AT A MEMORABLE moment in The Fellowship of the Ring, Peter Jackson’s 2001 film adaptation of the first part of J. R. R. Tolkien’s The Lord of the Rings, the company of heroes rush into a dense forest, where suddenly everything seems weirdly calm and still. The dwarf Gimli warns the hobbits to “stay close,” explaining: “They say that a great sorceress lives in these woods, an Elf-Witch of terrible power.” The scene doesn’t appear exactly that way in the book, but the general atmosphere of the eldritch or otherworldly does pervade the description of Lothlórian. Gimli is referring, of course, to Galadriel, who is described in Tolkien’s writings as “the greatest of the elven women” and “the mightiest and fairest of all the Elves that remained in Middle-earth.” Contrary to the prevailing view, Gimli’s initial description of her contains a good deal of truth. Galadriel might well be considered the Witch-Queen of Lórien.

Apart from the hobbits themselves, whose goodness in Tolkien’s world derives mainly from their simplicity, Galadriel probably represents the most supremely “good” character in The Lord of the Rings. In Tolkien’s mythic history, Galadriel was born in Valinor, the “Undying Lands” (a sort of Asgard or Mt. Olympus), before even the creation of the sun and moon, and she is the last of this high race of elves in Middle-earth. Hence, in The Lord of the Rings, she appears as an almost god-like figure, but one even less corruptible than those who are indeed demigods (or Maiar such as Gandalf, Saruman, and Sauron) in Tolkien’s mythology. Certainly, after Gimli’s initial skepticism — he is won over to such an extent that he later threatens to kill any who disrespect the Lady of the Wood — none of the “good” characters in the novel or the film adaptations questions her own inherent goodness.

Admittedly, I come to this as a notorious Orc-sympathizer, but I cannot bring myself to trust Galadriel, as well as the elves more generally. In my view, Galadriel has a rather ambiguous moral character. She is benevolent, to be sure, but her sense of good and evil rests on a dubious foundation, inasmuch as she perceives change itself as undesirable. For those beings who are not entirely satisfied with the status quo, Galadriel’s intentions may not be so noble, and her powers may well seem like forms of dark magic.

In my “Song of Saruman” essay, I suggested that the traitorous White Wizard was really an inverted Galadriel. When she refuses to take up the One Ring, she “passed the test,” whereas Saruman’s desire for power — even if it was for the power to do good — led him to become a Sauron-like villain. But lest we chalk up Galadriel’s noble choice to some inherent beatitude, thus denying how powerful the temptation really was and in turn robbing her of the truly heroic aspect of her refusal, we ought to remember that Galadriel is far more like Saruman, or even Sauron, than most Tolkien enthusiasts care to believe.

As we learn from her fascinating backstory, Galadriel came to Middle-earth as an unrepentant imperialist. In The Silmarillion, we learn that Galadriel took part in the great rebellion of her people against the will of the Valar (angelic or god-like guardians of the world), although she was not guilty of the worst sins committed at that time. The main reason that she rebelled was that she “yearned to see the wide unguarded lands and to rule there a realm at her own will.” Already a powerful elf who had benefited from the tutelage of the Valar, she eventually settled in Doriath, where she learned many seemingly supernatural arts from the queen of that realm, Melian, a Maia. This is still in First Age, many millennia before the events of the War of the Rings at the end of the Third Age. After the terrible War of Wrath, which brought an end to the First Age, Galadriel was given the opportunity to return to Valinor, but (as Tolkien phrased it in a late letter) “she proudly refused forgiveness or permission to return,” choosing rather to remain in Middle-earth, where she found new lands to rule.

Hence, her own desire for (political) power is, at least in part, what led Galadriel to invade these lands in the first place, and her rule over her kingdom seems no less absolute or more democratic than Sauron’s rule over Mordor or Saruman’s over Isengard. The particular kingdom Galadriel and her husband Celeborn govern, Lothlórien or Lórien, is a realm of “Silvan” elves (the Nandor), who in the racial hierarchy of Tolkien’s mythology are considered lesser elves. Galadriel is of the Noldor, and her mother was of the highest race, the Vanyar; Celeborn was a Sindaran elf from Doriath, so between the two, the rulers of Lórien have the most impressive bloodlines. (Galadriel’s daughter married Elrond, so Arwen is Galadriel’s granddaughter and Aragorn is also a distant relative; hence, Galadriel’s kinfolk will continue to reign even after she leaves Middle-earth.) Presumably their elevated heritage and status make them fit to rule over the wood elves, but even among the elven peoples, Galadriel seems to be an imperialist ruler, albeit a benevolent one. She maintains her regnant order, at least in part, through magic.

