Shelob's Lair - Gollum leads Frodo and Sam deeper into the maze of tunnels of Cirith Ungol. It is dark, and on either side of the tunnel Frodo and Sam can sense openings, as if there are passageways branching off the main tunnel. From one, a terrible smell emanates, as well as a tangible sense of malevolence.

They suddenly realize that Gollum has disappeared again. And when they hear a "long venomous hiss," they realize Gollum has led them into a trap. Holding aloft the phial of Galadriel, Frodo can see its light reflected in the many eyes of a giant spider. He and Sam try to escape, slashing through thick cobwebs blocking the tunnel with Sting, but the spider—Shelob, an ancient monster—cuts in front of them via another tunnel and emerges to try to capture Frodo. Just as Sam tries to shout a warning to Frodo, Gollum comes up behind and attacks, covering Sam's mouth with his hands. As Sam and Gollum fight, Shelob pounces on Frodo. Gollum breaks free and runs away.