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During the late years of the Second Age, Sauron hatched a plot to finally humble the Númenóreans. He seduced their King, Ar-Pharazôn, and persuaded him to take a vast fleet into the West to make war against the Valar themselves. The response was even more overwhelming than Sauron had imagined, and the entire island of Númenor was consumed by the Sea, forcing Sauron to escape back to Middle-earth in disembodied form. Re-establishing himself in Mordor, he found a handful of survivors of the Downfall building a new nation on his western borders, and he began to make plans for a final revenge on the last of the Númenóreans.
It took Sauron time to recover his strength and gather his armies. He drew forces from the East and South into Mordor, including Black Númenóreans. In II 3429, one hundred and ten years after the Downfall, he was finally ready to launch his assault on the Gondorians. The first strike of the War was against Isildur's fortress of Minas Ithil, which guarded Mordor's western borders. This Sauron captured, but Isildur and his family were able to escape by ship, sailing down the Anduin to its Mouths, and then by sea northward to seek aid.