J. R. R. Tolkien derived the characters, stories, places, and languages ofMiddle-earth frommany sources.Shakespeare's influence on Tolkien was substantial, despite Tolkien's professed dislike ofthe playwright. Tolkien disapproved in particular of Shakespeare's devaluation ofelves, and was deeply disappointed by the prosaic explanation of howBirnam Wood came toDunsinane Hill inMacbeth. Tolkien was influenced especially byMacbeth andA Midsummer Night's Dream, and he usedKing Lear for "issues of kingship, madness, and succession".[1] He arguably drew on several other plays, includingThe Merchant of Venice,Henry IV, Part 1, andLove's Labour's Lost, as well as Shakespeare's poetry, for numerous effects in his Middle-earth writings. The Tolkien scholarTom Shippey suggests that Tolkien may even have felt a kind of fellow-feeling with Shakespeare, as both men were rooted in the county ofWarwickshire.
J. R. R. Tolkien, aphilologist andmedievalist as well as a fantasy author, recorded that he dislikedWilliam Shakespeare's work.[1] In aletter, he wrote of his "bitter disappointment and disgust from schooldays of the shabby use made in Shakespeare [inMacbeth] of the coming of 'Great Birnam wood to high Dunsinane hill'".[T 1] He attributed his creation of a world containing tree-giants orEnts to this reaction, writing "I longed to devise a setting in which the trees might really march to war."[T 1]

In another letter, Tolkien wrote that "I now deeply regret having used [the term]Elves, though this is a word in ancestry and original meaning suitable enough. But the disastrous debasement of this word, in which Shakespeare played an unforgiveable part, has really overloaded it with regrettable tones, which are too much to overcome."[T 2]
The scholar of humanitiesPatrick Curry argues that what set Tolkien against Shakespeare was his "'denaturing' of Elves", his explaining away of their distinctive character.[2] Curry was alluding toAngela Carter's analysis of the wood inA Midsummer Night's Dream.[2] Shakespeare's wood is
the English wood ... nothing like the dark, necromantic forest in which the Northern European imagination begins and ends, where its dead and the witches live ... an English wood, however marvellous, however metamorphic, cannot, by definition, be trackless ... But to be lost in the forest is to be lost to this world, to be abandoned by the light, to lose yourself utterly, an existential catastrophe[2]
Curry states thatMiddle-earth is exactly not like that "English wood".[2] He quotes Carter's explanation that "Nineteenth-century nostalgia disinfected the wood, cleansing it of the grave, hideous and elemental beings with which the superstition of an earlier age had filled it. Or rather, denaturing those beings until they came to look likethose photographs of fairy folk that so enrapturedConan Doyle."[2]
Tolkien, in other words, wanted Middle-earth to be full of the supernatural, withtrackless woods such asMirkwood full of powerful beings, such as Elves. In Curry's view, such a world has restored to it "the same sense of wonder thatKeats experiencedupon encountering Chapman'sHomer", reconnecting to the ancient but livingtradition of an almost forgotten England.[2]
In his essayOn Fairy-Stories, Tolkien cites three of Shakespeare's works, namelyA Midsummer Night's Dream,Macbeth, andKing Lear, as of interest to the question of what afairy-story actually is.
BothMacbeth andKing Lear are tragedies that involve thesupernatural as a necessary part of the action: in John Beifuss's view, in each case "the natural order is overthrown [by supernatural characters, theme, or imagery] and the consequences of this upsetting spread over all the action of the play".[3] The Tolkien scholarMichael Drout writes that while Tolkien's professed dislike of Shakespeare is well-known, he was certainly influenced byMacbeth andA Midsummer Night's Dream, and his use ofKing Lear for "issues of kingship, madness, and succession" was hardly surprising.[1]

The Tolkien scholarMichael Drout argues that the section ofThe Return of the King in which war comes to the land ofGondor, and its kingship comes into question, has a series of literary connections with Shakespeare'sKing Lear.[1][T 3]
| War comes toGondor | King Lear | Drout's comments |
|---|---|---|
| The hobbitMerry and the noblewomanÉowyn fight the Lord of theNazgûl. The Nazgûl says "Come not between the Nazgûl and his prey". | The mad Lear says "Come not between the dragon and his wrath". | |
| The Steward of Gondor,Denethor, calls his servants to help him burn himself and his heirFaramir to death with the words "Come if you are not all recreant!" | Lear calls Kent "recreant" for criticising Lear's handling ofCordelia. | Tolkien uses the word only this once. |
| Éomer, seeing Éowyn apparently lifeless on the ground, is enraged: "'Éowyn, Éowyn!' he cried at last: 'Éowyn, how come you here? What madness or devilry is this? Death, death, death! Death take us all!'" | Lear rages "And my poor fool is hanged! No, no, no life? / Why should a dog, a horse, a rat have life, / And thou no breath at all? Thou'lt come no more / Never, never, never, never, never!" | The passages share similar repetitions to express similar situations: loss of a female relative and madness. |
| Imrahil proves Éowyn is alive by holding "the bright-burnishedvambrace that was upon his arm before her cold lips, and behold! a little mist was laid on it hardly to be seen". | Lear says "Lend me alooking glass; / If that her breath will mist or stain the stone, / Why, then she lives". | |
| Gandalf speaks of "Seven stars and seven stones / And one white tree". | Lear's fool speaks of "seven stars". |
Drout comments that while some of these comparisons are in themselves inconclusive, the overall pattern is strongly suggestive of Shakespearean influence on Tolkien's writing.[1]

