By Oshun
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Ungoliant, the mother of all of Tolkien's hideous and terrifying spiders, appears first in his earliest written work on the legendarium, a greatly altered pre-history "full of mythology, and elvishness"1 that is found in The Book of Lost Tales. Although the story of the theft of Elven jewels is quite different there, it is useful to consult it. In particular we may find insight there into the origin and nature of this creature. (Ungoliant is therein referred to as Ungoliont.2) The events are switched around, but the most interesting part of The Book of Lost Tales version of the role of Ungoliant is her description and possible origin:

Very deep and winding were those ways having a subterranean outlet on the sea as the ancient books say, and here . . . dwelt the primeval spirit Móru whom even the Valar know not whence or when she came, and the folk of Earth have given her many names. Mayhap she was bred of mists and darkness on the confines of the Shadowy Seas, in that utter dark that came between the overthrow of the Lamps and the kindling of the Trees, but more like she has always been; and she it is who loveth still to dwell in that black place taking the guise of an unlovely spider, spinning a clinging gossamer of gloom that catches in its mesh stars and moons and all bright things that sail the airs.3

She is given a series of other names in this early version. It is irresistible to cite the exact passages again, instead of a paraphrase, because of their eerie and sinister tone:

Ungwë Lianti the great spider who enmeshes did the Eldar call her, naming her also Wirilómë or Gloom-weaver, whence still do the Noldoli speak of her as Ungoliont the spider or as Gwerlum the Black.

Now between Melko and Ungwë Lianti was there friendship from the first, when she found him and his comrades straying in her caves, but Gloomweaver was ahungered of the brightness of that hoard of jewels as soon as she saw them.4

Christopher Tolkien explains how the story's

essential elements were present ab initio: the doubt as to her origin, her dwelling in the desolate regions in the south of the Outer Lands, her sucking in of light to bring forth webs of darkness; her alliance with Melko, his rewarding her with the gems stolen from the Noldoli (though this was differently treated later), the piercing of the Trees by Melko and Ungoliont's sucking up the light; and the great hunt mounted by the Valar, which failed of its object through darkness and mist, allowing Melko to escape out of Valinor by the northward ways.5

In The Silmarillion we first encounter Ungoliant when Melkor has need of her. There she is introduced into the narrative simply "as a spider of monstrous form."6 She is still of mysterious and cloudy origin, e.g., "[t]he Eldar knew not whence she came; but some have said that in ages long before she descended from the darkness that lies about Arda, when Melkor first looked down in envy upon the Kingdom of Manwë."7 This language is similar but not as mystifying as the Lost Tales version when even the Valar are uncertain of her origin:

Thus unseen he came at last to the dark region of Avathar. That narrow land lay south of the Bay of Eldamar, beneath the eastern feet of the Pelóri, and its long and mournful shores stretched away into the south, lightless and unexplored. There, beneath the sheer walls of the mountains and the cold dark sea, the shadows were deepest and thickest in the world; and there in Avathar, secret and unknown, Ungoliant had made her abode.8

In The Silmarillion version, one might assume she is possibly some form of fallen Maia, while in the Lost Tales one, she seems more likely to be a primal creature created earlier by Eru and existing autonomously from the Ainur. The Silmarillion calls her "one of those that he [Melkor] corrupted to his service. But she had disowned her Master, desiring to be mistress of her own lust, taking all things to herself to feed her emptiness."9

Melkor is asking for trouble here when he approaches this nasty and powerful creature for assistance. A powerful, malevolent creature weaving black webs in a cleft of the mountains, she lives in a dark ravine . She sucks any light she can find and spins it "forth again in dark nets of strangling gloom, until no light more could come to her abode; and she was famished."10 She is actually starving for light, not to hoard the light but in order to consume and destroy it.

After murdering Finwë in Fëanor's stronghold in Formenos and escaping with the Silmarils, Melkor goes to Ungoliant to seek her assistance in destroying the Two Trees of Valinor. At first she appears to hesitate out of fear of the Valar, but Melkor makes her an offer she cannot refuse saying that he will satiate her terrible hunger in any way she wishes: "Therefore Melkor said to her: 'Do as I bid; and if thou hunger still when all is done, then I will give thee whatsoever thy lust may demand. Yea, with both hands.'"11 So she joins him and they enter Valinor together:

. . . Melkor looked north, and saw afar the shining plain, and the silver domes of Valmar gleaming in the mingling of the lights of Telperion and Laurelin. Then Melkor laughed aloud, and leapt swiftly down the long western slopes; and Ungoliant was at his side, and her darkness covered them.12

Undetected—covered by Ungoliant's dark shadow, while the Valar and all of the peoples of Valinor gathered at Taniquetil for the great feast called by Manwë to resolve the troubles of the Noldor—Melkor and the giant spider reached the Trees without inference.

