The men of Middle-earth are causing problems.

MIDDLE-EARTH IS CRAWLING with creatures, ethereal societies, and unknown horrors. But still, there are men. Brave, arrogant, and paranoid men. “Much of the misery of men is of their own making,” blasts the elven smith Celebrimbor (Charles Edwards). How right he is.

Throughout the fifth episode of The Rings of Power season 2, Celebrimbor’s scathing review of men is proven correct as the crowning of Númenor’s newest king, Pharazôn (Trystan Gravelle) has divided the kingdom in twain. Episode 5, written by Nicholas Adams and helmed by Louise Hooper and Sanaa Hamri, dedicates nearly half of its runtime to the affairs of men. From the politics that brew behind closed doors to the way fanatical support festers on the streets. The Rings of Power is not quite the same politically-oriented court intrigue like rival series House of the Dragon. (Nor does it market itself as that kind of show, to be fair.) But this latest episode is the most the series has gone to reveal the rings’s indirect influence over a vulnerable populace.

Episode 5 is a rocket ship of a chapter for The Rings of Power season 2, with almost too much happening at once as we are closer yet to the eighth and final episode of the season. (Doesn’t it feel like we just got started?)

Allow me to show you the meaning of haste: Here’s a quick breakdown of The Rings of Power season 2, episode 5. Of course, spoilers ahead.

A Light in Dark Places

A neat dissolve transition from the mountains of Moria to a close-up of King Durin’s (Peter Mullan) own Ring of Power is how we begin this week’s episode—an ominous if obvious signal about the Rings’s influence over all that happens next.

Through King Durin’s possession of his ring, he instructs the dwarves how to restore light in Khazad-dûm, which you recall suffered some infrastructure problems wrought by earthquakes from Mordor. As most of the dwarves celebrate the restoration of light, the whole thing alarms princess Disa (Sophia Nomvete) and her fellow mountain-singers.

Remember: Dwarves have a spiritual connection to the rocks of Middle-earth, with their singing—called “resonating”—being their tried and true way of excavating, mining, and building a society within Moria for generations. But King Durin’s Ring of Power is nothing like what the dwarves are used to, and Disa fears the potential. In a later scene, she laments that the ring has allowed the dwarves to “cheat” their way to solving their problems, like computer hackers aggressively manipulating the system. While it was Disa who encouraged her husband Durin IV (Owain Arthur) to work with the elves, she has come to regret the decision.

Speaking of the Durins: The elder King Durin has only just worn his ring for the first time, but already he has become addicted to its spellbinding powers. He’s even obsessive; observe his rapid turn to anger when he accuses a subordinate for stealing it when he only left it on his desk.

Durin IV isn’t thrilled about his father’s new plaything, even when King Durin (rather hastily and uncharacteristically) restores his son’s princely title. In Eregion, Durin IV comes to Celebrimbor to raise his concerns about the dwarven rings, even pointing to Annatar as a potential culprit behind their unholy powers. Dwarves love to wield axes and hammers, but Durin IV is as sharp as a needle. By the episode’s end, Disa compels Durin IV to swear never to wear the rings. Durin IV agrees to his wife’s plea, but it remains to be seen if he will uphold that promise. We’re only in season 2, after all—there’s still a long, long road ahead.

Uprising in Númenor

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Pharazôn is sitting pretty as Númenor’s new king, but his people are boiling with tension. The abrupt change in regime has split the kingdom in half, with some vehemently loyal to Pharazôn whilst others maintain their allegiance to Queen Regent Míriel (Cynthia Addai-Robinson).

Among the latter is Elendil (Lloyd Owen), the sea guard captain who is still drawn to Míriel. But Míriel herself tells him to stand down from opposing Pharazôn based on the new, perhaps peaceful future foreseen by Palantír. Throwing salt in the wound is Elendil’s own daughter Eärien (Ema Horvath), who has aligned with Pharazôn and ordered Míriel’s men to surrender arms and posts. In a private conversation between father and daughter, we’re given a helpful reminder of Eärien’s motivations, just in case we’ve forgotten the plot: Still furious over her brother Isildur’s (Maxim Baldry) assumed death and still remembering the final, ominous words of Tar-Palantir (never mind that Eärien misunderstood him entirely), Eärien is driven to stand by Pharazôn on behalf of her brother’s memory. Too bad she doesn’t know Isildur is alive and well, and is too busy getting caught up in a love triangle to make his way back to Númenor fast enough.

