The shadowy figure aboard a ship seemed like a true savior for Galadriel and Halbrand at the end of The Rings of Power‘s second episode. But upon waking up, the elven warrior quickly realizes she’s not necessarily among friends. These people are the Númenóreans, a race of Men that descend from Elves long back. Sounds like they ought to be buddies, right? Sadly, no. The series’ third episode, “Adar,” brings the fractious history between Elves and Númenóreans to the fore. Here is what you need to know about that history, from J.R.R. Tolkien’s The Silmarillion.

Spoiler Alert

Like many good feuds, it comes down to family. Way way back—we’re talking First Age stuff—the ancient race of Men called Edain fought along with Elves and Valar against the evil rogue Valar Morgoth. This is the War of Wrath. After the war ended with Morgoth’s defeat, the Valar gifted the Edain an island in between Aman (the continent containing Valinor) and Middle-earth. This island would become Númenor and the inhabitants would become the Númenóreans. In addition to the land, the Valar gifted these Men a much longer lifespan (hundreds of years) and greater height.

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The first king of Númenor was none other than Elros, brother of Elrond. Elros chose to live a mortal human life while Elrond chose to remain an immortal elf. For a long time, because of this fraternal bond between Elves and Númenóreans, got along great. The Elves from Valinor would routinely go to Númenor to visit and trade. Everything was peachy keen! But as you probably noticed from the show, Elrond is still kicking while Elros is not. Elros died hundreds of years before the beginning of The Rings of Power.

And this was the first major fissure. Despite their incredibly long lives, the Númenóreans were still mortal. They grew to resent the Elves for their immortality and permission to live in Valinor. They grew proud and nationalistic, especially once they mastered the seas and set up colonies on Middle-earth. The royal lineage tended to remain friendly with Elves for many more years, however. An off-shoot of the royal line became the House of Andúnië, aka “The Faithful.” As we see in the episode, this is the lineage of Elendil and Isildur.

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After a time, the royal line of Númenor started along that anti-elf route. They would persecute the Faithful, driving them into hiding. King Tar-Palantir, the most recent king as of the beginning of The Rings of Power, was one of the Faithful. His own father, the previous king Ar-Gimilzôr, opposed the Valar and the Elves, and so Tar-Palantir was truly on his own in trying to repair relations with the immortal beings. He once again tended to the the White Tree and followed the ancient practices honoring Eru Ilúvatar.

However, the Valar did not reply to this gesture, perhaps still aware that so many in Númenor had disdain for them. And really, can you blame Galadriel for being sniffy towards Miriel, the Queen Regent of Númenor? She knows she’s unwelcome, and feels, as she says in the episode, that the Númenóreans owe the Elves for their great gifts and bountiful homeland. The Elves feel as though the Númenóreans have abandoned their responsibilities to the peoples of Middle-earth, focusing inward instead at their own might and glory.

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It’s interesting, then, that the show has taken to depicting Númenor visually and Númenóreans culturally as a mix of Ancient Crete and Venice, both powerful city-states that fell under their own weight. We know the Second Age ends with the fall of Númenor, and at this point in the series we’re only about 64 years away from that. We’re seeing the end, in real time, of Númenórean society. Would they have survived if they hadn’t broken with the Valar? Could they have beaten Sauron early? I mean, probably not, but one does wonder.

As episode four, “The Great Wave” we learn something about the Queen Regent and her seeming distrust of Elves. Her father, the former king, Tar-Palantir, lies secreted away in a tower. He sought to restore the alliance between Elves and Númenóreans, and was part of the Faithful. However the people of Númenor were not so easily swayed and they removed him from the throne. The only way Miriel could become Queen Regent was to denounce Elves. And she was particularly convincing in that denouncement. However, we eventually learn she too is part of the Faithful and the episode ends with her pledging to aid Galadriel.

However, as we’ll learn, the Númenóreans as a whole will not share her trust. It’s a whole thing, friends.

Originally published September 8, 2022.

Kyle Anderson is the Senior Editor for Nerdist. You can find his film and TV reviews here. Follow him on Instagram and Letterboxd.