Ungoliant

Origin

The Eldar did not know what Ungoliant was or where she came from. Some said she had descended from the darkness that surrounds Arda, in the time when Melkor first looked down in envy on the kingdom of Manwë, and that he had corrupted her to his service then; but she disowned him afterwards and served only her own hunger. She was therefore not a beast of Yavanna's making, and not one of the Ainur so far as anyone could tell, but a thing from outside the design, and everything she touched carried that strangeness.

She took the form of a spider of monstrous size and lived in Avathar, the narrow shadowed land wedged between the southern Pelóri and the Sea, where the light of the Two Trees did not reach. There she wove webs of Unlight, a darkness that was not the absence of light but a substance of its own, and she fed on every gleam that strayed into her ravine, hungering always and never satisfied. She was afraid of the Valar and hid from them, and hated the light that she craved.

The Darkening of Valinor

When Melkor had been released from the Halls of Mandos and had sown dissension among the Noldor, and had then fled from Valinor before the Valar could seize him, he went south to Avathar, seeking the one power in Aman that was not the Valar's. He found her and offered her whatever she desired; she demanded a share in all he took, and he swore it. She wove a cloak of Unlight about them both and spun a ladder of her webs up the sheer face of Hyarmentir, the highest mountain of the south, and so they came down unseen into the plain of Valinor at the hour when all the Valar were gathered at a festival on Taniquetil.

At Ezellohar Melkor struck the Trees with his spear and Ungoliant set her beak to the wounds and drank. She drank the sap of Telperion and Laurelin until they died, and then drained the Wells of Varda where their light had been gathered, and as she drank she swelled to a hideous vastness and belched out black vapours that blinded the pursuit. When Oromë and Tulkas rode after them the Unlight turned them aside, and Melkor and the spider escaped north to Formenos, where Melkor killed Finwë and took the Silmarils, and over the grinding ice of the Helcaraxë into Middle-earth.

Lammoth

On the shore of the northern sea, in the region afterwards called Lammoth, Ungoliant demanded her payment. She had grown to a power that Melkor could no longer master, and she asked for the jewels of Formenos that he carried, to feed her hunger. He gave her the lesser gems one by one, and she devoured them with her light and her strength grew; then she asked for what he held in his right hand. He refused to give up the Silmarils, though they burned him, and she threw her webs about him and began to strangle him in a cloak of darkness. His scream was the loudest sound ever heard in the North, and Lammoth, the Great Echo, was named for it. The cry was heard in the ruins of Angband, and the Balrogs who had hidden there since the fall of Utumno came racing across Hithlum with whips of flame, tore her webs and drove her off. Melkor was freed and went to rebuild his fortress. The Silmarils he kept.

The valley of dreadful death

Ungoliant fled south into Beleriand and settled for a time in the shadowed valley beneath the Ered Gorgoroth, the Mountains of Terror. Other spider-creatures had lurked there since the first delving of Angband, and she mated with them and devoured them, and their offspring haunted the valley ever after: Nan Dungortheb, the Valley of Dreadful Death, whose streams ran poisoned and whose webs caught the unwary until the Girdle of Melian was the only barrier between it and Doriath. Beren crossed it and would not afterwards speak of the crossing.

Fate

Ungoliant did not stay in Beleriand. She went on southward into the forgotten lands, and the histories lose her there. Some said that her hunger, which had swallowed the light of the Trees and could never be filled, turned at last on herself and that she devoured her own body. Whether that is true or a tale of the Elves, nothing more is known.

Legacy

Her brood outlived her. Shelob, who guarded the pass of Cirith Ungol into Mordor for two ages, was the last child of Ungoliant to trouble the world, and the great spiders of Mirkwood that Bilbo fought were the lesser offspring of that line. More than her descendants, Ungoliant left the world the Darkening itself. The death of the Trees ended the Years of the Trees, drove the Noldor into exile, and set the Silmarils and the Oath of Fëanor at the centre of all the wars that followed. She was the only being who ever made Melkor cry for help.

Went into the far South and out of all knowledge; said by some to have devoured herself at last.