(4:01) Gollum lead Frodo into Shelob's Lair where he is stung by the spider. Sam is able to wound Shelob, however, and drive her off.

0:00

–

Low notes play a creepy underscore that is reminiscent of Gollum's Menace. Higher pitched strings sneak in and out. Gollum and Frodo have arrived at the entrance into the mountain. Frodo reacts to the smell and asks Gollum "What is this place?" Gollum doesn't answer but tells Frodo he must go inside. Frodo is very hesitant.

(Gollum is insistent. It's go in or go back. This is not on the CD. Frodo can't go back so he...)

0:21

–

...goes in. The brass and strings combine to form a melody of sorts for a moment.

0:30

–

Frodo walks down the tunnel asking about the smell. (The walk down the tunnel and the music accompanying it are longer than on the CD.) Frodo calls for Sméagol who seems to have wandered off. The orchestra engages in more creepy, expectant, something's-going-to-jump-out-a-any-moment-music that increases in pitch, volume and urgency till...

0:46

–

Frodo stumbles into the wall and his hand finds the sticky web.

0:49

–

Silence for a moment. "It's sticky! What is it!"

0:50

Then more low brass Gollum's Menace-like creepiness. "You'll see." sing songs Gollum. Frodo stumbles on.

Frodo calls repeatedly for Sméagol. He's beginning to regret sending Sam away. This is not on the CD. He steps on...

1:03

–

... a skeleton and sees a dead bird hanging from a web. The strings begin a frantic sawing that becomes quite frantic as Frodo hears a growl.

(The frantic sawing continues in the movie but not on the CD as Frodo begins running wildly through the tunnels.)

1:12

–

We cut to a weeping Sam descending down the stairs alone. The orchestra inhabits a calmer moment and plays a light and quick version of Sauron's Theme... but calm is all relative here. (Sam stumbles on his way down and finds the lembas. This is not on CD)

1:20

–

The sawing strings resume their craziness as Sam realizes that Gollum has tricked Frodo into sending him away. He looks up the stairs.

1:27

–

We cut back to Frodo who is frantically running through the tunnel. The frantic sawing becomes very deliberate as Frodo tries to crawl through and away from the webbing which is pulling at him.

1:35

–

The low notes join back in, adding bulk to the threat as he flails around in the sticky mess.

1:42

–

The music 'takes a breath', so to speak, but the low notes maintain it's threatening nature...

(Frodo remembers the phial of Galadriel and takes it out, evoking the name of Eärendil. This is not on the CD.)

1:47

–

...till the high strings come back in with a screeching glissando as Frodo holds up the glowing phial in the darkness.

1:53

–

Now the low notes blat out aggressive threats while the high stings throw out screechy ones. Frodo turns to see 'her'. Shelob advances, held at bay by the light of Eärendil.

(Shelob overcomes her fear of the light and attacks Frodo, chasing him through the tunnel. He slips through a hole into a chamber that she can't fit through. This is not on the CD. He runs some more but....)

2:00

–

becomes completely entangled in a web covering the tunnel passageway.

(Frodo hangs helplessly as Shelob advances on him and Gollum sings to him. Frodo chops at the web. Not on CD.)

2:07

–

Brass take turns advancing aggressively as Frodo chops frantically at the web holding him.

2:13

–

High strings dart out in a twisted take on Hobbits' Antics. Shelob continues her slow advance.

2:19

–

The instruments each take their lunge into the fray like wolves harrying their prey as Gollum realizes he could be in danger from Shelob. He flees down the tunnel while Frodo continues chopping at the web.

2:27

–

Frodo finally breaks free of the web and stumbles toward the light at the end of the tunnel...

(which is just a cavern holding the murderous Gollum. For a moment, Frodo believes that Sméagol is a victim the same as he.... but only for a moment. Gollum attacks Frodo at the mention of destroying the Ring and, in the process, is flung over the edge of an abyss.)

Jump ahead a few scenes. Frodo stumbles out of the tunnel but Shelob is there. He is stung and spun. Sam arrives and challenges Shelob to 'Let him go.')

2:34

–

The musical attacks become more concentrated, more concerted, more organized.

2:48

–

High strings hold a high note along with a few low beats as the music takes a breath.

2:56

–

The music steps up in pitch...

(I can't match any of the music I'm hearing on the CD from 2:34 - 2:56 to any scene in Shelob's lair. I want to match it with the beginning of Sam and Shelob's fight, and I've listened very carefully but I just can't do it. It's possible that the sounds of the fight are masking the underlying music, but I just don't think it's used there.)

3:01

–

The music becomes deliberate in it's aggressiveness. Sam and Shelob are doing some close up fighting till Sam kicks at Shelob and she backs off...

3:15

–

...climbing up on a ridge above Sam, then descending down again upon him.

3:29

–

The music turns triumphant as Sam manages to plunge Sting into her underbelly. The menacing tone of music give way to a heroic one.

3:42

–

The music continues it's resolution down the scale as Sam holds out the Phial of Galadriel, herding Shelob back into one of her tunnels.