First Guard:
Stay, strangers here unknown! None are welcome here in days of war but our own folk, and those that come from Mundburg in the land of Gondor. Who are you that come heedless over the plain?

[gesturing at their mounts]

Long have we kept guard here, and we have watched you from afar.

Second Guard:
Never have we seen other riders so strange, nor any horse more proud than one of these that bear you. He is one of the Mearas, unless our eyes are cheated by some spell.

Third Guard:
Say, are you not a wizard, some spy from Saruman, or phantoms of his craft? Speak now and be swift!

Aragorn: [bemused and troubled]
We are no phantoms, nor do your eyes cheat you. For indeed these are your own horses that we ride -- as you knew well. But seldom does thief ride home to the stable. Here are Hasufel and Arod, that Éomer, Third Marshal of the Mark, lent to us only two days ago. Has not Éomer then returned, and given warning of our coming?

[the Guards all look suddenly shifty and nervous]

Guard:
Of Éomer . . . I have naught to say. If what you tell me is truth, then doubtless Théoden will have heard of it.

[raising an eyebrow, in the tone of someone giving a possibly-friendly confidence]

--Maybe your coming was not wholly unlooked-for. Two nights ago Wormtongue came to us and said that by the will of Théoden, no stranger should pass these gates.

Gandalf: [grimacing]
Wormtongue? Say no more. My errand is not to Wormtongue, but to the Lord of the Mark himself. I am in haste. Will you not go to say that we are come?

[pause]

Guard:
Yes, I will go. But what names shall I report? And what shall I say of you? Old and weary you seem now, and yet you are fell and grim beneath, I deem.

Gandalf: [grim smile]
Well do you see and speak. For I am Gandalf. I have returned. And behold! I too bring back a horse. Here is Shadowfax the Great, whom no other hand can tame.

[gesturing to the others in turn]

And here beside me is Aragorn son of Arathorn, the heir of Kings, and it is to Mundburg that he goes. Here also are Legolas the Elf and Gimli the Dwarf, our comrades. Go now and say to your master that we are at his gates and will have speech with him, if he will permit us to come into his hall.

First Guard: [frowning]
Strange names you give indeed! But I will report them as you bid, and learn my master's will. Wait here a little while -- but do not hope too much! These are dark days.

[he turns and hurries up to the great hall, leaving the four riders waiting before the still-suspicious guards.]

First Guard: [serious]
Follow me! Théoden gives you leave to enter -- but any weapon that you bear, be it only a staff, you must leave on the threshold. The doorwardens will keep them.

[they dismount, leaving their horses with the sentries, and follow him through the sleeping city (10 - 15 seconds of smooth cuts]

Guard:
There are the doors before you -- I must return now to my duty. May the Lord of the Mark be gracious to you.

[he turns and hurries back down the hill to the gates as they go up to the guards with their green jeweled swords held out hilt-first in sign of peace]

Watchmen:
Hail, comers from afar!

Háma: [dignified and alert, as befits a high-level secret service agent on diplomatic duty]
I am the Doorward of Théoden. Háma is my name. Here I must bid you lay aside your weapons before you enter.

[Legolas hands over his knife, bow, and quiver]

Legolas:
Keep these well, for the Lady of Lothlorien gave them to me.

[Háma looks startled and quickly sets down the weapons]

Háma:
No man will touch them, I promise you.

[Aragorn is glaring with folded arms]

Aragorn:
It is not my will to deliver Anduril to the hand of any other man.

[the Doorwarden gives him just as stern a Look back]

Háma:
It is the will of Théoden.

Aragorn: [tense]
It is not clear to me that the will of Théoden son of Thengel, even though he be lord of the Mark, should prevail over the will of Aragorn son of Arathorn, Elendil's heir of Gondor.

Háma: [still polite but very edged]
This is the house of Théoden, not of Aragorn, even were he King of Gondor in the seat of Denethor.

[Gandalf makes an exasperated exclamation]

Gandalf: [to Aragorn, Master to Apprentice tone]
This is idle talk. Needless is Théoden's demand, but it is useless to refuse. A king will have his way in his own hall, be it folly or wisdom.

Aragorn: [stubborn]
Truly. And I would do as the master of the house bade me, were this only a woodsman's cot -- if I bore now any sword but Anduril.

Háma: [getting less patient]
Whatever its name may be, here you shall lay it, if you would not fight alone against all the men in Edoras.

[Gimli sets his hand on the head of his axe, fiercely]

Gimli:
Not alone!

[the Doorwarden and his colleagues draw their own swords in a standoff]

Gandalf: [exasperated]
Come, come! We are all friends here. Or should be, for the laughter of Mordor will be our only reward, if we quarrel.

[he unbelts Glamdring and hands the blade over in an obvious setting-a-good-example way]

Here at least is my sword, goodman Háma. Keep it well. Glamdring it is called, for the Elves made it long ago. Now let me pass. Come, Aragorn!

[he nods emphatically to the Ranger, who does so with obvious reluctance, and stands it up against the wall of Meduseld]

Aragorn: [earnest]
Here I set it, but I command you not to touch it, nor to permit any other to lay hand on it. In this elvish sheath dwells the Blade that was Broken and has been made again. Death shall come to any man that draws Elendil's sword save Elendil's heir.

[pause]

Háma: [uncertain and starting to be impressed]
It seems that you are come on the wings of song out of the forgotten days.

[he bows his head slightly]

It shall be, lord, as you command.

Gimli: [dry]
Well, if it has Anduril to keep it company, my axe may stay here too.

[he lays it down on the floor by the others' gear]

Háma: [to Gandalf, hesitant]
Your staff. --Forgive me, but that too must be left at the doors.

[the wizard snorts disgustedly]

Gandalf: [crotchety]
Foolishness! Prudence is one thing, but discourtesy is another.

