One of the most memorable lines from the Lord of the Rings movies is when Gandalf stands before the Balrog and says "you cannot pass". It's commonly quoted as "you shall not pass" because he says that afterwards.

A satirical road sign that says YOU SHALL NOT PASS with a picture of Gandalf.

He doesn't actually say that in the book.

In The Fellowship of the Ring, Gandalf blocks the Balrog saying:

You cannot pass....I am a servant of the Secret Fire, wielder of the flame of Anor. You cannot pass. The dark fire will not avail you, flame of Udûn. Go back to the Shadow! You cannot pass.

What is the reason for the shift?

  • 37
    I think the answer to this probably could be demonstrated by having someone with a good Gandalf voice say equally forcefully, "You cannot pass" and "You shall not pass" - the first seems really weak and lame compared to the latter. I imagine this was a theatrical improvement to make the language sound cooler.
    – enderland
    May 7, 2013 at 22:24
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    Likewise, Beam me up, Scotty has never appeared in any Star Trek series or movie.
    – Izkata
    May 7, 2013 at 23:11
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    Maybe it is a paraphrase on "None Shall Pass" said by the Black Knight in Monty Python's Holy Grail
    – Zottek
    May 23, 2013 at 11:39
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    @enderland it's the difference between telling a child 'you cannot fly. flapping your arms up and down will not avail you' and 'you shall not sit on the floor and sulk'. In the book Gandalf is asserting that the Balrog has no power to pass if the light Gandalf serves prevent him. In movies, it's all about conflict and risk between characters. Jul 4, 2014 at 23:27
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    @PeteKirkham: you're bringing up an excellent point there. I think that's precisely the difference between ‘you cannot pass’ (not a command; Gandalf himself isn't really in the position to give another Maia commands) and Aragorn's order to Beregond ‘you shall be [the White Company's] captain’. Oct 24, 2014 at 0:42

4 Answers 4


It was most likely a conflation with “they shall not pass”, which the Wikipedia article notes:

was most famously used during the Battle of Verdun in World War I by French General Robert Nivelle. It appears on propaganda posters, such as that by Maurice Neumont after the Second Battle of the Marne, which was later adopted on uniform badges by units manning the Maginot Line. Later during the war, it also was used by Romanian soldiers during the Battle of Mărășești.

This opens the possibility that Tolkien himself was quite well aware of that form of the phrase and may have even been inspired by it.

It was also used during the Spanish Civil War and has since been used by various anti-fascist groups worldwide, as well as by the Sandinistas (according to the same Wikipedia article).

The timeline of it's usage, especially by the Sandinistas, makes it most likely that the conflation comes from the 60s counter-cultural movements, when their usage of it would have been well known and when popularity of LotR was really starting to take off (particularly in the US). Of course, someone who was around at the time would be needed to confirm that.

  • Indeed “they shall not pass” was an anti-fascist slogan at the London battle of Cable Street, which Tolkien would have been familiar with.
    – Graham Lee
    Jul 6, 2021 at 16:11
  • I think this does not answer the question. The question is "why did the movie change Galdalf's lines?", because Galdalf never says "you shall not pass" in the books --- the OP explicitly says so. Therefore, whether Tolkien was familiar or not with those anti-fascist slogans is irrelevant. They would only matter if Peter Jackson and his team were influenced by them in 2000... which I personally see rather unlikely.
    – sergut
    Oct 28, 2023 at 19:25

J.R.R. Tolkien was a noted prescriptivist, regarding Shakespearean neologisms as a bastardization of English and attempting to prescribe specific rules for the usage of his own invented languages.

The guide to prescriptivist English, The Elements of Style says:

Shall, Will. In formal writing, the future tense requires shall for the first person, will for the second and third. The formula to express the speaker's belief regarding a future action or state is I shall; I will expresses determination or consent. A swimmer in distress cries, "I shall drown; no one will save me!" A suicide puts it the other way: "I will drown; no one shall save me!"

Thus, saying "you shall not pass" would be saying "you do not want to pass" which is false.* That Balrog really wanted to pass.

