Meanwhile, Gothmog led the orcs giving the defenders of Osgilliath a surprise attack. The guards consisted of Ithilien rangers and Gondor soldiers equipped with shields and swords or spears. The humans of Gondor and Ithilien were under the leadership of Faramir, a versatile captain of Gondor who was Boromir's younger brother. The orcs entered the ruined city via rafts to cross the river and were able to outnumber the human defenders especially with the help of the Witch-king and the Ringwraiths on Fellbeasts. They forced Faramir and the survivors to retreat to Minas Tirith. The Ringwraiths on Fellbeasts killed most of the retreating survivors and Faramir was among the few who made it back to the city. Denethor, the ruling steward of Gondor and father of the two captains, was driven mad by grief due to the death of Boromir who was his favorite son. Faramir was always being looked down by his father. He attempted to prove his worth to Denethor by leading a battalion of Gondor knights in an attempt to retake Osgilliath that turned out to be suicide. The orc archers using the ruins as barricades brought down Faramir and his men. Witch-king ordered the orcs to advance to lay siege on Minas Tirith.

Sauron continued to strengthen his forces from Dol Guldur by gathering more armies. Legions of Haradrim, humans of the desert region Harad in the south, were the next to answer Mordor's call. Extreme poverty was the main factor that the Haradrim warriors joined forces with the dark lord who gave water to their people and promised them wealth. The Haradrim archers were strong against pikemen and monsters especially when they could fire barbed arrows. They fought on foot or on the back of Mumakil, elephant-like beasts from the jungle of Far Harad. Those beasts had the size and tusks of mammoths making them suitable for destroying buildings. The Mumakil were lethal against cavalry and could crush infantry with their feet. Those elephant-like beasts carried man-made platforms holding up to 50 Haradrim archers. The last army to answer Mordor's call was a corsair fleet from the coast of Umbar in the south. Those pirates were fierce warriors that operate ships and fought on foot swapping knives with ranged fire bombs used to set fire on buildings.

The elves of Lorien and Rivendell gathered in the port of Grey Havens and boarded the transports to sail west to the Undying Lands. Sauron had the corsair armada to intercept the elven transports preventing their escape, "There's our catch of the day," a corsair muttered. The pirate black ships fired heavy arrows sinking the defenseless vessels easily until the elves brought in warships as escorts.

"Our Banshees can make short work out of those pathetic ships," the Brute Leader said and deployed air-to-ground assault vehicles piloted by Brutes to keep the elven warships at bay. The arrows all bounced off hitting the alien aircrafts so that the corsair black ships continued sinking the transports. The Banshees fired their fuel rod cannons that could sink the elven warships within one shot. Once the elves ran out of transports, the Mordor force began their assault.

The corsairs brought in their bombardment ships armed with long-range catapults that fired flaming projects to clear the beach of the defense towers. The pirate black ships and Covenant Banshees escorted a wave of Umbar transports containing the Mouth of Sauron, orcs, Corsairs, and Easterlings. On the air, there were four Ringwraiths on Fellbeasts and Covenant dropships heading the same direction as the ships on water. The black ships and aircrafts sank the elven warships so that the Umbar transports could reach the shore unharmed. The elves of Rivendell fought on horseback carrying lances to trample infantry helped the Lorien infantry defending the shores. The Fellbeasts let out horrifying screeches sending the elves into disarray. This enabled the transports to its contents and the elves were picked off by the unstoppable Mordor force. The Fellbeasts swooped and picked anything with their feet then dropped them to their deaths. The Mouth of Sauron ran over any Lorien infantry with his wretched horse and the Covenant Loyalists on foot outgunned the elves. The Covenant Banshees also provided air support and fired their plasma guns at the elves. The Easterlings could skewer the Rivendell lancers while the orcs and Corsairs engaged the Lorien infantry.

With the shores cleared, the Haradrim arrived on foot and with the Mumakils. "Now my faithful servants, let us bring down their port so that the elves will have nowhere to go and no place to hide," the Mouth of Sauron gave the order to his minions and the Brute leader passed that order to his troops. The Rivendell lancers followed by the Lorien infantry intercepted the attack forces. A single Mumakil was able to sweep multiple horsemen with their massive tusks sending them flying into the air. Once the elven cavalry were cleared, the Haradrim archers were able to outrange the Lorien archers while the Mumakil crushed Lorien swordsmen with their feet. The beasts also reared up on its hind legs to pound multiple infantry creating a shockwave simultaneously. Approaching the port, the Mithlond sentries armed with pikes took down several Mumakil. The corsairs ran in front of the Mumakils to stab the sentries while the Haradrim archers picked them off a distance. The elves found themselves outnumbered and outgunned while the Mumakils trashed the port with their tusks.

The destruction of Mithlond forced the remaining elves to retreat to Rivendell and the Mouth of Sauron decided to proceed to Erebor, the Lonely Mountain, before pursuing the elves. The corsair armada began sailing through the river to Minas Tirith to aid Sauron's main army and Gondor would fall soon.