[stubborn]

I am old. If I may not lean on my stick as I go, then I will sit out here, until it pleases Théoden to hobble out himself to speak with me.

Aragorn: [wry, "give us a break" tone]
Every man has something too dear to trust to another. But would you part an old man from his support?

[Háma looks at them shrewdly, not fooled by the patter]

Háma: [meaningful]
The staff in the hand of a wizard may be more than a prop for old age.

[pause]

Yet, in doubt . . . a man of worth will trust to his own wisdom.

[looking at them seriously: this is more than his job, it's his life - and his people's - he's laying on the line by taking this chance on them:]

I believe you are friends, who have no evil purpose. --You may go in.

[Edoras interior (ca 30 seconds, grand but minor-key rendering of the Rohan theme, French Horns and bass woodwinds) camera does our sightseeing: the carvings, the hangings, the space of light in the midst of the shadows - the tapestry of Eorl on Felarof]

Aragorn: [pointing, enthusiastic whisper]
Eorl the Young! Thus he rode out of the North to the Battle of the Field of Celebrant!

[We will see this image later, brought to life on the Pelennor. They continue down the great hall past the hearth and approach the dais - another 10-15 seconds of lavish prop work given its due. There we see the bent old lord of the Eorlingas with his long white braids and snowy beard, slumped in his chair (quite possibly of the faldstool type reflecting nomadic aspects of culture), his face crumpled and withered with years of disappointment and failure and ill-health, while behind him stands his faithful attendant (Eowyn) in her white dress with belt of silver links (not exactly Viking, but somewhat modeled on the images of Viking costume, with tabard style front and "turtle" brooches on the shoulders, too.) At Theoden's feet kneels his devoted right-hand man, ready to provide moral support and good advice (ahem) - a smooth, middle-aged chap, neat and tidy in embroidered tunic and folded cloak, with a knowing, cynical expression: change the outfit and he'd fit right in at any board meeting or ministry office...]

Gandalf:
Hail, Théoden son of Thengel! I have returned. For behold! the storm comes, and now all friends should gather together, lest each singly be destroyed.

[Théoden gets up, leaning on his cane; he is taller than one would expect seeing him hunched in his chair]

Théoden: [very bitter and ironic]
I greet you, and maybe you look for welcome. But truth to tell your welcome is doubtful here, Master Gandalf. You have ever been a herald of woe. Troubles follow you like crows, and ever the oftener the worse.

[speaking deliberately to wound]

I will not deceive you: when I heard that Shadowfax had come back riderless, I rejoiced at the return of the horse -- but still more at the lack of the rider--

[Gandalf suppresses a wry smile]

--and when Éomer brought me the tidings that you had gone at last to your long home, I did not mourn. 

[this cold dismissal causes a pained reaction among the Three Hunters, remembering their friend's death; the King goes on with a humorless smile]

But news from afar is seldom sooth. Here you come again! And with you evils worse than before, as might be expected. Why should I welcome you, Gandalf Stormcrow? Tell me that. 

[he sits down again slowly]

Gríma: [pained tone]
You speak justly, lord. It is not yet five days since the bitter tidings came that Théodred your son was slain upon the West Marches: your right-hand, Second Marshal of the Mark. In Éomer there is little trust. Few would be left to guard your walls, if he had been allowed to rule. And even now we learn from Gondor that the Dark Lord is stirring in the East.

[seguing seamlessly into caustic scorn]

--Such is the hour in which this wanderer chooses to return. Why indeed should we welcome you, Master Stormcrow? Lathspell I name you, Ill-news; and "ill-news is an ill guest," they say.

Gandalf: [calmly]
You are held wise, my friend Wormtongue, and are doubtless a great support to your master. Yet in two ways may a man come with evil tidings. He may be a worker of evil -- or he may be such as leaves well alone, and comes only to bring aid in time of need.

Gríma: [snorting]
That is so -- but there is a third kind: pickers of bones, meddlers in other men's sorrows, carrion-fowl that grow fat on war.

[no sign whatsoever in his voice that he's just described himself, he's full of moral indignation, getting hotter as he goes on:]

What aid have you ever brought, Stormcrow? And what aid do you bring now? It was aid from us that you sought last time that you were here. Then my lord bade you choose any horse that you would and be gone; and to the wonder of all you took Shadowfax in your insolence. My lord was sorely grieved -- yet it seemed that to speed you from the land, the price was not too great.

[knowing headshake]

I guess that it is likely to turn out the same once more: you will seek aid rather than render it. Do you bring men? Do you bring horses, swords, spears? That I would call aid; that is our present need.

[gesturing towards the Hunters as he tosses his head in scorn]

But who are these that follow at your tail? Three ragged wanderers in grey and you yourself the most beggar-like of the four!

Gandalf: [dry]
The courtesy of your hall is somewhat lessened of late, Théoden son of Thengel. Has not the messenger from your gate reported the names of my companions? Seldom has any lord of Rohan received three such guests. Weapons they have laid at your doors that are worth many a mortal man, even the mightiest. Grey is their raiment, for the Elves clad them, and thus have they passed through the shadow of great perils to your hall.

Gríma: ["aha!" tone]
Then it is true, as Éomer reported, that you are in league with the Sorceress of the Golden Wood?

[sneering]

It is not to be wondered at: webs of deceit were ever woven in Dwimordene.

[Gimli starts forward, but Gandalf puts a hand on his shoulder and he stops at once, perfectly still but alert and ready as if coming to attention]

Gandalf: [chanting]
In Dwimordene, in Lórien
Seldom have walked the feet of Men,
Few mortal eyes have seen the light
That lies there ever, long and bright.
Galadriel! Galadriel!
Clear is the water of your well;
White is the star in your white hand;
Unmarred, unstained is leaf and land
In Dwimordene, in Lórien
More fair than thoughts of Mortal Men.

