‘The Lord of the Rings: The Rings of Power’ Season 2 Episode 3 Recap: Giant Spiders and Other Delights

Call this one “The Episode Starring All the Characters Whose Names You Forgot.” With no Elrond or (especially) Galadriel to anchor it, no Stranger/Harfoot antics to provide comforting Hobbit-y vibes, and a pair of very shaky storylines in their place, the third and final of the three episodes of The Lord of the Rings: The Rings of Power Season 2 released as a giant-sized premiere faces by far the heaviest lift. If it doesn’t get as far as its two predecessors, it manages quite a bit more than I both expected and feared.

The episode leads with its best material. The first ten minutes are essentially a survival-horror story in which Isildur, the Numenorean sailor presumed dead after Mount Doom’s calamitous explosion, is located by his horse, who finds him in a spider’s lair. Actually, make that spiders plural: There are thousands and thousands of spider eggs in there, not to mention hatchlings of various ages and sizes. 

It’s a really flagrant mash-up of the Shelob sequence from The Return of the King and Aliens, but it gets away with it because it’s really, really good. The spiders are numerous and gross, the eggs are disgusting, a seemingly dead orc comes to life and tries to kill Isildur mid-escape, the sound effects are creepy, and even the orc designs we see throughout the sequence are rock-solid monster-movie stuff. Please pardon the very un-Tolkienian language, but my notes here read “What the fuck dude, THIS IS INCREDIBLE.”

Isildur winds up connecting with the remnants of one of the show’s least successful storylines, the star-crossed romance between wood-elf super-soldier Arondir (Ismael Cruz Córdova) and human healer and single mom Bronwyn (Nazanin Boniadi), with her troubled teen son Theo (Tyro Muhafidin) along for the ride. I say “remnants” because Boniadi left the show, leading to her character’s off-screen death prior to the start of this episode. Much as I hate to see that kind of thing affect a show’s story, the need for a hard reset here was palpable. 

After saving the lives of Isildur and Estrid (Nia Towle), a local he encounters on the road, Arondir returns to the port city of Pelargir, where survivors from Mordor’s explosion who haven’t been pressed into the service of Adar or fled back to Númenor have all wound up. There, he tries and fails to offer comfort to Theo, whose bitter rejection of the Elf’s advice is one of the better-written things I’ve seen on this series. (It’s a cleverer rendition of the common teenage sentiment “you’re not my dad” than the show’s approach to Isildur’s survivor’s guilt, which is to have him say almost in so many words “I have survivor’s guilt.”)

But Theo is fonder of Isildur, and helps him rescue his beloved horse from the group of Adar-following bandits who attacked him earlier in the episode. The boy’s bravery allows Isildur to escape, but would have cost him his own life if not for the intervention of…dot dot dot…Ents! You don’t see the tree people just yet, but they’re out there, stomping around and looking down at Theo from a great height.

Giant spiders and the shepherds of the forest aren’t the only legendary beasts who pop up this episode. We get our first glimpse of the show’s take on trolls as best I can recall, and it’s a doozy: a towering behemoth I initially mistook for one of those giant war elephants, who answers Adar’s call for an alliance by chucking the head of the orc messenger at his feet…then agreeing to it anyway. Their joint mission will be to hunt down and kill Sauron, so that they can all finally be free of tyranny. That’s Adar’s intention, anyway, but I get the impression he’ll be dark-lording it over his subjects soon enough. (Those subjects apparently include female and baby orcs, which is wild.)

The spectacular island kingdom of Númenor was one of the places where the first season failed. The place looked sufficiently huge and advanced to make for a convincing contrast with any human settlements in Middle-earth proper, but its design and architecture felt uninspired and unmemorable. The palace intrigue surrounding queen-regent Míriel (Cynthia Addai-Robinson) — now blinded by the eruption of Mount Doom — and her cousin, advisor, and rival Pharazôn (Trystan Gravelle), with the loyalist naval captain Elendil (Lloyd Owen) and his kids Isildur and Eärien (Ema Horvath) riding shotgun, lacked verve and urgency. 

There seems to be an attempt to rev all that up. By the end of this episode, Eärien has stolen the magic Elvish crystal ball known as a palantír from Míriel and revealed it to the human-supremacist nobles. They all rally to Pharazôn’s side when a giant eagle (another delightful creature from the legendarium) lands outside the coronation; to me it looks like the bird was screeching at Pharazôn, not for Pharazôn, but everyone collectively decides it was shouting “Booo-urns,” if you will. That bodes ill for the queen and the captain.

The final storyline takes the frequently stiff interplay between Dwarves and Elves from the first season — all that business about arresting Elrond, all these halting conversations about mithril — and greatly livens it up. Prince Durin, his father the king, and his wife Disa now feel like a real dysfunctional family, headed by two men similar in stubbornness and quickness to take offense. The use of politics, specifically Lord Celebrimbor’s offer to make rings for the Dwarf-lords in exchange for use of their mithril, as a pretext for having a personal heart-to-heart worked gangbusters for House of the Dragon all season long, and actors Owain Arthur and Peter Mullan convey that kind of emotion even under all that prosthetic makeup and hair. 

But the world would have been better off if they’d never had their rapprochement — and that’s what makes Sauron feel so much more sinister, and fun, than he did last season. It’s more than just the way the show clarified his involvement in the creation of the three Elf rings, so that when you see him get his hands on the raw materials for the Dwarf ones, you know it’s bad. No, it’s the way he turns Celebrimbor’s love of his work, or the Durins love of each other, to his own dark favor that’s the work of a master manipulator. More than that, it’s the work of a person who is one day planning to tell these people “I want you to know: It was me.” It’s one thing to use dark sorcery to defeat the armies of Elves and Men and Dwarves on the field of battle. It’s another thing to make them betray themselves with their own hearts and minds, under the very best intentions. That’s a Sauron I can believe in. So far, at least, this is a show I can believe in now too.

Sean T. Collins (@theseantcollins) writes about TV for Rolling Stone, Vulture, The New York Times, and anyplace that will have him, really. He and his family live on Long Island.