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The Lord Of The Rings' Army Of The Dead Explained

J.R.R. Tolkien's Lord of the Rings trilogy features some pretty strange beings. Orcs are a nocturnal, rough-and-tumble lot. Ents are fascinating arboreal specimens. Wizards are ludicrously powerful geezers. Of all the unique beings that populate Middle-earth, however, the strangest ones might just be the Army of the Dead.

Ghoulish, supernatural, and, to those familiar with Peter Jackson's film adaptations, vibrantly green, the Army of the Dead feels like an abrupt detour from high-fantasy into horror. Inserted into The Return of the King, the specters come flying — quite literally — out of left field, mop up the hosts of Mordor lickety-split, and then vanish as quickly as they appeared, leaving many fans scratching their heads in eerie confusion.

Who are these ghastly creatures and what the heck are they doing floating around the mountains between Rohan and Gondor? Where did they come from? And why is Aragorn able to show up with a shiny reforged sword and start bossing them around? We took a deep dive into the source material to find some answers and ultimately assemble the definitive guide to Tolkien's Army of the Dead.

Setting the stage in the Second Age

In order to understand how the whole "Paths of the Dead" scenario is set up, you have to go way back into the Second Age of Middle-earth history. We're talking about events that take place thousands of years before The Lord of the Rings. During this time, a prosperous nation of men set up their society on a large island called Númenor, out in the ocean to the west of Middle-earth. They are led by a line of kings founded by Elrond's brother, Elros. This is the same line of kings that eventually gives us Aragorn.

The Númenóreans are descendants of the first groups of men that migrated into the western lands of Middle-earth thousands of years prior. Once they'd arrived on the scene, they aided the Elves and Dwarves in their struggles, and were given their island nation as a gift from the Valar, the divine shapers and guardians of the world, as a reward for helping to defeat Sauron's old master, Morgoth, at the end of the First Age.

The other men of Middle-earth

While the Númenóreans (or the Dúnedain, as they and their descendants come to be be referred to) are the most important nation of men in Tolkien's stories, they're not the only men of Middle-earth. In fact, there are countless other nations and tribes of men that live all over the continent, including many that live far out in the eastern and southern regions. However, most of these groups are either independent of the larger Lord of the Rings and Silmarillion stories ... or they end up fighting for Sauron. The Silmarillion explains that thousands of years prior to the main story, "in the south and in the further east Men multiplied; and most of them turned to evil, for Sauron was at work."

Meanwhile, back in Númenor, the Númenóreans become incredibly powerful, and gradually begin to feel a bit cooped up on their isolated island — but they have only one option for expansion. See, when the Valar gave them their new home — as in, literally raised the island up out of the water for them — they put strict limits in place regarding how far these mortal men could sail towards their own immortal land, the Blessed Realm to the west. Having maxed out their potential on Númenor and being restricted from heading west, the Númenóreans start to head east.

The Númenóreans head back to Middle-earth

Time goes on, during which the men of Númenor become increasingly involved in geopolitical events on the continent. Their sixth king, Tar-Aldarion, is particularly instrumental in making them regular visitors to the mainland. Here, they find that the new Dark Lord, Sauron, is beginning to make mischief.

The Silmarillion says that when they first make contact with the other men on the continent, the Númenóreans "[take] pity on the forsaken world of Middle-earth," adding that "most of the Men of that age that sat under the Shadow were now grown weak and fearful." However, the Númenóreans "[teach] them many things," helping elevate their fearful existence in the process.

In other words, these wise men that show up out of nowhere are hailed as benevolent heroes and teachers. They arrive in fantastic ships, bearing fabulous gifts and tremendous skills. They're basically the Middle-earth equivalent of a Hollywood star who rolls up in a Benz, ready to write checks to whoever needs some help. Over time, though, this perception slowly begins to change.

The Númenóreans get power-hungry

Over the next millennia, the men of Númenor continue to visit Middle-earth from time to time. It's also during this period that Sauron helps the Elves forge the Rings of Power, and then creates the One Ring to rule them all. This leads to an all-out grudge match across the continent as the Elves, Dwarves, and occasionally the Númenóreans try to stop Sauron from conquering everything in sight.

While the Elves and Dwarves often have a rough go of it, every time the Númenóreans show up, it's lights out. As they rack up victories, they set up more and more permanent colonies along the shore, building huge, permanent harbors and towers. In many areas, these are next to local tribes of men who have lived most of their often-difficult lives under the domination of Sauron. The more permanent settling of the Númenóreans may seem like a good thing at first glance, but many men resent this intrusion, and at certain points, even resist the newcomers with violence.

The problem is, while the Númenóreans are technically an improvement (most can agree that anything is better than having Sauron as your neighbor), as they get used to their powerful new position, they slowly shift from being allies to being lords and masters. They demand tribute, and begin to cart off a good amount of the continent's wealth to their increasingly opulent island.

