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Kiss of the Spider Queen
A Therran Scenario for a Group of PCs of EPL 21-22

 

Summary:

The PCs accept N'araktheel's bargain and enter the Demonweb Pits in order to slay Lolth.

Assumptions:

The PCs are the Heroes of the Gem and/or in the employ of House Riverine.

Location:

Far Coast, Dwillingir

Historical Date:

N.S. 32, Summer or Fall

DM's Introduction:

This is the final scenario of the Riverine campaign. As such, is meant to be quite difficult. After all, killing Lolth should be no easy thing! The events of this scenario follow directly on the heels of the scenario entitled "Old Friends and Older Enemies". Having learned the secret of House Mercur, that it was infiltrated by the exiled drow House Vrielsevri, the Riverine PCs contacted some of the Heroes of the Gem and together the group penetrated the underdark and began to assault the drow. N'araktheel, learning that her scheme had been exposed and that she now faced the Heroes of the Gem, attempted a parley. The Heroes and Riverine PCs agreed to speak with the Matron Mother and were escorted to an audience with N'araktheel.

The scenario assumes that all of the Heroes of the Gem have been called to complete this dangerous task. It is also possible that the Riverine PCs may wish to accompany the Heroes of the Gem. This scenario is designed for the high level Heroes. Any Riverine PCs that come along are going to be heavily outclassed. It is recommended that Riverine PCs elect to remain behind. After all, they have already accomplished their goals; they have exposed Abrinda as a succubus, they have discovered the secret behind House Mercur, and they have exacted their revenge upon Mercur and the Splintered Arrows. Now is the proper time to hand events off to the Heroes of the Gem. Nevertheless, some Riverine PCs may elect to accompany the Heroes of the Gem out of a desire to "go out fighting" or to go for ultimate glory and be sung of in songs through the ages as having been part of the death of Lolth. DMs should allow this to happen, but hold nothing back. Such lower level PCs had full knowledge and warning of their predicament.

The scenario also assumes that the Heroes of the Gem are undertaking this adventure, and the encounters have been designed with them in mind. Specifically, the following PCs historically took part in this adventure:

Eracuss (18th level)
Queequeg (18th level)
Morg (20th level)
Korvar (20th level)
Dax Gren (15th level)
Lancre (16th level)
Cromwell (15th level)
Imerika (23rd level)
Argus (12th level)
Zemeal (12th level)
Vaden (12th level)
Marco (12th level) along with Jacinse (10th level cohort)
Raygon (11th level)
Arios (11th level)
Ali (11th level)

Total Effective Party Level (EPL) of the above is 21.6.

DMs desiring to run this scenario on their own can easily do it with a party of high level PCs (for example, 6 PCs of 20th level have an EPL of 21.2). In this case, the DM can simply assume that N'araktheel has contacted them and requested they meet her (likely at some neutral ground) in order to hear her proposition. DMs not running this scenario as part of a Therran campaign can simply change some of the history in N'araktheel's plan to reflect the realities of their own drow.

Almost all of this scenario is taken directly or indirectly from the published scenario "Expedition to the Demonweb Pits". It is essentially an up-gunning of the entire Demonweb Pits portion of that published scenario, with some changes to reflect the ultimate nature and aim of this adventure. This scenario cannot be run without having access to the published scenario.

No statistics are provided for the drow of House Vrielsevri, as they should not be needed. If they are, DMs should refer to "Old Friends and Older Enemies" for details. Similarly, the drow city of Rabat-wruinu'ili is not detailed in this adventure, as it is not the focus of the scenario. DMs wanting further details are encouraged to read about the Drow Empire and its cities in the 2nd edition mega-scenario entitled "The Quest of the Gem".

Background:

N'araktheel was the Matron Mother of House Vrielsevri, one of two powerful merchant houses in the Drow Empire and rivals of the Lolth priesthood. While all of the Houses of the Drow Empire gave lip service to Lolth and the priesthood, House Vrielsevri's contempt of the priestesses was ill-concealed. Political maneuvering and assassinations were not uncommon. This rivalry stemmed primarily from differing outlooks of the two factions. While the Lolth priesthood emphasized Chaos, sadism, superiority of drow over all other races, and regarded non-drow as slaves, chattel, and playthings, House Vrielsevri emphasized economic domination, trade with non-drow, and the use of non-drow when the situation dictated an advantage.

When the War of the Gem erupted, N'araktheel was worried, for it appeared inevitable that the Deceiver and his forces would carry the day. Should that happen, N'araktheel saw two possible outcomes:

1. Lolth and her priesthood would finally be recognized and rewarded for their invaluable services during the War and be exalted to high status in the eyes of the Deceiver, or

2. Lolth and her priesthood would be ignored and rebuked once againn and some other Maug and its minions raised on high.

The first option would serve to solidify the priesthood's hold on the Drow Empire. Flushed with victory and status in the Deceiver's new world, they would likely feel confident enough to move against their rivals, including House Vrielsevri. Even if wholesale extermination did not occur, the priesthood would be able to continue its rivalry with House Vrielsevri from a position of extreme dominance.

The second option would likely result in the Maug who had been exalted by the Deceiver moving against the drow. Likely allied with other Maugs, and for the first time perceiving the true strength of the Drow Empire, they would attack the drow and possibly wipe them out of enslave them.

Neither outcome was palatable to the Matron Mother. And so, when the Heroes of the Gem ended up in her grasp, and when they proved to have the means to actually defeat the Deceiver, N'araktheel was overjoyed and he new plan was born.

Should the Heroes succeed and the gods be released from Slumber, the Deceiver would be dragged into the Hall of Slumber. His Maug servitors would either be dragged into sleep as well or be destroyed...including Lolth. Furthermore, the bulk of the drow troops on the surface fighting in the war were loyal to the priesthood (including the most favoured and powerful of the priestesses), which wanted the lion's share of the credit and glory in the victory to come. The gods and Free Folk would wipe out a great many of these drow, and the rest would be scattered to the winds.

All of this presented N'araktheel with the perfect circumstances for a lightning coup. For many years, centuries even, the Matron Mother had slowly spun a web of allies and factions, whether by bribe, diplomacy, extortion, or coercion. With the bulk of the priesthood's clergy and troops gone, and with the remaining priesthood disheartened by the slaying or capture of their goddess and the loss of the War, N'araktheel and her allies could strike the priesthood and she could claim control of the Drow Empire. Initial success would bring the neutral Houses in line, and eventual victory would convince the rest. Once her hold on the Drow Empire was secure, the Matron Mother planned to invade the surface, found a drow queendom there, and begin economic domination of the surface dwellers.

And so, when the Heroes did indeed release the gods, all seemed to be going to plan. N'araktheel began her coup, and for a time it looked like she would succeed. Houses and factions that were sitting on the fence began to align themselves with House Vrielsevri. Agents and assassins long since concealed were ordered to reveal themselves and strike. The priesthood could not contact Lolth and could not cast their divine spells; it appeared their goddess was dead.

But it was not so. Lolth had not been captured by the gods or slain by them. Instead, she had cast off her divine essence and hidden in her demiplane wrapped in a web of concealment. So hidden, even the gods, who could not abide on the Material Plane for long, could not find her.

But at the last moment, when N'araktheel had committed all of her hidden resources to the coup, Lolth reappeared. Suddenly the priestesses could cast their divine spells. And Lolth herself joined the fray; not Lolth the Maug, but Lolth the demonlord. At her appearance, many of the Houses and allies of Vrielsevri who felt they could extricate themselves from Vrielsevri's fate did so and swang back to either neutrality or the side of Lolth. So suddent was the reversal, that N'araktheel's forces could not recover. The Matron Mother gathered what House members and allies she could and fled the Drow Empire; House Vrielsevri was now a shattered house in exile.

Normally, exiled drow do not fare well in the underdark. The drow are not beloved by the other denizens of the underdark, who are jealous of their power and wealth, or who have been mistreated by the drow. Exiled drow usually find themselves slowly attrited by the other races of the underdark until they are wiped out. But N'araktheel had other ideas. Though her dream of ruling the Drow Empire was in tatters, she knew that she and her House had to find a place for themselves. And that place was the surface.

It occurred to N'araktheel that, as a merchant house, her remaining forces were best suited to infiltrate a merchant house on the surface. Having done so, she could then slowly expand her influence and, eventually, make a grab for territory and stake a claim for a drow queendom on the surface. The Matron Mother chose the Far Coast for her scheme, for it was far enough away from the Imperial centers of power so as to allow her to operate with some secrecy, and it would allow her time to consolidate her grab for land before the Empire could respond. House Mercur was chosen as the first target for infiltration, and it was a matter of time before N'araktheel was effectively commanding House Mercur in the Far Coast. She also began her infiltration of House Riverine in the form of a succubus who posed as the Lady Abrinda, wife of the Riverine Trade Lord. In conjunction with her plans, N'araktheel also secured two artifacts, Johydee's Mask, and the Crystal of the Ebon Flame. With these powerful items, N'araktheel felt confident that she could take control of and hold the Far Coast, with the help of orc, gnoll, and bugbear troops as well as human mercenaries.

But, once again, N'araktheel's plans were crushed. Members of House Riverine learned of the identity of Lady Abrinda, and, following a raid of House Mercur, learned that the drow were behind the House. The moment word was passed to the Emire of the drow involvement with House Mercur, N'araktheel's scheme was undone. Worse still, the Riverine members alerted the Heroes of the Gem to the situation, and these worthies have chosen to respond. Both Heroes and Riverine forces penetrated the underdark beneath the town of Dwillingir and, after short and sharp conflict with drow forces, were invited to parley with N'araktheel, for the Matron Mother, having learned that the Heroes of the Gem were arrayed against her, knew she could not hope to prevail.

But even moreso, she remembered the last time she had met the Heroes...how they had helped her grasp hope from a hopeless situation. And now, here they have come upon her doorstep once again. And the Matron Mother wonders, once again, if she can turn the arrival of the Heroes of the Gem to her advantage.

