# Shadow and Flame

"Shadow and Flame" is the eighth and final episode of the second season of the American fantasy television series The Lord of the Rings: The Rings of Power. The series is based on J. R. R. Tolkien's history of Middle-earth, primarily material from the appendices of the novel The Lord of the Rings (1954–55). The episode is set thousands of years before the novel in Middle-earth's Second Age. It was written by showrunners J. D. Payne and Patrick McKay, and directed by Charlotte Brändström.
Payne and McKay were set to develop the series in July 2018, and a second season was ordered in November 2019. Filming began in the United Kingdom in October 2022, with Brändström returning from the first season. Production on the season wrapped in June 2023. The episode reveals that the Stranger (Daniel Weyman) is actually the Wizard Gandalf from Tolkien's works.
"Shadow and Flame" premiered on the streaming service Amazon Prime Video on October 3, 2024. It was estimated to have high viewership and received generally positive reviews, with praise for the performances and visuals but mixed thoughts on other aspects, including the Gandalf reveal. The episode received two award nominations.

## Plot

Prince Durin IV confronts King Durin III as the latter opens a large mithril deposit under Khazad-dûm. The Balrog that lives below the mithril mine, awoken by this activity, attacks Durin III. He leaves his Ring of Power to Durin IV and names him the new king before fighting back as the entrance to the cavern collapses.
The Stranger goes to the Stoors' canyon to save Nori Brandyfoot and Poppy Proudfellow from the Dark Wizard. The Stranger rejects the Dark Wizard's offer to supplant Sauron and the Dark Wizard destroys the canyon. The Stoors, who refer to the Stranger as "Grand Elf", are forced to find a new home and are joined by Nori and Poppy. The Stranger takes a branch from a tree in the canyon as his staff. Returning to Tom Bombadil, the Stranger says he will come to be known as "Gandalf".
Ar-Pharazôn learns from the palantír that Halbrand was actually Sauron in disguise. He accuses Míriel of aligning herself with Sauron, discrediting the results of her trial. All members of the Faithful are accused of treason and arrested. Despite following Ar-Pharazôn to this point, Eärien warns Elendil and he avoids capture. He attempts to escape with Míriel but she refuses to join him, giving him the sword Narsil and sending him to reclaim his lordship in the west of Númenor.
Kemen claims Pelargir as a military outpost for Númenor and demands the Southlanders and Wild Men cut down the forest in exchange for shelter and supplies. Isildur and Estrid acknowledge their feelings for one another and he asks her to return to Númenor with him, but Kemen does not allow this and Isildur leaves Estrid with Hagen.
In Eregion, Sauron tortures and kills Celebrimbor. He is approached by Glûg, an Orc who has grown disillusioned with Adar's leadership. Galadriel finds Adar in his original Elf-form, as revealed by Nenya, and he returns the ring to her before he is killed by Glûg and other Orcs. Sauron attacks Galadriel and takes the nine rings for Men, but she steps off a cliff before he can take Nenya. Durin IV sends his army to aid the Elves, allowing Elrond, Gil-galad, Arondir, and other survivors to escape to a valley north of the city. Elrond and Gil-galad use the Elven rings to heal Galadriel, and the Elves resolve to stand against Sauron's army as it marches across Middle-earth.