[very stern]

The wise speak only of what they know, Gríma son of Galmod. A witless worm have you become. Therefore be silent, and keep your forked tongue behind your teeth. I have not passed through fire and death to bandy crooked words with a serving-man till the lightning falls.

[He raises his staff. Thunder rolls, darkness covers the windows, blotting out the morning light. The fire dies down to a dull red glow, leaving only Gandalf clearly visible as he stands before Théoden, radiant with power]

Wormtongue: [panicked]
Did I not counsel you, lord, to forbid his staff? That fool, Háma, has betrayed us!

[one of Gandalf's trademark flashes, like lightning coming right through the roof of the hall. Wormtongue is slammed down on the floor and does not move]

Gandalf: [loudly]
Now, Théoden son of Thengel, will you hearken to me? Do you ask for help?

[raising his staff and pointing at a window - the storm is clearing and blue sky can be seen. Earnest:]

Not all is dark. Take courage, Lord of the Mark, for better help you will not find. No counsel have I to give those that despair. Yet counsel I could give, and words I could speak to you. --Will you hear them? They are not for all ears. Come out before your doors and look abroad. Too long have you sat in shadows and trusted to twisted tales and crooked promptings.

[Théoden slowly gets up. Eowyn hurries over to take his arm. Leaning on her and on his stick both, he works his way down the dais, past Wormtongue lying still on the floor. The light grows slowly brighter again as they progress slowly through the hall to the great doors. Gandalf bangs on them with his staff]

Gandalf: [ringingly]
Open! The Lord of the Mark comes forth!

[the doorwardens haul the doors open from outside. Wind blows in, whistling through the pillars as they all go out onto the porch. We see that the darkness was a natural storm - this is a very important point - which is now blowing over, leaving the sky clearing and rain off in the distance on the plain below]

Gandalf:
Send your guards down to the stairs' foot.

[to Éowyn, reassuringly]

And you, lady, leave him a while with me. I will care for him.

[Éowyn hesitates, though the guards obey at once]

Théoden: [confident]
Go, Éowyn sister-daughter! The time for fear is past.

[he lets Gandalf lead him out to the edge of the platform, as Éowyn goes inside, still uncertain, but more curious about the strangers than worried, her eyes lingering on Aragorn...]

Gandalf: [gesturing to the plains]
Now, lord, look out upon your land! Breathe the free air again!

Théoden: [wonderingly]
It is not so dark here.

Gandalf: [gently but earnestly]
No. Nor does age lie so heavily on your shoulders as some would have you think. Cast aside your prop!

[the cane falls from Théoden's hand with a clattering sound. Slowly and painfully the King straightens, until he stands tall and proud once more. The camera tracks in to focus on his eyes, bright in the wrinkles of his face, and the visual imagery of the panorama is like a mirror: the blue of the sky, the white clouds, and the sunlight shining through the rain are reflected in the blue of his eyes, the white of his braids and the gleam of the diamond on the old chief's headband]

Théoden: [taking a deep breath]
Dark have been my dreams of late, but I feel as one new-awakened.

[regretful]

I would now that you had come before, Gandalf. For I fear that already you have come too late, only to see the last days of my house.

[his tone is not self-pitying but fatalistic, resigned to the end of his people and their way of life]

Not long now shall stand the high hall which Brego son of Eorl built. Fire shall devour the high seat.

[he looks at Gandalf again]

What is to be done?

Gandalf:
Much. But first send for Éomer. Do I not guess rightly that you hold him prisoner by the counsel of Gríma, of him that all save you name "the Wormtongue"?

Théoden: [nods]
It is true. He had rebelled against my commands, and threatened Gríma with death in my hall.

Gandalf: [wry smile]
A man may love you and yet not love Wormtongue or his counsels.

Théoden: [sighs]
That may be. I will do as you ask. 

[louder, to the Riders on the stairs below]

--Call Háma to me.

[stern voice]

Since he proved untrustworthy as a doorward, let him become an errand-runner. The guilty shall bring the guilty to judgment.

[belying his authoritarian words, he smiles at Gandalf, looking much younger as he does. One of the guards goes to fetch Háma from below.]

Gandalf: [urgent]
There is no time to tell you all that you should hear.  Behold! you are come into a peril greater even than the wit of Wormtongue could weave into your dreams. But see! you dream no longer. You live. Gondor and Rohan do not stand alone. The enemy is strong beyond our reckoning, yet we have a hope at which he has not guessed.

[leans over and whispers quietly to Théoden, who looks more and more impressed and excited, and then stands up and walks across the terrace with Gandalf, facing the Eastern horizon]

Gandalf: [loudly]
Verily, that way lies our hope, where sits our greatest fear. Doom hangs still on a thread. Yet hope there is still, if we can but stand unconquered for a little while.

[they all look eastward, off towards Mordor, as the scene ZOOMs across Rohan, past the end of the mountains and over the Anduin to where the borders of the Dark Lord's land tower overhead]

Gandalf: 
Edoras, and the Golden Hall of Meduseld.

(Shot of the throne and Eowyn kneeling by Theoden.)

Gandalf (v.o.): 
There dwells Theoden, King of Rohan, whose mind is overthrown. Saruman's hold over King Theoden is now very strong.

Eowyn:
My lord, your son. He is dead. My lord. Uncle? Will you not go to him? Will you do nothing?

(Return to Gandalf, Aragorn, Legolas and Gimli on their horses.)

Gandalf: 
Be careful what you say. Do not look for welcome here.

(They ride on.)

(Grima enters.)

Grima: 
Oh, He... he... m-m-must have died s-s-sometime in the night. What a tragedy for the King to loose his only son and heir. I understand his parting is hard to accept especially now that you brother has deserted you. (Grima sits on the bed.)

