Editor’s note: The below contains spoilers for the first three episodes of The Lord of the Rings: The Rings of Power Season 2.

Almost two years have passed since Prime Video’s The Lord of the Rings: The Rings of Power, developed by J. D. Payne and Patrick McKay, dropped its first season — and if you only had the Season 2 premiere, which picks up exactly where the closing moments of Season 1 left off, as your reference, you might think that not much has changed for the series at all. But if the first season increasingly alluded to the fact that darkness was biding its time in returning to Middle-earth in full force, Season 2 wastes no time at all in pronouncing that the darkness is officially on the scene, even if it might still be hiding in plain sight.

While the infamous Dark Lord Sauron (Charlie Vickers) spent most of the first season in disguise as the wayward Southlander Halbrand, the closing moments confirmed the truth of his identity to the Elven warrior Galadriel (Morfydd Clark) — who had mistakenly believed Halbrand to be a new ally, rather than the enemy she’s practically spent a lifetime fighting against. Such a devastating reveal isn’t timely enough to stop the master smith Celebrimbor (Charles Edwards) from going through with the forging of the first three Rings of Power for the Elves. As Season 2 quickly reveals, however, the Rings’ creation challenges existing friendships and connections, threatening to drive more than one character apart from those they hold dear, as Galadriel and Elrond (Robert Aramayo) are forced to discover. In the mountains of Khazad-dûm, Prince Durin (Owain Arthur) faces the prospect of potentially having to serve as a voice of dissent against his own father, the king (Peter Mullan), while the Silvan Elf Arondir (Ismael Cruz Córdova) grieves an unexpected loss in the aftermath of Mount Doom’s eruption and the resulting creation of Mordor.

Back in June, way before The Rings of Power’s Season 2 premiere, Collider sat down for long-ranging conversations with the showrunners, McKay and Payne, as well as Vickers, Clark, Aramayo, Arthur, and Córdova, to break down some of the biggest changes for their characters this season as well as some of the most pivotal moments from the first three episodes.

‘The Rings of Power’ Showrunners and Cast Detail Their Biggest Changes Between Seasons
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In terms of adjustments behind the scenes, The Rings of Power did make at least one major shift in picking up production and moving from New Zealand to the UK for the filming of Season 2, a move which Aramayo admitted contributed to “a change of pace and a different perspective.” But does the actor feel any more confident about inhabiting the character of Elrond, now that he has two seasons in the role under his belt? “No, absolutely not,” Aramayo admitted, with a laugh. “I feel the full weight of playing this character every time I play him.” Even with that intimidation factor, however, the actor behind Elrond did admit to at least one step in the overall process that’s improved: “The ears are a lot easier, I suppose.”

Aramayo added that the undertaking of donning his pointed ears for Season 2 was expedited solely based on the fact that there were two prosthetics artists assigned to apply them, which cut down on the amount of time he and other Elves had to spend in the chair. One newcomer to that process this season? Charlie Vickers, whose Sauron adopts the vastly different disguise of Annatar, Lord of Gifts, in order to manipulate Celebrimbor into making more Rings of Power — starting with the Dwarves. While Vickers was quick to praise the “level of craftsmanship” that went into making the Elf ears he wore for Season 2, he admitted their application involved spending at least an hour and a half in a chair. “That was the biggest difference, being exposed to that world. All the other elves are sitting there, and they’re like, ‘Oh, we’re used to this. Welcome to our world.'”

For others, like Arthur, stepping back into prosthetics and costume and back on set felt like coming home. The actor behind Durin admitted that he didn’t find any additional pressure when returning for a second season, even though it still takes a little more transformation work for him to become the Dwarven prince. With as many details that are required to turn Arthur into Durin, it turns out that a very specific component is needed for him to feel fully settled into the character: “My beard comes in a lot of pieces. I get the nose and the ears put on first, and then the wig goes on, and then the beard starts, and that’s when the glue comes out, and it’s quite intrusive. But I have two pieces — nose cones, we call them. I’ve got everything on, and until those two bits go on, I’ve not done it, but once that goes on, it’s like, ‘There he is!'”

