‘Lord Of The Rings: Rings Of Power’ Season 2 Finale Q&A: Shocking Deaths, Betrayals & Sauron’s Rise To Rule Middle-earth

SPOILER ALERT: Best if you first watch Season 2’s final installment of The Lord of the Rings: The Rings of Power before reading this interview, in which showrunners Patrick McKay and JD Payne get granular on the whole second season of the show that climaxes with the season finale “Shadow and Flame.”

You’ll read below about the death of several main characters as Sauron destroys Eregion and its Elf leader Celebrimbor in his quest to forge the rings of power he believes will cement his rule over Middle-earth. Perhaps less surprising is the journey of The Stranger, culminating in his realization that he is Grand Elf — Gandalf for short — the iconic wizard character from JRR Tolkien’s works.

McKay & Payne have set the stage for Season 3 and are deep in the writing even though Amazon hasn’t yet delivered a green light that seems an inevitable announcement just up the road. Amazon MGM Studios head Jennifer Salke gave a Prime Video UK Upfront presentation this week and said more than 150 million viewers watched the first season, and 55 million viewers tuning in to Season 2, a number that will likely grow as the season concludes.

DEADLINE: A lot happened this season, and you’ve ended by leaving Middle-earth a mess. We met the Balrog, the fiery creature triggered by the dwarf King Durin III, who dug too far into the mines of Khazad-Dum because of the influence of the ring corrupted by Sauron. Durin finally snapped to his senses in time to give his life to battle the beast and leave it trapped in the depths of the mine. What was the most challenging thing about bringing this fiery creature to life?

PATRICK McKAY: This was actually one of the most technically challenging sequences we’ve ever done in the show. That set, because it’s a cave, is exceedingly difficult to shoot in. A cave is dark, right? But the mine they’re in has this mithril, the Tolkien ore, which sort of shimmers. So the lighting is complex. Our cinematographer, Alex Disenhoff, designed this entire rig so that the light would glow like moonlight blue on them and then shift to orange.

JD PAYNE: It’s quite a beautiful look. You see it on the face of Peter Mullan, who plays the king, as the blue shifts to orange and hopefully the audience is going, oh no, it’s coming. The image of the king leaping into the void, and sacrificing himself to buy the kingdom more time and put the genie back in the bottle, that was an image that came in the very first writers room five years ago in Santa Monica. And that tableau of the dwarf making a leap with his ax for the valor, and that being the last thing Durin IV ever sees of his father. We’ve spent five years crafting story to build and hopefully we earned that moment. It was originally going to be the ending of Season 1, but we felt there was so much story here, and we love Peter Mullan so much and there’s so much to be had between him and his son at loggerheads. We decided to let breathe over an entire season.

DEADLINE: And you gave Durin a redemptive death scene…

PAYNE: Characters who do evil things in Tolkien, sometimes they’re good people doing wrong things and it’s rare that whether you’re a dwarf, a hobbit or an elf, you’re all good or all bad. And even though King Durin made some real mistakes, there clearly was still good in him.

DEADLINE: Another important and surprising death of a major character is Adar, the leader of the Orcs. He puts on Galadriel’s ring, thinking it will give him the power to vanquish Sauron, but this was a pure and untainted ring of power, and his dark corpse-y look is gone and his skin is smooth and he is turned back into an elf. Was that his undoing?

McKAY: What’s really fun this season is the people who are carrying these rings don’t yet know everything they’re going to do. They’re discovering it along the way. At the beginning of the season, Elrond felt that the rings given the elves are tainted. But Galadriel says no, they’re okay, and they grappled the whole season over that. But the more Elrond sees, he realizes this ring seems to help and heal, and warn us of danger.

We liked the idea that Adar wants to use the ring as a weapon. He thinks it’s going to give him power to defeat Sauron, but instead what it does is heal him and puts him in this place of really thinking about who he wants to be and what he wants to do.

