Key Takeaways

  • The battle between Gandalf and the Balrog in The Fellowship of the Ring was a terrifying and powerful encounter.
  • The Balrog fell from grace and became a demon of flame and shadow, while Gandalf remained true to his purpose as a Maiar.
  • Actor Ian McKellen mistakenly changed a line from the original text, but his powerful delivery made it a beloved moment in the film.

When The Lord of the Rings: The Fellowship of the Ring was released in 2001, it was a worldwide success and cultural phenomenon. While J.R.R. Tolkien's fantasy novels had been beloved for decades, no one could have prepared for the movie's scale. Now, audiences can witness some of the first book's most epic and darkest battles, including the cave troll battle in the mines of Moria and the epic standoff between Gandalf the Grey and the Balrog. But even the film's most monumental moment, where Gandalf says his most iconic line, wasn't immune to the occasional blooper.

Gandalf's battle with the Balrog was more than just a physical altercation. Its sheer power and scale were enough to terrify the powerful wizard. Nevertheless, he knew the importance of the quest he and the Fellowship were on, and he fought until his last breath to keep Frodo and the others safe. This meant even creating a wall between them and the Balrog with his own might and magic.

Updated by Jordan Iacobucci on June 5, 2024: The Lord of the Rings franchise is back with more content, beginning with a spinoff film centered around Andy Serkis's Gollum. As audiences eagerly await the new films from executive producer Peter Jackson, the original trilogy remains the best look at J.R.R. Tolkien's Middle-earth in live-action. Over twenty years after their release, Jackson's films remain iconic, especially particular scenes that have become popular memes online. Among these is Gandalf's famous "you shall not pass" quote, which was very different in the original script.

The Balrog Was The Fellowship's Most Terrifying Foe

Title

Budget

Box Office

Tomatometer Rating

Metacritic Metascore

The Lord of the Rings: The Fellowship of the Ring

$93,000,000

$883,407,846

91%

92

The Lord of the Rings: The Two Towers

$94,000,000

$919,148,764

95%

87

The Lord of the Rings: The Return of the King

$94,000,000

$1,121,386,981

94%

94

The Hobbit: An Unexpected Journey

$200,000,000

$1,014,938,545

64%

58

The Hobbit: The Desolation of Smaug

$250,000,000

$959,358,436

75%

66

The Hobbit: The Battle of the Five Armies

$250,000,000

$940,323,039

59%

59

Related
The Lord of the Rings' Silmarils, Explained

The Lord of the Rings is a world filled with treasures from the One Ring to the Arkenstone. But the Silmarils are even more unique and valuable.

J.R.R. Tolkien describes the origins and history of the Balrog in his Appendices to The Lord of the Rings and works such as The Silmarillion. Gandalf and the Balrog started out as Maiar, powerful spirits akin to angels who helped create the world of Middle-earth. The Balrog and his kind fell from grace when they aligned with Morgoth — the evil spirit who preceded Sauron — and became demons of flame and shadow. They fought alongside Morgoth in the War of Wrath against Elves and Men, ending The First Age of Middle-earth. The Lord of the Rings: The Rings of Power Season 1, Episode 1, "The Shadow of the Past," shows a version of The War of Wrath in its opening scenes.

The Balrogs were largely defeated or destroyed, though one managed to escape and hid deep in the earth for centuries. It awoke when the dwarves of Khazad-dum dug too deep for the mystical ore mithril. It laid waste to their kingdom and forced the survivors to flee, attracting goblins and other evil creatures to the ruins. The Season 1 finale to The Rings of Power depicts the Balrog awakening, though its attack on the dwarves won't occur until subsequent seasons. The movie version of The Fellowship of the Ring also cites the Balrog's awakening, blaming the dwarves for digging "too greedily and too deep."

That puts the creature on par with Gandalf, another Maiar who remained true to his purpose. He and the other four wizards mentioned in Tolkien's works were sent back to Middle-earth in the guise of old men to advise and counsel the people on the rising threat of Morgoth's former lieutenant, Sauron. His power was theoretically as great as the Balrog's, but he was forbidden from using it save in the most dire circumstances lest he succumb to its temptations and become a dark spirit. Furthermore, he had never faced a being as powerful as the Balrog before and was uncertain about the outcome. Gandalf admits as much in Tolkien's text in The Fellowship of the Ring when speaking to Frodo in Rivendell:

"There are many powers in the world, for good or for evil. Some are greater than I am. Against some I have not yet been measured."

The extended cut of The Fellowship of the Ring movie has Gandalf paraphrasing the quote as they approach The Mines of Moria, connecting his concern more directly to the Balrog. Regardless, the creature's power is immense, such that no other member of the Fellowship could hope to stand against it. Gandalf would lose his friends in an extended confrontation, and the Ring would fall into the Balrog's hands, which would spell utter doom for Middle-earth.

When Gandalf fought the creature on the Bridge of Khazad-dum, his goal was to prevent it from proceeding, keeping the rest of the Fellowship safe and the Ring away from the monster. Tolkien's text emphasizes the urgency of that task, even at the cost of Gandalf's life. He repeats the phrase "you cannot pass" four times in his verbal exchange with the monster, including his final admonition before the bridge collapses beneath them both.

What 'You Shall Not Pass' Was Actually Meant To Be

Gandalf (Ian McKellan) and a Balrog battle in The Lord of the Rings
Related
The Lord of the Rings Films Failed to Show One of the War of the Ring's Deadliest Aspects

The battles shown in Peter Jackson's The Lord of the Rings film trilogy were not the only clashes that arose from Sauron's reign of terror.

