Shelob, the Hungering

Deathtouch, Reach
Whenever Shelob destroys a creature in combat
and sends it to the graveyard, put 3 cocoon
counters on that creature.
When Shelob attacks, remove a cocoon counter
from target creature in an opponents graveyard,
when the last counter has been removed, exile
that creature and create X 1/1 Spiderling creature
tokens, where X is that creatures toughness.