Character Creation

• The core setting is Eriador in 2965.
• Available cultures are Bardings, Dwarves, Elves of Lindon, Hobbits of the Shire, Bree-landers, and Rangers of the North. Additionally, Bree-Hobbits are included in a sidebar, while High Elves, Beornings, Woodmen, and Mirkwood Elves are available in supplement.
• Cultural blessings are not always as they were in 1e, nor are available stat scores, skills, or traits the same.
• Rangers of the North in particular are not an 'advanced culture' and do not have the resulting advantages and disadvantages they did in 1e.
• Dwarves are written to encompass the many different places that 1e Dwarf variations came from.
• Backgrounds within cultures are eliminated (but were restored in the lifepath stretch goal); instead, you simply choose a set of stats.
• Some cultures have both a cultural blessing and a disadvantage.
• Specialties are gone; the only traits are Distinctive Features (and so the word Trait is gone). There are only 24 distinctive features (though more can be created later), six of which are linked to callings.
• Weapon skills are now called Combat Proficiencies and apply to categories: Swords, Axes, Spears, and Bows.
• Characters only have three favored skills (one of two from your culture, and two of three from your calling), unless they use a virtue to get more.
• Every culture gets one choice between two Combat Proficiencies, and one "wild card" to choose any other.
• Body has been renamed Strength in line with Gandalf's quote, "But you have been chosen, and you must therefore use such strength and heart and wits as you have."
• Endurance is based on Strength, Hope on Heart, and Parry on Wits.
• There are no longer Favored Attributes.
• Inspire is renamed Enhearten.
• Search is renamed Scan.
• Hunting is now a Strength skill, while Explore is now a Wits skill.
• Available callings are Captain (formerly Leader), Champion (formerly Slayer), Messenger (formerly Wanderer), Scholar, Treasure Hunter, and Warden.
• Previous Experience costs are no longer simply linear, and include combat proficiencies at a higher cost.
• Players start with Valour and Wisdom of 1, one Reward, and one Virtue, but from a limited list of starting rewards and virtues, some of which are different from 1e rewards and virtues.
• There are no more Cultural Rewards; Rewards are always upgrades to gear, including unlocking powers on Famous Weapons and Armour. (Much of what used to be Cultural Rewards are still possible using the Useful Items or Magical Treasures rules, though.)

Tests and Rolling

• TN defaults to 20 minus the corresponding attribute (precalculated), rather than TN14. For short-term campaigns and one-shots, this can be replaced with 18 minus the corresponding attribute.
• The TN for Heart is used for Valour rolls, and the TN for Wits is used for Wisdom rolls.
• τ results can be spent on special results including helping another succeed, earning progress towards prolonged actions, gaining additional insight, moving quietly, moving more quickly, or widening the influence of your action.
• Favoured skills take the best of two Feat rolls. Other things can make a roll favoured too.
• Ill-favoured rolls use the worst of two Feat rolls. Favoured and Ill-favoured cancel out.
• Most things that would have reduced TN or given bonuses, instead give bonus success dice.
• Distinctive features do not give auto-success; instead, when invoked, the character is Inspired, doubling the value of spending Hope (see Hope and Shadow).
• Some penalties, and some stances, can reduce bonus dice.
• The number of bonus dice can grow beyond six (but cannot drop below zero).
• Preliminary rolls (Insight before Councils, Battle before Combat, Lore before Journeys) are gone.
• Rolls can have a Risk Level for how hazardous the attempt is, adding appropriate consequences.
• For standard actions, heroes can trade a failure for a success with a negative side effect.
• Prolonged Actions are now called Skill Endeavors, and can use a time limit mechanic similar to Councils. Risk Levels can cause the endeavor to be delayed or to fail entirely.

Hope

• Spending Hope is done before the roll, and gives one bonus die, or two if Inspired (results from invoking a Distinctive Feature, or from some Cultural Virtues).
• Hope can be spent for a companion's rolls too, if an appropriate skill has at least one pip.
• Hope can be spent to achieve a Magical Success (set the Feat die to Gandalf) when used with appropriate artifacts or powers (including the Elf cultural ability, only when not Miserable). Magical success can include otherwise-impossible effects (and can increase Eye Awareness).
• Fellowship Pool points (now just called Fellowship) are not spent directly; instead they are only used to replenish spent Hope (during rests, or at the end of an adventure).
• A Fellowship Focus can be chosen at any point during the game.
• The only benefit of Fellowship Focus is that, if you spend Hope while supporting your focus, they gain two dice instead of one.
• If your Fellowship Focus is wounded, has a bout of madness, or suffers a comparable ill effect, you gain Shadow immediately, not only at the ends of sessions.
• During the Fellowship Phase, heroes recover Hope points equal to their Heart (for Rangers, half this rounded up), or during the Yule fellowship phase, all of it.
• Heroes at 0 Hope regain one at a Prolonged Rest (e.g., overnight).

