# Ungoliant - Queen of the Unlight

<figure>
  <img src="images/intro-6-3.png" alt="" style="zoom:100%;" />
</figure>
## Statistics

Lvl: 450 (500 after draining the Wells of Varda). Race: Spirit of the Void. Profession: Sorcerer. Home: Originally Avathar in southeastern Aman; later the mountain wilds of Northwest Middle-earth. Aka: (S. “Great Spider”); Îavarauko (Q. “Demon of the Void”); the Ever—hungry; Queen of the Unlight (Q. “Úcalatári”); the Unlight (Q. “Úcal”).

### Before Draining the Wells of Varda

RM Stats: St-130; Qu-130; Em-140; In-140; Pr-140; Ag-140; Co-130; Me-99; Re-99; SD-20. MERP Stats: St-130; Ag-140; Co-130; Ig-99; It-140; Pr-140. Appearance: 02.

### After Draining the Wells of Varda

RM Stats: St-140; Qu-140; Em-150; In-150; Pr-150; Ag-150; Co-140; Me-99; Re-99; SD-20. MERP Stats: St-140; Ag-150; Co-140; Ig-99; It-150; Pr-150. Appearance: 01.

<figure>
  <img src="images/page-104.png" alt="" style="zoom:100%;" />
	<figcaption>Ungoliant - Queen of the Unlight</figcaption>
</figure>

Ungoliant was a Spirit of the Void, the incarnation of Darkness, and the embodiment of Destruction. Her relationship to the Ainur was unknown, although her origin was outside Ea. Ever-hungry and consumed with a thirst for light and the fire that sparks spirits, Ungoliant fed on any life she could capture or subdue. In fact, legends say that in the end, for want of other prey, she devoured herself.

Morgoth first encountered Ungoliant in the dark wilderness of Avathar, within the shadow of the Pelóri Mountains of southeastern Aman. She was a unique spirit whose form resembled that of an ever-changing, spider-shaped cloud. Utterly black and featureless, she moved like a swiftly gliding void passing across the land.

Joining with the Unlight in an uneasy alliance, the Black Enemy convinced the Demon to accompany him into Valinor, and there attack the Two Trees. Hungry for the spirit of the Great Light of the Trees—which saturated the dews that filled the Wells of Varda—Ungoliant gladly aided Morgoth’s attack. She spun enchanted webs, creating a bridge over the high mountain wall that guarded the Kingdom of the Valar. Silently, the two Enemies entered the Realm of the Powers.

Morgoth and his spidery companion climbed the Green Mound upon which stood the precious trees called Telperion and Laurelin. Using his spear, the Black Enemy struck into the heart of each trunk, puncturing the glistening bark of the light-giving Trees. Their sap spilled upon the grassy carpet. Ungoliant quickly sucked the splendid fluid off the ground, and turned upon the wounded Trees. Extracting the last drops of their essence, the Spirit of the Void poisoned the Two Trees with her black Venom of Death. She blackened the green hill with a cloud of befouling waste. Crowning her perverse crime, Ungoliant then drained the dew from the Wells of Varda.

Increased in might by the Light she consumed, the demon-spider spun a Web of Unlight which guarded her journey northward with Morgoth. The two Great Enemies used the impenetrable cloud to reach the Noldo Treasury at Formenos unscathed. There, Morgoth slew the Noldorin King (Finwë) and stole the wealth of his kindred. Pursued by Tulkas and the Host of Oromë, the evil thieves slipped away, again using Ungoliant’s enchanted Web to cover their movements. The Valar were unable to close, and Ungoliant and Morgoth crossed the grinding ice of the northern seas unscathed, entering Endor beneath the starry skies of the Long Night.

Never satiated, the demon’s increased power merely multiplied her greed. She confronted her erstwhile ally upon reaching Middle-earth and demanded the treasure Morgoth had wrested from the Noldor. The Black Enemy attempted to appease her restless hunger by feeding her gems, but this only served to make her stronger and thirstier. 

Appalled, the rebellious Vala realized his plight and summoned his Balrog servants in hope of dissuading any further demands. Ungoliant was unimpressed and assailed the Black Enemy when he refused to relinquish the three stolen Silmarils.

Together with the aid provided by his fiery Balrogs, Morgoth’s might prevailed. Ungoliant retreated into the wilds of Middle-earth. She made her home in the Valley of Dreadful Death (S. “Nan Dungor-theb”) on the northern edge of Beleriand, eating all that lived in the vale and the surrounding hills. Mating with some of her monstrous prey, she gave birth to the race of demon-spiders that would haunt Endor for ages to come. (One of her descendants, Shelob the Great, played a special part in the saga of Sauron’s fall.)

Ungoliant later migrated southward in search of more sustenance. She passed from history’s view soon thereafter, but her hideous legend and heinous legacy still stir fear.

## Ungoliant’s Special Powers

- **Smell** · Ungoliant can smell perfectly, regardless of condition, as far as the horizon. She can sense every detail of every scent, as if she were at the point at which it was made.
- **Web of Unlight** · When Ungoliant spins a cloud or Web of Unlight, no light of any kind can penetrate its bounds. The web’s range/radius can be as large as 45 miles. Within its confines, everything is utterly dark, although Ungoliant can sense the number and basic nature of the presences whenever she concentrates. Creatures who rely on sight, operate at -100 inside the cloud.
- **Dark-weaving** · Ungoliant has absolute control over all darkness (absence of light) within a range of 1’ x her level. She can use these weavings as pathways to swing upon or move across (like the threads of a spider’s silk).
- **Black Beak** · Ungoliant can drain the Fire of Life from any spirit she touches. Using a shadowy, beak-like form, she can strike with a +450 Huge Beak Attack (see MERP Tables CST-2 and AT-5 or RM/Claw Law Table 11.11). Then she can employ her proboscis-like tongue to reduce all of the victim’s stats at a rate of 10 pts per round. In such case, the victim receives a RR versus a 45th level Essence attack each round. Success enables victim to resist draining and attempt a maneuver.
- **Strength of Form** · Ungoliant’s shadowy spider-like fana (form) gives her inherent plate armor; it serves as AT Pl/20 (-100). For resolving Critical Strikes, treat her as a Super Large Creature and subtract 20 from rolls on the Critical Strike Tables (MERP Tables CT-10 and CT-11 or RM/Arms Law Table 8.15 and RM/Spell Law Table 10.85).
- **Spells** · 18,900 PP. Base spell OB is 225; directed spell OB is 450. Ungoliant can use all the Mage lists and all Open Channeling and Open Essence lists (MERP), and all Sorcerer lists, and all Closed Channeling and Closed Essence lists (RM).

### Ungoliant’s Special Powers After Draining the Wells of Varda

As above, except the following.

- **Attacks and effects** · Her 45th lvl attacks become 50th lvl; her 450’ ranges become 500’; her +450 OB becomes a +520 OB; her 45-mile ranges become 50-mile ranges; etc.
- **Spells** · 26,000 PP. Base spell OB is 250; directed spell OB is 500. Ungoliant can use all the Mage lists and all Open Channeling and Open Essence lists (MERP), and all Sorcerer lists, and all Closed Channeling and Closed Essence lists (RM).