N'araktheel's Plan:

N'araktheel has heard of the Heroes' recent assault on the demonlord Kostchtchie (see the scenario "Cold Anger"). Even though the Heroes didn't manage to kill the demonlord, they did rout him from his citadel and certainly could have defeated him but for his timely escape.

In addition, N'araktheel has not entirely abandoned the Drow Empire. In the years since her exile, she has placed or hired agents in the Empire. These agents serve several purposes:

1. They provide her with advance warning should the Drow Empire ever decide to seek her out and finish her and her House.

2. They obtain useful items that cannot be obtained elsewhere.

3. They could one day provide the means for House Vrielsevri to return to the Drow Empire...perhaps in another coup.

Of these, reason #3 has been very minimal, infinitesimal in fact, until now. For it seems that some years ago an agent of House Vrielsevri, serving in the drow city of Rabat-wruinu'ili, obtained a position of trust within the High Fane of Lolth. While so serving, he learned the means by which a gate could be opened within the High Fane that leads into Lolth's demiplane...the Demonweb Pits. This knowledge, while interesting, was of little practical use to N'araktheel. But now, a group of Heroes who have alreadyy proven capable of defeating a demonlord have come to her doorstep.

And so, N'araktheel has formulated a new plan. She will propose to the PCs that they use the knowledge of her agent to enter the Demonweb Pits and do no less than slay Lolth herself! When the Spider Queen is slain, she will lead the remnant of her house in the beginning of what will be a long, bloody, drawn-out civil war to claim the Drow Empire for herself and to destroy the Lolth priesthood once and for all.

Part One - Proposal:

N'araktheel will invite the PCs into her throneroom and audience chamber, where she will offer then fine lichen wine for their refreshment, though she will completely understand if the PCs refuse her drink. At her side will be Qanzi'kli (female drow sorceress) and Everik'stri (male drow sorcerer) along with her three draegloth bodyguards and a retinue of drow guards along the walls. Likely, the drider high priest Ifivenix will also be present.

N'araktheel will speak to the PCs:

And so, great Heroes of the Gem, we meet again. Fate casts us together at a nexus of opportunities, as it has done once before. I harbour no illusions my friends. My schemes in the Far Coast are undone and brought to nothing. I am sure the knowledge of a drow presence in House Mercur is now known by others, and that will put every House in the Empire on guard against me. No...my plans to eventually create a drow queendom on the surface are at an end.

And you know I am a pragmatic Matron. Do not be fooled. Even though I am a remnant of a great House, there is power here beside me...power enough to challenge even the great Heroes of the Gem! But to what purpose? Such a fight would likely consume most of my meagre resources and minions, even were I to prevail. That is not the kind of conflict in which I engage. There is no profit in it.

But when I learned who opposed me...that it wasn't a bunch of Riverine whelps but was, instead, the Heroes of the Gem, I thought it too much of a coincidence to let pass. Yes...too much indeed. I do not know if I believe in Fate per se, but I am beginning to, I think.

For here you are, and not so long after I learn of your exploits with that brutish demonlord Kostchtchie. Ah yes, I have heard the tale. How you sought a remedy for the winter that curses your lands by the will of Lothar. How you sought to slay Kostchtchie in order to sever the eldritch link that powers the curse. And how you, in the demonlord's own throneroom came close to slaying him and allowed him to escape by only the merest of margins.

You see, with my plans for the surface undone, I have nowhere to turn but back towards the Drow Empire. You do know the tale of my failed coup and subsequent exile do you not?

At this point, if the PCs do not know the tale, she will tell it (as outlined in the "Background" section above). Once she finishes, she will proceed:

But how can I return to the Drow Empire with the Lolth priesthood arrayed against me? And how can the Lolth priesthood be defeated while Lolth yet lives?

I think you see where my thoughts and desires lie, yes? It was several years ago that an agent of mine in the drow city of Rabat- wruinu'ili who was a servant of the High Fane of Lolth learned of the means of opening a gate into the demiplane of the Spider Queen. This was important information, to be sure, but of what use I could not say...until now. I want you to go to the Demonweb Pits and slay Lolth and, if possible, bring me her head.

N'araktheel will allow the PCs a moment to digest this. It is likely that the PCs will now have many questions and concerns. Some of the more likely ones are addressed below:

Q: How can we hope to slay a Maug like Lolth?

A: While Lolth was once a Maug...a divine being...in order to escape the gods whom you awakened from Slumber, she had to cast off the divine essence granted to her by the Deceiver. She returned to her primeval state before the Deceiver's blessing. In that state, she, like all of the Maugs, was a demonlord on the order of power of Kostchtchie. Now, just as with drow and men there are lesser and greater demonlords. But still, to those who handled Kostchtchie, she cannot be entirely beyond your ken.

Q: How do we get to her demiplane?

A: As I mentioned, my agent in Rabat-wruinu'ili knows the ritual. I will consult with him and arrange a proper time for you to go to him. There is a magic portal I have constructed that links us to him. You can travel through this portal and he can take you into the High Fane of Lolth to conduct the ritual.

Q: How will we get into the High Fane of Lolth?

A: My agent knows the passwords to bypass the powerful wards and forbiddances that guard the Fane. In addition, we will arrange to do this during the next large festival, when most of the priesthood will be conductiing public sacrifices and rites for the city. Finally, I am sure Heroes of your renown can find some means to disguise yourselves as drow for a short time. If there are those of you too large to disguise as drow, you must be somehow reduced to elf size or otherwise disguised if you are to accompany the rest to the High Fane.

Q: When is the next festival? How much time do we have to prepare?

A: I believe the next festival is perhas 2 months away. I will determine the exact time shortly and let you know.

Q: What are the Demonweb Pits like?

A: I do not now much. I do know that the demiplane was created by Lolth and much of it follows her will. I know that no creatures may be summoned or called to the plane without the permission of Lolth. So, too, no teleportation magicks or plane travel of any sort will function there except by the will of Lolth. The magicks she wove to conceal herself from the gods is very strong and tied to her will. This is why the ritual of entry was created...to allow her servants to enter her presence through the barriers she constructed. Beyond this, I cannot say. I am sure it is a place of chaos and evil and full of her minions...demons, spiders, and her dreaded handmaidens called yochlol.

Q: So once we enter, we cannot leave?

A: Possibly not. At least not as long as Lolth lives.

Q: Why should we do this for you?

A: For many reasons. First, because Lolth is a great evil and I am sure you and your world would be better off with her gone. This, in itself, should be enough. But you cannot get to her without me and my knowledge. So we need each other in this regard. Furthermore, I make no secret of the fact that if you slay Lolth, I will be poised to renew my coup against the Lolth priesthood. But this time will be different. We are a defeated remnant of a House, and most of our previous allies and agents are dead. Few Houses or factions will trust us easily, as they saw what happened last time. It will take some effort to finally convince them that Lolth is really dead and gone this time, even with her head. Whereas my previous coup was meant to be a lightning strike, this will be a long and bloody civil war. It will take centuries to conclude, and even then, centuries more to recover.

This is a great benefit to the surface world. Think you that the Lolth priesthood does not cast a covetous eye upon the surface world? For millenia they considered it a sun-filled cursed place. But in the War of the Gem the drow fought on the surface. They noted its riches and its weaknesses. And those drow who survived the War and scattered to the winds have now returned to the Drow Empire with knowledge of the surface. No, I tell you it would not be more than 50 years before the drow began to attack the surface in force.

And even in the end, should I succeed, you (or your descendants) will have me and my House to deal with instead of the Lolth priesthood. Yes, by your definition, I am evil through and through. But my ways are nothing like the Lolth priesthood. I act with purpose, rationally. I can be bargained with and, if it is advantageous to me, keep my word. I am pragmatic and not fanatic. I do not shirk from causing pain, but sadism does not whip me into religious ecstasy. The Lolth priesthood makes me look like a paladin. In your choice of evils, you would rather deal with me than they.

So those are the reasons. You will rid the multiverse of a great evil. You will keep the drow busy with internecine strife for centuries. And you will replace the evil of the Lolth priesthood with me and my House. I should think all of those reasons are good ones by your measure.

Q: Why don't you slay Lolth yourself?

A: First, because you have proven yourselves capable of defeating a demonlord. Second, because you have powers and magicks designed to fight against evil. I do not. Third, because when you go to the Demonweb Pits, I will need to prepare the coup. From my point of view, killing Lolth without undertaking the coup is useless to me. If I am not prepared and with my forces ready, some other faction might seize power.

The DM should have her answer any other reasonable questions to which she can be expected to know the answer. Within a day, N'araktheel can confirm the exact day of the next festival. The DM can adjust this time as he deems fit. It should be enough to for the Heroes to gather, marshal resources, possibly prepare or create some magic items (like wands, potions, or scrolls), etc. A period of about 2 months is recommended. In the historical campaign, the PCs had 51 days from the parley with N'araktheel to prepare.

During the preparation period, the PCs can leave N'araktheel's Home Cavern. They are also welcome to stay. N'araktheel advises secrecy during this time, though she doubts the drow have agents on the surface in this region.

Part Two - Leaving:

Leaving the Home Cavern:

N'araktheel will advise the PCs that they should return to her Home Cavern the day before the drow festival.

On that day, she and a small retinue of Qanzi'kli, Everik'stri, and her draegloth bodyguards will lead the PCs about a mile down the passageway that emanates from the southwest corner of the Home Cavern. She will turn into a tertiary passageway off of the main one, and then into a small cave hidden by an illusory wall spell. At the back end of this cave is a plain stone archway that is a magical gate to a basement in a safehouse in the city of Rabat-wruinu'ili.

First, the Matron Mother will produce from her spidersilk belt pouch a large amethyst in the shape of a trapezoid. The piece has runes etched into it and pulsates as it nears the stone archway. When it touched the archway, the magical gate springs to life, a mauve curtain of mist filling it.

