West of Valinor

A Forest Divided

Stephen Westbrook Season 1 Episode 9

An examination of "Flies and Spiders" from The Hobbit.  The historical and archetypal uses of forests, and the evolution of spiders from the role of creators to the role of villains.  The progression of Bilbo from afterthought to real hero.

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  1. Chapter 7 of The Hobbit ends with the following line: “They each shouldered the heavy pack and the water-skin which was their share, and turned from the light that lay on the lands outside and plunged into the forest.”  And there is no better way to describe the thematic shift that is taking place in the story.  The turning away of the light of Hobbiton and of Rivendell and of Beorn, and the entering of the darkness of Mirkwood; even the songs of the Goblins, as wicked as they are, are laughing songs.  But now the novel takes a darker turn.  The tone is darker, and the scenery is darker.  And you get the sense that the Tolkien children have grown up a little bit since their father began telling them this story away back in Bilbo’s drawing room, and now they are ready for something a little bit darker.  In Flies and Spiders, they’re going to get it.

Hi, I’m Stephen Westbrook, and you’re listening to West of Valinor.


  1. Concerning Forests
    1. Pre Tolkien
      1. The opening lines of Dante’s Inferno  (https://www.youtube.com/watch?v=dIPuo9oYTew)

Nel mezzo del cammin di nostra vita

mi ritrovai per una selva oscura,

ché la diritta via era smarrita.

Ahi quanto a dir qual era è cosa dura

esta selva selvaggia e aspra e forte

che nel pensier rinova la paura!

  1. That was Roberto Begnini, and those were the opening lines from Dante’s Inferno.  

Translation:

Midway upon the journey of our life

I found myself within a forest dark,

For the straightforward pathway had been lost.


Ah me! how hard a thing it is to say

What was this forest savage, rough, and stern,

Which in the very thought renews the fear.


  1. We start by looking at forests as they have been used throughout legend and myth, BEFORE Tolkien began writing about them.

Dante begins his trip through the Inferno in a dark forest on Maundy Thursday - the day of the Last Supper, the day of the betrayal of Christ.  And he finds himself in a dark wood - una selva oscura - and he wants to get out, he wants to get through the dark forest, the mirky wood.  And Dante tries to climb a hill but finds his way blocked by three divine beasts - a leopard, a wolf, and a lion - and the beasts prevent his escape but drive him deeper into the woods, into a deeper place, a lower place.  And there Dante finds the spirit of the poet Virgil and begins his descent through the Inferno.  Through hell.  And it all began in a dark wood.

  1. The Cedar Forest - Gilgamesh
    1. In Mesopetamian mythology, particularly in the story of Gilgamesh, the Cedar Forest is the realm of the Gods, and is guarded by the demon Humbaba the Terrible.  Gilgamesh and Enkidu travel to the Cedar Forest, and in dreams Gilgamesh is promised divine protection if he enters the forest.  And he does and is attacked twice by Humbaba, and the second time the sun God Shamash joins Gilgamesh and Enkidu in the battle and Humbaba is defeated and beheaded by Gilgamesh.  And Gilgamesh and Enkidu then cut down large swaths of the virgin groves of the Cedar Forest and take the wood and make city gates for the city of Nippur, and a great raft on which they float down the Euphrates river.
  2. Forest Brocéliande - King Arthur
    1. In French literature, you have the Forest Broceliande, associated with the Arthurian legend.
    2. Birthplace of Merlin
    3. “Prison” of the Vivian
      1. Who loved Merlin, so that he built her a castle of crystal in the forest, which she loved but found that everyone could see everything she did in the castle, so she asked Merlin to obscure her from prying eyes.  So Merlin put the castle at the bottom of a lake, and Vivian became known as the Lady of the Lake.
    4. Tolkien wrote of Broceliande in his Lay of Aotro and Itroun, (which we will talk more about in our next episode) saying “In Brittany beyond the seas the wind blows ever through the trees; in Brittany the forest pale marches slow over hill and dale.  There seldom far the horns were wound, and seldom hunted horse and hound.  /   The lord his lance of ashwood caught, / the wine was to his stirrup brought; with bow and horn he rode alone, / and iron smote the fire from stone, / and his horse bore him o’er the land / to the green boughs of Broceliande, / to the green dales where listening deer / seldom a mortal hunter hear: / there startling now they stare and stand, / and his horn winds in Broceliande.
  3. Sherwood Forest as a foil to Nottingham
  4. A Midsummer Night’s Dream
    1. Shakespeare’s A Midsummer Night’s Dream centers on the love quadrangle between Hermia, Lysander, Demetrius, and Helena.  So here we go.  Lysander loves Hermia and wants to marry her.  Hermia loves Lysander back.  But Demetrius also loves Hermia, and Hermia’s father wants her to marry Demetrius.  And then there is poor Helena, who loves Demetrius, but whom, poor girl, no one is in love with.  So, to get away from the Duke’s edict that Hermia follow her father’s wishes and marry Demetrius, Hermia and Lysander run into the forest to escape the city.  Demetrius chases them, and Helena chases Demetrius.

In the forest they “meet” the fairies, or rather, the fairies meet them.  Oberon tells Puck to make Demetrius fall in love with Helena, but Puck accidently makes Lysander fall in love with Helena.  When Oberon realizes that Puck hasn’t enchanted Demetrius, Oberon does it himself.  So now, whereas when they entered the forest, both men HAD loved Hermia, now they both love Helena.  And Hermia is sitting there watching the two guys who used to love her fight over another girl while they talk about how awful Hermia is.

And eventually Oberon figures out what is going on and tells Puck to remove the enchantment from Lysander (and thus let him fall back in love with Hermia) and then to just put all of these silly mortals to sleep, so that when they wake they will think all of this weak and idle them no more yielding but a dream.

