J.R.R. Tolkien’s massive amount of lore and worldbuilding for Arda bred the creation of some truly larger-than-life villains. From massive arachnids and mountain-sized dragons to insidiously brilliant shape-shifters, undead kings, and corrupted wizards, Middle-earth is a place that is never safe from the pending doom of the Dark Lords and their infernal monsters.

Unfortunately, it’s not often that all the villains within Tolkien’s world are assessed together, but are rather critiqued among those only in The Hobbit and The Lord of the Rings books and films. Therefore, all villains from Tolkien’s epic mythology are fair game, leaving some hearty competition and deeper critique about why their infamy and motivations make them the terrifying villains that they are.

10Shelob’s Chilling Ancestry Makes Her Sauron’s Favorite Pet

Since Shelob’s mother, Ungoliant was seemingly born from the Darkness, the Light of Elendil served as an effective ward that could temporarily blind Shelob in her fight with Sam.
Although born directly on Arda, Shelob is still considered half-spider and half-demon given her mother’s more powerful ancestry.

Those with arachnophobia beware, for in the caves that lead into Mordor lies the lair of a horrible creature who feasts indiscriminately on anyone who dares to enter her domain. However, Shelob isn’t just a massive spider. Shelob is the last and greatest child of Ungoliant, a massive primordial demon-spider.

Shelob was so effective as a guard of the pass of Cirith Ungol that Sauron saw her somewhat fondly as his “cat” and would sometimes feed her prisoners to sustain her hunger. Luckily, Frodo and Sam were armed with the Light of Elendil whilst fighting her, or the fight with this monstrosity may have ended in tragedy.

9Smaug Became The Modern Personification Of Greed

Smaug held dominion over the Lonely Mountain for 171 years.
Before taking over the Lonely Mountain, Smaug had flown from the Grey Mountains in the North.

The classic definition of greed, malice, and power personified as the mythic form of a dragon, Smaug built the image of a hoard-coveting dragon within the modern fantasy imagination. This idea inspired books, games, and movies throughout the fantasy genre. Covetous of every piece of treasure within “his mountain”, Smaug is a boiling pot of wrath waiting to overflow throughout the Hobbit book and films.

Able to speak, plot, and rain blazing terror among the people of Dale and Lake-town, Smaug’s size was also enough to level several blocks of Lake-town upon his defeat. Even though there were other, much bigger great dragons in Middle-earth, Smaug was considered the very last of them to survive until his death by Bard’s arrow.

8The Gluttonous Ungoliant Ate Her Way To Power

After her defeat by the Balrogs, Ungoliant fled to Ered Gorgoroth and bred with spiders there.
Her cause of death is unknown but suspected in The Silmarillion that she may have consumed herself.

The massive mother of Shelob, Ungoliant, was a great primordial spider and was the very first of her kind in Arda. Originally, she was an ally to Melkor, but not much else is known about her creation or origins other than she appeared from the Darkness when Melkor became envious of Arda’s beauty.

Ungoliant’s time with Melkor led to the great sapping of The Two Trees of Valinor. Ungoliant was tasked with sucking out the sap from the trees and poisoning them, ultimately killing them. The sapping of Valinor’s powerful trees made Ungoliant’s size even larger, so much so that even Melkor became afraid of her. Her epic hunger and greed eventually led to her turning on Melkor and demanding the silmarils from him. Only the power of his Balrogs was enough to defeat her and make her retreat back into the shadows.

7Durin’s Bane Could Only Be Defeated By A Fellow Maiar

This Balrog, like all Balrogs, originated from Maiar spirits, who were alive long before the formation of Arda.
The films overblow the Balrog’s size, but in the books, they are only slightly larger and taller than a man.

Durin’s Bane was the Balrog awakened by Durin and became the killer of Gandalf the Grey, whose magnificent and terrifying presence blazed across screens worldwide during The Lord of the Rings: The Fellowship of the Ring and The Two Towers. Created by Morgoth through the corruption of one of the Maiar spirits turned to Morgoth’s Darkness, he would go on to be a loyal servant to Morgoth before lying dormant within the mountains.

Upon being awakened by the greedy mining of Durin VI’s Dwarves, this Balrog would finally receive his infamous name raze Khazad-dûm, and take it for his own. By the time of The Fellowship of the Ring, Durin’s Bane would become the ultimate roadblock for the fellowship on their way to Mordor. He was so profoundly powerful that Durin’s Bane needed to be fought by the Maiar Gandalf the Grey for ten days before they both slew one another.

6Ancalagon’s Mountain-Sized Form Casts A Shadow On All Of Arda’s Biggest Monsters

Dragons in Tolkien’s Arda are more often referred to as Fire-drakes.
Ancalagon’s name is Sindarin for “Rushing Jaws.”

Although Smaug is the only dragon seen on screen in the current Lord of the Rings films, he isn’t the largest or most powerful of them. When it comes to size, it is said Ancalagon was as big as a mountain, whereas Smaug resided inside of one. This is just a referential taste of how dangerous and terrifying Ancalagon was. This titanic black dragon terrorized the First Age during The War of Wrath.

Despite his wild size and ability to reign terror, Ancalagon was no match for The Eagles of Manwë and the Half-elf hero Eärendil, and after a day of epic battle, Ancalagon and the fire-drakes were defeated. Ancalagon’s fall upon the mountain caused so much destruction that it destroyed entire volcanoes. The fall of Ancalagon is also a marker of Morgoth’s last resistance.