(Eowyn rises and backs away from the bed.)

Eowyn: 
Leave me alone, snake!

Grima: 
Oh, but you are alone. Who knows what you've spoken to the darkness in bitter watches of the night.

(He rises and approaches her.) 

When all your life seems to shrink, the walls of your bower closing in about you. A hutch to trammel some wild thing.

(He touches her cheek.) 

So fair. So cold. Like a morning of pale spring still clinging to winter's chill.

Eowyn: (Disgusted) 
Your words are poison! 

(She leaves the room.)

(The villagers are dressed in black. They look forlorn as the riders come through town.)

Gimli: 
You'll find more cheer in a graveyard.

(The companions reach the top of the stairs at Meduseld and are greeted by Hama and other guards.)

Gandalf: 
Ah!

Hama: 
I cannot allow you before Theoden King so armed, Gandalf Greyhame. By order of... Grima Wormtongue.

(Everyone surrenders his weapons.)

Hama: 
Your staff.

Gandalf: 
Hm. Oh! You would not part an old man from his walking stick?

(Hama nods and lets them go in. Gandalf winks at Aragorn. Legolas gives Gandalf his arm for support. They walk into the hall. As they approach the throne, Grima is sitting next to Theoden.)

Grima: 
My lord, Gandalf the Grey is coming. He's a herald of woe.

Gandalf: 
The courtesy of your hall is somewhat lessened of late, Theoden King.

Grima: (Speaking into Theoden's ear) 
He is not welcome.

Theoden: 
Why should I welcome you, Gandalf Stormcrow?

Grima: (Rising) A just question my liege. Late is the hour in which this conjurer chooses to appear. Lathspell I name you. Ill-news is an ill guest.

Gandalf: 
Be silent! Keep your forked tongue behind your teeth. I have not passed through fire and death to bandy crooked words with a witless worm.

Grima: 
His staff. I told you to take the wizard's staff!

(Grima's lackeys move toward Gandalf. Aragorn, Legolas and Gimli intervene and knock them down.)

Gandalf: 
Theoden! Son of Thengel. Too long have you sat in the shadows.

Gimli: 
I would stay still if I were you. 

(He places a foot on a crawling Grima.)

(Gandalf approaches Theoden.)

Gandalf: 
Hearken to me. I release you... from this spell.

(During this exchange, Theoden's voice resembles that of Saruman.)

Theoden: (With a wicked laugh.) 
You have no power here... Gandalf the Grey! 

(Argh!-Gandalf throws off his gray cloak.)

Gandalf: I will draw you, Saruman, as poison is drawn from a wound.

Theoden: 
ACK... ARGH.

(Eowyn runs toward Theoden, but Aragorn stops her.)

Aragorn: 
Wait.

Theoden: 
If I go, Theoden dies.

Gandalf: 
You did not kill me. You will not kill him.

Theoden: 
Rohan is mine!

Gandalf: 
Be gone! HA!

Theoden: 
URGH!

(Theoden stiffens and Saruman slides across the floor of Orthanc, a black mark is on his forehead. Back in Meduseld, Eowyn runs to Theoden. Theoden begins to lose the look of extreme age.)

Theoden: 
Ahhh! 

(Wrinkles disappear, and Theoden's eyes clear.)

Theoden: 
I know your face. Eowyn. Eowyn. 

(Turns to look in front of him.) 

Gandalf?

Gandalf: 
Breathe the free air again, my friend.

Theoden: 
Dark have been my dreams of late. 

(Theoden stands carefully, looking unsure.)

Gandalf: 
Your fingers would remember their old strength better, if they grasped your sword.

(Hama brings him his sword. Theoden pulls it from its scabbard. He stands taller, and then looks around. His eyes land on Grima who shudders.)

Théoden:
Alas that these evil days should be mine, and should come in my old age instead of that peace which I have earned.

[deep sigh]

Alas for Boromir the brave! The young perish and the old linger, withering.

[his shaky hands grip his knees]

Gandalf:
Your fingers would remember their old strength better, if they grasped a sword-hilt.

[the King stands up again and reaches for his sword, but recalls that he isn't wearing one]

Théoden: [frustrated]
Where has Gríma stowed it?

[from off-screen]

Éomer: [loudly]
Take this, dear lord!

[they turn and see him standing at the top of the stairs with Háma. He is in his shirt-sleeves and somewhat disheveled, but his expression is alight. Holding out his sword, he comes forward and kneels before Théoden]

It was ever at your service.

Théoden: [sternly]
How comes this?

Háma: [apprehensive]
It is my doing, lord. I understood that Éomer was to be set free. Such joy was in my heart that maybe I have erred.

[raising his hand in a slight shrug]

Yet, since he was free again, and he a Marshal of the Mark -- I brought him his sword as he bade me.

Éomer: [passionate]
--To lay at your feet, my lord.

[long pause - silhouette shot of the King standing, Éomer kneeling looking up at him, the bare blade resting on his palms, with the hall to one side, this view of the upper tier emphasizing the feeling of height over Edoras (hold for about 5 seconds)]

Gandalf: [quietly]
Will you not take the sword?

[Théoden slowly reaches out and grasps the proffered hilt: as his fingers close around it, the trembling of his hand stops, muscles tighten and tendons rise in his forearm, and he suddenly lifts it, raises it high and swings it so that the edge whistles and the metal catches the light. He shouts in joy at his liberation]

Théoden: [calling out from the hilltop]
Arise now, arise, Riders of Théoden!
Dire deeds awake, dark is it eastward,
Let horse be bridled, horn be sounded!
Forth Eorlingas!

[the Guards come running back up the stairs, thinking it's an emergency, drawing their swords. They see Théoden restored and stop in shock. Thrilled, they fall to one knee before him, offering their blades]

Guards: [overlapping]
--My lord!
Théoden King!
--Command us!

