Why Does Sauron Look Different? ‘Rings of Power’ Season 2’s Brutal First Scene Explained

The very first scene of the first episode of The Rings of Power Season 2 is a deep flashback, one which takes place before Season 1 began. And, in terms of the Middle-earth timeline, it also happens to be the earliest and youngest onscreen depictions of Sauron ever.

But what does this opening prologue/flashback scene even mean? How does this change the story of The Rings of Power? How does this alter our perception of the deeper lore of Middle-earth? And, more urgently, what the hell is actually happening here? Here are all of your Sauron flashback questions, answered.

Spoilers ahead for The Rings of Power Season 2, Episode 1.

Why is there a new Sauron actor?

In The Rings of Power Season 1, Sauron was played by Charlie Vickers, who, for most of that season, was disguised as a human named Halbrand. Vickers is back in Season 2 in his human Halbrand form, but by the end of Episode 2, he takes on a new form as the elf Annatar, the “Lord of Gifts” sent to help Celebrimbor (Charles Edwards).

However, neither of the two Charlie Vikers Saurons fully explains the Sauron we see right when the season begins. This younger Sauron is played by Jack Lowden, a choice that was made by Rings of Power showrunners Patrick McKay and J.D. Payne for a few reasons. First, it demonstrates Sauron’s shapeshifting abilities much more than we’ve ever seen. Second, it establishes a version of Sauron who has less control over the Orcs than the Sauron we generally think of. But perhaps the most relevant thing about this moment isn’t what Sauron looks like, or who is he at this point in time. Instead, the most interesting aspect of this scene is when it happens.

When does the Sauron flashback happen?

While it’s easy to miss, the text on the screen at the start of this episode says: “Dawn of the Second Age. Forodwaith.” This is about a thousand years before the start of The Rings of Power, which also takes place in the Second Age of Middle-earth. For convenience, The Rings of Power Season 1 condensed some of the Tolkien timelines of the Second Age, but this Season 2 flashback is a reminder of just how vast this span of time was.

What we’re seeing here is Sauron after the defeat of his old boss, Morgoth (also known as Melkor). This is why Sauron says, “Always after a defeat, the shadow takes another shape and grows again.” He mentions that Morgoth, the original Dark Lord who corrupted Sauron back in the First Age, is gone.

After Sauron introduces himself, we’re also told that this area of Middle-earth is called “Forodwaith” which is a very deep cut from a footnote in the “Annals of Kings and Rulers” from the appendices of The Return of the King. Accordingly, before this moment, all we knew was that the word “Forodwaith” referred to “a strange, unfriendly people, a remnant of the Fordowaith, Men of far-off days, accustomed to the bitter colds in the realm of Morgoth.”

But now, the origin of the bitter cold is revealed to have been caused by the murder of Sauron at the hands of Adar and the Orcs. When Adar attacks Sauron with the crown, and the Orcs repeatedly stab him, he emits a massive cold spell, which coats the entire area with frost. Effectively, this is a retcon. The Rings of Power have revealed a new moment in Sauron’s backstory, that also explains the origin of the Forodwaith. Previous to this, there had never been a direct connection between Forodwaith and Sauron’s magic.

How Forodwaith connects to Rings of Power Season 1

Interestingly, Rings of Power Season 1 also began in the frosty area of Forodwaith. It’s there that we joined Galadriel on her quest to find any remnants of Sauron’s forces, which were originally Morgoth’s armies. Obviously, Galadriel was looking for Sauron himself, and now, with this Season 2 flashback in Fordowaith, the beginning of Season 1 makes a little more sense.

But this extended flashback/prologue goes the extra couple thousand miles in connecting this newish lore with the previously established events of Season 1. After Sauron is seemingly slain by Adar and the Orcs, and he curses the land with the frost, Sauron degenerates into a dark ooze, that seems to survive over the course of several hundred years. This too, is a newish spin on old lore. We’ve always known that Sauron’s essence could survive without a body — he’s in a non-corporeal form for most of The Lord of the Rings — but now, Sauron is depicted as less of a dark spirit and more like a parasitical monster more akin to The Blob or The Thing.

Eventually, as this flashback advances, Sauron’s blob form attacks a random woman, consumes her, and emerges as Halbrand. It’s at this point that it’s made clear that this is Halbrand shortly before he met Galadriel at the start of Season 1. In Season 1, Galadriel met Halbrand/Sauron on the Sundering Seas, as he was shipwrecked, and she willingly teamed up with him. Now, we’ve seen the sequence of events that led Sauron to obtain his Halbrand form, and the moment right before he and Galadriel met.

And yes, if you watch the recap of Season 1 before Season 2 begins, you’ll find that we’re beginning with two separate instances of Sauron getting exiled. Galadriel realizes Halbrand is Sauron at the end of last season, and this new flashback depicts his apparent murder and subsequent exile from Adar and the land of the Orcs.

So, while this detail might seem slightly confusing at first when Sauron/Halbrand returns to Anar in these first three episodes, he’s already been through all the events of Season 1, too. The new flashback just gives context to his infiltration of Mordor, a context that we’ve never had in n any Lord of the Rings book, game, or movie, ever before. By the end of Episode 2 of Season 2, Sauron is much closer to Tolkien’s text in his Annatar guise. But the wild road to get Sauron to that point is (mostly) brand new.

The Rings of Power streams on Prime Video.