Middle Earth was created, tho not by spirits but by the Ancients. They terraformed the planet from a lifeless rock. The Ancients were also responsible for the creation of the Elven and Dwarven races - genetically engineered to suit their environments.

Once the terraforming had been completed and the first of the young races had been taught their skills and lores the Ancients constructed a Stargate in the far west of the main continent so that they would have ready access to this world. The limited knowledge of the gate was shared with the Elves, who constructed a port-like building around it so that it be better protected from nature. They called this building the Grey Haven.

Some time after this the Ancients stopped visiting the planet. What happened to them is not known, but the Elves and the Dwarves continued to live in relative peace. Then man came thru the gate. The first men to arrive on Middle Earth were settlers from a distant system. They were using the gate network to find new worlds for their people to live. Despite their knowledge and use of the gate network there were not advanced technologically, tho were eager to learn from the Elves and the Dwarves.

Over time the humans built cities throughout the land, and tho more warlike and aggressive than the elder races, peace still reigned. Then came the tectonic cataclysm and the isolating of the the Eastern and Southern kingdoms of Men. Soon followed the forming of the realm of Mordor by Sauron and his war on the Nortern and Eastern kingdoms of Men.

After Sauron's armies had been broken and driven back into Mordor he was visited by a Goa'uld named Melkor. Melkor's current body was old and was not gaining the full effect from using the sarcoughagus. Instead of sharing his knowledge with Sauron, Melkor instead took him as a host and adopted his persona so as to conceal himself.

The subterfuge was for good reason too. Not long after the arrival of Melkor, two Tok'ra arrived on Middle Earth. They were named Mithrandir and Curumo and inhabited the hosts Gandalf and Saruman respectivly. They had been tracking Melkor for some time and had followed him to this world. They soon realised that Melkor had 'become' Sauron and offered their assistance to the Elves, Dwarves and Men in defeating this common enemy.

With them they bought technology - healing devices, staff guns and communication orbs [see Serpents Lair and Tok'ra Pt 1&2] - that they were able to pass off as 'magic'. They gave a communication orb to each of the leaders of the Elves, Dwarves and Men to enable much more efficient dialogue. Unfortunatly, they failed to realise that Melkor had an orb of his own which he used to subtly persuade Saruman into joining him.