J. R. R. Tolkien derived the characters, stories, places, and languages of Middle-earth from many sources. Shakespeare's influence on Tolkien was substantial, despite Tolkien's professed dislike of the playwright. Tolkien disapproved in particular of Shakespeare's devaluation of elves, and was deeply disappointed by the prosaic explanation of how Birnam Wood came to Dunsinane Hill in Macbeth. Tolkien was influenced especially by Macbeth and A Midsummer Night's Dream, and he used King Lear for "issues of kingship, madness, and succession".^[1] He arguably drew on several other plays, including The Merchant of Venice, Henry IV, Part 1, and Love's Labour's Lost, as well as Shakespeare's poetry, for numerous effects in his Middle-earth writings. The Tolkien scholar Tom Shippey suggests that Tolkien may even have felt a kind of fellow-feeling with Shakespeare, as both men were rooted in the county of Warwickshire.

J. R. R. Tolkien, a philologist and medievalist as well as a fantasy author, recorded that he disliked William Shakespeare's work.^[1] In a letter, he wrote of his "bitter disappointment and disgust from schooldays of the shabby use made in Shakespeare [in Macbeth] of the coming of 'Great Birnam wood to high Dunsinane hill'".^{[T 1]} He attributed his creation of a world containing tree-giants or Ents 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 humanities Patrick Curry argues that what set Tolkien against Shakespeare was his "'denaturing' of Elves", his explaining away of their distinctive character.^[2] Curry was alluding to Angela Carter's analysis of the wood in A 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 that Middle-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 like those photographs of fairy folk that so enraptured Conan Doyle."^[2]

Tolkien, in other words, wanted Middle-earth to be full of the supernatural, with trackless woods full of powerful beings, such as Elves. In Curry's view, such a world has restored to it "the same sense of wonder that Keats experienced upon encountering Chapman's Homer", reconnecting to the ancient but living tradition of an almost forgotten England.^[2]

In his essay On Fairy-Stories, Tolkien cites three of Shakespeare's works, namely A Midsummer Night's Dream, Macbeth, and King Lear, as of interest to the question of what a fairy-story actually is.

Both Macbeth and King Lear are tragedies that involve the supernatural 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 scholar Michael Drout writes that while Tolkien's professed dislike of Shakespeare is well-known, he was certainly influenced by Macbeth and A Midsummer Night's Dream, and his use of King Lear for "issues of kingship, madness, and succession" was hardly surprising.^[1]

The Tolkien scholar Michael Drout argues that the section of The Return of the King in which war comes to the land of Gondor, and its kingship comes into question, has a series of literary connections with Shakespeare's King Lear.^{[1][T 3]}

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 scholar Tom Shippey comments that Tolkien transforms two of Shakespeare's motifs from Macbeth: the march of the Ents to destroy Isengard, recalling the coming of Birnam Wood to Dunsinane; and the prophesied killing of the Witch-king of Angmar, recalling the killing of Macbeth.^[4][5]

In the Battle of the Pelennor Fields, Éowyn, a woman of the royal house of Rohan, 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, the Hobbit Merry Brandybuck stabs him behind the knee with his ancient dagger from the Barrow-wight's hoard, made for this exact purpose. As the Nazgûl staggers forwards, Éowyn kills him with her sword. Julaire Andelin, writing in The J. R. R. Tolkien Encyclopedia, states that the Elf-lord Glorfindel'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 that Macduff "was from his mother's womb / Untimely ripp'd" (as Macduff was born by Caesarean section: Act 5, scene 8). Thus, Shippey argues, despite Tolkien's stated dislike of Shakespeare's treatment of myth, he read Macbeth closely.^[7]

Tolkien found Shakespeare's solution to how Birnam Wood could come to Dunsinane to fulfil the prophecy in Macbeth 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 Wizard Saruman.^[5] The Ents destroy Saruman's fortress of Isengard;^{[4][T 6]} the Huorns march as a forest to Rohan's fortress of Helm's Deep, besieged by Saruman's army of Orcs. 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]}

Tolkien made use of A Midsummer Night's Dream repeatedly in The Hobbit. Lisa Hopkins, writing in Mallorn, writes that this contributes to the book's marked Englishness, along with features like the 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 the Dwarves from the Trolls by stirring them to argue amongst themselves, just as Shakespeare has Puck stir up an argument between Lysander and Demetrius (Act III, scene 2).^[8]

Hopkins further compares the transformations in the two works. Shakespeare's Bottom acquires an ass's head, while the tradition of having actors play multiple roles means that Theseus doubles as Oberon, and Hippolyta doubles as Titania. Tolkien's Beorn 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's Mirkwood, 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 six mechanicals 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 in A Midsummer Night's Dream and The Lord of the Rings, both Shakespeare and Tolkien drew on their personal experience of living in the county of Warwickshire, 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 as The Tempest's protagonist, the sorcerer Prospero, could be for Gandalf's short temper.^[12]

Tolkien's "Riddle of Strider", a rhyme about Aragorn,^{[T 8]} echoes a line of Shakespeare's from The 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]

Kollman adds that Tolkien used many folk sayings in The 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 is Prince Hal (the future King Henry V) of the four Henry 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 the Palantír of Orthanc, the seeing stone that was once in his ancestor Elendil'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 to Frodo in Rivendell,^{[T 9]} which recalls the final "Song" about winter in Love'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 his mythopoeic The Book of Lost Tales at the start of his writing career.^[9][10]

Kollman gives, too, a section of Antony and Cleopatra:^[13]

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]

• Tolkien and the Celtic
• Tolkien and the classical world
• Tolkien and the Norse
• Tolkien's modern sources

• Carpenter, Humphrey, ed. (2023) [1981]. The Letters of J. R. R. Tolkien: Revised and Expanded Edition. New York: Harper Collins. ISBN 978-0-35-865298-4.
• Croft, Janet Brennan, ed. (2007). Tolkien and Shakespeare: Essays on Shared Themes and Languages. McFarland & Company. ISBN 978-0786428274.
• Drout, Michael D. C. (2004). "Tolkien's Prose Style and its Literary and Rhetorical Effects". Tolkien Studies. 1 (1): 137–163. doi:10.1353/tks.2004.0006. S2CID 170271511.
• Rosebury, Brian (2003) [1992]. Tolkien: A Cultural Phenomenon. Palgrave. ISBN 978-1403-91263-3.
• Shippey, Tom (2001). J. R. R. Tolkien: Author of the Century. HarperCollins. ISBN 978-0261-10401-3.
• Shippey, Tom (2005) [1982]. The Road to Middle-Earth: How J. R. R. Tolkien Created a New Mythology (Third ed.). HarperCollins. ISBN 978-0-261-10275-0.
• Tolkien, J. R. R. (1954a). The Fellowship of the Ring. The Lord of the Rings. Boston: Houghton Mifflin. OCLC 9552942.
• Tolkien, J. R. R. (1954). The Two Towers. The Lord of the Rings. Boston: Houghton Mifflin. OCLC 1042159111.
• Tolkien, J. R. R. (1955). The Return of the King. The Lord of the Rings. Boston: Houghton Mifflin. OCLC 519647821.