  1. But in this we have not one but two of the key uses of forests throughout literature - Forests serve as the domain of elves and fairies - the realm of the other, definitely NOT the domain of man.  But forests also serve as an escape from the city, an escape from the rules and edicts of human society.  Hermia, because she is forced by the rule of the Duke to do something she doesn’t want to do, escapes to the forest, outside of his domain.
  2. Meeting Arwan in the Mabinogion
    1. As we have talked about a couple of times in this podcast, in the Mabinogion, Pwyll, a lesser king in Wales according to Welsh mythology, meets the Fey King, the Huntsman Arwan in the forest while on a mystical hunt.
    2. Pwyll comes across a stag that is being brought down by otherworldly dogs, and Pwyll shoos off these dogs and gives the kill to his own dogs, but at that moment Arawn, king of the Otherworld - of Faerie - comes up to Pwyll and demands satisfaction, and so they switch places and Arawn rules Pwyll’s kingdom for a year and Pwyll rules Arawn’s kingdom, Annwn, for a year-and-a-day, and then Pwyll defeat’s Arawn’s mystic enemy in combat, and all is well, and they trade kingdoms back, and the meeting place, the connection between Wales and Annwn, between here and beyond, is in a forest.
  3. The most instructive forest, for Tolkien, however, would have been the forests of central Europe - especially as they exist in Basile’s Pentamerone and in Grimms’ Kinder und Hausmärchen.
    1. Giambattista Basile's Pentamerone
      1. The Pentamerone is one of the literary antecedents of Grimm’s Fairy Tales - the Grimms themselves credit it as the first national collection of folktales.  But the two collections tell a lot of the same tales.  The Pentamerone simply has an Italian flavor, while the Grimm’s Brothers have a Germanic one.
  4. Grimm
    1. It would be ridiculous of me to try to list out all of the stories from Kinder und Hausmarchen that take place in the forest.  It would be easier by far to list the ones that DON’T do so.  I could talk about Snow White, or the Bremen Stadt Musicians, or the Brave Little Tailor, or Rotkapchen, or Snowwhite and Rose-red…  But of all of these forest centric tales, I want to focus on one.  Hansel and Gretel.
    2. Hansel and Gretel
      1. Tell the Story
        1. Breadcrumbs are a variation of the silk thread from the Theseus myth
      2. Jack Zipes, Professor Emeritus at the University of Minnesota, wrote that “Inevitably they find their way into the forest. It is there that they lose and find themselves. It is there that they gain a sense of what is to be done. The forest is always large, immense, great, and mysterious. No one ever gains power over the forest, but the forest possesses the power to change lives and alter destinies. In many ways it is the supreme authority on earth and often the great provider. It is not only Hansel and Gretel who get lost in the forest and then return wiser and fulfilled.”
        1. The Theseus theme
        2. Lost in the woods
        3. Finding both good and evil in the forest
      3. According to Nancy Canepa, the typical forest in the Pentamerone and in Grimm’s fairy tales is "a middle ground whose 'inbetweenness' is not so much the liminal site for rites of initiation as it is a stage for metaphorics of hybridity – for metaphorically representing heterogeneous and incongruous thematic elements of the narrative – that highlights the stories’ engagement with historical reality and diverse traditions"
  5. Der Schwarzwald (Hercynian Forest of Roman writings → Julius Caesar and Pliny the Elder)
    1. In Medieval German tradition, the forest did not particularly belong to any king or nobleman, but was outside of everyone’s territory.  It therefore acted as a great equalizer, where the noble and the peasant were on more-or-less equal footing.  Everyone lived or died based only on their own skill.


  1. There are, ultimately, three types of forests in stories:
    1. The Dark Wood, where dark things happen
    2. The Enchanted Forest, where enchanted things happen
    3. and, paraphrasing Freud here, sometimes a forest is… just a forest


  1. Tolkien
    1. Some of Tolkien’s forests are part of Faerie, and some are very much not.
      1. Faerie
        1. Mirkwood
        2. Lothlorien
        3. Doriath
      2. Non-Faerie
        1. The Old Forest
        2. The Chetwood
        3. Fangorn
        4. The Druadan Forest
        5. Ithilian
    2. Tolkien’s forests take the German tradition that nobles and kings do not own the forest and turn it on its head.  It isn’t that the forests aren’t owned - they are, almost to a letter - but it is that they are not owned by the civilizations of Man.  The Elvenking owns Mirkwood, Galadrial and Celeborn own Lothlorien, Treebeared controls Fangorn, and Ghan-buri-Ghan controls the Druadan Forest on the edge of Gondor.
      1. This is more in line with the English treatment of Forests than the Medieval German one - English forests were considered to be the sole hunting property of the local lord… Think of Arawan or of Robin Hood.
      2. But the “local lord” in none of these forests is one of the manish kingdoms.  We are, here, mixing the Germanic and the English traditions.  Unlike the Germanic tradition, forests are owned. But unlike the English tradition…. it ain’t by the kingdoms of men.
      3. Even the Druadan Forest, although it is controlled by Ghan-buri-Ghan in the Return of the King, is not really part of the world of men.   Although Ghan-buri-Ghan is “human,” he is not part of the “civilized” world.  He resembles one of the Pukel-men, one of the ancient, aboriginal men of the region.  And although he helps Theoden and the Rohirrim, he is not one of them.  And he asks them to leave him and his forest alone after they defeat the orcs, expects the “kingdoms of men” to respect his dominion over the forest.
    3. This question of dominion is interesting.  The relationship between the “guardian” of the forest and the forest itself is interesting.
      1. The Old Forest is overseen by the competing figures of Tom Bombadil and Old Man Willow - Old Man Willow making this a very tree-ish Dark Wood, and Tom Bombadil content to undo Willow’s mischief without actually ever governing anything.  Bombadil wants no mastery or lordship, only peaceful status quo.
      2. Fangorn is overseen by Treebeard himself, and is even treeisher.  It has its dark places and its light places, but it is entirely uncontested.  It is, essentially, a forest of the trees, for the trees and by the trees.  The America of forests.  And, as Treebeard says, it is not entirely on anyone’s side because no one is entirely on its side.  It is X factor, just as Treebeard himself is an X factor.
      3. Mirkwood (And Lothlorien, and Doriath from the Silmarillion) are guarded by the elves - the fey - and so they themselves become Faerie.  It isn’t fair or accurate to say that walking into any forest is walking into Faerie.  But walking into Lorien definitely is.  When Frodo first see’s Lorien in the Fellowship of the Ring, Tolkien tells us, “Frodo stood awhile still lost in wonder. It seemed to him that he had stepped through a high window that looked on a vanished world. A light was upon it for which his language had no name. All that he saw was shapely, but the shapes seemed at once clear cut, as if they had been first conceived and drawn at the uncovering of his eyes, and ancient as if they had endured for ever. He saw no colour but those he knew, gold and white and blue and green, but they were fresh and poignant, as if he had at that moment first perceived them and made for them names new and wonderful.”
      4. Mortals have to work hard to break into Lorien, and even harder to break into Doriath.   Because what is guarded there is Faerie, the ancient world, the world behind the veil. 
      5. And Mirkwood is a little different - it is the realm of both the Elvenking and of the Necromancer and of the spiders.  And as a forest of competing masters, it is fragmented, and Bilbo and the dwarves are able to enter it precisely because it has that fragmentation, because it has those cracks.
    4. Tolkien himself on his forests:
      1. Writing in response to an editorial that called the destruction of a forest “Tolkien Gloom”, Tolkien defended his writings about forests, saying, “In all my works I take the part of trees as against all their enemies. Lothlórien is beautiful because there the trees were loved; elsewhere forests are represented as awakening to consciousness of themselves. The Old Forest was hostile to two legged creatures because of the memory of many injuries. Fangorn Forest was old and beautiful, but at the time of the story was tense with hostility because it was threatened by a machine-loving enemy. Mirkwood had fallen under the domination of a Power that hated all living things but was restored to beauty and became Greenwood the Great before the end of the story.”


