The Silmarillion : Flight of the Noldor by R A Sharkey

The Silmarillion : Flight of the Noldor

Read The Silmarillion : Flight of the Noldor

We see a BLACK SCREEN.
BEAUTIFUL MUSIC IS HEARD

SUPER: (TITLE) THE SILMARILLION

Angelic voices are heard amidst the music.
MELIAN'S SOFT VOICE SPEAKS

VO (voice over)
In the beginning there was ILLUVITAR; Lord of all Creation

The BLACK SCREEN is replaced by VAST SPACE.
A GREAT BEAUTIFUL, PULSATING LIGHT comes closer and closer.
Within the light, barely visible, a form can be made out.
WHITE LIGHT FILLS THE SCREEN.

VO
After an eternity of solitude He created the AINUR, spiritual beings of great beauty and power. And He taught unto them the music of creation from which the world was made.

We see a multitude of LUMINOUS BEINGS both male and female, singing praise to ILLUVITAR. They are perfect in their physical appearance, resembling ELVES, but they are translucent and many of them elemental. Of all the beings, the NINE first born spirits are the largest and most prominent.

We see one being split into two: MELKOR and MANWE, twin brothers and greatest of all the AINUR... both beautiful and perfect with silver hair and eyes.

MANDOS Lord of the Dead and of Prophecy, hooded, cloaked and unknowable.
VARDA Lady of Light and the Heavens, luminous and powerful, difficult to hold in ones gaze.
AULE Lord of the Earth and of Craft, wide-bodied, bronze-skinned with massive hands
ULMO Lord of the Waters and Seas, ethereal and transforming, taking a solid form akin to an elf lord for only a moment.
YAVANNA Lady of Life and of Nature, verdant and tall, with a visage of utter peace and tranquility.
OROME Lord of the Forests and of Beasts, muscular and strong, largest of all the Ainur.
NIENNA Lady of Mourning, hooded and ghostly, she smiles as she sings her praise, but a single tear tracks down her cheek.
LORIEN Lord of Dreams and Visions, one moment he is there, the next he is gone, appearing in flashes.

The AINUR revolve in unison around the light as they sing.
PULL BACK TO WIDE: The AINUR seem like stars in a galaxy as they swirl around the light of ILLUVITAR. An EXTRAORDINARY SIGHT!

VO (CONT’D)
The Ainur sang before Him in the vastness of space and their music took shape according to His will. Then Illuvitar showed them the world their music had created.

A swirling mass of debris, heat and light combines into a ball of fiery rock

EXT (exterior shot). EARLY MIDDLE EARTH – STARLIGHT

BEGIN MONTAGE:
We see the CREATION OF THE WORLD in FAST MOTION:
Centuries fly by with a backdrop of BRIGHT STARS.
The surface flows with MOLTEN ROCK.
It quickly turns to solid rock, pounded and flooded by RAIN.
A flood of water becomes a SWIRLING SEA, which crashes and boils. MOUNTAINS rise and VOLCANOES erupt, followed by a calming and cooling.

VO
The Ainur passed from the spiritual realm into the world, which they named ARDA. They became the VALAR; the Powers of the World and to each of them was given a specific task.

EXT. MIDDLE EARTH – STARLIGHT

A HUGE PLAIN hundreds of miles long stretches across the horizon. A gathering of SPIRITUAL BEINGS takes place.
VARDA and AULE stand in front of the other VALAR.
VARDA uplifts her arms, as AULE thrusts his hand into the ground.
A BRIGHT LIGHT shines from VARDA. The ground begins to shake!

PULL BACK TO WIDE: A HUGE ROCK TOWER rises from the plain, with a brilliant lamp on top. LIGHT RUSHES ACROSS THE WORLD and FILLS THE SCREEN.

VO
Ages passed, which the Valar spent shaping the world in preparation for the Children of Illuvitar, who were yet to come; but in a time and place unforeseen by all except Illuvitar alone.

EXT. NAN-TATHREN – DAY

FAST MOTION: Life begins to grow in rapid succession until the world teams with plants and animals.
YAVANNA walks amid the new growing things as birds and beasts gather around.

EXT. MOUTH OF SIRION RIVER – DAY

The SEAS ROLL AND CRASH along the shore. ULMO rises in the churning sea, tall and mighty, with his arms outstretched.
The SIRION RIVER flows rapidly into the sea before him in a SUDDEN RUSH!

EXT. TOP OF TANIQUETIL – DAY

MANWE stands high above the world on the tallest mountain.
WINDS WHIRL around him. Great clouds gather and begin to rain down hard! Below a huge forest of trees reaches their branches to the sky to receive the rain!

VO
Out of the Music of Illuvitar, discord arose as Melkor, mightiest of all the Ainur looked down on Arda and desired to create things according to his own thought.

MELKOR looks down upon ARDA from the SPIRITUAL REALM.

SOUNDTRACK: The MUSIC OF THE AINUR is drowned out by a LOUD REPETITIVE BEATING THEME (MELKOR'S THEME)

VO
And secretly within his heart his desire gave root to jealousy and spite.

CLOSE: MALICE BURNS in MELKOR'S eyes.

VO
He sought instead to undo the work of his brethren bringing cold, pestilence and death.

EXT. NAN-TATHREN – NIGHT

A LUSH VALLEY filled with green life is killed by frost.
A river freezes over. The carcasses of animals lie on the ground. A deer stumbles and falls down at the rivers edge.
A snowstorm hits the area hard.
SNOW FILLS THE SCREEN.

VO
In secret Melkor passed into the world and took refuge within the vast uncharted lands to the north. From there he plotted to destroy the creation of the Valar.

EXT. ERED ENGRIN – NIGHT

MELKOR flies in spiritual form into mountains of mist. He lands in front of the GAP in the IRON MOUNTAINS, which will become ANGBAND. MELKOR takes on his earthly form and transforms into a TYRANT, tall and cruel, dressed in BLACK ARMOR.

ClOSE ON: MELKOR'S EYES are all that can be seen under his mask. A BRIGHT LIGHT FILLS THE SCREEN!

FLASH TO:

EXT. LAMP OF ILLUIN – DAY

PULL BACK TO WIDE: We see THE GREAT PILLAR OF LIGHT as BLACK CLOUDS gather in the sky.

MELKOR stands at the bottom of the tower. He thrusts his hands into the tower, which cracks around its base!

PULL BACK TO WIDE: The tower falls; the LAMP EXPLODES and pours WHITE FIRE across the plain which RUSHES TOWARD THE SCREEN, FILLING THE FRAME!

VO
The Valar did not understand the role of decay and death their brother had chosen, and for ages they strove against Melkor.

A STAR-FILLED SKY APPEARS.

EXT. CUIVIENEN – NIGHT

VO
Then one evening, the Vala Orome, Lord of the Forest, was riding through the land of Cuivienen, when he heard a beautiful music from afar.

OROME rides his horse to the top of a hill with the background a night sky lit with stars. The horse rears up as OROME blows his horn. He turns his head and looks over his shoulder.

SOUNDTRACK: ELVISH SINGING is heard in the distance.

VO
Following the music, Orome came upon a host of beings that he had never seen in all of his travels across Arda.

OROME rides into a VILLAGE next to a SHIMMERING LAKE where several ELVES gaze in awe of him. Hundreds more come out to stare at him with wonder.

ANGLE ON:
INGWE; the Golden Haired future King of the VANYAR
FINWE; the Black Haired future King of the NOLDOR
ELWE (THINGOL); Silver Haired future King of the TELERI and of DORIATH.

The three ELF LORDS approach OROME fearlessly. Several ELVES RUN IN FEAR of him. THE REST BOW before him, thinking him a god.

VO
Orome remained with the Elves. He taught unto them language and all that he could of Middle Earth and its wonders.

OROME walks among the ELVES who gather around him.
FINWE approaches OROME'S STALLION with a look of pure wonder on his face. OROME smiles and helps FINWE to mount his horse.

VO
He learned of a dark rider who had been preying upon Elves who ventured into the forests. Many disappeared never to be seen again.

EXT. CUIVEINEN, FOREST EDGE – NIGHT

A LONE ELF emerges from a forest edge to a clearing.
A BLACK IMAGE PASSES QUICKLY in front of him.
He turns in fright and is startled by A HUGE BLACK HORSE!
The HORSE REARS UP with a BLACK RIDER astride it.
The RIDER REACHES FOR HIM with a LARGE, ARMORED BLACK HAND.

THE SCREEN SUDDENLY GOES BLACK!

VO
But some had encountered the rider and lived to tell the tale.

FINWE comes out of the woods, face to face with the RIDER, who HOLDS HIS FRIEND in its grasp. FINWE turns and runs desperately through the trees.

CLOSE ON: His face is stricken with terror.

VO
Orome rode into the forest and sought out the Dark Rider. It was here that the designs of Melkor were laid bare before the Valar.

EXT. CUIVEINEN, FOREST – NIGHT

OROME rides into the forest and DISMOUNTS.
In secret he SPIES THE RIDER.
OROME CHARGES OUT to confront him.
The BLACK RIDER'S VISAGE disappears and MELKOR is revealed!
MELKOR FLEES IN FEAR of OROME.
OROME GLARES with FURY at MELKOR as he flees.

VO
In the lands of the North, Melkor raised the fortress of Angband and delved vast dungeons under it deep in the earth.

EXT. ANGBAND – NIGHT

We see CONSTRUCTION of A BLACK, EVIL FORTRESS with a HIGH TOWER.

INT. ANGBAND – TORCHLIGHT

We see UNDERGROUND EXCAVATIONS with a MAZE of SCAFFOLDS.

VO
There he gathered to himself allies from the spiritual realm who would aid him in his war. The most terrible of these was Sauron, a kindred spirit of great power.

INT. ANGBAND, THRONE ROOM – TORCHLIGHT

MELKOR sits on a DARK THRONE and before him SAURON comes into frame, an ANGELIC BEING in the armor of a DARK KNIGHT.

VO
Ancient spirits of fire also served Melkor; the Balrogs, who were terrible in their evil and cruelty.

EXT. ANGBAND – NIGHT

A HUGE PLAIN is seen with a MOUNTAIN spitting FIRE in the distance. Several BALROGS wield WHIPS OF FIRE to drive their CAPTIVE ELVES. PROMINENT among them is GOTHMOG, THEIR LORD, A LARGER, more DREADFUL BALROG.

VO
The Orcs were spawned from the Elves Melkor had captured and imprisoned, twisting their hearts and bodies to resemble the darkness of his own thoughts.

EXT. ELVISH VILLAGE – NIGHT

A LARGE ARMY OF ORCS invades an ELVISH VILLAGE and kills all they come in contact with!

VO
Manwe, Lord of Arda, decided that the Elves should not be abandoned to the will of Melkor. He issued a summons for all the Elves of Middle Earth, a summons to the undying kingdom of Valinor in the West.

INT. RING OF DOOM – DAY

MANWE and the other VALAR are gathered together in a GREAT RING OF SEATS within a chamber. Before them stand the ELF LORDS FINWE, INGWE AND ELWE representing the three kindred.

VO
However, some Elves refused to leave the land of their birth and remained behind.

EXT. CUIVIENEN, FOREST EDGE – NIGHT

A GROUP of ELVES watch from the forest edge as a CARAVAN DEPARTS. As it leaves, the ELVES withdraw into the WOODS.
Prominent among them is EOL, a silver-haired, pale skinned ELF dressed in black attire.

VO
Under the protection of Orome, a vast number of the Three Kindred of Elves journeyed to the sea and prepared to leave Middle Earth forever.

EXT. BRITHOMBAR – STARLIGHT

OROME rides his HORSE on a path overlooking the horizon.
A VAST CARAVAN OF ELVES moves in the distance. The ELVES are numerous and seem almost like ants as they move slowly to the SEA on the horizon.

VO
Knowing the wrath of Melkor would surely fall upon the Elves that refused Manwe's Summons, Illuvitar commanded the Valar to make war upon him. In the northlands of Middle Earth, before the Gates of Angband, a great battle ensued.

EXT. GATES OF ANGBAND – NIGHT

A BATTLE in front of the GATES OF ANGBAND RAGES! The ARMY OF THE VALAR rides on horseback and tramples the orcs into the ground! The orcs are cut apart with swords, axes and spears.

VO
The Valar enlisted the aid of a Great Warrior from the spiritual realm, and TULKAS Lord of Combat came.
The Servants of Melkor were utterly defeated.

TULKAS crashes from above, down onto the army of MELKOR!
TULKAS has chosen a form more like a MAN though no MAN has yet existed. His HAIR and FULL BEARD are GOLDEN. He is BARE-CHESTED and wears a GOLDEN GAUNTLET on his arm as his only weapon.

A large number of BALROGS attack. A battle between the VALAR LORDS and the BALROGS ensues! OROME AND ULMO EACH KILL A BALROG: OROME with his spear, ULMO with his trident combined with a crushing blast of water. TULKAS fights with his bare hands against several BALROGS and tosses them like rag-dolls!

CLOSE ON: SAURON hides in fear in the entrance to ANGBAND

VO
Those who escaped the Wrath of the Valar fled into the darkness of Angband.

INT. ANGBAND DUNGEONS – TORCHLIGHT

SAURON flees with BALROGS behind him into the depths of ANGBAND. He comes to a rock wall in the midst of which appears a black hole. They go through the hole, which shuts after they pass.

MELKOR follows the same route to the secret door. He pounds on the wall and curses SAURON.

MELKOR
Gorthaur, you cowardly worm!

VO
Deep within the dungeons, Melkor was cornered. Tulkas wrestled with Melkor and cast him down on his face. He then bound Melkor with ANGAINOR, the great chain forged by AULE.

TULKAS enters A DARK, STONE ROOM with OROME and ULMO. TULKAS violently submits MELKOR then binds him with a huge chain.
MELKOR bows on his knees, unable to even struggle.

CLOSE ON: MELKOR WEEPS.

INT. RING OF DOOM

We see MELKOR on his knees, face bowed near the floor, bound by ANGAINOR. MANDOS and MANWE stand before him in JUDGMENT.

VO
At the feet of Manwe, Melkor sued for pardon, but he was denied and was cast into prison. For three long ages in the timeless void he would abide before he could again plead for his release.

CLOSE ON: MELKOR'S FACE is overcomes with FEAR.
Many AINUR gather in the long hall behind him.

SUDDENLY: The BACKGROUND DISAPPEARS replaced by darkness.
MELKOR is alone in a DARK VOID, bound by his chain.

PULL BACK: MELKOR SCREAMS and DISAPPEARS in the void.
CLOSE ON: A THICK DOOR SLAMS SHUT!

VO
The Three Kindred of Elves arrived in the Undying Lands to behold a kingdom of unparallel beauty.

EXT. VALIMAR - WESTERN GATES

The ELF LORDS arrive with many others about them, some MAIAR and VALAR as well. The AWESTRUCK FACES of the ELVES are bathed in SOFT SILVER LIGHT.

VO- (CONT'D)
A Kingdom bathed in the light of two magnificent trees; Telperion and Laurelin, the Two Trees of Valinor, from which the SUN and the MOON would one day be born.

THE WHITE TREE TELPERION shines a SOFT SILVER LIGHT that grows dimmer while THE GOLDEN TREE LAURELIN beside it begins to glow with a brighter, golden light.

VO
The Elves dwelt for three ages under the light of the Two Trees, about whose fate all the Tales of the Eldar Days are woven.

The LIGHT GETS BRIGHTER.

ASCEND TO HIGH WIDE: We see the COURT OF THE TWO TREES beside the WESTERN GATE of the great city VALIMAR as the LIGHT of the LAURELIN illuminates the countryside with GOLDEN RADIANCE.

PULL BACK: We see the ENTIRE COUNTRYSIDE and all of VALIMAR as the light continues to grow.

DISSOLVE TO:

EXT. MINDON ELDALIEVA (FINWE'S TOWER), TIRION – NIGHT

We see a round walled city on a huge green hill bathed in the SILVER LIGHT of TELPERION; the BEAUTIFUL WHITE CITY TIRION.

ANGLE ON: We see the HIGH TOWER of FINWE, KING of the NOLDOR, in its midst with a sole figure on top.

SUPER (TITLE): THE FLIGHT OF THE NOLDOR

ANGLE ON: A DARK-HAIRED ELF MAIDEN. It is MIRIEL SERINDE, WIFE of FINWE and QUEEN of the NOLDOR.
SHE is WITH CHILD, near her due date. MIRIEL looks toward the WEST between the PELORI MOUNTAINS. The SILVER LIGHT shining from the tree glows over the horizon.

CLOSE ON: MIRIEL sheds a tear. SHE puts hers hands on her belly on looks down. A VOICE calls out.

FINWE (OS)
Miriel; why do you weep?

MIRIEL
I have always found Telperion's light to be sad.

FINWE walks into frame. They KISS with deep love between them. He puts his hand gently on MIRIEL'S BELLY.

FINWE
But there is so much cause for joy.
I would see you smiling.

MIRIEL
I am joyful that our child is strong. In fact he is so strong that it has become painful to carry him.

FINWE
You know it is a son that you carry?

MIRIEL
I know it and I already know his name.

FINWE
We had decided together that Curufinwe would be the name if it were a male child. Have you changed your mind?

MIRIEL
No; Curufinwe shall be his name as it is written, but I shall call him Feanor, "the spirit of fire" for he burns inside my womb like the fire of Laurelin.

FINWE
He shall be the first of many strong sons and daughters.

MIRIEL weeps. She can no longer contain HER SORROW.

MIRIEL
No, Finwe; never again shall I bear child: for strength that would have nourished the life of many has gone forth into Feanor.

FINWE
Miriel; a darkness has come over your spirit of late. This is known to happen to maidens who bear their first child. Surely there is healing in Aman? Here all weariness can find rest...

MIRIEL
There is no rest that will cure the weariness that consumes me, my love. I am tired. I must go

The SOFT LIGHT of TELPERION starts to wane. The GOLDEN HUE of LAURELIN'S LIGHT begins to glow. MIRIEL walks toward a stairway and carefully descends. FINWE stands in the increasing light.

CLOSE ON: DEEPLY SADDENED, FINWE watches the GOLDEN LIGHT illuminate the horizon.

HIGH WIDE: The BEAUTIFUL PELORI MOUNTAINS are bathed in GOLDEN LIGHT.

INT (INTERIOR SHOT). GREAT HALL OF VALIMAR – NIGHT

The GREAT HALL is DARK and QUIET. FINWE walks through the open doors. His footsteps echo in the hall as he proceeds to the far end. HE walks into the empty RING OF DOOM.
The STARS SHINE BRIGHT through the OPEN ROOF of the dome.
FINWE stares up into the stars. MANWE'S DEEP VOICE speaks and startles FINWE, just a bit.

MANWE (OS)
There are answers within them, if one has the wisdom to see.

FINWE turns toward the dark entrance behind him. MANWE steps into the STARLIGHT from the darkness. He speaks kindly to Finwe, mindful of his grief.

FINWE
What is the answer for Miriel, Lord Manwe? For she languishes as the infant in her womb increases.

MANWE
An answer is not forthcoming King Finwe. Miriel's fate is still in her own hands; even though she has succumbed to despair.

CLOSE ON: FINWE’S EYES well with tears.

FINWE
She cannot nourish our son without giving of herself. Can you not intervene on her behalf Lord?

MANWE
It is a condition of the spirit that no Vala can overcome. Indeed; it is not one that any can comprehend.

FINWE
Then once the child has come perhaps she will find healing in Lorien's garden. It would seem an unhappy chance that the mother should depart and miss the beginning at least of the childhood days of her son.

MANWE
Though the fate of thy wife lay in question; take heart in this: thy son shall be greater than any elf before him. Many wondrous things shall be borne of him.

FINWE
Miriel spoke those same words to give me comfort but as then, all I feel is grief and a sense that my love is slipping away.

MANWE watches FINWE with fatherly concern as he walks out of the RING OF DOOM.

INT. HOUSES OF HEALING – DAY

ANGLE ON: MIRIEL lies in comfortable bed with a NEWBORN INFANT in her arms. SHE is PALE and DULL, but forces a smile for the BABY. FINWE sits at her side and fawns over his SON.

CLOSE ON: LITTLE FEANOR is AMAZINGLY ALERT for an infant who is only hours old. His BRIGHT GREY EYES are wide open.
HE cries to be NURSED and a look of concern comes over MIRIEL. She feebly attempts to BREAST FEED her baby.
FEANOR latches on but nurses for a few seconds before he spits out the breast and CRIES. MIRIEL is despondent and weak but tries to console little FEANOR. She looks up at FINWE and shakes her head.

MIRIEL
I have no milk for him.

FINWE
Give it some time; it will come.

MIRIEL
No, Finwe; I am dry and have not the strength to produce nourishment for him.

FINWE
If that is so, then I shall ask Lorien to care for him as well as you.

FINWE kisses MIRIEL then takes the CRYING INFANT from her.
MIRIEL reluctantly gives up her son. The BABY SCREAMS as he is taken from his mother.

MIRIEL
I cannot bear to listen to him cry.

FINWE
I shall return with him once he has been cared for. I… I am sorry my love.

MIRIEL
I am sorry as well, Finwe and I would weep, were I not so weary. But hold me blameless in this, and in all that may come after.

FINWE
Please, rest Miriel. I shall return.

EXT. LORIEN'S GARDEN - NIGHT

WIDE: A BEAUTIFUL GARDEN is alive with NIGHTLIFE and SPIRITS. DAZZLING FIREFLY'S illuminate the FAUNA and FLOWERS. MAIAR and VALAR SPIRITS FLOAT and SLOWLY GLIDE through the trees.

ANGLE ON: FINWE walks down an ORNATE PATH that leads to a COURTYARD with BEAUTIFUL NATURAL SPRINGS that feed WIDE FOUNTAINS.
In the courtyard, THE VALA LORIEN and his wife ESTE await FEANOR. ESTE is a VALAR QUEEN and beautiful beyond words. LORIEN is one of the GREAT POWERS of the WORLD; The LORD of VISIONS and DREAMS. BOTH have taken ELVISH FORMS but are still TALLER and SHINE with an UNEARTHLY RADIANCE.

ESTE
A shadow precedes thee, Finwe King of the Noldor.

FINWE
A shadow that has consumed my wife and leaves our son without his mother.

LORIEN
Give thy son unto Lady Este; and he shall be fostered until he is weaned.

FINWE
And what of Miriel; Lord, can you show me what will become of her?

LORIEN
The maidens of Este tend to her even now. As for her fate, that even the visions of Lorien could not reveal.

FINWE reluctantly hands the BABY to ESTE who gently cradles FEANOR. She smiles and hums a melody to him.

CLOSE ON: FEANOR'S EYES light up and he reaches for her.

ESTE walks into the forest with FEANOR and disappears.

LORIEN
Go to thy wife, Finwe. Leave Feanor in Este's care and fear not for him.

FINWE unhappily walks away from the VALAR LORD.

EXT. GARDENS OF LORIEN – DAY

ANGLE ON: MIRIEL lies on a small bed under SILVER WILLOW TREES. SHE is on her back, seemingly asleep, but still.
FINWE approaches her and kneels beside the bed. HE is grief stricken. He puts her hand in his.

FINWE
Miriel; if only you would awake.
Our son grows swiftly; as if a secret fire were kindled within him. Both of us need you.
FINWE is moved to tears. HE kisses MIRIEL'S still lips.

FINWE
I will await you, my love

MANDOS (OS)
Then thou shalt wait forever.
Thy wife resides now within my Halls.

FINWE turns to see MANDOS, who is suddenly there.
He is dressed in a DARK, HOODED ROBE.
His eyes are not visible, only his nose and mouth.
His VOICE is UNEARTHLY and COMMANDING.
FINWE turns back to MIRIEL and smiles at her.

