How a Lord of the Rings and Dungeons & Dragons Crossover Almost Happened

In the early 1990s, J.R.R. Tolkien’s Middle-earth almost became a setting for Dungeons & Dragons. At that time, TSR, the company that created D&D, saw a window of opportunity. Tolkien and his works already had a worldwide following. Creating a game in one of his worlds might bring countless droves of Middle-earth fanatics into the ranks of Dungeons & Dragons. Furthermore, TSR wanted to create sequel novels to Tolkien’s iconic trilogy. The man in charge of this effort would be editor and now internationally renowned Tolkien scholar, John Rateliff.

He discovered the works of J.R.R. Tolkien while attending Magnolia Junior High School in Magnolia, Arkansas (“Home of the Cubs!”), by methodically consuming the contents of his school library. He began his digestion of the texts by looking at all the authors whose last names started with A. He chose all the books that looked interesting and read them.

Task complete, he moved on to B. Th is continued until he reached T. There, he encountered The Hobbit, and he fell in love. He remembered, “The thing that appeals to me most about Tolkien is I’d never met anyone who thought about trees the way I did. I think of trees as individuals, not interchangeable.” He said that cutting down old trees to plant new ones never made any sense to him. “Tolkien really liked and appreciated trees, and he conveyed that,” he said.

Rateliff’s life was forever changed by reading the works of J.R.R. Tolkien.

Rateliff said that growing up in Magnolia, he felt like “a fish out of water” and that he didn’t find people that truly shared his interests until he left Arkansas for the wide world beyond. He attended Marquette University in Milwaukee, Wisconsin, for graduate school because it was one of only two universities in America that had collections of Tolkien’s documents. The university’s Raynor Memorial Libraries hold “the original manuscripts and multiple working drafts” for both The Hobbit and The Lord of the Rings.

Despite this, during his time at Marquette, Rateliff was told by his faculty advisor that they didn’t want to catch him working on Tolkien. Disobeying orders, he would sneak over to the archives whenever he had free time to behold the hoarded Tolkien treasures housed within. He pointed out, “Things have changed, and Marquette is very proud of having the Tolkien collection now. It fascinates me how things change over time. Like D&D. D&D used to be a fringe hobby, but now it’s become a mainstream hobby. But D&D hasn’t changed that much. The people in the world around it changed.”

After graduation, Rateliff found work in publishing and, championed by fellow Marquette alumnus Jim Lowder, made his way to TSR. One day, he was called up to the executive suites and shown into a conference room. He’d rarely been up here before. This was the natural habitat of Lorraine Williams and her pack of vice presidents. It was all very fancy. The room had plush chairs and a large table with a glass surface and legs carved like dragons.

There, he met with a representative from Tolkien Enterprises who had come to Lake Geneva to offer the company the rights to use J.R.R. Tolkien’s Middle-earth in their products. Rateliff, being a renowned Tolkien scholar (his History of the Hobbit is possibly the most thorough commentary on Tolkien’s different drafts of the novel in existence and was published with Christopher Tolkien’s blessing in 2007) was made front man on this new TSR/Tolkien project.

The rights to J.R.R. Tolkien’s intellectual property are a sticky web because they are possessed by two radically different entities. In 1969, Tolkien sold the film rights to his work to United Artists for £104,602. In 1976, those rights were sold to Saul Zaentz for $3 million. Zaentz started Tolkien Enterprises, now Middle-earth Enterprises, to exploit the license. Zaentz licensed the rights to make a role-playing game to Iron Crown Enterprises in 1982.

Middle-earth Enterprises would license the film rights to Peter Jackson later in the 1990s. Meanwhile, the rights to Tolkien’s literary work resided with the Tolkien Estate, which was run by Tolkien’s son Christopher until he stepped down from the role in 2017, at the age of ninety-three. In other words, if you wanted to make a Tolkien film, you’d talk to Saul Zaentz. If you wanted to reprint The Hobbit, you’d talk to the Tolkien Estate.

Which presents a number of curious questions, such as, how did the company with the film rights license a role-playing game? Apparently, by claiming the role-playing game was a film product and not based directly on Tolkien’s novels. This fine distinction would get Iron Crown Enterprises into trouble when they produced Tolkien Quest books, interactive novels set in Middle-earth. Allen & Unwin, an imprint of the UK publisher HarperCollins, that did have the rights to publish Tolkien’s literary works, sued. To appease them, Iron Crown Enterprises recalled and destroyed all copies of the Tolkien Quest books. This over $2 million loss, along with other problems, nearly forced Iron Crown Enterprises into bankruptcy.

At one point, the company could not even make rent, and the Iron Crown staff found on its front door a notice closing the company’s offices by order of the sheriff. The instability led some staff to look for greener pastures. One Iron Crown veteran, Monte Cook, would end up living in a converted church in Lake Geneva and working at TSR. And it led Tolkien Enterprises to seek a new licensee for a Middle-earth role-playing game.