  1. Concerning Spiders
    1. Pre Tolkien
      1. In the ancient world, spiders were not regarded as evil.  They were sources of fascination, and so they found themselves incorporated into various mythologies, but they weren’t villainous.  Spiders were creators.
      2. You go to sleep and there is nothing there.  You wake up in the morning and there is an intricate web spanning several feet, and directly in the center, lord over her meticulous creation, is the spider.
      3. Uttu from Sumerian Mythology
        1. In Sumerian mythology, the goddess UTTU is symbolized with a spider - the spider goddess, the weaver goddess.  And this, in Sumerian mythology, is a good thing.  According to the Sumerians, when the people were first created, they were naked in the fields, and it was Uttu who wove clothing for them.  Uttu’s role as the weaver is reinforced in the central myth about Uttu.  See, the God of Fertility, Enki, has - shall we say, worked his way through most of the Goddesses with very little trouble.  All of them acquiesce to his desires almost immediately and they all conceived and gave birth quickly and joyfully.  But Uttu, Enki’s next conquest, initially wants nothing to do with Enki.  She demands that he woo her with fruits and with flowers.  And then, when she opens the door to him, he still has to ply her with beer.  She represents a progression in society from “Women as breeders” to “Women as weavers and as keepers of the home.”  And she is the initial spider goddess.
      4. Arachne
        1. Greek Mythology also pays homage to spiders in the character of Arachne.
          1. In the Metamorpheses, Ovid describes Arachne as the greatest weaver in the city of Lydia, and she knows it.  Arachne begins to brag that her weaving is so good that it outshines the art of the goddess Athena.  Athena, of course, hears about this and comes, in disguise, to speak to Arachne.  Athena warns Arachne against pride, and against any mortal equating herself with the Gods.  But Arachne will not listen, and keeps insisting that she could best Athena at weaving, and if Athena is so great, where is she?  At this, obviously, Athena takes off her disguise and challenges Arachne to a weaving contest.  The contest begins, and Athena weaves a tapestry telling of the struggles of the Gods, of Athena’s contest with Poseidon over Athens, and of the fates of blasphemous mortals.  Arachne, on the other hand, weaves the story of the exploits of Zeus, and of Zeus’s abuse and mistreatment of humans.  Athena looks over and see’s Arachne’s tapestry and knows that it is flawless, but she also sees the pride and blasphemy of Arachne, and so Athena destroys Arachne’s work and begins hitting her over the head.  Aghast at the wrath and temper of the Goddess, Arachne runs off and hangs herself.  And then, in a move of “vengeance disguised as pity,” Athena brings Arachne back to life, but tells her that she and all of her descendants for the rest of time will be the great weavers of the world.  And Athena sprinkles a little of Hecate’s poison on Arachne and turns her into a spider.
          2. And this story has all sorts of overtones.  It has the censorship of the proletariat by the ruling class; It has Oedipal or Electra overtones of the child overcoming the Mother.  And like most stories, I find, the message between the original and the popular versions are subtle but important.  In most of the versions I read of this story as a child, Athena wins the contest outright, and Arachne hangs herself out of shame.  And Athena then comes in as the benevolent savior of a repentant but talented child.  But Ovid’s version is somewhat darker.  Athena is not a nice goddess (as would have been evident to Ovid’s original readers, who would have already met Athena as the unjust tormentor of Medusa.
        2. Purgatorio
          1. Interestingly, Dante will also bring up Arachne in his Purgatorio, setting her in Purgatory for her sin of pride - at thinking she was equal to God (or, I suppose, in her case, Goddesses.)  But what both OVID and DANTE would have realized, is that the story of Arachne is the story of an artist standing up to power in their society, and of what that society can do to the uppity artist.  Ovid was exiled from Rome for his writing, particularly Ars Amatoria.  And while Dante’s troubles and his eventual exiles in his life were not a result of his writing the Divine Comedy, he did take the view that he, as an artist and thinker, was being sometimes punished and censored for his pride.  So both Ovid and Dante, in writing about the “punishment of Arachne” are actually, subtly, on her side.
      5. Anansi
        1. In West African mythology, Anansi the Spider plays the role of the trickster God, and he will be imported to the Caribbean via the African Slave Trade and then make his way into the American South in the guise of Br’er Rabbit.  But he he plays the role of the trickster, the weaker animal who always seems to get out of whatever predicament he is in due to his cunning and wiles.
        2. The name “Ananse” just means “Spider.”  And while he is not usually portrayed as the most moral or ethical of the Gods, he is always portrayed as the protagonist.  At least, he is the one we are supposed to root for in the story.  And this, although it comes from Ghana and from West Africa, became more important, not less, when imported to the New World.  Stories about characters - the heroes of the story, mind - who were always the least powerful in whatever situation they were in and could only ever prevail by being cunning and by outsmarting their infinitely more powerful adversaries, obviously, were extremely popular among the African slaves.  And stories of Anansi flourished.
      6. Native American Creation stories
        1. Hopi and Navajo “Spider Grandmother” weaved the world into existence
      7. A True Story by Lucian of Samosata
        1. In  the satirical, sci-fi ridiculousness that is “A True Story” by the Roman author Lucian of Samosata, written some time in the 2nd Century AD, Giant Spiders make their first really dangerous entry into stories.
        2. The Characters in “A True Story” have sailed away from Rome and through the Strait of Gibralter into the Atlantic Ocean where the get lost and have all sorts of weird, Douglas Adams, Hitchhikers Guide to the Galaxy-esqe adventure.  They find seas of milk and islands of cheese, they deliver a letter from Odysseus to Calypso telling her that he regrets going home and can he please come back, and they end up on the Moon, and engaged in a Battle between the Moon and the Sun over who gets control of Venus.  And this battle has all sorts of nonsense in it - hippogriffs and fleas as big as elephants, etc., and this battle has giant spiders.  Spiders of Mighty Bigness, the English translation reads, whose job it was to spin webs from the Moon to Venus so that the foot soldiers could cross.
      8. The Black Spider by Gotthelf
        1. 1600 years after Lucian of Samosata’s True Story, Jeremias Gotthelf wrote The Black Spider, a Faustian tale of a village condemned to move a forest from the mountain to an overbearing lord’s estate.  And the villagers, of course, find this task nearly impossible until the Devil comes and offers to make the task easy in  exchange for one unbaptised baby.  And a woman named Christine thinks she can outsmart the devil by baptizing every baby as soon as it is born, so she makes the deal with the devil, and the devil kisses her on the cheek as a way of sealing the bargain.