FINWE
No, she still has life.
Her body does not wither.

MANDOS
Nevertheless; her spirit has indeed departed from her body and passed in silence to my realm. Take thy son, Finwe, and leave the shadow of Miriel's passing behind thee. Thou shalt see her again in the fullness of time.

FINWE
Once I have passed into the Halls of Mandos you mean.

MANDOS
Yes.

FINWE
Then may it be soon; for alone in all the Blessed Realm, I am deprived of joy.

CLOSE ON: MIRIEL'S body lies on its bed.
FAST MOTION: SEASONS CHANGE around her as time goes by.
The BODY of MIRIEL vanishes leaving her dress and garments loosely piled on the bed. These too, vanish in time.

DISSOLVE TO:

EXT. CITY OF VALIMAR, GREAT HALL – DAY

The LIGHT of LAURELIN SHINES BRIGHTLY on a PERFECT DAY.
The WONDROUS CITY teems with activity.

ANGLE ON: A TALL ELF named MAHTAN adjusts the load on a WELL-LADEN CART. FINWE approaches with two ELF GUARDS (ECTHELION and GLORFINDEL) and hands a PARCEL to MAHTAN.

FINWE
You have my thanks Mahtan. Feanor grows restless under his current tutelage. It will benefit him to study under a student of Aule.

MAHTAN
You son has raw skill unlike that ever found in an elf his age. I have found him to be eager and steadfast in the pursuit of his purpose.

FINWE
I will caution you; it is difficult to reason with him when he has set his mind and impossible to change it by force.

MAHTAN
Without strong will there is little discovery or invention. I shall keep him immersed in the crafts that he is to learn.

FINWE
He should be here now; Feanor! Mahtan awaits you!
ANGLE ON: FEANOR runs out of the GREAT HALL and stands at the top of the stairs. Even though he is young, FEANOR is as tall and strong as a mature ELF. His hair is raven-black and his eyes bright grey. A fierce intelligence looks out from them.

FEANOR
Forgive me Father, Mahtan. Tulkas had me intrigued with one of his tales of battle with the Dark Lord. It was hard to walk away.

FINWE
Soon you will be in the realm of Aule.
He has more than tales to impart to you.

MAHTAN
Feanor will do well.
Come; drive the horses Feanor.

FEANOR embraces FINWE and climbs onto the cart with MAHTAN.

FEANOR
Farewell Father.
I shall see on you my return.

FINWE
Farewell my son.

FEANOR and MAHTAN drive away from the GREAT HALL.

CLOSE ON: FINWE watches them go.
GLORFINDEL and ECTHELION accompany FINWE to STABLES where his WHITE STALLIONS are housed.

GLORFINDEL
What is your intention now my Lord?
FINWE
Lord Ingwe awaits my arrival, Glorfindel. You and Ecthelion are excused. I shall see myself to Taniquetil.

ECTHELION
It is a long ride to Manwe's mountain. Would you not prefer an escort, my Lord?

FINWE
No, I prefer to ride alone.

EXT: VALINOR COUNTRYSIDE: DAY:

BEGIN MONTAGE:
FINWE'S RIDE from VALIMAR to MOUNT TANIQUETIL takes several hours. HE RIDES through the WESTERN GATE. HE RIDES through YAVANNA'S fields where green things grow in abundance.
HE crosses OROME'S WOODS, a DARK and MYSTERIOUS PLACE.
HE rides across a HUGE PLAIN that stretches before a TALL MOUNTAIN whose top is WREATHED in the CLOUDS.
LAURELIN'S LIGHT slowly WANES; TELPERION'S LIGHT rises as he approaches a GATE at the MOUNTAIN'S BASE.

EXT. TANIQUETIL – NIGHT

ANGLE ON: FINWE rides through GATES which open for him on their own into a SMALL CITY carved in the BASE of the MOUNTAIN, where MANWE'S HALL and many of the VANYAR reside.

INT. INGWE'S HOME – NIGHT

A BEAUTIFUL ELF MAIDEN with LONG BLOND HAIR opens the door for FINWE. INDIS, DAUGHTER OF INGWE is very much attracted to FINWE and gushes over his presence.

INDIS
Welcome Lord Finwe; We have looked forward to your visit tonight.

FINWE smiles fondly at INDIS. HE takes her hand and greets her with mutual attraction.

FINWE
And I have so looked forward to seeing you, my Lady Indis.

INDIS
You must be tired and hungry after your ride. Come with me, and I shall see you to your chamber. Then we shall seek out my Father.

FINWE
Where is Lord Ingwe?

INDIS
He is in the council of Manwe. He bid me to be your hostess until his return. A dinner has been prepared in your honor.

FINWE
Will you sup with me then, my Lady?

INDIS leans into FINWE and they KISS. Their suddenly revealed passion shows a mature relationship that has had years to develop. SHE looks up at him fondly.

INDIS
Ask anything of me Finwe, and I shall do it.

FINWE kisses INDIS once more.

INT. INGWE'S DINING HALL – NIGHT

INDIS rises from the DINNER TABLE and kisses INGWE on the cheek. SHE gives FINWE a loving smile and leaves the hall.
INGWE and FINWE have finished dinner and sit across from one another. FINWE is distracted. INGWE studies him.

INGWE
You have hardly spoken Finwe. What pre-occupies you my friend?

FINWE
I have had Elwe in my thoughts of late. I yearn for his company and wise advice. I long to see my Teleri cousins.

INGWE
The Teleri have dwelt on the shores of Middle Earth under the guidance of Ulmo for nearly an age now. It is unlikely they will come after all of this time.

FINWE
Why do they remain? To take such a long journey only to stop halfway.

INGWE
When the Vanyar passed them on the road to the sea, many were of the same mind to remain in Middle Earth. Elwe and his brother Olwe were of the few who desired to see the undying lands. That was only because Elwe had seen the majesty of the trees with his own eyes.

FINWE
I have prayed for Illuvitar to bring his people to these shores. Ever since Miriel passed into the halls of Mandos, I have longed for my old friend's wise council.

INGWE
Is there something else that you should tell me Finwe? There is more than just old friends on your mind.

FINWE
What do you mean?

INGWE
It is Indis that I speak of.

FINWE
I truly love your daughter, but Feanor has voiced his displeasure at the idea of a stepmother.

INGWE
Can a son fill the void left behind by a dead wife? Will Feanor give you the companionship and love that you need to fill the emptiness of your heart my friend?

FINWE
Nay, Feanor will not return from his apprenticeship under Mahtan for many seasons. If I do ask for the hand of Indis, then I seek your blessing first my Lord.

INGWE RISES and then fills two goblets with WINE. He hands one to FINWE and holds his up in a toast. FINWE brings his to meet INGWE'S.

INGWE
To the joining of two royal houses; the Vanyar and the Noldor!

They both drink back their goblets and embrace happily.

INT. AULE'S CRAFT WORK - NIGHT

ANGLE ON: FEANOR works hard with MAHTAN at a wide bench.
WHITE CRYSTALS hang before a fireplace. Countless GEMS of all size and color are scattered about. The LIGHT from the WHITE CRYSTALS creates a SPARKLING EFFECT in all of the other GEMS that ILLUMINATES the CRAFT WORK with DAZZLING COLORS.

MAHTAN
Astonishing! With the first work of your own design, you have bettered my finest accomplishment.

FEANOR
Your praise is overwrought Mahtan.
I created these gems with the knowledge imparted to me through your instruction.

MAHTAN
And yet somehow you have managed to take the essence of Ithildin and put forth its qualities into a gem as clear as a raindrop. This is something I could not have done so flawlessly.

FEANOR
I am honored by your praise my Lord.

AULE enters the chamber.

CLOSE ON: AULE has taken a form similar to that of an ELF though he is built stocky, like a DWARF. AULE takes notice of the WHITE CRYSTALS and stands close to them, studying them.

AULE
Ithildin… Brilliant! Mahtan, this is the work of thy protégé?

MAHTAN
Yes Lord Aule, his first work.

AULE
A skill beyond that of the Eldar has been gifted unto thee Son of Finwe. This work is the equal of that wrought by Ainur hands.

FEANOR bows low before the MIGHTY VALA.

FEANOR
My Lord!

AULE
Mahtan, thy student has need of thy master's instruction. Feanor; long I have awaited a student of thy quality. Thou shalt learn the mysteries of forging metals as well as the secrets of imparting spiritual qualities into stone and steel.

MAHTAN takes FEANOR in an excited embrace and congratulates him. FEANOR is clearly pleased with himself.

MAHTAN
Feanor; your Father will be so proud. I cannot wait to give him the news!

FEANOR
Thank you Mahtan; and thank you Lord Aule. I shall endeavor to surpass your expectations.

AULE
Truly Son of Finwe; I see great accomplishments before thee.

EXT. TIRION - MINGLING LIGHT

WIDE ANGLE ON: The COURTYARD of KING FINWE is alive with a CELEBRATION. The NIGHT SKY has just begun to appear as LAURELIN looses its light. The WHITE TREE GALATHILION, a sapling of TELPERION, has grown large in the midst of the COURTYARD.

In front of the TREE, KING FINWE and LADY INDIS, in a HEAVENLY GLOW, kiss before the gathering as HUSBAND and WIFE. VARDA stands behind having just given her BLESSING.

WIDE ON: The COURTYARD, filled with all THREE KINDRED of ELVES, erupts in LOUD CHEERS and APPLAUSE!

INGWE stands with his family, all of them joyful in the occasion. OLWE, KING of the recently arrived TELERI, stands with his people.

ANGLE ON: In the distance, away from the crowd, FEANOR SULKS. HE glares at the new WIFE of his FATHER with disdain.
A HAND is placed on his shoulder. FEANOR turns suddenly to see MAHTAN with his LOVELY DAUGHTER NERDANEL.

MAHTAN
Feanor; why do you remain apart from the celebration?

FEANOR
I did not know my own mother. It is difficult for me to accept this. She is scarcely older than myself.

MAHTAN
(scolding)
Then it is time that you put your thoughts toward your Father instead of yourself for a change. Look upon Finwe, as he holds INDIS with obvious love and joy. It has been an age since I have seen him smile so. Nerdanel, see if you can brighten Feanor's countenance. I must give my best wishes to his Father and new Bride.

NERDANEL
I will do what I can but it is a daunting task to request of anyone.

MAHTAN leaves FEANOR and his DAUGHTER together.

FEANOR
(smiles)
A daunting task indeed! I have in fact been looking forward to your company my Lady.

NERDANEL
For what reason, my Lord?

FEANOR
I have a gift; something I have worked on for a long while.

FEANOR hands NERDANEL a NECKLACE with a BEAUTIFUL WHITE GEM set in fine gold.

CLOSE ON: The GEM is perfectly clear. FEANOR holds it up to the NOW BRIGHT STARS. Suddenly the GEM comes to life, and BLAZES with BLUE FIRE!
NERDANEL'S EYES are WIDE with AMAZEMENT.

NERDANEL
It is beautiful beyond words!

FEANOR puts it around NERDANEL'S NECK.

FEANOR
So is the maiden whom it was made.

FEANOR kisses NERDANEL'S NECK. SHE SHIVERS with delight.

NERDANEL
How was it made, Feanor?

FEANOR
It was wrought from a pure gem made while I studied under your Father.

NERDANEL
Its like has not been seen, even in the halls of the Valar.

FEANOR
It is only fitting for the maiden who will be my wife, if you will accept it.

NERDANEL looks up at FEANOR with excitement.

NERDANEL
Of course I accept.

NERDANEL embraces FEANOR and they KISS PASSIONATELY.

ANGLE ON: MAHTAN touches FINWE'S arm and points to the young lovers. He and FINWE smile and nod approvingly to each other. FEANOR and NERDANEL hold their embrace.

DISSOLVE TO:

INT. MINDON ELDALIEVA (KING'S TOWER), TIRION - DAY

The INNER HALL of the main floor in FINWE'S TOWER is WIDE and TALL, like a cathedral. Artwork of the NOLDOR and the AINUR adorn the walls and open sections, as if in a museum.

FINWE stands with EONWE, CAPTAIN of the VALAR GUARD.
TWO YOUNG BLOND ELVES enter in hast to FINWE'S side.

CLOSE ON: FINGOLFIN is tense and impatient but remains quiet as he waits for his FATHER to finish with EONWE.
FINARFIN, his BROTHER, is not as eager to disturb FINWE.

EONWE
It would seem, King Finwe, thy Fatherly attention is in demand. I must excuse myself.

FINWE
Forgive them, Lord Eonwe, they are barely out of their childhood and have yet to learn proper restraint.

EONWE walks out of the hall.

FINWE
What has Feanor done this time that has angered you so, my sons?

FINGOLFIN
It is not his actions so much as his words Father. He uses derogatory names for us like half-blood; he flaunts his title as first born and heir as if he were already King.

FINWE
Finarfin; have you heard Feanor speak so? You seem displeased to be before me in complaint of your brother.

FINARFIN
I am Father, for I wish not to be a burden unto you. Alas, Fingolfin and I both have been the object of his derision. Feanor is open before all with his disdain for us.

FINWE SCOWLS and is clearly disturbed.

FINWE
This is displeasing to hear. I will summon him. Please; leave me be. I must ponder this beforehand.

FINGOLFIN
As you wish, Father.

FINWE'S SONS leave the hall. HE sits in his chair and sighs.

FLASH MEMORY SEQUENCE:
MIRIEL stands atop FINWE'S tower. HER back is to the camera.
TELPERION'S LIGHT glows in the WEST SKY. MIRIEL slowly turns to face the camera.

CLOSE ON: MIRIEL is BEAUTIFUL and SAD. A SINGLE TEAR falls down her cheek.

END MEMORY SEQUENCE:
FINWE stares into empty space. HIS EYES well with tears.

EXT. FORMENOS – NIGHT

A LARGE FORTRESS stands beside a FAST FLOWING RIVER.
FINWE RIDES INTO FRAME toward FORMENOS; FEANOR'S CRAFT WORK.
HE dismounts and whispers a command to his STALLION.
The HORSE walks over toward a STABLE HOUSE as FINWE approaches the door to FEANOR'S STRONGHOLD.

INT. FORMENOS – NIGHT

FEANOR is hard at work in his METALWORK. A PERFECT WHITE METAL pours from his melting pot into a CAST.

CLOSE ON: A MITHRIL RING begins to cool.
FEANOR takes it from the cast and examines it.
FINWE enters and removes his cape.

FINWE
It is exceedingly hot in here Feanor. What metal are you forging?

FEANOR
It is something precious; a gift of Aule called Mithril. It takes an exceedingly hot flame to cast it.

FEANOR attempts to fit a GREEN JEWEL into the RING, which is shaped like TWO SERPENTS, one swallowing the other

FINWE
Feanor; you spend too much time away; you are adept at crafts and devices but have become distant and inconsiderate of others. I have born the complaints of your brothers

FEANOR
Half-brothers I did not want. If I am driven by my pursuits then the Eldar will all benefit from it. But I have not the patience for social niceties.

FINWE
Yet, you are driven by the fire of your own heart, only. Nerdanel waits for you to fulfill your vow. Do you still intend to wed?

FEANOR
Yes, Yes I do, but there are things which must be accomplished first.

FINWE
Feanor, there is life eternal here to accomplish what you will. Come back to Tirion. Make peace with your brothers. Wed Nerdanel and give her strong sons.

FEANOR
Life eternal. That prospect does not sound as appealing as it once did.

FINWE
Why do you say that?

FEANOR
I have traveled this land time and again and seen every league, save the dark mountains to the south. I desire to see the lands of our birth, to see shores other than the confines of Valinor.

FINWE
The lands of Middle Earth are vast and mostly uncharted with terrors that you could scarcely imagine. The reality is not as enticing as the dream my son.

FEANOR
Aule told much to me about the war against the Dark Lord Melkor and his Balrogs.

FINWE
There are horrors worse than the Balrogs; more ancient monsters that crept in the darkness of the world before the Elves awoke. I caution you to restrain your desires.

FEANOR holds up the BEAUTIFUL RING, which will become an heirloom of the house of FINWE. FEANOR hands the RING to FINWE.

FEANOR
Alas, I am compelled by them.

EXT. TIRION – DAY

FINGOLFIN stands in front of the SOUTHERN GATE of TIRION.
TWO ELVISH SMITHS stand on a scaffold and carve ELVISH SCRIPT into the HEADPIECE. FINGOLFIN watches them work.
GALADRIAL, FINARFIN'S daughter comes to his side.
SHE reads the IRRITATION in FINGOLFIN'S EYES.

GALADRIAL
Something troubles you my Lord.
Do you spot error in the craftsmen's work?

FINGOLFIN
They remove words, carved ages ago, and replace them with a new script. This is what irritates me.

GALADRIAL
Or does it irritate you that the letters are designed by our half brother Feanor, which now replace the original work of Rumil?

FINGOLFIN
Yes perhaps I am swayed by prejudice. His work is the better of Rumil's. That I will admit.

GALADRIAL
He gave a ring to Grandfather unlike any I have ever seen. If only his heart were as warm as his gifts.

SOUNDTRACK: HORSES HOOF BEATS approach.

FINGOLFIN
Nay, Galadrial. Feanor's heart is like one of his crystals, cold and hard.

FEANOR (OS)
If you seek a place in it for yourself half-brother, then you speak the truth.

FINGOLFIN turns to see FEANOR astride a WHITE STALLION.

FINGOLFIN
For too long I have strained to find a place in my heart for you brother, but you have made your feelings clear.

FEANOR
I made my feelings clear to our Father as well long ago and they have not changed.

FINGOLFIN
Are there any feelings in your heart that do not solely concern yourself?

FEANOR
Bah! Be gone Half-blood; I will brook no further insult from a bastard, unbefitting as a son of royal blood!

GALADRIAL is INCENSED and steps forward before FINGOLFIN can respond.

GALADRIAL
How dare you speak to him so! If you say one more hurtful thing I shall unseat you from your mount and fight you myself!

FINGOLFIN must restrain GALADRIAL as she lunges at FEANOR.
FEANOR smiles and rides off. HE casts one last comment as he goes.

FEANOR
It is a pity that the fire in the spirit of Finarfin's Daughter is so sadly lacking in yours, Half blood.

GALADRIAL
One day he will regret his mistreatment of you my Lord.

FINGOLFIN
I cannot imagine what could possibly make that come true Galadrial. He seeks neither aid nor council from anyone in Aman, Eldar or Ainur.

GALADRIAL
But for all of his arrogant words there is no one filled with more unrest than Feanor.

In the distance FEANOR rides out of sight.

GALADRIAL (OS, CONT'D)
A cloud of doom hangs over him.

EXT. OROME'S WOODS – NIGHT

WIDE: A GREEN FOREST stretches out far into the horizon.

ZOOM IN: The FOREST of OROME is alive with the sound of a CHASE! A LARGE WOLF runs fast away from its pursuers.

HUAN appears, an even LARGER HOUND of incredible speed and size, right behind. An ELF on HORSEBACK rides fast on its tail!

CLOSE ON: CELEGORM, THIRD SON of FEANOR and NERDANEL, aims his bow. HE steadies his shot as the HOUND drives the WOLF into his sight then LETS GO!

CELEGORM'S ARROW sinks into the back of the WOLF! The WOLF topples end over end. HUAN the HOUND takes the injured WOLF by the throat and KILLS IT.
CELEGORM dismounts and commands the HOUND away. AMROD and AMRAS, the youngest, IDENTICAL TWIN SONS of FEANOR, arrive on horseback.
AMROD withdraws a small HORN and lets a BLAST GO.

FAR AWAY, OROME LORD of the FOREST hears the shrill note of AMROD'S HORN and blows into his HORN! The sound of OROME'S HORN signals the end of the hunt and reverberates through the forest.

CLOSE ON: The DEAD WOLF is not an ordinary animal, but a VILE CREATURE twisted by dark magic. CELEGORM cuts his arrow out of it.

AMROD
I have not seen such a beast as this.
What is it doing here, in Orome's forest?

CELEGORM
It a Warg, Amrod, a beast bred by Melkor ages ago. They have been sighted in the south recently, but never as far north as Orome's woods.

AMRAS
Why is it in Valinor to begin with?

CELEGORM
It is said that evil lives in the shadowed mountains before the southern shore. In wars ages past, servants of Melkor fled into its darkness.

AMROD
How do you know of this, Celegorm?
No one has ever ventured into that place.

CELEGORM
None ever travel through Amras, but Orome has been there. He spoke of giant monsters that breed in the dark and feed on anything living that wanders into the mountain's shadows.

CELEGORM ties the dead wolf to his horse and climbs on.

CELEGORM
Come, the birds and beasts of the forest will not suffer this meal. Even the worms will neglect it.

The ELVES and HUAN ride off with the WOLF DRAGGING behind CELEGORM'S horse.

INT. FORMENOS – DAY

CARANTHIR and CURUFIN, the FOURTH and FIFTH SONS of FEANOR, work within FEANOR'S FORTRESS. CARANTHIR removes his APRON and GLOVES. CURUFIN handles a cast with a pair of tongs.

CLOSE ON: A WHITE METAL PENDANT falls from the cast.

CARANTHIR
Curufin, has it occurred to you that Father will be most displeased when he learns that you have used some of his precious Mithril for an ordinary piece of jewelry.

CURUFIN
He will learn nothing provided you tell him nothing, Caranthir. I diluted his stock of molten mithril with pure silver to make up for the loss in weight.

CARANTHIR
(laughs)
That is exceedingly crafty of you my brother. Now we shall see if it passes his notice.

CURUFIN
Indeed. We make for Valimar at the mingling of the lights.

EXT. WEST GATE OF VALIMAR – NIGHT

CARANTHIR and CURUFIN ride through the GATES to VALIMAR.
As they proceed through they are met by CELEGORM.

CELEGORM
Welcome back brothers. Your stay in Formenos was a productive one?

CURUFIN
It was indeed. Has Father arrived?

CELEGORM
Nay. Both he and Maedhros have yet to return from Aule's realm.

CARANTHIR
How did your hunt fare?

CELEGORM
I brought down our quarry, but it was a prey I would prefer not to have found.

CURUFIN
What did you find?

CELEGORM
I shall tell of it over a flagon of ale. The news is grim. Come let us stable your horses.

The RIDERS dismount and the THREE ELVES walk toward a LARGE STABLE where their COUSIN FINGON, SON of FINGOLFIN saddles his HORSE. FINGON see them approach and greets them.
FINGON
Greetings, my cousins. I trust your ride from Formenos was uneventful.

CURUFIN
As always. Where are you bound Fingon?

FINGON
I ride to meet your brother Maedhros and return with him and Lord Feanor from Aule's craft work

CELEGORM
The gathering is only a short time from commencing, and it is a far ride to Aule's caves. You had best ride swiftly and compel them to do the same on your return.

CARANTHIR
I wager that the three of you are late or miss the party completely.

FINGON
How much of a wager?

CARANTHIR
How about this?

CARANTHIR pulls CURUFIN'S MITHRIL PENDANT out of his pocket and holds it up.

CURUFIN
That's mine! How did you-

CARANTHIR
What do you wager?

FINGON
My knife?

CARANTHIR
It's a wager then. I look forward to claiming that knife, Fingon.

FINGON
You can claim only to be the loser of the wager once I have returned. Farewell cousins.

FINGON mounts his horse and speeds out of the stables then out the gate.

EXT. ENTRANCE TO AULE'S REALM – NIGHT

A TALL ELF with a striking resemblance to FINWE stands at the WIDE CAVERN leading to the VALAR LORD AULE'S REALM. MEADHROS, the ELDEST SON of FEANOR, scans the horizon for sign of FINGON.

WIDE ON: In the distance a RIDER appears at high gallop.

