In Fellowship of the Ring, when Frodo offers Galadriel the Ring, she loses control of herself and exclaims:

And now at last it comes. You will give me the Ring freely! In place of the Dark Lord you will set up a Queen. And I shall not be dark, but beautiful and terrible as the Morning and the Night! Fair as the Sea and the Sun and the Snow upon the Mountain! Dreadful as the Storm and the Lightning! Stronger than the foundations of the earth. All shall love me and despair!
- The Fellowship of the Ring, Book II, Chapter 7: "The Mirror of Galadriel"

The last line is especially powerful, and intriguing, but I have never been able to make sense of it. This problem was exacerbated after I read, in an answer on this board, the following quote from the draft of a letter by Tolkien:

Gandalf as Ring-Lord would have been far worse than Sauron. He would have remained'righteous', but self-righteous. He would have continued to rule and order things for 'good', and the benefit of his subjects according to his wisdom (which was and would have remained great).

[The draft ends here. In the margin Tolkien wrote: 'Thus while Sauron multiplied [illegible word] evil, he left "good" clearly distinguishable from it. Gandalf would have made good detestable and seem evil.']
- JRR Tolkien, Letter 246

Compare the line "All shall love me and despair" with "Gandalf would have made good detestable and seem evil."

The contrast seems stark. While Tolkien's letter doesn't explicitly say that Gandalf himself would have become detestable - or detested - it seems likely that people would detest someone who 'made good detestable', especially if he was "far worse than Sauron" and had taken the place of the very entity he was sent to destroy. So it seems likely that, if Gandalf were Ring-Lord, "all would hate him", to paraphrase Galadriel.

Yet Galadriel says that, were she to become Ring-Lord, "all would love her". Granted, she is, by all accounts, incomparably beautiful (and WAY hotter than Gandalf, at any rate). But much like Gandalf would have "made good detestable", Galadriel would have made everyone "despair". It is hard to imagine loving a tyrant who causes all her subjects to despair, and who is by her own admission "Dreadful as the Storm and the Lightning!" Despair and love are almost (but as anyone who has felt the torment of deep, unrequited love knows, not entirely) incompatible and mutually exclusive quantities. And incredibly dreadful people are hard (though, again, not impossible) to love.

One might suggest that Ring-Lord Galadriel's subjects would despair because she was a tyrant, and as she would be "stronger than the foundations of the earth", overthrowing her would be all but impossible; but this begs the question of why anyone would wish to overthrow a ruler whom they - and everyone else - loved. If you love someone, you delight in their presence and revel in even the slightest display of affection or attention. Nothing grieves you more than being parted from them, and permanent separation would be unthinkably painful.

How do we reconcile these apparently contradictory ideas - love vs. despair and detestation? What does Galadriel mean? How can someone who causes universal despair be universally loved? Or if you prefer, what reason would her subjects - who love her - have for feeling despair?

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    Think about those who are corrupted by the Ring - Gandalf says of Gollum, "He hated and loved [the Ring], as he hated and loved himself." It wouldn't surprise me if Galadriel has something of the sort in mind. Commented May 17, 2015 at 2:16
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    Oh. I saw the title and was about to answer, “It means bright-crowned maiden” … Commented May 17, 2015 at 3:10
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    I have always felt that this is the sort of thing that all fan's favorite characters ought to admit. Loving all those folks certainly doesn't always make me happy :(
    – Mary ML
    Commented May 17, 2015 at 7:48
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    @WadCheber: are you suggesting the human race won’t be capable of predicting supernovae before one happens? Thanks to our scientific prowess you could have years of despair before it actually hits you. Commented May 18, 2015 at 16:45
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    Chocolate. Think of how you feel while eating too much chocolate, all the while knowing it's making you fat. Think of how you fell about chocolate in that moment. ALL SHALL LOVE ME AND DESPAIR.
    – DavidS
    Commented Jul 31, 2015 at 8:33

10 Answers 10


When she is temped by the Ring Galadriel compares herself to various forces of nature:

  • And I shall not be dark, but beautiful and terrible as the Morning and the Night!
  • Fair as the Sea and the Sun and the Snow upon the Mountain!
  • Dreadful as the Storm and the Lightning!
  • Stronger than the foundations of the earth.

You can't fight the sea or the sun, the morning or the night, they just are and you have no choice but to live with them. Both fair and dreadful have double meanings of appearance and behaviour. The Sea is fair, it is equally likely to drown a good or bad person! The Sun is fair, it warms everyone equally, etc. She describes herself as beautiful (positive, but vain), terrible (negative), fair (positive, but distorted), dreadful (negative) and strong (neutral). She is saying she would be beautiful but really scary, the way you can appreciate the beauty of a storm while at the same time being afraid that it might kill you. She knows that her potential subjects would see each of those qualities.

