Giant Spiders of Middle-earth — Ungoliant, Shelob and the Mirkwood Spiders

Quick Answer: Middle-earth's giant spiders are one bloodline. Ungoliant helps Morgoth drain the light of the Two Trees of Valinor (The Silmarillion, ch. 8). Her brood spreads through the mountains of Beleriand. Shelob, "last child of Ungoliant," guards the pass of Cirith Ungol ("pass of the spider") in The Two Towers, and the spiders of Mirkwood that Bilbo fights with Sting in The Hobbit are her lesser offspring. The Sindarin word for spider is ungol.

Spiders are some of the most memorable monsters in Tolkien's work, and some of the oldest. Long before there were orcs or dragons, a darkness in spider form crept out of the south of the world to devour light. That same creature's descendants still lurk in the forests and mountain passes at the end of the Third Age, and two hobbits meet them with nothing but small elven blades and a little starlight in a glass.

This guide follows the spider line from beginning to end: who Ungoliant was and what she did, how Shelob came to Mordor, what happened in Mirkwood when Bilbo earned his sword's name, how the films changed things, and what the spiders are called in the Elvish languages. Along the way you will see why so much of the fight against them is told in Quenya and Sindarin, and how you can start reading those words yourself.

This post is part of our series on the peoples and creatures of Tolkien's world. For the full overview, start with the Races of Middle-earth complete guide.

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Ungoliant and the Darkening of Valinor

What Ungoliant was

Ungoliant appears in The Silmarillion, in the chapter "Of the Darkening of Valinor." Tolkien is deliberately vague about her origin. The Eldar, the text says, did not know where she came from, though some said she descended out of the darkness around Arda when Melkor first looked on the world in envy. She was one of the spirits Melkor corrupted, but she later disowned her master and served only herself.

She dwelt in Avathar, a dark, cold strip of land between the mountains of the Pelóri and the sea, in the far south of Aman. There she took the shape of a monstrous spider and wove webs of darkness. Her defining hunger was for light. She drank it, and having drunk it she spun out a black, choking shadow that Tolkien calls Unlight, a darkness that was not merely the absence of light but something that seemed to have substance of its own.

That hunger is what makes her more than a monster. Ungoliant is not interested in conquest or rule. She wants to consume, and in the end she wants to consume even herself. In a mythology built around light — the Lamps, the Trees, the Silmarils, the stars of Varda — she is light's perfect enemy.

The killing of the Two Trees

Melkor, newly released after his long imprisonment and already plotting against the Noldor, sought her out in Avathar. He promised to satisfy her hunger with whatever she wanted, and together they climbed into Valinor during a festival, when the Valar and most of the Elves were gathered on Taniquetil.

Melkor struck the Two Trees, Telperion and Laurelin, with his spear. Ungoliant then drank their sap and light until the Trees withered and died, and she also drained the Wells of Varda where the light of the Trees had been gathered. As she fed, she swelled to a size so huge that even Melkor grew afraid. The Unlight she spun covered Valinor, and the Blessed Realm, which had known nothing but the mingled light of the Trees for ages, fell into darkness.

This is the moment Tolkien called the Darkening of Valinor, and it sets off nearly everything in The Silmarillion. In the same night Melkor murders Finwë, King of the Noldor, at Formenos and steals the Silmarils, the jewels in which Fëanor had captured the light of the Trees. Fëanor's oath, the Kinslaying at Alqualondë, the return of the Noldor to Middle-earth and the long wars of Beleriand all follow from it. The Sun and Moon themselves are made afterwards from the last flower of Laurelin and the last fruit of Telperion.

If you want to see how central light and dark are to the Elvish vocabulary, our guide to Elvish words for light and dark collects the attested words, and Elvish words for stars and the night sky covers the starlight that Varda kindled when the Trees were gone.

Ungoliant against Melkor

The alliance did not last. In the north of Middle-earth, in the land later called Lammoth, Ungoliant demanded the rest of her payment. Melkor had already given her the gems he had taken from Formenos, and she devoured them, growing still greater. But he refused to give her the Silmarils, which he held in his hand and which burned him.

She attacked him and wrapped him in her webs. His cry of anguish echoed through the land, which is how Lammoth, the "Great Echo," got its name. The Balrogs, still hidden in the ruins of Angband, heard him and came out to rescue their lord; they drove Ungoliant off with whips of flame. This is one of the very rare moments in the legendarium where Melkor, the greatest of the powers of evil, is in real danger, and it is a spider that puts him there. (The Balrogs have their own post in this series: Balrogs of Middle-earth.)