PAYNE: And then it’s ironic, he’s brought back to his beautiful Elvish form, his immortal face, and ultimately it alienates him from his children. His children look at him and it’s like, you’re not our father anymore. You’re an elf. And so it actually makes him realize, no, this isn’t who I am anymore. I’ve become the father of the Orcs. That’s who I’ve lived as that’s that’s what I would go forward as. So he gives the ring up back to Galadriel in hopes of forming a partnership. We love these defining moments. The Orcs are going to end up being slaves of Sauron and there’s going to be war between Orcs and Elves for generations to come. We love these off-ramp moments. What was the moment when the Titanic could have turned and maybe not hit the iceberg, or when Romeo or Juliet might not have drunk that poison and could have been together? These are such tantalizing, tragic moments for audiences. And so really showing at giving this moment where the Elves and Orcs could have been friends and for half a second the ring could have brought that.

McKAY: Maybe not friends, but they might’ve gone their separate ways at peace with each other. These characters are discovering what the rings can and can’t do, and there’s something cool about this ring stopping Adar from turning into this creature, but it cannot change what is inside him, that’s still there. The ring goes away and it comes back. Whatever evil magic turned him into this, the ring is not more powerful. That felt somehow thematically appropriate in terms of what the deep metaphysics of the magic in this world are.

DEADLINE: With his sleight of hand, Sauron seemed to be two steps ahead of everybody. He terribly manipulated the Elf Lord Celebrimbor to get him to create the corrupted rings for the dwarves and the nine for men, even creating an illusion of tranquility in Eregion, which was being decimated by an attack by Orcs, all so Celebrimbor would not be distracted so he could finish the rings. But a surprise came when Celebrimbor got the upper hand just before his death. Sauron planned to torture Celebrimbor until he divulged where the nine rings were hidden. But Celebrimbor insulted Sauron and provoked him to finish off the Elf. And then we see Sauron shed tears. Explain that moment. We see Sauron recover quickly, and get those Orcs on his side, the ones who kill Adar. You told me at the start of the season you took inspiration from Paradise Lost in creating Sauron. What were those tears about?

McKAY: You make a thing, and there comes a certain point when you feel like you’re part of the audience. Patrick and I have different interpretations of what’s going on for Sauron there, so he can give you his own experience. We’re so enormously proud of what Charlie Vickers did this season as Sauron — it is a richly emotional piece of work for an actor. That scene is one of the places we are just in awe of what he can do. Never in our wildest imaginations did we dream we could have a Sauron as layered as Charlie has made Sauron. But in that moment, I think he moves through four or five different emotions that all play out silently on his face. It’s the greatest visual effect the show has, and we’re just in awe. In terms of what’s going on in that scene, he’s definitely been defeated for a moment and for a person like Sauron defeat would be deeply shameful and embarrassing. He would be in his private moment, truly vulnerable in a way he would never want anyone to see. And I think there’s something perversely touching about sharing that moment with someone who’s done something so evil. But then anytime Middle-earth closes a door, it opens a window, and in comes the Orc we’ve been tracking all season.

PAYNE: I really connect with him this moment of vulnerability for Sauron. We’ve been watching him try to connect over the course of the show. We get that he had this former boss, Morgoth, who had this vision of creating order in Middle-earth, and it didn’t work out. They lost the war. He tried it again with Galadriel, inviting her in. He basically proposed to her, come be with me, be my queen, and let’s rule her Middle-earth together. You’re a light to my ambition, peanut butter to my jelly, let’s go. And she said no, she rejected him. So now, he says to Celebrimbor, I don’t have the craftsmanship to make these rings I need to realize my vision, but you do. Come on, let’s do it together. And again, he has this partnership, but it fails. There’s something broken in Sauron, that his partnerships don’t work out. This is yet another rejection and failure to truly connect with another powerful being that could bring to pass a vision with him. I think there’s a genuine mourning, a sense of failure and of loss as he’s seeing Celebrimbor, who could have been his friend. But he couldn’t help but corrupt and manipulate and destroy him, and then he responds to watching him die.

DEADLINE: It’s a little hard to tell these Orcs apart, but wasn’t Adar’s killer his right-hand man, who seemed to have empathy, and a child?

