How it happens in the movie:
The scene opens with Frodo and Gollum approaching a tunnel in the pass of Cirith Ungol. At the tunnel’s entrance, Sméagol points and says, ‘In there.’ Frodo raising his hand to his face grimaces and asks guardedly, ‘What is this place?’ Sméagol impatiently assures Frodo that he must go in the tunnel. Frodo says that he no longer thinks that he wants to. Sméagol restrains the Gollum aspect of his character and says, ‘It’s the only way. Go in, or go back.’ Frodo concludes that he cannot go back and enters Shelob’s Lair.

A mischievous smile flashes across Sméagol’s face. Frodo asks Gollum about the smell in the tunnel; he replies that it is, ‘Orcses’ filth.’ He tells Frodo casually that Orcs sometimes come here. Sméagol scampers ahead and disappears from Frodo’s sight. Frodo calls for Sméagol. Gollum lures Frodo further by saying, ‘Hurry,’ and ‘This way!’ Frodo haphazardly manoeuvres through the tunnel. It is a dark place shaded in blues, greys and black. The rock is black, rough and pitted. Cobwebs are strewn about blowing eerily in the breeze. The tunnel is much like a labyrinth; there are many openings and tunnels within: some climbing and some descending. In several frames, Frodo is shown from the point of view of a watcher. Frodo soon becomes alarmed. Three times, in desperation, he yells out to Sméagol, but Sméagol does not respond. He stumbles against a wall, breaking the fall with his hands. He is dismayed when he feels something sticky, and wonders aloud what this substance could be. Gollum’s voice taunts him, ‘You’ll see! Oh yes. You will see.’ Frodo realizes that Gollum has betrayed him. In a despondent voice he says, ‘Sam,’ now discerning his error in listening to Gollum rather than to Sam. Frodo trudges on. He nearly steps on a skeleton, and looks around to see creatures hanging upside down enshrouded in webs. He hears a sound. Now terrified, he runs.

The scene now switches to Sam who is completely devastated by Frodo’s decision to go on without him. He is crying, his face stained with tears. While navigating down the narrow stairway, he slips and tumbles to a ledge below hitting his head. When he opens his eyes, he is stunned to see the missing lembas bread strewn about the rocks. Sam’s face fills with indignation as he takes some scraps of the lembas bread in his hand and crushes them. He stares up the long stairway.

The scene switches back to Frodo who is panic stricken and running. He stumbles and finds himself among carcasses of dead things with webbing all about him. Frodo tries desperately to free himself from the sticky, tangled mess of Shelob’s bone yard but soon gives up in despair. Horrified and shaking, and seemingly beyond hope, he remembers the Phial of Galadriel. He hears Galadriel’s words: ‘And you, Frodo Baggins. I give you the light of Eärendil, our most beloved star.’ Frodo pulls out the phial and hears. ‘May it be a light for you in dark places, when all other lights go out.’ Frodo calls out, ‘Aiya Eärendil Elenion Ancalima.’ The phial glows, and the light intensifies.

She is behind him sitting neatly with her legs tucked in front of her. She taps on the tunnel floor. Frodo turns, holds up the light and sees Shelob for the first time – a monstrous spider-like creature. She advances. Frodo backs up and holds up the phial to deter her. The light seems to stun Shelob, but it only briefly hinders her. She advances attacking Frodo. Frodo slices at one of Shelob’s legs. She backs away slightly giving Frodo a chance to flee. He runs turning back from time to time to restrain her attack with the phial. He slides through a narrow tunnel, which gives him precious moments in his attempt to escape. She is too large to squeeze through this particular tunnel. Frodo continues to run; he glances back, turns and runs right into a huge web.

Gollum is delighted. His precious is almost his once again. He mocks Frodo saying, ‘Naughty little fly, why does he cry? Caught in a web, soon you’ll be… eaten.’ Frodo is frantic. He looks back and sees Shelob’s former victims hanging enshrouded in webs behind him. She is coming. He desperately slashes at the sticky strands with his sword, Sting. She comes ever closer. Gollum’s joy turns to shock and horror as he sees Shelob close in on Frodo. He runs away. Frodo finally cuts himself free (leaving Sting caught in the web) and flees through the exit. He falls onto the path below trailing webs behind him.