Next, N'araktheel will take a small polished stone with writing on it and toss it into the gate. She will explain that this stone alerts her agent that the gate is being used by her and instructs him to negate the many deadly traps and wards that guard that end of the portal.

A few minutes later, she tosses a metal scroll tube closed with a wax seal through the gate. This, she explains, states in detail who is coming through and why.

A few minutes after that, a polished stone is tossed out from the other side. A draegloth picks it up and hands it to Qanzi'kli, who casts a detect magic spell on it and examines it carefully before handing it to the Matron Mother. She closely reads the writing etched into the stone, consults Everik'stri, and then announces that all is in order, that the signs and countersigns have been properly given, and that it appears safe to proceed. She then wishes the PCs luck, and advises them, should they slay Lolth and gain some token of her demise, to teleport to the basement into which they are about to appear. The traps in the basement will be attuned to the PCs so that they can safely do so once they make their way out of the Demonweb Pits. Without any further ado, she will wish them good luck and invite them to step into the magic portal.

Arriving at Rabat-wruinu'ili:

The PCs will, after stepping through the portal, find themselves in a chamber. The chamber's rear wall bears no marking to show it is a magic portal, but the mauve curtain of mist remains upon it for a minute or so after the last PC steps through. The portal then goes dormant.

The chamber is the basement of a dwelling in Rabat-wruinu'ili, the first and foremost of the three drow cities of the Drow Empire. The chamber is 30 ft square and 10 ft tall and bears no light except for the glow from the portal (if it is still active). Anyone who can see or detect magic will note that the basement is littered with powerful magical effects, most of the abjuration school, but some of necromantic and evocation as well. Clearly, this basement is well stocked with traps and wards as well as means to prevent scrying. At the far end of the chamber, a set of stone stairs leads up. Standing at the base of the stairs is a drow male in black robes, with a dagger in a sheath at his belt.

The drow male will greet the PCs in Elven or Undercommon and will introduce himself as Baryth'inix, agent of House Vrielsevri and currently humble servant of the priestesses of Lolth. Baryth'inix will inform the PCs that the festival of the Rites of Blood and Eggs begins tomorrow, and that much of the Lolth priesthood will be in the city arena to conduct the rituals of sacrifice and breeding that make up the ceremony. The agent will assure the PCs that he can get them into the Fane of Lolth as long as they have magic to disguise themselves as drow to casual observation. He will not reveal the ritual to open the gate to the demiplane until they are in the Fane at the proper place, as he is under strict orders from N'araktheel not to divulge this information until the last possible moment. In the meantime, he will tell the PCs to spend the day in the basement, as it is the safest place for them to abide. With that he will leave, warning the PCs not to leave the basement and informing them that he will return when the time comes.

Some 16 hours later, Baryth'inix will return and announce that the time is right to proceed. He will tell the PCs that it is perhaps a 5 minute walk to the High Fane, but in order to avoid suspicion, theirs will be a circuitous route. Therefore, he recommends that the PCs' disguises last for at least 10 minutes, though 15 minutes would be preferrable. Once the PCs are disguised, he will hand them piwafwis with spiders embroidered into the hems. He will also hand the PCs adamantine unholy symbols to Lolth and instruct them to wear these at all times. Finally, he will urge the PCs to follow him exactly and do as he does. They should say nothing and make eye contact with no one. They should by no means cast any spells or use any magic while travelling the city beyond what they have already cast. The more magic upon them, the more likely they will be noticed. He will also provide the PCs with masterwork disguise kits and can use his own skill (Disguise +22) if it is better than the PCs' skill. He will warn that the mundane disguise is needed as there is a potent true seeing effect within the Fane.

With that, he heads up the stairs and leads the PCs out of a stone dwelling and into the streets of Rabat-wruinu'ili.

DMs wanting more full information on the city should refer to the 2nd edition Therran scenario entitled "The Quest of the Gem", which includes a detailed write-up of Rabat-wruinu'ili on page 15.

The eldest city of the drow is set atop a massive plateau that rises some 100' above the floor of the cavern. The plateau is sheer, and in fact it appears to be artificially straightened in an attempt to make it more formidable as a defensive mechanism.

The only normal access to the plateau is a ramp-like incline to the north that climbs at a gradual 3 degree incline. The roadway that ascends the ramp ends at the massive city gates. While the drow houses eschew walls, for they are most concerned with drow to drow fighting, the city has built formidable walls in order to protect it from non-drow invaders. That said, no enemy has ever made it far enough into the Drow Empire to assail the walls, but if they did they would face massive curtain walls some 35' tall and 5' thick and made entirely of granite mixed and reinforced by drow metal. The walls are sheer and vertical and buttressed from the city side by massive stone columns. Watch towers pierce the walls at intervals, and these are 50'-60' tall and well fortified. The city gates, the only normal way into the city proper, are massive drow metal affairs, barred by adamantium bars each as thick as a tree trunk and maneuvered into place by a team of iron golems (12 to each gate).

Each tower has a complement of warriors, and the two gate towers have double that number. Each tower has a portable signal speculum upon it that is shuttered, covered, and always warm and allows infravisual signals to be sent to almost any location in the vault.

Within, the city is a panoply of stalagmites, stalactites, and columns. These form most of the greater buildings of the city, and are connected by a bewildering roadway of elevated bridges, platforms, etc. From above the whole almost looks like a jumble of spider webs. These elevated roadways are mostly reserved for the drow nobility and their functionaries and form a sort of city above the city.

On the ground, the common drow and slaves and guests roam streets that are often decrepit with the trash and leavings dropped by the uncaring noble drow on the walkways above. Normal buildings can be found on the ground, along with small or stunted stalagmites used as dwellings by common drow. These buildings range from taverns and dens of iniquity to shops, restaurants, and other establishments. There are few inns in the city, as the drow do not get many visitors, but there are at east 3 guest halls that have places to sleep.

All sorts of debauchery and evil can be seen in the streets of Rabat-wruinu'ili, including corpses, decadent sexual acts, drug use, torture, slavery, etc.

The Fane of Lolth is the most unholy site in the religion of the drow. It is built upon the exact spot where the drow first emerged into the vault from their trek from the forests of Blanthil in ancient times. It was here that they discovered and bred the purple lichen which radiation gives the drow many of their powers.

The Fane is located within the city. It is, in fact, the most dominant structure in the city. The Fane is built into a massive stone column that stretches from the floor of the great plateau that the city is built upon to the vault ceiling. This column is clearly the joining of a massive stalactite with a similarly massive stalagmite, but so thick are they that where they join there is only the slightest hint of a thinning in the column.

The column itself is ovoid, being some 240 yards wide and 180 yards long. Its entire length is decorated with horrific bas-reliefs of hideous scenes, including spiders of various sorts, drow elves committing all sorts of atrocities, and various demons in unnatural acts, including many yochlol. The whole is painted in places and accented in others with faerie fire spells. The main access to the column is from the elevated walkways of the city, reserved for the nobility of the drow. However, there is also a "Low Entry" for the commoners which consists of a massive set of stairs that winds approximately 100' up the column to roughly half way between the city floor and the elevated entryway (i.e. the "High Entry"). The Low Entry leads to the Low Temple, which is set inside a hollow carved into the column. From there, a passageway leads up to another massive hollow wherein lies the High Temple itself and the High Entry.

There are also some hidden or secret or lesser-used ways into the column. These are at ground level and lead to the great dungeons set in the lower portions of the column.

The PCs will make their way through the city and to the steps leading up to the hollow containing the Low Temple. They will then pass into the hollow and to the rear, where a guarded passageway spirals up the interior of the column to the High Temple. There, in that hollow, the PCs will approach the High Fane of Lolth.

The High Temple to Lolth is the most unholy place of the worship of the Spider Queen. It is the locus of power for the drow priesthood and, therefore, for the Drow Empire. Only mid to high level drow priestesses or drow nobles or specially sanctified and initiated drow warriors are allowed into the High Temple, and even drow nobles may only enter certain areas with the express permission of the priesthood.

The temple was built on the site of the first drow entry into the underworld, and, in fact, the very top of the High Temple leads to a sacred chamber where the avatar of Lolth herself guards access to the long tunnel that eventually leads to the surface amidst the Blanthil forest.

Not a lot of public worshipping occurs here. That is reserved for the Low Temple and Lolth's Amphitheatre on the Low Temple hollow. Services here are the province of priestly obeisance and special supplications from the noble caste.

The High Temple is an imposing structure, some 160 ft tall and formed into a rough pagoda shape. Each level has a roof of pure amethyst worked into spider web shapes.

The top of the temple, some 160 ft above the floor of the hollow, is connected to a great stalactite that bends down from the ceiling of the hollow some 40 ft and joins with the top level of the pagoda.

The temple is constructed of worked stone, and every square inch of it is carved with bas-reliefs of spiders, spider webs, winged demons, yochlol and drow elves. These figures are, in various places, consuming enemies, mating or engaging in other lewd and perverse acts, or giving worship to dominating forms of Lolth, both in bloated spider form, as a beautiful female drow, and in her hybrid form of a spider body with an elf head. The carvings are studded with literally thousands of gemstones and glow with a multitude of faerie fire spells that flicker strangely and lend the whole an eerie wavering visage, as if the stone walls of the temple are alive and wriggling.

A close examination of the temple exterior might (DC 35 Spot check) reveal that the flickering of the faerie fires is caused by the many shadows that roam the walls.

A full description and floorplans of the High Fane are presented in the 2nd edition Therran scenario entitled "The Quest of the Gem", on page 17.

Baryth'inix and the PCs will proceed up the steps to the Fane. These steps are shaped like spider webs and lead up 10 ft to the main entrance to the High Temple. The steps are of stone but threads of platinum have been hammered into the lines of the stonework, giving the whole a shimmering and glistening appearance.