McKAY: Or appeared to. It was very, very gently laid in, or at least in our minds. But if you watch the season again, we’re so trained to see Orcs as a pack of storm troopers. If you watch the season again, Robert Strange, who plays that character, Glug is his name. He’s covered in prosthetics. It’s a really subtly woven performance that runs through the whole season. And it’s easy to overlook because you just think it’s an Orc. But there’s a lot going on there, I dare say, that will unfold over repeat viewings if someone’s willing to give us more of their hours.

DEADLINE: Glug showed the empathy throughout the season, he was the one constantly asking Adar, why can’t we just live in peace. You guys wrote it; how was he so easily corrupted Sauron? He must be the greatest silver-tongued seducer this side of Bill Clinton…

PAYNE: We wouldn’t comment on that particular reference, but I think Sauron is subject to a lot of limitations, actually. He’s very powerful, a very canny improviser, and he sees cracks that he can go through. So Glug’s journey with Adar, in some ways he became disenchanted with his own leader. You cared for us. Why are you doing this to us? Which meant that when Sauron came in, there was a vulnerability he could exploit. He didn’t create that vulnerability, Adar did, but it was Sauron who baited Adar to go to war again. So he’s not designing every one of these outcomes and mastering the entire story, but Sauron is very good at seeing people and taking advantage of opportunities. And this is a case where it seems this or and some group of Orcs at this point in the story, all they needed was a little push. And Sauron is just fortunate enough to be in the position to provide it.

DEADLINE: What follows is Sauron’s near-death battle with Galadriel, who spurned his proposal to rule Middle-earth. When he seems to be repeating that courtship, does he mean it or is he doing anything he can to manipulate his way to gain an upper hand?

McKAY: We talked a lot about what was going on emotionally in that sword fight. We were not particularly interested in the acrobatic sword fight. Sometimes, and you think of Alec Guinness, it can be a great sword fight if it’s emotional. It’s about the characters. And so we were really coming at it from there. And if you watch that, the story being told at first, he’s kind of batting her around and then she starts proving her mettle. Once Sauron starts losing, now he’s going to get under her skin. He’s got to take away the advantage that perhaps her ring has helped her find. And now he’s got to defeat her psychologically. And that’s when he starts, come on, you and me. And I actually find as a viewer again, I find her defiance quite heroic given that everyone, all season, has said, you’re weak and he got to you. In the end, she is willing to sacrifice herself literally to get him out of her head. There is just a lot going on between the two of them there. I don’t know if any of his offers or entreaties to her are earnest. I think he just needs those rings, right?

DEADLINE: Watching that, I recalled in The Fellowship of the Ring where Frodo offers to give her his ring, and she fights the temptation and now you see she had a past experience with a ring of power. It seems a little bit of connective tissue.

PAYNE: That chapter incident was one of the inspirations for the entire show. The idea that she must really know herself pretty well and her temptation to evil pretty well. The ring is temptation personified and that temptation that the ring exerts over you so exists through his force of personality and charisma. So we’re watching her struggle with things she’ll struggle with later.

DEADLINE: When Sauron got between Celebrimbor when he tried to drop mithril in the melted gold to give the rings their power…

PAYNE: It’s a progression. First time, he touches the mithril and puts some dark incantation into it. But with the rings for men, he tells Celebrimbor, I got you the mithril ore you needed. It’s actually his blood. You’ve seen him slice his palm.

McKAY: With each round of rings, he’s having a greater and more sinister influence upon this story we’re trying to tell…

DEADLINE: When do we get to his ring, the one that in the movies is taken by Isildur, and later Gollum, and then Bilbo and Frodo Baggins? Is that a season or two up the road?

PAYNE: Can’t comment on that. All we can say is we’re deep in the works on Season 3 and it’s going to be cool.

McKAY: The last time you see Sauron in episode 8, he’s now inherited the heirloom hammer. And in her voiceover, Megan Richards’ character Poppy Proudfellow is talking about, after a defeat and a great loss, all you can do is pick yourself up and build something new. And that seems to imply maybe the next step in Sauron’s journey. But that’s all we can say.