Who are the non-Númenóreans on the mainland?

At this point, the Númenóreans have taken up most of the limelight — which makes a lot of sense. After all, 99% of what Tolkien wrote follows their story, to the varying benefit and detriment of the other men of Middle-earth. In order to get even a basic idea of what these other men are like, one has to do some sleuthing.

First off, these "other" groups of men do make several appearances throughout The Lord of the Rings. The Men of Bree (that is, the town where Frodo and his companions visit the Inn of the Prancing Pony) are among this group. So are the wildmen of Dunland who swear allegiance to Saruman. Then there are the Easterlings that Frodo and Sam see marching into the Black Gates, and, of course, the Haradrim who wreak havoc with their oliphants during the Battle of the Pelennor Fields.

These are just a handful of the different groups of men who live throughout the continent. When the Númenóreans begin colonizing the south of the mainland in the Second Age, there are many others in the area as well, including a group commonly referred to as the Men of the Mountains.

Númenor is destroyed

The Men of the Mountains live in the area that eventually becomes part of Gondor. Before any Númenóreans step foot there, though, these poor souls come under the shadow of Sauron. And we're not just talking about some slight political pressure, or even full-blown conquest. They literally worship the dude. This is during the period of time in the Second Age known as the Dark Years, when Sauron is very nearly in control of all of Middle-earth.

However, Sauron's reign is abruptly ended when a massive army of Númenóreans arrives on the mainland. Playing the long game, the Dark Lord surrenders to them and is taken back to their island nation, where Sauron slowly corrupts the mind of their king. Eventually, the last king of Númenor is convinced to attack the Valar in the Blessed Realm, and his entire kingdom is drowned in an Atlantis-like catastrophe. This makes the Númenórean colonists on the mainland the last remnant of the race, plus a tiny group of survivors who manage to sail away from the sinking island nation during the disaster.

The Faithful set up kingdoms in Middle-earth

The survivors of the wreck of Númenor are part of a faction known as the Faithful. These are men who saw the errant ways of their king and fellow countrymen and decided to remain loyal to the Elves and hostile to Sauron. These "Faithful" survivors of Númenor are led by a man named Elendil and his two sons, Isildur and Anárion.

When they arrive in Middle-earth, they set up two sister kingdoms: Arnor in the north and Gondor in the south — yes, that Gondor. Critically, the Faithful are also good leaders who do not lord it over the local tribes of men or try to take advantage of them — a fact that some of the local tribes fail to notice.

Soon afterward, Sauron arrives back in Middle-earth and begins to make plans to squash what remains of his enemies. As Isildur sets up the kingdom of Gondor, he attempts to find new allies. He converts the nearby Men of the Mountains, convincing them to turn on their fiendish master and help him instead. He brings a great, extraterrestrial-looking black stone, as tall as a man and shaped like a globe, and sets it up on the Hill of Erech near the Men of the Mountains' kingdom. There, he has the King of the Mountains swear allegiance to him.

The Last Alliance

After this somewhat creepy swearing of allegiance, there passes a period of time in which Gondor thrives and the Men of the Mountains enjoy their new, fearless lives. But over time, Sauron gathers his minions, and eventually unleashes hell on the exiles of Númenor. Desperate, the Faithful men of the west turn to their Elven allies, led by a powerful king named Gil-galad, and they form the Last Alliance. This combined army attacks Sauron in Mordor, an event that is shown in the opening sequence of The Fellowship of the Ring. They defeat the Dark Lord's armies and cut the One Ring from his hand.

While this is all great news for the peoples of Middle Earth, there's one group who isn't too pleased to see this come to pass: The Men of the Mountains. See, when Isildur prepares to head out to confront Sauron, he summons the King of the Mountains to fulfill his oath and aid him. What does the mountainous ruler do? He tucks tail and runs.

Cursed by a king

When the King of the Mountains refuses to honor the alliance, Isildur, furious, pronounces a terrible curse. "Thou shalt be the last king," he intones, "and if the West prove mightier than thy Black Master, this curse I lay upon thee and thy folk: To rest never until your oath is fulfilled ... For this war will last through years uncounted, and you shall be summoned once again ere the end."

These ruthless (though totally justified) words terrify the Men of the Mountains, and they flee in terror, caught between an angry Isildur and a petrifying Sauron. They hide in the hills, waiting for the entire thing to just blow over. The thing is, that oath isn't just a frustrated leader blowing smoke. When Isildur cuts the Ring from Sauron's hand and the armies of the Last Alliance return victorious, the curse takes hold, and the Men of the Mountains become known as the Oathbreakers. They slowly die out and become the "Sleepless Dead" that haunt the mountains between Gondor and Rohan.