All shall love me and despair!

Through the power of the Ring everyone will be forced to love her while being really scared of her! They would despair because it would seem as pointless to resist her as it would be to resist the Morning or the Night, regardless of whether she could actually be overthrown or not. She would appear to be stronger than a force of nature herself.

  • 26
    I would just add that Galadriel uses 'terrible' and 'dreadful' in their original sense, causing terror and filling with dread, not in their modern sense of 'bad.' And specifically, her parallel construction shows she means to say the Morning is beautiful, and the Night is terror-inducing. I always took the line(s) to mean that people would be irresistably drawn to her, as the Ring would magnify her beauty and charisma, but would also fear her because, however much she might take the Ring to do good, bad would come of it due to the nature of the Ring, and her subjects would still be miserable.
    – Dan Barron
    Commented May 19, 2015 at 13:42
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    To add to this excellent answer that another reason for 'despair' would be that the desire of everyone who loves another is that they are loved in return. Ring-enslaved Galadriel would be unable to love anyone. Everyone would feel the despair of loving someone who could never love them in return. Commented Dec 11, 2018 at 18:12
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    "Fair" almost certainly does not mean 'equitable' in this context. See the definitions; 3, 7 and especially 5 seem the most applicable here. Commented Dec 11, 2018 at 22:47
  • @ApproachingDarknessFish I'm not sure what Tolkien meant with "fair as the sea". Obviously definition 3 ("not stormy or foul") doesn't apply; the sea is often stormy and foul, and enough sailor songs and tales are about just that. 7 ("clean and pure") is also dubious; the sea is often dark and messy, with flotsam and jetsam and dead sailors. 5 ("pleasing to the eye") is possibly the one that matches the most, since we know Galadriel is beautiful and the sea -- even a stormy sea -- can be seen as beautiful. But I think the answer's "impartial" definition is the one that best fits the sea.
    – Andres F.
    Commented May 6, 2022 at 20:53
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    (except of course that "... and the Sun and the Snow upon the Mountain!" are obviously not "fair" in the "impartial" sense, but in the "beautiful" sense, and so Tolkien is just having Galadriel say "I will be extremely beautiful").
    – Andres F.
    Commented May 6, 2022 at 20:55

Something that may help is how Tolkien defined despair. Gandalf says it at the Council of Elrond:

`It is not despair, for despair is only for those who see the end beyond all doubt.

I think Galadriel meant that she would be strong, so strong that no others would have any hope of being out of from under her power. They would know their place beyond all doubt and with no hope of doing anything else.

Interestingly, I see a parallel in Frank Herbert's God Emperor of Dune. Leto II was a great ruler, but he ruled for thousands of years, and no one within his empire had any hope of change. He wasn't evil. He wasn't bad. He was just absolute. Everything became "stale" for eons. When he died "The Scattering" took place because everyone finally saw a chance to do something else.

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    +1 This begs the question - would Galadriel as Ring-Lord be more powerful than Sauron as Ring-Lord? I ask because Sauron was overthrown, which suggests that Galadriel could be as well.
    – Wad Cheber
    Commented May 17, 2015 at 2:23
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    @WadCheber Here is the answer to that!
    – Möoz
    Commented May 17, 2015 at 2:30
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    In Middle Earth, Sauron is the embodiment of evil. Galadriel and Gandalf I think were afraid that there would be no "right" way to wield the ring. I can't find the exact place right now, but it's said that Sauron could never really be destroyed until the ring was gone. And perhaps since there was no wisdom in underestimating him, they would forever be in fear of him coming for the ring. From the outside, Tolkien created the rules and determined that there was no right way to handle something evil other than to destroy it.
    – jwatts1980
    Commented May 17, 2015 at 2:31
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    Here is another interesting comment by Tolkien: "The Ring of Sauron is only one of the various mythical treatments of the placing of one's life, or power, in some external object, which is thus exposed to capture or destruction with disastrous results to oneself. If I were to 'philosophise' this myth, or at least the Ring of Sauron, I should say it was a mythical way of representing the truth that potency (or perhaps rather potentiality) if it is to be exercised,...
    – jwatts1980
    Commented May 17, 2015 at 2:53
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    @WadCheber I see what you're saying. Tolkien didn't express that Sauron could not be destroyed, but rather could only be replaced. And only replaced by a powerful being wielding the ring.
    – jwatts1980
    Commented May 17, 2015 at 2:55

