Tolkien Encyclopedia > Powers > Maiar > Non-humanoid Intelligences > Spiders > Ungoliant > Ungoliant
Ungoliant was first sighted in Avathar, a dark and
cold region in the south of Valinor. Where she came from no one knows,
but it was said among the Eldar she came down to Eä and was
corrupted by Melkor, but she had dismastered him, desiring to be her
own master. She took the shape of a monstrous spider, sucking in all
light, and from that light spinning forth dark webs of gloom, until no
light came to her in her dark abode. Now at that time Melkor came to
her abode and offered her a partnership in his designs. Ungoliant was
torn between lust and fear, for the might of the Ainur in their bliss
was strong indeed. Then Melkor promised her to give her with both hands
to still her hunger if she did what he asked. At this Ungoliant yielded
and spun a great darkness around them and both set forth into Valinor.
Now this was a time of a great feast and they reached Valinor without
being seen, both escaping the vigil of the Valar as well as covered by
Ungoliant's dark cloak of weavings.
Quickly they came upon the mound on which Telperion
and Laurelin grew and Melkor smote them with his spear and Ungoliant
sucked them dry. After drinking from the two trees, Ungoliant grew to a
size so fast and hideous even Melkor grew afraid. Quickly Ungoliant and
Melkor fled from Valmar with all speed to the north, while Ungoliant
spun forth a dark greater than dark, which even discouraged the most
valiant of the Valar. Soon after that they came upon Formenost, where
Finwë, father of Feanor dwelt, and where the Silmarils were locked
away. Melkor then slew Finwë and took from Formenost a great
treasure in gems and the Silmarils.
Later as they reached the Firth of Drengist,
Ungoliant stayed Melkor, and demanded him to fullfill his promise.
Melkor than gave her all the gems he had taken from Formenost save the
Silmarils only, and those gems perished from the world. After devouring
those gems, Ungoliant grew even bigger yet, and demanded Melkor to
yield the Silmarils to him. Melkor refused this and Ungoliant set on
him, spinning forth a terrible web of blackness about them. Melkor then
cried out a terrible cry, which was heard by his Balrogs which had
remained hidden within the dark dungeons of Angband, awaiting his
return. Now quickly they came forth and rent asunder Ungoliant's dark
cloud with their whips of flame and she fled south.
Now after that, nothing was ever seen or heard of
Ungoliant again, but it is certain she fled to Ered Gorgoroth, mating
with lesser spiders and devouring them, leaving that place a place of
dread, shunned by any living being, save those of evil purpose. It is
said she fled even further south, mating and devouring until at last
utterly famished, she devoured herself.
Shelob is one of the dark spawn of Ungoliant.
* Of the darkening of Valinor (Silmarillion)
* Of the flight of the Noldor (Silmarillion)