FINGON rides to the entrance and dismounts. HE embraces MEADHROS.

FINGON
Maedhros! It is good to see you again. But I have wagered my knife in a bet with Caranthir that we would not be late for the feast. We must leave after the next mingling of the lights or I shall loose it.

MAEDHROS
You wagered your knife? That was foolish.

FINGON
Caranthir taunted me. I could not resist. Where is your Father?

CUT TO:

INT. AULE'S COUNCIL CHAMBER – NIGHT

MAEDHROS (VO)
He is within Lord Aule's council chamber. Something is happening.

FEANOR sits at a small table across from a fire.
The VALAR LORD AULE sits in a large stone chair.
FEANOR is grim and deep in thought.

AULE
Thy dream is unsettling Son of Finwe.
It implies more than thou knowest.

FEANOR
What do you mean Lord?

AULE
It portends to the Vala, Melkor, and his eventual return. The noontide of Valinor is nigh; three long ages have past since the Dark Lord was imprisoned. Soon he shall sue for his pardon before Manwe.

FEANOR
Will Manwe release such evil?

AULE
That Melkor shall reveal. All depends on what three ages of imprisonment has done to his pride. Either it is broken or it is hardened. Whichever it is, Manwe will discern and make his judgment.

FEANOR
It would be better to destroy the fiend utterly and be done with him.

AULE
That only Illuvitar could accomplish. Melkor was the first Ainur and the most powerful. His life cannot be taken while the world exists.

FEANOR
But he can be wounded. I will ensure that the knowledge imparted to me by you shall be put to good use should Melkor return and bring trouble to the blessed realm.

AULE
Keep the knowledge close to thy heart Feanor. It is a dangerous art and not meant for the Eldar to practice. Only Ainur smiths have, before thee, been able to put forth spiritual properties into weapons.

FEANOR
No one shall learn it of me my Lord.

AULE
And hope, Son of Finwe, that this knowledge shall never need be put to use, for great doom shall fall if it should come to pass.

INT. GREAT HALL, VALIMAR – DAY

A HUGE PARTY with several thousand guests has gathered for a FEAST. All of the POWERS are present, as well as guests representing all three ELVISH KINDREDS.

ANGLES ON: TULKAS spins a tale to interested listeners.

GALADRIAL and her cousins IDRIL and AREDHEL gather around VARDA and YAVANNA with many other ELF MAIDENS.

FINARFIN and his wife EARWEN share wine with HIS SONS, FINROD and ORODRETH. FINROD is as KIND as he is COMMANDING, and only less skilled than FEANOR in the work of his hands.
ORODRETH is younger and walks in his brother's shadow.

Another IMPRESSIVE ELF enters with a BEAUTIFUL MAIDEN. TURGON is the SECOND SON of FINGOLFIN, and one of the GREAT LORDS of the NOLDOR. His WIFE ELENWE holds his arm. TURGON'S SISTER AREDHEL and DAUGHTER IDRIL greet them.

TURGON
Aredhel, my sister; it is pleasing to see you again. Has Fingon arrived yet?

AREDHEL
Nay Turgon; he is still away with Lord Feanor and Maedhros. But Grandfather is with Lord Olwe and he has asked for you.

TURGON
Then I should go to him.

TURGON kisses ELENWE and walks away.
OLWE, KING of the TELERI, shares a goblet of wine with INGWE, FINWE and INDIS. FINWE sees TURGON.
HE toasts the ELF KING and excuses himself.

FINWE greets TURGON.

FINWE
Turgon, at last you are here.
How is my favorite Grandson?

TURGON
As well as always Grandfather. There is little change here in the undying lands.

FINWE
There is a security in that which is lost on those who were born here, Turgon.

TURGON
For those of us born here, the desire to see other lands is something that always will be. The confinement is the sole bitter taste in this paradise.

FINWE
Always be grateful for the gift of this land. Those across the sea would stop at nothing to possess that which you take for granted.

TURGON
Yes my Lord. Is this what you wished to speak to me about?

FINWE
I wish it were all, but I have grim tidings. Fell beasts have been found in Orome's forest. Evil is once again reaching its fingers out from its hiding places.

TURGON
What do you thinks this means?

FINWE
How much do you know about the Dark Lord Melkor?

TURGON
Only what you have shared with me. The Ainur seldom speak of him and when they do it is in hushed whispers.

FEANOR enters with MAEDHROS and FINGON.
FINWE sees them and smiles.

FINWE
And now is not the time. Come to my hall in Tirion tomorrow and stay awhile. There are many things that we should speak of.

TURGON
I look forward to it my Lord.

FINWE embraces TURGON and then walks toward the large CASK of WINE next to FEANOR. Nearby FINGOLFIN, MAHTAN and ECTHELION are engaged in conversation. FINGOLFIN stops FINWE as he passes by.

FINGOLFIN
Father I wish to speak with you about Ecthelion and his position as your aide.

FINWE
Yes what about it?

FINGOLFIN
I would have him in my service if you will release him. He is skilled in defensive arts and shall find being captain of my guard to more closely favor his skills.

FINWE
My son; can we discuss this after?
For the moment my only concern is to refill my flagon with Yavanna's delicious wine.

FINGOLFIN nods to FINWE. He returns to the conversation.
FINWE begins to fill his flagon with wine.
NEARBY, FINGON is displeased. He sees CARANTHIR and shakes his head. CARANTHIR runs up excitedly with his hand out.

CARANTHIR
Hand it over Fingon. You are late.

FINGON reluctantly hands the KNIFE over to his cousin.
CELEGORM, CURUFIN, AMROD and AMRAS approach together.
FEANOR greets each of his SONS, ending with CURUFIN.

FEANOR
So, how did you fare in the furnaces of my craftwork?

CURUFIN (NERVOUS)
I could not produce anything worthy of your attention Father.

FEANOR
But you managed to spoil an entire molten pot of pure mithril with common silver. It may not be detectable by sight but if left long enough the silver will burn and rise to the surface. It cannot take the heat needed to keep mithril liquid.

CARANTHIR starts to laugh and catches himself.
CURUFIN hangs his head in both shame and anger.

FEANOR (CONT'D)
You will slave in the service of Aule for as long as required to replace it. Be ready to ride there immediately after the feast.

CURUFIN is now just angry. CARANTHIR puts his hand on CURUFIN'S shoulder to console him but is unable to contain his LAUGHTER. HE laughs hard at his ANGRY BROTHER.
FEANOR looks around the room for someone.

FEANOR
All but one of my sons is here. Where is MAGLOR?

CELEGORM
He is here; listen…

At the FAR END of the GREAT HALL, before the entrance to the RING of DOOM, an ELVISH BAND plays ENCHANTING MUSIC. The SINGER for the band sits at the front and plays an ELVISH HARP. It is MAGLOR, SECOND SON of FEANOR.

FEANOR
Ah, I should have guessed. I could not hear the music over the din of conversation.

MAGLOR begins a SOLO MELODY. It is a melancholy but beautiful song. The AUDIENCE gathers to hear and the sound of conversation dies down. Even the AINUR are mesmerized. MAGLOR ends the song. THUNDEROUS APPLAUSE greets him after a moment of silence.

ANGLE ON: MAGLOR humbly bows and steps down from his seat.
MANY in the audience congratulate him as he makes his way to his FAMILY. The SONS of FEANOR gather around their FATHER. FINWE approaches them with a full flagon of wine and several cups.

FINWE
This is a rare sight, the Seven Sons of my Son gathered together at once. We must celebrate; I think we are short one cup. Amrod and Amras will share one.

FINWE hands cups out and pours some into everyone's cup.

FINWE
To my sons; may great things come to you all; may you realize your dreams and may tales be written and songs sung of the deeds you do!

The SONS of FEANOR join cups with their FATHER and GRANDFATHER then drink back the toast. FINWE refills the cup for AMRAS as they all happily embrace each other.

DISSOLVE TO:

EXT. MOUND OF THE TREES - MINGLING LIGHT

The TWO TREES of VALINOR come into FOCUS.
The LIGHT of the TWO TREES MINGLES in an UNUSUAL HUE.
FEANOR walks into frame with a look of WONDER. HE stands before the TWO TREES as their LIGHT becomes BRIGHT and POWERFUL.

SUDDENLY: The SKY becomes BLACK, like a SHADE DRAWN OVER A WINDOW! FEANOR looks around in FEAR as the BLACK NOTHINGNESS surrounds him and the TREES.

A DEEP VOICE speaks in the BLACK TONGUE, a language unfamiliar to FEANOR. FROM within the BLACKNESS a HUGE SPEAR THRUSTS INTO BOTH TREES! The TREES make an AUDIBLE DEATH CRY!

FEANOR CRIES OUT but is STRANGLED by BLACK TENTACLES from within the DARKNESS! FEANOR is VIOLENTLY PULLED IN!

SUDDENLY: FEANOR WAKES UP in his bed. He realizes that he had the same dream again. He runs his hands through his hair and breathes deep.

INT. MINDON ELDALIEVA, TIRION - NIGHT
FEANOR walks down a hall that leads to a HIGH BALCONY. He steps onto the balcony and is surprised to see MAHTAN. MAHTAN gazes across at the distant SEASHORE, which is only visible from FINWE'S TOWER.

MAHTAN
Do you truly desire to see what lies on the other side of it?

FEANOR
Yes I do. You remember it Mahtan. Do you not miss your home?

MAHTAN
Sometimes yes. There were qualities to the life we lead that were left behind when we forsook Middle Earth. But that which we have gained far outweighs what we have lost Feanor.

FEANOR
It is difficult for me to see it that way, especially with the imminent return of Melkor.

MAHTAN
Possible return. None knows which way Manwe shall decide.

FEANOR
I feel that something is nigh. A recurring dream haunts my sleep. It is a warning of doom to come. I am sure of it.

MAHTAN
Then take what measures that you see fit, Lord Feanor. But do not loose sight of what is closer and more important.

FEANOR
What is it that you speak of Mahtan?

MAHTAN
My daughter was strangely absent from the feast in Valimar. Why does Nerdanel cry at night when she visits, Feanor? She will not speak of you other than to say that she no longer sees you.

FEANOR
I am compelled to work alone and there is always some task that's waits to be finished. The stones I have languished on are nearly complete.

MAHTAN puts his hand on FEANOR'S shoulder as he walks away.

MAHTAN
A long labor it has been Feanor but I hope it is not too costly.

MAHTAN leaves and FEANOR looks out at the STAR-FILLED SKY.

FEANOR
And yet, the greatest labor is about to begin.

DISSOLVE TO:

EXT. WESTERN GATE OF VALIMAR – NIGHT

We see the HUGE GATE of VALIMAR, a hundred feet wide, fashioned of mallorn and gold. It is adorned with hand carved sculptures and artwork of the AINUR.

CLOSE ON: The GATE OPENS and MELKOR is revealed; bound with ANGAINOR, but in his fair form. His head is bowed in humiliation as he proceeds through the gate.
MANDOS walks behind MELKOR. In HIS HAND he holds the end of MELKOR'S CHAIN.

Hundreds of elves follow behind MANDOS on the road outside the gate, stretching into the distance. To the right of the gate, the two trees sit. The silver light of Telperion glows in the night sky.

Many ELVES and AINUR are in the procession. Amongst those who follow are ELF LORDS, FINWE, INGWE AND OLWE, with their host behind them.

FINWE
We have feared this day for a long time.

OLWE
Yes, you spoke of it the day my people arrived. The Teleri have remembered your warning and taken it to heart.

FINWE
Do you still regret the decision to forsake Middle Earth, as you did then? There has been much talk it recently.

OLWE
At times, I do. It was a hard choice to leave the shores of Brithombar. Melkor was imprisoned and many felt there was no longer any need to come. Indeed, many wished to stay and search for Elwe, and some did.

FINWE
(bitterly)
I have dearly missed him. He alone would understand the heaviness in my heart this day.

FINWE casts a fearful glance at MELKOR.

FINWE (CONT'D)
Manwe will never grant his release.
MANDOS and MELKOR walk through the streets of VALIMAR until they come to the GREAT HALL of THE VALAR and proceed up the steps. The ELF LORDS ARRIVE with many others behind them and follow the Valar into the hall.

INT. RING OF DOOM

The PROCESSION STOPS before the RING OF DOOM
MELKOR is before them on one knee, head bowed.
MANDOS stands behind him, impassive.

MANDOS
(High speech of Valinor)
Lord Manwe, I have brought the prisoner before thee on this appointed day having served his sentence according to thy judgment.

MELKOR
My Lord, three long ages in darkness I have spent to consider all that I have done. Know that I am truthful when I say to thee that I forsake my former ways. I plead before the Lords of the Valar and Illuvitar Himself to show mercy. Grant my freedom! I will show my good will and make amends for the hurts I have wrought.

A BEAUTIFUL VALAR called NIENNA comes forward, stands in front of MELKOR, and BOWS before MANWE. Her EYES TEAR though her composure does not reflect it. She is robed in black with only her face showing. SHE RISES and SPEAKS.

NIENNA
My Lord Manwe, I aid the prayer of Melkor. I feel his anguish and know that it is genuine.

ULMO comes forward. His HELMET is DARK METAL and CRESTED WITH FOAM, the MAIL of his ARMOR SHIMMERS like FISH SCALES.
He is the only VALAR who refuses to take an earthly body.
He is a WATER SPIRIT and his form always flows as such; calm when he is calm and frothing when he is roused.
At this moment the WATERY FORM of ULMO RAGES!
ULMO'S VOICE IS THE MOST OTHERWORLDLY OF THE VALAR.

ULMO
(passionately)
My Lord he must not be set free.
An eternity in darkness is not punishment enough for the crimes of Melkor!

CLOSE ON: ULMO LOOKS DIRECTLY AT MELKOR.

ULMO (CONT'D)
I am curious, how shalt thou make amends to those corrupted and slain at thy hand?

MELKOR does not respond to his bitter foe.
TULKAS steps forward and glares at MELKOR with anger.

TULKAS
Go ahead and set him free my Lord so that I might lay my hands on him again and crush him!

There is discourse amongst the audience at TULKAS' OUTBURST. MANWE is silent a moment before he RISES with his judgment.
The room goes SILENT.

MANWE
I sense no deception in thee Melkor and I perceive no evil in thy spirit. But I am not convinced entirely that thou art sincere, as I am wary of thy cunning and the power of thy voice.

CLOSE ON: MELKOR looks up at MANWE with hidden malice.

MANWE (CONT'D)
For this, I cannot grant thee full freedom. Instead thou shalt dwell within the walls of Valimar and serve the greater good in the sharing of thy knowledge and power. In time, after I am satisfied, you may once again plead thy case before me.

MELKOR
Thou art most gracious my Lord.

The reaction in the hall is varied.
NIENNA bows her head.
ULMO and OROME are disgusted!
TULKAS STORMS OUT of the HALL!
MELKOR glances over at FINWE.

CLOSE ON: MELKOR'S EYES, then FINWE'S.

FLASH TO:

EXT. CUIVIENEN FOREST – NIGHT

A YOUNG FINWE emerges from the forest and stumbles into The DARK RIDER. MELKOR'S EYES look down on him from the rider.

FLASH TO:

FINWE IS VISIBLY DISTURBED.
MANDOS removes A KEY from his pocket and KNEELS BEHIND MELKOR.

FINWE
(shocked)
Remember the terror of the forest, Olwe?
He stands before us, free.

INGWE
This is not what I expected, but as I feared.

OLWE
Manwe is bound by the One Will and does as he is commanded to do. My people will not welcome Melkor be he sincere or not. Go find your sons, Finwe, and tell them of what has happened here.

FINWE does not answer but TURNS TO LEAVE.

INGWE
Farewell, Finwe.

OLWE
May the Valar keep you, my friend.

FINWE LEAVES the HALL as MELKOR comes into frame.

CLOSE ON: MELKOR'S CHAINS DROP TO THE GROUND.

MELKOR RISES, and he stares at his free hands with joy.
HE STANDS STRAIGHT and holds his head high. HE SMILES broadly. He is tall and beautiful; magnificent to behold. Several AINUR and many ELVES gather around him to congratulate him.

DISSOLVE TO:

EXT. VALIMAR, ALLEYWAY – NIGHT

AMROD and AMRAS quietly make their way down a narrow stone alley and stop before a DOORWAY. AMROD is nervous.

AMROD
Are you sure about this Amras?

AMRAS
Yes, this is where he told us to meet him.

AMROD
Not that; I mean should we be doing this? Father would be most displeased should he learn of it.

AMRAS
If there were still some danger; then the Powers would not have shown him clemency. He has offered to teach many things we both wish to learn. And he is the wisest of all the Valar. Even Grandfather has said so.

AMRAS proceeds to knock just as the DOOR OPENS on its own.

INT. MELKOR'S CHAMBER – NIGHT

The TWO CURIOUS ELVES walk into a LARGE ROOM with several floors, all filled with bookshelves and crafts of all kinds, artwork and even weapons. MELKOR has been busy in his short time of freedom. The TWINS gaze in wonder when a VOICE STARTLES THEM.

MELKOR (OS)
Do not be amazed at the treasures and crafts seen before thee here. Such things thine hands can and will make with my instruction.

MELKOR stands behind the TWINS as if they had just walked through him. They are at first frightened.

AMRAS
Lord Melkor, you startled us. Your chamber is indeed filled with many wonders.

MELKOR
As I have said, there is nothing in this room that cannot be accomplished by the skilled hands of the Noldor. But Lord Amrod, thou art not as keen to learn my craft as thy brother.

AMROD
I have reservations, my Lord.

MELKOR
Understandable too, I should say. Allow me to prove myself. Under my instruction thou shalt learn of no forbidden thing, no dark art; only craft that shall benefit the Noldor. Let my actions speak for me, Lord Amrod.

AMRAS
Forgive him Lord; we are both willing, as are many more of our people.

MELKOR
This I assumed for the Noldor are as deep in their understanding as they are skilled with their hands. The mightiest of the Three Kindred and the most pure of blood thou art.

MELKOR has the TWINS in his spell. The VOICE of MELKOR has a powerful effect on the SONS of FEANOR, who smile and nod in agreement.

MELKOR
Indeed, look at what has been accomplished in three short ages here in Valinor. Think of the mighty realms that would surely have arisen in the East, had the Noldor resisted the needless call to the undying lands. Realms that the Noldor could have ruled at their own will in power and freedom. At the least thou shalt learn of all there is to reveal here in thy captivity.

AMROD
It is strange Lord Melkor, but you echo the words spoken so often by our Father. It is strange to hear them from a Lord of the Valar.

MELKOR
Then know that I fear not the truth, nor speaking it. Let me tell you more.

EXT. FINGOLFIN'S HOUSE, TIRION – DAY

FINGOLFIN paces at the door of his LARGE STONE HOME.
A rider approaches and is revealed to be FINGON, his SON.
FINGON dismounts and hands the reigns to ECTHELION.
HE hurriedly meets FINGOLFIN and enters the house.

INT. FINGOLFIN'S HOUSE – DAY

FINGON reports to FINGOLFIN as they walk into a large hall.

FINGON
Aye it is true! Melkor has been given freedom to move outside the walls of Valimar. His supporters swell amongst our people and even some of the Vanyar have lent him their support.

FINGOLFIN
He will not be welcome in the House of Finwe should he come to Tirion.

FINGON
It is certain he will Father. He has won the hearts of the Noldor with his wise and appealing words. But many of the rumors preceding him are unsettling.

FINGOLFIN
Yes; I have heard much talk about forsaking the undying lands and returning to Middle Earth. But it is Feanor who fans those flames and he is no friend to Melkor.

ECTHELION interrupts.

ECTHELION
Forgive me, my Lords, but He is here!

EXT. FINGOLFIN'S HOUSE, TIRION - DAY

The THREE ELVES walk out onto the stairs of FINGOLFIN'S HOUSE. A large crowd surrounds MELKOR, as he walks down the main street. MELKOR is RADIANT in his BEAUTY. HE sees the LORDS and smiles as he approaches them. As he comes closer TURGON is revealed off to the side. MELKOR stops suddenly and looks directly at TURGON.

CLOSE ON: TURGON'S EYES SHOW MISTRUST and DISLIKE.
MELKOR'S EYES SHOW FEAR for some unknowable reason.

MELKOR hides his uneasiness in the presence of TURGON and continues toward FINGOLFIN.

MELKOR
Lord Fingolfin, I offer thee my services in any way that might benefit thy house.

FINGOLFIN
Why do you so freely offer your service to those who neither want it nor trust you?

MELKOR
The last of those who doubt me reside within the house of Finwe. I only wish to make amends to the King of the Noldor for it is he who is most aggrieved.

FINGOLFIN
True. I will listen to your council Lord Melkor and if I am moved I shall take it to King Finwe. But be warned; I am not so easily moved by the power of your voice.

FINGON
Do not give him the opportunity to prove you wrong, Father. Send him away.

MELKOR
I will go if that is thy wish Lord, with no bitterness in my heart only sorrow.

FINGOLFIN
We shall speak, Lord Melkor, but in the presence of my sons.

MELKOR turns to see TURGON walk up the stairs.
MELKOR is visibly uncomfortable for a moment.

MELKOR
If that is thy preference, Lord Fingolfin, then it is mine as well.

MELKOR walks with FINGOLFIN into the HOUSE.
TURGON hesitates. HE and FINGON look at each other with grim displeasure and then both proceed inside.

EXT. VALINOR PLAINS: STARLIGHT

A STAR-FILLED SKY fills the frame. We see A RIDER AT HIGH GALLOP on the star-lit plain Ahead of the RIDER, on a small hill, stands MAEDHROS beside his horse. CARANTHIR arrives and quickly dismounts. The TWO BROTHERS EMBRACE each other.

CARANTHIR
(smiles)
Greetings Brother, I was beginning to wonder if you were coming. Perhaps you had trouble finding your way?

MAEDHROS
Father's summons was sudden and ominous, and your levity inappropriate, Caranthir.

CARANTHIR
You are always too grim Maedhros. It is likely just another warning about Melkor, since he has entered into Tirion.

MAEDHROS
There is reason to be grim with the unrest of late. Let us make haste to Formenos. Father awaits our arrival.

CARANTHIR and MAEDHROS mount their horses and ride off at high gallop.

EXT. FORMENOS – NIGHT

THE RIDERS arrive at the STONE FORTRESS and dismount.
They go through the HEAVY WOODEN door.

INT. FORMENOS WORKSHOP – TORCHLIGHT

MAEDHROS and CARANTHIR walk into the workshop with FEANOR at a bench, his back to them. The craftwork has changed over the age. Several PALANTIRS sit on a shelf at the far wall. One rests on FEANOR'S bench, covered with a thin cloth.
Maps of Middle Earth and Valinor are scattered on the bench where FEANOR works intently with CLEAR GEMS. FEANOR is seen from behind only, his face hidden by shadows in the dimly lit room.

MAEDHROS
We have come as soon as we could.

FEANOR concentrates on the task before him and does not look at his SONS.

FEANOR
Do you have word of your brothers? Where are they?

MAEDHROS
Maglor is visiting the Teleri shipyards and will return soon. Curufin has not returned from Aule's realm. Celegorm will be here within the hour. I have summoned the twins, however there is a concern.

FEANOR suddenly looks up at MAEDHROS.

FEANOR
What concern?

MAEDHROS
Amrod and Amras have been secretly under the study of the Vala Melkor. He seems both kind and wise. Many have turned to his council.

FEANOR
Your grandfather awoke by the Waters of Cuivienen amongst the first of our people. He remembers the dark rider who spread terror after the awakening. My Sons know nothing of evil. I do not trust this creature and I begin to wonder about the others of his kind.

MAEDHROS
I have heard some of the Powers speak harshly against Melkor.