DEADLINE: Onto the men that will be given those nine rings, perhaps next season. They are in a state of power struggles and chaos. Give us a sense where all that is going? It is certainly reflective of power in governments around the world where just because you have been proved right doesn’t mean that you’re necessarily get the upper hand. I mean, it’s very interesting. We see Queen Miriel get spit out of the water by the sea monster the Sea Worm, and she is washed up on the shore in front of everyone. And yet the presumptive ruler, Ar-Pharazon, calls it trickery from Sauron, and rounds up the believers and dissidents. Where is all this going?

McKAY: Numenor is a big, big epic story that we wanted to tell over the course of the show, since the minute we got there. The heat has been turned up on the pot of water and all of the characters are like frogs and things are starting to boil. There is really thrilling stuff to come in Numenor, and we’re really excited for where that’s going to go next. Every season of this show, different worlds are going to become more prominent in the world of men over in Numan or this season you’re watching it take a turn, but once the turn is complete, things are going to get really dangerous.

PAYNE: You’re watching this kingdom devolve into tribalism and just being more and more and more polarized and seeing a family at the center of that where the father, Elendil, is obviously aligned with the faithful, and his daughter is aligned with the so-called king, and we watch them try to maintain their familial bond. It’s something you see regularly. How many kids are there around that won’t talk to their parents because, wait, you’re voting for that person? Politics lead to estrangement in our world often and the ability to dramatize that writ large in a kingdom that is literally coming apart at the seams, it felt like a cool opportunity to us.

Isildur, the son of Elendil, is going through his own journey in Middle-earth. This is the kid that in Season 1 was sort of Luke Skywalker looking at the horizon, yearning to be anywhere but home. Now he’s out in the big mean world and in places that make him realize that home ain’t so bad. Numenor is an amazing kingdom that eclipses anything else that humans have achieved here in Middle-earth. And so he comes to realize just how special the home that he’s been longing to get away from really is. And so now that he’s going through his Dorothy, there’s-no-place-like-home journey, but when he gets there, it’s going to be a very different home than the one he left.

DEADLINE: And he’s just had his heart broken…

McKAY: Yes. And we believe in investing in long-term growth and change in these worlds and in these people. And all the time we’re spending with these characters and all the mini journeys of Isildur, having an infatuation that was maybe a little deeper than he had before and having it blow up in his face, it feels like that could lead to big things down the road. So sometimes we’re laying track here, but there’s a plan and it’s going really good places. And those actors had really good seasons. We love what Cynthia [Addai-Robinson] did this season as the Queen. We love what Lloyd [Owen] did this season. Lloyd really kind of came into his own as Elendil in a couple of those episodes. And it was great to get Isildur on unfamiliar terrain, muddy though it may be sometimes.

DEADLINE: And you managed to work in a deadly and nasty giant Hill-troll, the Balrog, Barrow-wights and the giant spider. Which creature felt most rewarding when you watched it play onscreen?

McKAY: I’ll call out two of ’em. Yeah, I think Damrod the Hill Troll is one, and we have to give props to Jason Smith, our amazing VFX producer. He did not only have a lot to do with the way the Damrod looked, but also just with his attitude. He really spent a lot of time thinking about what kind of life this character would’ve lived. And that was just infused in all of his expressions. He even ended up voicing some of the shouts and grunts that the troll makes. So a lot of the life force comes from Jason Smith for that troll and ends up being something very special. We love the heavy metal score that Bear McCreary our composer came up with for it. So I think that’s one that’s really fun.

But I think the one that surpassed even our expectations and swept us up in childlike wonder, were the Ents, voiced by Olivia Williams and then Jim Broadband. There’s something so wondrous about it. I think the time when we first saw and we had seen drawings, we had seen sort animatic and sort of renderings of the movement, but when we first saw the real VFX shots dropped into the cut, we were all just speechless and swept up in this just childlike wonder.

PAYNE: In terms of the craft, Jason and his team were at the top of their game. He’s not just the guy who does the VFX. He’s an artist and a visionary who’s in the tradition of Ray Harryhausen, Stan Winston, Rick Baker. He’s creating creatures and characters using the state-of-the-art science. He’s a scientist and a painter at the same time.