Shadow

• Shadow Weakness is now called Shadow Path.
• Corruption tests are now called Shadow Tests.
• Shadow Tests can be Dread (things they see), Misdeed (unethical actions they take), Greed (taking possession of powerful items), or Sorcery (falling prey to dark magics). 
• Dread is opposed by a Valour roll; Greed and Sorcery by a Wisdom roll.
• Misdeeds cannot be opposed by a Shadow Test at all, save if they were done in ignorance, and then when the hero learned the truth of their action, they attempt to remedy their own actions.
• Passing a Shadow Test may only reduce the number of points gained, depending on how extreme the gain and how good the roll is.
• During a Fellowship Phase, if the adventure was successful, heroes shed 1-3 Shadow points.
• When your Shadow reaches your current Hope you become Miserable, and always fail if you roll an Eye.
• Heroes can replace all accumulated Shadow (if it does not yet equal or exceed maximum Hope) with a Shadow Scar. This affects them like a Shadow point, but cannot be removed except with the Yule undertaking Heal Scars.
• When your Shadow reaches your maximum Hope, you are Ill-favoured on all rolls, and must endure a bout of madness. Players describe their own bouts of madness. Bouts of madness still advance along the Shadow Path.
• Each step along the Shadow Path brings a Flaw that works like an negative Distinctive Trait, which can make rolls Ill-favored.

Endurance, Load, Fatigue, and Wounds

• Load is the new term for the sum of the weight of your gear (Encumbrance) and any earned Fatigue.
• A Short Rest can be done once an adventuring day, and restores Endurance equal to Strength, if unwounded. This replaces 1e's "after battle" recovery.
• A Prolonged Rest can be done even while in the field, during a night's sleep, and recovers all lost Endurance, or up to Strength points if wounded.
• Rally Comrades no longer restores lost Endurance (see Combat for more).
• Being Weary now clears as soon as your Endurance rises to above your Load.
• When Wounded, a hero also has to roll on the Wound Severity table to determine how long the Wound lasts. On a Gandalf, the wound clears after the combat; on Eye, it is as if you were wounded twice; any other result is how many days it will take to recover.
• Healing rolls for treating Wounds now reduce how long the wound will take to recover from.
• Rules for handling dangers like heat, cold, falling, and poison are changed, and their effects are somewhat similar to recovering from Wounds.

Gear

• Weapons no longer have Edge scores; all weapons invoke protection tests on 10 or Gandalf. (But note that weapons can still be made Keen, which reduces this by one; see also Combat for spending a τ to get a protection test on lower Feat rolls.)
• Most weapons have had their damage reduced; stats have been changed across the board.
• There is only one kind of headgear, the Helm, which offers +1d to protection, not a fixed plus.
• Standard of Living provides a player with a number of Useful Items which offer bonus dice on specific skills.
• Dropping a helm, weapon, or shield will reduce Load immediately.
• Grievous only increases the damage of a weapon by 1.

Patrons, Safe Havens, Standing, and Treasure

• The company chooses a shared starting patron (Balin, Bilbo, Círdan, Gandalf, Gilraen, or Tom Bombadil).
• Patrons provide a bonus to the fellowship pool, and an additional patron-specific advantage.
• Sanctuaries are replaced by Safe Havens; the company starts with one (typically Bree).
• Heroes of Common or better Standard of Living start with Treasure.
• Gathering Treasure automatically raises Standard of Living at certain thresholds.
• Standing no longer exists.
• The richness of a hoard is determined by a die roll, as well as a general category (lesser, greater, or marvelous).
• Ponies and horses can carry Treasure.
• Magical Treasure rules from Rivendell are now incorporated into the rules in a slightly simplified form.

