Frodo and Sam are closer to reaching the “shortcut” to Mordor. Despite the long, grueling journey they have faced, Sam holds out hope that they will not only destroy the One Ring, but will also return home to the Shire. During the night, Gollum speaks to “Smeagol” about leading Frodo and Sam into certain peril when they reach the tunnel at the top of the Stairs of Cirith Ungol. Overhearing his deceit, Sam attacks the creature until Frodo pulls him off. Even though Sam tells his friend what he overheard, Frodo shrugs it off since he thinks they need Gollum to lead them to the “shortcut”.

An entourage that includes Gandalf, Aragorn and King Theodan arrives in Isengard to retrieve Merry and Pippin. Gandalf calls forth the evil wizard Saruman. After Saruman rejects his offer to betray Sauron’s secrets to him, Gandalf breaks Saruman’s stuff, stripping him of his powers. In what is perhaps a desperate effort to seek redemption, Wormtongue stabs Saruman in the back with a knife. The impact of the blow sends Saruman toppling off of Orthanc, and many feet below to his death. Legolas shoots Wormtongue dead with an arrow. As Pippin notices Saruman’s Palantir floating in the water, Gandalf snatches it and secures it in a sack. The entourage return to Edoras.

Theodan holds a celebration at the Golden Hall in honor of the Rohirrim’s victory at Helm’s Deep. As they watch the festivities, Aragorn shares his concerns about Frodo and Sam’s whereabouts with Gandalf. The wizard assures his friend they are still alive since he can feel it in his heart. Later that night, a nosy Pippin snatches the sack in which Gandalf had secured the Palantir. He looks into the seeing stone until Gandalf wakes up and snatches it away from him. Based on Pippin’s insight from looking into the Palantir, Gandalf has learned that Sauron intends to destroy the Gondorian capital of Minas Tirith. If he succeeds, he will have destroyed the last free kingdom of Men, and will have dominion over all Middle-earth. Pippin’s foolishness may have revealed helpful information, but it came at a price -- the Lord of Mordor saw Pippin as the Hobbit looked through the evil device. Thinking he is Frodo and has the Ring, Sauron will now hunt Pippin down. Planning to ride ahead to Minas Tirith to warn its Steward of the danger the city is in, Gandalf decides Pippin must come with him since he will be safest from Sauron within the fortified cities’ walls. Before departing, Gandalf tells Theodan that if Gondor lights the signal beacons, Rohan must answer their call for aid -- in spite of the fact that Theodan feels abandoned by Gondor because they were not there for Rohan back at Helm’s Deep.

On her way to the Grey Havens, where she will board a ship set to leave Middle-earth, Arwen sees a vision of Aragorn with their child. Knowing that she cannot obey her father Elrond and leave, Arwen rides back to Rivendell to confront him about the “life” she saw in her future. She also asks him to reforge Narsil -- the sword that was once used to cut the One Ring from Sauron’s hands. Both being aware of what Aragorn must do to achieve his destiny, Elrond complies with his daughter’s request. Later on, after touching his daughter’s hand, Elrond discovers she has given up her immortality to be with the man she loves -- going to Valinor would be of no use to her now.

After Gandalf and Pippin arrive in Minas Tirith, they ride Shadowfax all the way up to the Citadel, which is on the highest level of the great city. The two approach Lord Denethor in the royal chamber. Denethor is the Steward of Gondor -- caretaker of the throne in the absence of the King. Gandalf offers counsel to Denethor, however, the Steward questions the wizard about Boromir’s death. Pippin tells Denethor that Boromir died trying to protect his companion and him, and offers his services to the Steward as payment. Gandalf tells the grieving Denethor that the time to mourn Boromir will come, but for now he must prepare his city for war by calling for Rohan’s aid. Not anxious to ally with Theodan because of his kinsmanship with Aragorn -- the rightful King of Gondor should he choose to accept the mantle -- the power-hungry Steward strongly objects. Gandalf reminds Denethor that he cannot deny Aragorn that right and storms out of the Citadel with Pippin. Later that evening, Gandalf tells the Hobbit that the leader of Mordor’s armies will be the Witch King of Angmar, and that the battle will be a costly one for Gondor.

