The Rings Of Power Introduced A Huge Lord Of The Rings Villain – And You Probably Didn’t Notice

Warning: this piece contains spoilers for The Rings Of Power: Season 2 Episode 3

While only dedicated (or very observant) Tolkienites might have made the connection, Episode 3 of The Rings Of Power Season 2 low-key introduced one of The Lord Of The Rings’ most infamous villains. Not a dark lord of Mordor, but rather the mistress of the web: Shelob. When we’re finally reunited with Maxim Baldry’s Isildur, we find him in a sticky situation, facing off against an eight-legged foe and her ravenous brood. While she’s more svelte of frame than we’re used to, that adolescent arachnid is none other than the last child of Ungoliant, who will one day come within a mithril link of impaling a certain Frodo Baggins.

“I remember reading, ‘Isildur awakes in the Spider Cave,’” Maxim Baldry tells Empire. “Then it said: ‘And it’s… SHELOB!!!’ I thought, ’No way! That’s so cool!’ Shelob is someone that I grew up adoring from the books.”

Having been left for dead at the end of Season 1 in the land now known as Mordor, future Sauron-slayer (and Ring-bearer) Isildur doesn’t make his reappearance until Season 2’s third episode. After that burning building memorably fell on him, it turns out he was snatched by some “spiderlings”, who took “this nice piece of Numenorean meat” to their lair in the Dark Forest, to be served up to a noticeably younger and smaller — but still very much giant — Shelob. Out of the frying pan, into the fire, as Tolkien himself would say.

“Isildur wakes up stuck in a web in this Spider Cave, and it’s dark, damp, muddy and wet. Everything is sort of slimy and there are spider eggs everywhere,” Baldry explains. Not the most comfortable way to kick off your sophomore stint in Middle-earth, but that was par for the course this season. “It was a really physical experience. A dark season for my character, and for me personally as well. I was always in the middle of nowhere and covered in mud. Honestly, I get covered in shit the whole season. I’m surprised I wasn’t ill more, because I was subjected to so much mud and cold rain, with months and months of night shoots.”

Shelob is someone that I grew up adoring from the books.

The Shelob confrontation at least took place indoors, in a “claustrophobic” set at Bray Studios, Surrey, one of the epic production’s new bases since decamping from New Zealand to England. But with Baldry insistent on doing as many stunts as he could himself — including an impressive leap onto a bare-backed horse — it left him with “a few bruises,” he reveals. Once Isildur has managed to de-web himself with the help of his trusty steed Berek (real name: Fandango), and also dealt with a surprisingly not-quite-dead orc, he has to face a dog-sized arachnid (real form: a rugby ball, with foam-noodle legs).

There’s one moment where the hungry bug grabs Isildur’s leg and drags him backwards. This required Baldry to be yanked on a pulley wire. “I had to tense my whole body, otherwise I was was going to break my back, that force is so strong,” he says. But for all its furious physicality, he and director Louise Hooper wanted the scene to have a psychological dimension, too. “We wanted to make it like a game of chess. So I swipe, the spider disappears, and then the whole story is: where is the spider? How is the spider going to get Isildur? How is Isildur going to get the spider?”

There is even a moment of “connection” between these two legendary characters, Baldry says, when Isildur wrestles with the creature’s lunging pincers and they come fully face to face. “I wanted to have a moment where Isildur looks directly at Shelob, and Shelob is looking directly at her prey. And I wanted this connection between the two of them, as we exchange a look.”

While there is no point in the sequence where we are explicitly told that this gargantuan web-spinner is Shelob, it is clear she’s not just any old giant spider. “There’s a little hint: I stab her in the eye,” Baldry notes. Thus The Rings Of Power explains the old wound she bears in Peter Jackson’s The Lord Of The Rings: The Return Of The King. “So it’s my fault,” grins Baldry. “Which is great. I like marrying the Third Age with the Second Age. It gives fans a little bit of juice.”

For all the mud and gunk and bumps and bruises, Baldry is clearly very happy to have been given this monster-fighting moment. “As someone who’s a fan of the movies, it was a glorious way to start a pretty physical season for Isildur.”

The Lord Of The Rings: The Rings Of Power Season 2 is streaming now on Prime Video