Her

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Gollum and Frodo crest the stairs. Gollum motions Frodo to enter a tunnel.

"There." Gollum points

"What is this place?" Frodo asks
"Master must go inside the tunnel." Gollum pushes

"Now that I'm here, I don't think I want to." Frodo says looking creeped out by the dark musty tunnel.
Gollum impatiently grumbles "It's the only way! Go in or go back."
"I cannot go back." Frodo says putting on a brave face.

Frodo and Gollum enter the tunnel.

"What's that smell?" Frodo gags
"Orcses filth. Orcses come in here sometimes." Gollum scurries ahead.
"Hurry!" Frodo loses track of his guide. "Sméagol?" Frodo calls out in fear, Gollum unseen calls back "Over here!"
Frodo's hand lands in a web.

Frodo screams "Ahh! It's sticky! What is it?"
"You will see. Oh yes, you will see."
"Sméagol? Sméagol? Sméagol!" Frodo is left alone.

Frodo mutters to himself "Sam"
Frodo steps on a skeleton, and sees other dead animals hanging, wrapped in webs. He begins to run.

Sam, crying, jogs down the stair.
He slips and falls down the final steps. On the ground, he looks up and sees the Lembas. He grabs the bread and crushes it angrily. Sam turns and looks up the stairs, then begins climbing.

Frodo runs and falls into a clump of webs and bones. "Ah! Ah!"

"And you, Frodo Baggins, I give you the Light of Eärendil, our most beloved star. May it be a light for you in dark places, when all other lights go out." Galadriel's voice echos in Frodo's head. Frodo fumbles in his pockets. He pulls out the phial of Galadriel. Frodo holds up the phial.

Frodo recites "Aiya Eärendil Elenion Ancalima!" (Hail Eärendil brightest of the Stars!)

Frodo turns to see something large moving behind him. It is a giant spider. "Ugh!" Frodo holds up the light to the spider, who is taken aback by its glow.
Frodo runs, and is chased. Frodo holds off the spider with the phial.

Frodo becomes tangled in a spiderweb. The web holds him spread-eagle off, the ground. He looks back at the dead bodies ensnared in the webs.

Gollum emerges from behind a rock, watching Frodo with glee.
"Naughty little fly, why does it cry? Caught in a web! Soon you'll be eaten." Gollum sneers.

Shelob the spider approaches. Frodo cuts his way out of the web with his sword. Gollum shrieks and runs. Frodo frees himself, but drops Sting.

He runs out of the lair by way of a hole too small for Shelob to enter and falls down, exhausted.

Gollum cheers "Got away, did it, precious! Not this time! Not this time!"
Gollum pounces on Frodo. Frodo and Gollum fight. Gollum tries to take the Ring from Frodo. "No!" Frodo, now enraged, starts to choke Gollum.
"It wasn't us! It wasn't us! Sméagol wouldn't hurt Master! We promised!" Gollum acts, that of his frail counterpart.

Frodo's anger dissipates. He stops choking Gollum.
"You must believe us. It was the Precious! The Precious made us do it!"

Frodo releases Gollum and stands, looking weary.

"I have to destroy It, Sméagol. I have to destroy It for both our sakes."

Gollum grows angry."No!" He yells

Gollum attacks Frodo. Frodo flips Gollum over and watches as he falls over a cliff. "Ah!" Gollum screams as he falls.

Frodo stands, exhausted and alone.

"I'm so sorry, Sam. So sorry." Frodo cries curling up as collapses. He appears in a lush green glen.

"This task was appointed to you, Frodo of the Shire. If you do not find a way, no one will." Galadriel pulls Frodo up to his feet.

Frodo rises and sets back on the path to Cirith Ungol. Frodo comes within sight of the Tower of Cirith Ungol.

Shelob silently crawls across the rocks overhead.

Frodo turns around at the sign of falling rocks, but sees nothing. As he turns back towards the tower, Shelob stabs Frodo with her stinger. Frodo groans, froths at the mouth, and passes out.

Shelob grabs the limp hobbit and wraps him into a cocoon.

Sam approaches the great spider. He holds Sting in one hand and the Phial of Galadriel in the other.

"Let him go, you filth! Let him go! You will not touch him again! Come on and finish it!" Sam roars wielding both Frodo's sword and gift from Galadriel.

Shelob hisses and attacks Sam. They fight over the rocky terrain. Sam loses the phial. The fight continues.
Sam swipes at the spider, but loses his sword. Sam retrieves Sting and stabs Shelob with it.
Shelob writhes in pain, possibly fatally struck. Sam picks up the Phial and uses it to drive Shelob back to her lair. LHa! Back!"

After Shelob retreats, Sam runs to Frodo, still wrapped in the cocoon.

"Mister Frodo!" Sam tears the spider web from Frodo's face. Frodo is pale and does not move or breathe. "Oh, no! Frodo! Mister Frodo! Wake up! Don't leave me here alone! Don't go where I can't follow. Wake up! You're not asleep... dead!"

Sam holds Frodo and cries.]
Sting begins to glow signalling that orcs are nearby, Sam hears them approaching.

"You get lost, scum!"

Sam hides. A small group of orcs appear. One is a small orc and another is a large Uruk-hai. They spot Frodo's body.

"What's this? Looks like ol' Shelob's been having a bit of fun."

"Killed another one, has she?"

"No. This fellow ain't dead!"

Sam whispers to himself from his hidden position "Not dead?"

The Urk-hai pokes Frodo's cocoon.
"She jabs them with her stinger... and he goes as limp as a boned fish! Then she has her way with them. That's how she likes to feed. Fresh blood!Get him to the tower!"

The orcs pick up Frodo. Sam watches.

Sam talks himself up "Samwise, you fool!"

"This scum will be awake in a couple of hours."
"Then he'll wish he'd never been born!"

The orcs head back to the tower.

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