Immediately Gollum attacks Frodo, and angrily declares, ‘Got away, did it, Precious? Not this time! Not this time.’ A ferocious struggle takes place ending with Frodo choking Gollum. Frodo loosens his grip after Sméagol mournfully defends himself, ‘It wasn’t us! It wasn’t us! Sméagol wouldn’t hurt Master. We promised. You must believe us. It was the precious! The precious made us do it!’ Sméagol’s demeanour is now pitiful and defeated. Frodo regains his composure and tells Sméagol calmly that he must destroy the ring for both their sakes. Frodo turns away. Sméagol’s expression changes quickly and dramatically upon hearing these words. Gollum is enraged; he runs at Frodo fiercely attacking him and screams, ‘No.’ Frodo manages to flip Gollum over the cliff.

Frodo staggers on completely exhausted and filled with despair. He says, ‘I’m so sorry, Sam. I’m so sorry.’ He loses consciousness and falls to the ground. Lifting his head, he sees a lush green forest floor; standing in front of him is Galadriel with bright light all around her. She bends down slowly and though her lips do not move, Frodo hears, ‘This task was appointed to you, Frodo of the Shire. If you do not find a way, no one will.’ Smiling she holds out her hand to him. He takes it and she lifts him up. Frodo finds himself back on the path leading to the Tower of Cirith Ungol with a newfound strength and determination.

How it happens in the book:

The chapter begins with Frodo, Sam, and Gollum making their way through the Pass of Cirith Ungol moving ever onward toward the tunnel of Torech Ungol also known as Shelob’s Lair. A stench in the air increases as the trio moves closer to the tunnel.

Frodo, Sam, and Gollum reach the entrance to Shelob’s Lair. Tolkien describes the smell emanating from it emphatically: ‘Out of it came a stench, not the sickly odour of decay in the meads of Morgul, but a foul reek, as if filth unnameable were piled and hoarded in the dark within.’ [4.IX.] Frodo asks Sméagol if this is the only way; Sméagol replies that it is. Gollum enters the tunnel. Frodo and Sam take a deep breath and follow. The darkness is complete: They walked as it were in a black vapour wrought of veritable darkness itself that, as it was breathed, brought blindness not only to the eyes but to the mind, so that even the memory of colours and of forms and of any light faded out of thought. [4.IX.]

The tunnel is high and wide, the walls smooth, and the sloped floor, for the most part, straight and even. The hobbits find that their senses of touch and hearing have greatly diminished. All sense of time and distance vanish. Groping in the darkness, the hobbits, by a sheer force of will, doggedly propel themselves onward. They move straight ahead not doubting that it is the main way through. Unknown things brush against their heads and hands. The stench intensifies. Still, on and on they trudge. For how long they do not know.

Frodo comes abruptly to a void almost falling into it ‘and out of it came a reek so foul, and a sense of lurking malice so intense, that Frodo reeled.’ At that moment, Sam falls. Frodo realizes that the menace originates from this place. He pulls Sam to his feet, gathers his strength, and forces himself onward with Sam struggling beside him. Once past the opening, the hobbits find it is easier to move ‘as if some hostile will for the moment had released them.’ [4.IX.]

The hobbits come to a fork in the tunnel. They must now decide which path to take. Sam inquires about Gollum’s whereabouts. Frodo calls for Sméagol – to no avail. Sam reasons correctly that Gollum meant to bring the hobbits here. Upon inspection, they find the left opening blocked. Then from behind them comes ‘a sound, startling and horrible in the heavy padded silence: a gurgling, bubbling noise, and a long venomous hiss.’ Frodo and Sam see nothing. They wait.

Sam yells, ‘It’s a trap!’ In the blackness of his despair and anger, he sees a light: Far off, as in a little picture drawn by elven-fingers he saw the Lady Galadriel standing on the grass in Lórien, and gifts were in her hands. And you, Ring-bearer, he heard her say, remote but clear, for you I have prepared this. [4.IX.]

The horror advances. Sam shouts to Frodo reminding him of the Lady’s gift. Frodo, seemingly dazed, slowly holds high the Phial of Galadriel and cries out, ‘Aiya Eärendil Elenion Ancalima!’ [4.IX.] These words are incomprehensible to him. As Frodo’s hope grows the light glows – brighter. It begins as ‘a silver flame’ and grows to a light ‘sparked with white fire.’ Frodo feels himself being scrutinized. With the light of the Star-Glass he now see her eyes: Monstrous and abominable eyes they were, bestial and yet filled with purpose and with hideous delight, gloating over their prey trapped beyond all hope of escape. [4.IX.]