Melkor sprang upon the mound; and with his black spear he smote each Tree to its core, wounded them deep, and their sap poured forth as it were their blood, and was spilled upon the ground. Ungoliant sucked it up, and going then from Tree to Tree she set her black beak to their wounds, till they were drained; and the poison of Death that was in her went into their tissues and withered them, root, branch, and leaf; and they died. And still she thirsted, and going to the Wells of Varda she drank them dry; but Ungoliant belched forth black vapours as she drank, and swelled to a shape so vast and hideous that Melkor was afraid.13

Despite having consumed all of the light of the Trees, the spider is still ravenous and demands all of the jewels that Melkor had taken from Fëanor's stronghold. Then having eaten all of Melkor's plundered treasures, she demands the Silmarils. When he refuses, she binds him and he would have been a goner if his Balrogs had not come to his aid:

But Ungoliant had grown great, and he less by the power that had gone out of him; and she rose against him, and her cloud closed about him, and she enmeshed him in a web of clinging thongs to strangle him.14

It seems entirely possible at this point that Ungoliant might have overcome Melkor's power to withstand her, if he had not cried out for helped and received it:

Then Morgoth sent forth a terrible cry, that echoed in the mountains. Therefore that region was called Lammoth; for the echoes of his voice dwelt there ever after, so that any who cried aloud in that land awoke them, and all the waste between the hills and the sea was filled with a clamour as of voices in anguish. The cry of Morgoth in that hour was the greatest and most dreadful that was ever heard in the northern world; the mountains shook, and the earth trembled, and rocks were riven asunder. Deep in forgotten places that cry was heard.15

Morgoth's cry reached to vaults far beneath the halls of Angband. Balrogs lurked there awaiting the return of their Dark Lord. Hearing, they "arose, and passing over Hithlum they came to Lammoth as a tempest of fire. With their whips of flame they smote asunder the webs of Ungoliant, and she quailed, and turned to flight, belching black vapours to cover her. "16 It was a narrow escape for Morgoth.

Ungoliant's Offspring
The Spiders and Aredhel17

After Ungoliant was chased from Lammoth by Morgoth's Balrogs, she bred spiders in her own image in a valley below the Ered Gorgoroth. She left the land infested with her horrific offspring, causing it to be named Nan Dungortheb ("Valley of Dreadful Death"18). After the entire area had been befouled, few ever attempted to cross it.19

Two hundred years after Turgon had founded his hidden city of Gondolin, his sister Aredhel grew weary of being restricted and told her brother that she needed to "ride again in the wide lands and to walk in the forests, as had been her wont in Valinor." He was adamant about his reluctance to allow her leave, but she argued with him until he relented, insisting upon giving her a small armed escort of lords and wringing from her the promise (which she had no intention of keeping) to visit only their brother Fingon and then return.20

When Aredhel and her lords reached the point of heading into Hithlum, she insisted upon turning in the other direction to instead seek out her friends, the sons of Fëanor. The travelers sought passage through Doriath but were, of course, denied entry. Aredhel and her companions then had no choice but to proceed northward along "the dangerous road between the haunted valleys of Ered Gorgoroth and the north fences of Doriath," crossing through "the evil region of Nan Dungortheb [where] the riders became enmeshed in shadows, and Aredhel strayed from her companions and was lost."21

Aredhel's protectors fought off attacks by the evil spawn of Ungoliant, until they were forced to flee back to Gondolin without their royal charge. Upon hearing their story, Turgon, grief stricken and furious, thought he had lost his sister to the fearsome spiders.

Unknown to Turgon, however, Aredhel has survived the passage through the valleys of Ered Gorgoroth, "for she was fearless and hardy of heart, as were all the children of Finwë," ending her journey in Nan Elmoth, where the story of Maeglin begins.22 In the tale of Beren and Lúthien, Beren is also said to have survived passage through the land of these terrible spiders.

