Lothlórien - Shocked and grieving, the Fellowship is at a loss for what to do next. Aragorn takes control, leading the Company toward the woods of Lothlórien, a dwelling of Elves that Legolas and Aragorn anticipate visiting with joy, despite their sadness. They stop briefly so Aragorn can attend to Frodo's injuries, discovering Frodo's mithril coat in the process, which mostly protected him from the Orc-chieftain's spear thrust.

As they walk, Frodo again thinks he hears soft footsteps following, and when he turns, he sees the gleam of eyes.

They arrive at the woods of Lothlórien. Not everyone is excited. Boromir is suspicious, and Gimli, as a Dwarf, also has worries. But Legolas tells them some of the history of Lothlórien, and they seem willing to keep going. When night falls, they prepare to sleep in the tree branches, but are interrupted by a company of Elves led by Haldir whose job is to watch Lothlórien's borders. The Elves agree to lead the Fellowship into Lothlórien in the morning.

In the middle of the night, a shadowy figure climbs up the tree Frodo is in, but is scared away by Elves. The next day the Company, led by Haldir and his elves, enter Lothlórien.