The first fires in Númenor’s brewing civil war ignites inside a sacred place. During a memorial service for the lost souls in the Southlands, Pharazôn–or rather Pharazôn’s suck-ass son Kemen (Leon Wadham)–arrives with force to shut down the city’s oldest shrine. It so happens that one of those at the ceremony is Valandil, played by Alex Terrant, a friend of Isildur’s in the sea guard who has at times caught the eye of Eärien (to Kemen’s chagrin). That subplot comes to a bloody climax when violence erupts between Kemen and Valandil. Despite Valandil’s trained superiority, Kemen gets a cheap kill with a sword straight through Valandil’s heart. Kemen, the petty and small man he is, wrongfully orders the arrest of Elendil for “starting the uprising.”

“They Must Redeem Us All”

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Can men be trusted with Rings of Power? That’s the question Annatar and Celebrimbor debate at the top of episode 5. Now that the dwarves have their rings—which, by the way, they pay back by unveiling the Doors of Durin, a new addition to Khazad-dûm that opens with “a password known only to friends”–the elven smiths ponder how else to continue.

Annatar wishes to forge nine rings for men–a number chosen from building on the three for elves, “thrice perfected.” But Celebrimbor believes men are not mature enough as a species to wield the Rings of Power. And anyway, it was the men of the Southlands “who aided Adar in his conquest in the first place,” Celebrimbor argues, rather wisely. He adds: “We cannot give rings to men. The risk of corruption is simply too great. Whatever problems we might solve will be nothing against those we could create.”

At first, Annatar agrees to work alone on forging rings for men. Things get rough when standout pupil Mirdani (Amelia Kenworthy) dons one of the rings for resizing purposes when she up and… vanishes. When Celebrimbor pulls the ring from her, a shaken Mirdani tells the smiths she was “in a place… like this, but shrouded in mist, and darkness.” She also claims to have witnessed a tall figure with “skin made of flames” and “reeking of death.”

In other words: Mirandi was in the Unseen World, as Galadriel (Morfydd Clark) likes to put it. And while he doesn’t express it on his face, something tells me Annatar intended this to happen. He is now a step closer to the One Ring and its legendary power of invisibility and access to the spiritual realm.

At literally the same time, Celebrimbor is summoned to meet Durin IV. The dwarven prince has come to Eregion to warn Celebrimbor the rings seem to have a corruptive nature to them, despite Celebrimbor’s insistence the rings were made with utmost care. That’s when Durin IV suggests that “the trouble is in the ringmaker,” which compels Celebrimbor to again question the true nature of Annatar.

By the end of the episode, Celebrimbor reluctantly agrees to help forge the nine rings for men, mostly to ensure that nothing goes wrong this time and maybe to keep a closer eye on Annatar. Celebrimbor is also spooked that his letter lying to Gil-galad (Benjamin Walker) that his forge was inactive gave the dwarven rings their sinister edge. “We must atone for our mistakes,” Celebrimbor instructs his pupils, “by completing the rings together.” The next nine rings for men will not only aid men but balance out the rings completely, drawing strength from the three and “redeem” the seven. “They must redeem us all.” Unfortunately, unbeknownst to Celebrimbor, his creations will do anything but that and leave all of Middle-earth vulnerable to Sauron.

Oh, There’s Galadriel

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In case you were wondering where the heck Galadriel has been: Morfydd Clark shows up at the very end of this week’s episode, still captive to Adar (Sam Hazeldine) and his army of orcs. She doesn’t say a word, but she is approached by Adar who tells her they have a common enemy. While it’s not literally a post-credits scene, it sure feels like something Marvel would tack onto one of their Disney+ shows just to pad the runtime and give fans a hook for next week’s episode. I’m not proud of it, but it works. Excited to see what proposal Adar has for the fairest of elves.

Second Breakfast (AKA Odds and Ends)

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In Tolkien’s lore, the Doors of During were crafted by both Celebrimbor and the dwarf smith Narvi. In The Rings of Power it seems to be completely dwarven-made. It also opens with a password known only to friends; you’ll recall in The Lord of the Rings proper (including Jackson’s movies), the password was “mellon,” the elvish word for friend. “Speak friend and enter” and all that.
“When the light caught your hair, you seemed for a moment a perfect likeness.” “Whose likeness?” “Why, Lady Galadriel’s, of course.” Sauron, you smooth devil.
It is incredibly fun to me how The Rings of Power avoids getting into the finer details of metallurgy or even how Sauron imbues the rings with magical power. Any time you think they’ll bore you with the alchemy of metals, how spellcrafting works, or even why they choose the number of rings, they just swerve away from it entirely. Like the Rings of Power are just made out of vibes.

Something sinister lurks beneath Moria. The Rings of Power is doing a bang-up job preparing to unleash Durin’s Bane, who already made a memorable appearance around the end of Season 1. Might we see him in all his terrible glory before season 2 ends?