The conspicuous presence of spiders in J.R.R. Tolkien’s Middle Earth imaginarium is rooted in Arachnophobia, an irrational fear Tolkien’s son, Michael, was affected by. In the universe of Arda, the spiders were originally spawned by a single being — Ungoliant, a massive demonic entity which entered Middle Earth before the First Age, perhaps one of the Maia corrupted by Melkor. The Sindarin (Elvish) word for spider is, in fact, ‘ungol’. The creature gave birth to innumerable progeny, among which was Shelob, “the last child of Ungoliant.”

Concept by Christian Rivers.

Labeled as “an evil thing in spider-form,” Shelob established its lair in the aptly-named Cirith Ungol (“Spider’s cleft”), a network of tunnels leading to Mordor — and when Sauron claimed the land as his, he used to watch the spider-like monster kill and devour prisoners for entertainment. The name of the creature itself is a simple compound of ‘she’ (indicating the spider’s gender) and ‘lob’, an archaic English word meaning ‘spider’.

The novel describes Shelob progressively, and although many of her traits are directly inspired from spiders, she differs from them in some aspects: “two great clusters of many-windowed eyes” (suggesting compound eyes, a trait not seen in actual spiders) are first mentioned; they are what Frodo and Sam witness when the creature is hidden in darkness. “Monstrous and abominable eyes they were,” Tolkien narrates, “bestial and yet filled with purpose and with hideous delight, gloating over their prey trapped beyond all hope of escape.” Once Shelob is fully revealed to the reader, Tolkien provides a detailed description:

“Hardly had Sam hidden the light of the star-glass when she came. A little way ahead and to his left he saw suddenly, issuing from the black hole of shadow under the cliff, the most loathly shape that he had ever beheld, horrible beyond the horror of an evil dream. Most like a spider she was, but huger than the great hunting beasts, and more terrible than they because of the evil purpose in her remorseless eyes. Those same eyes that he had thought daunted and defeated, there they were lit with a fell light again, clustering in her out-thrust head. Great horns she had, and behind her short stalk-like neck was her huge swollen body, a vast bloated bag, swaying and sagging between her legs; its great bulk was black, blotched with livid marks, but the belly underneath was pale and luminous and gave forth a stench. Her legs were bent, with great knobbed joints high above her back, and hairs that stuck out like steel spines, and at each leg’s end there was a claw.”

A beak is mentioned, and Frodo is also “stung in the neck”; it is unclear whether Tolkien intended Shelob to have an actual stinger (a trait uncommon to spiders) or used the verb to describe a bite.

Concept art by Alan Lee.

For Peter Jackson’s The Lord of the Rings film adaptations, Shelob and her lair were portrayed in The Return of the King, as opposed to The Two Towers, for pacing purposes — and with some cosmetic changes in how the events actually occur.

Scenes of Sam fighting Shelob were filmed even before a final design for Shelob was completed. Joe Letteri of Weta explained: “What we did for the fight was actually pretty cool. We had a stunt person on set in a blue suit, with this big extension with two fangs at the end. He did a lot of the fighting with Sam that way. Sean [Astin] actually reworked all of the animation, in a way, backwards for us, because he would grab the fangs and kind of fight with them and puppeteer it, and because we had to fit all that action to his hands, those became what her fangs were doing, and then we fit the body performance around that.”

Conspicuously, the director was an arachnophobic himself. “Peter has always had an intense fear of spiders,” said Letteri, “and so he wanted a big, scary spider.”
Jackson specifically established that Shelob should channel — in both appearance and behaviour — a spider native to New Zealand: the black Tunnelweb spider. For reference, art director Christian Rivers literally dug a black Tunnelweb spider out of his own home garden and brought it at Weta Workshop in a glass jar.  Letteri continues:  “[these spiders] live in little holes in the ground; they cover themselves with a little flap of dirt, and when prey goes by, they pop up and run out and grab it. [Rivers] happened to find one in his garden one morning and just photographed it, and that was our reference, that was what we used. We got other pictures as well, but that was the main one.”

“It was terrifying,” Rivers recalled.

An enormous array of design iterations was considered, from basic spider-like designs (influenced by various species) to creatures with influence from crustaceans and other arthropods, all portrayed in either conceptual illustrations or small-scale maquettes. The body was ultimately designed as corpulent and bloated, much like the novel Shelob.

Various design maquettes for Shelob’s head. Final design shown in the bottom left.

A contest was held among the Weta Workshop designers to portray the most “Shelob-like” head for the monster. Jackson established most of the design himself, as recalled by Alan Lee: “I don’t think anyone who worked on Shelob quite managed to capture what Peter Jackson was actually after until he had attacked it himself with a handful of plasticine.”

To add a sense of age to the character, asymmetrical fleshy growths and deformations were added to the design, to show that “she’s been around for God knows how long,” as Jackson related. Letteri added: “Peter, of course, wanted the sense of history, the scarring of the eyes and the sense that she’d been in a battle and had to be in lots of fights, whether for defense or prey, for all of her life.”

Shelob’s eyes posed certain challenges. Letteri related: “the biggest thing to remember about her design was trying to come up with what her eyes should look like. Spiders have eight eyes, but if you put them where real spiders’ eyes are, it doesn’t make for an interesting shot, because you don’t know which one you’re supposed to look at. So what we did is we moved the eyes around to have the two that you would recognize as eyes on a face. Those were the main ones and the other ones became less important around it.”

The final Shelob’s head in maquette form, with its mouth closed.

