A/N: So... there's not a whole lot written about the origins of the Nazgul, so I took a few liberties while trying to stick as close as possible to the books.

Wielding the ruling ring in the distant mountain of fire, Sauron sought the minds of the wearers. He felt the presence of his rings calling him, he sensed their power, and for a moment much too brief he perceived a flickering in the back of his mind of other thoughts not his own. And then it was gone. He did not stop and wonder - he knew at once that the Elves knew. And he was well aware they knew that he knew.

Despite the brilliance of his plan, it had failed.

His wrath manifested in tremors of the ground, in the scalding heat rising off the lava pits, in ash and smoke funneling out of the volcano. In a blind rage he galloped to the base of his unfinished tower on the gasping plain of Gorgoroth. Endless hordes of Orcs labored at all times on the fortress, but Sauron ordered the construction temporarily cease, for war had been declared on the Elves. He sent messengers to the Men of the east and south calling on their allegiance, and by the week's end his soldiers gathered in Mordor prepared for battle.

His armies marched to Eregion and besieged the city. After several days the walls were breached, the marble gates torn asunder; Men and Orcs stormed the streets as Sauron and his captains followed in their ruinous train.

When they reached the city center, Celebrimbor appeared at the top of the stair, held hostage by the armed invaders. The Noldo regarded the Dark Lord spitefully. "So your ill will has been revealed, 'Annatar'. I shall not speak your true name, as it is just as foul as your fallen master's."

"I gave you a chance," he said darkly, "to serve me freely."

"It was a trick! You are a deceiver!"

"You could have been great, Celebrimbor." The Maia gave the Elf a dismissive glance, turning instead to his captains. "Kill him."

White steps ran red with blood as Celebrimbor, lord of the jewel smiths, was decapitated. The Orcs impaled his head on a stake to display outside the city gates.

Meanwhile, Sauron entered the workshops. He forced open the ornate chests the jewel smiths made to house the rings, recovering the original sixteen – but Celebrimbor's three he did not find. "There are three missing! Where are they? There were nineteen rings in total – where are they?!"

"Perhaps you miscounted, my lord," an Orc captain said sheepishly.

Sauron swung his arm back and sent the Orc sprawling out among the dead of Ost-in-Edhil.

"Comb every inch of this city and hand over any rings you find to me," he ordered his armies. "Failure to do so shall result in a very painful death."

His captains blanched and gave Sauron fervent nods. He flicked his cape over his shoulder and glided down the steps on his way out of the city. The Men he persuaded to serve him were resting in their camps following the aftermath of the battle, and the Maia summoned their kings to him, including young Khamûl, who was by then chieftain of Rhûn.

They entered the Dark Lord's tent one by one and knelt before the Maia. His gaze went down the line, scanning their faces to make sure everyone was accounted for.

He drew back the lid of the chest he was holding. The rings shone of a mesmerizing radiance, tempting the Men forward into the light.

"I have a reward for your aid in the war – magical relics, spoils from the Elven city. So long as you wear these rings, your power is enhanced." His eyes fell to Khamûl. "And you are immortal, just as the Elves."

The chieftains accepted the rings without hesitation. "How will we ever repay you, my lord?"

"It has already been done," he informed them.


Part of his plan was redeemed by recovering those sixteen rings, although Sauron grieved for the three that were lost. Why had he left Celebrimbor alone and unsupervised? He should have known the jewel smiths would put their new knowledge to use and craft rings on their own. If he had only been there to influence…

No, it mattered not. Anyone who wore those rings would also be under his control, for Celebrimbor used the same method Sauron taught him. He cast the regret from his mind, but he did not surrender all hope that the three would eventually be discovered.

He wandered the borders of the kingdoms of his enemies, always listening for any word, any hint of their location. While he was spying in Elven guise one day, hoping to blend in, he came across a Man of Númenor wandering the same path. Sauron had half a mind to hide, but curiosity bid him remain at the last second.

The Man called out a greeting, and the Maia turned to reveal himself, outlaid in luminous white.

The flustered mortal took two steps back. "Oh! You are one of the fair folk. I will not consume much of your time. I seem to have strayed too far from the docks. Could you point me in the right direction?"

"I could." He paused. "But are you not curious to see the land of your ancestors?"

"I've seen some, albeit not as much as I'd like. Númenor too is very fair."

"Surely even the king could be pardoned for wanting to explore these vast regions?" Sauron reasoned.

"I myself am not a king, my brother is. But I do appreciate the confusion."

Sauron gave him a sympathetic smile. "That's too bad, you appear the kingly sort." He gestured to the path ahead. "Come, will you walk with me?"