## Production
### Development

Amazon acquired the television rights for J. R. R. Tolkien's The Lord of the Rings (1954–55) in November 2017. The company's streaming service, Amazon Prime Video, ordered a series based on the novel and its appendices to be produced by Amazon Studios in association with New Line Cinema. It was later titled The Lord of the Rings: The Rings of Power. Amazon hired J. D. Payne and Patrick McKay to develop the series and serve as showrunners in July 2018. The series was originally expected to be a continuation of Peter Jackson's The Lord of the Rings (2001–2003) and The Hobbit (2012–2014) film trilogies, but Amazon later clarified that their deal with the Tolkien Estate required them to keep the series distinct from Jackson's films. Despite this, the showrunners intended for it to be visually consistent with the films. A second season was ordered in November 2019, and Amazon announced in August 2021 that it was moving production of the series from New Zealand, where Jackson's films were made, to the United Kingdom starting with the second season. The season's all-female directing team was revealed in December 2022: Charlotte Brändström, returning from the first season; Sanaa Hamri; and Louise Hooper.
The series is set in the Second Age of Middle-earth, thousands of years before Tolkien's The Hobbit (1937) and The Lord of the Rings. Because Amazon did not acquire the rights to Tolkien's other works where the First and Second Ages are primarily explored, the writers had to identify references to the Second Age in The Hobbit, The Lord of the Rings, and its appendices, and create a story that bridged those passages. After introducing the setting and major heroic characters in the first season, the showrunners said the second would focus on the villains and go deeper into the "lore and the stories people have been waiting to hear". The season's eighth episode, titled "Shadow and Flame", was written by Payne and McKay, and directed by Brändström. The title is an allusion to a line in Jackson's films that references the Balrog: "The dwarves delved too greedily and too deep. You know what they awoke in the darkness of Khazad-dûm... shadow and flame."

### Casting

The series' cast includes Cynthia Addai-Robinson as Míriel, Robert Aramayo as Elrond, Owain Arthur as Durin IV, Maxim Baldry as Isildur, Morfydd Clark as Galadriel, Ismael Cruz Córdova as Arondir, Charles Edwards as Celebrimbor, Trystan Gravelle as Pharazôn, Ciarán Hinds as the Dark Wizard, Markella Kavenagh as Elanor "Nori" Brandyfoot, Tyroe Muhafidin as Theo, Peter Mullan as Durin III, Sophia Nomvete as Disa, Lloyd Owen as Elendil, Megan Richards as Poppy Proudfellow, Charlie Vickers as Sauron, Benjamin Walker as Gil-galad, and Daniel Weyman as the Stranger. Also starring in the episode are Kevin Eldon as Narvi, Gavi Singh Chera as Merimac, Tanya Moodie as Gundabale Earthauler, Ema Horvath as Eärien, Will Keen as Belzagar, Nia Towle as Estrid, Leon Wadham as Kemen, Sam Hazeldine as Adar, Rory Kinnear as Tom Bombadil, Zates Atour as Brânk, Peter Landi as Marmadas, William Chubb as the High Priest of Númenor, Robert Strange as Glûg, Gabriel Akuwudike as Hagen, Murray McArthur as Ammred, Thomas Gilbey as Drúv, Stuart Bowman as Barduk, and Charlie Rix as Vorohil. Anthony Skrimshire, John Macdonald, Billy Mansell, Rupert Fawcett, and Jonny James play unnamed Orcs in the episode.

### Filming

Filming for the season began on October 3, 2022, under the working title LBP. Episodes were shot simultaneously based on the availability of locations and sets. Alex Disenhof returned from the first season to work with Brändström as director of photography. The production wrapped in early June 2023.

### Visual effects

Visual effects for the episode were created by Industrial Light & Magic (ILM), DNEG, Outpost VFX, Rodeo FX, The Yard VFX, Midas VFX, Monsters Aliens Robots Zombies, Untold Studios, Atomic Arts, Cantina Creative. The different vendors were overseen by visual effects supervisor Jason Smith.

### Music

A soundtrack album featuring composer Bear McCreary's score for the episode was released digitally on October 3, 2024. McCreary said the series' episodic albums contained "virtually every second of score" from their respective episodes.
All music is composed by Bear McCreary:

## Release

"Shadow and Flame" premiered on Prime Video in the United States on October 3, 2024. It was released at the same time around the world, in more than 240 countries and territories.

## Reception
### Viewership

Luminate, which gathers viewership data from smart TVs, said the series was watched for 358.5 million minutes in the week ending October 3, which included several days of viewership for the seventh episode in addition to the eighth episode's debut. This placed it sixth on the company's chart. Whip Media, which tracks viewership data for the 25 million worldwide users of its TV Time app, again listed the series third—behind Hulu's Only Murders in the Building and Disney+'s Agatha All Along—on its US streaming chart for the week ending October 6. Nielsen Media Research, which records streaming viewership on US television screens, estimated that The Rings of Power had 729 million minutes viewed in the week ending October 6. This made it the fourth biggest original streaming series of the week behind Netflix's Monsters: The Lyle and Erik Menendez Story, Nobody Wants This, and Love Is Blind. Samba TV, which also gathers viewership data from smart TVs, listed the series sixth on its chart of top streaming programs for the week ending October 6.

