INT. MORIA GATE -- NIGHT

                                                             88.
CONTINUED:


A faint light rises from Gandalf's staff, throwing a Creepy
Glow across the old wizards face.

                    GANDALF
              (ominous)
          We now have but one choice...we must face
          the long dark of Moria. Be on your
          guard...there are older and fouler things
          than the Orcs in the deep places of the
          world.

                                                      CUT TO:

INT. NEW CHAMBER, MORIA -- NIGHT

WIDE ON: the Fellowship crossing a precarious bridge above
deep mine workings.

                    GANDALF
          Quietly, now. It's a four day journey to
          the other side. Let us hope that our
          presence will go unnoticed.

INT. MORIA CEMETERY CAVERN -- NIGHT

They continue up a steep stair, passing through a dwarf
cemetery. The graves are despoiled...dwarf skeletons are
strewn about and Goblin Graffiti is scrawled on monuments in
dried Dwarf blood. The Atmosphere is very sinister.

                                                      CUT TO:

INT. MORIA TUNNEL FORK -- NIGHT

The path splits into three passages...each disappearing into
dark tunnels. Gandalf pauses, frowning.

                    GANDALF
          I have no memory of this place.

LATER... The Fellowship are nervously waiting...while Gandalf
sits, staring intently at the 3 tunnel mouths in front of
him. He appears to be in some kind of trance.

CLOSE ON: FRODO

He turns at the sound of a faint noise down the tunnel behind
them.

                    PIPPIN
          Are we lost?



                                                 (CONTINUED)

                                                             89.
CONTINUED:


                    MERRY
          No. I don't think we are. Shhhh,
          Gandalf's thinking.

                    PIPPIN
          Merry!

                    MERRY
          What?

                    PIPPIN
          I'm hungry.

Frodo's POV: a sudden glimpse of a creature darting in the
darkness. Frodo is nervous...he approaches Gandalf.

                    FRO DO
              (whispers)
          There's something down there.

                    GANDALF
              (quietly)
          It's Gollum.

                    FRODO
          Gollum!

                    GANDALF
          He's been following us for three days.

TEASING SHOT: and emaciated, leering creature.

                    FRODO
              (disbelieving)
          He escaped the dungeons of Barad- dur?

                    GANDALF
          Escaped...or was set loose. And now the
          Ring has drawn him here...he will never
          be rid of his need for it. He hates and
          loves the ring, as he hates and loves
          himself. Smeagol's life is a sad story.
          Gandalf catches Frodo's look of surprise.

                    GANDALF (CONT'D)
          Yes...Smeagol he was once called...Before
          the ring came to him, before it drove him
          mad.

Gollum's withered fingers are gripping the cave wall...he is
large, Luminous eyes blinking with malice.



                                                   (CONTINUED)

                                                     90.
CONTINUED: (2)


                    FRODO
             (grim)
         It's a pity Bilbo didn't kill him when he
         had the chance.

                   GANDALF
         Pity? It was pity that stayed Bilbo's
         hand. Many that live deserve death, and
         some that die deserve life. Can you give
         it to them, Frodo? Frodo frowns.

                   GANDALF (CONT'D)
         Do not be too eager to deal out death in
         judgment...even the very wise cannot see
         all ends. My heart tells me that Gollum
         has some part to play yet, for good or
         ill, before this is over. The pity of
         Bilbo may rule the fate of many.

                   FRODO
         I wish the ring had never come to me...I
         wish none of this had happened.

                   GANDALF
         So do all who live to see such times, but
         that is not for them to decide. All we
         have to decide is what to do with the
         time that is given to us. There is a note
         of finality in Gandalf's voice.

                   GANDALF (CONT'D)
         There are other forces at work in this
         world, Frodo, besides the will of evil.
         Bilbo was meant to find the ring. In
         which case, you also were meant to have
         it...and that is an encouraging thought,
             (sudden brightness)
         Ah! That it's that way! Gandalf points
         at the right hand tunnel...the Fellowship
         scramble to their feet.

                   MERRY
             (relieved)
         He's remembered!

                   GANDALF
         No, but the air doesn't smell so foul
         down there. If in doubt, Meriadoc,
         always follow your nose!
             (laughs)
         Ye s...

                                                               91.



INT. DWAROWDELF CHAMBER, MORIA -- DAY

The Fellowship pass under an arched doorway into a black and
empty space. Gandalf pauses...

                    GALADRIEL
          Let me risk a little more light. Gandalf
          taps his staff...for a brief moment a
          light

blazes... like a silent Flash of Lightning. Great shadows
spring up and flee...

                    GANDALF
          Behold! The great realm and Dwarf city
          of Dwarrowdelf! Frodo gasps at the brief
          sight of a vast roof, far above

their heads, upheld by many mighty pillars hewn of stone.
Before them stretches a huge empty hall, with black walls,
polished and smooth as glass.

                    SAM
          Well, there's an eye opener and no
          mistake!

Ahead of them, a wooden door has been smashed. Black arrows
are embedded in the timbers. Two goblin skeletons lie in the
doorway. Gimli rushes ahead...

                    GANDALF
          Gimli!!