A primordial spirit of darkness who took the form of an immense spider, consumed by an insatiable hunger for light. Ungoliant allied with Morgoth to destroy the Two Trees of Valinor, devouring their light and growing to a terrible size. She later turned on Morgoth himself before fleeing into the south of Middle-earth. Shelob, the great spider of Cirith Ungol, is described as Ungoliant's last surviving offspring.