And there’s so much artistry and character. He’s coming at it with how do I tell the emotions that will bring it across while being true to the fact that it’s a tree. It’s a performance as much as anything else. And I think just for us, just speaking as viewers, again, the work he’s doing, we would hold it up against anybody working in the industry today, film, you name it. And he’s doing it on a television schedule. It is a feat of magic that he performs every season and we’re constantly in awe of it. And we’re so lucky to be the recipients of it. He is the creator of those characters as much as anything we could ever hope to write on the page.

DEADLINE: Unleashing the Hill-troll into the siege of Eregion also puts Adar on the outs with his troll leaders who say, you can’t send him, he’ll kill our guys as much as our enemies. Adar seems not to care.

PAYNE: It’s a tragic flaw. He’s trying so hard to protect his children, but he’s losing them. It’s a little bit Michael Corleone, isn’t it? Michael’s trying to be strong for his family and kill everybody else, and that’s how he loses his family. When you can find a character whose internal need and external actions are an exact opposition to one another, there’s a real potent dramatic irony. And the idea that Sauron, again with him like everybody else, he knew just the button to push: your children are going to be enslaved unless you hunt down Sauron and kill him. Adar thinks he’s being proactive. I’m going to bring an army and chase this guy and actually that’s exactly what Sauron wanted. Adar’s strength and loyalty is the thing that makes him bizarrely noble, despite all his villainy. It becomes the Achilles heel, his undoing.

McKAY: I think he realizes that if he doesn’t go all in, his children become Sauron’s slaves, which is exactly what happens anyway. That’s the tragedies. Once he’s dead, and once Sauron makes the one ring, the Orcs lose all their free will and they’re basically mindless zombies. Adar plays right into Sauron’s hand. He’s holding on so tightly, like pulling a bow string back so far that eventually it snaps.

PAYNE: But he had no choice. We’re going to miss Adar, and writing for that character. Sam Hazeldine really did an amazing job this season and his performance under all those prosthetics.

DEADLINE: Finally we come to The Stranger and his journey. By the end, he’s called Grand Elf, and shortens it to Gandalf. He also finds the staff we’ve become so used to seeing. He survives the one called the Dark Wizard who proposes the rule Middle-earth together. I thought that was Saruman, but perhaps that wizard comes in later. Talk about the wizards, and the establishment of that signature LOTR character Gandalf.

McKAY: Well, first of all, I would just reflect that I think your assessment of the Dark Wizard being Sauron might be a fairly astute observation. As far as Gandalf, we talked a lot about him over six years. We knew we wanted a wizard in the story, and we talked a lot with the Tolkien estate about what it takes to make it feel like Middle-earth. It’s like Christmas dinner. You got your turkey, you got your stuffing, you got your cranberry sauce, you got mashed potatoes. If you don’t have one of those? Here, you’ve got halflings and dwarves and humans and elves, you need a wizard in there to make it really feel like Middle-earth. The question is, which one? So he comes to Middle-earth and at first he doesn’t know who he is. And it was a journey discovery for him. And in some ways also for us at first, we just knew he was a wizard. And then as the pieces really started to come together, he said he’s a wizard who is found by halflings and who becomes really close with halflings.

Well, gee, close to halflings. A couple of centuries later, Gandalf, he eventually runs into Tom Bombadil at the end of his time, Middle-earth. Gandalf says, you know what? And this is in the books, I’m going to go hang out with Tom Bombadil. I got some things I got to talk to him about. And we said, well gee, when you leave a place, you don’t go to make a new friend. You go talk to an old friend and say goodbye and say, okay, well if this wizard had come across Tom Bombadil, that would make another sense for it to be Gandalf. A lot of things started coming together that really sort of pointed us to this wizard should be Gandalf. And we love the character so much. There’s hints also that Gandalf may have come earlier than the third age and wandered amongst some of the peoples of Middle-earth. So we went with that.