‘The Rings of Power’ Season 2 Is Personal for More Than One Character

Fun cast makeup anecdotes aside, The Rings of Power Season 2 strikes a distinctly darker tone than its predecessor, and that’s intentional, according to the showrunners. “In Season 1, Sauron is in the shadows. In Season 2, he’s out in the open, or at least he’s Annatar in Season 2, so the audience is aware of who he is and at least some of what he’s playing at,” says McKay. “Really, if Season 1 is all about bringing people back to Middle-earth and introducing you to our heroes, Season 2 is all about our villains, and primarily our villain.”

While the stakes for Middle-earth at large are certainly great, Season 2 also sees more than one character in The Rings of Power grappling with more personal dilemmas, including Sauron himself, who seemingly skulked away from Eregion after offering to raise Galadriel to a position of power at his side — and soundly being met with rejection. Yet, as Vickers observes, it doesn’t seem as though Sauron is going to take no for an answer, or at least may be hoping to coax and cajole his way into the opportunity for a yes from someone he shares a “cosmic connection” with — and the actor understands why the connection between his character and Galadriel, in particular, may have been interpreted as romantic by some viewers.

“That wasn’t something we were intentionally doing, but through their shared history, through different ways, they were able to connect more so than they would have connected with other people. It meant that it obviously culminated in this proposal, for want of a better word — not a proposal of marriage, although kind of,” Vickers concedes. Does the significance of the characters’ connection come back into play for Sauron’s overall journey in Season 2? “It can’t be underestimated, the impact [Galadriel] has on him,” Vickers says. “His getting rejected definitely leaves him with this sour taste in his mouth, and he goes away thinking, ‘I can make this right.’ Whatever that means to him. That’s one of his throughlines, in terms of his motivation or goals for this second season, is how much he’s driven and how much this relationship gives him a sense of purpose.”

For Clark, who relished the continued opportunity to initially play “a Cassandra-like character who doesn’t get believed,” Season 2 finds a Galadriel who is deeply changed because of what played out between her and Sauron. “She’s been made aware, first of all, that she has the capacity to be very bad and dark, but also that she’s very vulnerable because she got taken advantage of,” Clark elaborates. “She is trying to get a concept of who she actually is — because we always think she is a myth and a legend, and she’s not behaved accordingly. Her sense of self is pretty shattered. Then, unfortunately, the biggest, baddest evil has risen, so she doesn’t have much time to process that. Before, she was running away from any connection, and now she’s reaching out for understanding and hope.”

Galadriel might be seeking consideration from others, but the fact that she’s withheld one of the most important secrets in Middle-earth — if not the most important one, at this point — leads to a conflict with one of her longest, deepest friends, especially because Elrond isn’t operating with all the pieces he needs to understand what’s going on. “He hasn’t made all the jumps to the Dark Lord,” Aramayo points out, “which is what leads to the big, dramatic introduction in the second season. He definitely is of the mindset that if Sauron has been anywhere near anything that [they’ve] created, then it’s tarnished and evil. He doesn’t underestimate the manipulative ability, the power that Sauron has. He just does not underestimate it. So, that leads him to a series of choices that are uncomfortable for him to make.”

A significant portion of Arondir’s arc in Season 2 is also defined by personal loss, now that he’s lost someone deeply important to him — Bronwyn (Nazanin Boniadi), a human healer who sadly succumbed to her injuries from an Orc arrow off-screen. (Between seasons, Boniadi had previously confirmed she would not be returning to The Rings of Power, around the time she announced she would also be taking a break from acting in favor of activism work.) When we’re first reunited with Arondir in the middle of an epic stunt sequence (which Córdova confirms took only three takes coordinated between his performance and his stunt double, Anton Simpson-Tiddy), the character is already fighting in a much different way. “There’s much more emotion, there’s rage, and there’s even a questionable kill that he does in that moment,” Córdova points out. “In the first season, you see [him] start out with more hope, but in this one, you see [him] start out with despair.”