The answer lies in the differences between Gandalf and Galadriel. Both were wise and powerful, although Gandalf, being Maiar, was by definition more wise and powerful than any Elf. Tolkien wrote the following about the Ring's effects in his Letters:

It was part of the essential deceit of the Ring to fill minds with imaginations of supreme power.... In any case Elrond or Galadriel would have proceeded in the policy now adopted by Sauron: they would have built up an empire with great and absolutely subservient generals and armies and engines of war, until they could challenge Sauron and destroy him by force. Confrontation of Sauron alone, unaided, self to self was not contemplated. One can imagine the scene in which Gandalf, say was placed in such a position.... Gandalf as Ring-Lord would have been far worse than Sauron. He would have remained 'righteous', but self-righteous. He would have continued to rule and order things for 'good', and the benefit of his subjects according to his wisdom (which was and would have remained great).

The Ring appeals directly to the inclinations of each individual. Even beyond their varying levels of power, Gandalf and Galadriel are two extremely different people. Gandalf is a single, male wizard. He does not care about his appearance or about other people's opinions. (Even Saruman's scorn fails to change his mind about his relationships with the Hobbits.) There is no record of him having committed any form of unethical behavior: his benevolent mission to protect Middle Earth is his life. Galadriel is a married, female Elf. She dresses carefully and is remarkably beautiful. She cares about the fate of the Elves, but unlike Gandalf, she has never been tasked with caring for Middle Earth as a whole. (It matters to her, but her primary responsibility is with her people.) She also has a number of mistakes in her past--she left Valinor during the rebellion of the Noldor, and, according to Tolkien, was banned from returning before her rejection of the Ring. Pride is a problem that she struggles to overcome.

Gandalf's core desires were good, and he would have tried to set himself up as a paragon of virtue, reengineering the Earth for its own benefit. But unlike Gandalf's, Galadriel's core core desires were not connected to any sort of universal benevolence, and her old inclination to pride in her abilities would probably also reappear. If she managed to conquer Sauron, she would probably want to assure the ascendance of the Elves over other peoples, but above all, she would want to assure her own ascendance over everyone, adored for her power and beauty. Genuine love or friendship would become impossible: she would not want anyone to be her equal, and a love relationship or friendship would require some level of equality. As a result, anyone who wished for a relationship with her would have to "despair" of her taking any real notice of them. Sauron had never fallen in love and had no friends. Were she to achieve his position, neither could Galadriel.

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    +1 and thanks! But Tolkien mentions one flaw that would plague "Gandalf as Ring-Lord" - "self-righteous[ness]". Self-righteousness is very similar to pride. The Ring inherently makes the one who wields it "want to assure [his/]her dominance over everyone". That is how it works, and what it does. The love she mentions is presumably NOT romantic love, but intense, platonic, reverent adoration. Galadriel may have dressed carefully, but her inherent beauty was just that - inherent. It required no effort on her part. She was probably beautiful even while she was taking a dump or puking.
    – Wad Cheber
    Commented May 17, 2015 at 3:15
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    The difference is that Galadriel's pride was primarily based on her abilities, while Gandalf's self righteousness/pride would be based on his perception of himself as good. Similar, but not the same. You have a point about platonic adoration being included, though I'm not sure romantic adoration could be excluded entirely. "All shall love me and despair"--presumably not everyone could have romantic love for her, though some (like Celeborn) might harbor those feelings as well. I have edited my answer accordingly.
    – E. J.
    Commented May 17, 2015 at 3:49
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    The edit makes your answer even better. Another reason romantic love from her subjects wouldn't make sense: she would be "fair" (that is, beautiful), but also terrible (that is, awe-inspiring, severe, intimidating, frightening, etc). She would be like God in the Judeo-Christian tradition - too powerful and imposing to feel romantic affection for. You love her, but you wouldn't dare to kiss her, or even dream of doing so. Even the most God loving religious zealot doesn't want to make out with God.
    – Wad Cheber
    Commented May 17, 2015 at 4:00
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    Even looking upon her would be simultaneously pleasurable and terrifying- she is gorgeous but fearsome, beautiful but untouchable, fair but intimidating.
    – Wad Cheber
    Commented May 17, 2015 at 4:04
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    Glad the edit helped. Galadriel wouldn't be a god, just a vastly superior Elf (God in Judeo-Christian theology is Spirit anyway: you can't make out with that, even if you wanted to). For many (most?) people, the terror would keep them from falling for her, but there are people who are attracted to scary types. Some even find the fear stimulating. It's unhealthy, of course, but an evil Galadriel wouldn't exactly encourage healthy emotions in others.
    – E. J.
    Commented May 17, 2015 at 4:41

If I may add my humble interpretation of one possible meaning of

All shall love me and despair!

