Being chased away and unseen by the Valar, Melkor reached the dark region of Avathar, which laid beneath the eastern feet of the Pelóri. There, secret and unknown, Ungoliant had made her abode. In the beginning she had been one of Melkor's servants but later she disowned her master because she desired to be mistress of her own lust.

"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."

Now Melkor came there and he took the shape of a Dark Lord and remained in that shape ever after. And there Melkor and Ungoliant plotted his revenge. Ungoliant wove about them a cloak of darkness and togehter they climbed the Hyarmentir, the highest mountain in that region of the world. From the top of that mountain they watched the guarded land of the Valar.

It came to pass that it was the time of a festival in Valinor. All the Elves were bidden to come to the halls of Manwë.

"There came the Vanyar, and there came the Noldor of Tirion, and the Maiar were gathered together, and the Valar were arrayed in their beauty and majesty; and they sang before Manwë and Varda in their lofty halls, or danced upon the green slopes of the Mountain that looked west towards the Trees. In that day the streets of Valmar were empty and the stairs of Tirion were silent; and all the land lay sleeping in peace."

Only the Teleri didn't come to the festival and also from the Noldor of Formenos only Fëanor came while Finwë refused to do so. But at least Fëanor talked to Finwë before the throne of Manwë and they both decided to forget their arguement. But in that very hour Melkor and Ungoliant reached Valinor and they came before the green mount Ezellohar.

"Then the Unlight of Ungoliant rose up even to the roots of the Trees, and Melkor sprang upon the mound; and with his black spear he smote each Tree to its core, wounded them deep, and their sap poured forth as it were their blood, and was spilled upon the ground. But Ungoliant sucked it up, and going from Tree to Tree she set her black beak to their wounds, till they were drained; and the poison of Death that was in her went into their tissues and withered them, root, branch, and leaf; and they died. So the great darkness fell upon Valinor."