It was not called the Old Forest without reason, for it was indeed ancient, a survivor of vast forgotten woods; and in it there lived yet, ageing no quicker than the hills, the fathers of the fathers of trees, remembering times when they were lords. The countless years had filled them with pride and rooted wisdom, and with malice.
—The Fellowship of the Ring, “In the House of Tom Bombadil”

Old Man Willow, by lord-phillock
The tone of The Lord of the Rings [LotR] famously contrasts with The Hobbit. Whereas The Hobbit is essentially a light and amusing children’s book, LotR is darker and more serious. J.R.R. Tolkien was aware of this and in the first few chapters of The Fellowship of the Ring he gradually bridges the gap, leading the reader through stylistic and thematic transitions, with Frodo, Sam, Merry and Pippin’s first adventure outside the Shire—their trek through the Old Forest—falling somewhere between the whimsy of The Hobbit and the weightiness of The Return of the King. (If you have only seen Peter Jackson’s LotR movies and never read the books, the Old Forest will be new to you, as Jackson left it out.)
Failing the test
For some hobbits of the Shire, the Old Forest occupies a mythological role similar to that of enchanted forests in European fairy tales, and of Mirkwood in The Hobbit. “I am more afraid of the Old Forest than of anything I know about,” says Fredegar “Fatty” Bolger, who is aghast at Frodo’s decision to go through it instead of taking the road. “The stories about it are a nightmare.”
Not everyone is so apprehensive. After crossing under the Hedge that protects the Shire from the Old Forest, Pippin asks, “Are the stories about it true?” Merry responds:
If you mean the old bogey-stories Fatty’s nurses used to tell him, about goblins and wolves and things of that sort, I should say no. At any rate I don’t believe them. But the Forest is queer. Everything in it is very much more alive, more aware of what is going on, so to speak, than things are in the Shire. And the trees do not like strangers. They watch you. They are usually content merely to watch you, as long as daylight lasts, and don’t do much. Occasionally the most unfriendly ones may drop a branch, or stick a root out, or grasp at you with a long trailer…
There are various queer things living deep in the Forest, and on the far side… or at least I have heard so; but I have never seen any of them. But something makes paths. Whenever one comes inside one finds open tracks; but they seem to shift and change from time to time in a queer fashion.
[Note that in Tolkien’s books, “queer” only meant “strange,” “odd,” or “uncanny,” contemporary interpretations of Frodo and Sam’s bond notwithstanding.]
Merry’s nonchalance ends up being misplaced, however. The forest forces the company into the valley of the Withywindle River (or at least seems to, as I discuss below), which is the last place they want to go as it is, in Merry’s words, “the queerest part of the whole wood—the centre from which all the queerness comes.” There they encounter Old Man Willow, a malevolent tree who nearly drowns Frodo and would have eaten Merry and Pippin alive were they not rescued by Tom Bombadil. Tom is perhaps the queerest of the “queer things living deep in the Forest” and divides readers more than any other character, and though he is fascinating, he is outside the scope of this essay. (Madeleine Dobrowski’s The Nonsense of Tom Bombadil is a good primer.)
Unlike Bilbo, who through his own mettle passes the tests posed by the challenges of Mirkwood and transforms into a rescuing hero, Frodo, Sam, Merry and Pippin fail in the Old Forest, and need to be rescued. Imagine Hansel and Gretel being freed from the witch by a unicorn instead of by Gretel’s cleverness. The quest has barely begun and they stumble on their first step largely because they underestimate the danger. Not that they can travel on the road with the Black Riders in hot pursuit, but they waltz into the woods too casually. (And seemingly don’t learn their lesson, as they need to be rescued by Bombadil again just a few days later in the Barrow Downs!)
As Lexi at GirlNextGondor remarks in her excellent video, “Why You Shouldn’t Skip this Chapter of The Lord of the Rings”:
The journey through the Old Forest demonstrates that the greatest risk the hobbits face is their own inability to see the world as it really is. In clinging to their preconceptions, they alternate between carelessness and panic. If they are to survive the dangers ahead of of them they must first learn to see those dangers clearly even if the knowledge is uncomfortable.
Thematically, this is quite different from The Hobbit, in which Bilbo rises to the occasion in Mirkwood with very little prior challenge—apart from his encounter with Gollum in the “Riddles in the Dark” chapter (which Tolkien re-wrote to harmonize with LotR just prior to its publication)—in a transformation described in just two sentences:
Somehow the killing of the giant spider, all alone by himself in the dark without the help of the wizard or the dwarves or of anyone else, made a great difference to Mr. Baggins. He felt a different person, and much fiercer and bolder in spite of an empty stomach, as he wiped his sword on the grass and put it back into its sheath.
