Editor’s note: The below recap contains spoilers for The Lord of the Rings: The Rings of Power Season 2 Episode 3.

Ah good, so we remembered Númenor and the people of the Southlands exist. After two episodes spent mostly with the Elves, and occasionally with the Dwarves, Harfoots, and Wizards, The Lord of the Rings: The Rings of Power Season 2 circles back to the rest of the story, and with those left hanging after the battle for the Southlands failed miserably.

Episode 3, “The Eagle and the Scepter,” opens with a flashback of Elendil (Lloyd Owen) trying to bring Isildur’s (Maxim Baldry) horse Berek home to Númenor with them before setting the grieving creature free. The horse rides back to where he last saw his master but is set upon instead by Orcs. He puts up an impressive fight and flees into the Black Forest, where even the Orcs don’t dare follow, as nothing comes out of there alive. Why is that? Well, the giant spiderweb encasing Isildur might have something to do with that.

It’s at this point I thanked my lucky stars I don’t have severe arachnophobia, as “little” spiders — read: dinner plate-sized — start hatching out of eggs all around the cave Isildur is in. Berek flees on Isildur’s orders, and the other spiders flee soon after when a larger threat emerges. You know her, you love her, it’s Shelob! He fights her off long enough to hop on Berek and flee the den.

Númenor Grieves the Lost in ‘The Rings of Power’ Season 2 Episode 3
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Across the sea in Númenor, Elendil is preoccupied with the death of the king, but his daughter Eärien (Ema Horvath) chastises him for being more able to grieve the king than he is able to grieve his son. She tells Elendil there’s no need for him to blame himself, as she feels the blame lies elsewhere. He doesn’t manage to get a conclusive answer out of her before Queen Miriel (Cynthia Addai-Robinson) arrives for the funeral with her cousin Pharazôn (Trystan Gravelle), who, despite the somber occasion, is already grandstanding with visiting nobles. Miriel has more immediate concerns, as a grieving mother accosts her on the dais, angry and hurt at having no body to mourn. Before Elendil can intervene, Miriel asks the woman whom she lost, and embraces her, giving her a chance to cry out her pain. Miriel’s empathy serves her well now, but will it hold as her official reign over Númenor begins on such shaky ground?

In the king’s old chambers, Miriel is approached by Pharazôn as she looks through her father’s belongings. A heavy bangle draws her attention, and her need to conceal it draws Pharazôn’s. She dons it before he realizes what she’s been looking at, and he reveals his purpose in seeking her out: she needs to settle on a color to wear to her coronation. He offers her white to represent the past of Númenor, or red to symbolize the future. Now, if it were me, I would go for some combination of the two to prove a point, but what will Miriel choose? She tells him that she will wear white, as her father did, as his outfit is the only detail from the day she can remember, other than the fact that an eagle also appeared during the proceedings. The presence of an eagle would be auspicious, Pharazôn tells her, and that makes up her mind to stick to tradition. Pharazôn says he prefers the red to mark the arrival of a new ruler, but she’s determined to stick to her guns.

Pharazôn heads to the pub, where he’s joined by Eärien, Kemen (Leon Wadham) and Lord Belzagar (Will Keen), where Kemen loudly opines that because the queen is now blind, she’s no longer fit to rule. Belzegar agrees and reminds Pharazôn that they nearly chose him to rule instead, with many believing his claim to the throne to be stronger, especially in light of the failed battle. When Pharazôn says that “many” isn’t enough, Eärien suggests she might have a way to increase the numbers of those who could change their minds.

Isildur’s friend Valandil (Alex Tarrant) interrupts the conspiratorial meeting, angry that they’re all sitting there and conspiring against Miriel while none of them faced the danger that the rest of them did in the Southlands. He reminds them, Kemen in particular, that he was there when Kemen was not, that Miriel’s infirmity was partially caused by her trying to save Isildur — and Eärien has the grace to look momentarily ashamed — and then warns Kemen not to disrespect the queen, or he’ll have to answer to Valandil. Eärien’s shame doesn’t last long, as she reveals to the company that she found something dangerous and forbidden, something we see Miriel looking for using the bangle she took from her father — which turns out to also be a key to his tower. That something in question? The palantir, which is also no longer resting on its stand.