The mortal blushed at the compliment, and he readily followed Sauron. The latter glanced at his companion and attempted to read him. He was tall and strong of build, like all Númenóreans. His hair was raven-black and his eyes blue as the sea his people loved. His embroidered robes flowed like silk and glowed under the sun. A metal circlet adorned his noble head.

"Have you any contact with my people?" the Maia asked.

"Not very much," the man confessed. "I have entertained a few Elves in our courts, and we send men to fight in their wars and occasionally exchange gifts, but I have never held a full conversation."

"And what do you think of the relationship? Do you think it fair that we live freely in these lands, and in the west, and possess the greater gifts?"

"Well…" He bit his lip shamefully. "There are some among us who say nay. They desire the immortality that was not intended for Men."

"Understandable. I've watched your ships come and go from these harbors many times, and I find myself pitying the Men of Númenor. You are truly the greatest among Men, the wisest, the wealthiest, the most honorable. You should not be confined to a lone isle in the sea. How Middle earth would profit from your rule! But I am not King Gil-galad, or a lore master like Elrond, and alas, few of my people heed my words. Personally, I believe you should claim what is your right."

As he was still speaking, the Man and Maia reached the end of the path and cleared the woodland, revealing the shores of Lhûn and the ships bobbing in the harbor. "But here we are!" Sauron announced on a sudden. "Return to your ship, my friend, and forget not all I've said to you."

His companion looked like he meant to reply, but he was too flabbergasted by the abrupt appearance of the port and the bold speech of his guide. He thanked Sauron profusely and shook his hand. The Maia stood limp while his arm jerked up and down in the other's grip.

"Thank you for bringing me to my destination. I shall not forget our conversation this day, you have my word."

Sauron watched from afar as the Man embarked on a ship bound for the west. When he continued on the long road back to Mordor, he found it strange that his curiosity had not abated.


He took the journey on foot, lest the Elves recognize his horse and her sorcery. Thus, it was some time before he came again to the region. As he passed through the lands near to the gulf of Lhûn, he was intrigued to see the same Man of Númenor. It seemed as if he were clinging to a meager hope Sauron might happen by.

The Maia gratified him by appearing in the guise he was last seen in, and the mortal's eyes lit up eagerly at the sight of him. He gave Sauron an Elvish greeting and bowed his head.

"I've been seeking you out rather unsuccessfully, for I know how elusive Elves can be. I cannot stop thinking of our conversation and how I much desire to speak with you again. You'll be pleased to know I shared your ideas in Númenor. My brother the king did not take kindly to them, nor did most of his council, but among the influential many agree we should establish more outposts in these lands."

"Some progress is better than none."

The Númenórean's brows furrowed in deep thought. "I cannot help wondering what profit you stand to gain if Men reside here."

Sauron looked around nervously and yanked the unsuspecting Man under the cover of the trees. "Lower your voice if you wish to ask such questions, lest unfriendly ears listen in. The truth is, Gil-galad and the Elven lords are tyrants – they fear their power stripped from them, so they keep Men subdued. It is in the best interests of Men, Elves, and Middle earth if their dominance were challenged by Númenor."

His companion listened with wide eyes. "Is this really true?" he whispered.

"Sadly, yes. Not all is fair with the fair folk. Keep that in mind next time you are at council – your decisions affect not just Men, but every citizen of Middle earth."

Once again, he guided the man back to the harbor, and once again he waved as the ship lifted anchor from the eastern shores. And when the usual time rolled around the next month, his feet pulled him unconsciously along the path to await his regular visitor.

On the next occasion they met, the Númenórean wore a smug grin as he greeted the Maia. Sauron raised an eyebrow and anxiously waited to be told the reason.

"Would I speak too rashly if I assumed you must somewhat enjoy my company, too?"

"You would," Sauron replied. "But then such is the manner of your race."

The mortal brushed his harsh words aside. "Do you not think it possible for Elves and Men to be friends?"

"Hardly does a full year pass from the view of an Elf than you have already lived half a life. However, you share a home, and your hopes and desires are relatively the same, so your paths must be intertwined."

Dense bushes rustled on their right, and the man was startled by a brutish growl. He kept his hand on the hilt of his sword until the noise passed. "Are you not fearful, wandering out here on your own? I've heard it is dangerous with the servants of the Dark Lord occupying the wilderness."

"No, I do not fear the Dark Lord. The Elven lords make him out to be much worse than he is. They must - otherwise they might lose subjects."

The mortal dwelt on that a moment. "I've never asked for your name, but I must know it."

"It is not customary for Elves to give out their names after such short acquaintance."

"Oh, very well. But I will tell you mine. I am Melimehtë, chief naval officer of the royal house of Númenor."

"Mairon," the Maia found himself saying, with no explanation.

All he received for his intimate reveal was a blank stare. "I know some Elvish, but I'm afraid I don't know the meaning of that name."