At the top of the steps, at each flank of the entryway into the temple proper, is a jade spider, a potent guardian who will not attack the PCs due to the special unholy symbol they wear. Similarly, the forbiddance effect warding the Fane will also not harm the PCs due to the combination of the unholy symbols and passwords that Baryth'inix knows.

Within is a foyer. The black stone floor of this area is shot with web-like traceries of white, and the marble pillars are veined with black webbing. Censers hanging from silver chains at various points around the foyer emit a sickly sweet odor, vaguely reminiscent of honey mixed with blood and sweat. The walls of this place are hung with gauzy material, and the overall effect of this and the traceries is of standing amidst endless webs. Here and there various normal sized arachnids can be seen scuttling in the shadows and over the pillars and draperies and across the floor.

To either side of the foyer are pillared areasamong which are set two altars. The two altars are nearly identical. Each is carved with many spider shapes, and two black candles burn on each end, throwing a wan light and strange shadows amidst the pillars. Each altar bears an octagonal offerings device made of beaten goldand the candle holders are of onyx inlaid with gold.

The offering device to the left is a platter, and upon it are various jewels and gems and even coinage of drow design and minting, for this is where offerings of money and tithes are made.

The offering device to the right is a bowl, and there is a ceremonial knife of drow metal inlaid with rubies set within. The knife is shaped like a spider whose eight descending legs are blades. The interior of the bowl is stained red, for this is where offerings of blood are made.

Beyond the foyer, past several stairs and passageways, is the Great Chapel.

The Gate:

The gate to the Demonweb is located in the Great Chapel. The floor here is of traceried black obsidian, but at its centre appears to be a 20 ft diameter pool of clear amber liquid, in the middle of which floats a huge black spider with human forearms instead of legs and a drow face between the multiple spider eyes of the head.

The wall past the image bears what appears to be a strange mural, flanked by two silver braziers gently giving forth smoke of incense. The smoke goes drifting to this mural and into it, as if drawn by a draft. The mural itself is a scene resembling a starry sky, but a tunnel of webs stretches into space. The effect appears dimensional, but can be touched and felt to be flat. The mural radiates a strong magic but has no evil aura.

Baryth'inix will produce a strange egg-shaped piece of what looks to be adamantine. This he will intone a short ritual over and then toss it into the amber pool. The pool will begin to smoke and steam and the entire pool will seem to slowly rise above the level of the floor, until the likeness of Lolth is apparently floating in an amber column which extends from floor to ceiling. This is a projection, an image of the real Lolth, although one without senses and larger than Lolth's actual form.

If any individual is bold enough to move through the projection of Lolth and then touch the mural, he will be instantly drawn into the tunnel vortex and brought to the demi-plane where Lolth makes her residence. The mural is actually a gate between the two planes.

Baryth'inix will urge the PCs to hurry through the gate, for they are in grave danger of discovery here. As they go through the mural, each PC will appear in the Arrival Chamber in the Demonweb.

Part Three - The Demonweb Pits:

Much of this section of the adventure borrows heavily from the published adventure "Expedition to the Demonweb Pits". DMs should have a copy of that adventure handy, as much of the material here simply alters or exands upon the material presented there.

Demonweb Features:

All of the text describing the various features of the Demonweb Pits apply, with the exception that all doors are considered to be magically-treated iron doors (break DC 48; hardness 10; hp 120).

Pathways:

There are no planar doors, as there are no alternate Material Planes in the Therran cosmology that Lolth can ensnare in her web.

The Outer Web:

All of this section applies as written.

Planar Traits:

Lolth's demiplane contains all of the traits listed. However, in Therra, the Chaos-Aligned trait only affects creatures with the Lawful subtype. Law and Chaos in Therra are much less of an important distinction with regard to alignment for all but very specific creatures. In addition, the enhanced magic trait only adds +1 caster level to chaotic or evil spells rather than doubling the caster level. Finally, the Impeded Magic trait extends to all spells of the summoning and calling subschools, to all spells that allow Astral travel of any sort, and to all spells of the scrying subschool. Furthermore, most divination spells do not function here. All divination (scrying) spells fail, as do divination spells that relay on contact with higher powers or that discern the future, such as augury, divination, commune, and contact higher plane. Divination spells that locate things or find things also fail, such as discern location, locate object, and find the path. Other divinations, such as detect spells or see invisibility, function normally. All such spells or effects that are impeded simply fail to function, but are considered to have been cast or used. Only Lolth herself may use any of the spells impeded by the plane.

Also, remember that there is no access to the Ethereal Plane from this demiplane.

Finally, for purposes of drowcraft items, Lolth's demiplane is considered fully removed from the effects of sunlight, so such items cannot be destroyed by exposure. However, no place in the demiplane is considered an area of faerzress, and so these items do not benefit from that effect.

Teleportation Keys:

These keys work as indicated.

Random Encounters:

Check every 10 minutes instead of every hour. Change the encounters as follows:

Old Encounter

New Encounter
1 Huge monstrous spider (EL 5) 1-3 Huge fiendish monstrous spiders (EL 7-10)
1 chwidencha (EL 9) 1-3 chwidencha (EL 9-12)
Standard drow patrol (EL 11) Increased drow patrol (EL 12)
2 yochlols (EL 10)  2-4 yochlols (EL 10-12)
2 sporebats (EL 12) 2-4 sporebats (EL 12-14)
2 vrocks (EL 11) 2-4 vrocks (EL 11-13)
1 Lolth-touched Gargantuan monstrous spider (EL 9) 1-3 Lolth-touched fiendish Gargantuan monstrous spiders (EL 11-14)
1-2 dread harpoon spiders (EL 9-11) 1-4 fiendish dread harpoon spiders (EL 11-15)
2 varrangoins (1 rager and 1 arcanist) (EL 13) 2-4 varrangoins (1 or 2 ragers and 1 or 2 arcansists) (EL 13-15)

The increased drow patrol consists of a drow captain (F8) and 8 drow fighters (F4).

Statistics for all of these creatures are given below:

HUGE FIENDISH MONSTROUS SPIDER CR 7
NE Huge magical beast (augmented vermin)
Init +3; Senses darkvision 60 ft, tremorsense 60 ft; Spot +4


AC 16, touch 11, flat-footed 13
hp 52 (8 HD); DR 5/magic
Resist cold 10, fire 10; SR 13
Fort +8, Ref +5, Will +2

Spd 30 ft (6 squares), climb 20 ft (4 squares)
Melee bite +9 (2D6+6 plus poison)
Space 15 ft; Reach 10 ft
Base Atk +6; Grp +18
Atk Options smite good (1/day, +8 damage)
Special Actions web

Abilities Str 19, Dex 17, Con 14, Int 3, Wis 10, Cha 2
SQ vermin traits
Skills
Climb +12, Hide -1*, Jump +4, Move Silently +3*, Spot +4

Poison (Ex) Injury, Fort DC 16, initial and secondary damage 1D8 Str.

Web (Ex) A spider's web strand can support the spider and one other creature of the same size.

Spider's can throw a web 8/day. This is similar to an attack with a net, but has a maximum range of 50 ft, with a range increment of 10 ft, and is effective against targets up to one size category larger than the spider.

An entangled creature can escape with a DC 16 Escape Artist check or burst it with a DC 20 Str check. Both are standard actions.

Spider's often create sheets of sticky webbing from 5 to 60 ft square. They usually position these sheets to snare flying creatures but can also try to trap prey on the ground. Approaching creatures must succeed on a DC 20 Spot check to notice a web, otherwise they stumble into it and become trapped as though by a successful web attack. Attempts to escape or burst the webbing gain a +5 bonus if the trapped creature has something to walk on or grab while pulling free. Each 5 ft section has 14 hp and DR 5/-.

A spider can move across its own webs at its climb speed and can pinpoint the location of any creature touching its web.

* +8 bonus on Hide and Move Silently checks when using its web

CHWIDENCHA CR 9
Fiend Folio page 34
N Large aberration
Init +7; Senses darkvision 60 ft, tremorsense 60 ft; Listen +6, Spot +6
Languages Undercommon (understood but not spoken)


AC 21, touch 12, flat-footed 18
hp 114 (12 HD)
Fort +11, Ref +9, Will +11

Spd 30 ft (6 squares), burrow 30 ft (6 squares)
Melee 4 leg rakes +15 (1D6+6/19-20)
Space 10 ft; Reach 5 ft
Base Atk +9; Grp +19
Atk Options improved grab
Special Actions constrict 3D6+9

Abilities Str 22, Dex 17, Con 20, Int 3, Wis 16, Cha 3
SQ leg regeneration
Feats Great Fortitude, Improved Critical (leg rake), Improved Initiative, Lightning Reflexes, Weapon Focus (leg rake)
Skills
Climb +9, Hide +3, Listen +6, Move Silently +6, Spot +6

Constrict (Ex) With a successful grapple check, a chwidencha can crush a grabbed opponent, dealing 3D6+9 points of bludgeoning damage.

Improved Grab (Ex) A chwidencha must hit an opponent of up to Medium size with two or more leg rake attacks. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and can constrict its opponent as well as deal automatic leg rake damage.

Leg Regeneration (Ex) Foes can attack a chwidencha's legs, but only when those appendages are holding an opponent. A leg has an AC of 19 touch 12) and can take 20 points of damage. The loss of a leg does not harm the creature (that is, the damage does not apply against its hp total), and the chwidencha regrows the limb within a day.