Éomer:
Westu Théoden hal! It is a joy to us to see you return into your own.

[to Gandalf, with a fierce grin]

Never again shall it be said that you come only with grief!

[the King lowers the blade and graciously returns it to Éomer, hilt-first]

Théoden: [gently]
Take back your sword, Éomer, sister-son.

[to his Doorward, stern]

Go, Háma, and seek my own sword! Gríma has it in his keeping. Bring him to me also.

[calmly]

Now, Gandalf -- you said that you had counsel to give, if I would hear it. What is your counsel?

Gandalf: [wry smile]
You have yourself already taken it. To put your trust in Éomer, rather than in a man of crooked mind. To cast aside regret and fear. To do the deed at hand. We must first destroy the threat of Saruman, while we have time. If we fail, we fall. If we succeed -- then we will face the next task.

[gesturing down to Edoras below, then up to the mountains behind them]

Meanwhile your people that are left, the women and the children and the old, should fly to the refuges that you have in the mountains prepared against just such an evil day as this. Let them delay not, nor burden themselves with treasures, great or small. It is their lives that are at stake.

Théoden: [nodding thoughtfully]
This counsel seems good to me now. Let all my folk get ready! 

[to the Companions, apologetic]

But you my guests -- truly you said, Gandalf, that the courtesy of my hall is lessened. You have ridden through the night with neither sleep nor food, and the morning wears away. A guest-house shall be made ready.

Aragorn:
Nay, lord. There is no rest yet for the weary. The men of Rohan must ride forth today, and we will ride with them, axe, sword, and bow. We did not bring them to rest against your wall, Lord of the Mark. And I promised Éomer that my sword and his should be drawn together.

Éomer: [grins]
Now indeed there is hope of victory!

Gandalf: [warningly]
Hope, yes. But Isengard is strong. And other perils draw ever nearer. 

[to Theoden]

Do not delay when we are gone. Lead your people swiftly to Dunharrow!

Théoden:
Nay, Gandalf! You do not know your own skill in healing. It shall not be so. I myself will go to war, to fall in the front of the battle, if it must be. Thus shall I sleep better.

Guards: [excited, cheering among themselves]
The Lord of the Mark will ride!
[overlapping]
Forth Eorlingas!
--Forth Eorlingas!

Gandalf: [to Théoden]
But your people must not be both unarmed and shepherdless. Who shall guide them and govern them in your place?

Théoden:
I will take thought for that ere I go.

[as Háma comes out of the hall, followed by two arresting officers with Gríma cringing between them, flinching at the sunlight.]

Here comes my counsellor.

[the Doorwarden kneels and holds up a long sword in an ornate gold-fitted scabbard studded with green gems]

Háma:
Here, lord, is Herugrim, your ancient blade. It was found in his chest.

[meaningfully]

Loth was he to render up the keys.

[with a distasteful glance at Gríma]

Many other things are there which men have missed.

Gríma: [sounding absolutely sincere]
You lie. And this sword your master himself gave into my keeping.

Théoden: [pleasant]
And now he requires it of you again. --Does that displease you?

Gríma: [blinking nervously]
Assuredly not, lord. I care for you and yours as best I may. But do not weary yourself, or tax too heavily your strength.

[as if to a child]

Let others deal with these irksome guests. Your meat is about to be set on the board. Will you not go to it?

Théoden:
I will. And let food for my guests be set on the board beside me. The host rides today. Send the heralds forth! Let them summon all who dwell nigh! Every man and strong lad able to bear arms, all who have horses, let them be ready in the saddle at the gate ere the second hour from noon!

Gríma: [horrified]
Dear lord! It is as I feared. This wizard has bewitched you. Are none to be left to defend the Golden Hall of your fathers, and all your treasure? None to guard the Lord of the Mark?

Théoden: [dry]
If this is bewitchment, it seems to me more wholesome than your whisperings. Your leechcraft ere long would have had me walking on all fours like a beast. No, not one shall be left, not even Gríma. Gríma shall ride too. Go! You have yet time to clean the rust from your sword.

[Gríma  falls on his knees, raising his clasped hands in appeal]

Gríma:
Mercy, lord! Have pity on one worn out in your service! Send me not from your side! I at least will stand by you when all others have gone. Do not send your faithful Gríma away!

Théoden: [cool]
You have my pity. And I do not send you from my side. I go myself to war with my men. I bid you come with me and prove your faith.

[Grima's expression changes to shock - then he recovers]

Gríma: [sincere distress]
Such a resolve might be expected from a lord of the house of Eorl, old though he be. But those who truly love him would spare his failing years. Yet I see that I come too late. Others--

[he glances meaningfully at Éomer, then at Gandalf]

--whom the death of my lord would perhaps grieve less, have already persuaded him. If I cannot undo their work, hear me at least in this, lord! One who knows your mind and honours your commands should be left in Edoras. Appoint a faithful steward. Let your counsellor Gríma keep all things till your return -- and I pray that we may see it, though no wise man will deem it hopeful.

Éomer: [laughing cynically out loud]
And if that plea does not excuse you from war, most noble Wormtongue, what office of less honour would you accept? To carry a sack of meal up into the mountains -- if any would trust you with it?

Gandalf: [grimacing]
Nay, Éomer, you do not fully understand the mind of Master Wormtongue. He is bold and cunning. Even now he plays a game with peril and wins a throw. Hours of my precious time he has wasted already.

[roaring]

Down, snake! Down on your belly! How long is it since Saruman bought you? What was the promised price?

[Gríma cringes under the verbal attack but does not answer; Gandalf goes on:]

When all the men were dead, you were to pick your share of the treasure, and take the woman you desire? Too long have you watched her under your eyelids and haunted her steps.

