‘The Lord of the Rings: The Rings of Power’ Season 2 Episode 3 Recap & Review: Númenor Returns

Warning: The following contains spoilers for The Lord of the Rings: The Rings of Power Season 2, Episode 3.

The Lord of the Rings: The Rings of Power Season 2, Episode 3 returns to the realm of men as the people of Númenor recover from their losses. Episode 3 may be a bit slower than the series’ first 2 episodes but contains some truly awesome moments and the return of many characters absent in the premiere episodes.

While trouble continues to brew in Middle-earth, that darkness can be felt across the sea in Númenor, as whispers of rebellion spread after the death of Tar-Palantir (Ken Blackburn) and Míriel’s (Cynthia Addai-Robinson) return. Meanwhile, the remaining survivors of the destruction of the Southlands try to rebuild their lives.

‘The Lord of the Rings: The Rings of Power’ Season 2, Episode 3 Brings Back One of Its Most Important Characters

We begin this episode by recapping a scene from Season 1 after the destruction of the Southlands, as Elendil (Lloyd Owen) tries to comfort Isildur’s (Maxim Baldry) horse, Berek. Knowing Berek will only listen to Ilsildur, he lets Berek go, and the horse travels through the desolate land left by the awakening of Mount Doom. Berek comes across a group of Orcs that try to take him, but being a horse of Númenor, Berek can handle himself and flees into the Dark Forest known as Taur-im-Duinath. The horse comes by a dark cavern and goes in to find his owner, Isildur, who is wrapped in a web but alive. 

Isildur awakens to find his steed and take in his surroundings. Realizing he’s trapped, he grabs a knife from a nearby Orc body, but the Orc is still alive, and they struggle for it before Isildur overpowers him and escapes. Isildur feels a presence in the cave and is ambushed by a young Shelob, who will one day grow into the monstrous spider blocking Frodo and Sam’s path to Mordor. Isildur fends off Shelob, delivering her a wound to the eye, and escapes the cavern with his trusty steed.

The Island of Númenor Feels the Darkness of Middle-Earth

The story travels across the sea and back to Númenor for the first time this season, where a funeral is held for Tar-Palantir. Elendil speaks with his daughter, Eärien (Ema Horvath), who expresses grief over Elendil showing sympathy for the King and not for Isildur and holds Míriel accountable for his death. Míriel arrives and Elendil takes her side. He informs her that nobels from the North have arrived, including Lord Belzagar (Will Keen), and is appealing to the ear of Pharazôn (Trystan Gravelle).

Later, Pharazǒn meets with Lord Belzagar, his son Kemen (Leon Wadham), and Eärien. Kemen speaks openly about Míriel being unfit to rule, and Belzagar suggests that many in Númenor would follow Pharazǒn, but he says it will take more than that to overthrow the Queen. Overhearing this, Valandil (Alex Tarrant) confronts Kemen about his comments on the Queen and says that he has bled for her in battle and has seen her walk into the fire to save Númenorians, including Isildur. He tells Kemen that he can stop his comments or that they can settle it by other means, and Kemen backs down.

Durin Questions Sauron in ‘The Lord of the Rings: The Rings of Power’ Season 2, Episode 3

To the West in Eregion, Celebrimbor (Charles Edwards) and Sauron/Annatar (Charlie Vickers) meet with Durin and Disa and tell them of the rings of power. Durin is skeptical of the idea, but Celebrimbor tells him they will be a power beyond any crafted in Middle-earth and can save Khazad-dǔm like it saved the Elves in Lindon. Realizing that the Mithril that Durin gave to Elrond worked, the Dwarf prince is more open to the proposal but realizes it comes at the cost of more Mithril.  As they leave Disa tells Durin that if there is a slight chance the rings can save Khazad-dǔm, then he must bring it to his father. 

Back in Celebrimbor’s forge, he assures Annatar that the Dwarves are slow to make decisions but will come around. However, Annatar says time is the one thing they do not have. He admits to Celebrimbor that Gil-galad is unaware of their efforts to make more rings of power and thinks the other races are not worthy of the power. 

Celebrimbor shows his pride and demands that this is his moment and that he can conduct himself however he wishes in his realm. He sends a letter to Gil-galad congratulating him on the success of the rings and informing him that he is shutting down the forge.