DROW CAPTAIN CR 9
Male drow Fighter 8
CE Medium humanoid (elf)
Init +8; Senses Blind-Fight, darkvision 120 ft, Search check within 5 ft of secret door; Listen +8, Spot +10
Languages Elven, Abyssal, Draconic, Drow Sign Language, Terran,Undercommon

AC 22, touch 14, flat-footed 18; Combat Expertise
hp 68 (8 HD)
Immune poison, sleep
SR 19
Weakness light blindness
Fort +9, Ref +6, Will +3 (+5 vs spells and spell-like abilities); +2 vs enchantments

Spd 30 ft (6 squares)
Melee +1 drowcraft shortsword +15/+10 (1D6+7)
Ranged mwk hand crossbow +14/+9 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +8; Grp +12
Atk Options Combat Expertise
Combat Gear +1 drowcraft shortsword, masterwork hand crossbow, crossbow bolts (20), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (3), potion of haste (CL 5), oil of darkness (CL 3)
Spell-Like Abilities (CL 8):
1/day - dancing lights, darkness, faerie fire

Abilities Str 18, Dex 19, Con 16, Int 14, Wis 12, Cha 11
Feats Alertness, Blind-Fight, Combat Expertise, Greater Weapon Focus (shortsword), Hand Crossbow Focus, Improved Initiative, Weapon Focus (shortsword), Weapon Specialization (shortsword)
Skills
Bluff +3, Intimidate +4, Jump +8, Listen +8, Search +9, Spot +10
Possessions combat gear, +1 drowcraft elven chainmail, +1 buckler, periapt of proof against poison, 220 pp, 150 gp, iron pyramid teleportation key

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

DROW FIGHTER CR 5
Male drow Fighter 4
CE Medium humanoid (elf)
Init +3; Senses Blind-Fight, darkvision 120 ft, Search check within 5 ft of secret door; Listen +6, Spot +6
Languages Elven, Abyssal, Draconic, Drow Sign Language, Undercommon

AC 21, touch 13, flat-footed 18; Combat Expertise
hp 27 (4 HD)
Immune sleep
SR 15
Weakness light blindness
Fort +7, Ref +4, Will +4 (+6 vs spells and spell-like abilities); +2 vs enchantments

Spd 20 ft (4 squares)
Melee mwk rapier +7 (1D6+2)
Ranged mwk hand crossbow +8 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +4; Grp +6
Atk Options Combat Expertise
Special Actions Combat Reflexes
Combat Gear masterwork rapier, masterwork hand crossbow, crossbow bolts (20), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (2)
Spell-Like Abilities (CL 4):
1/day - dancing lights, darkness, faerie fire

Abilities Str 15, Dex 17, Con 12, Int 16, Wis 13, Cha 13
Feats Blind-Fight, Combat Expertise, Combat Reflexes, Great Fortitude, Iron Will
Skills
Climb +3, Intimidate +8, Jump +7, Listen +6, Search +7, Sense Motive+4, Spot +6
Possessions combat gear, +1 drowcraft breastplate, +1 drowcraft light steel shield, 90 gp

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

YOCHLOL CR 8
Fiendish Codex I page 54
CE Medium outsider (chaotic, evil, shapechanger)
Init +6; Senses darkvision 60 ft; Listen +15, Spot +15
Languages Abyssal, Elven, Undercommon; telepathy 100 ft


AC 21, touch 21, flat-footed 15; Combat Expertise
hp 95 (10 HD); DR 10/magic
Immune acid, electricity, mind-affecting spells and effects, poison
Resist cold 10, fire 10; SR 19
Fort +12, Ref +13, Will +9

Spd 30 ft (6 squares)
Melee 8 tendrils +16 (1D4+4)
Space 5 ft; Reach 5 ft
Base Atk +10; Grp +14
Atk Options Combat Expertise
Spell-Like Abilities (CL 10):
At will - detect thoughts (DC 17), dominate person (DC 20), darkness, desecrate (evil), greater teleport (self plus 50 lbs of objects only), spider climb, stone shape, web (DC 17)

Abilities Str 19, Dex 22, Con 20, Int 18, Wis 15, Cha 20
SQ gaseous form, humanoid form, Lolth's favour, mind blank, rapid shapeshifter, spider form
Feats Combat Casting, Combat Expertise, Exotic Weapon (hand crossbow), Persuasive, Weapon Finesse
Skills
Bluff +20, Concentration +18, Diplomacy +22, Hide +19, Intimidate +22, Knowledge (arcana) +17, Knowledge (planes) +17, Knowledge (religion) +17, Listen +15, Move Silently +19, Sense Motive +15, Spot +15

Gaseous Form (Su) A yochlol can assume gaseous form, appearing as a roiling cloud of oily green smoke. In this form, a yochlol's statistics do not change, although it is treated as if under the effects of a gaseous form spell that cannot be dispelled. A gaseous yochlol can use contact other plane at will as an additional spell-like ability. Any creature sharing the same square as a gaseous yochlol at the end of that creature's turn is affected as if by a stinking cloud spell (DC 20).

Humanoid Form (Su) A yochlol can assume the form of a hauntingly beautiful human or elf (usually drow) woman. It has only a little flexibility in altering its specific appearance, and as a result can't use this ability to disguise itself as a specific individual. This ability functions like the change shape ability.

Yochlols are nude when they initially assume humanoid form, so they often wait to assume this form until they have equipment and weapons ready. Yochlols in human form cannot make tendril attacks. Yochlols are proficient with all simple and martial weapons, but they prefer to use weapons such as rapiers to take advantage of Weapon Finesse.

Lolth's Favour (Su) As a handmaiden of Lolth, a yochlol receives the Spider Queen's favour in the form of a deflection bonus to its AC equal to its Cha bonus. It does not retain the bonus while in humanoid form, but it does retain the bonus on its gaseous and spider forms. This bonus is included in the above statistics.

Mind Blank (Su) A yochlol is protected at all times by the equivalent of a mind blank spell. This effect cannot be dispelled.

Rapid Shapeshifter (Ex) A yochlol can shift between its four forms with astounding speed. Changing shape is a swift action that the yochlol can perform as often as once per round.

Spider Form (Su) A yochlol can assume spider form, appearing as a Medium monstrous black widow spider. It retains all of its base statistics but gains a climb speed of 30 ft. It loses its tendril attacks but gains a bite attack (+16 melee, 1D6+6 plus poison [DC 20, 1D6 Con/2D6 Con]). This ability functions like the change shape ability.

SPOREBAT CR 10
Fiend Folio page 161
N Medium plant
Init +9; Senses darkvision 60 ft, low-light vision; Listen +2, Spot +20
Languages Sporebat


AC 15, touch 15, flat-footed 10; Miss Chance 50% camouflage
hp 97 (15 HD)
Immune fire
Fort +11, Ref +10, Will +5

Spd 5 ft (1 square), fly 60 ft (good) (12 squares); Hover
Melee 2 claws +13 (1D4+2) and tail rake +8 (1D4+1)
Ranged enervation ray +16 touch (enervation)
Space 5 ft; Reach 5 ft
Base Atk +11; Grp +13
Atk Options Cleave, Power Attack
Special Actions Flyby Attack

Abilities Str 14, Dex 21, Con 15, Int 8, Wis 11, Cha 4
SQ camouflage, plant traits, silent
Feats Alertness, Cleave, Flyby Attack, Hover, Improved Intiative, Power Attack
Skills
Listen +2, Spot +20

Camouflage (Ex) During any condition of natural illumination other than daylight, a sporebat can disappear into the shadows, giving it total concealment (50% miss chance).

Enervation Ray (Su) A sporebat can fire a brown enervation ray every other round at any target within 150 ft. Its effect is as an enervation spell (CL 12, DC 14)

Silent (Ex) Sporebats move with absolute silence and make no noise.

VROCK CR 9
CE Large outsider (chaotic, evil, tanar'ri)
Init +2; Senses darkvision 60 ft; Listen +24, Spot +24
Languages Abyssal, Celestial, Draconic; telepathy 100 ft


AC 22, touch 11, flat-footed 20
hp 115 (10 HD); DR 10/good
Immune electricity, poison
Resist acid 10, cold 10, fire 10; SR 17
Fort +14, Ref +9, Will +10

Spd 30 ft (6 squares), fly 50 ft (average) (10 squares)
Melee 2 claws +15 (2D6+6) and bite +13 (1D8+3) and 2 talons +13 (1D6+3)
Space 10 ft; Reach 10 ft
Base Atk +10; Grp +20
Atk Options Cleave, Power Attack
Special Actions Combat Reflexes, dance of ruin, spores, stunning screech, summon demon
Spell-Like Abilities (CL 12):
At will - mirror image, greater teleport (self plus 50 lbs of objects only), telekinesis (DC 18)
1/day - heroism

Abilities Str 23, Dex 15, Con 25, Int 14, Wis 16, Cha 16
Feats Cleave, Combat Reflexes, Multiattack, Power Attack
Skills
Concentration +20, Diplomacy +5, Hide +11, Intimidate +16, Knowledge (any one) +15, Listen +24, Move Silently +15, Search +15, Sense Motive +16, Spellcraft +15, Spot +24, Survival +3 (+5 following tracks)

Dance of Ruin (Su) To use this ability, a group of at least three vrocks must join hands in a circle, dancing wildly and chanting.

At the end of 3 rounds of dancing, a wave of crackling energy flashes outward in a 100 ft radius. All creatures except for demons within the radius take 20D6 points of damage (Ref DC 18 half). Stunning, paralyzing, or slaying one of the vrocks stops the dance.

Spores (Ex) A vrock can release masses of spores from its body once every 3 rounds as a free action. The spores automatically deal 1D8 points of damage to all creatures adjacent to the vrock. They then penetrate the skin and grow, dealing an additional 1D4 points of damage each round for 10 rounds. At the end of this time, the victim is covered with a tangle of viny growths. The vines are harmless and wither away in 1D4 days. A delay poison spell stops the spores’ growth for its duration. Bless, neutralize poison, or remove disease kills the spores, as does sprinkling the victim with a vial of holy water.

Stunning Screech (Su) Once per hour a vrock can emit a piercing screech. All creatures except for demons within a 30 ft radius must succeed on a DC 22 Fort save or be stunned for 1 round.