The Tolkien scholarTom Shippey comments that Tolkien transforms two of Shakespeare'smotifs fromMacbeth: the march of the Ents to destroyIsengard, recalling the coming ofBirnam Wood toDunsinane; and the prophesied killing of theWitch-king of Angmar, recalling the killing of Macbeth.[4][5]
In theBattle of the Pelennor Fields, Éowyn, a woman of the royal house ofRohan, confronts the Witch-King of Angmar, Lord of the Nazgûl. The Witch-King threatens that he will "bear thee away to the houses of lamentation, beyond all darkness, where thy flesh shall be devoured, and thy shrivelled mind be left naked to the Lidless Eye". He boasts "No living man may hinder me",[T 4] whereupon Éowyn laughs, removes her helmet, and declares:[T 4]
But no living man am I! You look upon a woman. Éowyn I am, Éomund's daughter. You stand between me and my lord and kin. Begone, if you be not deathless! For living or dark undead, I will smite you, if you touch him.[T 4]
The Nazgûl is surprised, but injures her with his first blow. Before he can strike again, theHobbitMerry Brandybuck stabs him behind the knee with his ancient dagger from theBarrow-wight's hoard, made for this exact purpose. As the Nazgûl staggers forwards, Éowyn kills him with her sword. Julaire Andelin, writing inThe J. R. R. Tolkien Encyclopedia, states that the Elf-lordGlorfindel's prophecy that "not by the hand of man will [the Lord of the Nazgûl] fall" did not lead the Lord of the Nazgûl to suppose that he would die at the hands of a woman and a Hobbit.[T 5][6]
Shippey states that the prophecy, and the Witch-king's surprise at finding Dernhelm to be a woman, parallel the witches' statement to Macbeth that he may "laugh to scorn / The power of man, for none of woman born / Shall harm Macbeth" (Act 4, scene 1), and Macbeth's shock at learning thatMacduff "was from his mother's womb / Untimely ripp'd" (as Macduff was born byCaesarean section: Act 5, scene 8). Thus, Shippey argues, despite Tolkien's stated dislike ofShakespeare's treatment of myth, he readMacbeth closely.[7]

Tolkien found Shakespeare's solution to how Birnam Wood could come to Dunsinane to fulfil the prophecy inMacbeth bitterly disappointing: the soldiers cut branches which they carry with them, giving something of the appearance of a wood, with an entirely non-magical explanation. Shippey comments that Tolkien transformed Shakespeare's theme so that trees actually could march to war: he has Ents (tree-giants) and Huorns (partially awakened trees) join the fight against the evil WizardSaruman.[5] The Ents destroy Saruman's fortress of Isengard;[4][T 6] the Huorns march as a forest to Rohan's fortress ofHelm's Deep, besieged by Saruman's army ofOrcs. The Orcs find themselves trapped between the Men of Rohan and the Huorns: they flee into the vengeful Huorn forest, never to emerge.[4][T 7]
| Author | Prophecy | Apparent meaning | Prosaic resolution | Mythic/magical resolution |
|---|---|---|---|---|
| Shakespeare | No man born of woman shall harmMacbeth. | Macbeth will not die violently. | Macduff, delivered byCaesarean section not born naturally, kills Macbeth. | ——— |
| Tolkien | No man living shall hinder theWitch-King. | The Witch-King is immortal. | ——— | AHobbit (with a magical daggermade exactly for this purpose[T 4]) and a woman kill the Witch-King. |
| Shakespeare | Birnam Wood will come toDunsinane. | Impossible, the battle will never happen. | Soldiers cut branches and carry them to battle, giving the appearance of a wood. | ——— |
| Tolkien | ——— | ——— | ——— | Huorns, partially awakened trees, march to battle and destroy theirOrc enemies.[T 7] |