The task becomes easy and the village moves the forest no problem.  And when the next baby is born in the village, Christine baptises it immediately.  But as she does so, the kiss on her cheek begins to burn and it turns into a black mark in the shape of a spider.  And when the next baby is born and also immediately baptized, a swam of poisonous spiders emerge from the black spider mark on Christine’s cheek, and they wreak havoc on the village, killing livestock and all that.  Christine decides that the devil will have to get his due, and when a third child is born, she tries to steal it to take it to the devil, but the village priest throws holy water on her, at which point Christine turns into a giant black poisonous spider herself, and kills the priest and now she begins terrorizing the village.  And finally a mother of one of Christine’s victims is able to fight back and, at the cost of her own life, drive demon-spider Christine into a hole in the ground and seal the hole with a large wooden pillar that turns black with the poison and evil, but now the black spider is contained.

And every now and then some wicked person in the village will release the black spider and it will go on a killing rampage until someone good sacrifices themself to drive the spider back into the hole.  Because something-something the devil is always lurking morality tale.

  1. Lord Dunsany - who we mentioned back in episode 3 as someone who wrote stories about really first-rate detectives, the kind that Bilbo wanted to be in the troll episode - included man-sized spiders in some of his stories.  Including the one we quoted from in Episode 3, “The Distressing Tale of Thangobrind the Jeweller.”  And a lot of scholars will actually point to authors like Lord Dunsany pulling from Jeremias Gotthelf’s Black Spider as inspiration, H.P Lovercraft, and others as well.  Gotthelf, apparently, inspired a generation.
  2. Tolkien
    1. Roverandom
      1. When Rover visits the moon, he finds that there are 57 types of spider on the light side of the moon, but on the dark side of the moon are the poisonous black spiders.
        1. Kind of straight out of Lucian’s A True Story
    2. Ungoliant
      1. A sometimes ally of Morgoth, but often not.  Not a creature consumed with domination but rather with destruction - total destruction.  The unmaking of the world.  Indeed, she tried to do so.
        1. “There, beneath the sheer walls of the mountains and the cold dark sea, the shadows were deepest and thickest in the world; and there in Avathar, secret and unknown, Ungoliant had made her abode.  The Eldar knew not whence she came…  She hungered for light and hated it.  In a ravine she lived, and took shape as a spider of monstrous form, weaving her black webs in a cleft of the mountains.  There she sucked up all light that she could find, and spun it forth again in dark nets of strangling gloom, until no light more could come to her abode; and she was famished…  A cloak of darkness she wove about them when Melkor and Ungoliant set forth; an Unlight, in which things seemed to be no more, and which eyes could not pierce for it was void.  Then slowly she wrought her webs; rope by rope from cleft to cleft, from jutting rock to pinnacle of stone, ever climbing upwards, crawling and clinging, until at last she reached the very summit of Hyarmentir, the highest mountain in that region of the world.”
        2. finish the story
      2. When the wargs and goblins come to the Battle of Five Armies, the spiders do not, because that battle is for control.  And the spiders just want catastrophe.
      3. Ungoliant hated light.  She sucked the light out of the two trees in Valinor, plunging the world into darkness.  And then, when the sun and moon were made, Tolkien conceived of - but never actually wrote - a myth wherein Ungoliant actually trapped the sun itself as it passed beneath the Earth, and the sun was unable to rise the next day.
    3. Beren and the Spiders of Taur-na-Fuin
      1. there mighty spiders wove their webs,

old creatures foul with birdlike nebs

that span their traps in dizzy air,

and filled it with clinging black despair,

and there they lived, and the sucked bones

lay white beneath on the dark stones

And Beren?  Ever new

horizons stretched before his view,

as each blue ridge with bleeding feet

was climbed, and down he went to meet

battle with creatures old and strong

and monsters in the dark, and long,

long watches in the haunted night

while evil shapes with baleful light

in clustered eyes did graw and snuff

beneath his tree.

  1. Earendel goes off and fights the giant spiders - including Ungoliant herself - in unpublished versions of his story.  The song that is eventually given to Bilbo in the Many Meetings chapter of Fellowship of the Ring, the one about “Earendil was a Mariner…” includes an unpublished stanza that reads:
    1. unto Evernight [Eruman] he came,

and like a flaming star he fell:

his javelins of diamond

as fire into the darkness fell.

Ungoliant abiding there

in Spider-lair her thread entwined;

for endless years a gloom she spun

the Sun and Moon in web to wind.

She caught him in her stranglehold

entangled all in ebon thread,

and seven times with sting she smote

his ringéd coat with venom dread.

His sword was like a flashing light

as flashing bright he smote with it;

he shore away her poisoned neb,

her noisome webs he broke with it.

Then shining as a risen star

from prison bars he sped away,

and borne upon a blowing wind

on flowing wings he fled away.

  1. Shelob
    1. The name Shelob is really just an etymological name.  The term Lob is an Old English word for spider, and she just means… female.  So, for Tolkien, Shelob just literally means, female spider.  He wrote to his adult son Christopher in 1944 about the name, saying that he had come up with it as an exercise in philology, but that he liked it so much that he was going to use it, and did Christopher like it too?
    2. Again, Sauron is happy to let her live on the borders of his land.  He even sends her prisoners for food every now and again, and doesn’t really care if she eats some of his orcs.  But she does not care about him.  She does not work for him.  She isn’t trying to steal the ring for him.  She just wants death.
    3. In a letter to W.H. Auden, Tolkien confessed that it had been told to him that he only invented Shelob because of his own childhood trauma, but he denied the accusation saying:
      1. “I knew that the way was guarded by a Spider. And if that has anything to do with my being stung by a tarantula when a small child, people are welcome to the notion (supposing the improbable, that any one is interested). I can only say that I remember nothing about it, should not know it if I had not been told; and I do not dislike spiders particularly, and have no urge to kill them. I usually rescue those whom I find in the bath!”
  2. Ungoliant > Shelob > The Hobbit
    1. All stories are the same story, just to varying degrees → Fractals