Galadriel is nowhere referred to as a “witch,” even though her seemingly magical powers are cited in a number of places. In fact, the word witch appears in The Lord of the Rings only in the Prologue and the Appendices, and every reference is to the Witch-king (or Witch-lord) of Angmar, an ancient enemy who lives on as Lord of the Nazgûl or Ringwraiths. The Witch-king of Angmar was a sorcerer of terrible power, it seems, and his black magic was undoubtedly linked to the ring of power he wielded. Yet Galadriel also bears a ring of power, as she confesses to Frodo, and she uses it to maintain a rather unnatural dominion over the laws of time and space. In the final film of Jackson’s Hobbit trilogy, The Battle of the Five Armies, Galadriel even gets to display some of her martial magic, as she defeats the Ringwraiths in a showdown at Dol Guldur. Although Tolkien presents her in a most flattering light, any reasonable person would be justified in thinking of Galadriel as a Witch-Queen.

Galadriel wears one of the “Three Rings for the Elven-kings,” whose power she uses to maintain her own kingdom in a state or perpetual, preternatural changelessness. The weakness of the elves, as immortal beings, is that they “become unwilling to face change,” as Tolkien writes in another letter. “Hence they fell in a measure to Sauron’s deceits: they desired some ‘power’ over things as they are,” thus wanting “to arrest change, and keep things always fresh and fair.” The rings of power are, after all, a technology introduced by Sauron, and even though “the three” were unsullied, their power is connected to his. Galadriel tells Frodo that her only desire is “that what should be shall be,” which sounds rather ominous, depending on how you view things. She wields powerful magic as a way of achieving her desire, although she will “pass the test” by declining the opportunity to possess the One Ring.

Tolkien fans might object that Galadriel’s magic is not the same as “the deceits of the Enemy,” a distinction made clear by Tolkien and voiced by Galadriel herself in The Lord of the Rings. Tolkien distinguishes between art and power, and he associates magic with the latter. In a letter later reprinted as a preface to The Silmarillion, Tolkien identifies “Magic” with “the Machine,” as both are catalysts “for making the will more quickly effective.” They are two names for the same thing: “all use of external plans or devices (apparatus) instead of the development of the inherent inner powers or talents — or even the use of these talents with the corrupted motive of dominating: bulldozing the real world, or coercing other wills. The Machine is our more obvious modern form though more closely related to Magic than is usually recognized.” Tolkien would argue that Galadriel’s “magic” is really an art, although I have my doubts.

Take, for example, the “Mirror of Galadriel” episode from The Lord of the Rings. The scene begins with Sam and Frodo remarking upon the omnipresence of “Elf-magic” in Lothlórien. “You can see and feel it everywhere,” says Frodo, but Sam notes that, unlike Gandalf with his showy fireworks displays, “you can’t see nobody working it. […] I’d dearly love to see some Elf-magic, Mr. Frodo!” Galadriel uses just this term to entice Sam to look in the mirror, although she mildly rebukes the hobbits for confusing “Elf-magic” with “the deceits of the Enemy.” Yet Galadriel had already indicated the moral ambiguity of this particular magic, noting that she is able to “command the Mirror” to reveal many things, often showing “to some […] what they desire to see.” But, she goes on, it is more “profitable” to allow the Mirror to show what it will, even though — whether it displays visions of the past, present, or future — “even the wisest cannot always tell.”

If this seems perilous, that’s because it is. As Galadriel specifically counsels when Sam becomes agitated and alarmed at the Mirror’s vision, “the Mirror shows many things, and not all have yet come to pass. Some never come to be, unless those that behold the visions turn aside from their path to prevent them. The Mirror is dangerous as a guide to deeds.” Thus Galadriel’s own “art” involves the potential for deceit, as the ambiguities of the Mirror suggest.