5Khamûl Is The Second-Most Powerful Nazgûl Among The Nine

The Easterlings were a culture of men originating from the Eastern lands of Rhûn.
It is said the two Maiar known as the Blue Wizards were said to have ventured here and in the South to thwart Sauron’s influence.

With so many villains large in size, motivated by greed and hunger to give them a nearly endless thirst to destroy, the insidiousness of Sauron’s creation of The Rings of Power created unmatched foes to counter even some of the greatest heroes of Middle-earth. It is nearly impossible to kill those who walk the ethereal path between life and death, and because of that, two of the most powerful Nazgûl deserve spots in the top half. Khamûl was originally an Easterling leader of men who became an influential Lieutenant in Sauron’s early plots against the alliance of Men and Elves.

Sauron granted him one of the nine rings and, with its power granting him victory and amassing numbers, also came his decline from man to ring wraith. Shortly after the Witch King’s demise, Khamûl became the new leader of the nine. Although Khamûl saw many losses during this time, his relentless leadership against Lothlórien, Mirkwood, and Rohan is impressive and was important to thwart off forces that may have aided Gondor and Rohan at the Black Gates. It was finally Thranduil that would defeat Khamûl and his forces finally.

4Saruman Is Middle-earth’s Own Mad Scientist

Saruman is one of the Maiar who was sent to Middle-earth to thwart the threat of Sauron once and for all.
He was also part of the White Council which was originally aimed at opposing Sauron.

Saruman was the ultimate foil to Gandalf’s world-saving plans once he betrayed him and allied with Sauron. Being one of the great Maiar himself, Saruman The White’s slow descent into power-mongering greed led him to manipulate his way into controlling Isengard and eventually turning it into a second base of operations where he would breed great armies for Sauron and rally the Dunlendings to harass Rohan alongside the Uruk-hai.

Able to master the weather, use animals as spies, and create the world’s first black powder, Saruman was Middle-earth’s version of a mad scientist villain. His vast knowledge and vicarious control of the Palantir through Sauron made him one of Sauron’s most profound allies. Unfortunately, his great manipulations would eventually be the end of him once one of his cronies, Grima Wormtongue, slits his throat.

3The Witch-king of Angmar Is A Proudly Terrifying Leader

The Witch-king ruled over his domains from 1300-1975 of the Third Age.
He was voiced by two actors. Andy Serkis did the voice for Fellowship of the Ring and John Stevenson took over in Return of the King.

Undead and proud of it, The Witch-king of Angmar, leader of the Nazgûl, has been Sauron’s greatest and most terrifying general in The Lord of the Rings. His menacing presence in The Lord of the Rings films and his equally relentless power in the books make him feel like some of the inspiration for Star Wars‘ biggest right-hand villain, Darth Vader. The Witch-king of Angmar’s descent into his wraith form bears no previous answers to his origins other than he may have been one of the first of three lords of Númenor who fell to the power of the nine rings.

However, he became so profoundly powerful among Sauron’s generals that he founded and reined over the realm of Angmar for almost 700 years until the three states of Arnor were retaken, which led to his move to conquer Minas Ithil and building upon it to create his citadel of Minas Morgul. With weapons like the morgul blade which can turn others into wraiths, his flaming sword, and massive mace, not to mention his fell beast mount, the witch-king was a terror on the battlefield whose only way to die was by an Elvish prophecy.

2Melkor/Morgoth Was The Original Dark Lord

Melkor is Quenya for “He who arises in might.”
Morgoth is Sindarin for “Black Foe of the World.”

The rebel Valar and the first Dark Lord of Tolkien’s world is difficult to match when it comes to his undeniable power and malice, which helps him manifest dissent and conquest throughout the early centuries of Tolkien’s world. Melkor hungered to covet all of Arda for himself and his designs and wished to spite his fellow Ainur who cast him out by corrupting all they had created and descending the world into darkness.

From stealing the Silmarils to destroying the two lamps and trees of the Valar, Melkor was dead-set on building a reign of terror and creating the worst version of Arda he could carve out for himself. Employing the help of Sauron, self-made Balrogs, fire-drakes, and tempting Ungoliant into his service to destroy The Two Trees, Melkor was a dark force of nature that was nearly impossible to smother. Unfortunately, his open hatred and ambition made it easy for his enemies to rally against him in defense, but he is not without his savage victories.

1Sauron Learned And Improved Upon The Mistakes Of Melkor With Insidious Plots

Sauron’s original name was Mairon and was created by Eru to be good and trustworthy, but he grew to love order and perfection, which devolved into selfish ambitions and a turn to Melkor for help.
Mairon kept his alliance with Melkor a secret until Melkor established his strongholds, then openly declared his allegiance.

Manipulative, insidious, and shape-changing, Sauron saw the misgivings of his predecessor, Melkor, and understood how to survive the Allied onslaught of his enemies. Using the knowledge of the Elves and his silvered tongue, Sauron was able to use his shape-changing abilities and charm to tempt the ambitious and power-hungry Elves and Men to create the hidden snare that is The Rings of Power and The Nazgûl.

As loosely adapted in The Rings of Power series, Sauron assumes the Elvish form of Annatar to convince Celebrimbor to help him in making the rings to save the diminishing grace of the Elves, to regain the trust of the Dwarves, and bring solidarity of power among the race of men. Of course, this would be all for naught, as Sauron’s designs lead to the creation of the final One Ring, which would become his great trap to divide and smother all the realms into selfish disarray. The sheer amount of effort needed to thwart Sauron and his forces during The Lord of the Rings trilogy took the effort of every one of Authority and their forces, as he created a world war.