Ungoliant belched forth black vapours as she drank, and swelled to a shape so vast and hideous that Melkor was afraid.
~ The Silmarillion.

Ungoliant was one of the most terrifying evil spirits in the Middle-earth universe. She has the form of a Great Spider, and she may as well be the personification of consumption, greed and oblivion itself. She is a supporting antagonist in The Silmarillion.

Incarnation into Arda

Ungoliant was once one of the Maiar. However, she, along with many others, was seduced and corrupted by Melkor. When Melkor turned his followers into demons, such as Balrogs, Ungoliant took the form of a hideous giant spider. Enraged, she disowned her master and fled to the forsaken realm of Arda, to take refuge from the Valar and the hunters of Orome. There, she hid in a ravine beneath a fortress of black webs and spent years of lust and hunger.

Union of the Dark

Ungoliant at The Two Trees

Ungoliant at the Two Trees; Telperion (the silver tree) and Laurelin (the golden tree).

Ungoliant was once a servant of Melkor, who later became Morgoth. But she abondoned him and became her own mistress. She did, however, rejoin the dark side when Morgoth returned to her lair with a proposition.

Morgoth asked her to come with him to Valinor, to destroy its two most important trees (thus plunging the Valor into chaos). At first, Ungoliant was fearful, but when Morgoth said; "Do as I bid; and if thy hunger still when all is done, then I will give thee whatsoever thy lust may demand", she agreed to help him.

Ungoliant wove a shadow around herself and Morgoth, that enabled them to slip into Valinor unnoticed. When they reached the two Trees, Morgoth stabbed them each of them to the core. But Ungoliant, who had spent years without sustinance, immediately sucked up all the magical sap. She then grew to twice her normal size, but she was still thirsty. She went to a sacred well, and drank it dry, growing so large she even frightened Morgoth. But Ungoliant suffered for this mistake. From that point on, she had a hunger that could not be satisfied.

Morgoth and Ungoliant fled back to Middle-earth, where they escaped from the Valar and the Maiar. Morgoth, who had seen enough of Ungoliant, attempted to slip away. But Ungoliant held him back and demanded that he keep his promise. Grudgingly, Morgoth gave her the gems of Formenos, and she grew larger than ever. She then demanded the Silmarils, but Morgoth refused. Ungoliant attacked Morgoth and began wrapping him in her webbing.

Morgoth's Balrog attacked her and drove her into the south of Middle-earth, where she met many man-sized spiders. She mated with them and gave birth to a more advanced race of immortal giant spiders. Ungoliant remained in the South and began eating everything. The giant spiders, including Shelob and the rest of Ungoliant's children, fled to escape her hunger. Eventually, Ungoliant's hunger grew so out of control, that she ate herself to death.


Shelob was the greatest of her daughters, whom of which encountered Frodo and Sam on their journey to destroy the One Ring. Shelob was potentially the last of her kind, though it is unknown if she lived or succumbed to the stab she recieved from Sam.



           Middle-earth Villains

Dark Armies
Leaders: (Morgoth, Sauron & Saruman)
Nazgûl: (Witch-King of Angmar, Khamûl, Helm Hammerhand, Isildur, Suladan & Nazgûl Sisters)
Balrogs: (Durin's Bane, Gothmog & Tar-Goroth)
Dragons: (Smaug, Ancalagon, Scatha, Drogoth the Dragon Lord & Glaurung)
Great Spiders: (Shelob & Ungoliant)
Werewolves: (Carcharoth & Draugluin)
Goblins/Orcs: (Gorkil the Goblin King, Great Goblin, Azog, Bolg, Yazneg, Grishnákh, Gothmog, Gorbag & Zog the Eternal)
Uruk-hai: (Ugluk, Lurtz & Shagrat)
Black Númenóreans: (Mouth of Sauron, Agandaur, Black Hand of Sauron, Hammer of Sauron & Tower of Sauron)
Olog-Hai: (Brûz the Chopper)
Men of Darkness: (Ar-Pharazôn, Gríma Wormtongue, Bill Ferny, Lheu Brenin, Easterlings, Corsairs of Umbar, Dunlendings & Haradrim)
Various Creatures: (Barrow Wights, Trolls, Wargs, Fellbeasts, Gûlavhar & Watcher in the Water)

Corrupted Elves
Fëanor | Celegorm | Caranthir | Curufin | Maeglin | Celebrimbor

Corrupted Hobbits
Gollum | Lotho Sackville-Baggins | Ted Sandyman

Other Villains
Alfrid Lickspittle | Master of Laketown | Old Man Willow