On the other hand, Frodo, Sam, Merry and Pippin blunder in what is the first of three missteps, the following two being their heedlessness on the Barrow Downs and their indiscretion in Bree at the Prancing Pony Inn. Even then, they’re still not capable of taking care of themselves and can only continue their quest because Strider/Aragon takes them under his wing. “You have been much too careless so far,” he admonishes them, spelling it out clearly for the reader as well. Not until the end of Fellowship are the hobbits unsupervised again, when Frodo and Sam leave the company for Mordor in an act of bona fide courage and Merry and Pippin run off in a panic and are captured by orcs. Merry and Pippin eventually elevate themselves heroically but not until The Return of the King.
This is better developed story-telling. As characters, Frodo, Sam, Merry and Pippin are more relatable than Bilbo. We can all easily imagine ourselves messing up in a foreign land out of ignorance, and still not learning our lesson. Bilbo’s rapid ascent gives us much less to connect with. In The Hobbit, Mirkwood is the enchanted forest of classic fairy tales where the hero successfully passes a test, but in Fellowship the Old Forest demonstrates the protagonists’ weakness, making for a more compelling plot.
Tolkien also includes this gem, when Tom is telling the hobbits stories about the Old Forest in his house:
As they listened, they began to understand the lives of the Forest, apart from themselves, indeed to feel themselves as the strangers where all other things were at home.
Such introspection is absent from The Hobbit, as is any comparable take on nature. The sentence hints, too, at a deeper perspective about the relationship between people and the more-than-human world, a topic in which Tolkien had great personal (and religious) interest. At the very least, we are shown that the hobbits are capable of having their worldview challenged, even just two days out on their quest. It certainly won’t be the last time for them over the course of trilogy.
Reality and ambiguity
Mirkwood’s “watching and waiting feeling” in The Hobbit is echoed but made more explicit in the descriptions of the Old Forest:
…they all got an uncomfortable feeling that they were being watched with disapproval, deepening to dislike and even enmity. The feeling steadily grew, until they found themselves looking up quickly, or glancing back over their shoulders, as if they expected a sudden blow.
There was not as yet any sign of a path, and the trees seemed constantly to bar their way. Pippin suddenly felt that he could not bear it any longer, and without warning let out a shout. ‘Oi! Oi!’ he cried. ‘I am not going to do anything. Just let me pass through, will you!’
The others halted startled; but the cry fell as if muffled by a heavy curtain. There was no echo or answer though the wood seemed to become more crowded and more watchful than before.
Yet notice the word “seemed” as in “the trees seemed constantly to bar their way” and “the wood seemed to become more crowded.” Earlier in the chapter there is “soon they were riding off into the mist, which seemed to open reluctantly before them and close forbiddingly behind them” and “it seemed that the trees became taller, darker, and thicker” and then later “it seemed to them that the Forest had relented, and was going to let them pass unhindered after all,” “the trees seemed to close in before them” and “each time they clambered out, the trees seemed deeper and darker.” Tolkien does not write that “the wood became more crowded” or “the trees closed in before them,” etc., instead only relating the hobbits’ impressions. The effect for the reader is to give the Old Forest an inscrutable quality, and even a sense of disorientation.
This vagueness ends with Old Man Willow, who literally entraps Merry and Pippin in his furrowed trunk, nothing “seeming” about it. At the same time, whether Frodo is dunked underwater by the tree or falls in when he dozes off is more dubious because it happens off-page. We have the lead up:
Half in a dream he wandered forward to the riverward side of the tree, where great winding roots grew out into the stream, like gnarled dragonets straining down to drink. He straddled one of these, and paddled his hot feet in the cool brown water; and there he too suddenly fell asleep with his back against the tree.
and then the aftermath, as conveyed from Sam’s point of view:
He rushed back to the bank. Frodo was in the water close to the edge, and a great tree-root seemed to be over him and holding him down, but he was not struggling. Sam gripped him by the jacket, and dragged him from under the root… [my emphasis]
But I believe this “seemed” just reflects Sam’s skepticism, as Frodo is certain of what happened to him:
“Do you know, Sam,” he said at length, “the beastly tree threw me in! I felt it. The big root just twisted round and tipped me in!”
“You were dreaming I expect, Mr. Frodo,” said Sam. “You shouldn’t sit in such a place, if you feel sleepy.”
This assertion, though, is the last holdover of his underestimation of the Old Forest. Immediately after this he and Frodo find Merry and Pippin imprisoned by Old Man Willow, and it’s all too clear that the malicious intent of the tree is not imagined. Tolkien then makes it unequivocal:
[Frodo] kicked the tree with all his strength, heedless of his own feet. A hardly perceptible shiver ran through the stem and up into the branches; the leaves rustled and whispered, but with a sound now of faint and far-off laughter.
Tolkien does not write that the leaves “seem” to whisper, or that there “seems” to be a sound of laughter; these are facts, not impressions. The frightening reality is driven home when Frodo and Sam light a fire next to the Old Man Willow in a vain attempt to make him release their friends:
“Put it out! Put it out!” cried Merry. “He’ll squeeze me in two, if you don’t. He says so!”