Struck with terror, Frodo and Sam back up. The light from the Phial diminishes as Frodo’s hand falters. The hobbits turn and run. The eyes follow. Frodo, realizing that running is pointless, commands Sam to ‘Stand.’ The eyes advance. Frodo summons his courage and calls on Galadriel. Again, he holds up the Phial. The eyes stop and seem to display a hint of doubt. Frodo without thinking holds up the phial with one hand and draws his sword, Sting, with the other. Then: ‘holding the star aloft and the bright sword advanced, Frodo, hobbit of the Shire, walked steadily down to meet the eyes.’ [4.IX.] The eyes are uncertain and draw back; nothing so bright has terrorized them before. One by one, the eyes go dark as they turn away from the light, hauling a huge bulk behind. She is gone.

Frodo and Sam turn and clamber up the steep tunnel, up and above the stench below. Below the Watcher sits undefeated still ‘bent of death.’ The hobbits feel their strength returning and the cold, thin air of the tunnel’s exit. They reach the outlet and throw themselves at it only to find that they are thrown back. The outlet is blocked ‘with some barrier, but not of stone: soft and a little yielding it seemed, and yet strong and impervious; air filtered through, hut not a glimmer of any light.’ [4.IX.] A massive web blocks the tunnel, from roof to floor and from wall to wall. Even the light from the Phial cannot penetrate it. The web is ‘far greater’ and much denser than that of an ordinary spider and its strands are ‘as thick as rope.’ Sam slashes furiously at the cords; after several attempts, he manages to cut through only one of them. Frodo suggests that they try using his sword, Sting. He tells Sam that Sting is an elven-blade forged in Beleriand long ago. Sam stands guard holding up the star-glass. With Sting, Frodo slices a hole in the web through which the hobbits escape. Frodo is overjoyed at their escape. He realizes that he is almost through the pass of Cirith Ungol and is filled with a sudden hope. The hobbits run. Sam feels uneasy though and looks back at the tunnel expecting to see eyes there. Neither Frodo nor Sam knows that Shelob has many exits from her lair.

Tolkien tells the reader about Shelob’s history: There agelong she had dwelt, an evil thing in spider-form, even such as once of old had lived in the Land of the Elves in the West that is now under the Sea, such as Beren fought in the Mountains of Terror in Doriath, and so came to Lúthien upon the green sward amid the hemlocks in the moonlight long ago. How Shelob came there, flying from ruin, no tale tells, for out of the Dark Years few tales have come. But still she was there, who was there before Sauron, and before the first stone of Barad-dûr; and she served none but herself, drinking the blood of Elves and Men, bloated and grown fat with endless brooding on her feasts, weaving webs of shadow; for all living things were her food, and her vomit darkness. Far and wide her lesser broods, bastards of the miserable mates, her own offspring, that she slew, spread from glen to glen, from the Ephel Dúath to the eastern hills, to Dol Guldur and the fastnesses of Mirkwood. But none could rival her, Shelob the Great, last child of Ungoliant to trouble the unhappy world. [4.IX.]

Gollum had seen Shelob years before and in the last few days had visited her, worshiped her, and promised to bring her food. Little she knew of or cared for towers, or rings, or anything devised by mind or hand, who only desired death for all others, mind and body, and for herself a glut of life, alone, swollen till the mountains could no longer hold her up and the darkness could not contain her. [4.IX.]

Shelob is hungry. Since Sauron’s rise to power, food is scarce. Living things no longer venture past his borders. She regularly snares Orcs but considers them poor food. She craves ‘sweeter meat’ and that is what Gollum has brought her. Gollum’s evil plan now becomes clear. On the road from Emyn Muil to Morgul Vale, Gollum often told himself: It may well be, O yes, it may well be that when She throws away the bones and the empty garments, we shall find it, we shall get it, the Precious, a reward for poor Sméagol who brings nice food. [4.IX.]

Sauron does not own Shelob. Theirs is a relationship that benefits both of them. Shelob provides a perfect defence against intruders for Sauron and this pleases him. And Sauron provides food for Shelob. He has plenty of Orc slaves so he need not worry if she should snare one of them from time to time. On occasion Sauron sends her a ‘treat’ – a prisoner that he no longer needs. He then requests a report about her ‘play’ with the doomed prisoner.