Sauron rolled his eyes. "Of course not."

"Who are your people?"

The Maia dipped his tone in a well of remorse. "No one, not anymore. The Elven lords took whatever followers I had."

Melimehtë replied with a voice rich in pity. "I do not believe that is the case. If I were your kinsman, I'd be the most loyal of them all."

Sauron laughed scornfully. "You do not know what loyalty is!" Who was there even nearly as loyal as he? Who had ever served Melkor more faithfully, all the while not looking to his own success, but the success of another? Who would do anything for him, just as he would have done anything for Melkor?

"Maybe not," he admitted. "We are not the wiser race, after all. But I do know that I would have followed you anywhere, no matter where it may be."

Sauron gazed upon the Man with renewed interest. "Do you mean that?"

"I do."

"Well, if you are a true friend to me and my people, then you will see to my request and help free us from tyranny."

Melimehtë tightly seized his arm, and the Maia flinched at the contact. He judged by the warmth in the man's eyes that this was done amicably. "I shall do my best, mellon."

Sauron walked away from that encounter unsettled. He was faintly reminded of a friendship he once had…although he did not remember when, or with whom…

Upon returning to his temporary outpost outside Mordor, he found Muilë absent from her post, and blood droplets that he followed around the stable with a sense of overwhelming dread. He knew what to expect, but it still cut like a knife to find his horse at the end of the trail.

The Maia touched her head and closed his eyes. He sought desperately for the fëa to resurrect her, but it was too late. It had already departed for the Undying Lands.

His attendant flew across the field in a state of disarray. "My lord, I am so sorry! We were unprepared! Riders came from the north and…and…" He crouched down and sadly stroked his fingers through her mane. "I'll miss her."

A harsh wind blew angrily over the precipices of the Mountains of Shadow. Sauron was silent for a long time. He finally broke free of his haze and strode towards the barracks, returning with a crossbow from the weapons rack. "In which direction did they go?"

His attendant tore his eyes from Muilë's corpse and pointed at the behest of his master.

The Maia tracked the Men all that day, following the hoofprints of their horses in the tall grass until nightfall forced them into the shelter of a wood. He watched from the shadows while they sat around a fire and ate their evening meal. Five or six horses were tied up in a corral.

"I am not at ease," said one of the riders. "Has anyone else felt ill ever since we passed that evil-seeming camp?"

"Yes, like we are being stalked," another whispered. "Remember how I warned us not to slay that black mare? I think she had a curse upon her."

"That was no horse! It was a fell spirit keeping a horse as its captive. We delivered her from torment."

A Man acting as lookout sat not far from Sauron. He had no time to scream before the Maia seized him from behind and wrapped his arm around his throat until the neck snapped. He tossed the empty corpse into the bushes.

The rest shot up in alarm and reached for their swords. "What was that?!"

Sauron notched his first arrow and stepped into the clearing, shooting and reloading enough times to fill each of the Men with multiple projectiles. They dropped like flies, swords falling uselessly to the ground. He walked atop their lifeless bodies to cut the horses free and take them to Mordor.

Their people would owe him horses forever more.


Melimehtë kept his word. Sauron's spies were confused when he did not react negatively to the report of a fleet of Númenórean ships arriving in Middle earth. They were even more bewildered when their lord expressed an eagerness to greet the newcomers himself. He caught many a concerned glance as he set out for Eriador.

The ships had put in at the gulf of Lhûn and continued upriver, where white sails flapped in the breeze and the air was filled with the sounds of sawing and hammering. Men were hard at work erecting a fort on the bank.

Sauron in his Elven disguise was welcomed at the docks by Melimehtë and his followers.

"I must admit," the Maia said, "I am surprised you came through."

"I simply remembered what you told me - how our decisions affect not just Men, but every citizen of Middle earth. The stubborn minds of the council would not be changed, but I've brought with me my most loyal men and servants."

"For this act you have gained my friendship, and the friendship of all those oppressed under King Gil-galad." Sauron placed a hand on his chest and bowed his head. "Now, will you do me the honor of showing me around this marvel of Númenórean handiwork?"

"Of course! You need not ask twice." He waved over his guards. "This is our highly esteemed guest – he shall be allowed anywhere he wishes, and he shall be treated with no less respect than I."

The Maia smiled agreeably at them. Then he followed Melimehtë on a tour of the fort, listening to a speech on Númenórean history and customs he was not particularly interested in, but storing it away just in case. He paid extra attention to the armory and how many soldiers had come on board the ships.

"You must always be on your guard," Sauron warned his host. "The kingdoms of the Elves are not to be trusted, even if they make an effort to appear friendly."

Melimehtë nodded grimly. "We are well prepared for such threats."

