- So they travel to the great elven city of Caras Galadhon, where they meet the lady of the woods, elven queen Galadriel and her husband Celeborn.
- Celeborn asks of Gandalf's death and Galadriel tells him he has fallen into shadow.
- The fellowship is sad so Galadriel tries to cheer them up because there is hope… and also because the world is filled with grief.
- They rest in the woods and Sam tries to write his own lament for Gandalf as the elves sing.
- Boromir reminisces about the beauty of his home, Gondor. He is troubled by the failing rule of his father.