FEANOR
Yet Melkor is not only one of them, he is the most powerful and wisest of them. And trust not to my half-brothers and their sons for they are deep in his council. Fingolfin would usurp my rightful place as heir if fate lent him the chance.

MAEDHROS
(upset)
I have been a friend to my cousin, Fingon. He has ever spoken fondly of you, Father!

FEANOR
And where would he place his loyalty were he forced to choose a side?

MAEDHROS does not respond for a moment.

MAEDHROS
What would you have us do?

FEANOR
You have both retained what I have taught you concerning the art of forging metals. Though I am forbidden from sharing the secrets Aule taught unto me, I shall teach you my sons, how to forge spiritual steel. Since the Powers gave freedom to the enemy of our people, we must be prepared.

MAEDHROS
I sense something else. What more troubles you Father?

FEANOR stands up and walks to a SOUTH-facing window.
He sighs with heaviness as he gazes at TELPERION'S LIGHT.

FEANOR
In a dream I saw darkness pulled over Valinor like a veil. From the darkness a spear pierced the hearts of the trees and they died.

MAEDHROS
What do you think it means?

FEANOR
There is only one thing of which I am certain: It was more than a dream. I am compelled to act.

MAEDHROS
What are you going to do?

EXT. MOUND OF THE TREES - MINGLING OF THE LIGHTS

ANGLE ON: TELPERION'S LIGHT begins to MINGLE with the LIGHT of LAURELIN. A HAND HOLDING THREE GEMS moves into frame.

SOUNDTRACK: THEME OF THE SILMARILS starts soft and builds in intensity.

FEANOR holds THREE CLEAR CRYSTALS before the trees.
HE speaks an INCANTATION in the HIGH SPEECH OF VALINOR that invokes the name of ILLUVITAR. The PRAYER causes an immediate REACTION from BOTH TREES.

CLOSE ON: FEANOR wears a look of WONDER.

TELPERION GLOWS INTENSELY BRIGHT and a BEAM of its LIGHT REACHES out to FEANOR'S HANDS, then ENVELOPES HIM.
LAURELIN BEGINS TO GLOW BRIGHT YELLOW and throws a SIMILAR vein of LIGHT through FEANOR'S HANDS.
The TWO LIGHTS BECOME ONE RADIANT BEAUTIFUL LIGHT.
The LIGHT IS SUCKED INTO THE GEMS IN FEANOR'S HANDS!
THE TREES FLASH & THE SCREEN GOES WHITE!

SOUNDTRACK: THE MUSIC CLIMAXES.

SUDDENLY: The TREES ARE BACK TO NORMAL.

FEANOR TREMBLES and FALLS HARD on his KNEES. In front of him TELPERION wanes and LAURELIN has begun to glow.

SOUNDTRACK: THEME OF THE SILMARILS (SOFT)

The SILMARILS RADIATE with a BEAUTIFUL HUE.
FEANOR LOOKS INTO the SILMARILS and becomes ENTRANCED.
FEANOR'S EYES WIDEN WITH JOY.

EXT. VALIMAR – DAY

We see the GREAT HALL as visitors stream into it.

INT. GREAT HALL – DAY

The hall is filled with ELVES and AINUR gathered for the ANNUAL FEAST. MANWE and the other POWERS gather together at the far end.

FINWE and INDIS are together with several ELVES including INGWE. FINWE'S SONS FINGOLFIN and FINARFIN are present.
With them are FINGOLFIN'S sons TURGON and FINGON and FINARFIN'S son and daughter FINROD and GALADRIEL.

INGWE
Where are your eldest and his sons, Finwe?
I have not seen Feanor in a long time.
I should like to ask of these seeing stones he has crafted. What did he call them now?

FINWE
Palantirs. Feanor has been at Formenos where he keeps them. We spoke there after the release of Melkor, but I have not seen my grandsons in some time.

The CAMERA SLOWLY PANS LEFT and passes INGWE'S conversation with FINWE. IT RESTS on FINGOLFIN and GALADRIEL who are separate from the conversation but also speak of FEANOR.

FINGOLFIN
He is outspoken as of late and I am ill at ease with the talk that I have heard. Feanor dares to question the authority of the Valar and even speaks of them as our captors.

GALADRIEL
Feanor's words are potent. Others including myself would dearly love to gaze upon the vast lands of Middle Earth. He speaks to the hearts of many, so many now look to him.

FEANOR and HIS SEVEN SONS ENTER. The CROWD PARTS for them as they proceed, in formation with FEANOR at the front, to the feet of MANWE.

CLOSE ON: GALADRIEL eyes FEANOR with unease.

GALADRIEL
However his mood is fell and always I have seen a shadow in his heart.

The SILMARILS hang around FEANOR'S NECK.
IMMEDIATELY the ATTENTION of the room is on him.
HEADS TURN and conversations suddenly stop. FEANOR no longer seems an ELF but has a GLOW similar to a LORD OF THE MAIAR.
THE CROWD is AMAZED and PLEASED by the GEMS.
The VALAR are captivated by the SILMARILS.

CLOSE ON: MELKOR stares in AWE.

MANWE
I had no knowledge of this! How didst thou accomplish such a thing outside of my sight?

FEANOR
I have been burdened by a dream that compelled me to create these Silmarils. The craft I learned of Aule.

AULE STANDS UP.

AULE
These gems were not made by any craft learned of me! The Light of Aman shines forth from these stones!

VARDA comes forward. She is the MOST BEAUTIFUL BEING ever created. The LIGHT OF ILLUVITAR shines from her face and it is difficult to look directly at her. When she speaks she sounds like a chorus of BEAUTIFUL VOICES!

VARDA
They contain the mingled light of the Two Trees! Thou hast achieved a great wonder that surely was aided from above. I sense great power within them. Bring them forth!

FEANOR HESITATES then approaches with the SILMARILS.
VARDA reaches out and touches the gems. A warm glow encases them.

VARDA
These Silmarils are from this day forth hallowed. No unclean hand may touch them without searing pain.

MELKOR stands ENTRANCED BY THE SILMARILS.
The lust is worn in his expression.

CLOSE ON: The SILMARILS.

CLOSE ON: MELKOR'S EYES GO WIDE with LUST.

MAEDHROS walks through the crowd and approaches FINGON.
FINGON smiles at the approach of his good friend.
They take each other in a friendly embrace.

MAEDHROS
Fingon, I am pleased to see you. Grandfather told me of your frequent visits. I am sorry that I missed them. But I must ask your pardon for my secrecy of late.
I owe you an explanation, my friend.

FINGON
I have looked for you many times, Maedhros. What has been keeping you away? Did you aid your Father in the crafting of those incredible gems? This hall is alive with talk of them.

MAEDHROS
Nay, the Silmarils are of his genius. Neither I, nor any of my brothers had even the smallest part in their making. But Melkor's release has disturbed King Finwe. I have spent less time in Tirion as a result.

FINGON
Yes, he has warned my Father and Lord Finarfin as well. Melkor has those who support him, though I am not one of them. I have seen him sit in council with many Lords and even my Father has lent him his ear, though only with half a heart.

MAEDHROS LEANS toward FINGON and speaks softly.

MAEDHROS
Take care and be on guard, Fingon. His lies are infectious and subtly spread. Warn your people to beware of him.

FEANOR looks at GALADRIEL as she strolls by and walks beside her.

FEANOR
(warmly)
My brother's daughter is truly the most beautiful of all of Illuvitar's children.

GALADRIAL does not respond to the compliment. FEANOR gazes at her hair.

FEANOR
Your hair is a marvel to behold. It shines like the mingled light of the Two Trees.

GALADRIEL
(coldly)
I have heard you tell me as much. What can I do for you Feanor?

FEANOR
(humbly)
I know you have denied me before. But I must ask once more for one golden hair from your head so that I may encase it in a gem like the Silmarils, where its beauty can only be matched.

GALADRIEL
(coldly)
Three times now you have asked me and now for the third time I refuse. Do not ask me again.

FEANOR
What have I done of late to earn such scorn my Lady?

GALADRIAL
It is not of late but things past that I cannot forget. Do not attempt to play the role that you once cast aside. The blood that we share runs very cold between us.

GALADRIEL walks away from a DISMAYED FEANOR.
MELKOR GLARES in the background.
His gaze falls only on the Silmarils.

EXT. VALINOR COUNTRYSIDE – NIGHT

We see the LANDS OF VALINOR rushing by below as if from the perspective of a mighty bird at flight. YAVANNAH'S FIELDS move past and then OROME'S WOODS. Open plains are followed by rocky hilltops that climb up into a forest that shrouds the mountains in the distance. In front of the mountains lies a narrow valley with a river running through.

SETTLE ON: Beside the river stands FORMENOS. MELKOR moves into frame and then WALKS to the FORTRESS DOOR. MELKOR KNOCKS at the door. FEANOR ANSWERS and coldly looks at MELKOR.

MELKOR
Son of Finwe, thy fame is great indeed and the works of thy hands astonish even the mightiest of the Ainur. But I acknowledge thy distrust and do not pretend guiltlessness in the crimes of my past.
FEANOR
You are right Melkor I trust no one but my sons and my father. You I trust less than anyone.
What are you doing at my door?

MELKOR
I have come to speak of things we share in common, a desire for freedom from constraint and subjugation. That thou wouldst leave this place and seek the lands of thy people is well known. But what is not known unto thee is the threat of Fingolfin, your half-brother and traitor.

FEANOR is unable to resist MELKOR'S STARE.

MELKOR (CONT'D)
Even now his smithies are hard at work forging weapons and armor. Often he has spoken to King Finwe with false words concerning his Half-Brother. Now he seeks to turn Finwe against thee for speaking of rebellion. He would usurp both the crown of the Noldor and the love of thy Father!

CLOSE ON: FEANOR'S EYES BURN WITH ANGER

FEANOR
I have heard it said by others as well that he would seek to win my father's crown from my rightful place, but to supplant me by force? If Fingolfin is indeed making weapons it can be for one reason only.

MELKOR
I know the desires of thy heart Lord Feanor. I know that the Valar coerced your people from the wide lands of Middle Earth to this secluded island only to waste away for eternity as pawns and subjects.

FEANOR shows signs of WAVERING and MELKOR SEES this.
MELKOR (CONT'D)
Too great were the Eldar of Middle Earth in danger of becoming. I will see thee back to thy home and can find the paths that would take thy people there safely.
For am I not Vala also? Yea, and more so than those who sit with pride in Valimar over thy people. But I have ever been a friend of the Noldor, most skilled and valiant of all the people in Arda.

CLOSE ON: MELKOR'S EYES BURN with POWER
FEANOR'S EYES REFLECT THE GAZE OF MELKOR

MELKOR
The King's Hall is a strong place and Tirion a well-guarded city. But think not that the Silmarils will lie safe while they reside in the realm of the Valar!

FEANOR'S LOOSES the previous uncertainty he showed.
He becomes angry as MELKOR speaks of the SILMARILS.

MELKOR (CONT'D)
Remember my words, the Valar will ask for the Silmarils knowing that thou cannot refuse them.

FEANOR IS FURIOUS but as angry as he is, FEANOR still fears MELKOR and only speaks harshly to him.

FEANOR
(High speech of Valinor)
Be gone from my house thou jail-crow of Mandos!

FEANOR SLAMS the DOOR in MELKOR'S FACE.

INT. FINWE'S HALL – TORCHLIGHT

FINGOLFIN and FINARFIN enter their FATHERS'S HALL.
GLORFINDEL and ECTHELION stand back as they approach FINWE.
FINWE seems WEARY and SULLEN as he sits on his throne.

FINARFIN
(angry)
Father you have heard what Feanor has spoken of, that he would lead the Noldor out of Valinor against the will of the Valar!

FINWE
(sighs)
He has said as much to me.

FINGOLFIN
Then will you not restrain the pride of my brother? By what right does he speak for all our people as if he were king? You it was long ago who stood before Manwe who told you to go to our people and bid them accept the Summons of the Valar. You it was who lead the Noldor through the dark perils of Middle Earth to the light of the Two Trees. If you do not now repent of it, then know that you have two sons at least that honor your decision.

A COMMOTION is heard outside as FEANOR STRIDES IN THE ROOM wearing FULL ARMOR and a POWERFUL SWORD by his side.

FEANOR
So it is as I have heard! My half brother would be before me with my father, in this and all other matters!

FEANOR turns to FINGOLFIN and DRAWS HIS SWORD, but keeps it low to his side. FINGOLFIN BOWS to FINWE and without looking at FEANOR, WALKS TO THE DOOR with his brother. FEANOR FOLLOWS him under the huge doorway. HE puts the POINT OF HIS SWORD to FINGOLFIN'S CHEST, and stays him there.

FEANOR
See half brother; this is sharper than your tongue! Try but once more to usurp my place and the love of my father and maybe it will rid the Noldor of your treachery.

Again FINGOLFIN makes NO ANSWER and goes through a crowd of ELVES with his brother FINARFIN.
All others leave and the DOORS ARE CLOSED. FINWE looses his composure. He stands up, visibly shaken.

FINWE
Feanor, what madness has taken hold of you that you would arm yourself and threaten the life of your brother here in my presence?

FEANOR
I only seek to protect what is mine by right of birth!

FINWE
And if you think that there is anyone in this world whom I love more than my firstborn then put such ideas out of your head!

FINWE shakes his head in frustration and slumps in his chair.

FINWE (CONT'D)
The fire within your spirit is your source of strength and your greatest weakness at the same time!
FEANOR
Fingolfin spoke truly, though, of my desire to be gone from this place! I have poured over the maps made by the Ainur and studied the lands of our people. There was never a need for us to flee our home! In the years since the war of wrath the peoples of Middle Earth have flourished. Kingdoms of the Eldar have arisen and greatest of them is that of your friend Elwe now called Thingol.

FINWE becomes exited but asks FEANOR with trepidation.

FINWE
Of Thingol I have heard, but that he is truly Elwe Singollo? From whom did you learn of this?

FEANOR
Word of it came to Amrod and Amras from the Vala Melkor.

FINWE
Melkor? I warned you not to listen to his lies!

FEANOR
Melkor has been whispering in the ears of every Elf that will listen and many do. He is wise and his words are convincing, but he does not hide his lust for the Silmarils, nor do any of the Powers.

FINWE
Truth mixed with lies is to be found in all that he says and which is which who can say? It is best to disregard all that proceeds from his forked tongue.

FEANOR
It is not as simple as that; his power is also one of persuasion. Melkor's words are fair and wise and woven amid them are other words that resound in the heart of those who would listen. When repeated to others, his words seem like their own.

FINWE
And did you have words with him?

FEANOR
He approached my door and spoke of the Silmarils, as though I need fear everyone but him. We must hide them now.

FINWE
I should have seen his hand in this from the start. We will warn our people and you must make peace with your brother; for you have wronged him.

FEANOR
I have no intention to repent of my words or my deeds. I have never loved the half-brothers you forced upon me. If you had been content with the son your first wife bore you we would have no conflict now.

FINWE lowers his head as if in defeat.

FEANOR
And what of my wish to leave Valinor? Many would follow me. What about you, my Father?

FINWE
I would go with my Son though I believe it to be folly, for I will not be parted from you; but also I desire to see my friend Elwe.

FINWE SITS back down on his throne.

FINWE
But you will not leave. Take my council as you always have. There is evil at work here. It has permeated the mood of this city.

FEANOR
Then come with me to Formenos and we'll bring the Silmarils with us. I will lock them in my vault with many guards to protect them. I do not believe they are safe in this city any longer.

FEANOR walks up to the wall behind his father's throne where the SILMARILS are displayed in all their glory. FEANOR has a Lustful look in his eye as he gazes at them.

CLOSE ON: Feanor’s hands, as he takes the SILMARILS down.

EXT. AVATHAR, MOUNTAINS - DARK NIGHT

HIGH WIDE: We see the DARK SOUTHERN MOUNTAIN RANGE.

PUSH IN: A HUGE RAVINE appears with TWISTED TREES that protrude out of BLACK DARKNESS. Amid the darkness, BLACK SPIDER WEBS stretch from branch to branch. The DRIED CARCASSES of many living things are SUSPENDED in the WEBS.

CUT TO:

FOLLOWING ANGLE ON: A LOST WILD GOBLIN RUNS FRANTICALLY under the DARK FOREST CANOPY. HE glances over his shoulder with FEAR. SOMETHING CHASES HIM and makes a LOUD SCURRYING NOISE behind him.

CLOSE ON: The GOBLINS FOOT TRIPS on an EXPOSED TREE ROOT
The GOBLIN FALLS over the edge of a WIDE, DEEP RAVINE into a HUGE SPIDER WEB. The HELPLESS GOBLIN hangs SUSPENDED in mid air.

CLOSE ON: The EYES of the GOBLIN go wide with TERROR!
HE starts to SCREAM as a SHADOW PASSES over his head.

PULL BACK: A HUGE SPIDER-LIKE CREATURE is revealed: UNGOLIANT, A GIGANTIC, DEMONIC SPIDER, and the MOST HORRIFYING MONSTER IN ARDA!
UNGOLIANT SINKS her TONGUE into the head of the SCREAMING GOBLIN, who SCREAMS LOUDER as she feeds.

SUDDENLY: MELKOR speaks.

MELKOR (OS)
Ungoliant, my love, a true servant of evil thou art.

MELKOR SITS on a HUGE TREE LIMB. His appearance is that of the terrible DARK LORD once again, and IN THIS FORM HE REMAINS.

MELKOR (CONT'D)
A spider uses venom to silence its prey: Yet thy desire is for food flavored with horror and terror.

MELKOR CLIMBS DOWN. As TALL and MIGHTY as he is, MELKOR still looks up at UNGOLIANT with a bit of fear.

MELKOR (CONT’D)
Thy master once again has need of thy webs.

UNGOLIANT GLARES at MELKOR with loathing and speaks in a FEMININE VOICE that is VILE and COMPLETELY EVIL.

UNGOLIANT
Melkor thrall of Mandos and Manwe, my master thou art no longer. In the vastness of time I have grown powerful and serve only my own hunger now.

MELKOR'S EYES burn into the VILE DEMON and HE summons all of his power of persuasion.

MELKOR
Yet no light can penetrate the darkness spun in thy webs that have choked all life from this place. And what shall ye do when thou hast run out of Goblins and Wolves to feed on? I will tell thee: thou shalt turn on thine own children feeding on every last one and when thou art starving again thou shalt consume thine own self.

UNGOLIANT is affected by MELKOR'S VOICE and STARE.

UNGOLIANT
What do you want of me?
Why are you here after all of this time?

MELKOR
Come and aid me in my plan. I will give thee whatever thou desire to feed on freely. Yea with both hands I shall give to thee. Would the light of the two trees satisfy thy hunger? This I can give to thee and more.

UNGOLIANT
Though I fear the wrath of the dreadful Lords of Light, my hunger compels me to accept thine offer. But first I need thy strength as I am famished.

MELKOR
In the beginning I gave unto thee a small part of my power. Why should I give more that I can never regain?

UNGOLIANT
To carry us both and hide us from the eyes of Manwe I need more power. There is no other way.

MELKOR
Very well, but henceforth thou shalt serve only me. Swear it!

UNGOLIANT
Yes Master, I shall serve only thy power.
MELKOR reaches out. A VISIBLE STREAM OF RED AND BLACK ENERGY POURS INTO UNGOLIANT and FLASHES! UNGOLIANT SCREAMS and grows LARGER, more MENACING; BLACK WEBS begin to SWIRL around her.

CLOSE ON: MELKOR has look of FEAR IN HIS EYES.

UNGOLIANT
Ahhh, yesss… Master, now I will take us to Valinor.

UNGOLIANT'S WEBS change into SHADOWY TENTACLES that LIFT THEM BOTH. THE WEBS start to ENVELOPE THEM as they rise. The WEB TENTACLES GRASP the branches of trees, rocks on the cliff side and anything they can. The CLOUD of BLACK MIST and TENTACLES CLIMBS AWAY into the distance

DISSOLVE TO:

INT. FORMENOS - NIGHT

A FIREPLACE burns. FINWE AND FEANOR come into view.
FEANOR is dressed in his armor, no helm but with a sword at his side. FINWE has only his sword and regular attire.

FEANOR
I will return as soon as I have heard Manwe's judgment. I expect to be banished. Then there will be no doubt about our flight to Middle Earth.

FINWE
You misjudge Manwe and the others my son. He is the appointed King of Arda and not because he is rash or blind. Listen to his council. Without the aid of the Valar, no one can contend with Melkor. Alone he strove against them all and it took them all to defeat him.

FEANOR
Yet his doom has been foretold. And though none may kill him, he can be hurt. This Aule revealed to me.

FEANOR draws his SWORD: an ENCHANTED ELVISH BLADE.

FEANOR (CONT'D)
The weapons that I have forged have the blessing of Illuvitar and were made to wound him and kill all who serve him with great pain. Melkor will feel my blade one day and the wound he will carry until the end of his days.

FINWE
(embraces FEANOR)
Be quick. I will guard the Silmarils.

FEANOR
There are twelve good Elves outside to guard you. I love my Father more than any jewel or thing of this world.

FINWE
And I love you, my dear son. Now go.

FEANOR leaves the room, and FINWE is SOMBER.

EXT. FORMENOS- NIGHT

The LIGHT OF TELPERION is at its FULLEST, like the light from the largest, brightest moon.

ANGLE ON” FEANOR'S SONS stand by their horses, all WHITE STALLIONS. Around them are fully ARMED ELVISH GUARDS.
Beside CELEGORM sits HUAN the HOUND.

MAEDHROS
Father I am fearful this night. Something is in the air and I am uneasy at Manwe's summons.

MAGLOR
Melkor has not been seen as of late amongst our people. It would seem he fears Manwe's judgment as well.

CURUFIN
Perhaps our little brothers could shed some light on Melkor's intent, as they are such good friends with him.

AMROD
(angry)
Hold your tongue Curufin! Amras and I were held fast by the spell of his words and gaze as were many others.

FEANOR
(impatient)
Enough of this! We ride fast so we may return fast.

THE RIDERS mount their HORSES and immediately turn them into a gallop with WHISPERED WORDS in their horse's ears.

PULL BACK TO WIDE: The RIDERS RACE across the plain with HUAN keeping pace beside his master.

INT. GREAT HALL – NIGHT

CLOSE ON: MANWE is visibly distressed.

In the distance, FEANOR enters the room through tall doors.
The entire HOUSE of FINWE is present with the sole exception of FINWE himself.

MANWE
Son of Finwe, why dost thou come armed thus into my house?

AULE steps forward and confronts FEANOR emotionally.

AULE
Had I the foresight of Mandos, the forging of weapons thou wouldst not have learned of me. Bitterly have I rued the day I began to teach to thee my art, Son of Finwe.

FEANOR
(defiantly to Manwe)
There is evil afoot in Valinor. Evil set free upon it that was once chained. Evil set free by you. My people shall not be without the means to protect themselves!

MANWE
Melkor is no longer in my sight. But it was not for thine own protection that a weapon was drawn upon thy kindred in the house of thy Father!

VARDA
And Aule is not the only one to share knowledge that is forbidden. The malice and the lies of Melkor have spread throughout the Noldor like flames through straw.

MANWE
But this does not absolve thee Feanor of violating the laws set down by the Powers of this World. Know that the Noldor are not bound to this land and are free to go if thou must, though to go would be to thy everlasting sorrow, I foresee.
But thou Feanor speak thus of thralldom? Then thou canst not escape it for I am Lord of Arda as well as Aman and this deed was unlawful whether in this realm or without! Banishment from the Great City is the sentence for this crime unless thy brother will release thee.

FINGOLFIN
I release my brother. We have all been manipulated by the cunning of Melkor.

FINGOLFIN approaches FEANOR.

