0:00

–

A slow 'fanfare' of sorts plays with the Faramir and Denethor theme as the unconscious Faramir is dragged through the city gates by his horse.

0:07

–

Outside the gates, the Orcs and Trolls are setting up the trebuchets. Gothmog rides up on his warg as an ascending phrase is played.

0:22

–

then a descending phrase as Faramir is carried to the top level of the city on a stretcher. (The same music is used in the TE as is heard on the CD. But the EE has a different mix. It seems to be in a different key and moves on to new music to accommodate the additional scenes with Gothmog dismounting his warg rather than just continuing at 0:30.)

0:30

–

Denethor runs out from the Citadel and 'remembers' that he loves his son. The music grows in urgency with a martial feel to it. He learns that no one has survived but Faramir.

0:42

–

"Fear. The city is rank with it. Let us ease their pain."

0:53

–

"Release the prisoners." A strong, aggressive statement of Descending Third Motif underlies a melody as the catapults hurl the severed heads of the captured Gondorian Soldiers. (goes to 1:10)

(This scene continues with music heard from 1:54 - the end of this track.)

(Jump ahead in action. It is night and Grond has broken the gates of the city and is overrun with Orcs, Trolls, and Easterlings. ~Yes... they are there. Stop NTSC DVDs at 1:48:21-TE or 0:14:55-EE, disc 2 to see their helmets.~ The Gondorians are retreating to the second level.)

1:10

–

A low, choral hybrid of the History of the Ring Theme and Sauron's Theme (see note below) is heard as the enemy rushes through the gates. Gothmog gives the order to kill everyone in the city. A long shots shows numerous fires and the citizens are fleeing from the army of Mordor. Gandalf gives the order to 'Fight to the last man. Fight for you lives.' as the chorus stops.

1:10

–

Meditha ardhon

(In the TE, all becomes quiet(er) and Gandalf can hear horns in the distance. The Rohirrim have arrived.
In the EE, all becomes only a little quieter and the horns are just musical elements of the soundtrack. Pippin tells Gandalf about the pyre of Denethor and the two ride off to save Faramir... meeting the Witch King on the way... before hearing the horns. The music for the arrival of the Rohirrim can be found on "The Fields of the Pelennor.)

(This action is connected to that from the beginning of this track 0:00 - 1:10)

1:55

–

The choir gives way to a hesitant, uncertain melody I believe is connected to Faramir and Denethor's theme. Denethor takes Faramir for dead. Pippin notes that Faramir still lives but Denethor cannot hear him. His despair is complete and his madness is descending.

2:13

–

References to Faramir and Denethor's theme ends and the music begins climbing in urgency as Denethor, who has stumbled to the edge of the overlook...

2:20

–

...sees what waits outside his gates. The music holds at it's tense apex...

2:26

–

 till with a quick crash it's off to a run with pizzicato strings. Denethor believes that Rohan will not come.

2:33

–

The Descending Third Motif on brass comes back for a phrase under the strings who continue their urgent mission.

2:40

–

the brass hold off a moment then...

2:43

–

...take a few more steps down the Descending Third Motif. Then they just join in the jumbled rhythms of the other instruments. The trebuchets of the Orcs are bombarding the walls of the city terrifying the citizens and sending the soldiers into confusion. Denethor shouts for the soldiers to abandon their posts and for all to flee for their lives. (This music 2:33 ~ 2:55 doesn't exactly line up with what I hear on the DVD although elements of the CD music are certainly in the soundtrack. I think it was just tightened up a little for the CD.) The music climbs in urgency and holds till...

2:55

–

A whack of a stick comes from off frame to whack Denethor in the head.

(In the movie, the music stops while Gandalf gives Denethor a couple of extra whacks for good measure then looks up and shouts, "Prepare for battle!")

2:57

–

A quick phrase of the White Rider in the Fellowship Theme is heard in the high instruments over the fainter low martial beat as Gandalf and Shadowfax ride through the streets rallying the people to prepare for battle.

3:04

–

While the faint marching beat continues, the higher instruments hold some long notes. The soldiers are heading his cry and they reform ranks

3:10

–

The music ends with a final punctuation of three notes as Shadowfax climbs the last set of stair to join the soldiers at the top of the city. (This scene is continued with music from "The Fields of the Pelennor" 1:20 - 2:53)