Middle-earth Prepares for War in ‘The Rings of Power’ Season 2 Episode 3
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Across the sea, Adar (Sam Hazeldine) has his Orcs prepare for war against Sauron, telling a concerned Orc they’ll never truly be safe while he still lives, despite the relative safety they live in now. While the Lord of the Rings film series never really showed the Orcs as having any purpose beyond serving Sauron and Saruman, Rings of Power gives them an extra layer of humanity, as the Orc expressing his concerns to Adar leaves the conversation to go back and check on his family, which includes a partner and a baby. A skull-toting troll then lumbers his way into their camp, also seeking Sauron.

Over in Eregion, Durin (Owain Arthur) and Disa (Sophia Nomvete) have taken Celebrimbor (Charles Edwards) up on his invitation to visit. He lays his offer out for the pair of them, which is to create rings for the Dwarf-lords to aid in their struggles, explaining the power contained therein could help them heal the mountain. The pair piece together that mithril is needed to make the rings, and Celebrimbor offers to make them in exchange for the precious ore.

Durin is hesitant to take the matter to his father, King Durin (Peter Mullan) as the two are still not speaking, but Annatar (Charlie Vickers) reminds them that this deal will benefit their kingdom hugely, and could help mend the rift. While he’s technically right, I feel like being the cause of the problem and then offering to sell the solution, at whatever price, is considered racketeering. Durin is hesitant to make a deal without Elrond’s input, and Annatar lays the praise on just thick enough that it raises the Dwarf’s suspicions. Wanting to stop a fight before it starts, Disa asks for some time to consider, which Celebrimbor grants against Annatar’s wishes.

As soon as they leave, Disa insists that Durin needs to tell his father about the plan or she will do it for him, because however strange the solution to their problems may be, they’re not in a position to turn the solution down. Back in the forge, Annatar tells Celebrimbor that Gil-galad (Benjamin Walker) has forbidden the making of more rings, believing the Dwarves unworthy of their power. Lies, of course, as that’s hardly his reasoning, but that’s enough to spur Celebrimbor into action. He tells Annatar he will write to the High King to congratulate him on how well the rings worked and inform him that the forge is closing. After all, what’s a little lie in service of being able to complete your life’s work?

Down in Khazad-dûm, Narvi (Kevin Eldon), the King’s aide, tells him the people want to petition him to open the grain reserves, which will stretch for a few months at most. But instead of meeting with the merchants about the petition, he is instead joined by Prince Durin, who has arrived to present Celebrimbor’s offer to him. Beyond that, Durin at long last offers his father an apology too, one that the King accepts without actually accepting it. Before the king leaves, Durin confides that he doesn’t trust the power they’re being offered.

Isildur and Arondir Reunite in ‘Rings of Power’ Season 2 Episode 3
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Back in the wasteland formerly known as the Southlands, Isildur and Berek travel on, stopping in a marsh where the pools are full of dead bodies — the same Dead Marshes fans will recognize from The Two Towers, now with the added dimension of knowing how those bodies got there in the first place. Isildur isn’t alone for long, as he leaves the marshes to find an overturned cart surrounded by dead humans and horses, and a single surviving woman, Estrid (Nia Towle), who mistakes him for an Orc and stabs him in the thigh. She recognizes him as being from Númenor, and when he tells her he’s headed for the coast, she tells him the boats have already left, as she’d already gone there in search of her betrothed. She offers him a map that points to an old Númenorian settlement, where Isildur believes everyone might have gone.

The two come upon a dying man who was attacked by Orcs. The man turns out to be part of a ruse to get them to linger so they can be robbed, but before they can do much more than rough them up, they’re saved by Arondir (Ismael Cruz Cordova) passing by on an errand. He advises them to head down to Pelargir, the settlement, rather than trying to pursue the wildmen to get Berek back, but doesn’t linger to convince them, as he has pressing matters of his own.