FINGOLFIN (CONT'D)
I hold no grievance against you. Half brother in blood, full brother in heart will I be. No new grief will divide us.

FEANOR
So be it!

FEANOR EMBRACES his brother.

EXT. HIGH MOUNTAIN TOP – NIGHT

The BLACK SWIRLING DARKNESS rests on top of the peak of a HIGH MOUNTAIN in VALINOR far to the north of VALIMAR.

SUDDENLY: MELKOR EMERGES from the shadow and he sees FORMENOS far below. He LAUGHS wickedly then DESCENDS with UNGOLIANT'S CLOUD keeping pace to the foot of the mountain.

EXT. FORMENOS- NIGHT

The BLACK CLOUD of UNGOLIANT moves toward FORMENOS.
MELKOR EMERGES from the BLACK CLOUD from the waist up.
His LEGS STRIDE OUT OF THE CLOUD with EACH STEP as the cloud continues to follow him.

CLOSE ON: His footfalls hit with a heavy thud, and shake the ground WITH EVERY STEP. More of MELKOR is shown until he fully emerges from the cloud. HE IS TERRIFYING in his APPEARANCE and VISIBLE MIGHT. The TENTACLE-LIKE WEBS of UNGOLIANT SWIRL behind him.
ANGLE ON: The ELVES OUTSIDE of the fortress are STARTLED AND TERRIFIED by the sudden appearance of MELKOR and the SWIRLING, EVIL DARKNESS that moves around him.

INT. FORMENOS- DIM LIGHT

FINWE sits alone in thought. SUDDENLY a SCREAM of PAIN breaks the silence. He immediately rises and makes for his weapon hanging on the wall. FINWE UNSHEATHES HIS SWORD and opens the door.

EXT. FORMENOS – NIGHT

FINWE sees MELKOR with a GUARD IMPALED on HIS SPEAR, suspended several feet off the ground. Many other GUARDS LIE DEAD around him. TWO are BEING STRANGLED by the WEBS BEHIND MELKOR. The remaining few GUARDS keep a safe distance.

FINWE clasps his sword tightly and shows no visible fear in the face of the MIGHTY VALA.

FINWE
Melkor I assume though I do not see your face. Back in the form that most suits you I think!

MELKOR throws down his VICTIM, and then pulls his spear out of the DEAD GUARD.

MELKOR
Ahhh, this was unexpected. Finwe, King of the Noldor himself guarding that which I desire! Didst thou truly believe the Silmarils could remain hidden from me?

FINWE
Be gone into the darkness from which you came! I refuse to bandy words with the Prince of Lies and Corruption.

MELKOR
There is no more need for words. It was for thee and thy people that war was made against me and I was imprisoned for three long ages! Now my pleasure shall be twofold when I take the Silmarils and your life!

MELKOR THROWS down his SPEAR, tip first INTO THE GROUND and draws a LARGE MACE that had been slung across his back; GROND the GREAT HAMMER of the UNDERWORLD! MELKOR SWINGS THE MACE with INCREDIBLE SPEED and FORCE!

CLOSE ON: FINWE'S SWORD is SHATTERED on the FIRST BLOW!

The SECOND BLOW sends FINWE against the WALL of the workshop and KILLS HIM INSTANTLY!

The remaining GUARDS FLEE IN HORROR!

CLOSE ON: MELKOR LAUGHS CRUELLY.

MELKOR
Thy son would have put up a better fight!

MELKOR KNOCKS OUT THE WALL around the door so his massive frame can enter the fortress. HE SMASHES THE FLOOR with his hammer, which creates a BIG HOLE where FEANOR'S VAULT had been.

CLOSE ON: THE ONLY THINGS NOT DESTROYED ARE THE SILMARILS.

MELKOR reaches for them. His BLACK HAND fills the screen.

INT. GREAT HALL – NIGHT

All of the LORDS and PRINCES of the NOLDOR are present.
The mood is lighter as peace has been made within the house of FINWE. VARDA approaches FEANOR.

VARDA
Prince Feanor, where is King Finwe? Was he not also summoned? And why hast thou refused to bring forth the Silmarils? It has been long since thou hast come adorned with them.

FEANOR
The Silmarils are hidden from the lust of others and my father has chosen to guard them. As long as Melkor remains loose they shall remain under guard.
VARDA

I see that lust for the Silmarils is not only driving the deeds of Melkor. Although the light contained within them is pure, the desire inspired by their power comes from darkness. Take heed of my words Son of Finwe.

EXT. MOUND OF THE TREES - MINGLING LIGHT

THE TWO TREES are seen as their LIGHTS begin to mingle.
THE BLACK CLOUD fast approaches in the distance.
THE CLOUD arrives at the MOUND OF THE TREES.
MELKOR SPRINGS OUT of the CLOUD with his SPEAR and THRUSTS IT INTO TELPERION!

CLOSE ON: When the SPEAR is pulled out it leaves a GAPING WOUND! SAP akin to BLOOD POURS between the EXPOSED ROOTS.

UNGOLIANT EMERGES from her web cloud. SHE THRUSTS HER TONGUE into the WOUND and begins to DRINK. As UNGOLIANT DRINKS the LIGHT and LIFE of the TREE is VISIBLY DRAINED.
It's BRANCHES WITHER and its LEAVES FALL.

MELKOR REPEATS the ATTACK ON LAURELIN and produces a SIMILAR WOUND. UNGOLIANT DRAINS TELPERION then lets go and BELCHES forth CLOUDS OF BLACK AND RED ENERGY. As SHE FEEDS her BULKY FRAME GROWS even more MASSIVE. She then DRAINS LAURELIN but stops to BELCH as the POWER OF THE TREES FILLS HER.

ANGLE ON: At last the TREES ARE BOTH DEAD.

MELKOR looks at the sky. DARKNESS begins to SPREAD like a shade drawn slowly over a window.

UNGOLIANT ROARS with the new power she has inherited!

MELKOR has FEAR IN HIS EYES as he looks upon the HULKING MONSTER before him. UNGOLIANT is LIVID with POWER and LUST!

UNGOLIANT
Ahhh, more, I want more!

MELKOR
(looks around with fear)
We have achieved that which we have come for! Let us make haste from this place before the fury of the Valar finds us!

UNGOLIANT spins her webs wide to cover her new, bigger body. MELKOR steps toward her and is COVERED by the cloud of webs, which then rushes away at incredible speed!

EXT. GREAT HALL - GROWING DARKNESS

The light of the trees falls away replaced by a HEAVY DARKNESS that slowly spreads across the sky.
An OMINOUS SILENCE hangs in the air.

INT. GREAT HALL - GROWING DARKNESS

NIENNA peers out a window. She watches the darkness creep forward. Her face goes pale as the light fades from it and tears begin to fall down her cheeks rapidly.
YAVANNA comes to her side and peers out.

YAVANNA
(distraught)
The trees are dead! I have heard their cries. Darkness is coming upon Valinor, a darkness made of malice.

MANWE STANDS from his seat. The camera moves rapidly from MANWE and out of the great hall, fast over the land and pierces the darkness until it SPIES the BLACK CLOUD as it swiftly retreats.

MANWE
Melkor has come and gone; and he has brought with him the aid of some evil that I cannot perceive. Orome, Tulkas, pursue the fiends and bring them before me!

OROME and TULKAS SPRING from their seats and CHARGE out the door.

EXT. GREAT HALL – DARK

Outside the hall, THE HOST of the AINUR is MUSTERED having received MANWE'S COMMAND in their thoughts. All are armed and on horseback, lead by EONWE, the MIGHTY MAIAR LORD.

OROME AND TULKAS lead the charge out the GATES of VALIMAR passing the DEAD TREES as they go.

INT. GREAT HALL – TORCHLIGHT

There is a SOMBER MOOD in the GREAT HALL.
YAVANNA AND NIENNA openly weep.

VARDA
The light of the trees has passed away and now lives only in the Silmarils of Feanor. Foresighted was he!

YAVANNA
Even for those who are mightiest under Illuvitar there is some work that may be accomplished once and once only. The light of the trees I brought forth into being, and within the realm of Arda, I can do so never again. Yet had I but a little of that light I could recall to life the two trees before their roots decay.

MANWE
Hearest thou, Son of Finwe, the words of Yavanna? Wilt thou grant what she would ask?

VARDA
Speak Prince of the Noldor! Who can deny the request of Yavanna? Did not Silmaril's light come from her work in the beginning?

FEANOR
For the least of us as well as the mightiest there are some deeds that may be accomplished but once. In this deed his heart shall rest. It may be that I can unlock my jewels and release the light contained within them, but never again can I make their like.

FEANOR PAUSES a moment in thought.

FEANOR (CONT'D)
If they must be broken, then so shall my heart. And I will be slain, first of all the Noldor in Valinor.

MANDOS
Not the first!

FEANOR looks at MANDOS, unsure of what he means, then down at his fists as MELKOR'S WORDS are heard in his head.

MELKOR (VO)
But think not that the Silmarils will lie safe within the realm of the Valar. Remember my words, they will ask for the Silmarils knowing you cannot refuse.

CLOSE ON: FEANOR'S EXPRESSION CHANGES TO ANGER.

FEANOR
This thing I will not do of my own free will! But if the Valar would constrain me then I will know indeed that Melkor is of their kindred!

MANDOS
Thou hast spoken.

YAVANNA BOWS her head and leaves the hall with NIENNA close behind her.

EXT. MOUND OF THE TREES – DARKNESS

YAVANNA and NIENNA arrive at the MOUND OF THE TREES.
YAVANNA kneels before them. SHE SINGS a SOFT MELODY.

CLOSE ON: NIENNA'S TEARS FALL from her cheeks onto the roots of the trees. The color of the roots transforms from BLACK TO WHITE where the tears touch.

ANGLE ON: The surviving GUARDS that had witnessed FINWE'S MURDER ride quickly past the mound and through the gates!

EXT. GREAT HALL - DARKNESS
The riders gallop to the stairs and dismount.
They quickly RUN up the stairs and into the HALL.

INT. GREAT HALL – TORCHLIGHT

THE RIDERS arrive at the RING OF DOOM and bow before MANWE.

FIRST RIDER
My Lords we bring grave tidings. King Finwe is dead, slain at the hand of Melkor, and the Silmarils are gone!

A HUSH falls over the room. All of the CHILDREN of FINWE fall to their knees. Some CRY OUT. Many of the ELVES begin to WEEP. FEANOR, alone of the ELVES in the room remains STANDING. HE is SILENT but with a look of ANGUISH etched in his face. FEANOR LIFTS up his HAND before MANWE.

FEANOR
(rage mixed with anguish)
Curse you Melkor! MORGOTH I name you! The Black Enemy of the World! By this name henceforth you shall be known to all of my people!

FEANOR lowers his fist, turns to leave.
HE stops and looks at MANWE.

FEANOR
(spiteful)
And I curse the summons, which brought me here this night instead of by my Father's side!

FEANOR runs from the hall in despair and disappears into the DARKNESS OUTSIDE.

EXT. VALINOR COUNTRYSIDE – DARK

The HOST OF THE VALAR RIDES at high gallop in PURSUIT of the BLACK CLOUD, the way LIT by an UNEARTHLY LIGHT emanating from the STAFF OF EONWE.

OROME gains on the CLOUD with TULKAS right behind.

SUDDENLY: The WEBS of UNGOLIANT RISE and ATTACK!

The PURSUER'S HORSES rear up in terror. OROME and TULKAS FALL from their mounts and FLAIL their arms at the WEBS around them.

MORGOTH LAUGHS as he and UNGOLIANT VANISH into DARKNESS.

DISSOLVE TO BLACK SCREEN:

SOUNDTRACK: MORGOTH'S LAUGH LINGERS AND FADES.

DISSOLVE TO:

EXT. NORTH VALINOR - DARK NIGHT

FOLLOW ON WIDE: MORGOTH and UNGOLIANT, in their CLOUD, pass over the land with a DARK STARLESS SKY behind them. They rapidly cross over a HUGE STRAIT of GRINDING ICE called the HELCARAXE, which none other than the AINUR can safely pass.

EXT. ERED LAMMOTH (ECHOING MOUNTAINS) – STARLIGHT

WIDE CON’T: They continue over a MOUNTAINOUS REGION beyond the shores of MIDDLE EARTH. A large plain becomes VISIBLE before a HUGE MOUNTAIN RANGE. THE CLOUD STOPS on a high MOUNTAIN TOP.

The WEBS FADE, and UNGOLIANT is revealed, TOWERING OVER MORGOTH.

UNGOLIANT
Blackheart, I have done thy bidding, but I hunger still!

MORGOTH
What wouldst thou have more? Dost thou desire the world for thy belly? I did not vow to give you that. I am its Lord!

UNGOLIANT
Not so much, Lord, but thou hast a great treasure from Formenos and I will have it. Yea, with both hands thou shalt give it!

MORGOTH'S HAND reaches slowly over his shoulder as he speaks and he DRAWS GROND from across his back.

MORGOTH
Nay, thou hast had thy due. For with my power that I put into thee thy work was accomplished. I need thee no more! These things thou shalt not have, nor see, for I name them unto myself forever!

MORGOTH BRINGS his mace down on UNGOLIANT!

UNGOLIANT, much more agile than she appears, SPRINGS TO THE SIDE and the MACE SMASHES the GROUND with great force!
UNGOLIANT thrusts her front legs at MORGOTH!

CLOSE ON: GROND is knocked from his grasp.

UNGOLIANT ATTACKS MORGOTH with all of HER FURY!
SHE QUICKLY WEAVES TENDRILS of BLACK WEBS about HIM!
UNGOLIANT SUBDUES and STRANGLES MORGOTH.

CLOSE ON: Just as SHE is ABOUT TO PLUNGE her great STINGER into his face, MORGOTH lets out a TERRIBLE CRY! The CRY OF MORGOTH is the GREATEST CRY EVER HEARD IN THE WORLD and all the NORTHLANDS ECHO with it.

BEGIN MONTAGE: The MOUNTAINS SHAKE as the SCREAM ECHOES!
AN AVALANCHE THUNDERS down a mountain as the EARTH TREMBLES!
ELVES in the forest cover their EARS in pain and fear!

RAPID ZOOM: The ECHOING CRY RESOUNDS throughout the MOUNTAINS, across ARD-GALEN and into the DEEP DUNGEONS under ANGBAND.

INT. RUINS OF ANGBAND - PITCH BLACK

FLAMES suddenly EXPLODE as the BALROGS, lead by GOTHMOG their LORD, ERUPT from the depths, SCREAMING with RAGE!
They CATAPULT in an EXPLOSION OF FLAMES out of the RUINS into the sky, their WINGS SPREAD out.

EXT. ANGBAND – NIGHT

WIDE ON: The BALROGS quickly FLY in FORMATION to the RESCUE OF MORGOTH.

EXT. ERED LAMMOTH (ECHOING MOUNTAINS) – STARLIGHT

The BALROGS FALL ON UNGOLIANT and ATTACK HER with their WHIPS OF FIRE.

ANGLE ON: GOTHMOG LASHES HER with his FLAMING WHIP!

UNGOLIANT SHRIEKS and FALLS back off the edge of a SHEER CLIFF, SPINNING BLACK WEBS to CLOUD her ESCAPE.

The BALROGS come before MORGOTH and tear the WEBS holding him. MORGOTH falls to his knees then rises to his feet.
The BALROGS bow on all fours, prostrate before him.
MORGOTH
To Angband, my faithful servants, there is much to do.

EXT. TIRION, CITY COURTYARD - DARK

HIGH WIDE: In the DARKNESS, TIRION comes into sight.

PUSH IN: The center of the city is almost fully illuminated by a multitude of torches. In the COURTYARD before the KING'S HALL the NOLDOR have gathered. There are SEVERAL HUNDRED THOUSAND ELVES. They stand anyplace they can fit, on balconies, peering out windows, etc.

FEANOR STANDS at the center on the steps of FINWE'S hall.
To each of his sides are his SEVEN SONS. All are GRIM and FULLY ARMED. CARANTHIR, most of all, has completely lost the carefree countenance he displayed before.

FEANOR
(loud and passionate)
Why oh people of the Noldor, why should we longer serve the jealous Valar, who cannot keep us or even their own realm secure from their Enemy. And though he is now their foe is he not also of the same kin as they? Vengeance calls me forth, but even where it otherwise, I would not dwell any longer in the same land with the kin of my father's slayer and thief of my treasure!
Yet I am not the only valiant one in this valiant people! You have lost your king and the land where you dwell has been swallowed in darkness. A narrow land where we have been cooped between the mountains and the sea for three long ages!

The CROWD becomes more aroused.

FEANOR (CONT’D)
Here once was light; light that the Valar begrudged Middle Earth, gone now except in the Silmarils which Morgoth stole! Shall we mourn here deedless forever, a haunted, shadow-folk, dropping vain tears into a thankless sea? Or shall we return to our home?
In Cuivienen sweet ran the waters under unclouded stars and wide lands lay about where a free people might walk. There they lie still and await us, who in our folly, forsook them! Come with me!

The CROWD SHOUTS their AGREEMENT, and RAISES their TORCHES, but not all appear to be moved by FEANOR'S words.

CLOSE ON: FEANOR is LIVID with PASSION.

FEANOR (CONT’D)
Fair shall the end be, though long and hard shall be the road! Say farewell to bondage! But say farewell also to comfort! Say farewell to the weak! Say farewell to your treasures! More still shall we make. Journey light and bring with you your swords!

THE CHEERING BECOMES LOUDER

FEANOR (CONT’D)
For we will go further than Orome and endure longer than Tulkas! We will never turn back from pursuit! After Morgoth to the ends of the earth! War we shall have! We shall never rest until we regain the Silmarils! Then we and we alone shall be Lords of the unsullied light and masters of our own fates in our own realms!

The CROWD is exuberant but SOME are opposed to FEANOR.
ARGUMENTS break out amongst the crowd.

FEANOR DRAWS HIS SWORD and POINTS IT TO THE SKY.
His SONS DRAW THEIR SWORDS as he does.
Their SWORDS, all beautiful ELVISH BLADES, ENCHANTED with RUNES, GLEAM RED in the TORCHLIGHT as if SOAKED IN BLOOD.

FEANOR
This vow I swear in the name of Illuvitar and in the witness of Manwe and Varda! To pursue with vengeance and hatred undying to the ends of the world Vala, Demon or Elf or any other creature that time should bring forth unto the end of days, which would take or keep a Silmaril from our possession!

THE SONS OF FEANOR CRY OUT IN UNISON
We swear!

The CROWD GASPS at the VOW! DISCOURSE GROWS amongst them.

FINGOLFIN and his son TURGON are ANGRY. Beside them stand FINROD and FINGON who are silent and disturbed by the TERRIBLE OATH.

FINGOLFIN
Have you lost your wits in your grief? How dare you speak words that will surely bring doom to you and all who follow you?

FEANOR
You are not bound by my oath half brother but you are bound by your own which you swore at the feet of Manwe.

TURGON
This madness is the work of Morgoth. It is his fell words that proceed from your mouth!

CARANTHIR
Hold your insolent tongue, Turgon, or I shall cut it from your mouth!

TURGON and CARANTHIR almost come to blows when FINARFIN comes between them.

FINARFIN
Please let us not turn on ourselves! We must ponder the deeds of the past days, deeds that cannot be undone.

FINROD
We are still under the siege of the enemy! This unnatural darkness has spread like a living thing over Valinor. We should wait for it to pass before we go any farther.

GALADRIEL, FINARFIN'S DAUGHTER, stands at his side with ANGROD her brother.

GALADRIEL
I shall swear no oath nor hold any grievance toward the Valar, but I will leave to gaze upon wide, unguarded lands. This has ever been a desire of mine and now might be the only time to realize it.

Many ELVES around her voice their AGREEMENT including FINGON. FINGON takes MAEDHROS' HAND in a supportive grasp.

FINGON
I will surely follow you to Middle Earth, if I can convince enough to follow me.

FEANOR
I am ready to begin preparations for the march this very moment! The sooner we depart from these lands the better.

FINARFIN
(shouts to the people)
I beg you; take heed of the signs all about us! There is evil at work here; we should wait until this darkness has passed!

A LARGE SHOUT GOES UP FROM THE CROWD
NAY!

FINGOLFIN, FINARFIN and their supporters argue with the deserters in vain. FEANOR and his SONS march out of the courtyard with a HUGE CROWD BEHIND them.

ANGLE ON: As FEANOR makes his way, the CROWD disperses revealing NERDANEL, who looks at FEANOR coldly.
FEANOR stops.

FEANOR
Nerdanel; you are here

NERDANEL
What have you done, Feanor?

FEANOR
What else could I do?

NERDANEL
What else could you do? You could deny the lust that your gems have created in your heart! You could keep our sons here and not lead them to their certain doom! You could be a husband to your wife!

FEANOR
I am sorry my Wife, but I only do what I am compelled to do.

NERDANEL
And so do I Feanor. You shall not see my face again, whether you choose to go or to stay.

FEANOR
I am sorry it must be this way.

NERDANEL
Sorry is something you have never been and never will. Farewell Feanor.

FEANOR watches his wife turn and leave him for the last time. A FLEETING GLIMPSE OF EMOTION in his eyes quickly dissolves. He makes haste out of the hall.

INT. RING OF DOOM

The VALAR sit and silently ponder the transpiring events.
YAVANNA breaks the silence.

YAVANNA
Will Feanor truly succeed in bringing the Noldor out of Valinor?

MANDOS
Much I can foresee but that which is left to the free will of others. I cannot tell thee if he will leave only what shall happen if he does. This I can say; the greatest woes lie still before his people.

ULMO
Can we not lend them some aid, my Lord?

MANWE
The die is cast and the future set in motion. From the moment Feanor swore his oath, I am forbidden from aiding him or any that follow after him.

EXT. GATE OF TIRION - DARK NIGHT

HIGH WIDE: A great GATHERING of ELVES prepares to leave before the CITY GATES. The NOLDOR among them are arrayed for travel with horses and carts. They are divided into TWO CAMPS, each flying distinct banners.

Amidst the LARGEST CAMP, FINGOLFIN stands with his sons FINGON and TURGON. Opposite him are FEANOR, CARANTHIR and CURUFIN. FEANOR wears his FATHER'S CROWN.

FINGOLFIN
This is against my better judgment. My oath to you holds me to this foolish course but were not my eldest son drawn into your recklessness, I would forsake my vow.

FEANOR
Uncertain, and no leader, are you, half-brother. This crowd that follows you would do better with one who can stand by his word.

TURGON
(sternly)
The people choose to follow my Father, as he is kind as well as wise. Your wrath has won you few followers.

CURUFIN
This banter is pointless. We ride at the front, as is the King's wont. And say what you wish; my father is now the rightful King of the Noldor.

TURGON
That is not in dispute. You may go forth and rule over those that will have you as their King.

There are a few MOMENTS OF CHAOS between the two camps in reaction to TURGON'S COMMENT.

ANGLE ON: GALADRIEL comes between the two sides and speaks.

GALADRIEL
The Noldor are clearly divided. Take your camp and go ahead as you are fully prepared. Those who choose to follow Fingolfin shall leave when they are ready. If we remain together then blood will surely be spilt amongst Elves for the first time.

SUDDENLY: THE MAIAR, EONWE, APPEARS.

EONWE
I speak as the mouth of the Lord of Arda. Against the folly of Feanor shall be set my council only! Go not forth, for the hour is evil and your road leads to sorrow that ye do not foresee.
No aid shall the Valar lend you in this quest, but neither shall they hinder you. This shall the Noldor be certain of: that ye came hither freely, freely shall ye depart.
But thou Feanor, son of Finwe, by thine own oath art exiled! The lies of Melkor thou shalt unlearn in bitterness. "Vala he is" you have said; then your vengeance is sworn in vain, for none of the Valar canst thou overcome within the realm of Arda while the world lasts. Not even though Illuvitar has made thee thrice greater than any of his children.