“Who? What?” shouted Frodo, rushing round to the other side of the tree.
“Put it out! Put it out!” begged Merry. The branches of the willow began to sway violently. There was a sound as of a wind rising and spreading outwards to the branches of all the other trees round about, as though they had dropped a stone into the quiet slumber of the river-valley and set up ripples of anger that ran out over the whole Forest.
This last image, of ripples of anger running throughout the forest, sounds metaphorical but is actually an accurate representation of the tree’s power and influence. Later, safe in Tom Bombadil’s house, he tells the hobbits stories about the Old Forest and Old Man Willow, which Tolkien summarizes like so:
His heart was rotten, but his strength was green; and he was cunning, and a master of winds, and his song and thought ran through the woods on both sides of the river. His grey thirsty spirit drew power out of the earth and spread like fine root-threads in the ground, and invisible twig-fingers in the air, till it had under its dominion nearly all the trees of the Forest from the Hedge to the Downs.
Which begs the question: Earlier in the chapter, did the trees literally “close in” or “bar the way” at Old Man Willow’s direction, or did the hobbits only experience that perception under the spell of his influence? As with many other questions in Tolkien’s books, the answer is not explicitly spelled out, and such ambiguity is a large part of the appeal. Had the Old Forest sequence been included in the 2000s movies, Jackson would likely have made a choice either way, and with that certainty something would have been lost. “Showing vs. telling” is a perennial challenge in fiction writing, but with the “seeming” aspects of the Old Forest, Tolkien dodges both because he doesn’t commit to a single truth that can be shown or told. Yes, Old Man Willow is real, but before that point in the narrative, mystery reigns.

Old Man Willow, by WormholePaintings
Ecology
Stylistically, Tolkien pays far more attention to the natural landscapes in LotR than he did in The Hobbit. Here are just three passages where he provides an array of detail about the Old Forest:
Looking back they could see the dark line of the Hedge through the stems of trees that were already thick about them. Looking ahead they could see only tree-trunks of innumerable sizes and shapes: straight or bent, twisted, leaning, squat or slender, smooth or gnarled and branched; and all the stems were green or grey with moss and slimy, shaggy growths…
The leaves were all thicker and greener about the edges of the glade, enclosing it with an almost solid wall. No tree grew there, only rough grass and many tall plants: stalky and faded hemlocks and wood-parsley, fire-weed seeding into fluffy ashes, and rampant nettles and thistles.…
The ground grew soft, and in places boggy; springs appeared in the banks, and soon they found themselves following a brook that trickled and babbled through a weedy bed. Then the ground began to fall rapidly, and the brook growing strong and noisy, flowed and leaped swiftly downhill. They were in a deep dim-lit gully over-arched by trees high above them.
These are the words of someone who has spent a lot time in forests observing how flora differs by terrain, and who has an understanding of ecology.
Tolkien names only two species of tree in Mirkwood—beeches and oaks—but doubles that number for the Old Forest in a single sentence:
…to the left of the path, the land seemed to be drier and more open, climbing up to slopes where the trees were thinner, and pines and firs replaced the oaks and ashes and other strange and nameless trees of the denser wood.
That trees could be “strange and nameless” for the hobbits in a forest so close to the Shire, where the entire landscape is so well-known and ordered, speaks to how “queer” it is.
My favorite passage in the Old Forest chapter is when the company comes into the valley of the Withywindle River flowing between two steep banks:
A golden afternoon of late sunshine lay warm and drowsy upon the hidden land between. In the midst of it there wound lazily a dark river of brown water, bordered with ancient willows, arched over with willows, blocked with fallen willows, and flecked with thousands of faded willow-leaves. The air was thick with them, fluttering yellow from the branches; for there was a warm and gentle breeze blowing softly in the valley, and the reeds were rustling, and the willow-boughs were creaking.
Nothing in The Hobbit reads like this, with so much detail and poetry, but there’s plenty more like it over the hundreds of pages of LotR that follow. As a side note, of the 56 unique words in this passage, only 12 are not of Anglo-Saxon origin, which lends it such an earthy feel. This no accident; Tolkien, an accomplished linguist, paid attention to that kind of thing.
Setting vs. place
Mirkwood is the only forest in The Hobbit. As a literary device for a hero’s journey, it’s certainly effective, but Tolkien gives very few ecological details. In the sequel, the Old Forest is the first woods we encounter outside the Shire and there is a divergence Mirkwood thematically and stylistically. At the risk of over-simplifying, I would say that Mirkwood is predominantly a moody setting, while the Old Forest is a credible place, “queerness” aside. The impression of Mirkwood is of low resolution gloom, but the Old Forest is sharply visualized, even meticulously so. It’s easy to picture what the hobbits are seeing and to share what they are feeling. As a step in the transition from The Hobbit to LotR, the Old Forest submerges the reader into the depth and nuance—and darkness—to come.