  1. At First, Mirkwood is a desert.  I mean, it isn’t, it’s a forest, but it is a barren wasteland of a forest.  There is no food, there is no water, there is no light.  There are no people or elves or animals (that they can see).  The dangers of the forest in the first ⅔ of their trip through it are dangers of privation.  In chapters 2 and 4 and 5 and 6 and even 7, the dangers are physical dangers.  Eaten by trolls or stabbed by goblins or burned by fire.  The danger comes from the outside and tries to stab in.  But here the dangers are not without but within - hunger, thirst, and, if it matters, fear and despair.  The dangers here are internal; dangers of privation, of starvation. Dangers of want, of going without.   Mirkwood, at first, is a barren place.
    1. And this is WEIRD for a forest.  This is the darkness, this is the Faerie at work.  Forests are supposed to be, by nature, places of plenty.  There are lots of dangers in the wood, but starving shouldn’t be one of them.  Forests are full of nuts and berries, they are overgrowths of life.  Robin Hood and his Merry Men live in Sherwood forest because the forest provides them with everything they need to survive.  Mirkwood does not.  That they are in a barren forest adds to the otherworldiness - the alien nature of the place.
  2. It isn’t until they leave the path halfway through the chapter - and almost all the way through the forest - that the forest changes from a forest-shaped desert into an a place with actual forest-like qualities - the Dark Wood we talked about earlier, wherein Bilbo meets the spiders and the Enchanted Forest we talked about earlier, the faerie of the elves.
  3. And we come across elements of the Enchanted Forest first.
    1. Our first glimpse of the Enchanted Forest manifesting in Mirkwood is the Enchanted Stream and then the enchanted glades of elves. Places out of time
    2. Tolkien - from On Fairy Stories
      1. The definition of a fairy-story—what it is, or what it should be—does not, then, depend on any definition or historical account of elf or fairy, but upon the nature of Faërie: the Perilous Realm itself, and the air that blows in that country. I will not attempt to define that, nor to describe it directly. It cannot be done. Faërie cannot be caught in a net of words; for it is one of its qualities to be indescribable, though not imperceptible.
    3. The Enchanted Stream incident
      1. Recount the incident
        1. River Lethe in Hades that brings oblivion
      2. Bilbo proves his usefulness with his eyesight
      3. The Dwarves prove their ineptitude, wasting their arrows
      4. The black Stag and the white Hind, the dimly blowing horns and the sounds of baying from the north that they can hear but not see - all elements of enchantment.
        1. The Hunt
          1. “Out of the gloom came suddenly the shape of a flying deer.  It charged into the dwarves and bowled them over, then gathered itself for a leap.  High it sprang and cleared the water with a mighty jump.  But it did not reach the other side in safety.  Thorin was the only one who had kept his feet and wits.  As soon as they had landed he had bent his bow and fitted an arrow in case any hidden guardian of the boat appeared.  Now he sent a swift and sure shot into the leaping beast.”
          2. “they became aware of the dim blowing of horns in the wood and the sound as of dogs baying far off.  Then they all fell silent; and as they sat it seemed they could hear the noise of a great hunt going by to the north of the path, though they saw no sign of it.”

      5. But, of course, the biggest is the magic drowsiness of the water.


  1. A few days later, they come to parts of the forest that are noticeably greener than the blackness of the first third of the forest.
  2. “At times they heard disquieting laughter.  Sometimes there was singing in the distance too.  The laughter was the laughter of fair voices not of goblins, and the singing was beautiful, but it sounded eerie and strange and they were not comforted.”
  3. When it begins raining, Bombour “wakes up suddenly and sat up scratching his head.”
  4. The spell on Bombour begins and ends with water.  It begins with his baptism into the enchanted waters of Faerie and ends with his baptism by the pure water of the real world.
  5. In Bombour’s dream, “a woodland king was there with a crown of leaves”
    1. This is our next prophetic dream
      1. Bilbo in the Goblin caves and (sort of) in Beorn’s house.
    2. Bilbo will have the exact same prophetic dream when he steps into the faerie ring and passes out: “I was having such a lovely dream” he grumbled, “all about having a most gorgeous dinner.”
    3. And less than a page letter, this one comes true.  When they all reach the third and most fabulous of the woodland feasts, Tolkien does say that “at the head of a long line of feasters sat a woodland king with a crown of leaves upon his golden hair.”
  6. And finally they leave the path.  Their food has run out, their water has run out.  And Bombour won’t shut up about his dreams.
    1. According to Vladimir Propp in The Morphology of the Folk-Tale, the plot of fairy tales often begins with the departure of an older person (mostly a parent figure), who utters an interdiction before s/he departs, which is then violated, with trouble that has to be solved by the protagonist as a result.
  7. “The feasting people were Wood-elves, of course. These are not wicked folk.  If they have a fault it is distrust of strangers.  Though their magic was strong, even in those days they were wary.  They differed from the High Elves of the West, and were more dangerous and less wise.  For most of them (together with their scattered relations in the hills and mountains) were descended from the ancient tribes that never went to Faerie in the West.  There the Light-elves and the Deep-elves and the Sea-elves went and lived for ages, and grew fairer and wiser and more learned, and invented their magic and their cunning craft in the making of beautiful and marvellous things, before some came back into the Wide World.  In the Wide World the Wood-elves lingered in the twilight of our Sun and Moon, but loved best the stars; and they wandered in the great forests that grew tall in lands that are now lost.  The dwelt most often by the edges of the woods, from which they could escape at times to hunt, or to ride and run over the open lands by moonlight or starlight; and after the coming of Men they took ever more and more to the gloaming and the dusk.  still elves they were and remain, and that is Good People.”
  8. And here again we get to see the emerging usefulness of Bilbo and the increasing uselessness of the Dwarves - an inverse from earlier chapters.
    1. Back in chapter 2, Bilbo was asked to spy on the fire that we eventually find out is the trolls’ fire.  And Bilbo has no plan.  He is completely out of his league, can’t cry for help, and is so overburdened by the expectations that are placed on him to be a “real first-class burglar” that he tries to do something way above his paygrade - steal the trolls’ purse - which nearly gets the entire company killed.
    2. Here, Bilbo is asked to step into the elves’ glade and he has a plan - it doesn’t work, to be sure, but not because Bilbo screwed up, but because the dwarves did.  Bilbo had planned to slip on his ring and sneak around the elves’ feast unobserved and unhindered.  And we have no reason to think this wouldn’t have worked.  Next chapter he is going to sneak into and out of the entier Wood Elf realm unobserved - spoiler alert.
    3. But before he can do so here, he is shoved from behind by the dwarves and his plan is foiled.  Bilbo is becoming increasingly good at this adventure thing, and it seems like the dwarves have plateaued at best, and are sliding into uselessness at worst.
  9. They try to sneak into the elves’ fire three times - a good fairy tale number.  And each time with more dire results.  And at the end of the third attempt, our forest switches again.
    1. First it was a barren desert
    2. Second it was the enchanted forest of Fairie
    3. Now it becomes the Dark Wood.