### Critical response

The review aggregator website Rotten Tomatoes calculated that 86% of 14 critics reviews were positive and the average rating for the episode was 7.5 out of 10.
Reviewing the episode for Collider, Arezou Amin gave it 9 out of 10 and praised the confrontation between Galadriel and Sauron. She felt the conclusions of each storyline in the season were satisfying and praised the season for "sustain[ing] narrative tension even though we already know how the story ends". Samantha Nelson at IGN gave the episode 8 out of 10, calling it an "overall great finale" with specific praise for the opening scene between Durin III and the Balrog, Edwards's final scene as Celebrimbor, Galadriel's scenes with Adar and Sauron, and the final scene of the episode. However, Nelson felt the episode showed problems that had been seen throughout the season in the storylines that were less relevant to the major plotlines. Writing for Vulture, Keith Phipps gave the episode three stars out of five and said it was the end of a "pretty good season", with praise for the visuals and production design. He said the episode left its characters in compelling places, though he agreed with Nelson that some of the season's storylines worked better than others. He highlighted the death of Adar, who he said was one of the series' most complicated characters. Matt Schimkowitz of The A.V. Club graded the episode a "B" and said the series' strength was in its characters and performances, particularly highlighting Vickers, Edwards, Walker, Owen, and Mullan. He praised the visual effects of the Balrog sequence but wished more of it had been shown, and was critical of the pacing of the season as a whole with some plotlines being rushed and shortcuts taken.
James Whitbrook at Gizmodo said the episode was a messy ending to the season with some strong scenes—particularly the Balrog scene—that did not work well together. He criticized the endings for most of the characters and storylines, such as the series killing Adar and then moving on from its sympathetic Orc storyline or having Celebrimbor's last line be calling Sauron "the Lord of the Rings". Whitbrook felt the series had crossed over into relying more on references to the familiar Third Age stories by Tolkien and Jackson than its own unique take on the Second Age, and said the series would need to prove moving forward that it could put more focus on emotion and characters. Leon Miller of Polygon had similar thoughts to Whitbrook, finding the episode to be underwhelming and saying the negatives outweighed the positives. He praised the production values and the work of Brändström and Disenhof, as well as the performances—particularly those of Vickers and Edwards—but criticized the need to focus on so many storylines, especially the season's less interesting ones, and felt some had been rushed while the reveal of the Stranger being Gandalf had taken too long across the series. Whitbrook and Miller both criticized the similarities between the scene where Elendil is given Narsil and the scene in Jackson's The Lord of the Rings: The Return of the King (2003) where Elendil's descendant Aragorn is given the same sword, reforged and renamed Andúril. Both critics felt the series' version was hollow in comparison to the film's.
Amin was not surprised by the Stranger being Gandalf but said "it's nice to have the suspicions confirmed all the same". Others were less positive, criticizing the series for taking so long to confirm what had been "clear since season one". Nelson said the Stoors' "Grand Elf" label was "far too cutesy and meta", while Phipps said it might be as silly as the origin of Han Solo's name in the film Solo: A Star Wars Story (2018).

### Accolades

Kristian Milsted was nominated for Excellence in Production Design for a One-Hour Fantasy Single-Camera Series at the 2024 Art Directors Guild Awards for his work on this episode. Koenraad Hofmeester, Miguel Perez Senent, Miguel Santana Da Silva, and Billy Copley were nominated for Outstanding Effects Simulations in an Episode, Commercial, or Real-Time Project at the 2024 Visual Effects Society Awards for their work on the episode's "Balrog Fire and Collapsing Cliff" effects.

## Companion media

An episode of the aftershow Inside The Rings of Power for "Shadow and Flame" was released on October 4, 2024. It features actress Felicia Day, the host of The Official The Lord of the Rings: The Rings of Power Podcast, interviewing the showrunners and cast members Vickers and Edwards about the making of the episode, with some behind-the-scenes footage.