It is possible that Galadriel expected to become something like a modern president or monarch, or like a celebrity.

She expected to be in one sided relationships with each and every one of millions of hypothetical subjects.

If a person has more than a comparatively small number of (mostly) adoring subjects or fans, it becomes impossible for that person to return equal amounts of adoration. Thus the person becomes the focus of many unrequited one sided relationships, receiving far more love than her or she could possibly return.

As the co-leader of Lorien, Galadriel probably had "merely" tens of thousands of subjects. With the elven life cycle, elf children would have been born fairly rarely in Lorien, and each would probably be something of a celebrity during his or her childhood. Almost all of the elves would become acquaintances or even friends of the elf child while it was a child - probably including Galadriel and Celeborn.

Thus almost all the elves born in Lorien in the thousands of years since Galadriel and Celeborn became its rulers might possibly think of them fondly as "Auntie Galadriel and Uncle Celeborn". It is possible that most of the elves in Lorien were born long before Galadriel and Celeborn came there, but in thousands of years Galadriel and Celeborn could have become acquaintances or even friends with all their subjects - if that was their style of ruling.

But if Galadriel became ruler of all Middle-earth she would probably have millions of subjects - including millions of mortal men. If the average man lived for about 80 years that would be about 29,220 days, or 701,280 hours. So if Galadriel made a rule to spend one hour with each Human subject she would get to know slightly no more than 701,280 of them in a lifetime, and if she made a rule to spend a full day with each Human subject she could get to know sightly better only 29,220 of them.

So the ring made Galadriel imagine being ruler of countless millions of mortal men and receiving from them the adoration which such a beautiful, wise, kind, superior being as herself deserved in millions of one-sided relationships that she would be the beneficiary of. Everyone would love her but know there was no possible way for Galadriel to love them back.

All shall love me and despair!

Which might seem very desirable to those who are at least partially egotistical.

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    This is more or less what I think when I read it. Everyone in the world will be compelled to love her to their own detriment. Mass unrequited love, causing no end of emotional suffering, and she will enjoy every second of it. Commented Jul 16, 2017 at 19:50
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    This, plus the Orwellian kind of love that the subjects show "Big Brother". You are required to love him, to the point where people might actually start doing so simply because of the brainwashing. Everything he does is great, per definition. If it's not great, then it cannot originate from Big Brother. If he makes a mistake, the mistake has to be corrected through censorship and fabrication.
    – Amarth
    Commented Dec 11, 2018 at 17:30
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    I thought of it in an almost divine sense. I know Tolkien was religious, and the whole idea of "loving and fearing an all-powerful god" wouldn't have been foreign to him. To me it always seemed like she was describing herself as basically a Christian God.
    – JMac
    Commented Dec 11, 2018 at 18:35

She's saying that everyone would love and worship her unconditionally.

Middle Earth would bend the knee to her without question, they would have undying loyalty to her.

A parallel is sort of like Imperial Japan. Where the people loved the emperor to the point that they would kill themselves on the battlefield.

And yet they suffered greatly because of that unwavering loyalty and worship.

That's what she's implying. That even though the masses worship her they will suffer because of it, they might not even realize they're suffering because they're so brainwashed.

And the reason that they'll suffer is even if you had a dictator that was supposedly loved and worshipped by all, that only gives more power to the dictator. The more support they have, the more they can act out with impunity. A population is supposed to keep its rulers in check but if the masses are so brainwashed, then no one can oppose the dictator. Even the dictator's closest aids and advisors will fear speaking out because they're not just going against the dictator, they're going against the might of the people.

So in the end what you've got is a dictator for life that has essentially brainwashed the entire population into unwavering submission, allowing her to act out in any way she wants, in any way she deems fit. No one will be able to oppose her, her will is law.


I think the idea of mass unrequited love for Galadriel that could never, ever be returned or fulfilled is the correct interpretation.

Everyone would love Galadriel, more than anything else; every man and women, and any other love they felt for anything or anyone else would be nothing but a pale, hollow thing in comparison. And that perpetual, never-ending and never-returned unrequited love would make everyone's lives absolutely unbearable, intolerable pits of despair.

If you've never felt unrequited love, well... take it from someone who knows it well, it is extremely unpleasant, and it essentially presses down on top of everything else in your life, crushing down on your life like an oppressive depression. It creates a permanent cap on how happy you can ever feel, a cap which is very low. And the only way it can really be dealt with is to eventually give up on it and move past it, whether you can find someone else to fill the void or not. Unrequited love is a powerful and terrible thing, and it absolutely causes powerful despair.