Tolkien made use ofA Midsummer Night's Dream repeatedly inThe Hobbit. Lisa Hopkins, writing inMallorn, writes that this contributes to the book's marked Englishness, along with features likethe Shire and the character of its protagonist,Bilbo Baggins. Hopkins draws parallels between the way that the Wizard Gandalf acts as a benevolent but powerful guardian to Bilbo, and the way that Oberon watches over the young lovers in the play. Similarly, she likens the way Gandalf rescues Bilbo and theDwarves from theTrolls by stirring them to argue amongst themselves, just as Shakespeare hasPuck stir up an argument betweenLysander andDemetrius (Act III, scene 2).[8]
Hopkins further compares the transformations in the two works. Shakespeare'sBottom acquires an ass's head, while the tradition of having actors play multiple roles means thatTheseus doubles asOberon, andHippolyta doubles asTitania. Tolkien'sBeorn explicitly shape-shifts into the body of a bear, while Bilbo changes from being a timid follower to a capable leader.[8]

She compares, too, the play's wild wood, which has been read as symbolising the irrational and unconscious, with Tolkien'sMirkwood, which "surely ... functions on just such a symbolic level". She writes that Shakespeare's lovers find themselves in a hierarchy in the wood, above the sixmechanicals but below the fairies; while Bilbo is above the intelligence and morality of the giant spiders, but below the Elves of the forest.[8]
Rebecca-Anne Do Rozario suggests that inA Midsummer Night's Dream andThe Lord of the Rings, both Shakespeare and Tolkien drew on their personal experience of living in the county ofWarwickshire, creating the mechanicals and the Hobbits of the Shire respectively. Both groups are "ostensibly rustic", distinctively English,anachronistic given the eras in which the play and novel are set, and mediate between the magical world and the world of the reader.[11] Shippey adds that the play's enchanted wood is "a model of sorts" for the Ents'Fangorn forest; just asThe Tempest's protagonist, the sorcererProspero, could be for Gandalf's short temper.[12]
Tolkien's "Riddle of Strider", a rhyme aboutAragorn,[T 8] echoes a line of Shakespeare's fromThe Merchant of Venice (Act II, scene 7). Judith Kollman writes that Tolkien has inverted Shakespeare's line; she suggests it is a private joke, noting that it was applied to the hero Aragorn:[13]
| The Lord of the Rings | The Merchant of Venice | Henry IV, Part 1 |
|---|---|---|
All that is gold does not glitter, | All that glisters is not gold | And like bright metal on a sullen ground, |

Kollman adds that Tolkienused many folk sayings inThe Lord of the Rings, as Shakespeare did in his plays, so the echo could be coincidental, but that Tolkien very rarely did anything by accident. She writes that "All that is gold does not glitter" is sufficiently clearly Shakespearean that the reader is invited to look for further influence, in particular that Aragorn, the subject of Tolkien's poem, might be referencing a Shakespearean prince. She suggests that this isPrince Hal (the future King Henry V) of thefourHenry plays, writing that "Hal's monologue emphasizes what he seems to be, and perhaps, that he will merely move from mask to mask; Aragorn's explains what he is: ... unquestionably, gold."[13] Kollman further links Aragorn to Prince Hal by contrasting their actions with the symbols of kingly power. As soon as he thinks his father is dead, Prince Hal stretches out his arms and takes the crown: he does not wait for anyone's permission. In contrast, Aragorn says he will take thePalantír ofOrthanc, the seeing stone that was once in his ancestorElendil's royal treasury; but he waits for Gandalf to give it to him. Gandalf lifts the stone, bowing as he presents it to Aragorn, with the words "Receive it, lord!"[13]
Kollman writes that Tolkien "frequently" rewrote Shakespeare, while contradicting the original sentiments. She gives as an example firstly the poem that Bilbo recites toFrodo inRivendell,[T 9] which recalls the final "Song" about winter inLove's Labour's Lost.[13] Shippey calls both Tolkien's and Shakespeare's versions "Shire-poetry". He suggests that Tolkien was "guardedly respectful" of Shakespeare, and that he seems "even to have felt ... a sort of fellow-feeling with him", given that they were "close countrymen", both being from Warwickshire, the county where Tolkien had passed his happiest childhood years, and which he had attempted to "identify with Elfland" in hismythopoeicThe Book of Lost Tales at the start of his writing career.[9][10]
| The Lord of the Rings | Love's Labour's Lost |
|---|---|
When winter first begins to bite | When icicles hang by the wall, |
Kollman gives, too, a section ofAntony and Cleopatra:[13]
| The Lord of the Rings "In western lands beneath the Sun" | Antony and Cleopatra |
|---|---|
I will not say the Day is done, | Our bright day is done, |
Shippey notes in addition that the simple phrase "day is done" must long precede Shakespeare; and that the mention of the stars connects with the Elves'myth of the stars.[14]