Frodo, Sam and Gollum arrive at Minas Morgul, the fortress of the Nazgul. They can see the Stairs of Ungol to the north. As they reach the Stairs and begin the steep climb, a green flare rises from the fortress -- a signal to all of Sauron’s allies to gather outside of Minas Tirith. The next morning, Gandalf has Pippin light the signal beacon of Amon Dîn -- which starts a domino effect as all the other beacons between Gondor and Rohan are lit. Despite his previous beliefs, Theodan knows that Rohan must come to Gondor’s aid if there is to be any chance of saving Middle-earth. He orders Eomer to gather the Rohirrim, and Gamling and Grimbold to travel across the Riddenmark and get every able-bodied man they can find. In two days they are to meet up with Theodan and the others at the camp of Dunharrow. Lastly, Theodan accepts Merry’s offer to serve in his army by making him an Esquire of Rohan.

In Osgiliath, Faramir and his men are ambushed by an advance party of Orcs led by the deformed Orc commander, Gothmog. Faramir’s right-hand, Madril, is slain during the ambush. When several Nazgul join in on the attack, Faramir orders his remaining men to retreat to Minas Tirith. As they ride across the Pelennor Fields, with the Nazgul in hot pursuit, Gandalf and Pippin ride out to meet them. Using his staff, Gandalf casts a light at the Nazgul to have them retreat, allowing Faramir and his men to reach Minas Tirith. Right away Faramir informs his father of Osgiliath being lost to the enemy. Denethor berates his son for losing both the Ring and Osgiliath, and demands that Osgiliath be retaken. Determined to earn his father’s love and respect, Faramir agrees to undertake this suicidal task. While Faramir and his men charge the Orc-filled city, Denethor demands that Pippin -- now fully in service to him -- sing him a song. As Pippin sings a sad melody, Faramir and his men are ambushed by a storm of arrows. Meanwhile, on the Steps of Cirith Ungol, Gollum masterminds a plan to get rid of Sam. While the Hobbits sleep, he steals the last of the lembas bread from Sam’s bag and sprinkles some crumbs on Sam. He throws the rest down the Stairs. Afterward, he wakes Frodo up to tell him that the “fat” Hobbit stole the rest of the food. Sam tries to talk reason with his friend -- rightfully blaming Gollum for the theft. Since Gollum doesn’t eat lembas bread, Frodo takes Gollum’s word over the word of his friend. Knowing that the Ring has been a burden to his friend and made him irrational, Sam offers to take the burden off Frodo for awhile. Using Sam’s noble offer to strengthen his side of the argument, Gollum claims that the Hobbit wants the Ring for himself. Putting all his faith in Gollum once again, Frodo orders Sam to go home. An emotional Sam breaks down while Frodo and Gollum continue to climb the Stairs.

At Dunharrow, Gamling and Grimbold have arrived with a combined army of 800 men. That night, Elrond pays Aragorn a visit in Theodan’s tent, bringing him news of a secret fleet of Corsair ships that will arrive in a few days at Minas Tirith to further strengthen Sauron’s army. He suggests that Aragorn go into the Dimholt mountain and call upon an army of dead warriors that were cursed to remain prisoners there until they did their duty and served the King of Gondor. Aragorn states that they will not answer to anyone but the King of Gondor himself. Elrond then reveals Arwen’s gift to her lover -- Anduril, the Flame of the West, forged from the shards of Narsil. Elrond tells Aragorn to take the sword, accept his destiny, and summon the dead warriors to fight for him. Aragorn accepts. As he prepares to head out, a love-stricken Eowyn tries to stop him because she doesn’t understand what he intends to do. Aragorn finally admits that he can’t love her like she wants him to. After bidding her farewell he rides off. However, Legolas and Gimli try to stop him from going without them. Although Aragorn insists he has to do this alone, Gimli and Legolas refuse to be left behind so Aragorn welcomes their help. Feeling that Aragorn has abandoned them, the soldiers of Rohan begin to doubt their chances. Theodan rallies his troops by telling them that even if they stand no chance they must still fight. At dawn, Theodan bids farewell to Eowyn, whom he has told the people of Rohan to follow in his absence. Later, Theodan tells Merry to stay behind as war is no place for a Hobbit. Although Merry is dejected at first, he becomes exuberant as one of the soldiers takes him up on their horse. The soldier turns out to be Eowyn, disguised in Rohirrim armor so she can fight alongside her people.

