There came a time when the people of Lolth were encamped on an island amidst a dark and frigid subterranean lake. It was the best campsite they’d so far found in their wanderings – spacious, secure, and bountiful in food. There were lake-fish, and ample mushrooms which grew on the shores. And there was a great colony of giant spiders in a cavern nearby, which the people of Lolth had begun eating long ago in desperation, and now considered a rare treat, a delicacy.

But they soon discovered the folly of preying on this particular spider-colony. For its brood-mother was no ordinary spider. No lore-master knows where the creature came from or what she was. Perhaps she was a demon in spider-form, or some ancient and forgotten god reduced to skulking in the deep places of the world. But the nearby colony of Elves preying on her children enraged her, and she led a host of monstrous spiders against them in a raid. Lolth herself led the defense, and her magic, turned now to powers of destruction and pain, proved deadly to the minions of the Spider-Queen. But the beast herself came against Lolth, and Lolth’s magic could not harm her, and the Spider Queen stung Lolth with sleeping poison and dragged her back to her lair, where she devoured the young Elf, body and soul.

Some say that when the Spider-Queen devoured such a passionate and powerful spirit, she awakened to intelligence for the first time in her wretched existence – she knew something beyond the simple lust for flesh to devour. It is said that the spirit of Lolth fused with the spirit of the Spider-Queen, and the two became a new being, more powerful than both, but deeply evil, bitter, and lustful. This new incarnation of Lolth returned to the other Elves, in Elven form, and resumed her place as their de-facto Queen; and she began to seduce the males among her followers, and mate with them, and she had a habit of devouring her mates after she had taken their seed from them, in the way of spiders. And she gave birth to four, five, even six young at a time, and in the beginning they were like her – able to take elven or spider form – and they, too, bred with the unsuspecting Elves. By the time the remaining Elves realized the horrible truth, they were outnumbered five-to-one by abhorrent creatures of darkness in the caverns around them, and these plunged down on them and captured every one. Some were devoured by the voracious horde, but most were subjected to a hellish existence of forced mating, until their lives were spent and their flesh consumed. And Lolth became the living mother-goddess of a new people, already numerous and strong in the heart of the Underdark.