“This is where everything happens,” says showrunner Patrick McKay. “The War Room.”
The large, windowless room’s centerpiece is a lengthy conference table, but your eyes are immediately transfixed by what’s covering the walls. You’re surrounded by concept art laying out major set pieces for The Lord of the Rings: The Rings of Power season two. Showrunners McKay and J.D. Payne give a walk-through of the sequences. They plan to introduce more iconic locations, familiar Middle-earth characters and a massive two-episode battle. This is, obviously, top-secret stuff — no media has been allowed on the fantasy drama’s set, let alone this room. But the showrunners wanted to give the world a peek behind the curtain to reveal what it’s like to manage the biggest TV series ever produced.
Since Amazon’s billion-dollar high fantasy launched Sept. 2, The Rings of Power has been blessed with strong critical acclaim (84 percent positive on Rotten Tomatoes) and dragged by online fan bashing (its audience score is 39 percent — which includes an unknown degree of “review bombing” at the hands of internet trolls). The show’s Nielsen viewership is formidable — its first two episodes were seen by roughly 12.6 million U.S. viewers across its first four days.
But given this is Lord of the Rings, the bar is insanely high. And nobody knows the stakes better than Payne and McKay. They’re two first-time showrunners who embarked on an unexpected journey nearly five years ago to make their J.R.R. Tolkien passion project and have now found themselves, as McKay puts it, “on the fault line of the culture war,” with everybody from armies of anonymous Tolkien fans to the two richest men in the world weighing in. It ain’t easy to focus on writing scripts and managing a cast and crew of 1,300 on the most complicated TV production of all time when Elon Musk is slagging you on Twitter.
“Some of what’s been hardest to hear is the cynical point of view that this is a cash grab,” McKay says. “It’s like, oh my God, the opposite. This is the most earnest production. This is not a paycheck job for anybody. This is a labor of love.”
The call from the lawyers came in to Amazon on a Friday in 2017: The Tolkien estate was going to entertain proposals for a Lord of the Rings show. Prime Video, along with every other entertainment company, was looking for “the next Game of Thrones.” Amazon’s founder and chairman, Jeff Bezos, was a longtime Tolkien fan. Going after The Lord of the Rings was a no-brainer, and an internal “fellowship” was assembled to figure out how to beat other prospective bidders.
Sources say HBO pitched the estate on retelling Middle-earth’s “Third Age” — essentially remaking Peter Jackson’s beloved Lord of the Rings trilogy, which grossed $3 billion and won 17 Oscars. The estate has its gripes with Jackson’s adaptations (the late Christopher Tolkien, the author’s son, said they “eviscerated” the books) but wasn’t interested in treading the same ground. Netflix pitched doing several shows, such as a Gandalf series and an Aragorn drama. “They took the Marvel approach,” said one insider to the talks, “and that completely freaked out the estate.”
Amazon’s negotiating team (led by Sharon Tal Yguado, Roy Price and Dan Scharf) wooed the estate not with a specific pitch, but with a pledge of a close relationship that would give the estate a creative seat at the table so it could protect Tolkien’s legacy. There was also, of course, the money. Sources say the staggering number that’s been widely reported ($250 million) was actually Netflix’s bid and that Amazon’s number was tens of millions less (albeit, still staggering).
“It was our collective passion and fidelity to Tolkien that really won the day,” says Amazon Studios TV co-head Vernon Sanders (who came on board in 2018 as part of an executive shakeup which included Price being ousted for a misconduct claim, Jen Salke joining as Amazon Studios chief and Albert Cheng being installed as TV Co-Head).
When Payne, 42, and McKay, 41, heard from their reps that Rings was coming to TV, McKay says “a shiver ran through us.” The duo first met in junior high in Northern Virginia and became friends when they joined the same debate team in high school. They moved to Los Angeles and spent years toiling in the screenwriting game without a big win. Their previous gig was at Bad Robot, where they punched up scripts and developed several projects, such as an abandoned Star Trek movie. “We had reached a point — we’d been writing movies for 10 years that should have gotten made,” McKay says. “Movies where the director was right, the cast was right, the script was right, the title was right and it was a big IP — and it still wasn’t happening. So [we thought] maybe we should try this TV thing.”