Why Does ‘The Rings of Power’ Season 2 Open With That Sauron Flashback?
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Before The Rings of Power Season 2 even propels us into the present, the beginning of the first episode acts as what McKay and Payne describe as a “prologue,” jumping back in time to explore the origins of the series’ evil with even more added context. In the opening scenes of Season 2, Sauron also has a very different appearance, portrayed by Jack Lowden (Slow Horses), but it’s also relatively short-lived, as he’s seemingly murdered at his intended coronation by Adar (Sam Hazeldine taking over from Joseph Mawle in Season 2) and his loyal army of Orcs. So how did Sauron ultimately end up looking like Halbrand? How did he get to the Sundering Seas and that raft with Galadriel in Season 1? Perhaps most importantly, where did the enmity between him and Adar come from? It turns out that, for a good chunk of the beginning of J.R.R. Tolkien’s Second Age (we’re talking multiple centuries), Sauron’s whereabouts were relatively unknown, leaving The Rings of Power’s showrunners with an opportunity to try to fill the gaps at the beginning of what McKay refers to as the “season of Sauron.”

“This is one possible answer to that question,” Payne says. “He would be the natural successor to Morgoth, and then maybe something like this could have happened. It ultimately, dramatically, brings him low, literally to the bowels of Middle-earth, to be a creature of black goo. You almost are tricked into feeling sorry for him as he’s pitifully, laboriously climbing up that hill. You watch his ascent, and then, really, the entire season is going to be the ascent of Sauron. So we’re bringing you on board with what his journey is going to be about as he now starts to deceive, gaslight, and manipulate his way into power.”

Reillustrating some of those initial moments of Season 1 through Sauron’s eyes was also meant to be a “reset for the audience,” according to McKay, leading up to the character’s initial meeting with Galadriel on the raft. “You’ve seen how low he was brought, and you’ve seen the source of his rage and his ambition. You’ve seen the aspiration to maybe do good, but also always looking for an opportunity. Then, when he meets her, hopefully you, in your mind, re-watch all of Season 1 from the perspective of that guy now knowing what you know about where he’s coming from, and it might cast the entire story in a very different light.”

While Vickers may have had to film some of those crucial Season 1 moments again, the same couldn’t be said for Clark — who confesses that she was grateful she didn’t have to return to the water to recreate her portion of their Sundering Seas meet-cute. “Swimming in that long wool tunic was the most tiring thing I’ve ever done — more tiring than any of the stunts. It was unbelievably tiring. It was probably the fittest I’ve ever been, when I was doing that scene. But no, because it was from [Sauron]’s perspective, it was only [Charlie].”

Why Are Galadriel and Elrond At Odds Over the Rings of Power?
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While the creation of the first three Rings of Power may have been a long-awaited moment for viewers, their introduction brings with it a wave of new problems — chief among them an evolving conflict between Galadriel and Elrond. As Payne notes, “Their disagreement and the breach of trust that’s led to them being at loggerheads is one of the core stories this season.” Unfortunately, as Clark points out, this clash couldn’t be happening at a worse time for her character: “She’s ready, actually, to listen to others. She’s learned because she didn’t listen to them before, and it’s all gone a bit all over the place. But she’s also seen this awful darkness and knows that they have to try everything.” That includes encouraging the Elves, including High King Gil-galad (Benjamin Walker), to use the Rings’ power to their advantage, with the ultimate goal being Sauron’s defeat. Her plan, however, is one that Elrond stands in direct opposition to — but, as The Rings of Power’s showrunners argue, each of them is making a valid point, especially since they don’t really know the full extent of what these Rings can do.