  1. And by the way, before we move into the final third of this chapter, we should notice that color has played an important role in dictating the evolution of Mirkwood 
    1. Let’s look at a few quotes.  First, the barren blackness:
      1. “Tunnel made by two great trees that leaned together, too old and strangled with ivy and hung with lichen to bear more than a few blackened leaves.”
      2. “There were black squirrels in the wood.”
      3. “When it was Bilbo’s turn [to watch] he would see gleams in the darkness round them, and sometimes pairs of yellow or red or green eyes would stare at him from a little distance, and then slowly fade and disappear and slowly shine out again in another place.”
      4. [bats] black as a top-hat
      5. The stream is “black, or looked that way in the gloom”
        1. The color is beginning to change - now the blackness only looks black.
    2. In the faerie section, things are described as lighter:
      1. “Suddenly on the path ahead appeared some white deer, a hind and fawns as snowy white as the hart had been dark.”
        1. The hind actually had not been described as dark until this point
      2. “About four days from the enchanted stream they came to a part where most of the trees were beeches [trees with a more silvery, papery bark].  The were at first inclined to be cheered by the change, for here there was no undergrowth and the shadow was not so deep.  There was a greenish light about them, and in places they could see some distance to either side of the path.
      3. Bilbo’s view of the canopy is “all around him a sea of dark green, ruffled here and there by the breeze; and there were everywhere hundreds of butterflies.  I expect they were a kind of ‘purple emperor’, a butterfly that loves the tops of oak-woods, but these were not purple at all, they were a dark dark velvety black…”
        1. And there are a couple of things to note here.  One, Tolkien hit the nail on the head with the reference to Purple Emperors being a type of butterfly attracted to the canopies of oak groves.  And second, Tolkien’s perhaps implication that the butterflies were purple emperors that somehow evolved along with the forest or “were evolved” by the darkening influence of whatever evil would eventually become Sauron is scientifically suspect TODAY, but was actually an in vogue theory back in the beginning of the 20th century.  Two biologists - J. W. Tutt and Bernard Kenttlewell - did experiments (independent of one another) on moths that seemed to demonstrate that in a darkening climate, naturally light colored moths will die out in favor of naturally dark colored moths.  This was seen, at the time, as a textbook case of natural selection and proof that Darwin was right.   And while these studies are not treated as gospel by the scientific community today, when Tolkien was writing, this was all the rage.

Third, Tolkien’s connotative description of the butterflies is significant.  Although he does describe them as dark dark black, he inserts the adjective “velvety” into their color.  The rest of the blackness in Mirkwood is sinister, but these butterflies, as dark as they are, are not.

  1. [The elves] gleaming hair was twined with flowers; green and white gems glinted on their collars and their belts; and their faces and their songs were filled with mirth.”
  2. Finally, we have the colors as they are described in our final segment of the chapter, the Dark Wood
    1. “[Bilbo] noticed a place of dense black shadow ahead of him, black even for that forest, like a patch of midnight that had never been cleared away.”
      1. Shades of Ungoliant and the original night, the darkening of the Two Trees.
        1. There she sucked up all light that she could find, and spun it forth again in dark nets of strangling gloom, until no light more could come to her abode;...  UNLIGHT
      2. And this, by the way, was my favorite line from the book when I was a kid.  I have always thought this was a great simile.  Tolkien was… inconsistent when it came to simile.  Some of his similes are wonderfully creative and illuminating, and some are… not.
        ON SIMILES AND METAPHORS

But the entire point of the figurative language is to illumine the reader.  A good metaphor, a good simile will be just illogical enough to break the reader out of his or her normal mode of thought and force them to consider how one thing is like another, but will still be logical enough that the reader reaches the correct understanding.

Not all of Prof. Tolkien’s similes reach this level.  For example: in The Return of the King, Theoden receives the Red Arrow, Gondor’s message calling for help.  Theoden has known this was coming, but he isn’t happy about going to war.  We know all this already.  Here is Tolkien’s simile for the actual event.  “‘The Red Arrow!’ said Theoden, holding it, as one who receives a summons long expected and yet dreadful when it comes.”  The comparison here is not between two unlike things, this comparison is between a thing and… the thing.  It’s akin to saying, “My dog is like a dog.”  It is a weak simile.  An uninteresting simile.  My understanding of the event is no better because of it.
But this simile in
The Hobbit, “like a patch of midnight that had never been cleared away.”  This is a good simile.  It tells me more.  I understand the darkness Bilbo sees better because of how Tolkien describes it.  And the description is beautiful.  Full confession, I plagiarized this line on probably five different stories I wrote for school for 3rd or 4th or 5th grade.  Sorry elementary school teachers.





  1. After the third fatal attempt to enter the faerie glades of the wood elves, the dwarves and Bilbo are good and thoroughly lost, and Bilbo runs around in vain looking for his friends, finally to give up and lie down and go to sleep when he realizes just how futile this is.

When he wakes up, he is alone.  And like the last time Bilbo was alone in a dark place, he is ripe for personal growth.

  1. Bilbo awakens to a giant spider attempting to wrap him up in webbing and he has to fight it off, first using his hands and eventually using his sword to kill the vile thing.

And when he does, and after he wipes off his blade, Bilbo feels a self-sufficiency that he isn’t used to, a kind of pride.  

We said earlier that Forests are traditionally a place that, owned by no noble, commoners could go and live or die based on their own skill and bravery; that no one was better or worse off in a forest because of rank or class or societal order.  Bilbo, outside of Mirkwood, has been the least of the company, from being an outright joke and embarrassment in the first couple of chapters to being an occasionally helpful burden in the Misty Mountains.  But now, in the forest, he comes into his own.  Nothing he had done before (or hadn’t done before) matters.  More to the point, no one’s opinion of him matters.  He has the skill and the bravery, and so he is triumphant.  And he feels it too.

He isn’t saved by the wizard, and he isn’t saved by the dwarves.  He saves himself.  He is saved by his sword.

“Somehow the killing of the giant spider, all alone by himself in the dark without the help of the wizard or the dwarves or of anyone else, made a great difference to Mr. Baggins. He felt a different person, and much fiercer and bolder in spite of an empty stomach, as he wiped his sword on the grass and put it back into its sheath.

‘I will give you a name,’ he said to it, ‘and I shall call you Sting.’”