Early in their careers, their agents asked the longtime Tolkien fans what was their dream project, and they ambitiously replied, “The Lord of the Rings.” So, “obviously we were going to throw everything we have at this,” McKay says.
Payne and McKay suspected Tolkien’s far lesser-known Second Age was the key: It’s a centuries-long pre-history to the Lord of the Rings trilogy that still included some immortal characters (such as the fair elves Galadriel and Elrond and the sinister Dark Lord Sauron), along with those soul-corrupting rings. Working together on an apartment floor, they concocted a one-sentence pitch: Chronicle the first five minutes of Jackson’s The Fellowship of the Ring — the Galadriel-narrated prologue that told the story of the rings of power — during the course of five seasons.
The writers have been described in the media as being like Frodo and Sam, which is cute but doesn’t quite fit. For starters, they’re often the tallest guys in the room. McKay has an extraordinary level of energy and passion, and when he’s in full pitch, he’s as persuasive as a Middle-earth-obsessed Saul Goodman — you find yourself nodding in agreement, suddenly wanting to buy property in Mirkwood. The bespectacled Payne comes across as sweet and more reserved, and his love for Tolkien is profound — he has an almost spiritual respect for the material and goes straight to wondering WWTD to address any creative challenge faced by the show.
In their Amazon pitch, Payne emphasized their show would be “Braveheart, not Narnia — you want it real and lived in.” When they got a call to return, McKay says they were told: “You need to go pitch the whole show — this is your shot. Pitch the entire thing to stay alive for the next round. All five seasons.”
It was such a big ask on short notice, they briefly considered canceling the meeting. But the writers embarked on a marathon brainstorming session where they cracked what would become their show’s major storylines. “When that session of fevered creativity and inspiration ended, we had a moment of silence,” McKay recalls. “I looked at the board like: ‘That’s it, this is what the show wants to be.’ “
The duo walked into their second Amazon meeting with full confidence. And then … well … “We did seven more pitches,” McKay says.
What followed felt to Payne and McKay like “a six-month presidential campaign” trying to sway various executives and stakeholders. At one point, they met with the estate and Payne greeted Simon Tolkien in Elvish. In another meeting, McKay drew a map of Tolkien’s world, circled a small portion and told executives, “This is everything you’ve seen in The Lord of the Rings movies” and then started describing other places on the map. “There’s so much more story to tell!”
Executives interviewed dozens of writers, producers and directors, including the Russo brothers, who an insider says pitched the Third Age “as an Aragorn story.” One strong rival was Oscar nominee Anthony McCarten (The Theory of Everything), who had a Shakespearean take. Trying to convince executives to bank on two guys with zero IMDb credits instead of proven Hollywood hitmakers was no easy task. “The people we were up against have résumés that on paper would be more suited to the gig,” McKay says. “We were the dark horse candidates.”
At one point, Payne and McKay asked mentor and former boss J.J. Abrams to call Amazon to put in a good word, and he did. “We feel like that moved the needle,” says McKay.
Yet the deciding factor was their fleshed-out story and passion for, and depth of knowledge of, Tolkien’s world. Amazon’s programming team kept coming back to the same conclusion: The guys with perhaps the least experience were also the best choice.
“Hearing them bounce back and forth, they had such a deep connection to the material that was there from the beginning,” Salke says. “There was no education you could do for that; it was their natural organic interest.”
McKay says dryly, “I imagine it was very scary for them.”
The first season of Rings was an incredibly long shoot, complicated by COVID delays, extending over 18 months. The filming was done in New Zealand, with Bad Robot veteran Lindsey Weber brought on as a key executive producer. For season two, Amazon moved the production to the U.K., where the company is establishing a hub.