The matter in question? Bronwyn’s (Nazanin Boniadi) funeral. Bronwyn was, from the beginning, one of my favorite characters on the series, equal parts tough and gentle, a natural leader, and the kind of forbidden romance arc that made my romantic heart flutter. But with Boniadi mostly stepping away from acting in favor of advocacy work — particularly with the Woman Life Freedom movement in Iran, which, as an Iranian woman in the diaspora, I am endlessly grateful for — it makes sense that her character would be written out in this way. It doesn’t mean I’m not sad to see her go, or that I’m not going to miss her, but I do understand why she chose to leave.

Arondir lights the pyre with the help of Bronwyn’s son, Theo (Tyroe Muhafidin), who is reluctant to accept comfort from the Elf. The next day, Theo patches up Isildur’s thigh, taking up what his mother taught him about healing before she passed. Isildur asks what happened to her, and Arondir blames himself for what happened, telling him that the Orc arrow that struck her caused an infection she couldn’t fight off, though they thought they’d gotten all the poison out. Before he leaves, he assures Isildur that he’ll make it back to his family in Númenor one day, which is a step too far for the grieving Theo.

Outside, Arondir tells Theo the village is lucky to have a healer like him, though he doesn’t want to accept the title, maintaining it still belongs to his mother. Arondir tries to convince Theo to not let his anger and pain eat him up, because that kind of pain is draining, but Theo firmly puts Arondir in his place, telling him he’s not his father, and with Bronwyn gone, they don’t need to maintain any sort of relationship anymore. Isildur finds Theo sulking by an old aqueduct, and though the two are just making casual conversation, Isildur invites Theo to come to Númenor to see the impressive architecture someday. I mention this only because, with Theo so adrift, it would be interesting to see him leave Middle-earth to find new purpose in Númenor one day, or even to realize he’d rather go back. As it stands, though, the teen is feeling reckless, and tells Isildur to meet him by the aqueduct that night if he wants to go get Berek back.

Isildur next comes across Estrid sitting by a fire, stewing in her survivor’s guilt now that there’s no sign of her betrothed. Isildur chooses that moment to share that he lost his mother when he was 10 when she drowned pulling him out of a riptide, but that no one else back home knows what happened to her, as he just told everyone she drowned. Instead, he carries the weight of that truth with him, and Estrid tells him to look at that as a gift his mother gave, rather than a burden. Their conversation moves Theo, who’s listening in the shadows, but he soon interrupts so the two of them can go rescue Berek.

No sooner do they leave than Estrid returns to what she was doing before they found her: heating up her knife so she can burn Sauron’s — now Adar’s — brand off the back of her neck. At the wildmen’s camp, Theo sneaks in pretending to be loyal to Adar long enough for Isildur to sneak off with Berek. But as soon as they succeed, the camp is ambushed, causing Theo to flee… and run straight into an unknown presence. He calls out to Isildur, but is snatched up by the time the Númenorean hears him.

Miriel’s Coronation Has an Unexpected Guest in ‘The Rings of Power’ Season 2 Episode 3
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Back in Númenor, it’s finally Miriel’s coronation day, and as planned, she arrives in an ornate white gown. For his part, Pharazôn appears in the red he suggested she wear. Just as the proceedings are getting underway, voices in the crowd call out to condemn the choice of Queen. Miriel invites the people to grieve, telling them she shares in it with them, and asks the people to ask themselves who motivates them to speak out. Eärien says she speaks out for her brother, revealing that she found the palantir at the old king’s direction, and that Miriel has sought its counsel.

Eärien tosses the stone down the stairs into the crowd, and Pharazôn orders it destroyed to gauge Miriel’s reaction. When she proclaims they need the palantir to guide them, Elendil tries to grab it, and all hell breaks loose, as the crowd surrounds both Elendil and the Queen. The chaos is brought to an end when an eagle arrives and appears to favor Pharazôn, at least according to the chanting of the crowd — though had chaos not reigned, who knows if it would have appeared for Miriel instead. With the support of the people, Pharazôn assumes leadership of Númenor.

The mega-sized Rings of Power Season 2 premiere comes to an end with Annatar and Celebrimbor forging more rings, with King Durin, Prince Durin, and Disa in attendance and bearing mithril as promised. Talk about action-packed! At the very least, we’re now caught up with all the existing characters, with the ball well and truly rolling as we head into the rest of the season.

The first three episodes of The Lord of the Rings: The Rings of Power are streaming now on Prime Video.

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