CUT TO:

EXT. MORIA GATE -- NIGHT

The Fellowship are walking along the far shore of dark
lake...directly below great looming cliffs.

                    GIMLI
              (in awe)
          The walls of Moria!

Footing is treacherous on the narrow strip of green and
greasy stones. Gandalf touches the smooth rock wall between
the trees... slowly, faint lines appear like slender veins of
luminous silver running through the stone.

                     GANDALF
          Itidin...it mirrors only starlight and
          moonlight.

A large moon rises over the mountains... The lines grow
Broader and Clearer, forming a glowing arch of interlacing
ancient letters and symbols.



                                                   (CONTINUED)

                                                            85.
CONTINUED:


                    GANDALF (CONT'D)
          It reads, "The door of Durin, Lord of
          Moria. Speak, friend, and enter."

                    MERRY
          What do you suppose that means?

                    GANDALF
              (confident)
          It's quite simple. If you are a friend,
          speak the password and the doors will
          open.

Gandalf raises his arms...

                    GANDALF (CONT'D)
              (incanting)
          Annon edhellen, edro hi ammen!

The cliff towers into the night, the wind blows cold, Frodo
shivers... and the door stands fast!

                                                         LATER:

GANDALF CONTINUES...

Mumbling spells in his efforts to open the door. Sam packs
pots and pans at his feet...watching sadly as Aragorn un-
saddles Bill the pony. CLOSE ON: ARAGORN whispering to Bill
the Pony.

                    ARAGORN
              (whispering)
          Mines are no place for a Pony, even one
          so brave as Bill.

                       SAM
          Bye, Bill.

                    ARAGORN
          Go on, Bill, go on..don't worry, Sam...he
          knows his way home. Aragorn slaps Bill on
          the rump...Bill goes trotting off. CLOSE
          ON: Sam watching Bill disappear into the
          darkness.

                    SAM
          Goodbye, Bill.

SPLASH! Merry and Pippin are tossing stones into the lake.
Black Rippling rings slowly fan out. Pippin is about to
throw another stone, but Aragorn grabs his arm.


                                                    (CONTINUED)

                                                             86.
CONTINUED:


                    ARAGORN
              (ominous)
          Do not disturb the water.

Aragorn watches anxiously as the Ripples appear to grow....he
exchanges a look with Boromir.

Aragorn's hand creeps towards his sword. Gandalf gives up in
despair...he sits down beside Frodo. Close on: Frodo peers at
the Elvish inscription...his face breaks into a smile of
comprehension.

                    FRODO
              (quietly)
          It's a riddle...

Gandalf raises his eyebrows...

                    FRODO (CONT'D)
              (explaining)
          Speak, friend, and enter. What's the
          Elvish for friend?

                    GANDALF
          Oh...mellon.

With that, the rock face silently divides in the middle and
two great Doors swing outwards... revealing a blackness
deeper than the night. As the Fellowship enter the Blackness,
something in the water stirs....

INT. MORIA GATE -- NIGHT

The Fellowship step warily into the darkness of Moria...a
Dank cavern, with winding steps leading deeper into the
mountain.

                    GIMLI
          So, master elf, you will enjoy the fabled
          hospitality of the dwarves; roaring
          fires, malt beer, red meat off the bone.
          This, my friend, is the home of my
          cousin, Balin...and they call this a
          Mine...
              (snorting)
          A mine!

A Glow from Gandalf's Staff suddenly lights the chamber...
The Fellowship recoil in Horror! Many dwarf Skeletons are
strewn about, clearly the dead of some old battle...the
rusting armor and shields are peppered with arrows and axes.



                                                    (CONTINUED)

                                                           87.
CONTINUED:


                    BOROMIR
              (grimly)
          This is no mine...it's a tomb!

                    GIMLI
              (in horror)
          Oh...no...no..no... ! Legolas pulls a
          crude arrow out of a skeleton.

                     LEGOLAS
          Goblins!

The Fellowship draw swords and back away, towards the
Entrance.

                    BOROMIR
          We make for the Gap of Rohan. We should
          never have come here.

EXT. MORIA GATE -- NIGHT

Frodo is suddenly PULLED TO THE GROUND. A long sinuous
Tentacle is wrapped around Frodo's ankle and is dragging him
towards the lake. FRODO CRIES OUT as Aragorn and Boromir rush
forward! Aragorn severs the Tentacle holding Frodo, and pulls
him to safety...Boromir hacks at the other Writhing Limbs. 20
more tentacles ripple out of the Lake! The dark water Boils
as the hideous beast lashes out at the FELLOWSHIP! Again the
creature grabs Frodo and pulls him to the lake, Frodo is
flung in the air as the Fellowship battle the creature.
Aragorn hacks at a tentacle...Frodo is released, falling into
Boromir's arms.

                    GANDALF
          Into the mines!

                     BOROMIR
          Legolas!

Legolas shoots an Arrow into the creature's head, gaining a
few vital seconds for Aragorn and Boromir as they race out of
the water with Frodo. The FELLOWSHIP hurriedly back away from
the Creature... retreating into the Moria Chamber as many
Coiling arms seize the large doors.

INT. MORIA GATE -- NIGHT

With a shattering echo, the creature rips the doors away,
creating a rock slide that crashes down the Cliff Face.
Within seconds, tons of rock seal the doorway... throwing the
Fellowship into Pitch Blackness.