Combat

• The Dagger skill is gone. Brawling attacks, including with a dagger or club, are now done with your best combat proficiency, minus one success die.
• Most combat tasks added in later supplements (e.g., Adventurer's Companion) are gone, as are combat roles and other combat rules from supplements.
• Stances no longer change TNs; instead, they add or remove bonus dice. Target number is based on Strength, modified by parry.
• Being knocked back no longer prevents changing stance.
• Adversaries who hang back to use ranged attacks are considered not engaged, and thus, are not affected by the addition or removal of bonus dice due to the stances of heroes they attack.
• Rearward is now more comparable to Open in how hard it is to hit and be hit, not Defensive.
• Combatants now get a main and a secondary action.
• Main actions include attacks, combat tasks, recovering from knockback, recovering from disarming, and large movements.
• Secondary actions include smaller movements, weapon changes, searching the battlefield, or dropping gear to reduce Load.
• τ results in combat can be used at the attacker's discretion for extra damage (Strength), or a +2 to Parry against the next attack, or a higher Feat roll that might cause a protection test, or to use a shield to force a knockback. How much you get from spending one may vary by weapon type.
• If you are made Weary on the same blow that causes a protection test, roll the test as if not yet Weary.
• Battle rolls can be used to remove complications or gain advantages in battle due to situations like terrain, weather, and cover. This takes up a main action.
• Intimidate Foes always uses Awe, and makes enemies temporarily Weary.
• Rally Comrades always uses Enhearten, and gives bonus dice instead of recovering lost endurance.
• Protect Companion uses an Athletics roll, and gives its target a parry bonus.
• Prepare Shot uses a Scan roll, and gains dice for their next attack.
• Combatants in close combat do not roll Athletics to escape combat; instead, they use an attack roll, foregoing damage to instead escape the battle.

Councils

• Encounters are renamed Councils.
• Councils are not used as often as Encounters were in 1e, only for formal settings and events of extraordinary importance, where the stakes are high.
• Instead of having multiple outcomes for different result scores, the company sets a particular goal, and the Loremaster assigns a Resistance based on how reasonable a request it is.
• The introduction phase is always done by a spokesperson, and its outcome sets a time limit that takes the place that Tolerance used to take. This result depends on the Resistance, and the result of the skill roll used in the introduction, but not on player attributes.
• Rolls during the interaction phase gain or lose bonus dice depending on whether the audience is reluctant, open, or friendly.
• Loremasters can give additional successes to a successful roll for good roleplaying or persuasive arguments.
• Councils end either when the Resistance is reached, or the time limit is. Thus, the time limit is a limit of overall rolls, not of failed rolls.
• Councils can end in success, failure, or disaster, depending both on the number of successes achieved and whether the introduction roll failed.

Journeys

• Journey roles are renamed gender-inclusively: Look-out and Hunter instead of Look-out Man and Huntsman.
• Journeys are done almost entirely differently, in a style more like AiME than TOR e1.
• Hexes are 20mi instead of 10mi.
• The Guide makes a Marching Test (Travel); this determines how far the company gets before their first event. (Thus, the better the Travel successes, the fewer events and the swifter and more safely the company reaches their destination.)
• Marching Tests are repeated until the destination is reached.
• Perilous areas suspend the hex-by-hex counting and instead produce a fixed number of events depending on how perilous they are.
• For each event, the type of event is determined first by choosing which role faces it (Guides are not included), then by a Feat die roll, with both negative and positive outcomes possible; this may be a favoured or ill-favoured roll depending on the type of terrain.
• Each event results in a die roll by the challenged player (one other player in the same role can support the player rolling). Failing the die roll can result in outcomes including wounds, Shadow, and Fatigue, the extension or reduction of the time required to reach the destination, or even the recovery of Hope, as well as the possibility of a chance meeting.
• Each event almost always causes Fatigue, which means Fatigue is essentially inevitable on every journey.
• Fatigue is not gained until the end of the journey, and cannot be shaken off during the journey.
• At the end of the journey, everyone who has a mount reduces their fatigue gained by the mount’s Vigour, plus the results of a Travel roll.
• Heroes shed 1 Fatigue per Prolonged Rest, but only in sheltered and safe places.
• Terrain is greatly simplified.
• A Forced March allows for faster travel at the cost of more Fatigue.