“We have the benefit of knowing and watching thousands of years later and having seen what the various Rings can do; the Elves don’t,” McKay points out. “For them, these events are unfolding in real-time, so they don’t really know exactly what powers these Rings have, how much they’re completely for the good, or how much they may have been tainted.” Payne adds that the disagreement between these characters isn’t going to be resolved within the span of an episode (or three), but Elrond and Galadriel’s journey this season is more about “hopefully [finding] common ground and maybe [getting] to the bottom of what’s really going on here.”

For Clark and Aramayo, the Episode 2 conversation between their characters in Círdan’s (Ben Daniels) boat house was pivotal for more than one reason; Aramayo notes there were “many things at play” in that scene when it came time for the actors to feel through the intricacies of the moment, especially since Elrond is trying to distract Galadriel from learning about the Rings’ whereabouts. “I feel whenever Elrond and Galadriel meet, it’s always a big growth moment for Galadriel because he can see her,” Clark says. “That scene, where he rejects her, that’s one of the biggest prices of what’s happened. The biggest price is, obviously, the danger Middle-earth is in, but on a personal level, that’s devastating. She knows that she might never ever get him back, but also that she’s got to keep trying, that her pride can’t get in the way anymore — because the pitch is bigger than her.”

As for Elrond, Aramayo says his character’s own biggest conflict lies between how deeply he cares for Galadriel and the risky decisions she’s made. “Whilst he doesn’t underestimate Sauron’s power, he also doesn’t underestimate Galadriel either. He understands her worth, her value, and her instinct and power. He loves her, as well. So, he’s got conflict — not with her decision-making, perhaps, although that is definitely true,” Aramayo muses. “When it gets so complex with Galadriel, it’s so challenging because of how he feels about her.”

Owain Arthur Teases What’s in Store for the Dwarves in ‘The Rings of Power’ Season 2
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Now that the first three Rings of Power have been crafted for the Elves, you’d think the work would stop there, right? Wrong. As Season 2 illustrates, Sauron-as-Annatar has his sights set on nudging Celebrimbor into making even more Rings — starting with seven more to be gifted to the Elves’ allies, the Dwarves. Inviting Durin and Disa (Sophia Nomvete) to Eregion to make his proposal doesn’t earn Sauron the reaction he expects; Durin is immediately suspicious of Annatar, an Elf he’s never seen before, asking to be supplied with more mithril, a precious metal that can only be mined from within the Dwarven mountains of Khazad-dûm. That said, Arthur understands why mistrust continues to linger between the Elves and the Dwarves, despite the strong friendship that exists between Elrond and Durin — which became a fan-favorite dynamic and one of the standouts of Season 1.

“People are scared of anything that’s different,” Arthur explains. “‘If their education was different to ours, then I don’t understand that, and therefore, I’m dubious of it.’ If you don’t understand something, you don’t trust it, and it’s a very narrow-minded way to live life. That’s why the Elves and the Dwarves are dubious of each other. They mistrust each other because it’s different. Which makes Elrond and Durin’s friendship even more special. Durin’s closer to Elrond than he is many Dwarves.”

That mistrust could certainly stem from the level of pride inherent in many Dwarves, which makes Durin’s biggest challenge — being disowned by his own father and stripped of his royal title — that much more personal, tying back to the overall theme of Season 2. “To have that pride taken away from you, literally stripped away from you, is a big hit. It puts you in a vulnerable state, and that’s where we see Durin in the beginning of Season 2 — he’s vulnerable,” Arthur says, before adding that his character’s biggest evolution involves the “journey of self-discovery” he embarks on after losing everything.