FEANOR laughs first then turns to face the crowd.

FEANOR
So will this valiant people send forth the heir of their king into banishment alone and return into bondage? If any would come with me I ask, is sorrow foreboded to you?
We have seen sorrow enough in Valinor. In Valinor we have come to sorrow from bliss! In Middle Earth we shall try the other: To come to joy from sorrow or at the least freedom!

FEANOR faces EONWE and becomes lordly and commanding.

FEANOR
Say this to Manwe, Eonwe, most faithful of his servants: High King of Arda: If Feanor cannot overthrow Morgoth then at least he does not delay to assail him and does not sit idle in grief. It may be that Illuvitar has set in me a fire greater than you know! Such hurt at the least I will do to the foe of the Valar that even the mighty in the Ring of Doom shall wonder to hear it! Farewell!

EXT. EAST VALINOR – DARK

The CARAVAN OF THE NOLDOR moves east in the DARKNESS, with TORCHES illuminating the path. FEANOR RIDES at the head of the column. BESIDE him RIDE HIS SONS CURUFIN and MAGLOR.

CURUFIN
Father, soon we will arrive at the Teleri shipyards. What then? Do you think they will consent to letting us use their ships to cross the Great Sea?

FEANOR
What do you think Maglor? Are you not a friend of the Teleri? Did you not recently spend some time at their shipyards?

MAGLOR
The White Ships are beloved of the Teleri, built long ago to carry their vast numbers across the Great Sea. The ships are ideal to our need, but the Teleri would die before they would betray the Valar and it is unlikely they would lend their ships to aid our cause.

CURUFIN
What is our recourse if that should be their decision? Do we turn back?

FEANOR
There is no recourse and there is no turning back! We must have the white ships. There is no leaving without them.

EXT. GATES OF TIRION - DARK

WIDE: FINGOLFIN'S people prepare to leave.

FINARFIN stands with INGWE and INDIS, WIDOW of FINWE.

INGWE
Why are so many who oppose Feanor forsaking the protection of the Valar? Surely you can see that these hurts will be addressed. To go forth is to fall into Melkor's trap!

INDIS
(in tears)
Do not go my son! I cannot turn Fingolfin away from his course but you are my beloved. I will not lose you!

FINARFIN
(bitterly)
Mother, my Lord; I must go with my people. I am sorry.

FINARFIN EMBRACES his MOTHER and INGWE then TURNS and follows the second caravan, as it starts to move.

HIGH WIDE: A GREAT CARAVAN OF ELVES travels along the road, a COLUMN of TORCHES moving in the darkness.

EXT. THANGORODRIM, ANGBAND – NIGHT

SOUNDTRACK: THE THEME OF MORGOTH

A VAST CONSTRUCTION is under way over the RUINS OF ANGBAND.
The site teams with ORCS and TROLLS. A BALROG cracks its whip to keep the work moving.

ANGLE ON: In the background a HUGE TOWER in the midst of two others nears completion.

ZOOM IN ON: SAURON stands on top of the tower, overseeing the construction, with the MOUNTAIN of FIRE spewing flames in the distance.

CLOSE ON: Enough of SAURON'S FACE is seen through his helmet to know that he has lost most of his angelic visage. His skin is pale and his eyes burn with fire!

DESCENDING ANGLE ON: WE SEE THE TOWER and quickly fall into the RUINS through ROCK and DUNGEON until WE SEE MORGOTH, leaning over a table. He is out of his armor but still in the form of the DARK LORD. Though he still retains some fair features, his visage has become corrupted by evil.

CLOSE ON: MELKOR'S HAIR IS WHITE, as is his skin, but his EYES ARE RED AND HIS PUPILS BLACK.
MORGOTH'S FACE CONTORTS, as he GROANS in PAIN.

CLOSE ON: MORGOTH'S HANDS TREMBLE, as The SILMARIL he handles BURNS them.

On the table before him lies a LARGE CROWN.
In it are TWO SILMARILS.
The third he attempts to put into the crown.
As it fits into place, SMOKE RISES from his SEARED FLESH.

CLOSE ON: MORGOTH throws his head back and SCREAMS in agony.

EXT. THANGORODRIM, ANGBAND – NIGHT

SOUNDTRACK: THE THEME OF MORGOTH BECOMES LOUDER.

ORCS and BALROGS, working amidst the RUINS where construction is nearly complete, all stop and look at the tower, as MORGOTH'S CRY ECHOES.

EXT. DOR-DAEDELOTH - NIGHT

WIDE ANGLE ON: An EVIL FOREST, of mostly DEAD TREES, just outside of the main construction. SAURON walks into frame at the FORESTS EDGE.

SAURON
(Black Speech)
Come forth Draugluin. Hear and obey thy master's voice...

SUDDENLY: The GROUND SHAKES and HARSH BREATHING is heard.

Several HUGE WOLF-LIKE MONSTERS emerge from the forest.
The largest of them, DRAUGLUIN, comes before the others.
They all lower their heads before SAURON and worship him.

SAURON laughs with delight.

INT. THANGORODRIM - THRONE ROOM

CLOSE ON: We see MORGOTH'S CROWN with the THREE SILMARILS INSIDE. MORGOTH'S HANDS HOLD the CROWN. They are BURNED from the SILMARILS.

PULL BACK: MORGOTH sets the CROWN on his HEAD. It appears HEAVY and MORGOTH STRUGGLES under its WEIGHT. SAURON comes into frame, standing before MORGOTH as he rests upon his throne. A DORMANT BALROG huddles on each side of him.

PULL BACK: Through a CRACK in the wall, to the outside where an almost fully constructed THANGORODRIM comes into view.

WIDE ANGLE ON: THREE GREAT TOWERS, built of FOUL REEKING WASTES and ROCK. SCAFFOLDS cover the TOWERS, teaming with ORCS. Many TROLLS pull and push various loads and carts.

PULL BACK: BEYOND the CONSTRUCTION, TWO MASSIVE GATES stand A HIGH CANYON within the IRON MOUNTAINS.

SOUNDTRACK: THE THEME OF MORGOTH FADES TO SILENCE.

EXT. EASTERN VALINOR, BAY OF ELDAMAR – DARK

FEANOR and his SONS RIDE their horses UP A HILLSIDE, ahead of their caravan. As they approach the HILLTOP, a TORCH LIT QUAY is revealed. The large PORT CITY of AQUALONDE, where KING OLWE RESIDES, comes into view in the near distance.

WIDE ON: MASSIVE SHIPYARDS TEAM WITH ACTIVITY.
TWO HUNDRED HUGE WHITE SHIPS stretch out along the docks, with many anchored in the bay.

EXT: AQUALONDE – DARK

WIDE: FEANOR'S CAMP rests just outside of the TELERI SHIPYARDS. In the distance, THE TORCHLIGHT OF FINGOLFIN'S CAMP can be seen.

ANGLE ON: FINGON marches at the front of the column, followed by FINGOLFIN, FINROD and TURGON. FINARFIN walks close behind, bringing up the rear with GALADRIEL and HER BROTHERS, ORODRETH and ANGROD.

CLOSE ON: FINROD looks around and his FACE SHOWS UNEASINESS.

FINROD
There are too many here who leave out of fear of this darkness; fear made worse by the words of Feanor!

FINARFIN
And many more leave as they will not part with those they love. Feanor drives on the people while their hearts still burn with passion, lest they regain their composure and rethink their flight.

TURGON
I confess a desire to look upon lands wide open and free but would rather have the blessing of the Valar as I leave. The messenger of Manwe spoke fell words.

FINROD
We took no part in the oath sworn by Feanor. We should not fear the doom he has brought onto himself and those that give allegiance to him.

FINARFIN keeps LOOKING BACK at the FAIR CITY behind, ILLUMINATED IN THE DARKNESS.

ANGLE ON: The CITY, growing slowly more distant.

CLOSE ON: A TEAR FALLS DOWN FINARFIN’S CHEEK.

FINARFIN
Can you both not feel it? We are marching to our doom. More is present this day than is perceived. Evil is at work. I can almost hear his laughter.

EXT. AQUALONDE, HOUSE OF OLWE – DARK

A TALL, exquisite ELVISH dwelling of NOLDOR design comes into frame. It is the largest building in the community and overlooks the HARBOR.

INT. OLWE'S HOUSE – LAMPLIGHT

FEANOR stands inside a large room. OLWE KING OF THE TELERI sits down facing him from across a long table. Many other TELERI are present. FEANOR sits down.

OLWE
Feanor, son of Finwe, grievous have been the hurts done unto you and your house. The flight of your people only adds to them. Please listen to reason. Only against the will of the Valar could we lend your people aid and this I will never allow.
No ships can we lend you nor aid of any kind other than to dissuade you from your path. We desire no other lands than what we have been given. Melkor was never welcomed amongst our people and his malice has not infected the Teleri as it has the Noldor. We trust in the Valar to soon redress the hurts of Melkor.

FEANOR is FRUSTRATED and does not disguise his SCORN.
He rises from his seat and PACES before OLWE as he speaks.

FEANOR
You renounce your friendship, even in the hour of our need! Yet you were glad indeed to receive our aid when you came at last to these shores, fainthearted loiterers and nigh empty handed! On the beach in huts would you be dwelling still, had not the Noldor carved out your haven and toiled upon your walls!

OLWE rises from his seat and answers FEANOR firmly.

OLWE
We renounce no friendship. But it is the part of a friend to rebuke a friend's folly. And when the Noldor welcomed us and gave us aid that you mention, your words were different. "In the land of Valinor we were to dwell as brothers whose houses stand side by side". Those were the words that you spoke long ago.

OLWE'S WORDS have an effect on FEANOR and he begins to show a sign of WAVERING in his stern countenance.

OLWE (CONT'D)
But as for our white ships, those you did not give us. We did not learn that craft from the Noldor, but from the Lord of the Sea. The white timbers we wrought with our own hands, and the white sails woven by our wives and daughters. Therefore we will not give them nor sell them for any league or friendship.

OLWE becomes loud and commanding in his voice.

OLWE (CONT'D)
For I say to you Feanor son of Finwe, these are our Silmarils, the work of our hearts, whose like we shall not make again!

FEANOR TURNS from OLWE as one DEFEATED and LEAVES quickly.

EXT. OLWE'S HOUSE – DARK

FEANOR'S SONS await him outside. He walks past them and heads toward the gates of AQUALONDE where his PEOPLE ARE CAMPED not far outside. As FEANOR walks away, his sons follow anxiously, but he ignores them.

CELEGORM
Father, it is as Maglor has said, is it not? The Teleri will not help us.

FEANOR continues on until he comes to his camp. His FOLLOWERS leave him be. HE SITS DOWN by a CAMPFIRE near the SEASHORE and BROODS silently. The SEA is visible in the DARKNESS, illuminated by the TORCHLIGHT and LAMPLIGHT of the TELERI QUAY. The LIGHT reflects in the tiny rippling waves of a NEAR CALM SEA.

CIRCLING ANGLE ON: FEANOR stares into the water, his eyes full of intense emotion.

SOUNDTRACK: The THEME OF SILMARILS intertwines with MORGOTH'S THEME and becomes a THEME OF THE KIN SLAYING.

CLOSE ON: FEANOR'S EYES REFLECT THE FIRE on the water.
The VOICE OF MORGOTH WHISPERS FAINTLY in the BLACK TONGUE.
HIS EYES are seen in FEANOR'S GAZE.

SUDDENLY: FEANOR RISES and DRAWS HIS SWORD.
His FOLLOWERS are immediately AROUSED.
FEANOR TURNS to them and CRIES OUT in a COMMANDING VOICE.

FEANOR
To Middle Earth; we sail now! The Teleri are slaves to the Valar but they will not stop us from manning their ships! Come with me!

The NOLDOR FOLLOW FEANOR and his SONS as they pass the gates and head to the SHIPYARDS by the city. They head to the DOCKS and push TELERI out of their way as they go.

ANGLES ON: THEY BEGIN TO MAN THE SHIPS! The TELERI become VIOLENT in reaction to this and with BOWS and SPEARS, they begin to FIGHT BACK.

CARANTHIR thrusts his sword and KILLS THE FIRST ELF ever to be KILLED BY AN ELF on UNDYING SOIL! A VICIOUS FIGHT ensues!

MAGLOR is in SHOCK, and simply stands still!

MAEDHROS stands AGHAST at the bloodshed. SUDDENLY MAGLOR is forced to defend himself against an ATTACKING TELERI and SLAYS HIM! MAEDHROS JOINS THE FIGHT.

SOUNDTRACK: THEME OF THE KINSLAYING BECOMES LOUDER.

The NOLDOR overwhelm and SLAY the TELERI on the docks. TELERI on shore KILL several NOLDOR with spears.
TELERI archers begin to ASSAULT the NOLDOR from all sides!
The FIGHTING goes all the way to the ENTRANCE of the SHIPYARDS, where the NOLDOR are PICKED OFF by TELERI ARCHERS and TELERI armed with SPEARS.

Suddenly A ROAR IS HEARD, as FINGON'S FORCES rush to the aid of their DYING KINDRED.

ANGLE ON: Behind, on the hill, stand FINGOLFIN and FINARFIN with their host behind them.

ASCENDING SHOT: FINGOLFIN and FINARFIN drop out of frame as the BATTLE RAGES on the horizon before them.

ANGLE ON: OLWE stands on a high balcony in his home. HE looks upon the SLAUGHTER OF HIS PEOPLE and in desperation CRIES OUT.

OLWE
Oh great Lord of the Sea, come to the aid of thy people!

The SEA becomes AROUSED by the rise of a SUDDEN WIND.
The WATERS around the DOCKS begin to ROLL.

With the help of FINGON, the TIDE of the BATTLE is TURNED.
The TELERI are DEFEATED; SCATTERED SURVIVORS surrender or hide from the VICTORIOUS NOLDOR.

ANGLE ON: FEANOR RAISES his BLOODSTAINED SWORD on the bow of the LARGEST TELERI SHIP as it rocks on the waves. HE CRIES OUT.

FEANOR
To Middle Earth! We sail now!

FINARFIN stands farthest away from the OTHERS, who begin to head down the PATH to the SHIPYARDS. FINARFIN falls to his knees and openly WEEPS before the scene. His CHILDREN continue down, unaware of his grief.

Those following FEANOR BOARD the WHITE SHIPS.

FINGOLFIN, GALADRIEL, TURGON and FINROD emerge from the DARKNESS with their host following behind. FINGON meets them as their people gather at the docks.

GALADRIEL
(in shock)
What have we done? Our hands are now all stained with the blood of Elves! Even those of us who stood and watched are now doomed!

FINGON
(out of breath)
We only saw Noldor falling at the hands of the Teleri. We still do not know what has befallen here.

FINGOLFIN
We have not time to stand and debate. The white ships are beginning to sail and we must follow.

TURGON
(despairingly)
To stay would be to face greater shame than I can bear. Let us leave and hope the evil of this day does not follow with us.

GALADRIEL TURNS to see FINARFIN STANDING on the HILL.
SHE REACHES for her BROTHER'S ARM.

GALADRIEL
Finrod, Father is remaining. We must go to him.

GALADRIEL and her THREE BROTHERS (ORODRETH, ANGROD and FINROD) approach their FATHER.

FINROD
Father, we cannot stay. Yet, it will tear out my heart to leave without you.

FINARFIN
Olwe, King of Aqualonde is my friend as were many of those slain here today. I will walk this path no more.
Feanor and his Sons will pay dearly for what they have done. And those that slew their brethren here today shall weep bitter tears in return for the lives they took.

GALADRIEL weeps and embraces FINARFIN.

GALADRIEL
My dear Father, I will miss you so.

FINARFIN EMBRACES HER and then EMBRACES EACH of his CHILDREN, one by one finishing with FINROD, his ELDEST.
FINARFIN puts his hands on FINROD'S SHOULDERS, looks at him and weeps.

FINARFIN
Finrod, my son, we shall not see each other again. This I know now as I look on your face.

FINROD
(in tears)
Do not say that, Father. I promise we shall see each other again.

FINARFIN
(in high speech)
My son, all that you can have now is my love. Take it with you wherever you go.

THEY EMBRACE in a way that is not ELVISH in custom unless one is embracing their young child. BOTH are in TEARS when they part. FINROD LEAVES without turning back. One by one the OTHERS FOLLOW, GAZING BACK at their FATHER.

PULL BACK TO BLACK SCREEN: FINARFIN disappears into the DARKNESS.

EXT. HARBOR OF AQUALONDE – DARK

HIGH WIDE: THE WHITE SHIPS DEPART into ROUGH SEAS, carrying all of the NOLDOR and their provisions and horses.

CLOSE ON: FEANOR'S FACE is EMOTIONLESS and BATTERED by the WIND and RAIN, as his ship ROCKS in the WAVES.

ANGLE ON: MAEDHROS comes to his side.

MAEDHROS
This storm is unnatural! It comes out of a still sea and threatens our escape!

FEANOR
What would you suggest we do; go back to the shore to face the wrath of Manwe? Other than Morgoth, the Valar have never before taken the life of an Elf. Let us hope they do not start this day.

WIDE ANGLE ON: FINROD and GALADRIEL'S SHIP RISES in a SWELL.

GALADRIEL grips tight one of the ships riggings. FINROD attempts to steady himself at her side. Their FACES are GRIM and FEARFUL.

FINROD
(shouts)
Ulmo is wroth for the blood of his people.

GALADRIEL
(shouts)
Look there! A figure stands in the water ahead!

A DARK FIGURE stands in the distance, taller then the tallest tree in VALINOR. A HUE of RED illuminates the FIGURE just enough to be seen in the darkness.

The SEA suddenly turns still and the wind dies away. The FIGURE speaks with a deep thunderous voice and is revealed to be MANDOS.

MANDOS
Ye have spilled the blood of your kindred and have stained the land of Valinor. Tears unnumbered ye shalt shed, and the West shalt be closed against thee so that not even the echo of thy lamentations shall pass over the mountains.

ANGLE ON: WE SEE ELVES reacting, as MANDOS SPEAKS, their EXPRESSIONS alternating between TERRIFIED, DESPAIRING AND ANGRY.

MANDOS (CONT’D)
On the House of Feanor and all that follow him the wrath of the Valar shall fall with vengeance! Their very oath shall drive them, and yet betray them and ever snatch away the treasure they have sworn to pursue. It shall not be recovered by any power of the Eldar.
To evil end shall all things come that begin well for thee and by way of treason of kin unto kin, the Dispossessed shalt thou be forever! And though it is by the command of Illuvitar that within the halls of Arda no illness shall strike you, nor age take you; but slain ye may be. And slain ye shall be; by weapon and by torment and by grief!
Your restless spirits shall then come to My Halls where your slain victims will entreat on your behalf to no avail! Those who endure the long ages in Middle Earth shall grow weary of the world and become as shadows of regret before the younger peoples that come after thee. The Valar have spoken!

FEANOR collects himself and SPEAKS DEFIANTLY.

FEANOR
We have sworn oaths and not done so lightly. This oath we will keep. We are threatened with many evils and treason not least, but one thing cannot be said: that we suffer from cowardice! Therefore I say that we shall go on and this doom I add: The deeds that the Noldor will do shall be the matter of song until the last days of Arda!

MANDOS
So be it!

MANDOS VANISHES into a WISP of CLOUD and the WIND begins to RISE again. This time the STORM is VIOLENT.

ANGLE ON: GALADRIEL POINTS OUT AT THE WAVES.

GALADRIEL (TERRIFIED)
Behold!

ANGLES ON: THE FACE OF ULMO emerges within the waves.

The SHIPS TAKE on WATER as the SEA RISES against them!

WIDE: The ROARING FACE of ULMO appears in a GIANT WAVE that CRUSHES a SHIP. A THOUSAND ELVES SCREAM, as THE FROTHING OCEAN consumes them!

FEANOR and his crew desperately hold on as his SHIP TOSSES.

MAGLOR
Father, we must turn back! Ulmo has turned his wrath upon us!

FEANOR
I have already told your brother there is no turning back!

The CAMERA slowly BACKS AWAY as another SHIP is CAPSIZED and SINKS BENEATH the WAVES.
Nearby the OCEAN POUNDS the SHORE LINE!

PULL BACK TO HIGH WIDE: The POURING RAIN and FAST TRAVELING CLOUDS partially obscure the view of the SHIPS.
The CLOUDS and RAIN FILL the SCREEN.
THE WHISTLING WIND DROWNS out all OTHER NOISE.
A FLASH of LIGHTENING gives one final glimpse of the SHIPS.

DISSOLVE TO BLACK SCREEN:

SOUNDTRACK: THE SHRILL WIND FADES TO SILENCE.

EXT. NORTH TIP OF VALINOR - DARK NIGHT

A WHITE SHORE in a COLD LAND comes into view. The GROUND is covered in FROST. WATER laps at the shore in SMALL RIPPLES.
The SEA is filled with ICE, illuminated by FLICKERING LIGHT.

PULL BACK TO REVEAL ON: THOUSANDS of ELVES line the shore, visible only by the LIGHT of their TORCHES. The LAND seems DESOLATE and FROZEN, the WATER on the brink of TURNING TO SOLID ICE. WRECKED SHIPS rest HALF-SUNK in the BAY and near the shore. To the NORTH, the SEA turns to a GRINDING ICE FIELD.

WIDE: The ARMY of FINGOLFIN STANDS on the shore, reduced by a third, but still a HUNDRED THOUSAND STRONG.
FEANOR'S SHIPS anchor off the shore.

ANGLE ON: FINGOLFIN stands with a cape draped about him. By his side stand GALADRIEL and TURGON, with his WIFE and DAUGHTER ELENWE and IDRIL. Behind them stands AREDHEL.
Her brother FINGON drapes a blanket around her shoulders.
They are all VISIBLY COLD.

FINGOLFIN
The way to the south is blocked by the Valar. Only here in this desolate place are the seas calm enough to cross.

TURGON
There are not enough ships to carry all that survived the tempest and the many that walked the long trek up the coast. Those ships that are whole sail under the flag of Feanor.

FINGOLFIN
Feanor shall have to ferry us all across. Otherwise we are faced with a choice: face the wrath of Manwe or the treacherous path across the Helcaraxe.

HIGH WIDE: SECTIONS of THE HELCARAXE appear steady.
SUDDENLY: ICE ERUPTS VIOLENTLY in a HUGE EXPLOSION of GLASS LIKE SHARDS as it is pushed together.

CLOSE ON: FINGOLFIN’S face is WEARY with STRESS and EXHAUSTION.

FINGOLFIN
No being other than a Valar could cross the Helcaraxe. Feanor will not abandon us to our deaths. He is a Noldor, black though his heart has become.

GALADRIEL
And it is obvious that the Valar wish him gone else why spare only his ships. Do not put your trust in Feanor or his sons. Their hearts have become slaves to the Silmarils and lust is the domain of Morgoth. They are under his whim though they do not know it.

EXT. GREAT HALL – DARK

HIGH WIDE: MANDOS and a HOST OF ELVES ascend the steps of the courtyard before the GREAT HALL IN VALIMAR.

INT. GREAT HALL, RING OF DOOM – TORCHLIGHT

MANWE SITS with his HEAD BOWED as MANDOS REPEATS the WORDS OF FEANOR. His EYES stream TEARS but his COUNTENANCE does NOT WAVER. When MANDOS REPEATS the LAST PART of FEANOR'S MESSAGE about songs being sung of the DEEDS OF THE NOLDOR, MANWE RAISES HIS HEAD and speaks in common tongue for the first time.