Earlier, when the fellowship first arrives in Lórien, Galadriel telepathically “tests” the members, causing them to see visions — whether this is “deceitful” or not is another question — that are painful to bear, especially to Boromir and to Frodo. (Galadriel later apologizes, in a way, to Frodo for “my testing of your heart.”) Undoubtedly, she has her reasons, and we trust that they are well intended, but her power to probe and, indeed, to interfere with the minds of others ought to give pause. If Galadriel does not wish to dominate, as do Sauron and Saruman, she is certainly willing to exercise power over others, at least for a while.

There is, perhaps, an extradiegetic explanation for Galadriel’s character. One might argue that the elves — particularly the High Elves such as Galadriel, Celeborn, and even Elrond Half-elven — represent the aristocracy of Middle-earth. After the War of the Ring, these figures acknowledge that the age of the elves has passed, and they make their graceful exit from the stage, ceding Middle-earth to “men” as their own power diminishes, and voluntarily departing. At the risk of undue allegorizing, one could envision the graceful evanescence of the elves as symbolic of the fading British aristocracy, whose members in the aftermath of World War II were increasingly challenged by commercial and political transformation of the stable, hierarchical society that they had presided over for centuries. A more demotic society — it is the “Age of Men,” after all — would not be suited to such “highborn” figures. Rather than continuing to fight what Galadriel calls “the long defeat,” these elites graciously allow the world to change and to continue without them. It is a much more chivalric version of Ayn Rand’s ressentiment-fueled, self-imposed hermitage of the rich and powerful in Atlas Shrugged, but it does offer a similar version of the culturally conservative response to modern social and political formations.

Tolkien himself was rather ambivalent about modern democracy, after all. He certainly opposed fascism and communism, and he supported the Allied war effort, but in a wartime letter to his son Christopher, Tolkien lamented that the ultimate consequence of victory would be to spread “American sanitation, morale-pep, feminism, and mass production” throughout the world. He continues:

But seriously: I do find this Americo-cosmopolitanism very terrifying. Quâ mind and spirit, and neglecting the piddling fears of timid flesh which does not want to be shot or chopped by brutal and licentious soldiery (German or other), I am not really sure that its victory is going to be so much better for the world as a whole and in the long run than the victory of —.

The final dash or blank space is in the original, which suggests that any side’s victory might be no worse than if the USA-led forces were to prevail. In the context of Galadriel’s “long defeat,” Tolkien’s wartime fears of the modern world as a spiritual wasteland dominated by commercial, popular culture are all too vivid. Galadriel’s true enemy, as her own behavior makes clear, is change itself, whether that change is natural, cultural, or political. In gracefully accepting defeat, she models for a dying aristocracy the sort of elegiac stance with which to confront inevitable social transformation.

In “Let Us Now Praise Famous Orcs,” I suggested that the basic humanity of Tolkien’s inhuman creatures proved them to be more worthy of our sympathy than the elves, “whose near-perfection marks them with a profound otherness.” As immortals, elves are always playing a long game in which we finite beings cannot ever hope to be much more than pawns. The characters who seem most aware of this fact in The Lord of the Rings are, in fact, the orcs, as is tellingly revealed in the dialogue between Gorbag and Shagrat. They lament having to work for “Big Bosses,” remember the “bad old times” when elves besieged them, and make hopeful plans for a postwar future in which there are “no big bosses.” In their fear and loathing of aristocrats and high powers, these orcs express thoroughly modern, even vaguely democratic sentiments. The Witch-Queen of Lórien, much like the dark Lord of Mordor, champions a different social order entirely. I am not entirely sure that Galadriel’s vision for how the world system should be organized is necessarily the better one. For those of us who are in favor of changing the world, Galadriel and her coterie of hereditary aristocrats represent the enemy, a power to be overcome, and her “long defeat” cannot come soon enough.

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Robert T. Tally Jr. is an associate professor of English at Texas State University, where he teaches American and world literature, literary theory, and criticism.