Asked what they’ve learned since that first season that they’re now applying to the second, McKay is candid. “That could be an answer that takes an hour,” he says. “The entire making of this show has been a massive learning experience for everyone involved. We had no idea what we were getting into. No one else did, either.”
The first season’s episodes, the team believes, improve as the season progresses (the show’s Sept. 30 sixth episode, its most recent, is its highest-rated yet on IMDb). McKay says the aim of season two — which quietly started filming Oct. 3 at Bray Studios — is to be “bigger and better” on “every level … by an order of magnitude.”
“Some people had nice things to say about the pilot and second episode, or they didn’t have nice things to say, but I hope they stay for more episodes,” McKay says. “The bar has to keep going up.”
Criticism they can handle, and they’ve heard it all. Everything fans have debated, they say, they likewise argued among the creative team. They readily admit, for instance, that some of the first-season episodes lack the urgency fans expect from Tolkien adaptations.
“One of the big things we learned was even when it’s a small scene, it always has to tie back into the larger stakes,” Payne says.
“There are things that didn’t work as well in season one that might have worked in a smaller show,” McKay agrees. “It has to be about good and evil and the fate of the world or it doesn’t have that epic feeling you want when you’re in Tolkien.”
Which doesn’t mean the show won’t continue to embrace small moments. They point out that in The Return of the King, Sam sees a star through the clouds and says all the evil they’re facing is but a passing shadow, and there’s beauty above that it can never reach. “It’s a tiny personal moment, but it reflects the theme of the entire work,” Payne notes. And even the show’s loudest critics admit the series looks beautiful and does a fine job of creating and appreciating the wonders of Tolkien’s world.
But the duo’s aim is as high as it gets: a classic that’s watched over and over like Jackson’s trilogy. “When we talk about the measure of success, what matters to us is if it’s entertaining enough that people are digging into it and debating it,” says McKay. The showrunners believe the debut season will be viewed even more positively as more episodes unfold, with secrets yet to be revealed that will shift how the early episodes play upon second viewing.
“Some things get an immense amount of critical acclaim and win tons of awards and are forgotten the next year,” Payne says. “Conversely, some things don’t get a lot of love yet become classics being watched 60 years later. I think it’ll take a while for the dust to settle.”
Of course, Amazon wouldn’t want to wait 60 years for the show to be globally embraced. Since the launch, its priority for the company has been obvious to even the most casual of Amazon customers. No Prime Video series has ever enjoyed Rings‘ massive level of retailer cross-promotion — such as a screen-enveloping home-page takeover, an order-button countdown clock, leveraging such as Twitch and IMDb, and packages wrapped in Rings ads landing on doorsteps around the world.
Bezos himself hung out for a day on the set. The mogul publicly quipped that Payne and McKay ignored some of his ideas, but the writers never received notes that they were told came directly from the big boss. Still, “it was always communicated to the team that this show was of the utmost importance to him,” one insider says.
While Amazon could easily survive if Rings were to somehow collapse like the tower of Barad-dûr, industry insiders say its studio arguably couldn’t. They compare the company’s bet on Tolkien to New Line famously gambling its existence on Jackson’s movie trilogy two decades ago.
“The show is exceptionally important to them,” says one of Amazon’s partners. “It’s a branding opportunity for Amazon to show that they can deliver something with a patina of quality in terms of audience, critical and cultural reception, which they have not yet had. And strategically, in a market where there’s contraction at many of their competitors — Netflix, HBO Max — they think this is ushering in a moment for them to expand. Not just in terms of throwing money at things, but their ability to draw other talent and opportunity.”
Or, as one insider put it: “It’s too big to lose.”
Salke’s take is a bit more tempered. “Obviously, it is incredibly important that this be successful,” she says. “But this is a company that takes giant swings all the time, and they’re not afraid of risk.”
Yet Amazon has long known they were in for a rather bumpy series takeoff. They saw Tolkien fans slamming The Rings of Power online before a frame had been released. “We all saw it coming, there were no surprises,” she says. “Having insight into our global audience, we also have insight into the darker sides of how people can manipulate reviews and have other points of view that we wouldn’t support.”