[from Gríma's expression it's clear that Gandalf is spot on; Éowyn's brother reflexively reaches for his sword]

Éomer: [biting off his words]
That I knew already. For that reason I would have slain him before, forgetting the law of the hall. But there are other reasons.

[Gandalf gestures him to stand down]

Gandalf: [calmingly]
Éowyn is safe now.

[to Gríma, ironic]

But you, Wormtongue, you have done what you could for your true master. Some reward you have earned at least. Yet Saruman is apt to overlook his bargains. I should advise you to go quickly and remind him, lest he forget your faithful service.

Gríma: [furious]
You lie.

Gandalf:
That word comes too oft and easy from your lips. I do not lie.

[disgusted headshake]

See, Théoden, here is a snake! With safety you cannot take it with you, nor can you leave it behind. To slay it would be just. But it was not always as it now is. Once it was a man, and did you service in its fashion. Give him a horse and let him go at once, wherever he chooses. By his choice you shall judge him.

Théoden: [nodding slowly]
Do you hear this, Wormtongue? This is your choice: to ride with me to war, and let us see in battle whether you are true; or to go now, whither you will.

[darkly]

But then, if ever we meet again, I shall not be merciful.

[Gríma stares around at them all, his former colleagues and those who trusted him or depended on his judgement, and sees no sympathetic face. His expression changes from pleading terror to a cold hatred that is scarier for what it replaces (not unlike Gollum in this shift of personae) and people recoil physically from the psychopathy in his glare. He spits at Théoden's feet and runs for the steps]

Théoden [to his guards]:
After him! See that he does no harm to any, but do not hurt or hinder him. Give him a horse, if he wishes it.

[a royal guard dashes down the stairs to keep an eye on Wormtongue]

Éomer: [sarcastic]
And if any will bear him.

[another royal guard fills his helmet from the fountain and washes Wormtongue's spit off the steps]

Théoden: [to the Company]
Now, my guests, come! Come and take such refreshment as haste allows.

[They all go inside, where a quick brunch has been organized by Éowyn; the trestle table has been set up and some bread, cheese and cold meat on salvers laid out along with bowls of ale. Throughout the following scene voices of people calling and shouting in the city below, and the thud of riders' hooves, can be heard drifting up through the windows]

Gandalf:
Saruman?

[thoughtful frown]

How far back his treachery goes, who can guess? He was not always evil. Once I do not doubt that he was the friend of Rohan, and even when his heart grew colder, he found you useful still. But for long now he has plotted your ruin, wearing the mask of friendship, until he was ready. In those years Wormtongue's task was easy, and all that you did was swiftly known in Isengard, for your land was open and strangers came and went. And ever Wormtongue's whispering was in your ears, poisoning your thought, chilling your heart, weakening your limbs, while others watched and could do nothing, for your will was in his keeping.

[raising a didactic finger]

But when I escaped and warned you, then the mask was torn, for those who would see. After that Wormtongue played dangerously, always seeking to delay you, to prevent your full strength from being gathered. He was crafty: dulling men's wariness, or working on their fears, as served the occasion. Remember how eagerly he urged that no man should be spared on a wildgoose chase northward, when the immediate peril was westward? He persuaded you to forbid Éomer to pursue the raiding Orcs.

[glancing approvingly at the Third Marshal]

If Éomer had not defied Wormtongue's voice speaking in your mouth, those Orcs would have reached Isengard by now, bearing a great prize. Not indeed that prize which Saruman desires above all else, but at the least two members of my Company. Dare you think of what they might now be suffering, or what Saruman might now have learned to our destruction?

[Théoden looks at his nephew with affection]

Théoden:
I owe much to Éomer. --Faithful heart may have froward tongue.

[Éomer blushes at the praise and pays studied attention to his meal]

Gandalf:
Say also that to crooked eyes, truth may wear a wry face.

Théoden: [shaking his head]
Indeed, my eyes were almost blind. Once again you have come in time. I would give you a gift ere we go, at your own choosing. You have only to name aught that is mine. I reserve now only my sword!

Gandalf: [serious]
Whether I came in time or not is yet to be seen. But as for your gift, lord, I will choose one that will fit my need: swift and sure.

[leaning forward and putting his hand on Théoden's arm]

Give me Shadowfax! He was only lent before, if loan we may call it. But now I shall ride him into great hazard, setting silver against black: I would not risk anything that is not my own. And already there is a bond of love between us.

Théoden:
You choose well, and I give him gladly.

[as he speaks, voice-over, we see Shadowfax cantering through the water-meadow, other herds in the background, evocative of the Camargue]

Yet it is a great gift. There is none like to Shadowfax. In him one of the mighty steeds of old has returned. None such shall return again.

[the scene changes to guards bringing out a variety of defensive gear]

And to you my other guests I will offer such things as may be found in my armoury. Swords you do not need, but there are helms and coats of mail of cunning work, gifts to my fathers out of Gondor.

[in front of the table, the guards show what they've brought to the Companions]

Choose from these ere we go, and may they serve you well!

[they examine the selection - the lights, of morning sunlight through the windows and smoke hole, and of firelight from the hearth, play all over it in a feast of reflections, the camera lingering on the gold interlacing of the shield-bosses and the
incandescence of the cabochons on them, and on the silver wavelike effects of the chain mesh. (30 seconds max for the Arming Sequence; in the score, the Rohan theme builds throughout before receding again.) Aragorn and Legolas get kitted out in mail. Gandalf waves it away. Gimli shakes his head at the body armour, indicating his own superior model, but accepts a spangenhelm and takes Théoden's old shield]

Théoden: [pleased]
May it keep you well! It was made for me in Thengel's day, while I was still a boy.

Gimli: [bowing as deeply as Thorin & Co.]
I am proud, Lord of the Mark, to bear your device.

