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Meanwhile, Gollum leads Frodo towards Shelob's lair in the catacombs near Cirith Ungol. Gollum says that Frodo must enter the tunnel, and that there is no other way, either he goes in, or goes back. Frodo says that he can't go back. Then, Frodo cautiously enters the caves, which are filled with sticky webs and the remains of dead Orcs and other creatures. In the darkness, Frodo is abandoned by Gollum and left stranded in the dark, gloomy caves. Meanwhile, Sam is climbing back down the passes, saddened, and suddenly slips, falling to a ledge near the bottom of the steps.
There, he finds the Elven bread which Gollum cast down into the ravine. Now angered by the way Gollum fooled Frodo into thinking that he wants to steal the Ring, Sam realizes that he must go and find Frodo. In the caves, Frodo is in a panic. After running nervously through the caves, Frodo suddenly encounters the great spider - Shelob. Frodo luckily manages to keep Shelob at bay with the vial of Elendil given to him by Galadriel. He flees from her down the tunnels.

Suddenly, Frodo is caught in one of her webs, and realizes that since Gollum won't save him, it is a deliberate trap. In his anger, Frodo cuts himself lose of the web as Shelob draws closer to him and he flees the cave. Frodo is then attacked by Gollum, but he angrily pushes Gollum away and prepares to strangle him, when Gollum says that the Ring is the reason why he tried to kill him. Frodo says that he must destroy it for both their sakes.

At that moment, Sam arrives, holding the Light of Earendil at Shelob, telling her to back away from Frodo. He retrieves Frodo's sword, Sting, and fights Shelob with great courage as the huge spider attacks him with her claws and fangs. Eventually, after a brief fight, Sam severely wounds Shelob, leaving her partially blind and bleeding. She crawls away from Sam and back into her cave.
Sam quickly rushes to Frodo's side, only to find him still and lifeless, believing his friend to be dead. Sam cries, thinking that the Quest is now over, and he holds Frodo’s seemingly lifeless body in his arms. While Sam mourns over Frodo's apparent death, Sting glows blue, which means a small company of Orcs are approaching.

Hiding nearby, Sam overhears one of them, Gorbag, who says that Frodo is still alive. Sam overhears the Orcs saying that Shelob only stings her victims to knock them out, as she prefers live prey, and Sam realizes that he has made a big mistake. The Orcs take Frodo to the Tower of Cirith Ungol, imprisoning him in the highest room. Sam must rescue him.

Down on the field, the Rohirrim inflict heavy damage on the Orcs. After vicious fighting, the Orcs turn to flee and Éomer commands the Rohhirim to drive the Orcs towards the river. As victory comes and the Orcs flee, Théoden states in glee that the city is safe, but, he is wrong, as to the east, a much greater threat has arrived. The Rohirrim are horrified when they see a large row of Oliphaunts – Mûmakil - marching towards them.