Advancement, Rewards, and Virtues

• Experience Points are now called Adventure Points. Heroes gain 3 per session actively participated in (or about one per hour of play).
• Advancement Points are now called Skill Points. Heroes gain 3 per session actively participated in; in addition, every Yule Fellowship Phase, they gain a number of Skill Points equal to their Wits. No more tracking the results of roll successes to earn them.
• Heroes spend Treasure and Adventure Points during the Raise an Heir undertaking to build up the previous experience level of their Heir, and can do so several times. Heirs inherit the retired character's Standard of Living, a bonus favored skill, and may inherit one or two items as Heirlooms.
• Non-cultural Virtues can be taken multiple times, but some do not do what they used to do (e.g., Confidence no longer restores Hope, only increases the maximum).
• Many new and changed cultural virtues.
• Many 1e campaigns were structured around an assumption of one, maybe two, adventures a year, but in 2e, fellowship phases typically last between a few weeks and a season, and thus there are 3-4 adventures per year.
• The company is generally expected to spend the fellowship phase together in the same location, except for during Yule, when most heroes are expected to return home.
• Combat Proficiencies can only advance one point during a fellowship phase, and heroes can improve Valour or Wisdom but not both, so there's little reason to save up Adventure Points.
• The costs to increase skills, combat proficiencies, valour, and wisdom are slightly increased at higher values compared to 1e, and there is no longer a discount for favored skills.
• During each Fellowship Phase the heroes can swap out Useful Items.
• Most Fellowship Undertakings are not done as individuals: their effects benefit the entire company.
• During regular Fellowship Phases, the entire company chooses one undertaking together, plus one "free" undertaking limited by which callings the company has amongst them.
• During Yule, each company member can choose an undertaking (all different from one another, save that a few Yule undertakings can be chosen as often as desired), plus the company still gets the same "free" undertaking.
• The Recount A Story undertaking allows replacing a distinctive trait, even with a newly invented one.
• Writing company songs is simplified somewhat. Each song is either for journeys, combat, or councils, and can be used once per adventure; those who succeed in them can ignore weariness for the duration.

Adversaries and the Eye of Mordor

• Adversaries have a Might rating which tells how many Wounds are required to kill them, and also how many actions it can take in a round.
• Adversaries can have either Hate (as in 1e) or Resolve (similar, but for enemies that are not necessarily minions of the Enemy, e.g., brigands). Killing enemies with Resolve may be a Misdeed.
• Enemies can spend a τ to break shields, do extra damage, seize a target (forcing them into Forward with a brawling weapon), or make a blow piercing if the Feat die was close but not quite.
• Adversary format is simplified, and integrates weapon/attack stats and summaries of fell abilities into the listing (save for some fell abilities that entire categories of enemies have). No non-combat abilities are listed.
• Many fell abilities are changed (e.g., Snake-like Speed makes attacks against the adversary ill-favoured).
• Some adversaries that were in the core book in 1e are not present (notably spiders).
• Some creatures that previously could only be harmed by enchanted weapons now have an ability that lets them cancel out damage by expending Hate (and those enchanted weapons prevent this ability from being used), providing a limit to how much damage they can ignore.
• Generally speaking the game is player-facing; adversaries and NPCs do not usually make rolls (except attacks and protection rolls), but instead modify a player-made roll. (E.g., a guard won't roll Awareness, just modify the hero's Stealth roll.)
• Eye Awareness is integrated into the core rules.
• Eye Awareness can be increased by different things, including earning Shadow, but only outside combat.

Appendix: Changes From Alpha To Release

• Elves of Lindon cultural blessing now only works if you’re not Miserable.
• Hobbit-sense now also gives a +1d to resisting Greed.
• Clubs are now Brawling weapons, not Axes.
• Changes in the damage of Mattock, and the injury score of Dagger and Axe.
• Very Rich standard of living explicitly does not give you a fifth Useful Item.
• Fellowship Pool is back to being restored at session end, not adventure end.
• Rangers recover Heart/2 (rounded up) Hope during fellowship phase, not Wits.
• Horses and Ponies no longer have a bonus, only Vigour.
• The costs for Previous Experience are slightly changed from the alpha.
• Councils no longer limit players to using each skill only once.
• Councils can result in Disaster if the players fail badly enough, especially on the introduction.
• Journey roles are back to having a single skill associated with each, the same ones as in 1e.
• Guides are never challenged by events during a Journey.
• Fatigue recovery at the end of journeys is simpler and based on the horse’s Vigour as well as a Travel roll.
• Heroes recover all hope during a Yule fellowship phase.
• Removing a Shadow Scar costs 5 Adventure Points as well as an undertaking.
• Songbook songs from the Write A Song undertaking have changed both their styles and results.