Nan Dungortheb and the spider brood

Ungoliant fled south into Beleriand and settled beneath Ered Gorgoroth, the Mountains of Terror, in the valley that came to be called Nan Dungortheb, the "valley of dreadful death." There, The Silmarillion says, she bred with other foul creatures of spider form that already lived in the region, and filled the place with her offspring.

Nan Dungortheb became one of the most feared places in the First Age. It lay between the girdle of Melian around Doriath and the cliffs of Dorthonion, and few travellers crossed it and lived. Beren crossed it on his way to Doriath, and the tale of his journey treats the passage as one of his greatest trials. The forest above it, once Dorthonion, became Taur-nu-Fuin after the Battle of Sudden Flame: Fuin is Sindarin for the "dark, gloom" of a forest, and taur means "forest."

What became of her

Ungoliant then leaves the story. The Silmarillion says she eventually departed into the far south of the world, and that some told that she ended by devouring herself in her final hunger. Tolkien presents this as a tale, not a certainty, and it is worth keeping the hedge: the text does not state flatly that she died. What it does state is that her brood survived her.

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Shelob and Cirith Ungol

The last child of Ungoliant

Shelob enters the story in The Two Towers, Book IV, chapter 9, "Shelob's Lair." The narrator explains that she was there before Sauron came to Mordor, and that she was the last child of Ungoliant to trouble the unhappy world. Like her mother, she served nobody but herself. She drank the blood of Elves and Men, and she grew fat on endless brooding over her feasts.

Sauron knew of her and was glad of her. Tolkien describes the arrangement as something like a pet in a cage: she guarded the pass better than any sentinel, and now and then the Dark Lord sent her prisoners he had no further use for. Orcs called her "Her Ladyship" and feared her, and the orc dialogue in the next chapter makes clear that they lost their own kind to her.

Her name is English rather than Elvish. Tolkien built it from she plus lob, an old dialect word for a spider (the same element appears in Bilbo's song, discussed below). That choice matters: Shelob is presented as a creature from outside the Elvish world, named by the people who feared her, not by the Eldar.

The pass of the spider

The place she guards is Cirith Ungol, a high pass in the Ephel Dúath, the mountains on the western border of Mordor, above Minas Morgul. The name is plain Sindarin and easy to take apart:

The pass was guarded on the far side by the orc Tower of Cirith Ungol, built by Gondor long before to watch over Mordor and later taken by the Enemy. Gollum knew a secret way up the mountainside, through the tunnel of Torech Ungol, Shelob's Lair itself. He led Frodo and Sam there deliberately, hoping Shelob would kill them and that he could take the Ring from what she left behind.

Galadriel's Phial and the cry of Aiya Eärendil

The chapter "Shelob's Lair" is one of Tolkien's most frightening, built almost entirely on darkness, stench and the slow approach of something unseen. When the hobbits finally see her eyes in the tunnel, Frodo remembers the gift Galadriel gave him in Lórien: the Phial holding the light of Eärendil's star, caught in the water of her fountain.

He raises it, and it blazes out. And Frodo cries out in Quenya, in words the narrator says he did not know he was speaking: Aiya Eärendil Elenion Ancalima! — "Hail Eärendil, brightest of stars!" It is worth getting the attribution right, because it is often misremembered: it is Frodo, in Shelob's Lair (TT IV.9), who speaks these words.

The Quenya pieces are attested:

The symbolism closes a circle that began in The Silmarillion. Ungoliant devoured the light of the Two Trees. The light that survived that devouring lived on in the Silmarils, and one Silmaril sails the sky on Eärendil's ship as the evening star. A fragment of that same light, held in a glass, now drives back Ungoliant's daughter. Tolkien rarely spells out a connection like this, but it is clearly there, and it is one of the reasons the episode feels so weighty. Our guide to Galadriel's Elvish words covers the Lórien background to the gift.

Sting, the stinging and A Elbereth Gilthoniel

Frodo uses the Phial and Sting to cut through the great web blocking the tunnel's exit, and the hobbits escape for a moment. But Shelob has other ways out of her lair. Gollum attacks Sam from behind, and while Sam fights him, Shelob catches Frodo from the side and stings him in the neck.

The next chapter, "The Choices of Master Samwise," gives the fight its turning point. Sam takes up Sting and the Phial and attacks her alone. He wounds her in the foot and stabs at her eye, and when she tries to crush him with her full weight she drives Sting deep into her own body. Then Sam lifts the Phial and calls on Varda in Sindarin: A Elbereth Gilthoniel. Again, the speaker is important: in Shelob's Lair it is Sam who says this, after Frodo is stung (TT IV.10). Frodo's own Elbereth cry belongs to Weathertop, earlier in The Fellowship of the Ring.