The Lord of the Rings Books

Title

Release Date

The Hobbit

September 21, 1937

The Fellowship of the Ring

July 29, 1954

The Two Towers

November 11, 1954

The Return of the King

October 20, 1955

The Silmarillion

September 15, 1977

Ralph Bakshi's 1978 animated version of The Lord of the Rings has Gandalf state, "You cannot pass," in keeping with Tolkien's text, and it was also intended to be in the live-action version. Instead — in the movie trilogy's most famous lineGandalf slams his staff to the ground and shouts, "You shall not pass!" The quote stands out in retrospect because the remainder of the speech is extremely accurate to the source, including a litany of formal terms from the history of Middle-earth. It does, however, drop most of the repeated uses of "you cannot pass," leaving just one at the beginning of the speech. That's presumably to build to the big finale when actor Ian McKellen delivers the line with a thunderous defiance that resonated deeply with the audience.

Because the line has become iconic, many fans of the films likely had no idea it's actually a blooper. During an interview with Graham Norton, McKellen explained that he bungled the line — changing it slightly from Tolkien's text — then jokingly added, "I'm rather stuck with it now," implying the line hasn't escaped the actor, even two decades after the 2001 release of The Fellowship of the Ring.

Even more interesting is how the blooper slipped under the radar with fans. In an era where authenticity is paramount, it seems McKellen's delivery was so commanding that devotees still enjoy the mistake. Indeed, it's difficult to envision the scene now without the line as he rendered it, which is probably why director Peter Jackson left it in instead of using another take with a more accurate reading.

"Cannot" Versus "Shall Not:" A Close Reading

Gandalf (Ian McKellan) fights the Balrog in The Lord of the Rings The Fellowship of the Ring
Related
Who Was Durin the Deathless in The Lord of the Rings, Explained

Durin the Deathless, an ancient ancestor of Gimli from The Lord of the Rings and Thorin from The Hobbit, was the most legendary Dwarven king.

Upcoming Lord of the Rings Projects

Title

Release Date

The Lord of the Rings: The Rings of Power Season 2

August 29, 2024

The Lord of the Rings: The War of the Rohirrim

December 13, 2024

The Lord of the Rings: The Hunt for Gollum

2026

From a lore perspective, the line resonates even more because Gandalf faces his fears and protects his friends. The Lord of the Rings perfectly conveys Gandalf's concerns over facing such a powerful foe. However, it also shows how he musters the courage to fight until his last breath to ensure Frodo makes it to Mordor to destroy the One Ring. The subtlety is telling as he goes from "cannot" (implying that the Balrog is incapable of proceeding) to "shall not" (implying that the Balrog has the power to proceed but that Gandalf will prevent it from doing so).

The stakes become much more personal, conveying the reality that Gandalf's power might not be enough to stop this foe. Tolkien's text implies something similar, as Gandalf's repeated statements of "you cannot pass" sound increasingly desperate with each utterance. McKellen conveys that essence with such power that the mild variation works just as well as Tolkien's, maybe even better, considering the elevated spectacle required for the film.

Mistakes happen in movies all the time. Much like improvisation, it often makes it into the final cut when something works. A great example is McKellen's delivery of "You shall not pass!" Rather than look at it as an unforgivable mistake, it's more of a happy accident, enhancing the drama and tension of the moment while conveying the extent of the powers arrayed against the Fellowship. It's essentially Gandalf's last stand: robbing the Fellowship of its most powerful member and forcing them to continue the quest with even less hope than they began. In this case, the change turned into a bit of serendipity, which not only made it into the film's final cut but became one of its most powerful moments in the bargain.

Some Of The Lord Of The Rings' Best Moments Were Improvised

Related
Lord of the Rings' Most Powerful Character Is Not the One You Remember

More powerful than Gandalf and more ancient than Galadriel, Tom Bombadil is actually Lord of the Rings' most powerful being.

The Lord of the Rings: The Fellowship of the Ring Cast & Character Guide

Character

Actor

Frodo Baggins

Elijah Wood

Samwise Gamgee

Sean Astin

Peregrine Took

Billy Boyd

Meriodoc Brandybuck

Dominic Monaghan

Gandalf the Grey

Ian McKellan

Aragorn

Viggo Mortensen

Legolas Greenleaf

Orlando Bloom

Gimli

John Rhys-Davies

Boromir

Sean Bean

Elrond

Hugo Weaving

Arwen

Liv Tyler

Saruman the White

Christopher Lee

Bilbo Baggins

Ian Holm

Lady Galadriel

Cate Blanchett

Gollum

Andy Serkis

Like Gandalf's line during his confrontation with the Balrog, some of the most iconic scenes in The Lord of the Rings weren't in the original script. For example, Gandalf hitting his head on the ceiling in Bag End was famously a real-life occurrence wherein actor Ian McKellan banged his head on the low roof of the movie set. This added a bit of levity to the moment while effortlessly emphasizing the character's incredible stature compared to the Hobbits. Similarly, actor Brad Dourif improvised a tear running down Grima Wormtongue's face as he overlooks Saruman's massive Uruk-hai army, adding an extra dimension to the character who could have easily been just another soulless villain.

Most famously, however, Aragorn actor Viggo Mortensen injured his toe after kicking a fallen helmet in The Two Towers. Aragorn's cries of agony appear to be for his missing Hobbit friends but are really a pained yell from the actor himself. This scene is wonderfully genuine in the final cut, showing Aragorn's pain in an ironically real way. This moment has also become infamous in the Lord of the Rings fandom as the one piece of trivia that every fan should know--and the first factoid they'll share with a new viewer.

The Lord of the Rings trilogy had a terrific script based on the iconic work of J.R.R. Tolkien himself, but sometimes improvisation elevates even a terrific story to new heights. Some of the best moments in the trilogy, including Gandalf's iconic "you shall not pass" quote, came from the actors who truly understood their characters and could improvise accordingly.