TSR was certainly interested. William W. Connors was asked to start coming up with ideas for an entry-level product using Middle-earth as a setting. But the company didn’t just want to make role-playing games with the property. Rateliff remembered, “Lorraine wanted all the rights to create fiction, and computer games, and calendars, and spin-offs. Everything except publishing the books themselves. You have to admit, that was vision.” The company was making a lot of money with their tie-in novels.

In 1992, R.A. Salvatore’s The Legacy would be the first of the company’s novels to be printed in hardcover, and it even cracked the New York Times bestseller list. New fiction set in Middle-earth, with a role-playing game attached, could make everyone a lot of money. Jim Lowder said Williams “was dead set on TSR publishing original fiction, both prequels and sequels, to The Lord of the Rings. Given the success of the Book Department at the time, the company saw this generating endless piles of cash. Inside the Book Department, we saw the financial potential, but thought it was a bad idea. TSR was already frowned upon as a publisher of fiction by significant parts of the genre publishing market, both the establishment and some readers. This could only make things worse,” because the company would be seen as trampling on J.R.R. Tolkien’s legacy.

But to publish the fiction that would generate those endless piles of cash and avoid the problems of the Tolkien Quest books at Iron Crown, TSR would need permission from the Tolkien Estate. Rateliff would be dispatched to England to negotiate the deal directly with Christopher Tolkien himself. He would even miss Gen Con for the trip by special dispensation. Tradition held that no employees were allowed to miss Gen Con, but he would miss it for this.

Rateliff managed to neatly fold a number of itineraries into this one trip to England. First, he would meet with Christopher Tolkien to discuss TSR’s request to print more Middle-earth fiction. Second, 1992 was the one hundredth anniversary of J.R.R. Tolkien’s birth. Oxford held a conference from August 17 to 24 in honor of the occasion. Of course, he had to attend. Third, he was recently married and would turn the trip into a honeymoon. His wife was not eager to spend a week of her ostensible honeymoon at a Tolkien conference. He recalled her saying she “didn’t travel thousands of miles to sit in a room and listen to people talk about Tolkien.” Married to Rateliff, “she could do that at home any day of the week.” Instead of sitting in Keble College listening to speeches, “she went and saw England,” visiting Blenheim Palace, Winchester Cathedral, and Stonehenge

He recalled, “That was a memorable trip.”

John Rateliff met with Christopher Tolkien in Oxford and a few days later with a representative of HarperCollins, Tolkien’s publisher, in London. Rateliff laid out the company’s request to create fiction set in Middle-earth. I asked him what Christopher Tolkien’s reaction to the request was. He said, “I’d rather not go into that if you don’t mind,” but characterized Tolkien’s response as “a very final no.” Sequels and the like were “anathema” to the estate.

So John Rateliff flew back to America and returned to Lake Geneva. There, in the fancy conference room with the plush chairs and the glass-topped table that had carved dragon legs, he told Lorraine Williams that TSR could not get a fiction line set in Middle-earth. A role-playing game and other products like calendars, yes, but not a single syllable of new fiction. Despite the decades, he remembered her response with perfect clarity. He said, “Her immortal words were, ‘Not worth our while.’”

Rateliff felt chagrined. “It would have been fun to work on a Tolkien game,” he said, but new Middle-earth fiction? He said, “I agree with the estate that Tolkien is better when it’s just Tolkien, when other people don’t do follow-ups. That’s what fanfiction is for.”

When Bill Connors heard that there wouldn’t be a game using Tolkien material, he was also disappointed. He said, “I thought we were on the path to a really cool game with great market appeal. Ah well, such is life.”

To this day, Rateliff has his doubts about how a beginner Middle-earth game would have done. After all, the company put out a beginner game every year in the early 1990s, and while some did better than others, none were massive hits. And a Tolkien beginner game assumes that the players have likely read Tolkien, and The Lord of the Rings is definitely a book for advanced readers. So an entry-level game using Tolkien does seem a mishmash of markets.

What if the company had taken the license and just produced it as a setting for AD&D? Rateliff believed “it would have done amazingly well.” Seventy percent of D&D players were high school aged or above. They were old enough to have read The Lord of the Rings and want a role-playing game set in Middle-earth. The success of Iron Crown Enterprises with the game Middle-earth Role Playing suggested there was a market for it.

Those of us who were buying TSR products in the 1990s are left to gape at what might have been. Connors was one of the brilliant minds driving the Ravenloft line. What would he have given us if allowed to complete a The Lord of the Rings/D&D beginner product? It is tantalizing to imagine.

From the perspective of the twenty-first century, it is all too easy to fault Williams for passing on the rights to make a D&D Tolkien game. We know that Peter Jackson’s movies were huge hits and won Oscars. We know that Amazon paid $250 million just for the rights to make a TV show based on the novels. But none of that was plainly visible over the horizon in 1992. It would have been fun to have a Tolkien beginner game, yes, but there is no reason to think that it would have changed the ultimate fate of the company. The sickness was in its bones, and likely no single product would have cured it.

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Excerpted from Slaying the Dragon: A Secret History of Dungeons & Dragons by Ben Riggs. Copyright © 2022. Excerpted adapted with permission from the publisher. Available from St. Martin’s Press, an imprint of Macmillan.