Summon Demon (Sp) Once per day, a vrock can attempt to summon 2D10 dretches or another vrock with a 35% chance of success. This ability is the equivalent of a 3rd level spell (CL 9).

GARGANTUAN LOLTH-TOUCHED FIENDISH MONSTROUS SPIDER CR 11
Monster Manual IV page 92
CE Gargantuan magical beast (augmented vermin)
Init +3; Senses darkvision 60 ft, tremorsense 60 ft; Spot +4


AC 19, touch 9, flat-footed 16
hp 152 (16 HD); DR 10/magic
Immune fear
Resist cold 10, fire 10; SR 21
Fort +15, Ref +8, Will +5

Spd 30 ft (6 squares), climb 20 ft (4 squares)
Melee bite +18 (2D8+13 plus poison)
Space 20 ft; Reach 15 ft
Base Atk +12; Grp +34
Atk Options smite good (1/day, +16 damage)
Special Actions web

Abilities Str 31, Dex 17, Con 20, Int 3, Wis 10, Cha 2
SQ vermin traits
Skills
Climb +17, Hide -1*, Jump +10, Move Silently +7*, Spot +4

Poison (Ex) Injury, Fort DC 23, initial and secondary damage 2D6 Str.

Web (Ex) A spider's web strand can support the spider and one other creature of the same size.

Spider's can throw a web 8/day. This is similar to an attack with a net, but has a maximum range of 50 ft, with a range increment of 10 ft, and is effective against targets up to one size category larger than the spider.

An entangled creature can escape with a DC 23 Escape Artist check or burst it with a DC 27 Str check. Both are standard actions.

Spider's often create sheets of sticky webbing from 5 to 60 ft square. They usually position these sheets to snare flying creatures but can also try to trap prey on the ground. Approaching creatures must succeed on a DC 20 Spot check to notice a web, otherwise they stumble into it and become trapped as though by a successful web attack. Attempts to escape or burst the webbing gain a +5 bonus if the trapped creature has something to walk on or grab while pulling free. Each 5 ft section has 16 hp and DR 5/-.

A spider can move across its own webs at its climb speed and can pinpoint the location of any creature touching its web.

* +8 bonus on Hide and Move Silently checks when using its web

FIENDISH DREAD HARPOON SPIDER CR 11
Monster Manual III page 81
CE Huge aberration
Init +3; Senses darkvision 120 ft; Spot +10
Languages Abyssal, Undercommon


AC 19, touch 11, flat-footed 16
hp 94 (9 HD); DR 5/magic
Immune webs
SR 14
Fort +9, Ref +8, Will +7; evasion

Spd 40 ft (8 squares), climb 20 ft (4 squares); web movement
Melee bite +11 (2D6+7 plus poison)
Ranged fang +7 (1D6+3 plus harpooning)
Space 15 ft; Reach 10 ft
Base Atk +6; Grp +21
Atk Options harpooning, smite good (1/day, +9 damage)
Special Actions Combat Reflexes, Improved Trip

Abilities Str 25, Dex 17, Con 23, Int 14, Wis 12, Cha 9
SQ spines
Feats Ability Focus (poison), Combat Reflexes, Improved Trip, Lightning Reflexes
Skills
Balance +11, Climb +22, Hide +7, Jump +26, Spot +10, Tumble +16

Harpooning (Ex) A dread harpoon spider can fire its harpoonlike fangs up to 20 ft (no range increment). A successful hit deals 1D6+3 points of damage as the harpoon hooks the flesh of the target and immediately exudes a thick, sticky glue. The spider can reel in a harpoon as a free action: treat this as a trip attack (+21 bonus) against any creature attached to the fang. Failure indicates that the harpoon rips free (and deals another 1D6+3 points of damage to the victim). Success indicates that the victim is pulled off its feet and dragged back to the spider, which can immediately make a free bite attack against the victim. A dread harpoon spider can only pull a creature smaller than itself in this manner. Attempts to retract a creature of its own size or larger automatically cause the fang to rip free as if the trip attack failed. The glue exuded by the spider's fangs decomposes quickly, and at the end of the spider's turn the fang automatically detaches.

Poison (Ex) Injury, Fort DC 20, initial damage 1D6 Dex, secondary damage 2D6 Dex.

Spines (Ex) Any creature striking a dread harpoon spider with its body or a handheld weapon must make a DC 17 Ref save or take 1D8 points of piercing damage from the spider's spines. Creatures wielding reach weapons are not subject to this damage. The spines also deal an extra 1D8 points of damage on a successful grapple check (much like armour spikes).

As a full-round action, a dread harpoon spider can pick up a Large or smaller helpless creature with its legs and impale the body on its spines, dealing 3D6 points of piercing damage. The spider can carry up to 2 Large, 8 Medium, 32 Small, or 128 Tiny or smaller creatures in this manner.

Web Movement (Ex) Although they cannot spin webs themselves, dread harpoon spiders can climb around and through webs with ease using their climb speed. They are immune to the effects of the web spell.

RAGER VARRANGOIN CR 10
CE Medium magical beast
Init +2; Senses darkvision 60 ft, low-light vision; Listen +6, Spot +5
Languages Varrangoin, Abyssal, Undercommon


AC 20, touch 12, flat-footed 20; uncanny dodge
hp 60 (8 HD); DR 10/cold iron
Immune mind-affecting effects
Resist acid 10, cold 10, electricity 10, fire 10; SR 22
Weakness light blindness
Fort +8, Ref +9, Will +3

Spd 20 ft (4 squares), fly 50 ft (good) (10 squares)
Melee 2 claws +13 (1D6+4) and bite +10 (1D6+2) and tail sting +10 (1D4+2 plus poison)
Space 5 ft; Reach 5 ft
Base Atk +10; Grp +20
Atk Options Power Attack
Special Actions rage 3/day, rend 2D4+6, Snatch
Spell-Like Abilities (CL 8):
2/day - dispel magic, fear (DC 14)

Abilities Str 18, Dex 15, Con 14, Int 13, Wis 11, Cha 10
SQ extra action
Feats Multiattack, Power Attack, Snatch, Weapon Focus (claw)
Skills
Hide +13, Listen +6, Move Silently +13, Spot +5

Extra Action (Su) A rager varrangoin can take an extra move or single attack action each round.

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds a rager varrangoin for 1 round. On subsequent rounds, it is dazzled as long as it remains in the affected area.

Poison (Ex) Injury, Fort DC 16, initial and secondary damage 1D6 Dex.

Rage (Ex) 3/day a rager varrangoin can fly into a frenzy, raging like a barbarian. For 7 rounds, the rager varrangoin gains a +4 bonus to Str and to Con and a +2 morale bonus on Will saves but takes a -2 penalty to AC. After its rage ends, a rager varrangoin is fatigued untl the end of the encounter. A rager varrangoin can choose to end its rage prematurely.

Rend (Ex) If a rager varrangoin hits a single target with both claws, it latches onto the opponent's body and tears the flesh. This attack automatically deals 2D4+6 points of damage.

Uncanny Dodge (Ex) This ability can be negated by a rogue of at least 12th level.

ARCANIST VARRANGOIN CR 10
CE Medium magical beast
Init +3; Senses darkvision 60 ft, low-light vision; Listen +6, Spot +5
Languages Varrangoin, Abyssal, Undercommon


AC 20, touch 12, flat-footed 20; uncanny dodge
hp 60 (8 HD); DR 10/cold iron
Immune mind-affecting effects, spells (3rd level or lower)
Resist acid 10, cold 10, electricity 10, fire 10; SR 22
Weakness light blindness
Fort +8, Ref +9, Will +3

Spd 20 ft (4 squares), fly 50 ft (good) (10 squares)
Melee 2 claws +9 (1D4+1) and bite +7 (1D6) and tail sting +7 (1D4 plus poison)
Space 5 ft; Reach 5 ft
Base Atk +8; Grp +9
Combat Gear wand of invisibility (CL 3, 22 charges), wand of see invisibility (CL 3, 40 charges), scrolls of dispel magic (CL 9) (2), scroll of black tentacles (CL 9)
Spell-Like Abilities (CL 8):
1/day - arcane eye, baleful polymorph (DC 16), flesh to stone (DC 17), mirror image, polymorph
2/day - dispel magic
Wizard Spells Prepared (CL 9, melee touch +9, ranged touch +11):
5th - cone of cold (DC 19)
4th - dimension door, ice storm
3rd - fireball (DC 17), major image (DC 17), scintillating sphere (DC 17), vampiric touch
2nd - blur, darkness, flaming sphere (DC 16), minor image, scorching ray
1st - mage armour, magic missile (2), ray of enfeeblement, shield
0 - detect magic (2), flare (DC 14), ghost sound (DC 14)

Abilities Str 12, Dex 16, Con 15, Int 17, Wis 13, Cha 12
Feats Combat Casting, Craft Wand, Multiattack, Scribe Scroll, Spell Focus (evocation), Spell Focus (illusion)
Skills
Concentration +13, Hide +8, Knowledge (arcana) +14, Knowledge (planes) +14, Move Silently +9, Spellcraft +16
Possessions combat gear

Immunity to Spells (Su) Arcanist varrangoins ignore the effects of spells and spell-like abilities of 3rd level or lower, just as if the spellcaster had failed to overcome spell resistance. Arcanist varrangoins can deactivate or activate this ability as a free action.

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds an arcanist varrangoin for 1 round. On subsequent rounds, it is dazzled as long as it remains in the affected area.

Poison (Ex) Injury, Fort DC 16, initial and secondary damage 1D6 Dex.

The Demonweb:

Use the map of the first visit to the Demonweb for this scenario. Ignore all passages that lead to planar portals. These can instead lead to new encounter areas or dead ends as the DM sees fit. The way to meet Lolth is to descend into the lower Demonweb Pits by means of the Black Gate.

Each location encounter is listed below, with details as to how it varies from the published scenario.

