Cloud of Ungoliant

Ungoliant was a being from before the beginnings of Arda, who entered into the world in the form of a vast spider. In the darkness of Avathar, in the shadowed south of Aman, she consumed what light she could and wove it into threads of darkness. From this she took her name: Ungoliant derives from the Elvish for 'weaver of gloom'.

After Melkor's escape from Valinor he made his way to Ungoliant and sought her aid. She agreed, and spread a great cloud of darkness to hide Melkor and herself from the eyes of the Valar and the other peoples of Aman. This Cloud of Ungoliant was impenetrably black, described as an 'Unlight' that defeated the eyes even of the Valar, and crushed the will of those who encountered it.

Enshrouded in the shadowy Cloud, Ungoliant and Melkor descended out of the southern mountains and crossed the plain of Valinor to the Two Trees. Melkor struck the Trees, and Ungoliant consumed their Light-filled sap, swelling to immense size. As Ungoliant grew, so did her Cloud, until it drowned all of Valinor beneath a towering darkness, with only the high peak of Taniquetil standing above the spreading gloom. Thus concealed, Ungoliant followed Melkor out of Aman, evading the hunt of the Valar and crossing into Middle-earth.