MANWE
So shall it be! Dearly bought those songs shall be, and well bought! Feanor was, of all the Children of Illuvitar, most highly favored.
Feanor was made mightiest in all parts of body and mind, strength and valor, beauty and subtlety, and in skill and understanding.
A bright flame was within him. The wonders he was destined to have wrought would have been a marvel to behold! Of all the evils committed by Melkor, his greatest evil is the marring of Feanor!

MANWE STANDS and SPEAKS LOUDER.

MANWE (CONT'D)
One thing I shall grant Feanor: His words shall be fulfilled and great hurt he shall do unto the enemy! And Morgoth shall carry the wounds with him for ever after!

MANDOS
And yet Feanor shall come to me soon.

VARDA enters the ring.

VARDA
It is time to come forth and deal with the wounds inflicted by Morgoth. Yavanna sings and Nienna still weeps at the mound of the trees.

MANWE
And Illuvitar has heard their pleas. The prayer has been answered.

EXT. MOUND OF THE TREES - DARK NIGHT

YAVANNA and NIENNA KNEEL before the TWO TREES.
YAVANNA begins to SING a SWEET SONG. As she sings, a SINGLE SILVER LEAF grows on a lifeless bough of TELPERION and a SINGLE GOLDEN FRUIT grows on a branch of LAURELIN. The FRUIT and BOUGH stop growing. The SONG OF YAVANNA ends.

YAVANNA hums as she takes the GLOWING ITEMS from the TREES.
SHE hands them to AULE who stands behind her.

YAVANNA
There lies a great task before thee.

AULE
A task I shall eagerly undertake!

AULE TAKES the items and LEAVES. YAVANNA SMILES gently.

EXT. NORTH SEA - DARK NIGHT

FEANOR'S SHIP is silent and still in the DARKNESS, SHROUDED by a GLOOMY, ICY MIST. Only TORCHLIGHT ILLUMINATES the boat and the MISTY WATERS.

INT. FEANOR'S SHIP – CANDLELIGHT

FEANOR AND HIS SONS are gathered in discussion. All are cold and tired.

MAEDHROS
We cannot fit any more, but surely we can send the ships back to ferry them across?

FEANOR
And who would dare to cross back that had made it safely across once? You? It would take many trips to ferry all that stand on the shore. For all we know the Lord of the Sea will only rise up again to crush us!
(Pause)
The seas have been calm since we landed. Ulmo has spent his rage and sleeps for now. There is no more time for talk. We go now, quietly.

EXT. FEANOR'S SHIP - MISTY DARK

The BROTHERS walk onto the deck of the ship.
SEVERAL of them go into the SMALL BOATS they came in and head back to their ships.
MAEDHROS and MAGLOR remain on FEANOR'S SHIP

ANGLES ON: From ship to ship, ANCHORS are RAISED and OARS DROP from PORTALS in the sides of the boats. They begin to row away from the shore.

WIDE ON: The BOATS QUIETLY MOVE off into the sea.

From the shore FINGOLFIN STARES off INTO THE MISTS as if his eyes perceive more than just the fog.
Behind him are FINGON and TURGON.

FINGOLFIN
I hear oars in the water. Feanor's ships are leaving.

FINGON
He will send the ships back for us. We came to his aid at Aqualonde, and I have always been a friend to his Son Maedhros.

FINGOLFIN
We do not even know if his ships will bear the crossing or what awaits him on the other side. It is ominous that only Feanor's ships survived the wrath of Ulmo and the only place the powers have given us a calm sea is the far north where Morgoth used to dwell.

TURGON
Then perhaps it is for some good purpose. The Valar are not of evil intent.

FINGOLFIN
If Feanor does not return we must decide if we shall turn back to face the judgment of Manwe or cross at the Helcaraxe.

WIDE: THE HELCARAXE is CALM for a moment. A SUDDEN EXPLOSION OF ICE SHARDS VIOLENTLY disturbs the peace.

FINGOLFIN (CONT’D)
(grim)
Many will be lost if we go that way.

The SHADOWS of FEANOR'S SHIPS moves through the MISTY FOG.
A SUDDEN WIND CLEARS THE MIST and FILLS THEIR SAILS toward MIDDLE EARTH. The SHIPS BEGIN TO SAIL AT HIGH SPEED!

EXT. FEANOR'S SHIP – DARK

FEANOR stands on deck with his SONS at his side. THEIR HAIR BLOWS WILDLY in the wind. Above, the STARS start to come out as the BLACK CLOUD falls behind the ships.

FEANOR
First Ulmo rages against us, now Manwe comes to our aid with his winds! Either aid us or destroy us I say!

CLOSE ON: THE BOW OF THE SHIP CUTS INTO THE SEA.

MAGLOR hold onto a rope as a WAVE washes across the deck!

MAGLOR
As the first bit of fortune in days I would rather welcome it!

MAEDHROS
What you should be asking yourself is why the Valar wishes us to Middle Earth in such haste!

EXT. SHORES OF MIDDLE EARTH – STARLIGHT

HIGH WIDE: The SHIPS ARRIVE within SIGHT OF MIDDLE EARTH. They funnel into a LARGE CHANNEL called the FIRTH OF DRENGIST that extends many miles into the mainland.

EXT. FIRTH OF DRENGIST – STARLIGHT

A LARGE WHITE SHIP anchors near the shore, unloading HORSES and CARTS into the shallow surf. Several OTHER BOATS LAND to the sides, LADEN WITH CARGO.

ANGLE ON: MAEDHROS paces on the shore. A BOAT rows in the distance. He stops pacing and stares as he awaits its arrival. The BOAT hits the SHORE. FEANOR is inside with SIX ELVES and CARGO. MAEDHROS SPEAKS before FEANOR is out of the boat.

MAEDHROS
(anxiously)
Why have all the crews left the ships? Who is to man them to return and who shall we bring first? Fingon and his people?

FEANOR
None and none: What I leave behind I count as needless baggage on the road. Let those who cursed my name go crawling back to the Valar and beg for forgiveness. Let the white ships burn!

FEANOR draws an ELVISH BOW. The TIP is LIT with a TORCH by one of his subordinates. FEANOR FIRES the ARROW into the SAIL of a WHITE SHIP.

Several DOZEN ELVISH ARCHERS FIRE FLAMING ARROWS at the SHIPS, which QUICKLY IGNITE! ALL THE WHITE SHIPS RAGE WITH FIRE!

MAEDHROS STANDS AND STARES BLANKLY.

HIGH WIDE: THE WHITE SHIPS BURN in the water.

EXT. NORTH TIP OF VALINOR – DARK

HIGH WIDE: FINGOLFIN'S CAMP is seen across the strait.

AN ELVISH GUARD comes to FINGOLFIN'S TENT, out of which emerges AREDHEL, holding a lamp.
The GUARD SPEAKS SOFTLY to AREDHEL, not audible.
HER EXPRESSION BECOMES CONCERNED.
SHE gives a command and QUICKLY TURNS into the tent.

INT. FINGOLFIN'S TENT - CANDLE LIGHT

AREDHEL AWAKENS her FATHER.

AREDHEL
Father, forgive me for disturbing you but there is something you must see.

EXT. FINGOLFIN'S CAMP – DARK

OUTSIDE of the TENT, FINGOLFIN EMERGES hurriedly. He walks to the crest of a hill, over which the sea becomes visible.
Although it is miles away, the BURNING OF THE SHIPS is visible in the distance. FINGOLFIN STARES for a few moments, his expression conveys the bitterness of betrayal.

FINGOLFIN
(bitter)
Curse you Feanor! Nothing, not the Helcaraxe, nor the Valar themselves shall stop me from coming to Middle Earth now!

EXT. HELCARAXE - DARK

WIDE ANGLE ON: A LARGE CARAVAN of ELVES, HORSES and CARTS proceeds through a HUGE ICE FIELD. EXPLOSIONS of ICE are seen in the DISTANCE and then SOME quite CLOSE to the CARAVAN.

An EXPLOSION of ICE SHARDS KILLS SEVERAL ELVES!
MANY more DISAPPEAR beneath the ICE.

TURGON walks with his arms around his wife ELENWE and his daughter IDRIL.

GALADRIEL and her THREE BROTHERS (FINROD, ORODRETH & ANGROD) walk with their caravan. FINROD has his ARM around GALADRIEL. An EXPLOSION of ICE SENDS THEM REELING and a HUGE CRACK OPENS up. The ELVES scatter

GALADRIEL lies in its path and DISAPPEARS suddenly. FINROD is thrown a distance, then jumps up and RUNS for the spot where she fell.

FINROD
Galadriel, No!

GALADRIEL'S other BROTHERS rush to help. When they ARRIVE, they find HER HANGING on BY ONE HAND, ABOUT TO FALL!

CLOSE ON: FINROD REACHES out and GRASPS GALADRIEL by the WRIST as she is falling.

As his BROTHERS brace him, FINROD pulls GALADRIEL to safety and HOLDS HER CLOSE.

FINROD
I promise to take you safely from this place my sister.
FINROD KISSES HER forehead. GALADRIEL weeps on his shoulder.

HIGH WIDE: The CARAVAN continues on. The ICE FIELDS reflect the STARLIGHT. It is wonderful to look at, almost peaceful amid the occasional EXPLOSION OF ICE.

EXT. FIRTH OF DRENGIST - STARLIGHT

FEANOR and his CARAVAN head along the shore of the FIRTH OF DRENGIST toward a CARVED PATH up its HIGH CANYON WALLS.
A GREAT NOISE of WEAPONS and ARMOR RESOUNDS. The HIGH CANYON along the FIRTH CLAMOR with the ECHO! The SHADOWS of the army FLICKER from the TORCHLIGHT along the CLIFF WALLS.

EXT. ERED LAMMOTH - NIGHT

A HIGH PLATEAU overlooks the LIGHT of the BURNING SHIPS FAR OFF. The NOISE of FEANOR'S ARMY is AUDIBLE.

PULL BACK: AN ORC ENCAMPMENT comes into frame. The ORCS, aroused by the SOUNDS, gather around and point at the fires in the distance.

SUDDENLY: An ELVISH HORN REVERBERATES through the CANYON.
THE ORCS all DRAW THEIR WEAPONS and SCREAM WITH RAGE!

PULL BACK TO HIGH WIDE: A LARGE ARMY OF ORCS is REVEALED, as if in wait for the NOLDOR'S arrival. The ORCS rage at the ELVISH HORN with a GREAT TUMULT.

EXT. HELCARAXE – STARLIGHT

WIDE: A GREAT EXODUS of ELVES moves across the HELCARAXE.

The INDIVIDUAL GROUPS are seen one at a time, moving cautiously but quickly.
FINGOLFIN and his PEOPLE LEAD the CARAVAN.
TURGON walks with his family.
FINGON and his people walk amidst them.
FINGOLFIN puts his arm around AREDHEL.

FINGOLFIN
This place has a malice of its own that consumes the will to go forward. Elves are falling from exposure and that is something unheard of.

HE turns to address all who can hear him.

FINGOLFIN (CONT'D)
We are within two leagues from the shores of Middle Earth! Our pace must quicken!

TURGON walks with his DAUGHTER, IDRIL.
His WIFE, ELENWE slows her pace and falls behind them.

TURGON
We are but short distance to the other side, Elenwe. Do not despair.

ELENWE
It is the other side I fear most. This voyage has been doomed from the start, why should the end be anything other than evil?

An EXPLOSION fairly CLOSE STARTLES EVERYONE except ELENWE, who is suddenly CALM. SHE LOOKS AT TURGON. SILENCE FALLS.

ELENWE
Look for me in the halls of Mandos my love.

A great EXPLOSION in front of ELENWE SWALLOWS HER, but SENDS TURGON and IDRIL FLYING BACKWARD.
IDRIL is STUNNED and in SHOCK. TURGON CRIES OUT in GRIEF.
FINGON gently PULLS IDRIL up.
FINGON grabs TURGON and PULLS HIM to his feet.
FINGON looks with concern at his BROTHER.
HE puts his hand on his arm and pulls him.
They keep going with the rest of the caravan.

CLOSE ON: TURGON looks back at where his wife died with a look of ANGUISH on his face. He looks ahead, wipes his face with his sleeve and forces himself to move forward.

EXT. SHORES OF MIDDLE EARTH – STARLIGHT

The CARAVAN of the NOLDOR arrives on shore in a GREAT MULTITUDE. The ELVES rush desperately for safety. They fall to the ground. Some weep, some laugh, and some are too exhausted to do either.

TURGON walks onto the shore. He is emotionless as he looks at the MOUNTAIN OF FIRE, far distant, and silently CURSES it.

EXT. HITHLUM VALLEY – STARLIGHT

HIGH WIDE: FEANOR'S ARMY marches out of the strait to a WIDE PLAIN surrounded by MOUNTAINS. SAURON comes into frame on a MOUNTAIN PEEK to the NORTH. He is DRESSED in his DARK NIGHT ARMOR with a HELM covering all but his EYES.

CLOSE ON: SUARON’S GAZE follows their approach.

FEANOR'S ARMY marches over the WIDE PLAIN. FEANOR and HIS SONS are at the front with their SWORDS already DRAWN, as if expecting an attack.

FEANOR
There are eyes piercing me. We are watched from a distance.

MAEDHROS
The Orcs of Morgoth have not yet felt the sting of Noldor steel. They shall not forget it once they do.

CURUFIN
Tulkas spun tales of demons with great power wielding whips of fire. Balrogs he called them. None other than the Valar could contend with them.

FEANOR
It was for the Balrogs of Morgoth that the art of forging spiritual weapons and armor was taught to me. Aule spoke long ago of the imprisoned Valar who would one day be set free and feared such weapons would be needed.

MAEDHROS
Courage my brothers, our Father will lead us to a great victory.

ASCEND TO HIGH WIDE: The ARMY OF FEANOR marches behind them, TWENTY THOUSAND STRONG.

EXT. ERED LAMMOTH – STARLIGHT

FINGOLFIN'S ARMY marches over a very MOUNTAINOUS REGION north from where FEANOR entered the FIRTH.

FINGOLFIN leads with FINGON and TURGON at his side. They tread a NARROW PATH with their CARTS and HORSES becoming difficult to manage. The PATH seems carved out by an intelligent people but the RUNES carved into the WALLS are not ELVISH.

FINGOLFIN
I learned much of the lore of all three Elfish peoples. This region was unknown to us and the runes are not that of any Elf.

FINGON
Orcs!

TURGON
We must be wary. I will pass on word to the others.

FOLLOWING ANGLE ON: TURGON MOVES to the BACK of the CARAVAN past ELVES, HORSES and CARTS. TURGON comes to GALADRIEL, who looks around as if she is senses something.

GALADRIEL
You are here to warn us that we are in danger.

TURGON
True, but I see that you are aware of this already.

GALADRIEL
I have been a student of the Valar. They taught me many things. Like how the Dark Lord took our people and through vile tortures and dark sorcery, Orcs were made from our beings.

FLASH IMAGES:

EXT. CUIVIENEN FOREST – NIGHT

THE BLACK RIDER reaches out for a TERRIFIED, LONE ELF.

INT. ANGBAND – TORCHLIGHT

THE SAME ELF is TORTURED in a dungeon under ANGBAND.

CLOSE IN ON: The ELF SCREAMS until his MOUTH FILLS THE SCREEN.

PULL BACK TO REVEAL: The GAPING MOUTH OF THE ELF is now transformed into that of a HIDEOUS ORC.

GALADRIEL (VO)
And from our earliest speech, Morgoth devised the black speech of the orc.

FLASH BACK TO GALADRIEL:

GALADRIEL
Although these runes are written in the same black speech, tell Fingolfin that what we fear is something I have no knowledge of. A menace grows in my thoughts as we come deeper into these mountains.

EXT. LAKE MITHRIM – STARLIGHT

FEANOR'S ARMY arrives at LAKE MITHRIM.
The ELVES set up camp under a CLEAR STARLIT SKY.
The STARS are especially bright and the plain is well lit.

FEANOR and MAEDHROS sit by a small campfire.
MAEDHROS is somber.

FEANOR
There is no doubt that the Enemy is aware of our arrival.
MAEDHROS
Maybe he means for us to let down our guard.

FEANOR
It will avail him not. Though our numbers are few, Morgoth
will not withstand our strength and resolve.

MAEDHROS speaks with disdain to FEANOR.

MAEDHROS
We would have been better off risking the sea to get Fingon and the others. Now we are but few and I am tortured by guilt for what we have done.

FEANOR SUDDENLY throws down his drink and rises to his feet.

FEANOR
Then you had best regain your wits and forget your pain for the moment. The enemy is upon us. Listen!

SOUNDTRACK: WE HEAR A RUSHING of ARMORED FEET.

HIGH WIDE: SUDDENLY FROM EVERY DIRECTION, the CAMP of FEANOR is ATTACKED by THOUSANDS OF ORCS!

THE ORCS RUSH IN ON THE SURPRISED ELVES and kill a few before SWORDS ARE DRAWN. The ELVES FIGHT BACK!

ANGLE ON: FEANOR CRIES OUT and BRINGS DOWN HIS SWORD on a FRIGHTENED ORC. The ORC is VIOLENTLY CUT IN TWO!

EXT. NORTH HITHLUM – STARLIGHT

FINGOLFIN and his SONS WALK OFF the PATH and INTO a WIDE CANYON with SEVERAL HUGE ROCKY LEDGES and GIANT CAVES off to the side.

SUDDENLY: As FINGOLFIN'S forces reach the end of the CANYON, several CAVE TROLLS ERUPT from the caves, ROARING and BEARING CLUBS and ROCKS.

ELVES are TOSSED BY CLUBS and CRUSHED BY ROCKS.
Some of the ELVES DODGE both. FINGON AND TURGON ARE ATTACKED by a TROLL bearing a CLUB but quickly cut it down with their swords.

FINGOLFIN rolls to the side of a TROLL'S CLUB and CUTS its ACHILLES HEEL. The TROLL ROARS and FALLS to its KNEES!
FINGOLFIN SCREAMS as he CUTS THE TROLLS HEAD CLEAN OFF!

CLOSE ON: The SWORD LEAVES A SMOKING WOUND.

At the OTHER END of the CANYON, GALADRIEL and her BROTHERS defend the rear of the caravan as it leaves the trail.

Above, TROLLS THROW BOULDERS down at them.

TROLLS JUMP DOWN and CRUSH SEVERAL ELVES!

A FALLING TROLL ALMOST CRUSHES ANGROD but FINROD PULLS HIM TO SAFETY, just in time.

ARCHERS FIRE ARROWS at the TROLLS, causing them to REEL and SHIELD THEIR FACES.

FINROD and his BROTHERS ATTACK the DISTRACTED TROLLS.
The TROLLS, despite their size and strength are not a match for the NOLDOR and are KILLED QUICKLY.

EXT. BATTLE UNDER THE STARS

FEANOR'S ARMY is outnumbered five to one, but FIGHTS off the ORCS with GREAT SLAUGHTER.

FEANOR SWINGS his SWORD with SHOCKING SPEED and INHUMAN GRACE! HE KILLS several ORCS with each blow!
MAEDHROS FIGHTS AT HIS SIDE and together they are two of the deadliest beings in MIDDLE EARTH.

CLOSE ON SLOW MOTION: FEANOR'S SWORD GLOWS RED!
BLACK ORC BLOOD FLIES off it as he swings.

The NOLDOR completely SURPRISE and OVERWHELM the ORCS with their STRENGTH and FEROCITY! Their ENCHANTED BLADES GLEAM on the battlefield.

CURUFIN SLAYS a LARGE ORC as it attempts to impale him from behind! CELEGORM FIGHTS with HIS HOUND by his side.

HUAN BITES a TERRIFIED ORC by the throat and VIOLENTLY SHAKES it from side to side!

The ORCS FLEE in FEAR of the HOUND!

A ROAR is heard and the ORCS CLEAR A PATH!
A BALROG charges forward SWINGING TWO SWORDS!
The ELVES EXPRESSIONS show FEAR at the CHARGING BALROG.
SEVERAL ELVES DIE as they are TOSSED in PIECES through the air from its strikes!

FEANOR MOVES to the side, as A BALROG’S SWORD HITS the GROUND by his feet. FEANOR then STABS it in the EYE. THE BALROG REARS BACKWARD, SPREADS its WINGS and SCREAMS with PAIN and RAGE.

CLOSE ON: SAURON is STARTLED by the INJURY to the BALROG as he watches the ATTACK from above.

CELEGORM, AMROD and AMRAS rush the field to ASSIST THEIR FATHER. THEY HACK at the BALROG'S LEGS with their hallowed swords. The BALROG SCREAMS in pain!
MAEDHROS and CARANTHIR JOIN in the ATTACK.
THE BALROG FLAILS at them and strikes an ELF close to MAEDHROS. The ELF flies high in the air.

ANGLE ON: MAEDHROS' deadly BLADE throws great SPARKS every time it hits the BALROG. He screams with BLOOD LUST as he THRUSTS his SWORD into the BALROGS BACK.
The BALROG SHRIEKS and DROPS it's SWORDS!

CLOSE ON: A WHIP RISES from the BALROG'S FIST.

It CRACKS the WHIP and STRIKES DOWN several ELVES!
The BALROG turns to FACE MAEDHROS.
It strikes at him with its whip!
MAEDHROS is THROWN from the fight!
FEANOR and his SONS surround the BALROG and STRIKE it from all sides. The BALROG flails but they dodge its WHIP.
FEANOR GLOWS like VALAR LORD! He CRIES out and PLUNGES his SWORD up into the BALROGS CHEST.
The BALROG SCREAMS and FALLS DEAD!

The ORCS shriek in TERROR and FLEE as FEANOR'S ARMY CHASES them down.

CLOSE ON: SAURON makes a DEEP GROWL, then leaves the frame.

FEANOR raises his sword and cries out!

FEANOR
We have victory! To the horses! Ride them down! Trample their bodies into the dust!

FEANOR and his SONS mount their HORSES and RIDE after the FLEEING ARMY. Several HUNDRED ELVES pursue the ORCS.
As FEANOR and his sons ride over the last of the orcs, they stop close to a CANYON leading into the Eastern mountain range.

FEANOR
They must have passed through that canyon. Beyond these mountains lies Melkor's Kingdom.
Come, we shall pick up camp immediately.

MAEDHROS looks at MAGLOR and they both shake their heads.

The rest of the sons follow FEANOR as he rides off.

MEADHROS and MAGLOR reluctantly follow.

INT. RING OF DOOM - DARK

In the RING OF DOOM, AULE comes before MANWE and VARDA.
All the other POWERS are present.
AULE holds an ORB that looks like a tiny MOON.
It FLOATS in his GRASP UNTOUCHED by his FINGERS.

AULE
The first vessel is ready. Lady Varda, it awaits thy blessing.

VARDA STANDS and reaches out. Her hand TOUCHES THE ORB.

VARDA
May the entire world now be bathed in the Light of Telperion.

The ORB FLOATS in the air and then RISES out of the RING through the OPEN ROOF. As it rises, the MOON INCREASES IN SIZE.

EXT. PASS AT ERED WETHRIN - STARLIGHT

FEANOR'S ARMY moves through the canyon. SUDDENLY a HUSH falls over the ELVES. In the WESTERN SKY a SOFT LIGHT is seen on the HORIZON. It glows SILVER like the light of the tree TELPERION.

CLOSE ON: THE MOON RISES for the FIRST TIME in MIDDLE EARTH!

Looks of ASTONISHMENT wash over the ELVES faces as the MOON appears. FEANOR looks at it with little emotion, but his sons marvel and gasp.

EXT. NORTHWEST HITHLUM – NIGHT

At the FOOT of the MOUNTAINS, FINGOLFIN and his ARMY emerge to see the MOON RISING in the sky. FINGOLFIN BLOWS HIS TRUMPET against the RISING MOON in the background.

