Gollum leads Sam and Frodo to a dark stone wall and to a cave within it, which they enter. The smell is overwhelmingly bad. Gollum reports that the cave is the entrance to a tunnel, but he does not say its name, Shelob’s Lair. Despite the possibility that the cave is filled with Orcs, Sam and Frodo know that they must enter.
The tunnel is totally dark, and the hobbits proceed by feeling the walls. Strangely, Gollum disappears, leaving the hobbits to find their way themselves. Suddenly, Frodo is aware of an intense feeling of hostility and danger emanating from the darkness. They hear a bubbling hiss, but can see nothing. Sam shouts to Frodo to raise the phial of Galadriel, a small container blessed by Galadriel that Frodo wears around his neck. The phial shines a strong light that illuminates hundreds of tiny eyes, all of them staring at the hobbits. The eyes belong to Shelob, a giant spider-monster ever hungry for creatures to devour, used by the evil Sauron to guard his passages.
Frodo is terrified, but he walks boldly toward the eyes, which retreat as he advances. The hobbits head for the end of the tunnel, but are held up by cobwebs stretched across the passageway. The cobwebs are too strong to be cut by a knife, and the hobbits fear they are trapped until Frodo remembers Sting, his Elf-made knife. They cut their way through, and the hobbits are within view of the exit from the tunnel. Frodo shouts that they should run and pulls ahead. Sam lifts the phial to see, notices that there are orcs ahead, though, and hides the phial. Suddenly Shelob attacks, moving swiftly between Sam and Frodo. Sam shouts a warning to his master, but he is silenced by the clammy hand of Gollum, who has betrayed the hobbits by leading them to Shelob. Sam removes himself from Gollum’s grasp and threatens to stab him, but Gollum moves quickly away.
In the midst of the struggle with the spider-monster Shelob, Sam discovers Frodo lying face up, paralyzed by the spider’s poison. The sight of his master in such an awful state fills Sam with courage and rage, and he charges Shelob. He manages to stab her in one eye, which goes dark. Heaving her belly up over Sam, Shelob prepares to crush the hobbit, but instead impales herself on his sword. Shelob shudders in pain and withdraws. Sam rushes to Frodo, and then charges Shelob again. The defeated spider flees. Sam calls out to Frodo, whom he at first believes to be asleep.
When Sam suddenly realizes that Frodo may be dead, he is stricken by the thought that he himself must now carry out the mission of destroying the Ring. He is upset by the idea of taking the Ring from Frodo’s body and carrying it himself, remembering that it was originally entrusted only to Frodo. But Sam decides that, as Frodo’s companion, he may legitimately inherit the mission. Sam takes the Ring. He attempts to flee, but hears Orc voices surrounding him. Without reflecting on his actions, Sam puts on the Ring, and feels as though the world has changed. As a result of wearing the Ring, Sam can understand the Orc language perfectly. The Orcs take up Frodo’s paralyzed body and carry it away.
Sam follows behind, listening to the guards’ conversation. One Orc, named Shagrat, is telling the other, Gorbag, that Shelob has been wounded. Gorbag is impressed that any creature was able to hurt Shelob and cut through the cords of her cobwebs. He imagines that the creature must be very powerful indeed. Shagrat announces that the orders given from above are to retrieve Frodo safe and sound, with a careful examination of all his possessions. Gorbag wonders whether Frodo is even alive at all, but Shagrat affirms that Shelob only eats living flesh, so that Frodo must still be living, although stunned. Sam is amazed to hear that Frodo is alive. The Orc guards carrying Frodo slam the doors behind them. Sam still has the Ring, but is separated from his friend.