Sam becomes increasing fearful. Frodo is in a ‘fey’ mood and is running obliviously into danger. Sam sees two things that alarm him: Sting, which Frodo is still holding, is shining with a blue flame and the window in the Tower of Cirith Ungol is glowing red. Sam puts the phial in his breast pocket, covers himself with his elven cloak and quickens his pace in order to catch up with Frodo. Then a little ahead and on the left, she comes out of a hole revealing herself: ‘the most loathly shape that he had ever beheld, horrible beyond the horror of an evil dream.’ Shelob resembles a spider but is ‘larger than the great hunting beasts.’ She has many clustered eyes. A stalk-like neck supports her outthrust head; great horns are upon that hideous head. She has a ‘huge swollen body, a vast bloated bag, swaying and sagging between her legs.’ [4.IX.] She ignores Sam intent on her prey. Moving at an incredible speed, she is soon between Sam and Frodo. Frodo is unaware of her and continues to run. Sam frantically yells warnings Frodo but is cut off by a hand abruptly covering his mouth. Thrown off guard he falls backwards.

Sam’s attacker is none other than Gollum. He reminds Sam that he has kept his promise, ‘O yes, Shelob will get him, not Sméagol: he promised; he won’t hurt Master at all.’ He then adds, ‘But he’s got you, you nassty filthy little sneak!’ [4.IX.] Gollum spits on Sam’s neck. Furious and desperate because of Frodo’s impending danger, Sam surprises Gollum with his ferocity and strength. Sam, still carrying his sword, attempts to stab Gollum but Gollum is too quick. With one of his hands, Gollum grabs Sam’s wrist and bends it backwards, which forces Sam to drop his sword. With his other hand, Gollum squeezes Sam’s throat. Sam firmly plants his feet and throws himself backwards landing on top of Gollum; Gollum releases his grip on Sam’s throat. Sam tears himself away from Gollum, who still has a tight grip on Sam’s sword hand, pivots and grabs Faramir’s staff (a gift given to him at their parting), and strikes Gollum just below his left elbow. Gollum squeals. Sam brutally strikes again aiming for Gollum’s head but hits him across the back breaking the staff.

To Gollum, it seems that his plot has failed. He had not expected ‘that horrible light’ in the darkness. Nor had he expected to face such a formidable foe. When Sam reaches down and holds up his sword, Gollum scurries away. Driven only by a desire to kill Gollum, Sam pursues him, but Gollum disappears into Shelob’s tunnel. The black tunnel and the stench emanating from it suddenly remind Sam of Frodo and the monster looming down on him. He turns, bounds down the path, and calls Frodo’s name but is too late. It seems that Gollum’s plan has succeeded after all.

Differences at a glance:
In the movie:
In the Theatrical Release, scene #29. Shelob’s Lair, is presented in ‘The Return of the King’ between scenes, #28. The Siege of Gondor and #30. Grond – The Hammer of the Underworld. In the Special Extended Edition DVD Edition, scene #38. Shelob’s Lair is presented between scenes, #37. The Corsairs of Umbar and #39. Merry’s Simple Courage.

Frodo and Gollum enter the tunnel without Sam.
For the viewer’s benefit, the tunnel is dark but not pitch black.
Gollum taunts Frodo.
Shelob’s webs are much like the webs of regular spiders but much larger.
Frodo sees the remains of Shelob’s victims.
Sam falls down the stairs of Cirith Ungol and finds the discarded lembas bread.
The light from the Phial of Galadriel briefly stuns Shelob (albeit more than once).
Frodo is caught in Shelob’s sticky web.
Gollum recites a poem.
Sting is abandoned in the web.
Frodo fights a life and death struggle with Gollum.
Frodo throws Gollum over a cliff.
Frodo is completely exhausted upon escaping Shelob’s Lair.
Frodo feels remorse for having treated Sam badly.
Frodo loses consciousness, sees Galadriel, and is lifted up by her.
Frodo moves quickly towards the tower with awareness.