After making their way into a great hall in the midst of the Dimholt mountain, the Three Hunters are approached by the King of the Dead. As hundreds of dead warriors surround them, Aragorn demands they join him to fulfil their oath to Gondor. The King of the Dead refuses as he claims only the rightful ruler of Gondor can command him, and that line was broken. After showing him Andruil, and noting that the line has been remade, an avalanche of skulls begins to pour out of the cracking walls. The Three Hunters barely escape with their lives. From their location they can make out the Corsair ships sailing down the River Anduin. Suddenly, the King of the Dead appears to Aragorn and agrees to fight beside him. In the meantime, the largest army of evil to ever congregate in Middle-earth has gathered on the Pelennor Fields outside Minas Tirith. The army is not only made up of all different kinds of Orcs, but there are also wargs, trolls and Easternlings in the ranks. At the same time, Denethor learns that a defeated Faramir was just dragged into the city by his horse. In grief over the fact his son appears to be dead, and seeing the mass of evil outside his city, Denethor screams out that Rohan has abandoned him and screams for his people to flee for their lives. Gandalf knocks Denethor out cold with his staff, and orders Irolas and his troops to prepare to defend their city. Moments later, catapults begin firing large rocks at the walls while the Nazgul attack from the sky on their fell beasts. Several trolls move siege towers up to the wall, from which dozens of Orcs pour out onto the parapet. Arriving at Gandalf’s side -- in armor that Faramir presented him earlier -- Pippin is ready to fight. Though he holds his own against an Orc in order to save his friend’s life, the wizard still asks him to return to the Citadel. As the attack on the city continues, Gothmog orders the arrival of the gigantic battering ram known as Grond to knock down the main gate.

Having reached the tunnel at long last, Frodo and Gollum go inside. Gollum runs ahead, and Frodo follows him, soon getting his hand trapped in a huge spiderweb. After freeing himself Frodo realizes that Gollum has led him into a trap when he sees plenty of dead animals and Orc skeletons all covered in similar webbing. Falling over in a clump of web and bones, Frodo suddenly remember what Galadriel told him about her present to him -- the light of Elendil. The Hobbit pulls out the Light, which reveals to him a gigantic arachnid-like creature called Shelob coming toward him. Frodo flees for his life as the beast chases after him. The Hobbit gets stuck in a huge, sticky web. Although he manages to get free just in time to run out of the monster’s lair, he loses Sting in the process. Without his sword to defend himself, Gollum takes this advantage to attack Frodo as he staggers across a rocky clearing. Frodo fights back and throttles the creature. Gollum begs the Hobbit to believe that the Ring made him lure him to Shelob’s Lair. Knowing that the Ring is a burden, he lets go of Gollum and says he will destroy it for both their sakes. Gollum can’t let that happen so he attacks Frodo a second time. Frodo flips him over, and Gollum topples down off the clearing. Realizing he is now completely on his own Frodo breaks down. Falling into a trance, Frodo remembers that Galadriel warned him this was his task to complete alone, so the Hobbit rises up and continues on the rocky path in front of him. Meanwhile, Sam discovers the lembas bread that Gollum had dropped on the Stairs of Ungol. He heads back up the Stairs to find Frodo and show him proof that Gollum is a liar.

The Orcs have used the battering ram Grond to break open the gates to Minas Tirith. Joined by trolls and wargs a plenty, they storm into the first level of the great city. Up on the Citadel level, Denethor orders several of his servants to take Faramir to the mausoleum of the Stewards. Fearing that all hope is lost for Men, Denethor plans to burn Faramir and himself. Meanwhile, Frodo approaches the stairs leading up to the Tower of Cirith Ungol. Unbeknownst to him, Shelob stalks him from behind. Once she stings him he topples over and is spun into a cocoon. Before she can return to her lair with him, Sam appears in front of her with Sting and the Light of Elendil. The brave Hobbit valiantly battles the huge spider, eventually forcing her to retreat into her lair after he stabs her in the abdomen. Sam races over to his friend, who appears to be dead, and then has to take shelter behind some rocks when he sees that Sting has turned the color blue -- a warning that Orcs are drawing near. A small group of Orcs led by Gorbag and an Uruk-hai named Shagrat spot Frodo, and smelling that he isn’t dead, take him.