The People of the Southlands Try To Rebuild

Back in the Southlands, Isildur is still making his way through the barren area. He comes across a camp and when he goes to investigate, a woman (Nia Towle) stabs him in the leg. She tells Isildur that her name is Estrid and she is looking for her husband, who was taken by Orcs. Estrid carries a map with her, and Isildur recognizes it as the old Númenorian stronghold of Pelargir. They make their way, hoping to find his father.

Once in Pelargir, they are taken by surprise by a group of Southlanders loyal to Adar but are saved by Arondir (Ismael Cruz Córdova), who remembers Isildur from the battle of the Southlands. Arondir brings them to the ruins of Pelargir, where the remaining survivors who did not join Adar fled. They hold a funeral for Bronwyn (Nazanin Boniadi), who succumbed to her injuries from the battle. Arondir mourns as her son, Theo (Tyroe Muhafidin), throws the fire on the pyre and walks off. 

Durin Swallows His Pride for the Sake of Khazad-dúm

In Khazad-dǔm, Narvi (Kevin Eldon) meets with King Durin III (Peter Mullan) to tell him they must open their food stores to survive for the next three months. Durin then enters the throne room to finally meet with his father. The prince swallows his pride and tells his father of Celebrimbor’s proposal and the rings. He admits that he was wrong to disrespect him and apologizes, but he stresses that he does not trust the power of the rings. The Dwarf says his father may have been right to leave the fate of the Elves in bigger hands than theirs. 

Returning to Pelargir, Islildur tells Theo of the wonders of Númenor. Theo offers to help him find Berek, and they plan to meet there again at night. Isildur then shares a moment with Estrid, and she confides in him her grief over surviving when so many others didn’t, most likely including her husband. Isildur tells her the story of how his mother drowned in Númenor to save him and that he feels guilt every day for her sacrifice.

Estrid assures him that her sacrifice was a gift because he was so special to her. Theo arrives and the two set out to find Berek. Estrid can be seen taking out a knife to put in the fire, revealing the mark of Adar on her neck and trying to burn it off. Isildur and Theo find Berek and the Southlanders, and Theo distracts them while Isildur rescues Berek. Isildur successfully frees Berek, but the Southlanders don’t trust Theo and go to capture him. Theo runs, and an unseen force begins to capture the Southlanders behind him as the trees rumble; Theo is taken as he screams out for Isildur.

The Valar Send a Sign to Númenor

In Númenor, Míriel’s commencement as Queen begins, and as she goes to accept the scepter, some in the crowd begin to call out that she is unfit to rule. Míriel addresses them and says she too feels their hurt and anger but that Númenor will stand strong as it always has. Eärien speaks out for Isildur and reveals the Palantíri, exposing that the King in his dying breath, told her that Míriel used the elf stone for council. 

Pharazǒn speaks up, saying this is outrageous and that a ruler of Númenor would never trust an Elvish artifact, ordering it to be destroyed. Míriel then admits to the crime to prevent the Palantíri from being taken. Elendil goes to retrieve it, but the stone blasts him back, and the crowd erupts into a frenzy.

Pharazǒn smiles as chaos ensues, and Elendil tries to make his way through the crowd to Míriel. Among all the insanity, the shouting is drowned out by the sound of a great Eagle, which appears before them as everyone silences in awe. Pharazǒn approaches the Eagle, and seeing it as a sign, the crowd begins to chant his name and claim him their true ruler. Pharzǒn lifts his sword in victory.

Sauron Crafts the Seven Rings for the Dwarven Kings in ‘The Lord of the Rings: The Rings of Power’ Season 2, Episode 3

The episode ends in Eregion as Celebrimbor and Annatar prepare the forge for the Dwarven rings. Durin, Disa, and the King are all there, and King Durin presents Celebrimbor with the Mithril ore to complete the rings. As Celebrimbor goes to put in the Mithril, Annatar insists and takes the ore from him, holding it in his hand for a moment. He then drops the ore into the mold and Black Speech can be heard as it melts with the other metals. 

While this episode is slower than the previous two, it still provides memorable moments and introduces the rest of the show’s cast that have been absent in Episodes 1-2. With the Dwarven rings now forged, the stakes are more pressing than ever and the true work of Sauron and Celebrimbor begins.

The first three episodes of The Lord of the Rings: The Rings of Power are now streaming on Prime Video, with new episodes releasing Thursdays. Follow the Agents of Fandom socials for all the latest entertainment news and reviews.