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Hill-men were a race of men who lived in small tribes in various places in Middle-earth.
The tribes of the Hill-men were located in the Misty Mountains, the Ettenmoors, Northern Eriador, the Withered Heath, and Dunland. The Dunlendings were a tribe of Hill-men that chose to live in the fields of Dunland. Those of the Withered Heath, known as Mountain men, were all killed when the Dragons came from Angband in the north. Most of the Hill-men of Middle-earth were there before the Númenóreans came from over the sea.
Others were Númenórean outcasts or criminals who joined the hill-men and allied themselves with the Witch-king of Angmar. The Hill-men learned to hate the Númenóreans as they killed many Hill-men during their search for lands to settle. They helped conquer and occupy all the kingdoms of the former Arnor (Rhudaur, Cardolan and Arthedain). Most of the Hill-men were wiped out by the allied forces at the Battle of Fornost that brought down the evil realm of Angmar.