*...unless we take the alternate explanation that Gandalf was using some sort of Jedi mind trick.

The modern film-makers were less prescriptivistic than Tolkien so they had no objection to using shall in the more modern manner of it being an archaic-sounding command, similar to the modern must. Thus, we get the popular saying "you shall not pass!" even though it didn't exist in the original text.

  • 18
    "Thus, saying "you shall not pass" would be saying "you do not want to pass"" - what!? That is not what that definition is saying at all. According to your quoted passage, the phrase should technically be "You will not pass." It has absolutely nothing to do with the desire of the people he's speaking to... May 8, 2013 at 0:08
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    Hang on a minute: Tolkien used try and, and changed it back when his editor tried to correct it to try to. I challenge your assertion that he was always a prescriptivist. He had an excellent ear for natural language.
    – TRiG
    May 8, 2013 at 1:00
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    I think you're misreading Strunk & White, but in any case they're too American to be a very good guide to Tolkien's language. The OED -- which he actually worked on -- notes that "shall" "[i]n the second and third persons, express[es] the speaker's determination to bring about (or, with negative, to prevent) some action, event, or state of things in the future", which is exactly the meaning of Gandalf's phrase. Certainly Tolkien didn't write it that way, but I have a hard time believing that he couldn't have, at least not for the reasons you're suggesting.
    – Micah
    May 8, 2013 at 1:04
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    In fact, Tolkien uses "you shall" as a command. Do a Google Books search for "you shall" in LotR and you come up with things like, "But the King said: 'So it must be, for you are appointed to the White Company, the Guard of Faramir, Prince of Ithilien, and you shall be its captain and dwell in Emyn Arnen in honour and peace...'" Not to mention that he really likes the construction "you shall [do X], if you will/desire", which would be tautologous nonsense under your interpretation.
    – Micah
    May 8, 2013 at 1:47
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    I always thought S&W was Stylistic Plutonium: highly poisonous even in small doses. Many of its assertions are Not Even Wrong, and they fail to follow their own advice within the book itself. (see for instance: languagelog.ldc.upenn.edu/nll/?p=1369 ). TLDNR; Don't pin the blame for S&W on Americans
    – horatio
    May 8, 2013 at 15:17

My personal opinion, Ian McKellen has such a great theatrical voice that the line was re-written for him. He was able to set a mood and tone with that particular line that makes a huge impact on the scene. He delivers the line so well. It's amazing how a well trained Shakespearean actor can make a scene such as that one.

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    Yeah, if it was Nicholas Cage playing Gandalf they had probably changed the line to "Go away!"
    – Junuxx
    May 27, 2013 at 15:56
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    As well researched and well reasoned as the other answers are, this seems to be the most likely actual case. I highly doubt Jackson was niggling that much...though I appreciate his use of the largely on tact quote from the book.
    – Matt
    Jul 5, 2014 at 14:25
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    Well, you are the closest to the right answer. Ian McKellen actually changed it himself by mistake or by preference : youtu.be/ZWY7Fndhhqw?t=1920 ("I got it wrong")
    – Tristan
    Dec 29, 2019 at 23:42
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    McKellen himself says it was a flubbed line. youtube.com/watch?v=Cjn6uwHryes
    – JohnHunt
    Aug 24, 2022 at 20:40
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    +1 Tristan's comment (Dec 29, 2019 at 23:42) should be an answer in itself, and the accepted one. Ian McKellen got the line wrong but it looked so good on camera that Peter Jackson decided to keep it as-is ("and now I am stuck with it", says McKellen).
    – sergut
    Oct 28, 2023 at 19:59

I shall return. Douglas MacArthur

I'll be back. The Terminator

Which sounds more determined? "I shall return." It meant no obstacle was going to stop General MacArthur's return to the Philippines.

"You shall not pass" probably sounded determined more than "You cannot pass."

  • 1
    This is an unlikely answer. If something sounded better or more determined, it would have been Tolkien's choice, who was notoriously fussy about language. (As an aside, this is just unsupported speculation, not a proper answer!).
    – Andres F.
    Dec 26, 2023 at 13:03

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