So the streamer announced it was switching off reviews of the show on its platform for its first 72 hours after its premiere (then kept them off for an additional five days). The company continued to monitor reviews: Some vanished so fast, it’s like they were wearing the One Ring.
Amazon claims there’s been a coordinated effort to attack the show for daring to diversify Tolkien with strong female characters and people of color. “The hardest part was for people on the cast who have had things related to them privately that are just harmful,” Sanders says.
It’s an explanation that satisfied the media but inflamed some fans who feel the company is dismissive of any criticism and arguably risked escalating what might have been a short-term dust-up into ongoing fandom trench warfare. As one wrote, “I’m tired of the constant media harangues from Amazon that if you don’t love the show, you’re racist.” Many point out HBO’s House of the Dragon faced similar trolling for its diversity moves, yet its audience scores weren’t impacted.
But it’s also possible Rings‘ percentage of agenda-based reviews might be much higher than for Dragon. Tolkien’s world has a long, unfortunate history of attracting fascist-adjacent admirers, something that surely would have repulsed the fantasy world’s anti-totalitarian author, whose Rings trilogy was inspired by the horrors of World War I. Italy’s newly elected far-right nationalist leader, Giorgia Meloni, for example, has been an outspoken Tolkien fan, unhelpfully.
Or take this fan’s complaint: A Tolkien adaptation is a “New Age politically correct girl-power garbage version of fantasy” that’s “raping the text.” That sounds like what’s populating Rotten Tomatoes and IMDb right now, but it was actually quoted in Wired magazine in 2001 for a story about Tolkien fandom’s reaction to Jackson’s The Fellowship of the Ring.
Payne looks particularly distressed by the topic. “The spirit of Tolkien is about disparate peoples who don’t trust one another and look different from one another finding common ground in friendship and accomplishing big things,” he says. “That’s the spirit we’ve tried to inculcate into every single comma and period in the show. That this aspiration would be offensive to people and enrage them … it’s very hard for us to understand. What are they protecting? I don’t see how people who are saying these things think that they’re fighting for good. There’s a line in episode seven where Galadriel says every war is fought from without and within. Even if you’re fighting for something you think is good, if you do something worse in that fight, then you become evil. I don’t see how people who are saying these things think that they’re fighting for good. It’s patently evil.”
Nielsen Ratings released Sept. 29 paint a highly successful launch roughly compatible with Dragon (precise comparisons are nearly impossible because of several factors we won’t bore you with). One industry insider familiar with Amazon’s inner workings suggests The Other Fantasy Show’s performance is more anxiously followed than the company lets on.
“It was never about the critics, it’s all about consumers,” the insider says. “All Jeff cares about is consumer obsession. If you look at the history of Amazon, every division lived and died based on that … Dragon matters because all of a sudden there is a benchmark. It is their closest comp to success. When they saw Dragon grew in its second episode and brought in 20 million viewers, they were shitting their pants.”
Amazon would certainly not confirm that depiction, but Salke says they’re happy with the show’s opening and points to the fact that U.S. ratings are only one slice of the show’s impact. “The show is performing unbelievably internationally,” she says. “So we’ve been feeling pretty great. To see the U.S. slice come out is just icing on the cake.”
For Payne and McKay, Dragon is a wearisome topic. They were making Rings for years before HBO declared in March that its Thrones prequel was going to debut two weeks before their show. Suddenly, the media and fandom world wouldn’t stop talking about Dragon vs. Rings because, let’s face it, everybody loves a fight. “It dominates the narrative about how it’s received,” McKay says. “But it was not at all part of the narrative in how our show was conceived. Hopefully, we’re competing against ourselves.”
Galadriel looks a little off. But how exactly?
Actress Morfydd Clark is clad in a sleek new costume for season two and sports elaborate braid-work that would make Princess Leia envious. Leaving her coffee behind (no Starbucks cups on fantasy TV show sets, please), she stands for a camera test as Payne and McKay suggest changes. Is her quiver of arrows bunched weird? (Yes.) Does the color of her bandolier make her “look like a crossing guard”? (Kinda.)