At the mausoleum of the Stewards, Denethor has his servants prepare a pyre for both him and his son, Faramir. Having followed them, Pippin jumps up on Faramir and listens for a heartbeat. He reveals to Denethor that his son is not dead. Not believing that to be the case, Denethor releases Pippin from his service, and demands oil be poured on the wood underneath his son. Pippin runs off to find Gandalf. When he does, Gandalf takes the Hobbit onto Shadowfax and rides toward the mausoleum of the Stewards. Suddenly, the Witch King swoops down in front of them on his fell beast. His shriek bursts Gandalf’s staff into pieces, and the two fall off Shadowfax. Just as the Witch King prepares to strike a deathblow, he hears the horn of Rohan coming from the battlefield. He flies away to regroup his forces outside the city. On the Pelennor Fields, Theodan rallies his troops with an emotional speech. Afterward they charge into battle with their weapons drawn, eventually breaking through the front line and into the heap. Back at the mausoleum of the Stewards, Gandalf rides in on Shadowfax to stop Denethor. After the pyres are lit, Pippin makes a frantic leap onto them to roll Faramir off. Denethor breaks down as Faramir’s eyes begin to open. Realizing what he has done, Denethor commits suicide, throwing himself off the Citadel and into the fray below. Having weakened Sauron’s forces greatly, some of them begin to retreat, however, the Rohirrim’s victory is a hollow one as the Harradrium have arrived on their Mumakil to even the sides once again. Eomer and his Riders charge the huge Mumakil. He orders his men to take aim for their heads. In a heroic moment, Eowyn and Merry ride toward a Mumakil, which Eowyn hurls a spear, toppling it over and killing it when it strikes its lower leg. Eowyn’s attention is then drawn to the Witch King, who has toppled her Uncle from his horse and commanded his fell beast to devour him. The Shieldmaiden of Rohan chops her blade across the fell beast’s head, decapitating and killing it in the process. A battle then ensues between Eowyn and the leader of the Nazgul. A blow from his huge mace wrecks her shield, grounding her. Merry sneaks up from behind, ramming his blade into the Witch King’s back. He falls to his knees and so does Merry as his hand feels as if it were just torn off. Eowyn takes her sword and strikes the Witch King’s helm with it, killing him. She then crawls over to her dying Uncle Theodan to comfort him as he breathes his final breath.

The Corsairs’ ships are greeted at the bank of the River Anduin by a party of Orcs. Expecting these pirates to have arrived already, the Orc-in-charge berates them out loud. Much to his surprise, Aragorn leaps off the main ship’s deck with Legolas and Gimli. Suddenly, the King of the Dead and the dead warriors appear behind them. They all sweep through the huge fray, and onto the Pelennor Fields greatly outnumbering Sauron’s forces. Aragorn, Legolas and Gimli take out Gothmog after he injures Eowyn in a skirmish. Not long after, what remain of Sauron’s troops retreat back to Mordor. Aragorn commends the dead warriors for their honorable actions. With their oaths fulfilled they can now rest in peace. The injured warriors of Rohan and Gondor are taken to the Houses of Healing to be nursed back to health. Aragorn tends to a wounded Eowyn as a concerned Eomer watches on. As Eowyn rests Faramir looks over at her with the sparkle of love in his eyes. Though it takes the entire night, Pippin finally finds Merry unconscious beneath a dead Mumakil’s foot. He pulls his friend out and vows to stay by his side until he is better.

Gorbag and Shagrat have taken Frodo into Cirith Ungol -- a stronghold that guards a road leading into Mordor. Sam cleverly sneaks into the fortress after Gorbag’s Orcs battle with Shagrat’s Uruk-hai over Frodo’s mithril shirt. In the tower at the top of the stronghold, Shagrat prepares to kill Frodo. Sam arrives just in time to run the Uruk-hai through in order to save his friend’s life. The two friends have an emotional reunion. As Sam unties his friend, Frodo says that it’s too late to continue on to Mordor as he no longer has the Ring. Sam reveals to his friend that he took the Ring into his possession when he thought he had been killed by Shelob. Knowing that it is only his friend’s burden to carry, Sam gives Frodo back the Ring. Disguised as Orcs, the two make their way into Mordor at long last. In the distance they can see Sauron’s Tower of Barad-dur -- on which a flaming eye that encases Sauron’s essence sits. They also see the forbidding site of Mount Doom, where they are headed. Back at Minas Tirith, Aragorn devises a plan to insure that Frodo will have a chance to make it to Mount Doom. He and his remaining men will stage a diversionary battle outside the Black Gate. With all the remaining Orcs cleared out of Mordor to fight his troops, a clear path to Mount Doom can be made for Frodo and Sam.