Despite what’s playing out in Middle-earth at large, Durin’s biggest conflict this season also happens to live closer to home, especially once his father, King Durin, agrees to give Annatar the mithril required to forge more Rings of Power. The Dwarves have already been plunged into darkness once so far in Season 2 — quite literally, when an earthquake caused by the eruption of Mount Doom causes several of Khazad-dûm’s sun shafts to cave in — but is their future already hanging in the balance? “There’s a huge threat that comes to Middle-earth and very quickly, we do have to set aside our distances,” Arthur says, before foreshadowing what’s to come for father and son. “But very quickly, that connection separates and gets further and further.”

“King Durin III is a wise Dwarven king who has done a great job of ruling his kingdom, but he’s going to face an existential crisis. It’s the Dwarven version of what the Elves have faced in Season 1,” Payne teases. “Because the eruption of Mount Doom has shifted the bones of the earth and caused the Dwarven light shafts to collapse, the Dwarves are facing a situation where they have no ability to grow food, and are facing big problems. Then along comes Annatar, presenting a solution with the Rings, and we’re going to see what happens when even noble and virtuous kings come in contact with the corrupting influence of the Rings that Sauron offers.”

What Lies Ahead for Middle-earth in ‘The Rings of Power’ Season 2?

Arguably, part of Season 1 of The Rings of Power was about playing with the mystery of which character might actually be Sauron in disguise, but the showrunners aren’t interested in playing a similar guessing game with the audience this time around. “We’re really not about gamesmanship, or being tricksy for tricksy’s sake,” says Payne. “What we are about is trying to have each season have its own flavor and its own journey that is distinct.” In order for Season 1’s biggest deception to be effective, however, that required the show’s writers to exercise a little more restraint when timing the finale’s Sauron reveal. “To keep him in a box until just the last few minutes of Season 1 took a lot of discipline, but it also allows us to reap the rewards in Season 2 — where now he’s out, he’s unleashed, and he’s making things happen in every direction, everywhere he walks.”

Unlike Season 1, a large portion of Sauron’s story this time around won’t be in Galadriel’s company; the Dark Lord has presented himself to the Elven-smith Celebrimbor as a useful tool from the Valar, which gave Vickers and Edwards a chance to finally work together at length. “We were in a room for the whole season just talking,” Vickers says. “It’s kind of like a psychological drama — at least their scenes.” This new dynamic for the series, which kicks off with Sauron’s transformation into Annatar in a moment that feels ripped right out of a horror movie, is echoed by McKay, who confirms that the storyline in Eregion is going to play out like a “psychological thriller” this season. “You’re watching Sauron pick apart the sanity of one of the greatest minds in all Elvendom with Celebrimbor,” the showrunner adds. “We talk about a sort of gaslighting, as he’s slowly manipulating and tormenting Celebrimbor to the point of losing his mind.”

That ongoing dichotomy between good and evil, McKay notes, is one of the biggest themes of Tolkien’s writing — “but the drama, we feel, really comes from where they cross paths.” That collision will no doubt lead to some surprising moments, particularly for Elrond, who finds himself taking up more of a militaristic role this season, which has already been revealed via trailers, purely out of necessity’s sake. “Circumstances are going to drive Elrond into becoming a warrior rather than him electing to become a warrior,” Aramayo teases, “because Elrond is about his heart, his emotions, his relationships, stuff like that. It’s not his ambition; it’s only when needs must.”

Elrond won’t be the only character pushed deeper into the fight against evil, either; Clark confirms that Galadriel will have her own action-packed moments, even if the deeper reason for her fight has changed. “In the first season, she thought that she was fighting for Middle-earth, but actually, she was kind of glory hunting. Now, she truly would surrender everything to save Middle-earth.” While Galadriel may have initially been defeated by Sauron’s betrayal, Clark adds that the Elven warrior is more than capable of getting back up again — and in the end, that may make her even more of a threat to Middle-earth’s greatest evil. “She can see beyond her grief and see the bigger picture, and that’s actually more dangerous for Sauron.”

The Lord of the Rings: The Rings of Power Season 2 is available to stream on Prime Video in the U.S., with new episodes premiering Thursdays.

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