  1. Named Swords
    1. Myths and Legends and folklore love the tradition of named swords - and maybe this is a real tradition, I don’t know.
      1. Excalibur
        1. Obviously one of the most famous - if not the most famous - sword of all time is the sword of King Arthur - presented to him, traditionally, by the Lady of the Lake.  The sword was said to be a symbol of Arthur’s right to rule England.  The first time he drew it in battle, it shone so brightly that it blinded all of Arthur’s enemies.
        2. Thomas Mallory, in Morte d’Artur, claims that Excalibur means “cut steel”, but this is actually not true.  That claim comes from a French version of the Arthurian Legend that falsely claims that the name esCALibor - the French name for the sword - is a Hebrew name that translates “cuts iron, steel, and wood.”  But this is also not true.  The name comes from Welch - our favorite language to mispronounce on this podcast.  And apparently the French like to mispronounce it too, because they added the “E S” to the beginning of the name.  In Welch, it was Caledfwich, which is a compound noun meaning “Hard Cleft”.  Geoffery of Monmouth Latinized this name as Caliburnus, the French added the ES, the English translated the ES to EX, and voila!  Excalibur.
        3. There was a story that King Henry II of England, or perhaps his son Richard the Lionheart, found Excalibur when King Arthur and Gwenevere’s graves were “discovered” at Glastonbury Abbey.  The story goes that King Richard gave the sword to Tancred - King of Sicily - on his way to the crusades, both as payment for transportation to the Holy Land, but also as an elaborate scheme to have Tancred use Excalibur to knight Richard’s own son, Arthur (named after the mythical king), who would eventually take over the throne.  Thus, the legitimacy of the Arthurian Legend would be bestowed upon the Plantagenet line of kings.  It didn’t work.  Richard died young, King John took over the throne, and probably had young Arthur killed.  So it goes.  In any case, whether this sword given from Richard to Tancred was actually the mythical sword rediscovered  or not (it wasn’t), Excalibur vanishes from history at this point, and later versions of the Arthurian legend have Excalibur being thrown back into the lake from whence it came, rather than being buried with Arthur.
      2. Hrunting & Naegling
        1. Are two swords used by Beowulf.  Hrunting means “hunting”, and Naegling means “nail.”  Interestingly, neither sword works for Beowulf.  Hrunting is unable to kill Grendle’s mother, as she cannot be hurt by conventional weapons, and Naegling, although it does pierce the dragon that Beowulf is fighting, does not kill the dragon and rather breaks off inside the dragon.
      3. Durendal
        1. The sword used by Roland according to the French Epic, the Song of Roland.  Given to Roland by Charlemagne, who was given the sword by an angel.  The sword is said to contain a tooth of Saint Peter, a hair of Saint Denis, some blood of Saint Basil, and a piece of Mary’s clothing.  Other versions of the legend have Durendal forged by Wayland the Smith, the legendary Norse blacksmith who also constructed Beowulf’s armor.

According to the Song of Roland, Roland used Durendal to hold of 100,000 Saracens so that Charlemagne could retreat to France.  Roland is also supposed to have used a magical horn named Oliphant, for anyone who recognizes that name.  In the end, when Roland was losing, he attempted to destroy Durendal to keep it out of Saracen hands, but in the process the sword actually broke the Pyrenees mountains, not the other way around, and created Roland’s Breach - an actual gap in the mountain passes.  The legend then says that Roland embedded the sword in the mountain pass.  And to this day there is actually a sword embedded in the stone of Rocamadour, France, that legend says is Durendal…  Of course, Rocamadour is no where near the Pyrenees… but why apply logic to legend?

  1. Zulfiqar (Zu Al-Faqar)
    1. The sword of Ali ibm Abi Talib, son-in-law of the prophet Mumammad.  Muslim Legend dating to about 800 AD tells of a battle wherein Ali’s sword was broken, and so Muhammad spoke to Allah to give him a sword, and when a sword appeared in Muhammad’s hands, Muhammad threw it to Ali.  The name of the sword means “Master Splitter” or, perhaps, “Possessor of Differentiation.”  No one is really sure why the sword has this name.  It could just be a reference to the sword being super sharp.  But there are theories that connect the name to the spacing of the stars in Orion’s Belt, or that differentiator could refer to this as a sword of justice, but almost all depictions of this sword throughout history have it being a split blade - either notched at the end or split the entire way down.  And so “Possessor of splitting” would be an apt name for such a weapon.  To this day, Zulfiquar appears of the flags and crests of various states or families throughout the Muslim world.
  2. Kusanagi-no-Tsurugi
    1. According to Japanese legend, some time in the late BC era - more than 2000 years ago - a dragon named Orochi who had 8 head and 8 tails was terrorizing a family.  The Kami (divine spirit) Susanoo came up with a plan to defeat the serpent, involving tempting it was rice and sake and then cutting off each of its heads and tails as it was distracted.  Inside one of the tails, Susanoo found a sword.  Much later, around 100 CE (western reckoning) the sword was given to the son of Emperor Keiko, and when this son - Yamato Takeru - was ambushed by fire arrows in a grass field, he tried to used the sword to cut the grass around him and thus deprive the fire of its fuel.  But Takeru found that the sword gave him the power to control the wind, and so he turned the holocaust back on his attackers and was victorious.  He then named the sword Kusanagi-no-Tsurugi - Grass Cutting Sword.

The first semi-reliable account of the sword comes from the Nihongi, a semi-reliable history of Japan, written seven centuries later.  It describes the sword as one of the three Imperial Regalia of Japan, and mentions that is kept at the Atsuta Shrine.  And according to official Japanese custom, the sword is still there.  But, here’s the kicker, no one is allowed to see it.  It is not on public display.  It is pulled out, at the coronation of every new Emperor of Japan - most recently on May 1, 2019.  But “pulled out” is an extremely loose term.  The newly crowned Emperor was presented with the box in which the sword is kept - as, by divine right, the Emperor of Japan owns the Imperial Regalia - but even he did not have the right to actually look at the sword, and, by custom, he invited the custodians of the sword to keep it in trust for him at the Atsuta Shrine.

