There is a terrible beauty in her form; in long deft limbs like a dancer’s, in the black sheen of her carapace, in the red hourglass blazoned on her underbelly. She moves like wind on the water, like the slow inexorable encroachment of nightfall, and nothing in her lair lives unless it pleases her that it should. Last of Ungoliant’s daughters, she has dwelt here for ages of the world; and when the world ends, she will spin the darkness from her body to weave it a suffocating shroud, capturing all that yet lives in her web to feed her insatiable hunger.

Dust and old blood lay heavy on the thick-strung webs of her lair, where she hangs motionless through the black ebbs and swells of slow time, limbs stretched on the web in frozen arabesque. When the hunger overcomes her she casts her will like a fog over the dark pass, drawing orcs and other, fouler creatures to her. Lost, wandering, they ensnare themselves in her web; and at the slight vibration in the strands she rushes out to seize them in powerful forelegs and paralyze them with envenomed fangs like spears. When she is done with them – and she feeds on other things than blood and flesh sometimes – she casts them down into the thick layer of old carrion that covers the floor of her lair with the billowing stench of rot.

Her pet has brought her food.

She feels them come into the pass, the two that her pet has brought, and for a moment she extends her will to slow their progress and examine them. There is the sharp, acrid smell of terror to them, and low roiling disgust, and dark exhaustion. One of them is half lost to shadow already, a black emptiness stretching wide within him like a gangrenous wound, and they are very small; this one will make neither sport nor food. But the second prey…

Her mother so lusted after stars in gem form that she fought a god for them and nearly won. This one, this prey, is as luminous as those stones, lit by love and fealty, by determination and humility. They burn so bright in him that for a moment she turns her mind away from that light; but what gives bright light makes deep shadows, and love is a gift of Melkor to her and her kind. She will feed on this one for a long, long time.

Finally she stirs, calling her pet back. Without her pet to guide them, the two of them – her prey and the Other – have stumbled into a blocked tunnel. With malice, amusement, and cold mocking joy she stalks them until suddenly the Other lifts a hand and brings brilliant starlight to places that have not seen light since the making of the world.

She has heard his cry before. Aiya Earendil Elenion Ancalima, he calls, and the floor of her lair is littered with the bones and rusted armor of taller beings who had thought to banish her with the same talisman. But she cares nothing for elves and less for their words, and she bends the crushing pressure of her will on her prey and the Other. The light falters and falls. Too easy: she releases them, watches them run, and moves back into the darkness.

Her pet, thinking it his own idea, seizes hold of her prey. She waits, watching, until the Other dashes by her. In one sudden spring she is upon him, slamming him into the wall with a blow of her foreleg. He would cry out if he had air enough, he gives a high thin wheeze in the attempt, and she reaches out a claw and smashes the sword from his hand. Futilely, he raises his arms to shield himself, terror stabbing sudden light into that black pit within him. But he is sorry food for her hunger; and, pinning him to the wall with her fangs, she holds him struggling against the rock until the color drains from him and he is still.

With swift, deft movements she pulls silk from her spinnerets and weaves him a winding-sheet. Leaving him in the middle of the corridor, she hides herself in shadow and watches as her prey struggles free of her pet. As her prey runs down the corridor toward her, toward his companion, she settles into the darkness and opens her mind to feed.

Her prey has found the Other now, and something inside him breaks and bleeds. It is a darker, richer food than any she has ever tasted, this poisonous misery so mingled with tarnished strands of a sick, despairing love. As her prey drops to his knees to take the Other in his arms, she lifts a limb to the wall and begins to climb, smoothly, slowly, each claw placed with grace and meticulous care as she stretches her limbs to the tunnel ceiling. Upside down, she stalks fastidiously across until she sits wreathed in shadow directly above her prey. He sees only the Other, her prey does, and does not realize that the dark above his head holds his death within it.

If she chose, she could unfold one long, slender leg, open her dark claws, reach down through the shadows, and shear off the top of his head. She could savor the delicacies inside his skull and leave him, a bloodied, emptied husk, for the Other to find when he wakes. She could do this, if she chose.

She does not. She waits, silent and still in the darkness, and feeds upon a much rarer delicacy than flesh.

If she could – if the shape of her mandibles allowed it – she would smile as he screams.

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