Men are the younger and less fair of the Children of Ilúvatar. They were and are one of the speaking races of Middle-earth. Men first appeared when the sun first rose, at some point in the First Age. Men were originally friendly with the Dark Elves (those that had not sailed to Valinor), yet some men also became allies of Morgoth and Sauron. Men became a very prosperous race in the First Age, and divided themselves into two primary groups, the Easterlings (the Men that lived in the east, many of whom befriended Sauron) and the Edain (those that befriended the Elves). The Easterlings lived in fear of their only known god, Morgoth, and worshipped him. They had no knowledge of the Elves or the Valar, or of Ilúvatar.

The Edain, however, moved out of the East, and out of the Shadow of Morgoth and were discovered by Fingolfin and the Elves. They then learned many fine things from the Elves, such as the forging of weapons and armors. The Edain also learned from the Elves of the Valar, the rulers of the Earth, and of Ilúvatar, or God. While the Elves waned in the Third Age of Middle-earth, Men (and their hobbit relatives) multiplied, and by the Fourth Age, when all Elves had sailed over the Sea, and very few Dwarves remained, Men became the dominant race upon the earth.

By the Third Age, most Men were nearly as stupid and witless as the Orcs, and these men lived in Rhűn and in the Harads to the south. These Men, for the most part, had been corrupted by Sauron and were his servants. There were, however, a few groups of Men who brought themselves forward as noble Men, and were respected by Elves and Dwarves. These Men were the Rohirrim of Rohan, The Dúnadain, and the Men of Dale. Many of the warriors of these groups of Men fought in the battles leading up the War of the Ring, including Háma of the Rohirrim, who fought in Helm's Deep, and Faramir of Gondor, who played an important role in many battles. Also, notably, there was King Théoden of the Rohirrim, who, even as an old man, fought in the Battle of the Pellenor Fields and was slain when his horse, Snowmane, was shot and fell upon him. The most famous Man warrior of the War of the Ring was Aragorn II, son of Arathorn II, the rightful King of Gondor. He fought with the Fellowship of the Ring in Moria and on the Caradhras. He also fought in the Battle of Helm's Deep, and was present when Gandalf the White broke the Staff of Saruman. He also fought at the Pellenor Fields.

In many ways men were far inferior to the Elves. Elves were immortal, and not subject to disease. Elves could also tolerate the extremes of nature. Men could not. Men never lived beyond perhaps five-hundred years of age, and could be wounded, fall ill because of a disease, and die because of the cruelty of nature. Men were also less skilled in interpreting the minds of others, as well as lore and crafts. Men do, however, have far higher ambition than the Elves. They also have the Gift of Men, which, at the End, allows them to dwell with Ilúvatar. The Race of Men is the only speaking race which has survived into the Fourth Age, save a few hobbits.