Beyond lay the wilderness of Dungortheb, where the sorcery of Sauron and the power of Melian came together, and horror and madness walked. There spiders of the fell race of Ungoliant abode, spinning their unseen webs in which all living things were snared; and monsters wandered there that were born in the long dark before the Sun, hunting silently with many eyes.23
The Mirkwood Spiders and Shelob in Lord of the Rings

When Sauron returned to Middle-earth, his arrival led to a darkening of the great forest of Greenwood. The blight of much of this land led it to become known as Mirkwood. The children of Shelob, one of the last and greatest of Ungoliant's offspring, as well as bats and Orcs dwelt within the forest, barely contained by its resident woodland Elves. Once arguably the most beautiful forest of Middle-earth, it became dark and covered in cobwebs.24 The Hobbit contains an account of the blighted forest and its ghastly spiders:

He had picked his way stealthily for some distance, when he noticed a place of dense black shadow ahead of him, black even for that forest, like a patch of midnight that had never been cleared away. As he drew nearer, he saw that it was made by spider-webs one behind and over and tangled with another. Suddenly he saw, too, that there were spiders huge and horrible sitting in the branches above him, and ring or no ring he trembled with fear lest they should discover him. Standing behind a tree he watched a group of them for some time, and then in the silence and stillness of the wood he realised that these loathsome creatures were speaking one to another. Their voices were a sort of thin creaking and hissing, but he could make out many of the words that they said. They were talking about the dwarves!25

When questioned about the relationship between these vile creatures and Sauron, Tolkien himself opined in a letter that

The giant spiders were themselves only the offspring of Ungoliante the primeval devourer of light, that in spider-form assisted the Dark Power, but ultimately quarrelled with him. There is thus no alliance between Shelob and Sauron, the Dark Power's deputy; only a common hatred.26

When Frodo and Sam encounter Shelob in The Lord of the Rings, she earns a long and detailed description that evokes the horror of Ungoliant's line and alludes to her story in the then-unpublished Silmarillion:

There agelong she had dwelt, an evil thing in spider-form, even such as once of old had lived in the Land of the Elves in the West that is now under the Sea, such as Beren fought in the Mountains of Terror in Doriath, and so came to Lúthien upon the green sward amid the hemlocks in the moonlight long ago. How Shelob came there, flying from ruin, no tale tells, for out of the Dark Years few tales have come. But still she was there, who was there before Sauron, and before the first stone of Barad-dûr; and she served none but herself, drinking the blood of Elves and Men, bloated and grown fat with endless brooding on her feasts, weaving webs of shadow; for all living things were her food, and her vomit darkness.27

This last of Ungoliant's direct descendants is given an ambiguous outcome, much as her malevolent mother:

. . . Shelob was gone; and whether she lay long in her lair, nursing her malice and her misery, and in slow years of darkness healed herself from within, rebuilding her clustered eyes, until with hunger like death she spun once more her dreadful snares in the glens of the Mountains of Shadow, this tale does not tell.28

The end of the story of Ungoliant is as mysterious and obscure as its beginning. We remain uncertain of her true nature and also of the final resolution of her long and villainous life. The final clues we are given are that "[o]f the fate of Ungoliant no tale tells. Yet some have said that she ended long ago, when in her uttermost famine she devoured herself at last."29

Works Cited

  1. The Book of Lost Tales I, "Foreword."
  2. "Ungoliont, her Gnomish name in the Lost Tales [page cites deleted]. (Replaced Gungliont.)" The Book of Lost Tales I, "Searchable Terms," an index unique to the Houghton Mifflin Harcourt, Kindle Edition.
  3. The Book of Lost Tales I, The Theft of Melko and the Darkening of Valinor.
  4. Ibid.
  5. The Book of Lost Tales I, "Commentary on The Theft of Melko and the Darkening of Valinor."
  6. The Silmarillion, "Of the Darkening of Valinor."
  7. Ibid.
  8. The Book of Lost Tales I, "Commentary on The Theft of Melko and the Darkening of Valinor."
  9. The Silmarillion, "Of the Darkening of Valinor."
  10. Ibid.
  11. Ibid.
  12. Ibid.
  13. Ibid.
  14. The Silmarillion, "Of the Flight of the Noldor."
  15. Ibid.
  16. Ibid.
  17. I am well read in classic Silmarillion fanfiction (that which has stood the test of time), although I never make fic recs here. This time I will make an exception and point to one of the few about Aredhel and the infamous spiders of Nan Dungortheb: Flawed and Fair by Tehta.
  18. The Silmarillion, "Index of Names."
  19. The Silmarillion, "Of the Flight of the Noldor."
  20. The Silmarillion, "Of Maeglin."
  21. Ibid.
  22. Ibid.
  23. The Silmarillion, "Of Beren and Lúthien."
  24. The Hobbit, "Flies and Spiders."
  25. Ibid.
  26. The Letters of J.R.R. Tolkien, 144 To Naomi Mitchison.
  27. The Lord of the Rings: The Two Towers, "Shelob's Lair."
  28. The Lord of the Rings: The Two Towers, "The Choices of Master Samwise."
  29. The Silmarillion, "Of the Darkening of Valinor."

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About the Author

Oshun's Silmarillion-based stories may be found on the SWG archive.

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