After donning the armor of the King of Gondor, Aragorn marches with the remaining soldiers from Gondor and Rohan, Gandalf, Merry, Pippin, Eomer, Legolas, and Gimli to the Black Gate. As Aragorn calls forth Sauron to answer his challenge, the huge structure opens and the Mouth of Sauron -- a horseback warrior with a face that resembles a huge, deformed mouth -- rides out to greet him. The warrior introduces himself as Sauron’s servant, and shows Gandalf the mithril shirt, which he claims was plucked from Frodo’s dead body. Gandalf breaks down in tears as Aragorn, in disbelief, takes his blade and lops the Mouth’s head off. Sauron’s “Eye” fixes itself on Aragorn and company as hundreds of Orcs begin to pour out of the Black Gate. While the Mouth’s claim that Frodo has passed diminishes hope for most of them, Aragorn still rallies his men to fight -- stating they must do this in memory of the Hobbit. He leads a valiant charge into the fray of evil that has amassed outside the Gate.

With the battle taking place outside Mordor, Frodo and Sam have a clear path up Mount Doom. In order to help his weakened friend up the mountain faster, Sam carries him on his back until Gollum appears and knocks the two over. Sam and the creature grapple with one another as Gollum tries to get at Frodo to take the Ring for himself. In the meantime, Frodo receives his second wind as he sees the entrance to the Crack of Doom within walking distance. Back on the battlefield outside Mordor, the Nazgul prepare to swoop down and join in the battle, however, Gwaihir and his eagles prevent that from happening as they swoop in themselves to help even the odds. In the Cracks of Doom, Frodo stands on the edge of the chasm, looking down into the pit of lava where he is to dispose of the Ring. As the Ring itself begins to call out to him, Frodo instead puts it on his finger, much to Sam’s horror. Gollum clobbers Sam from behind and tries to find the invisible Frodo. Once he does, he bites off Frodo’s ring-finger, and gains possession of the Ring. Realizing what he must now do, Frodo makes a great leap forward, and topples over the side of the chasm with Gollum and the Ring. Gollum and the Ring fall into the lava below, but Frodo manages to hang on. Sam pulls his friend up as the volcanic mountain begins to fall apart, along with the rest of Mordor. The Nazgul fall with their fell beasts into the lava. As Sauron’s “eye” is extinguished, taking Barad-dur down with it, a huge crack appears outside the Black Gate to suck in the remaining Orcs. Knowing that Frodo is alive and has destroyed the Ring, Gandalf and the others rejoice, but also shed tears as they realize there is little chance Sam and Frodo will make it out of the crumbling Mordor alive.

Taking shelter on a piece of rock floating in the lava, Frodo and Sam bid each other their farewells. Sam wishes he could have married Rosie Cotton, a Hobbit he had a crush on back in Hobbiton. Frodo remembers how beautiful and peaceful the Shire was, but tells Sam that he is thankful to at least be with him at “the end of all things”. A short while later, Gandalf rides atop Gwaihir as the eagles search the wreckage of Mordor for the Hobbits. They find them on the floating rock and pick them up with their talons. Some days later, a recovered Frodo joyously reunites with his friends in Minas Tirith. Aragorn is officially crowned the new King of Gondor in a grand coronation in the Citadel courtyard. During the coronation, Elrond arrives with a group of Elves that includes Arwen. She and Aragorn immediately embrace as Elrond looks on with a smile. The two then walk over to the four Hobbits, who bow to them. Aragorn tells his friends that they shouldn’t bow to anyone. Aragorn, Arwen and the rest of the crowd instead bow to them in a surreal moment. The Fellowship and its allies, although bound eternally by friendship, must now part ways. Legolas and Gimli decide to continue on their journeys together. Eomer is crowned the new King of Rohan. Faramir and Eowyn decide to get married. Aragorn and Arwen do as well. The Hobbits return to their Shire, though they are forever changed.