EXT. ANGBAND – STARLIGHT

The TOWERS OF THANGORODRIM are seen from a distance.
The SERVANTS of MORGOTH stare in AWE at the rising of the MOON.

EXT. TOP OF THANGORODRIM – STARLIGHT

MORGOTH looks up at the MOON in DISMAY.

MORGOTH
(furious)
No! This cannot be! That light was consumed! They have not the power to create it anew!

EXT. LAKE MITHRIM – STARLIGHT

GALADRIEL stares at the MOON with WONDER.

GALADRIEL
The Valar have struck back at Morgoth. The light of Telperion shines in the sky over all of Middle Earth now.

AREDHEL
We were foolish not to heed them. This bodes ill for the Noldor as well as Morgoth.

GALADRIEL
Perhaps one day we will reconcile ourselves to the West. For now, this is our home and for it with Morgoth we shall have to contend.

EXT. SOUTH ARD-GALEN – STARLIGHT

FEANOR and his SONS emerge from the pass through ERED WETHRIN into the great wide plains of ARD-GALEN.
FEANOR POINTS to the distant IRON MOUNTAINS.

FEANOR
See there, my Sons, in the far distance, the Iron Mountains and the Gates of Angband.

HIGH WIDE: On the NORTH EASTERN BORDER of ARD-GALEN, the VAST IRON MOUNTAIN RANGE STRETCHES BEYOND SIGHT IN BOTH DIRECTIONS. In the middle of it stands the GATES OF ANGBAND. Beyond THE GATES, the sheer wall of THANGORODRIM stands, a THOUSAND FEET HIGH!

EXT. SOUTH ARD-GALEN - NIGHT

FEANOR, MAEDHROS and CARANTHIR sit and gaze at the MOON, with their CAMP at rest near the entrance of a wooded area.

FEANOR
Three times now it has risen and fallen. I wonder how it was wrought. Surely Aule had a hand in the making.

MAEDHROS
Do you think that there will be two lights just as there were two trees?

FEANOR
I cannot say. If the other comes it will be a great blow to the servants of the enemy.

MAEDHROS
And, to us as well. Perhaps we were wrong to scorn the Valar.

FEANOR glares at MEADHROS with a look of unease.
The STILLNESS is disturbed by the SOUND of a RIDER approaching. MAEDHROS goes forth to investigate.
FEANOR'S remaining SONS RISE from their tents.
MAEDHROS RUSHES BACK.

MAEDHROS
A black emissary of Morgoth rides under a flag of truce!

CARANTHIR
We should kill him quickly.

FEANOR
Do not be foolish. We must hear what our enemy has to say.

FEANOR and his SONS approach the RIDER.
The EMISSARY awaits them; A FOUL CREATURE, NOT an ORC or an ELF, with a WIDE MOUTH full of SHARP TEETH, DRESSED in ELABORATE ARMOR.

EMISSARY
(in a vile tone of voice)
My master concedes the defeat of his army to thy dreadful swords, Feanor, King of the Noldor. He offers thee terms of surrender.

FEANOR
And what are his terms?

EMISSARY
My master would retain his lands to the North and would refrain from any insurgence to the south. In return for his freedom and his lands he would give a Silmaril in exchange.

The EMISSARY smiles a NASTY SMILE.

FEANOR
(insulted)
This is your master's offer? For all three Silmarils I might consider his terms.

EMISSARY
This was expected. If it will take all three jewels to satisfy thee, then that shall be the price paid. However, thou must take thy people far from these lands.
And thou must meet with those appointed to treat with my Lord face to face at the Fen of Serech before He will hand over thy ransom.

FEANOR
This also was expected! Tell your master that we will meet and to bring the Silmarils with him! Now be gone foul creature, before I lose my fight against the desire to cut off your head!

The EMISSARY HISSES at FEANOR then rides away.

MAEDHROS
Only a fool treats with Morgoth. It is surely a trap!

FEANOR
Nor will he give up the Silmarils at any length. We will set an ambush and take the Silmarils by force.

AMRAS
Father, I have always held my tongue but I must speak.

FEANOR
Speak Amras.

AMRAS
Amrod and I spent much time in the tutelage of Morgoth. There can be no doubt of his treachery and that he has some scheme of which we are unaware!

AMROD
He speaks the truth! This is folly! Let us find another way to take back the Silmarils.

MAEDHROS
I disagree. We have seen what our swords can do to the servants of the enemy. We have slain one of his mightiest servants! It was thought none other than an Ainur could accomplish such a feat!

AMROD
But how are we to be sure that the Silmarils will even be in their possession?

FEANOR
The decision is made. Maedhros will ride at my side and meet with Morgoth's emissaries. The rest of my Sons will approach in stealth and ambush the enemy. If they do not have the Silmarils it will still go the same for them.

AMROD and AMRAS look at each other UNEASILY as FEANOR turns with MAEDHROS to mount their horses. THEY leave with several guards and the BANNERS of the house of FEANOR held high.
The rest of his camp begins to pick up and move.

EXT. THE FEN OF SERECH – STARLIGHT

The SONS of FEANOR approach quietly through a wooded area with a large force of ELVES behind them.

ACEND AND PUSH IN: Over the tree canopy and into the distance to FEANOR and MAEDHROS, as they ride with a dozen guards.

CUT TO:

FEANOR'S SONS approach silently through the forest.
CELEGORM'S HOUND HUAN starts to GROWL.
CELEGORM makes a SIGNAL for the others to HALT.
The ELVES all crouch low to the ground.
THEY are suddenly BROAD SIDED by ORCS hidden in wait and a BATTLE ENSUES! CELEGORM shoots an ARROW into an attacking WARG and kills it as HUAN ATTACKS its RIDER.

CUT TO:

A DARK RIDER with several GUARDS waits on BLACK HORSES at the FEN OF SERECH, a twinning of the RIVER SIRION.
FEANOR and MAEDHROS approach from the FOREST PATH.
FEANOR comes face to face with a GREAT DARK KNIGHT who turns out to be SAURON, whom the ELVES know nothing of.
He has several ORC GUARDS and the EMISSARY with him.

FEANOR
Show me the Silmarils before you speak a word!

SAURON
(with utter contempt)
Pathetic fool, didst thou truly hope to reclaim gems, which rest in the Iron Crown of the Dark Lord?

SAURON LAUGHS and DRAWS HIS SWORD to which the ELVES immediately DRAW THEIRS, yet SAURON'S GUARDS and the EMISSARY do not draw theirs.

SAURON (CONT’D)
Thou shall not set thy sight upon them again! Thy ambush is otherwise occupied and the trap is sprung on thee instead!

SUDDENLY: SAURON'S WEREWOLVES emerge from hiding places all around. The WEREWOLVES are nearly the size of trolls only much faster and more vicious. They quickly cut through FEANOR'S GUARDS. The ORCS join the fray.

ANGLE ON: FEANOR KILLS A WEREWOLF as it attacks!

ANGLE ON: GOTHMOG, LORD OF THE BALROGS suddenly emerges from the forest and grabs MAEDHROS, who cries out in anguish.
GOTHMOG SPREADS HIS WINGS and takes flight with MAEDHROS CAPTIVE.

FEANOR is distracted by GOTHMOG'S attack on MAEDHROS and is knocked on his back by a WEREWOLF, stunned, away from his weapon.

ANGLE ON: SAURON puts his foot on FEANOR and raises his sword. A CRY of ELVISH VOICES is heard just as he is about to deal a killing blow to FEANOR.

CLOSE ON: An ELVISH ARROW PIERCES SAURON'S WRIST causing him to CRY OUT and DROP his SWORD.

FEANOR'S SONS and their soldiers emerge from the forest and run at the enemies!
CELEGORM FIRES ANOTHER ARROW into a WEREWOLF!

SAURON mounts his horse and looks down on FEANOR.

SAURON
Now what wouldst thou give for the return of thy son? My master shall reveal it to thee when he chooses to!

The WEREWOLVES retreat into the forest faster than any of the ELVES can pursue and SAURON RIDES AWAY after them.
ONE WEREWOLF is brought down and SAVAGELY KILLED by HUAN.

FEANOR stands up with a look of ANGUISH on his face as MAEDHROS is carried away by the BALROG.
His sons rush to his side.
SAURON'S LAUGHTER can be heard far off.
FEANOR and his SONS stand and watch helplessly as the BALROG FLIES away with a struggling MAEDHROS in its grasp.

INT. MORGOTH'S THRONE ROOM

MORGOTH sits on his THRONE.
The SILMARILS in his crown weigh his head down.
MAEDHROS stands DEFIANTLY before him.
He is SURROUNDED by ORC GUARDS.

MORGOTH
(delighted with himself)
Maedhros Son of Feanor, welcome to Thangorodrim, thy new abode, forever.

MAEDHROS
You speak as if it were the army of Morgoth that triumphed on the battlefield.

MORGOTH
(laughs)
The victory of the Noldor on the plains of Hithlum was but a test of thy strength. Now that it has been measured in full, my forces will be fully prepared. Your Father has seen only a taste of my power.

MAEDHROS
(smiles mockingly)
I have also seen the power of the Valar rise in the sky to defy you.

MORGOTH SNEERS at MAEDHROS with RAGE and suddenly is upon him faster than the eye can see. MORGOTH GRABS him by the THROAT and LIFTS HIM. MEADHROS is obviously TERRIFIED and MORGOTH lets go. MAEDHROS FALLS HARD on the ground.

MORGOTH
You are about to see the Power of the Mightiest Valar!

EXT. TOP OF THANGORODRIM - STARLIGHT

MORGOTH stands alone with MAEDHROS.
In the BLACK TONGUE, HE commands a LONG CHAIN to fasten to the side of the PRECIPICE many feet down from the top.

CLOSE ON: The other end of the CHAIN FASTENS ITSELF to MAEDHROS WRIST!

MORGOTH
Thou shalt hang from the walls of Thangorodrim and your cries will fall on the ears of all who come hither. Thou shalt never feel the bliss of death, but thou shalt yearn for it and suffer forever.
Thy father will barter for your release and I shall hang him here to suffer in torment with thee. Perhaps I shall then collect all of the Sons of Feanor to decorate my tower!

MORGOTH LAUGHS then CASTS MAEDHROS over the side.
MAEDHROS DROPS a distance and stops with a PAINFUL JERK.
MAEDHROS CRIES OUT in AGONY and hangs from his wrist a hundred feet from the top of the wall.

MORGOTH DISAPPEARS LAUGHING with delight.

INT. RING OF DOOM – NIGHT

All the POWERS are present in the RING OF DOOM as AULE walks into the room.

AULE
The vessel cannot he held aloft by my power. It burns all who come near. Only Lady Varda may approach it.

VARDA rises and approaches AULE.

VARDA
Then take me hence Lord Aule.

MANWE
One thing yet remains.

EXT. PELORI MOUNTAINS - MOONLIGHT

HIGH WIDE: We see MOUNTAINS that SURROUND the interior of VALINOR. THEY SUDDENLY RISE into SHEER WALLS of IMPOSSIBLE HEIGHT with a RUMBLING and VIOLENT SHAKING!

MANWE (V/O)
Valinor shall be shut to them. Into enchanted isles and dark waters they will sail seeking the undying lands but finding them not.

EXT. GREAT SEA – STARLIGHT

The water becomes TUMULTUOUS as hundreds of SMALL ISLANDS RISE throughout the GREAT SEA in front of VALINOR.
DARKNESS DESCENDS.

MANWE (VO)
There they will lose their way and meet their doom.

PULL BACK TO HIGH WIDE: We see an almost ORBITAL VIEW of THE HIDING OF VALINOR.

EXT. ARD-GALEN - NIGHT

The BATTLE FIELD of ARD-GALEN is seen from high. The FORCES of the NOLDOR are ARRAYED FOR BATTLE with many on HORSEBACK.

ANGLE ON: FEANOR is in FULL ARMOR and his SONS are on either side of him. They stand on the plains facing the GATES of ANGBAND. THEIR ARMY is spread out behind them.

THE GATES OF ANGBAND open SLOWLY with a HEAVY RUMBLING.

CLOSE ON: FEANOR AND HIS SON'S wear looks of FEAR and ANTICIPATION.

The ARMY OF MORGOTH POURS OUT in all its might, comprised of countless ORCS, WOLF-RIDERS and TROLLS with maces and axes.
AMIDST them are the BALROGS and SAURON.
THE BALROGS are lead by their LORD, GOTHMOG.

SAURON rides his BLACK HORSE, surrounded by the BATTALION of BALROGS.

CLOSE ON: FEANOR raises his sword to the sky.

FEANOR
Death to the servants of Morgoth! For the Silmarils!!! For Maedhros! For Finwe!! For the Noldor!!!!

The ARMY OF FEANOR CRIES OUT and CHARGES forward, GREATLY OUTNUMBERED, into the OVERWHELMING ENEMY.
THE NOLDOR CRASH INTO and TRAMPLE the ORCS, TROLLS and WOLF RIDERS.

FEANOR KILLS a WOLF and then it's RIDER.

AMROD and AMRAS fight against a MASSIVE BATTLE TROLL!

CELEGORM and CURUFIN trample the ORCS, as beside them
HUAN SLAYS anything in his path!

THE BALROGS ATTACK, and THE ELVES are forced to defend against many of them. THE BROKEN BODIES OF ELVES fly through the air from the BALROGS BLOWS!

WIDE: The ARMY OF MORGOTH closes in around THE ELVES.

MAGLOR and CARANTHIR defend against a BALROG.
FEANOR RIDES in front of the BALROG, as it is about to strike, and THRUSTS his SWORD into its MID SECTION.
The BALROGS FLIES BACKWARD with a huge wound below its chest.

SAURON STRIDES into BATTLE, taller than the tallest ELF!
HE SLAYS ELVES with terrible speed and the SKILL of a master swordsman.

CLOSE ON: FEANOR LOOKS AT SAURON a short distance away. HIS EYES LIGHT UP WITH RAGE!

ANGLE ON: FEANOR CHARGES his HORSE and takes his sword to him. SAURON evades FEANOR'S CHARGE and UNSEATS HIM with a BLOW! AN EXCITING DUEL between FEANOR and SAURON ENSUES!
FEANOR is a match for him and starts to gain the edge.
In his RAGE, FEANOR OVERPOWERS SAURON and KNOCKS his sword away!

CLOSE ON: SAURON'S EYES SHOW PANIC!

FEANOR is about to thrust his SWORD into SAURON'S FACE, when he is KNOCKED DOWN FROM BEHIND! One of SAURON'S ORC CAPTAINS prepares to impale FEANOR with a spear, when FINGOLFIN'S HORN BLOWS LOUD AND CLEAR.

ALL HEADS TURN on both sides of the fight.

WIDE: FINGOLFIN'S ARMY stands in the WEST with the MOON behind them.

FEANOR SLAYS the ORC that was about to attack. He searches for SAURON and sees that HE IS GONE.

CLOSE ON FINGOLFIN:

FINGOLFIN
Death to the Dark Lord!

WIDE ANGLE ON: The much larger ARMY OF FINGOLFIN charges the BATTLEFIELD and the odds become even.
They crash into the ARMY OF MORGOTH, and A HUGE BATTLE ENSUES!

As the BATTLE RAGES around him, FEANOR looks toward the GATES OF ANGBAND, which are WIDE OPEN.

EXT. GATES OF ANGBAND – NIGHT

FEANOR WALKS out of the BATTLE, INTO THE GATES and up to walls of THANGORODRIM. He looks up and in the very far distance he sees MAEDHROS HANGING in DESPAIR.
FEANOR SCREAMS with RAGE!

FEANOR
Morgoth, Lord of the Accursed! Feanor, the Son of Finwe whom thou unjustly slew, calls you forth! Release my son and face me now. And bring forth the Silmarils, which you stole that rightfully belong to me!

SUDDENLY the DOORS of THANGORODRIM are THROWN OPEN and MORGOTH STRIDES OUT in FULL DARK ARMOR much TALLER THAN FEANOR. He carries GROND, which he immediately SWINGS.
FEANOR moves to the side of his strike.
FEANOR CUTS into MORGOTH'S RIBS with his sword.
Every time FEANOR STRIKES, his sword FLASHES and the WOUND SMOKES after.

MORGOTH CRIES out then swings at FEANOR'S HEAD.
FEANOR DUCKS and THRUSTS his sword into MORGOTH'S BACK. MORGOTH SWINGS a total of FIVE MORE TIMES at FEANOR, MISSING all. FEANOR STRIKES MORGOTH every time, causing MORGOTH to CRY OUT in pain.

CLOSE ON: The last time FEANOR STRIKES MORGOTH in the FACE!
HE KNOCKS OFF his HELMET and SENDS HIM to the GROUND!

FEANOR'S EYES BURN WITH FIRE!
He smiles with an almost evil look.

MORGOTH SHRINKS FROM FEANOR IN FEAR, just as GOTHMOG comes from behind with a mace and SMASHES FEANOR to the GROUND!

MORGOTH stands up and looks down upon FEANOR'S RUINED BODY.

EXT. ARD-GALEN – STARLIGHT

The BALROGS and BATTLE TROLLS gain ground and KILL MANY ELVES. FINGOLFIN and his SONS and the SONS of FINARFIN all fight as a group. The battle is turning against them.

FINGOLFIN
They are too many and too powerful!
We cannot defeat them!

EXT. GATES OF ANGBAND – STARLIGHT

MORGOTH stands over FEANOR, both in terrible pain, BLEEDING from many wounds. MORGOTH RAISES GROND.

FEANOR DEFIANTLY GLARES at MORGOTH.
SUDDENLY a BRIGHT LIGHT causes MORGOTH to CRY OUT IN PAIN, and HE RAISES HIS ARM in front of his eyes!

CLOSE ON: The SUN RISES in the WEST!

MORGOTH'S SERVANTS CRY OUT with TERROR and start to FLEE DESPERATELY into any place that will hide them from the SUN.

The ELVES SHOUT with JOY and BLOW their HORNS as they PURSUE them and KILL them!

MORGOTH and GOTHMOG flee into THANGORODRIM.
Their frantic flight ends in the DARK ENTRANCE!

CLOSE ON: The HUGE DOOR SLAMS SHUT.

EXT. LAKE MITHRIM – SUNRISE

GALADRIEL stands with AREDHEL and IDRIL and many other ELVES, in AWE of the RISING SUN. The SUNLIGHT is BRILLIANT and REFLECTS in GALADRIEL'S HAIR. FLOWERS COME TO LIFE at her feet.

GALADRIEL
(with wonder)
The work of Yavanna ages ago no longer lies dormant. Under the new Sun it springs forth at its appointed time.

EXT. GATES OF ANGBAND – DAY

FEANOR is CARRIED away from the GATES OF ANGBAND by HIS SONS. THE GATE SLAMS SHUT behind them.

FEANOR is FATALLY WOUNDED but has NOT DIED YET.
FINGOLFIN and his SONS ARRIVE.

FINGOLFIN
I swore vengeance should we meet again, brother, but I see the Doom of Mandos has already caught up with you.

FEANOR
More than you know for the fiend has taken my eldest and chained him upon the walls of his fortress to suffer in anguish and torment.

FINGON
Maedhros? I must go to him!

FEANOR
(despairing)
No one can rescue him from where he is. It is hopeless. Morgoth was pierced by my blade seven times and did not fall! His power truly cannot be undone.

FINGON
If the light of Laurelin continues to shine, the enemy will hide. Then I might find a way. I must do something!

EXT. OUTSIDE THE GATES OF ANGBAND – DAY

SUDDENLY, FINGON rides into frame toward the GATES of ANGBAND, which are CLOSED. FINGON arrives at the GATES and immediately aims his bow up and SHOOTS.

CLOSE ON: THE ARROW, with a THIN LINE attached, SHOOTS into the rock WALL below the side of the gate.

FINGON grabs the line and with speed and agility beyond human means, climbs up to the GIGANTIC GATE. He then climbs up the sheer gate itself!

ANGLE ON: FINGON LANDS on the other side and walks to the tower. He CALLS out to MAEDHROS and hears a FAINT REPLY.
The WALLS of THANGORODRIM are sheer but not smooth and FINGON begins to CLIMB them. FINGON makes his way up until the SUN is SETTING and he can see MAEDHROS clearly above him to the left.

MAEDHROS
(miserably)
Why have you come to the aid one who betrays his friend? I am rightfully punished for my crimes. Do not put yourself at further risk Fingon, I beg you!

FINGON
(in tears)
My friend, it was the Doom of Mandos that these things should happen as they did. I know that it was not your choice.

FINGON tries desperately to CLIMB higher but is UNABLE to move from his place.

FINGON (CONT’D)
I cannot come any farther.

MAEDHROS
There is one last thing you can do. End my life with your bow. Do not leave me here to suffer.

FINGON hesitates before DRAWING his BOW and aims it at his friend with tears in his eyes.

FINGON
May Manwe make steady my aim and recall some pity for the Noldor in their need.

SUDDENLY: Just as FINGON is about to loose his arrow, the CRY of an EAGLE is heard and a WIND BLASTS FINGON'S FACE.

ANGLE ON:
THORONDOR, KING of the EAGLES, hovers a few feet from FINGON.
FINGON looks at THORONDOR and LEAPS onto the EAGLE'S BACK, who RISES to a ROCK OUTCROPPING within reach of MAEDHROS. FINGON LEAPS to it and moves to MAEDHROS who is within hands reach.

MAEDHROS
The bonds in which I am set cannot be broken. You will still have to kill me.

FINGON
Give me your free hand and brace yourself.

FINGON takes MAEDHROS HAND and DRAWS his SWORD, CUTTING MAEDHROS' other HAND OFF just below his shackle!
MAEDHROS CRIES OUT and drops but is pulled to safety by FINGON who embraces him.

FINGON (CONT’D)
Hold on to me Maedhros!

FINGON grabs MAEDHROS and JUMPS with him onto the EAGLES BACK. The EAGLE sinks a bit with the weight and gives out a cry as if to complain about the load. Then THEY FLY off into the now DARK WESTERN SKY.

EXT. ERED WETHRIN MOUNTAIN PASS – NIGHT

The HOST OF THE NOLDOR moves into the pass from LAKE MITHRIM. FEANOR IS CARRIED CELEGORM and CURUFIN.
Behind him are his other sons including MAEDHROS, who looks HAGGARD, his forearm wrapped in a bandage and sling.

FEANOR
(coughing blood)
Put me down.

THEY STOP and SET him down.
MAEDHROS approaches and TAKES his FATHER'S HAND.

FEANOR (CONT’D)
I cannot go any further.

FEANOR'S SONS all gather close, filled with grief
FEANOR LOOKS toward THANGORODRIM still visible in the EAST.

FEANOR (CONT’D)
Hold to your oath my sons. Avenge your father and reclaim the Silmarils at all cost.

FEANOR RAISES his FIST to THANGORODRIM.

FEANOR
And to Morgoth, Black Enemy of the World, Liar, Thief and Murderer! May the curse of Illuvitar consume your soul. Curse you, curse you…

CLOSE ON: FEANOR'S HAND FALLS to his side.

FEANOR DIES: HIS BODY turns to BRIGHT FLAME and BURNS to nothing but WHITE ASH as his SPIRIT, visible and like a LIVING FLAME, FLIES into the sky.

His SONS GASP in ASTONISHMENT!

RAPID FOLLOW ON: THE SPIRIT OF FEANOR flies off, past the HUGE CARAVAN of ELVES below then continues past LAKE MITHRIM and the FIRTH OF DRENGIST, then on to the STARS in the WESTERN horizon.

The SPIRIT flies into the distance. DISSOLVE TO BLACK SCREEN:

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Chapter End Notes

The next chapter is titled : The Seige of Angband