CUT TO:

EXT. RIVENDELL VALLEY -- MORNING

                                                      ANGLE ON:

The Fellowship climb the long steep path out of the cloven
vale of Rivendell.

                                                        CUT TO:

EXT. ROUGH COUNTRY, SOUTH OF RIVENDELL -- DAY

                                                      ANGLE ON:

The fellowship trekking through a land of Deep Valleys and
turbulent waters...the misty mountains rise sharply to their
left.

                    GANDALF (V.O.)
          We must hold to his course west of the
          misty Mountains for forty days. If our
          luck holds, the Gap of Rohan will still
          be open to us. From there, our road
          turns east, to Mordor.

                                                        CUT TO:

EXT. EREGION HILLS--DAWN

CLOSE ON: Sam at the campfire. The sound of clashing swords!
Wider: Aragorn and Boromir are giving Pippin Sword tuition...




                                                    (CONTINUED)

                                                            80.
CONTINUED:


                    BOROMIR
          Get away from the blade, Pippin...on your
          toes...good, very good...I want you to
          react, not think.

                    SAM
          Should not be too hard...

                    BOROMIR
          Move your feet.

                    MERRY
          Quite good, Pippin.

                    PIPPIN
          Thanks.

CLOSE ON: GIMLI has managed to corner Gandalf....

                    GIMLI
          If anyone were to ask for my opinion,
          which I note they have not, I would say
          we are taking the long way round.
          Gandalf, we can pass through the Mines of
          Moria. My cousin, Balin, would give us a
          royal welcome. Gandalf clearly thinks
          that is a bad idea.

                    GANDALF
          No, Gimli. I would not take the road
          through Moria unless I had no other
          choice.

Boromir thrusts, catching Pippin on the hand. Pippin throws
down his sword, kicks and lunges at Boromir, tackling him to
the ground. Much laughter. Legolas' eyes are fixed on a
distant Dark Patch which darts about the sky, like flying
smoke in the wind.

                    SAM
          What is that?

                    GIMLI
          Nothing...it's just a wisp of a cloud.

                    BOROMIR
              (worried)
          It's moving fast...against the wind.

                    LEGOLAS
          Crebain from Dunland!



                                                    (CONTINUED)

                                                              81.
CONTINUED: (2)


                    ARAGORN
              (urgently)
          Hide!

                    BOROMIR
          Merry..Pippin...Sam...take cover! WIDE
          ON: THE FELLOWSHIP scramble under what
          little cover

there is...as a regiment of Large crows fly low overhead at
Great speed, wheeling and circling above. As their dark
shadow passes over the fellowship, a single harsh croak is
heard...and the crows suddenly wheel away, back towards the
south. Gandalf staggers to his feet.

                    GANDALF
              (worried)
          Spies of Saruman. The passage South is
          being watched.

Gandalf looks at Aragorn, turns to the others...gesturing
towards a high mountain pass.

                    GANDALF (CONT'D)
          We must take the pass of Caradhras!