He came to her in Avathar and told her of his plans. Alliance with MelkorĮventually, Melkor sought out Ungoliant in order to exact his revenge against the Valar and the Elves. After each feeding, she spun dark webs of gloom that strangled all passing light.

There, in a ravine south of the mountain Hyarmentir, she established her dark abode and took the physical form of a monstrous spider, and craved and sucked up all light she could find. When Melkor was defeated and imprisoned by the Lords of the West after the first Elves awoke in Cuiviénen, Ungoliant escaped the attacks of the Valar and the hunters of Oromë and fled to the southern part of Aman. Considering that the Ainur passed through the Void while venturing from the Timeless Halls to Arda, it is possible she was simply a powerful Maia in the form of a spider.

It is said that she came from the Darkness itself that lay about Arda and was once an ally of Melkor when he looked down upon the world with envy. The true origin of Ungoliant is unknown, and was not even known by the Valar.