But, if you couldn't get past it, if you just couldn't ever get past it and get on with your life, you would be trapped in a never-ending painful obsession with the object of your love, making every other relationship, every other thing in your life basically empty and hollow, or at the very best a shallow substitute for your one true love. And even if you were able to find someone else you could love, it would be but a shallow, superficial, and unsatisfying love in comparison.

And now just imagine if absolutely everyone was in that situation... life for everyone would be nothing but endless empty drudgery, going through the motions of their lives with no hope of ever being truly happy, and every night everyone's sleep would be filled with dreams of the one Bright Queen whom they all love with every fiber of their being, but whom none can never have.

Birth rates would likely plummet, work productivity, crafts, and all artistic endeavors would collapse, or essentially cease altogether... with the sole exception of art celebrating Galadriel and her beauty, which would reach obsessive heights, but then quickly fall into stagnation, as all art would now be about Galadriel and nothing else. Many people would likely starve to death out of a simple loss of appetite or the will to go on. Rates of intentional suicide would skyrocket.

Everyone's lives would forever become little but unending pangs of emptiness, and a sharp, stabbing ache deep in the pit of their guts from a hole that can only be filled with the one person whom they know they can never have, and whom they know everyone else also wants just as badly. Forever.

Life for everyone would become unending misery and despair.

So yes, "All Shall Love Me and Despair" is a very valid and terrible warning, and would be an absolutely horrible fate for the world.


About "all shall love me and despair": I would like to add weight to what we might call the "unrequited celebrity crush" interpretation suggested by others. The very next sentence reads "She lifted up her hand and from the ring that she wore there issued a great light that illuminated her alone and left all else dark.". My take on this is that she would seduce others into obsessive adoration, dimming their appreciation for everything else by outshining it, and then betray them once they had become utterly dependent: an unbearably bright light that first blinds and then fails you, leaving you in deeper gloom than ever before.

Gandalf making the good seem detestable ... well, Gandalf is irritable and can be pretty sarcastic (e.g. "Have you no wits left" to Boromir or "I have heard both" when Gimli and Legolas both profess never to have heard that their own kin was responsible for the friendship of dwarves and elves ending). He doesn't have Saruman's voice, but he rivals him on the debate floor. Once in possession of the Ring, he might cause others to stray from good causes by giving said causes a vicious tongue-lashing while lending his rhetorical skill to the support of far less commendable ones.

  • Hi, welcome to SF&F. Are you sure you're not thinking about the quote in the question about "beautiful and terrible?" If not, you really should track down the quote to make this a worthwhile answer.
    – DavidW
    Commented Oct 4, 2020 at 18:53
  • DavidW: thank you for the feedback. I've added the quote. Commented Oct 6, 2020 at 8:02

It’s a commentary on the lack of free will the population under Galadriel’s rule would experience. “All shall love me and despair”. The key word is “shall”! Thesaurus lists synonyms for shall as “be obliged” “must” “will”. Shall thus implies a lack of choice on the part of Galadriel’s “subjects”. They must love her, even if they don’t want to. They WILL love her, even though she will be unlovable due to the corruption of the ring. Furthermore she will love her subjects as well but her love WILL be a terrible thing (And I shall not be dark, but beautiful and terrible as the Morning and the Night! Fair as the Sea and the Sun and the Snow upon the Mountain! Dreadful as the Storm and the Lightning! Stronger than the foundations of the earth). Imagine something so beautiful it is terrible to behold…the mere sight so wonderful it is painful. Irresistible yet at the same time infinitely destructive. You want to look away but you can’t even though you know it will destroy you. There is no hope! DESPAIR!!!

Incidentally this is different from unrequited love (which is just a self deluded way of describing infatuation/odsession, as real love requires more than one party). Unrequited love is still a choice by the “lover” who can always undergo personal growth allowing them to outgrow the infatuation/obsession.


I think that means that she would be too great for her people. At the same time beautiful and so far above the mortals and event the elves. She would be so powerful and omniscient (she already is a bit) that her empire would be a living hell disguised as paradise


All would love her and despair of ever being free to experience the full exercise of their humanity which is the freedom to choose.

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    Hi, welcome to SF&F. This answer seems pretty short, compared to the more worked out answers above. You do seem to be suggesting, though, more of a compulsive force on Galadriel's behalf than the other answers; do you have any support for the idea that Galadriel, beyond being a supreme being in Middle-earth, would be able to suppress essential attributes of the people who live there? (Leaving aside the problem off assessing the "humanity" of the dwarves or elves.)
    – DavidW
    Commented Jan 5, 2022 at 15:13

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