Hill-men were a race of Pre-Númenórean Men historically descended from the mountain tribes of the White Mountains, who spread northward across Middle-earth during the Second Age. The Dunlendings and the Men of Bree were of this stock, as were the Oathbreakers.
During the Third Age the Hill-men were to be found near the Angle or the Ettenmoors. From the 14th century the hills were occupied by their dark fortresses and learned sorcery perhaps from Angmar.
In the Angmar War, Hill-men from Rhudaur secretly allied themselves with the Witch-king and about T.A. 1350 one of their evil lords usurped the throne of Rhudaur, slowly sending the Dúnedain of Arnor fleeing to Cardolan and Arthedain until all the kingdom was occupied by evil men. The Kingdom, allied with Angmar against the other two kingdoms.
The Hill-men were later wiped-out during the Battle of Fornost, except for those who lived in Bree and the surrounding area.