Before the next day dawns, the journey to Mordor is complete. Gollum and the hobbits come to the tower of the Dark Lord just as the day guards are replacing the night guards. Smeagol says he knows of another entrance and offers to take the men there. Sam is still suspicious, but as Frodo looks at the tower, he sees troops approaching.
Once more Frodo puts his trust in Smeagol, who has twice had a chance to steal the ring or harm him. He is beginning to trust Smeagol. As Frodo contemplates what to do, four more winged creatures fly above. More troops approach, accompanied by Oliphaunts.
Smeagol has proved himself trustworthy despite momentary lapses. On the verge of an important decision, Frodo makes the decision to trust the man who was once his enemy.
As they pursue the alternate entrance, they find themselves travelling by night and sleeping by day. Frodo and Gollum sleep when they can, but Sam finds it hard to do so.
Eventually they come to a clear lake in a shallow dell, where they drink and wash to their content. Though the place is pleasant, all around them are signs of old wars and new wounds. Bones and burnt remains are strewn around the place. Sam asks Gollum if he can find food for them. Gollum comes back with rabbits. Sam fetches some herbs and cooks the rabbit meat in water. Gollum, disgusted by the practice of cooking meat, goes off to find something for himself. Sam realizes too late that his fire has attracted attention. Four men whom Gollum was able to evade capture the hobbits. The men are from Gondor, led by Captain Faramir (Boromir's brother). Frodo tells them who they are and asks them to spare Gollum, if they catch him. He tells them about the fate of Boromir and they are saddened.
Faramir leaves two men to guard the hobbits and goes off on an errand. The guards tell them that they are rangers come to ambush the men that help Sauron. Though they know that Gondor and Minas Tirith are doomed, they will not let the Southrons join the Dark Lord without opposition. Sam then gets his first view of a battle of men against men, which he doesn't like much. While watching the men fight each other, he sees another fight that terrifies and delights him for life: an Oliphaunt.
When Faramir returns after the battle, he questions Frodo long and hard about the object he has that Sauron wants. Frodo holds back, telling Faramir of the sword that was broken and about Boromir and Aragorn. Faramir almost accuses Frodo of killing Boromir when Sam speaks up. Frodo, who did not know that Boromir was dead, is upset.
Faramir asks Frodo to join them so that they may be protected from orcs. Some of the guards see a shadow. Sam guesses that it is Gollum, but the men think that it is a large squirrel.
Sam refuses to sleep and after they have eaten Faramir sits to talk with the hobbits. Frodo tells him many tales except about their quest and the Ring, and Faramir tells them about his ancestors and their quest against the Dark Lord. Sam tells Faramir about Lady Galadriel's beauty. While talking he lets slip that Boromir wanted the Ring.
Faramir guesses that it is the one Ring and puts the hobbits at ease by saying that he is not about to force it from them. He sympathizes with Frodo, who has an enormous responsibility on his shoulders.
The friendship between Frodo and Faramir restores Boromir, though he is dead. Frodo never held ill will toward him, but now he is able to express his admiration for the fallen comrade by remaining silent rather than dishonoring his memory.