Arrival Chamber:

There is no way out of this chamber without the express permission of Lolth. Creatures are not normally meant to leave the Demonweb (as befits a spider goddess). The dwarf beard ring was left by a dwarf sacrificed to Lolth by sending him into the Demonweb.

The Demon Shrine:

There is no small horn icon to be found here.

Hall of the Great Web:

There are no changes to this area.

The Fane of Ardvalce (Fane of Eclavdra):

Ardvalce is the Therran version of Eclavdra, the Chosen of Lolth, commanded by Lolth to serve her personally in the netherplanes. The epic cleric is second only to Lolth in the hierarchy of the drow pantheon, and she has served in this capacity for over 500 years. Ardvalce served as the highest priestess on the surface during the War of the Gem, but she fled with her mistress into hiding when the gods were released from Slumber. Instead, she was tasked with guarding Lolth while the Spider Queen went into hibernation in the heart of the Demonweb Pits in order to cast off her mantle of divinity and hide from the gods. It was Ardvalce who awakened Lolth when she learned of the coup being conducted by House Vrielsevri.

Since then, Ardvalce has been tasked by Lolth to guard the Demonweb Pits and to be her personal representative to Therra and the rest of the multiverse.

The Fane of Ardvalce is exactly as set forth in the Fane of Eclavdra, including the fact that there are underground barracks below the Fane that hold another 23 drow fighters (Fighter 4) and 2 captains (Fighter 8). These barracks are accessible via a stairway descending from the ground floor of the Patrol Tower 50 ft to a large underground chamber that also holds stores and provisions for the Fane, including a magical fount that provides a continuous flow of water. These drow are off duty and without their breastplates on. In times of crisis, they will come up with only their weapons and shields. It will take 4 rounds for these drow to arm themselves and then they will have to ascend the stairs. The drow captains always wear their elven chainmail, and so will be armoured when they ascend the stairs.

DROW CAPTAIN CR 9
Male drow Fighter 8
CE Medium humanoid (elf)
Init +8; Senses Blind-Fight, darkvision 120 ft, Search check within 5 ft of secret door; Listen +8, Spot +10
Languages Elven, Abyssal, Draconic, Drow Sign Language, Terran,Undercommon

AC 22, touch 14, flat-footed 18; Combat Expertise
hp 68 (8 HD)
Immune poison, sleep
SR 19
Weakness light blindness
Fort +9, Ref +6, Will +3 (+5 vs spells and spell-like abilities); +2 vs enchantments

Spd 30 ft (6 squares)
Melee +1 drowcraft shortsword +15/+10 (1D6+7)
Ranged mwk hand crossbow +14/+9 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +8; Grp +12
Atk Options Combat Expertise
Combat Gear +1 drowcraft shortsword, masterwork hand crossbow, crossbow bolts (20), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (3), potion of haste (CL 5), oil of darkness (CL 3)
Spell-Like Abilities (CL 8):
1/day - dancing lights, darkness, faerie fire

Abilities Str 18, Dex 19, Con 16, Int 14, Wis 12, Cha 11
Feats Alertness, Blind-Fight, Combat Expertise, Greater Weapon Focus (shortsword), Hand Crossbow Focus, Improved Initiative, Weapon Focus (shortsword), Weapon Specialization (shortsword)
Skills
Bluff +3, Intimidate +4, Jump +8, Listen +8, Search +9, Spot +10
Possessions combat gear, +1 drowcraft elven chainmail, +1 buckler, periapt of proof against poison, 220 pp, 150 gp, iron pyramid teleportation key

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

DROW FIGHTER CR 5
Male drow Fighter 4
CE Medium humanoid (elf)
Init +3; Senses Blind-Fight, darkvision 120 ft, Search check within 5 ft of secret door; Listen +6, Spot +6
Languages Elven, Abyssal, Draconic, Drow Sign Language, Undercommon

AC 21, touch 13, flat-footed 18; Combat Expertise
hp 27 (4 HD)
Immune sleep
SR 15
Weakness light blindness
Fort +7, Ref +4, Will +4 (+6 vs spells and spell-like abilities); +2 vs enchantments

Spd 20 ft (4 squares)
Melee mwk rapier +7 (1D6+2)
Ranged mwk hand crossbow +8 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +4; Grp +6
Atk Options Combat Expertise
Special Actions Combat Reflexes
Combat Gear masterwork rapier, masterwork hand crossbow, crossbow bolts (20), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (2)
Spell-Like Abilities (CL 4):
1/day - dancing lights, darkness, faerie fire

Abilities Str 15, Dex 17, Con 12, Int 16, Wis 13, Cha 13
Feats Blind-Fight, Combat Expertise, Combat Reflexes, Great Fortitude, Iron Will
Skills
Climb +3, Intimidate +8, Jump +7, Listen +6, Search +7, Sense Motive +4, Spot +6
Possessions combat gear, +1 drowcraft breastplate, +1 drowcraft light steel shield, 90 gp

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

The whip priestesses' statistics are presented below. Some changes have been made to better rationalize their status and name. Some spells have also been changed.

WHIP PRIESTESSES CR 10
Female drow Cleric 9
CE Medium humanoid (elf)
Init +5; Senses darkvision 120 ft, Search check within 5 ft of secret door; Listen +8, Spot +8
Languages Elven, Abyssal, Drow Sign Language, Undercommon

AC 20, touch 11, flat-footed 19; Combat Expertise
hp 52 (9 HD)
Immune sleep
SR 20
Weakness light blindness
Fort +7, Ref +4, Will +10 (+12 vs spells and spell-like abilities); +2 vs enchantments

Spd 20 ft (4 squares)
Melee +1 shock scourge +9/+4 (1D8+3 plus 1D6 electricity)
Space 5 ft; Reach 5 ft
Base Atk +6; Grp +8
Atk Options Combat Expertise, Improved Disarm, smite (1/day, +4 attack bonus, +9 damage)
Special Actions rebuke undead (6/day, +2 synergy bonus)
Combat Gear +1 shock scourge, potion of remove disease (CL 5), potion of remove paralysis (CL 3), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (3)
Spell-Like Abilities (CL 9):
1/day - dancing lights, darkness, faerie fire
Cleric Spells Prepared (CL 9, melee touch +8, ranged touch +7):
5th - flame strike (DC 19), mass inflict light wounds
(d) (DC 19)
4th - confusion
(d) (DC 18), contingent energy resistance, cure critical wounds, dread blast (evil, DC 18)
3rd - bestow curse (DC 17), blindness/deafness (DC 17), contagion
(d) (evil, DC 17), dispel magic, magic circle against good (evil)
2nd - cure moderate wounds, death knell (evil, DC 16), hold person (DC 16), invisibility
(d), sound burst (DC 16), spiritual weapon
1st - bane (DC 15), cure light wounds, deathwatch (evil), divine favour, inflict light wounds
(d) (DC 15)
0 - cure minor wounds, detect poison, guidance, mending, purify food and drink, resistance
Domains Destruction (1/day, +4 attack bonus, +9 damage), Evil (+1 CL evil spells), Trickery (Bluff, Disguise, Hide class skills)

Abilities Str 15, Dex 13, Con 12, Int 15, Wis 19, Cha 17
Feats Combat Expertise, Exotic Weapon Proficiency (scourge), Improved Disarm, Improved Initiative
Skills
Bluff +6, Concentration +15, Diplomacy +7, Disguise +5 (+7 acting), Intimidate +5, Jump +3, Knowledge (religion) +7, Listen +8, Search +6, Sense Motive +8, Spot +8
Possessions combat gear, +1 drowcraft breastplate, +1 drowcraft heavy steel shield, masterwork potion belt, silver unholy symbol to Lolth, spell component pouch, 80 pp, bronze star teleportation key (Treason has a blue cube teleportation key)

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

The subpriestesses are presented below, with only a few changes.

SUBPRIESTESSES CR 6
Female drow Cleric 5
CE Medium humanoid (elf)
Init +1; Senses darkvision 120 ft, Search check within 5 ft of secret door; Listen +4, Spot +4
Languages Elven, Drow Sign Language, Undercommon

AC 18, touch 11, flat-footed 17; Combat Expertise
hp 28 (5 HD)
Immune sleep
SR 16
Weakness light blindness
Fort +5, Ref +2, Will +8 (+10 vs spells and spell-like abilities); +2 vs enchantments

Spd 20 ft (4 squares)
Melee mwk heavy mace +6 (1D8+2)
Space 5 ft; Reach 5 ft
Base Atk +3; Grp +5
Atk Options Combat Expertise, smite (1/day, +4 attack bonus, +5 damage)
Special Actions rebuke undead (6/day, +2 synergy bonus)
Combat Gear masterwork heavy mace, potion of cure light wounds (CL 1), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (3)
Spell-Like Abilities (CL 5):
1/day - dancing lights, darkness, faerie fire
Cleric Spells Prepared (CL 5, melee touch +5, ranged touch +4):
3rd - blindness/deafness (DC 17), contagion
(d) (evil, DC 17), dispel magic
2nd - cure moderate wounds, invisibility
(d), sound burst (DC 16), spiritual weapon
1st - bless, cure light wounds, divine favour, inflict light wounds
(d) (DC 15), protection from good (evil)
0 - cure minor wounds, detect poison, guidance, purify food and drink, resistance
Domains Destruction (1/day, +4 attack bonus, +9 damage), Trickery (Bluff, Disguise, Hide class skills)

Abilities Str 15, Dex 13, Con 12, Int 15, Wis 18, Cha 17
Feats Combat Casting, Combat Expertise
Skills
Bluff +4, Concentration +9, Knowledge (religion) +9, spellcraft +10
Possessions combat gear, breastplate, heavy steel shield, iron unholy symbol to Lolth, spell component pouch, 10 pp

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

Eccozt is the subcommander of the Fane, second to Ardvalce as far as the Fane is concerned.