Payne and McKay tour various departments and I tag along while remaining under close supervision (Nobody goes off trail! And nobody walks alone!). They meet with the costume department and see the latest batch of garments (“more breakdown” is a common note — to give clothing a more weathered appearance). They select among various designs of Orc facial piercings (they pick the ones that look the most wincingly painful). They meet with the armory to inspect lethal-looking weapons (a blacksmith crewmember works next to a blazing hearth, impressively hammering into shape new prop weapons on an anvil). They tour the Court of Numenor set and point out improvements they’re making (like raising the water that runs along the floor so it pops more on camera). It’s a nonstop whirlwind of decisions and tweaks before the cameras roll.
One meeting is with visual effects supervisor Jason Smith, who oversees the show’s efforts to manage the scale of actors in a scene together (Harfoots, dwarfs, humans/elves/orcs are all different heights). One way the show has exceeded Jackson’s films is that moments where characters of different sizes interact are executed so well that you don’t even notice (which is, of course, the whole idea). What can look like a simple shot of two characters sitting and talking can require a dizzying array of camera tricks, different size props, actor doubles and a headache-inducing amount of math that consumes everybody in the scene. The most difficult visual effects scene in Payne and McKay’s original season one scripts, Smith says, was a dwarf and elf walking down a hallway (the scene’s setting was switched to a mine-shaft elevator, yet was still a pain to figure out).
One major focus of the new episodes will be the show’s big, bad Sauron, who has been said to have returned to Middle-earth but seemingly has not showed up yet. The Second Age’s version of Sauron is not a flaming eye on a tower like in Rings movies but appearing in his “fair form” as a deceptive character.
“It would be very tempting to make the first season of this show The Sauron Show, very villain-centric,” McKay says. “But we wanted that level of evil and complexity of evil to emerge out of a world that you’re invested in — not because evil is threatening it immediately. We wanted you to fall in love again with Middle-earth. We wanted you to understand and relate to the struggles that each of these characters are having before we test them in a way they’ve never been tested before.”
Fans have eagerly speculated certain characters might be Sauron in disguise, which is precisely the sort of engagement the writers hoped to see.
“It’s another Tolkien thing where when a shadow spreads — which is part of what is happening in our show — it affects everyone’s relationships,” Payne says. “Even Frodo and Sam. They’re the best friends in all of Middle-earth, yet they started to mistrust each other because that’s a manifestation of that shadow. So having an audience suspect this person or that person could be Sauron is drawing them into that thing where the shadow is overcoming all of us and making us suspicious of each other.”
Now that the production has found its stride post-pandemic, new episodes will likely be produced considerably faster than the debut batch. Still, McKay notes they expect to work on season 2 for “another couple years.” The first season famously racked up a bill for $700 million (including the rights), and the additional seasons are expected to cost considerably less.
Given that their show’s master plan is about the rings gradually corrupting the leadership of men, elves and dwarfs, I briefly wonder if the storyline risks making their saga a bit of a bummer as the whole land falls into enslavement and chaos.
“That’s the secret sauce of Tolkien right there,” Payne explains, leaning forward. “The grimmer things get, the more those pops of light have a contrast to bounce off of. That’s what’s beautiful about Tolkien. Even in points of complete despair you can have two halflings look at each other and say, ‘I’m glad you’re here with me.'”
The showrunners famously start every day in the writers room with a Tolkien quote. As they blaze forward and try to level up their series amid outsized expectations, there’s one that seems appropriate. As it so happens, it’s the same quote Payne recites when asked which is his favorite.
“They passed in thought out to regions where pain and delight flow together and tears are the very wine of blessedness,” he says.
“It’s the idea that eventually sorrow can become part of the joy,” he says. “Because you’ve gone through so much pain, and now you’re on the other side of it.”
This story first appeared in the Oct. 5 issue of The Hollywood Reporter magazine. Click here to subscribe.