  1. Gram
    1. Although Tolkien was obviously aware of Excalibur and Durendal - and possibly of Zulfiquar - It may be Gram (as well as Hrunting) that Tolkien was most familiar with.  Gram was the sword of Sigurd - the Norse hero who would become Siegfried in German folklore.   The sword, according to some versions of the myth, was given to King Sigmund by Odin, as always, in disguise.  The sword broke, however, and it was not until a generation later when Sigund was tasked by the dwarf Regin with killing the dragon Fafnir that the sword was reforged.  And there is a lot of Tolkienian stuff in this myth, but as a lot of it has to do with, you know, dragons and reforging swords, Gram will fit a lot better into future episodes.
  2. And then, of course, we have the named swords in Tolkien’s own mythic world - two in this story already - Orchrist and Glamdring, Goblin Cleaver and Foe Hammer - and then we will get a whole host of them in the Lord of the Rings - Narsil and Anduril, Guthwine, Herugrim and others.
  3. As for REAL swords - swords that we have record of that still exist and have been, over the millenea, named… these are few and far between
    1. Joyeuse - the alleged sword of Charlemagne, displayed at the Louvre
    2. Tizona - the alleged sword of El Cid, displayed at the Museum de Burgos
    3. Japanese Swords tend to be either named after their creators - Murasama swords were particularly popular during the Tokugawa shogunate - or given simple names that translate as “Demon,” “Crescent Moon,” or “Rosary.”
    4. But most named swords are just named after Saints or Kings - the Sword of King Gustav III, or the Sword of Saint Wenceslas, or whatever.
  4. So maybe.  Maybe people named their gear in ancient times the way people name their cars today, or the way we name ships.  And maybe, over they put stock in famous swords, or maybe it was just a way of saying that it was special to you.
  5. Sting
    1. Bilbo’s sword is an incredibly useful blade.  It glows when Goblins and Orcs are near - a trait that is ascribed to all Elvish blades but never actually seems to manifest itself in any Elven swords EXCEPT Sting.  It seems to be perpetually sharp, and even unreasonably sharp.  In the tunnels and caves of Shelob, Frodo and Sam are unable to cut through Shelob’s webs with Sam’s ordinary Barrow sword, but Sting shears right through the cords.  When Bilbo gives Sting to Frodo in Rivendell, Tolkien mentions that Bilbo casually stabs Sting deep into a wooden beam.   So Sting is a good blade.  But it is also a blade that never seems to actually kill anything.

Bilbo kills the Spiders here in Mirkwood, it is true.  He kills this one here, and then after he rescues the dwarves, he is described as killing many more spiders.  But after this chapter, Sting will never kill another living thing in Tolkien’s writing.  Frodo will stab a troll’s foot with Sting in Moria, but the troll doesn’t die.  And Sam will cut Snaga’s hand off with Sting in Cirith Ungol, but Snaga will fall and break his neck, not be killed by a sword stroke.

In a book where named swords kill many - Glamdring kills the Great Goblin, and Orcrist will slay many at the Battle of Five Armies, and Anduril will kill dozens at Helm’s Deep and on the fields of the Pelennor - Sting is a remarkably pacifistic sword.


  1. Bilbo sets of and, again using his super-power of luck, he sets off in the right direction and eventually finds the dwarves - actually, first he finds the spiders and the spiders are all talking about being excited to eat the dwarves.
    1. And this is interesting, because Bilbo understands the spiders - although, Tolkien tells us, he is only able to pick out some of what the spiders are saying.  So, for those keeping track, Spiders and Eagles speak English, Wargs and Wolves do not.
  2. But Bilbo mounts a rescue and saves the dwarves.  He pelts the spiders with stones, which apparently he is very good at.  Tolkien pauses the narrative to tell us that Bilbo was great at darts and quoits and bowling and all kinds of games of aim-and-throw, indeed, Bilbo has a whole array of talents that Tolkien doesn’t have time to tell us about.

And one of those is the rudiments of strategy, because - on the fly - Bilbo comes up with a plan to lure the spiders off into the woods and then sneak back and free the dwarves.  And he does this with a song.

  1. Bilbo’s first attempt at a song

Old fat spider spinning in a tree!

Old fat spider can’t see me!

Attercop! Attercop!

Won’t you stop,

Stop your spinning and look for me?


Old Tomnoddy, all big body,

Old Tomnoddy can’t spy me!

Attercop!  Attercop!

Down you drop!

You’ll never catch me up your tree!


  1. This is not a great poem, and Tolkien concedes as much to us as soon as Bilbo sings it.  Tolkien apologizes - “Not very good perhaps, but then you must remember that he had to make it up himself, on the spur of a very awkward moment.”

But the elves back in Rivendell made up a poem on the spur of a moment, and that song was good.  And the goblins made up a song on the spur of a very strange moment in the forest glade.  But I agree with Tolkien that this poem is not very good.  Bilbo just hasn’t had any practice.  This is his first song.  His whole life has been prose, not poetry.  He has been predictable and staid, he has been boring for fifty years.  And now that he is branching out into the creative magic of verse, he spins his wheels at first.

  1. Attercop
  2. Old Tomnoddy
  3. The spiders follow Bilbo just as he plans, and Bilbo sneaks back and rescues the dwarves, just as he plans.  And after all the dwarves are out of the trees - all twelve of them - the spiders return and a pitched battle takes place.  Bilbo and his elvish dagger, aided by a dozen woozy dwarves, some of whom could barely stand, against a hundred giant spiders.

And the dwarves are losing.  Losing to the point that Bilbo finally decides that, to save them all, he has to let the dwarves in on the secret of his magic ring.  He disappears and for what seems like forever, Bilbo harries the spiders from the sides and back while the dwarves run - stumble - towards freedom.

And they make it.  At one point, the spiders just seem to give up.  Here is how Tolkien describes it:

  1. “But at last, just when Bilbo felt that he could not lift his hand for a single stroke more, the spiders suddenly gave up, and followed them no more, but went back disappointed to their dark colony.  The dwarves then noticed that they had come to the edge of a ring where elf-fires had been.”
    1. The spider webs, early in the forest, hadn’t crossed the elf-path
    2. The good magic of the elves, trace magic, maybe, is still enough to keep the spiders away.  This is the intersection of the two halves of the wood: The Dark Wood, and Faerie.  And although Mirkwood is both, it is never both at the same time.  And the elves have no mercy on the spiders, and the spiders (children of Ungoliant) hate the elves.  And ever the two haves of Mirkwood vie with one another to create the entire forest in their own image.
    3. And the Necromancer, at the southern edge of the forest… what an X factor he will turn out to be.
    4. But regardless of who wins and gains control over Mirkwood - the spiders of uncreation, the Necromancer of domination, or the elves of Faerie - this will still never be a place for humans.
  2. The Missing Theseus Element of the Chapter

  3. Bilbo’s meteoric rise in the dwarves’ opinion contrasts starkly with Thorin.  Thorin, who had been the leader of everything here-to-fore, takes a sharp step back in this chapter.  He is briefly helpful with the boats, this is true… but his handling of the entire forest is not great.  And when he vanishes, it takes pages and pages before anyone realizes he is gone.  Why?  Because Bilbo has begun to replace him.  A group only has need of one leader, and when Bilbo becomes the new defacto leader, Thorin is quickly forgotten.  This is heightened even further in the contrast between Bilbo and Thorin at the end of the chapter.  Bilbo, even confessing what he believes to be a fairly limiting secret - that he is only invisible because he is lucky enough to have a ring, Bilbo can do no wrong in the dwarves’ eyes.  And when we see Thorin with the elven king - because, of course, that is where Thorin is - he looks much smaller by comparison.  But more on that next time.