PAYNE: How do you make a Lord of the Rings show without Lord of the Rings‘ most beloved character? I think at the end of the day, what we came to was you can’t. If there’s any way we can justify him being around, it’s just too tempting to not go there.

DEADLINE: Also, Middle-earth is decimated and you need a superhero and he’s the closest to that on the good guy ledger…

McKAY: I like where your head is at because I think it’s very important that this story that has gone so far east is going to come back west, so to speak, and we’ll link up and he has an important role to play in the grand scheme of things moving forward.

DEADLINE: I’ve read that the inspiration for Tolkien’s creation of Middle-earth was the horrors he witnessed in World War I. You see it in the high stakes that if good doesn’t rise up against evil, the world is over. Do you feel that urgency and its origins when you write these episodes?

McKAY: All the time. We want to be true to the spirit of what he was writing about. And those core emotional dynamics that obsessed him, we think about it all the time and talk about it all the time and there’s some things you just go that doesn’t feel like Tolkien. And that’s the first thing you chuck out.

PAYNE: And there’s two things I think really come back to the WWI of it all. It gives it a level of emotional depth and a permission to go to a place that is truly dark, but it’s not dark for darkness’ sake.

What’s amazing about Tolkien’s work, if you really think about it in the historical context of the work, the world in which it was created is the whole generation of writers who came out of WWI. I came out really shellshocked and really with a lot of PTSD and produced a literature of alienation and fragmentation. It’s the Lost Generation. I love that literature. I studied it in college and then wrote a lot of papers about it. But Tolkien is not part of the Lost Generation. He writes this fairy story that it has the pain of the Lost Generation in it, but there is an optimistic core to it. Putting those two together, we reckon, is part of what makes it so special is because there are many optimistic works, but they can end up healing sort of like a grocery store greeting card, that buck up and keep your chin up kid. Tolkien’s work doesn’t have that because it actually goes to the place of darkness and despair that you would get in a World War I situation. But it keeps the optimism even not denying, but in spite of the darkness, and it makes it all the more powerful.

DEADLINE: It is fascinating he chose to take his experiences and put them into a fantasy. I remember doing a very early interview with Sam Mendes for the movie 1917, and he said that this all stemmed from his experiences with his grandfather. Sam would ask his father, why does grampa wash his hands all the time? And his father said, because he was a runner in those trenches and he can never get the mud off his hands. That was the impetus for that epic WWI film. Tolkien took that trauma and applied it to create a fantasy world.

McKAY: Maybe that’s why we’re sort of waxing as critics almost at this point, but the generational trauma that his generation experienced he captured in a very different kind of form in these books. I think he was so true to those emotions, even though they were abstracted through Middle-earth. He didn’t want to create an allegory, but his experiences were the terrain that gave birth to this.

And by being true to them, he’s created something that is timeless and is true to us now. The thematics and the traumas the characters go through, I think they do speak to this moment. And they spoke to the moment when the films came out and they spoke to the moment in the ’60s when the books became a cultural phenomenon and Led Zeppelin started putting ’em in their lyrics. Yeah, I mean it’s canonical. I think it’s because of how true he was to what he was grappling with and the experiences he had on some deep core level.

DEADLINE: You’ve said you’re into the writing of Season 3 already. How quickly will this all happen? Another eight or nine episodes? There’s certainly urgency to get them done, not like Stranger Things where you want to finish before the actors reach adulthood, but because Amazon needs them.

McKAY: I’m tempted to go with Scott Derrickson’s quote, but another example is I was just blessed to have a beautiful baby girl. She’s a year old now, and people often ask you, any more kids? And how long will it take to make the next one? Well, it takes nine months to just get a baby, and it takes the time that it takes and there’s no way to rush it. So we’re working very hard on it and are deep in the writing process and are really excited about where it’s going to go. But I don’t think, we don’t have a date right now.

DEADLINE: What was the Scott Derrickson quote?

PAYNE: We developed a project with the director, Scott Derrickson, who was a mentor to us early in our career. Scott said, ‘No one will remember when they got it. They’ll only remember if it was good.’ “