Once a final design was selected, a maquette was sculpted and scanned to obtain the Shelob digital model. Shelob’s face was sculpted in two poses, with closed and open mouth. The former concretely defined Shelob’s facial connotations. “Combining elements from Jaimie [Beswarick]’s anatomical spider-face sculpts and Greg [Broadmore]’s diseased maquettes,” sculptor Ben Wootten said, “the final version was an attempt to capture all the aspects of design that peter and Fran [Walsh] warmed to the most. The diseased growths were whittled back to a concentration around the left eye, and a more predatory look was introduced by bringing the ‘alpha’ eyes closer together. In keeping with the squat nature of the Tunnelweb spider, Peter had me shorten the length of the face, bringing the eyes and mouthparts closer and creating a more focused creature.” The scanning technology was so advanced that, literally, “it perfectly captured an errant thumbprint on the back of the model.”

The maquette of Shelob’s open mouth. The digital model applied cosmetic changes, such as the removal of the central upper tooth in the inner jaw.

Defining Shelob’s inner mouth parts proved most challenging, as reported by Wootten: “after the initial sculpt had been approved and scanned, Weta Digital quickly realized they would need to have a much more detailed understanding of Shelob’s mouthparts in order to create a working digital model. Due to the deadline imposed on the digital animation team, only a day could be spent designing the mouth workings. The quickest way to achieve this was through an augmented version of the original sculpt. We poured a hard plasticine copy from the existing mold and quickly worked the mouth details into it. The design brief was to the point: scary and disgusting. From memory, I conjured up a combination of the most vile images I could think of and worked them around the existing mandibles: squid beaks, crayfish mouths, and various ‘organic apertures’ were the main inspiration. The only change Peter made to this design was to remove the large middle tooth at the top of the mouth. The digital team did an amazing job of breathing life into the design.”

The design ultimately mirrors the novel creature only partially: the “great horns” described by Tolkien are completely absent, and the mention of Frodo being stung is taken literally — with the presence of a stinger, based on wasp stings, on the end of Shelob’s abdomen. The beak was also replaced with internal jaws hidden by Shelob’s chelicerae.

Although a practical version was first employed for certain scenes, Shelob was an entirely digital character in The Return of the King — brought to life by Weta Digital. A total number of 16 animators worked on the sequences featuring Shelob — one of the most complex characters in the film to animate due to the number of appendages, as well as its vocabulary of movement.

Shelob’s chitinous body had a partial fur covering, which proved to be difficult to render. Letteri said: “at that scale, you get that translucent fur, but it’s almost like the beer bottle effect; when you get those big hairs that are that big in size, they get very refractive. That was something that was new for us, but we had to figure out how to make it look that way, so that when you backlit it, you got that nice kind of amber quality covering each of the furs.”

Animation of the creature was inspired by photographs and footage of spiders. Shelob is introduced in the darkness, with her limbs held tightly against each other — a sight inspired by a spider photograph Jackson had seen in a National Geographic documentary. It was a documentary-like feeling, in fact, that the visual effects artists wanted to achieve for the whole sequence. When Shelob emerges from her lair to stalk Frodo outside of it, the shot of her legs coming out of the tunnel was inspired by a concept art piece by John Howe, particularly favoured by Peter Jackson.

Concept art by John Howe. This painting was replicated in a sequence from the film.

Shelob’s mass, exceeding that of any spider (or arthropod) that ever roamed the world, posed a particular challenge when having to apply spider-like movements to her far larger anatomy. Animator Andre Calder explained: “once you get into animating a two-ton, six-metre-long movie monster, clips of garden spiders get left behind quite quickly. You can get the basics of spider movement — which pairs of legs get moved in what sequence as the spider walks and the way the body mass reacts to that. But the broader behaviour is driven more by the requirements of the action and the constraints of what was shot on set with the actors. Plus [Shelob] is a movie monster, and behaves with unnatural intelligence and malevolence.”

Shelob’s mass came into play in the sequence where she abducts Frodo. Letteri related: “the thing that really drove the scale was the scene where she needed to wrap up Frodo. She needed to be big enough to do that believably, because if you watch spiders doing that with insects, they can do them with insects that are fairly large compared to their body size, but we wanted something that felt a little bit more easy for her to handle to make it really look scary, so that relationship is kind of what drove the final pick on size. That scene was a combination between some live-action elements that we shot with Elijah [Wood] and then going to a digital double of him as he’s getting wrapped up in the wide shots when you see her spinning him around. We created this sort of silken, cloth-like texture that came out of her spinners and that she wrapped around him.”

Although spiders were an important reference, there always had to be an element of improvisation — and this became apparent when the animators crafted the sequences of Sam fighting Shelob. Letteri explained: “we spent quite a long time on her, getting the articulation right, getting the joints pretty close to a spider, but we took liberties because we wanted her to have a little bit more flexible motion than what a spider could do — just little changes here and there as we kind of worked out what she needed to do for animation. You can do the basic locomotion of all eight legs, you can study spiders and see what they’re doing, but you always need to come up with something interesting. Especially in the battle, when Sam is running around her and they’re fighting, you need to choreograph it so that each one is doing something to either hold the weight or be adjusted for the move, or to be striking out or moving in a direction she needs to move. With eight legs, you always have to be thinking about it because you don’t want any of them to look like they’re not engaged because then you lose the excitement, but you also don’t want them just flailing around for no reason at all because then it just looks wrong. The animators spent a lot of time just trying to find that right level.”

Rivers ultimately commented on the nightmarish spider, saying: “what I love about the Shelob sequence is that even though she is this disgusting, evil creature, she isn’t actually an emissary or one of Sauron’s minions. She simply lives in [Cirith Ungol], and Gollum is clever enough to use her to try and kill Frodo; but, you know, she doesn’t have any agenda in getting the Ring or helping Sauron get it — this is where she lives, it’s her lair. And so she isn’t willing to risk her life for a meal, and so Sam puts up enough of a fight that she just creeps off back into the darkness.”

For more pictures of Shelob, visit the Monster Gallery.