Four years have passed. Frodo has finally finished recounting The Fellowship’s adventure in Bilbo’s book. Sam, now the Mayor of Hobbiton, comes to pay his old friend a visit at Bagend. Frodo reveals that the wound the Witch King inflicted on him has continued to burden him, despite all the time that has passed. Not long after Sam’s visit, Gandalf arrives in the Shire driving a covered wagon. Sam, Merry and Pippin follow after the wagon on ponies as Frodo sits inside with Bilbo, who has aged a great deal without the Ring in his possession. Bilbo tells his nephew that the Elves are taking him with them to the paradise of Valinor. Once the wagon arrives at the Grey Havens, the Hobbits are awed at the sight of the majestic port. Bilbo boards the final ship to leave Middle-earth as Elrond, Galadriel and Celeborn join him. But he isn’t the only Hobbit who has been allowed to go. Frodo must depart from Middle-earth as well. A tearful farewell between the Hobbits and Gandalf occurs as they all say their final goodbyes to one another. Sam, Merry and Pippin then tearfully watch as Frodo boards the ship, and it sails off into the horizon. They return to Hobbiton, and Sam to his wife Rosie Cotton and their two children.

Starring: Elijah Wood (Frodo), Ian McKellen (Gandalf), Liv Tyler (Arwen), Viggo Mortensen (Aragorn), Sean Astin (Sam), Cate Blanchett (Galadriel), John Rhys-Davies (Gimli), Bernard Hill (Theodan), Christopher Lee (Saruman), Billy Boyd (Pippin), Dominic Monaghan (Merry), Orlando Bloom (Legolas), Hugo Weaving (Elrond), Miranda Otto (Eowyn), David Wenham (Faramir), Brad Dourif (Wormtongue), Karl Urban (Eomer), John Noble (Denethor), Andy Serkis (Gollum/Smeagol), Ian Holm (Bilbo), Sean Bean (Boromir), Lawrence Makoare (Witch King/Gothmog), Paul Norell (King of the Dead), Marton Csokas (Celeborn)

Co-Starring: Noel Appley (Everard Proudfoot), John Bach (Madril), Alistair Browning (Damrod), Jason Fitch (Uruk 2), Bruce Hopkins (Gamling), Sarah McLeod (Rosie Cotton), Robert Pollock (Orc Sergent), Thomas Robbins (Deagol), Harry Sinclair (Isildur), Peter Tait (Shagrat/Corsair Captain), Stephen Ure (Gorbag), Alexandra Astin (Elanor Gamgee), David Aston (Gondorian Soldier 3), Sadwyn Brophy (Eldarion), Richard Edge (Gondorian Soldier 1), Phillip Grieve (Orc Commander), Ian Hughes (Irolas), Bret McKenzie (Elf Escort), Maisie McLeod (Baby Gamgee), Bruce Phillips (Grimbold), Shane Rangi (Harad Leader 2), Todd Rippon (Harad Leader 1), Bruce Spence (Black Lieutenant), Joel Tobeck (Orc Lieutenant), Alan Howard (Voice of the Ring)

Directed by Peter Jackson
Screenplay by Fran Walsh, Philippa Boyens, Peter Jackson
Based on the Book by J.R.R. Tolkien
Producers: Barrie M. Osborne, Peter Jackson
Producers: Fran Walsh, Tim Sanders
Executive Producers: Mark Ordesky, Bob Weinstein, Harvey Weinstein
Executive Producers: Robert Shaye, Michael Lynne
Director of Photography: Andrew Lesnie, A.C.S.
Production Designer: Grant Major
Film Editor: Jamie Selkirk with Annie Collins
Costume Designers: Ngila Dickson, Richard Taylor
Co-Producer: Rick Porras, Jamie Selkirk
Music Composed, Orchestrated and Conducted by Howard Shore

Trivia: Although the character Bruce Spence plays is the Mouth of Sauron, for some reason it's referred to as Black Lieutenant in the credits.