Shelob, wounded and blinded by the light, crawls back into her tunnels. Tolkien tells us that this tale does not say whether she died there or slowly healed in the dark. Like her mother's end, it is left uncertain.

Sam believes Frodo is dead and takes the Ring. Frodo is not dead: Shelob's sting paralyses rather than kills, because she prefers to drink living prey. Orcs from the tower carry Frodo off, and the book ends there, on Sam's realisation that his master is alive and in the hands of the Enemy.

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The Spiders of Mirkwood and Bilbo's Sting

Lost in the forest

Seventy-odd years before Frodo, Bilbo met Shelob's lesser kin. In The Hobbit, chapter 8, "Flies and Spiders," Thorin's company leaves the elf-path in Mirkwood after their food runs out, chasing the lights of an elvish feast. One by one the dwarves are captured, wrapped in webs and hung in the trees, while Bilbo is left asleep and alone.

He wakes to find a spider binding his legs. He kills it with his small sword, the elven blade found in the troll-hoard. Tolkien says that killing the spider alone in the dark, without help from the wizard or the dwarves, made a great difference to Bilbo: he felt fiercer and bolder. He wipes the blade and names it Sting.

It is an English name, not an Elvish one, and that fits the scene: this is the moment a Shire hobbit starts becoming a burglar on his own terms. Our guide to Elvish sword names and their meanings covers Glamdring, Orcrist and the other famous blades of the tale.

Spiders that talk

The Mirkwood spiders speak. Bilbo, wearing the Ring and invisible, creeps up and listens to them discuss the dwarves: who is fattest, how long to hang them, whether they are still alive. Their talk is ugly and comic at the same time, and it gives Bilbo his plan. He also notices that they hate being insulted.

In The Lord of the Rings, Tolkien notes that the spiders of Mirkwood were a lesser brood descended from Shelob. That link, made after The Hobbit was written, quietly connects a children's adventure to the oldest darkness of The Silmarillion.

Attercop, Lazy Lob and Crazy Cob

To draw the spiders away, Bilbo throws stones and sings a taunting song. He calls them Attercop, Lazy Lob and Crazy Cob. Each of these is an old English or dialect word for spider:

• Attercop — an old word for a spider, found in Old English and surviving in Scots and northern dialects. Its roots mean roughly "poison" plus "head" or "top." By extension it was used for a venomous or spiteful person.
• Lob — a dialect word for spider, the same element Tolkien later put in Shelob.
• Cob — from cob or cop, as in cobweb, an old word for spider.

The spiders, Tolkien says, could not bear being called Attercop, and they rush off after the voice. Bilbo leads them round in circles, doubles back, cuts the dwarves loose, and fights off the pursuit with Sting and stones until the company is captured instead by the Wood-elves of Thranduil. The riddling cleverness here echoes his contest with Gollum earlier in the book; see The Hobbit riddle game explained.

The dark of Mirkwood

Mirkwood itself was once called Greenwood the Great. It darkened as the shadow of the Necromancer, Sauron in hiding at Dol Guldur, spread through its southern parts. The spiders are part of that darkening. After the War of the Ring, when Dol Guldur is thrown down, the forest is cleansed and renamed. The spiders, in other words, mark how far Sauron's shadow reaches, in the Third Age just as Ungoliant marked Melkor's in the First.

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Film vs Book

Peter Jackson's films keep the spiders but move them around and change some details. Here is the short version.

The biggest structural change is Shelob's move. Jackson felt the end of The Two Towers film needed the Battle of Helm's Deep as its climax, and pushed Frodo and Sam's arrival at Cirith Ungol into the third film. The Sam-sent-home subplot is entirely an invention of the films.

In The Desolation of Smaug, the choice to make the spiders' speech audible only while Bilbo wears the Ring is a neat way of keeping talking monsters from looking silly on screen, and it also hints at the Ring's malign influence. But it is film-only: in the book Bilbo hears them because they talk, not because of the Ring. For more on how those films handled Elvish, see The Hobbit films' Elvish: Thranduil and Tauriel.

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Giant Spiders in Elvish

The spiders are one of the few creatures whose Elvish name sits right inside famous place names. Here are the attested words, with glosses from our Eldamo-sourced Elvish database.

A few notes so you avoid the common mistakes:

• Ungoliant contains ungol. The name is generally read as linking her to spiders, and some sources gloss the whole name as "dark spider." We would treat the second element cautiously; what is certain is that ungol means spider. The longer form Ungoliantë also appears in Tolkien's writings.
• Pronounce the C as K. In Sindarin cirith is always "KI-rith," never "SI-rith." Our Sindarin pronunciation guide explains the full sound system.
• Shelob has no Elvish name in the books. Tolkien gives no separate Elvish name for her; Shelob is English. Nor does he give a specific Elvish word for the Mirkwood spiders beyond the general ungol.
• Attercop is not Elvish. It is an English word, and so are Lob and Cob.

