The Lord of the Rings: The Rings of Power featured the Barrow-wights, but who were these corpses, and how were they reanimated? The wights were monsters that Frodo, Merry, Pippin, and Sam faced in The Lord of the Rings: The Fellowship of the Ring, but they were cut from Peter Jackson’s film trilogy. This made their appearance in the Prime Video prequel series rather exciting, but the Barrow-wights’ implied history differs somewhat from Tolkien’s original description.

In The Rings of Power season 2, episode 4, Galadriel, Elrond, and their Elven company come across the Barrow-downs, an ancient burial ground. Here, they notice that the messenger Gil-galad had sent to Celebrimbor about Halbrand’s true identity had been slain, and it immediately became clear that the surrounding graves weren’t as harmless as they appeared. Phantom corpses began to emerge, accompanied by an eerie song with lyrics like, “Cold be hand and heart and bone.” Lord of the Rings book fans immediately knew what was coming—though Rings of Power‘s version of the Barrow-wights is slightly different.

The Barrow-Wights Were Originally Early Men From Middle-earth’s First Age

Rings Of Power Briefly Mentioned The History Of The Barrow-Downs

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When the Elves arrived at the Barrow-downs in The Rings of Power season 2, one of their company mentioned that this was where ancient kings of Men had been buried. It’s difficult to say what this elf considered “ancient,” but it can be assumed that he was referring to the First Age of Middle-earth. This lines up with Tolkien canon since the graves of the Barrow-downs had been initially intended for the noble ancestors of the Edain—Men who fought alongside the Elves against Morgoth in the Wars of Beleriand. This means that the corpses of the downs could have been there since the earliest years of the First Age.

Why The Corpses Become Barrow-Wights In The Rings Of Power

There’s Some Evil Magic At Work

The corpses of the Barrow-downs came to life in The Rings of Power season 2, emerging from their graves to attempt to kill Galadriel, Elrond, and their company. Though it’s not confirmed, Galadriel theorized that Sauron had passed through the Barrow-downs on his way to Eregion and used his dark power to reanimate the corpses, turning them into Barrow-wights. With the bridge down, anyone traveling from Lindon to Eregion would have to pass through these foes. This would allow Sauron time to work his wiles on Celebrimbor and forge the Rings of Power.

Galadriel saw the efficacy of this plan. There were horse corpses and supplies littering the Barrow-downs, which implied that the messenger Gil-galad had sent to Eregion had been killed by the Barrow-wights. Galadriel and her company would have been killed as well if it hadn’t been for the quick thinking of Elrond, who used the weapons hidden within the Barrows to fight and kill the wights. He claimed these were the only things that could harm these ancient corpses of Men. Of course, none of this is precisely how Tolkien described.

How To Kill A Barrow-Wight (& How The Rings Of Power Changes Tolkien’s Lore)

Rings Of Power Made Some Changes Based On Lore

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The Elves’ weapons were useless against the Barrow-wights, and it wasn’t until Elrond decided to dive into the Barrows and claim the weapons within that they stood any chance. There was never really any indication that this was the case in Tolkien’s Lord of the Rings, however. When Frodo and the Hobbits were captured by the wights in Fellowship of the Ring, it was Tom Bombadil’s singing that saved the day. The mysterious character could influence almost anything with his voice, including these dark creatures. Though there may be other ways to stop Barrow-wights, Lord of the Rings does not mention this.

Bombadil also spread weapons and other artifacts from the graves around the Barrow-downs, explaining that these would keep the Barrow-wights from rising again. Rings of Power just took this idea a little further.

Rings of Power likely got Elrond’s weapon solution from the use of the Barrow-blades in Lord of the Rings. In the books, Bombadil gave the hobbits blades from the Barrow-downs, and it was later revealed that these weapons had the magical ability to harm Ring-wraiths while other weapons could not. Bombadil also spread weapons and other artifacts from the graves around the Barrow-downs, explaining that these would keep the Barrow-wights from rising again. Rings of Power just took this idea a little further.

How to kill Barrow-wights isn’t the only change Rings of Power made. The series leaned into the common belief that wights are the corpses of the ancient dead kings, but this wasn’t actually the case in Lord of the Rings. The corpses remained just that, and the wights were beings that tended to inhabit gravesites like the Barrow-downs. Still, there is something far more eerie about the idea of Sauron using the bodies of old kings against the living. It might not technically be canon, but Rings of Power‘s version of the Barrow-wights was certainly thrilling.