There are many fearsome creatures to behold in the world of The Lord of the Rings, but none are quite as terrifying as the giant spider, Shelob, featured at the end of The Two Towers. While many may think Shelob is the scariest being around Middle-earth, she had to spawn from something, and that creature is far more deadly and terrifying. While this creature isn't featured in The Hobbit or The Lord of the Rings, it exists in the lore as a symbol of dread and malice.
Ungoliant is the distant mother to Shelob -- so distant that she existed before the First Age, during the time of the Valar and the golden age of Valinor. Not only that, but she wasn't even a spider originally. She eventually took that form after the defeat of her ally, Melkor.
Who Was Ungoliant?
The real origin of Ungoliant isn't well known, even in J.R.R. Tolkien's lore. Even the Valar, which are the various powers that shaped the world and are considered primordial gods, didn't know Ungoliant's true origin. There were rumors that she spawned from the darkness itself that surrounds the world. This would be a fitting origin considering she became an ally of Melkor, who eventually became known as Morgoth, an incredibly evil being that was once one of the Valar.
After Melkor was briefly defeated and imprisoned, Ungoliant fled to the south of Aman and took on the new, monstrous form that she's remembered by. She holed herself up in a ravine and took on the form of a giant spider that fed on light, spinning webs of darkness that stopped the light around it. Her size was incredible, much larger than Shelob could ever dream of becoming. Over time she continued to grow in size, especially after consuming various powerful objects, to the point where even Melkor, now known as Morgoth, started to grow wary.
Eventually, Ungoliant and Morgoth had a falling out when she grew worried that he would leave some promises unfulfilled. She attacked him and he raised his Balrogs against her, though he ultimately called them off. She fled to Nan Dungortheb, which was north of Doriath, and bred with the Great Spiders that lived there. It is said that she grew so hungry in the darkness that eventually she simply consumed herself. After her descendants were born, she was never seen again.
How Is Ungoliant Related to Shelob?
When Ungoliant fled to Nan Dungortheb, she bred with the Great Spiders that already lived there. The only thing that made them great was their sheer size -- so when she mated with them, they made some monstrous children. Together, the group inspired fear and terror in the surrounding areas and everyone in Beleriand and Middle-earth grew to fear the spawn of Ungoliant. Shelob is one of her descendants that lived during the Second and Third Ages onward in Middle-earth. In The Lord of the Rings, it crossed paths with one Samwise Gamgee, who was one of the first to strike fear into its heart.
Though Ungoliant and Shelob take similar forms, what Ungoliant truly passed down to her child was her legacy. Shelob is the last surviving descendant of the once-god, and she continues to strike fear into the hearts of many in The Lord of the Rings, just like her mother before her.
Credit: Image of Ungoliant is from https://lotr.fandom.com/wiki/Ungoliant.