[hefting the shield appreciatively]

--Indeed, sooner would I bear a horse than be borne by one. I love my feet better.

[raising an eyebrow, bland]

But maybe I shall come yet where I can stand and fight.

Théoden: [equally bland]
It may well be so.

[Théoden rises, and Éowyn comes forward with a large, shining gold cup of red wine from where she has been waiting with it on a sideboard]

Éowyn: [declamatory]
Ferthu Théoden hal! Receive now this cup and drink in happy hour. Health be with thee at thy coming and going!

[she holds it up as Théoden drinks; then brings the cup to the guests in turn. Very ritualistic - evocations of the Sangreal here.]

Éowyn:
Hail, Aragorn son of Arathorn!

[she looks him in the eyes, smiling, her own eyes filled with hero-worship. As he takes the cup their fingers touch, and she takes a sudden breath]

Aragorn:
Hail, Lady of Rohan!

[as she smiles at him, his expression becomes serious, even worried as she goes on to the next guest, still glancing back over her shoulder at him with a smile breaking out despite her formal solemnity and the precariousness of the current situation. MUSIC over this montage of ritual images, and as they process out to the terrace, where guards, messengers, and war-leaders are gathered. Éothain and Elfhelm are among the assembled officers. Linger on the faces of these men, known and unknown to us, for we will see them again in the fighting at Helm's Deep -- and again on the Pelennor, at the calling of names. (30 -45 seconds for this passage)]

Théoden:
Behold! I go forth, and it seems like to be my last riding. I have no child. Théodred my son is slain. I name Éomer my sister-son to be my heir. If neither of us return, then choose a new lord as you will. But to some one I must now entrust my people that I leave behind, to rule them in my place. Which of you will stay?

[silence]

Is there none whom you would name? In whom do my people trust?

Háma:
In the house of Eorl.

Théoden:
But Éomer I cannot spare -- nor would he stay -- and he is the last of that House.

Háma: [shakes head]
I said not Éomer. And he is not the last. There is Éowyn, daughter of Éomund, his sister. She is fearless and high-hearted. All love her. Let her be as lord to the Eorlingas, while we are gone.

Théoden:
It shall be so. Let the heralds announce to the folk that the Lady Éowyn will lead them!

[fade in and out to presentation of arms: Eowyn receives a hauberk and sword from the King]

Théoden:
Farewell sister-daughter! Dark is the hour, yet maybe we shall return to the Golden Hall. But in Dunharrow the people may long defend themselves, and if the battle go ill, thither will come all who escape.

Éowyn: [earnest]
Speak not so! A year shall I endure for every day that passes until your return.

[her eyes move to Aragorn standing beside him]

Aragorn: [prophetic tone]
Fear not! The king shall come again. Not West but East does our doom await us.

[they head out down the main way of Edoras to the gates. Track back from Gandalf and Théoden walking at the head of the lords of Rohan, to Legolas and Gimli walking side by side]

Gimli: [shaking his head]
Well, at last we set off! Men need many words before deeds. My axe is restless in my hands.

[glancing around at the Eorlingas]

--Though I doubt not that these Rohirrim are fell-handed when they come to it. Nonetheless this is not the warfare that suits me. I wish I could walk and not bump like a sack at Gandalf's saddlebow.

Legolas: [dry]
A safer seat than many, I guess. Yet doubtless Gandalf will gladly put you down on your feet when blows begin -- or Shadowfax himself will. An axe is no weapon for a rider.

Gimli: [chuckling]
And a Dwarf is no horseman. It's orc-necks I'd hew, not shave the scalps of Men.

[he pats the stock of his weapon in self-reassurance as they come down to the main gates. Over a thousand horsemen with spears are gathered before Meduseld]

Riders: [loud cheers]
Théoden King!

[Gandalf, Aragorn, Théoden are talking military shop with Théoden's captains in the background; Gimli looks as nervous as a visitor on the flight deck of an aircraft carrier as people and horses mill around. Éomer comes up leading Firefoot, smiling.]

Éomer: [cheerful]
Hail, Gimli Gloín's son! I have not had time to learn gentle speech under your rod, as you promised. But shall we not put aside our quarrel?

[holds out his hand deprecatingly]

At least I will speak no evil again of the Lady of the Wood.

Gimli: [sternly]
I will forget my wrath for a while, Éomer son of Éomund, but--

[glares at Éomer]

--if you ever chance to see the Lady Galadriel with your eyes, then you shall acknowledge her the fairest of ladies, or our friendship will end.

Éomer: [same good-humour]
So be it! But until that time, pardon me, and in token of pardon ride with me, I beg.

[shaking Firefoot's lead]

Gandalf will be at the head with the Lord of the Mark, but Firefoot, my horse, will bear us both, if you will.

Gimli: [charmed]
I will gladly go with you -- if Legolas, my comrade, may ride beside us.

Éomer: [enthusiastic]
It shall be so. Legolas upon my left, and Aragorn upon my right, and none will dare to stand before us!

[PAN to the leaders ahead]

Gandalf: [looking around]
Where is Shadowfax?

First Rider:
Running wild over the grass.

Second Rider:
He will let no man handle him:

Third Rider: [pointing]
There he goes, away down by the ford, like a shadow among the
willows.

[Gandalf whistles]

Gandalf: [calling]
Shadowfax!

[in the distance Shadowfax lifts up his head, whinnies, and comes running like a dog]

Éomer: [awed]
Were the breath of the West Wind to take a body, so would it appear.

[as Shadowfax nuzzles Gandalf and leans on him]

Théoden: [wry]
The gift seems already to be given. But hearken all!

[proclaiming loudly]

Here now I name my guest, Gandalf Greyhame, wisest of counsellors, most welcome of wanderers, a lord of the Mark, a chieftain of the Eorlingas while our kin shall last; and I give to him Shadowfax, prince of horses.

