While the Valar lived in Valinor in the light of the Trees, Middle-Earth laid in a twilight. In the north of Middle-Earth, Melkor built his strength. In his fortress Utumno, he gathered his demons and the most terrible amongst them were the Balrogs. Melkor also built a fortress not far away from the north-western shore of the sea. This fortress was called Angband and it was commanded by Sauron, Melkor's lieutenant.

Now it came to pass that the Valar held council because they were concerned about what was happening in Middle-Earth. While some of the Valar wanted to fight against Mellkor and prepare Middle-Earth for the awakening of the Elves, Mandos said :

"In this age the Children of Ilúvatar shall come indeed, but they come not yet. Moreover it is doom that the Firstborn shall come in the darkness, and shall look first upon the stars. Great light shall be for their waning. To Varda ever shall they call at need."

Varda indeed left the council. She took the silver dews from the vats of Telperion and made many new stars. High in the north, as a warning for Melkor, she set a crown of seven mighty stars. This crown was called Valacirca, the Sickle of the Valar and a sign of doom.

As soon as Varda had finished her work, the Elves awoke at Cuiviénen, the Water of Awakening, and the first things they saw were the stars. The Elves started to dwell around, to speak and to give names to all the things they saw. Themselves the called Quendi, "those that speak with voices".

Of the Valar, Oromë first discovered the Elves but many Elves were afraid of him. Some of them ran away and many were caught by Melkor. It is told that of these Elves Melkor bred the Orcs.

Oromë told the other Valar about the Elves and about Melkor who was threatening them and Manwë said :

"This is the counsel of Ilúvatar in my heart, that we should take up again the mastery of Arda, at whatsoever cost, and deliver the Quendi from the shadow of Melkor."

Now the Valar rode against Melkor who hid with his demons in Utumno. In a long and terrible war the Valar were able to defeat Melkor. They destroyed Utumno and Melkor was bound with the chain Angainor, that Aulë had wrought. Melkor was brought into the prison of Mandos from where noone could escape and the Valar decided that he should stay there for the next three ages.

The Valar now inivted the Elves to come to Aman and live there in the light of the Trees. That was how the Great Wandering of the Elves began. But not all Elves wanted to go to Aman and those who stayed in Middle-Earth were called the Avari, the Unwilling.

The other Elves were called the Eldar and they were divided into three kindreds :

The Vanyar, led by Ingwë

The Noldor, led by Finwë

The Teleri, led by Elwë and Olwë