If you want to write any of these in Elvish script, ungol and Cirith Ungol are short, clear words for practising Tengwar. Try them in the Tengwar Scribe, or put your own name into Elvish letters with the Tengwar name tool. For a grounding in the alphabet itself, see the Tengwar alphabet guide.

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Why Tolkien's Spiders Matter

Light against hunger

Most of Tolkien's monsters are servants: orcs serve their masters, trolls are made in mockery, wargs run with orc riders, dragons were bred by Morgoth for war. The spiders are different. Ungoliant betrays Melkor; Shelob serves no one, not even Sauron, who simply uses her. They stand for a kind of evil that is pure appetite rather than ambition.

That makes them fitting opponents for the smallest heroes. Bilbo, Frodo and Sam do not defeat the spiders by strength. They win with light, courage and a sense of who they are. Bilbo finds his nerve in the dark of Mirkwood. Frodo, at the edge of despair, finds a cry in a language he does not know. Sam, the gardener, fights alone and calls on Elbereth.

The Elvish thread

It is striking how much of the spider story is told in Elvish. The place where Shelob lives is named in Sindarin. Her mother's name contains the Sindarin word for spider. The two great moments of resistance in her lair are Quenya and Sindarin invocations of Eärendil and Elbereth. Even the Phial carries the light of the Two Trees that Ungoliant tried to consume.

For readers, that is a good reason to learn a little Elvish: these scenes read differently once you know what the words mean. If you have never studied Quenya or Sindarin before, our Quenya vs Sindarin guide explains which is which, and what language do the Elves speak in The Lord of the Rings puts both tongues in context. You can also look up the phrases from these chapters in Lord of the Rings Elvish phrases.

Spiders among the other creatures

The spiders sit alongside the other ancient monsters of Morgoth's age. Like the dragons of Middle-earth and the wargs and wolves, they survive from the First Age into the Third as a diminished but still dangerous legacy. Their lairs are guarded by orcs and goblins, and the hobbits who face them are among the most unlikely heroes in Tolkien; see hobbits of Middle-earth. The Elves who first named the spider ungol have their own guide in elves of Middle-earth. For Elvish names of other beasts, our older post on Elvish words for wolf and dragon is a starting point, though the database glosses in this series are the more reliable reference.

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People Also Ask

Who are the giant spiders in Middle-earth?

They are one family. Ungoliant, a primeval spirit in spider form, helps Morgoth destroy the Two Trees in The Silmarillion. Her offspring breed in Nan Dungortheb in Beleriand. Shelob, her last child, lives in Cirith Ungol in The Two Towers, and the spiders of Mirkwood in The Hobbit are Shelob's lesser brood.

Is Shelob related to Ungoliant?

Yes. The Two Towers (Book IV, chapter 9) calls Shelob the last child of Ungoliant to trouble the world. She came to the mountains of Mordor before Sauron, and her lair guards the pass of Cirith Ungol.

What does Cirith Ungol mean?

Cirith Ungol is Sindarin for "pass of the spider." Cirith means "cleft, pass" and ungol means "spider."

Why did Bilbo name his sword Sting?

In chapter 8 of The Hobbit, Bilbo kills a spider that has tied him up in Mirkwood. Proud of fighting it alone in the dark, he names his elven knife Sting. Frodo later carries the same blade into Shelob's Lair, and Sam uses it to wound her.

What does Attercop mean?

Attercop is an old English and Scots word for a spider, from roots meaning roughly "poison-head." Bilbo sings it to anger the Mirkwood spiders and lead them away from the trapped dwarves.

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Start Learning Elvish

The spider chapters are a perfect way into Elvish: a handful of words — ungol, cirith, Aiya, Elen — unlock some of the most dramatic scenes in Tolkien. Learn Elvish free — 10 lessons on Quenya and Sindarin pronunciation, greetings and core vocabulary, with no card required: start the Elvish course. Want to see how your own phrase looks in Quenya or Sindarin? Try the English to Elvish translator.

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Related Reading

• Races of Middle-earth: the complete guide
• Dragons of Middle-earth
• Balrogs of Middle-earth
• Wargs and wolves of Middle-earth
• Hobbits of Middle-earth
• Galadriel's Elvish quotes guide
• Elvish sword names and meanings
• Frodo's Elvish name and meaning
• Tolkien's Elvish languages: the complete guide
• Elvish dictionary: common words