In the book:
Chapter 9, Shelob’s Lair, is found in Book 4 of ‘The Two Towers’, between Chapter 8, The Stairs of Cirith Ungol and Chapter 10, The Choices of Master Samwise.
Frodo, Sam and Gollum enter the tunnel.
The tunnel is pitch black. It is impossible to see until Frodo uses the phial.
The hobbits’ senses of touch and hearing are significantly impaired as well.
Gollum simply disappears and does not taunt Frodo.
Shelob’s prey is alluded to but not seen.
A vision of Galadriel carrying gifts in her hands comes to Sam’s mind; he hears the words that she says to Frodo as she presents him with the phial.
After a brief chase, Frodo and Sam stop. Frodo walks bravely towards Shelob, phial and sword in hand, forcing her to retreat.
Shelob bides her time after being cowed by The Phial of Galadriel.
Shelb’s web at the opening was orderly and each thread as thick as rope.
There is no indication in the book that the web was sticky.
Frodo cuts his way through the web at the exit but is not suspended in one.
Frodo is still carrying Sting while he runs obliviously towards the tower.
Shelob comes out of her lair between Frodo and Sam on the path to the tower.
It is Sam who has a furious fight with Gollum.
Gollum runs into the tunnel; he is not thrown down a cliff.
Sam does not descend the stairs of Cirith Ungol in tears finding the lembas bread.

From the creators of the film:
Peter Jackson says the decision to include Shelob’s Lair in ‘Return of the King’ rather than in ‘The Two Towers’ was an easy one. For one thing, there was already so much happening in ‘The Two Towers’, and chronologically its inclusion in ‘The Return of the King’ made sense. Furthermore, if Shelob’s Lair had been included in ‘The Two Towers’, the roles of Frodo and Sam would be too greatly reduced in ‘The Return of the King’.

The film version of Shelob’s Lair is significantly different from its book version. Writer Philippa Boyens speaks about these deviations and discusses the reasoning behind these changes in The Appendices Part 5: The War of the Ring – From Book to Script: Forging the Final Chapter, Return of the King, Special Extended DVD Edition: We felt that we had a character who was actually trying to separate… and disrupt the goal of our other two characters, that being ­­–- Gollum. And he was never going to get a payoff. He never really succeeds. So we knew that we wanted a scene where he successfully separated the two of them.
Scene #27. The Parting of Sam and Frodo, which Philippa Boyens is referring to sets the stage for the film version of Shelob’s Lair and explains much about its deviation from the book version. Philippa Boyens goes on to add: More importantly than that we wanted Frodo to enter Shelob’s tunnel alone. It’s all about the tension in the film and it is more tense, the fact that Frodo goes in there alone. I think it’s good that Frodo’s not always right. He’s not the angelic character that he – he does not have complete faith in Sam.

Frodo had treated Sam horribly. Peter Jackson felt that it was important for Frodo to redeem himself and regain sympathy from the audience. He also did not want it to seem like Sam was coming to Frodo’s immediate rescue; hence, the long fall down the stairway.
Galadriel is included in this scene as she connects the audience with ‘The Fellowship of the Ring’ and reminds the audience that Galadriel has entrusted the destruction of the ring to Frodo.

Jackson also wanted to show Sméagol briefly contemplating life without the ring and then finding that intolerable. He also wanted to show the moment when Gollum comes to the full realization that Frodo intends to destroy the ring.

Other interesting comments:
– Peter Jackson suffers from arachnophobia and hates cobwebs.
– Peter says that Gollum at the entrance to Shelob’s tunnel is as good as Gollum ever got, and is one of the last scenes shot.
– Co-Producer & Editor, Jamie Selkirk says, ‘I always felt that we could have been more edgy with the scene… a bit more scary.’
– Christian Rivers, a Vision Effects Concept Designer says that Shelob’s tunnel in the movie is based on John Howe paintings.
– The materials used to make the glue was extremely flammable. The crew spent a great deal of time putting out fires and used up many fire extinguishers.

My overall view of the film version of Shelob’s Lair…
Although, I enjoy the scene, Shelob’s Lair, in the movie, I do not think it instils the same level of fear, as does the chapter in the book. The pitch blackness and the sensory deprivation experienced by Frodo and Sam are palpable in the book. One’s own fears of darkness, of spiders, and of death are greatly enhanced in the book through the use of one’s own imagination. These elements do not coincide well with filmmaking.

I particularly like the addition of Gollum’s poem in the film.

The Lord of the Rings, Edition – Published by HarperCollinsPublishers, 1991
The Return of the King, Special Extended Version
The Return of the King, Theatrical Release