Haunting the Paths of the Dead

The King of the Mountains' duplicity dooms his people to a life of unsettled specterhood at the end of the Second Age. While Isildur's prophecy that "you shall be summoned once again ere the end," does eventually come true, it takes more than 3,000 years for that day to arrive.

During that interim, the not-quite-dead apparitions of the Men of the Mountains continue to haunt their old homeland, a rugged area between Rohan and Gondor that becomes known as the Paths of the Dead. These paths are referred to multiple times in The Return of the King. At one point, Théoden explains to Merry that "Folk say that Dead Men out of the Dark Years guard the way and will suffer no living man to come to their hidden halls," adding that, "the Dead come seldom forth and only at times of great unquiet and coming death."

Long before the events of The Lord of the Rings, one of the heirs to the throne of Rohan, a fellow named Baldor, attempts to travel on the haunted road. Before he enters, an old, decrepit man blocks the way, declaring that "The way is shut ... It was made by those who are Dead, and the Dead keep it, until the time comes." Ignoring the advice, Baldor foolishly stays on the ghostly path ... and never returns.

The time comes

Centuries of insubstantial half-existence pass, until finally, the day of reckoning for the Oathbreakers arrives. In the book version of The Return of the King, Elrond sends a message to Aragorn: "Bid Aragorn remember the words of the seer, and the Paths of the Dead." Thus the moment, long foretold, comes at last.

This reference to "the seer" denotes yet another ancient prophecy coming to bear upon the situation — it seems they're a dime a dozen with these guys. It was spoken centuries earlier, by a man named Malbeth the Seer. This prophecy, which is enormously long, claims among other things that "The Dead awaken; for the hour is come for the Oathbreakers." It also says that they shall be called to the Stone of Erech by "the heir of him to whom the oath they swore ... he shall pass the Door to the Paths of the Dead." You guessed it: That heir is Aragorn.

Fulfilling their oath: The movie version

At this point, we've caught up to the actual Lord of the Rings narrative, and the story of the Oathbreakers diverges quite a bit depending on whether you're watching or reading the story. In the films, Elrond arrives, gives Aragorn his sword, Andúril, tells him about the fleet of black ships sailed by the Corsairs of Umbar, and encourages him to take the Paths of the Dead to head off the threat.

Aragorn, Legolas, and Gimli head into the mountains alone, summon the Army of the Dead, and arrive in Gondor, where they annihilate their enemies on the black ships. But that's just the beginning of the battle. The Army of the Dead's hugely powerful capabilities are put on full display shortly afterward, when Aragorn pulls up to the docks outside of Minas Tirith and opens up a can of bright green ghosts on the Orcs and men attacking the city. After the unleashed horde mops up the battlefield,  Aragorn informs them — to the dismay of Gimli, who wants to keep them around — that their oath is fulfilled. The Oathbreakers finally fade away, their sins made up for at last.

Fulfilling their oath: The book version

In the book The Return of the King, things go quite a bit differently. After the battle of Helm's Deep, Aragorn, Legolas, and Gimli are joined by 30 of Aragorn's Ranger brethren, as well as Elrond's twin sons. Together, the group travels the Paths of the Dead where they only survive the terror thanks to Aragorn's indomitable willpower.

Once they get through the mountains, Aragorn summons the Army of the Dead to the Stone of Erech, tells them who he is, and orders them to follow him. The ghastly host rides across Gondor to the port town of Pelargir, where they proceed to wipe the floor with the Corsairs of Umbar.

Once they've destroyed Sauron's servants and captured the black fleet, Aragorn releases the entire shadow host right there and then, declaring, "Hear now the words of the Heir of Isildur! Your oath is fulfilled. Go back and trouble not the valleys ever again! Depart and be at rest!" Once the ghosts are gone, the local people gather together, board the ships, and sail off to save Minas Tirith.

A weird connection to Pirates of the Caribbean

The dramatic differences between the Army of the Dead in the books and movies extends to their appearance. In the book, they're referred to as "Shadows" and a "Shadow Host," with Legolas describing them as "shapes of Men and of horses, and pale banners like shreds of cloud, and spears like winter-thickets on a misty night." Gimli reports that they look like "a grey tide," and that he beheld "faint cries ... pale swords ... and dim horns blowing." However, he adds that he doesn't know if they actually could physically hurt anyone, since "the Dead needed no longer any weapon but fear."

So, how, then, did we end up with a glowing green ghost army in Peter Jackson's films? The answer: Pirates of the Caribbean. It turns out that the original Army of the Dead was going to look a bit more skeleton-y. In fact, they were even in the process of creating them that way, when what should come out but The Curse of the Black Pearl, dripping with bony, haggard, undead pirates. The look was so similar, they decided, mid-production, to re-do the Army of the Dead as glowing green ghosts.

Bones or specters, though, it sounds like the production team gave up on a book-accurate "Shadowy Host" right from day one, opting instead for a flashier look. That's Hollywood for you.