Summary

• The battle between Gandalf and the Balrog in The Fellowship of the Ring was a terrifying and powerful encounter, with Gandalf using his own might and magic to protect the Fellowship from the Balrog's immense power.
• The Balrog and Gandalf were both Maiar, powerful spirits in Middle-earth. The Balrog fell from grace and became a demon of flame and shadow, while Gandalf remained true to his purpose. Their confrontation was a pivotal moment in the story.
• The iconic line, "You shall not pass!" spoken by Gandalf during the battle with the Balrog, was actually a blooper. Actor Ian McKellen mistakenly changed the 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 even meant creating a wall between them and the Balrog with his own might and magic.

Updated on January 25, 2024 by Robert Vaux: Gandalf's line in The Fellowship of the Ring is perhaps the signature moment of the movie trilogy, and almost a catchphrase for veteran actor Ian McKellen. The article has been updated with further information on the Balrog's powers and history, as well as examining the subtle differences between the line in the original novel and the line uttered in the film. It has also been updated to conform with CBR's current stylistic guidelines.

The Balrog Was The Fellowship's Most Terrifying Foe

J.R.R. Tolkien describes the origins and history of the Balrog in his Appendices to The Lord of the Rings and in works such as The Silmarillion. Both 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, which brought an end to 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 take place 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 there 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 as to 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. Not only would Gandalf lose his friends in an extended confrontation, but 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, therefore 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 own 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

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 intended to be in the live-action version as well. Instead — in the movie trilogy's most famous line — Gandalf 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. What's 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

From a lore perspective, the line resonates even more because Gandalf is facing his fears as well as protecting 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, as well as conveying the reality that Gandalf's power might not be enough to stop this particular foe. Tolkien's text implies something similar, as Gandalf's repeated statements of "you cannot pass" sound increasingly desperate with each utterance. McKellen conveys the essence of that 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, when something works, it often makes it into the final cut. A great example of this 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.

The Lord of the Rings trilogy is currently streaming on Max. The Lord of the Rings: The Rings of Power is currently streaming on Amazon Prime.