Sauron could not help grinning. When the Man looked at him, he quickly said, "It brings me so much joy to think of the helpless freed from the yoke of tyranny."

"Yes, it is the same for me," Melimehtë replied gladly.

The Númenórean lord was loath to see Sauron go, but the Maia promised to visit again soon. He was in high spirits until he returned to Mordor and the battle reports that awaited him there. Another host of Orcs had been crushed by the armies of Lindon. The Easterlings were too scattered to be of much threat, even under the command of their chieftains who were in turn controlled by Sauron.

The Elves and their Númenórean allies proved more than a match for his armies. Most of his energy was going towards the construction of his fortress and fortifying Mordor, so he had little to spend facing his enemies in battle.

In desperation he decided to ask Melimehtë for help. The timing was not yet right to reveal himself, and he feared the response he was about to receive.

"Give me a horse," he ordered his attendant.

He formed an impressive embassy to ride out to the fort on the banks of the Lhûn. Yet no sooner had they been spotted from afar than an alarm sounded, and the doors bolted fast. Archers poised atop the wall with their bows at the ready. Tense seconds passed as Sauron and his company waited, before Melimehtë along with his guards appeared at the entrance.

The latter drew their swords to prevent the Maia coming any nearer. The Orcs bared their teeth at the blades, but their master raised a hand and instantly quelled them.

"It is Sauron, my liege," the guards said in low voices. "The Dark Lord."

Flanked by Orcs, Sauron parleyed with the Númenóreans.

"Melimehtë, you must lend me your aid against the Elves."

The Man tilted his head, for he recognized that voice. Realization dawned upon the Númenórean lord as the ambassadors of Mordor held their breath. "You are the Dark Lord. You are him." Many emotions passed over his face, none of them being anger or betrayal. On the contrary, he answered with a resolute nod. "But to me you have ever been steadfast and spoken true, and I shall come to your aid."

His men slowly lowered their weapons.

Sauron blinked in surprise, but he did not let the emotion show.

The same gates that had shut against them now creaked open. Sauron urged his horse onward and his Orcs followed in single file, hesitantly sniffing the air. Behind the walls, the Númenórean men and the Orcs of Mordor maintained a cautious distance.

The visitors were given lodging, supplies, and food, which the Orcs scarfed down hungrily. They fought over the richly woven blankets and oohed and awed at the shining armor provided by the Men.

Sauron wandered the fort to assess their numbers, thoroughly confident the odds would soon be shifted in his favor. He circled back to the main building and placed his ear against the door, picking up on a muffled conversation on the other side.

"Are you sure about this, sire? Trusting the Dark Lord?"

"Forget what you have heard," Melimehtë's voice responded. "You do not know him as I do."

Sauron chose that moment to enter the barracks. The guard who had been speaking paled in fear and fell back against the wall. The Maia smirked at that response before facing Melimehtë.

"Are you almost ready, my friend? My forces depart this very night for the enemy camp."

"Yes!" Melimehtë rolled up the map on his desk and stuffed it in an interior pocket of his cloak. "You have only to give the order, and we shall obey."

Distant fires gave away the location of the Elven camp. Sauron and the Númenórean lord rode side by side into darkness with their conjoined armies at the rear. Melimehtë unsheathed his sword and raised the blade high, catching a glint of evening light in its reflection. He looked at the Dark Lord through the eyeholes of his helmet.

The Maia met his gaze steadily and gave a nod of encouragement.

Melimehtë angled his sword to point forward. "Charge!"

The Elves were at a loss when the same Men believed to be their allies showed up on the battlefield alongside Orcs and drove them back to Lindon. Sauron rejoiced at the turning tide and reveled in his victory.

His good fortune was not to last, however. The Númenórean king caught wind of the treachery of his brother, and he sent forces against the rival faction in retaliation.

Sauron rushed to his newfound allies as soon as he received the news. He arrived at the port on the river Lhûn, where the ships and fort had been torched. Fiery banners and fallen Men lay strewn about the harbor. Ash blew in the wailing winds. He salvaged a torn flag from the ruin bearing a flaming red eye as its crest.

At last, he spotted Melimehtë lying among the dead, a sword cleaved through his chest and leaving a gaping wound. Blood trickled from his lips as he struggled to draw breath. Clouded blue eyes gazed at the night sky.

"Mairon," he said to the Maia kneeling beside him in the mud of the riverbank. "My own people," he gasped, "tried to kill me." Melimehtë squinted at his face. "There are too many lights…I cannot see…"

"Hold on."

Sauron applied pressure to the wound and ripped off a piece of the Man's tunic to bind it. The latter flinched against the pain, but the discomfort soon eased. The Maia then opened his limp hand and placed the ninth ring on his finger. "You will be a king."