Gandalf: [bowing his head]
I thank you, Théoden King.

[he tosses his cape and hat to Aragorn and leaps up onto Shadowfax's back]

Aragorn:
Behold the White Rider!

Rohirrim:
Our King and the White Rider! Forth Eorlingas!

[the Riders surge forrward like the crest of a wave away from the city, (10-15 seconds max). CUT back to show Eowyn up on the porch of Meduseld, watching them go, standing in her armour like a silver flame in the afternoon sun, in front of the hall doors with her sword]

Grima: 
Argh! Ow!

(King Theoden follows him down the stairs with his sword drawn.)

Grima: 
I've only ever served you, my lord. 

(As he tries to slink away backwards.)

Theoden: 
Your leech craft would have had me crawling on all fours like a beast!

Grima: 
Send me not from your side.

(Theoden readies to kill Grima with his sword, Aragorn grabs his hand.)

Aragorn: 
No, my lord! No, my lord. Let him go. Enough blood has been spilled on his account.

(Grima scrambles to his feet and runs toward the gates, pushing aside bystanders.)

Grima: 
Get out of my way!

Villager: 
Hail! Theoden King!

(The people kneel to their King, last of all Aragorn drops to one knee.)

(Grima rides out of the city.)

Theoden: (Turning, looking at those around him.) 
Where is Theodred? Where is my son?

Theoden: 
Simbelmyne. Ever has it grown on the tombs of my forbearers. Now it shall cover the grave of my son. Alas that these evil days should be mine. The young perish, and the old linger. That I should live to see the last days of my house.

Gandalf: 
Theodred's death was not of your making, Theoden.

Theoden: 
No parent should have to bury their child. 

(Theoden kneels and breaks down in tears.)

Gandalf: 
He was strong in life, his spirit will find its way to the halls of your fathers. Westu hal. Ferdu, Theodred, Ferdu. [Be thou well. Go-thou, Theodred, go-thou.]

(The two children from the Rohan village appear on a their horse on a hill. Eothain falls off. They are taken into Meduseld and given food.)

Eowyn: (Rising) 
They had no warning. They were unarmed. Now the wild men are moving through the Westfold, burning as they go. Rick, cot and tree.

Freda: 
Where is momma?

(Looking around the room.)

Eowyn: 
Shhh. 

(Wrapping Freda with a blanket.)

Gandalf: (Sitting on a chair next to Theoden on his throne.) 
This is but a taste of the terror that Saruman will unleash. All the more potent for he is driven mad by fear of Sauron. Ride out and meet him head on. Draw him away from your women and children. You must fight!

Aragorn: You have two thousand good men riding north as we speak. Eomer is loyal to you. His men will return and fight for their King.

Theoden: 
They will be three hundred leagues from here by now. Eomer cannot help us. I know what it is you want of me. But I will not bring further death to my people. I will not risk open war.

(Gimli eats while following the conversation with his eyes.)

Aragorn: 
Open war is upon you, whether you would risk it or not.

Theoden: (Turning to glare at Aragorn.) 
When last I looked, Theoden, not Aragorn, was King of Rohan.

(Gimli drinks from a tankard and ale streams down his mouth. He belches, then wipes his mouth with his beard.)

Gandalf: Then what is the king's decision?

Hama: 
By order of the king, the city must empty. We make for the refuge of Helm's Deep. Do not burden yourself with treasures; take only what provisions you need.

Gandalf: 
Helm's Deep! They flee to the mountains when they should stand and fight. Who will defend them if not their king?

Aragorn: 
He is only doing what he thinks is best for his people. Helm's Deep has saved them in the past.

(They enter the stables.)

Gandalf: 
There is no way out of that ravine. Theoden is walking into a trap. He thinks he is leading them to safety. What they will get is a massacre. Theoden has a strong will, but I fear for him. I fear for the survival of Rohan. He will need you before the end, Aragorn. The people of Rohan will need you. The defenses have to hold.

Aragorn: 
They will hold.

(Gandalf reaches Shadowfax and strokes him.)

Gandalf: 
The Grey Pilgrim. That's what they used to call me. Three hundred lives of men I've walked this earth and now I have no time. Good luck. My search will not be in vain.

(Gandalf mounts Shadowfax.)

Gandalf: 
Look to my coming at first light on the fifth day. At dawn, look to the east.

Aragorn: 
Go.

(Gandalf rides off, passing Legolas on his way out of the stable.)

Rohan Man:
Hurry!

(Eowyn takes a sword from a trunk and unsheathes it. She holds it up and then takes a few practice swings. Aragorn appears behind her and blocks her swing with his knife.)

Aragorn: 
You've some skill with a blade.

(Eowyn looks startled. She disengages and swings her sword around to point at his face. Aragorn doesn't parry, but lowers his knife. He holds both hands in a neutral position. Eowyn re-sheathes her sword and turns to replace it in the trunk.)

Eowyn: 
The women of this country learned long ago that those without swords can still die upon them. I fear neither death nor pain.

Aragorn: 
What do you fear my lady?

Eowyn: 
A cage. To stay behind bars until use and old age accept them. And all chance of valor has gone beyond recall or desire.

Aragorn: 
You are a daughter of kings, a shield maiden of Rohan. I do not think that will be your fate.

Grima: (Nursing the wound on his lip with a rag.) 
Theoden will not stay at Edoras. It's vulnerable. He knows this. He will expect an attack on the city. They will flee to Helm's Deep. The great fortress of Rohan. It is a dangerous road to take through the mountains. They will be slow. They will have woman and children with them. 

(Saruman looks pleased.)

Saruman: 
Send out your Warg Riders.

(The shadows of wargs are seen on the walls of a pit below Sharku.)

(Snarls and growls.)