ECCOZT CR 13
Male half-fiend drow Fighter 4/Rogue 3/Blackguard 3
CE Medium outsider (augmented humanoid [elf])
Init +9; Senses darkvision 120 ft, Search check within 5 ft of secret door, trapfinding; Listen +13, Spot +13
Aura despair (10 ft, -2 saves), evil
Languages Elven, Abyssal, Draconic, Drow Sign Language, Dwarven, Goblin, Undercommon


AC 21, touch 15, flat-footed 16; trap sense +1
hp 78 (10 HD); DR 5/magic
Immune poison, sleep
Resist acid 10, cold 10, electricity 10, fire 10; SR 21
Weakness light blindness
Fort +11, Ref +11, Will +7 (+9 vs spells and spell-like abilities); +2 vs enchantments, evasion, trap sense +1

Spd 30 ft (6 squares), fly 30 ft (average) (6 squares)
Melee +2 drowcraft rapier +17/+12 (1D6+8) and bite +10 (1D6+3)
Melee bite +15 (1D6+3) and 2 claws +10 (1D4+6)
Space 5 ft; Reach 5 ft
Base Atk +9; Grp +15
Atk Options Cleave, Great Cleave, Improved Sunder, Power Attack, sneak attack +2D6, smite good (1/day, +1 attack, +3 damage), smite good (1/day, +10 damage)
Special Actions Combat Reflexes, rebuke undead (4/day, +2 synergy bonus)
Combat Gear +2 drowcraft rapier, drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (4)
Spell-Like Abilities (CL 10):
At will - detect good
4/day - darkness
3/day - poison (DC 18)
1/day - contagion (evil, DC 15), dancing lights, desecrate (evil), faerie fire, unholy blight (evil, DC 15)
Blackguard Spells Prepared (CL 3, melee touch +15, ranged touch +14):
1st - cure light wounds, protection from good (evil)

Abilities Str 22, Dex 21, Con 15, Int 20, Wis 13, Cha 12
SQ dark blessing (+1 on all saves)
Feats Cleave, Combat Reflexes, Great Cleave, Improved Initiative, Improved Sunder, Iron Will, Power Attack
Skills
Bluff +7, Climb +16, Diplomacy +12, Heal +14, Hide +18, Intimidate +16, Jump +17, Knowledge (religion) +17, Listen +13, Ride +18, Search +16, Sleight of Hand +11, Spot +13, Swim +15, Tumble +14
Possessions combat gear, +1 leather armour, +1 drowcraft buckler, 125 pp, spell component pouch, 125 gp, bronze star teleportation key

Aura of Despair (Su) Enemies within 10 ft of Eccozt take a -2 penalty on all saving throws.

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

Artoresz commands the archers of the Fane. He is a rare drow arcane archer who has taken lore passed down since the drow emigrated underground and applied it to crossbows instead of longbows and shortbows. Such lore is only available to drow elves.

ARTORESZ CR 10
Male drow Fighter 5/Sorcerer 2/Arcane Archer 2
CE Medium humanoid (elf)
Init +4; Senses darkvision 120 ft, Search check within 5 ft of secret door; Listen +16, Spot +16
Languages Elven, Abyssal, Draconic, Drow Sign Language, Goblin, Undercommon


AC 21, touch 14, flat-footed 17
hp 82 (9 HD)
Immune sleep
SR 20
Weakness light blindness
Fort +9, Ref +8, Will +8 (+10 vs spells and spell-like abilities); +2 vs enchantments

Spd 30 ft (6 squares)
Melee mwk rapier +12/+7 (1D6+4)
Ranged +2 light crossbow +14/+9 (1D8+2)
Space 5 ft; Reach 5 ft
Base Atk +7; Grp +11
Atk Options enhance arrow +1, Far Shot, Point Blank Shot, Precise Shot
Special Actions imbue arrow
Combat Gear +2 light crossbow, masterwork rapier, cold iron crossbow bolts (22), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (4)
Spell-Like Abilities (CL 9):
1/day - dancing lights, darkness, faerie fire
Sorcerer Spells Known (CL 2, melee touch +11, ranged touch +11, spell failure 25%):
1st (5/day) - colour spray (DC 12), shocking grasp
0 (6/day) - daze (DC 11), flare (DC 11), ghost sound (DC 11), light, mage hand

Abilities Str 18, Dex 19, Con 15, Int 17, Wis 14, Cha 13
Feats Far Shot, Iron Will, Point Blank Shot, Precise Shot, Rapid Reload, Still Spell, Weapon Focus (light crossbow)
Skills
Concentration +12, Diplomacy +3, Disguise +1 (+3 acting), Intimidate +9, Jump +11, Listen +16, Ride +8, Search +5, Spot +16,
Possessions combat gear, +1 drowcraft chain shirt, +1 drowcraft light steel shield, spell component pouch, 5 pp, 291 gp, silver sphere teleportation key

Enhance Arrow (Su) Every nonmagical bolt Artoresz nocks and lets fly becomes magical, gaining a +1 enhancement bonus.

Imbue Arrow (Sp) artoresz can place colour spray, darkness, faerie fire, or shocking grasp upon a bolt. When the bolt is fired, the spell's area is centered on where the bolt lands, even if the spell's area is centered on where the bolt lands, even if the spell could normally be centered only on the caster. This ability allows him to use the crossbow's range rather than the spell's range. It t akes a standard action to cast the spell and fire the bolt. The bolt must be fired in the round the spell is cast, or the spell is wasted.

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

The spider swarms in the pit are as follows.

TEN-THOUSAND SPIDER SWARM CR 9
Monster Manual IV page 92
Lolth-touched spiders
CE Diminutive magical beast (evil, swarm)
Init +10; Senses darkvision 60 ft, low-light vision; Listen +10, Spot +10
Languages Abyssal


AC 23, touch 23, flat-footed 14
hp 133 (12 HD)
Immune weapon damage, fear
Resist fire 10
Weakness hive mind
Fort +13, Ref +17, Will +7

Spd 30 ft (6 squares), climb 20 ft (4 squares)
Melee swarm (3D6 plus poison)
Space 10 ft; Reach 0 ft
Base Atk +12; Grp -

Abilities Str 7, Dex 22, Con 20, Int 6, Wis 13, Cha 9
SQ distraction, inhabit, swarm traits
Feats Ability Focus (poison), Alertness, Improved Initiative, Iron Will, Toughness
Skills
Hide +19, Listen +10, Move Silently +10, Spot +10

Distraction (Ex) Any living creature that begins its turn with a ten-thousand spider swarm in its space must succeed on a DC 21 Fort save or be nauseated for 1 round.

Hive Mind (Ex) A ten-thousand spider swarm has a hive mind, which makes it susceptible to mind-affecting spells and abilities. For the purposes of such spells, the swarm is a single creature of the magical beast type. Any swarm with at least 12 hp has a hive mind, giving it an Int score of 6. If a swarm is reduced to fewer than 12 hp, it becomes mindless and thus immune to mind-affecting spells and abilities.

Inhabit (Ex) A then-thousand spider swarm can enter the body of a helpless or dead creature by crawling into its mouth and other orifices. Inhabiting requires 1 minute, and the victim must be Small, Medium, or Large (although 4 swarms working together than inhabit a Hiuge creature). The swarm can abandon the body at any time, although doing so requires a full round. Any attack against the host deals half damage to the spider swarm as well, although the swarm's resistances and immunities might negate some or all of the damage.

If a ten-thousand spider swarm inhabits a dead body, it restores animation to the creature and controls its movements, effectively transforming it into a zombie of the appropriate size for as long as the swarm remains inside. If a ten-thousand spider swarm inhabits a living victim, it can neutralize the effect of its own poison and control the victim's movement and actions as if using dominate monster on the victim. The swarm usually quickly consumes the living victim, dealing 2D4 points of Con damage per hour it inhabits a body. A body reduced to Con 0 is dead. The swarm is not required to cause this Con damage.

A ten-thousand spider swarm-inhabited creature is easy to spot, since its skin crawls with the forms of spiders inside. The swarm is intelligent enough to ttempt to hide beneath loose clothing or a large cloak to keep its presence from being detected. The swarm can attempt a Disguise check to conceal its inhabitation of a host, with a -4 penalty in a Small host.

A remove disease or heal spell cast on an inhabited victim forces the swarm to abandon the host.

Poison (Ex) Bite, Fort DC 23, 1D6 Dex/1D6 Dex.

In addition, and most importantly, Ardvalce is present in the tower with her retinue of four drow captains (Fighter 8), two yochlols, and two whip priestesses (Cleric 9). She will be in her tower, on the throne atop her pyramid or dallying in the hammock on the upper floor.

ARDVALCE CR 24
Female drow Cleric 23
CE Medium humanoid (elf)
Init +4; Senses darkvision 120 ft, Search check within 5 ft of secret door; Listen +13, Spot +13
Languages Elven, Abyssal, Draconic, Drow Sign Language, Undercommon


AC 32, touch 17, flat-footed 28
hp 150 (23 HD)
Immune sleep
Resist acid 20; SR 34
Weakness light blindness
Fort +18, Ref +14, Will +24 (+26 vs spells and spell-like abilities); +2 vs enchantments

Spd 30 ft (6 squares)
Melee +7 unholy morningstar +25/+20/+15 (1D8+8 plus 2D6 vs good)
Space 5 ft; Reach 5 ft
Base Atk +17; Grp +18
Atk Options smite (1/day, +4 attack bonus, +23 damage)
Special Actions rebuke undead (4/day, +4 synergy bonus)
Combat Gear +7 unholy morningstar, amulet of the Demonweb Pits *, wand of hold person (CL 10, 40 charges), wand of searing dark (CL 10, 35 charges), wand of cure critical wounds (CL 10, 29 charges), divine scrolls of greater dispel magic (CL 20) (4), divine scrolls of sending (CL 7) (4), antitoxin (2), potion of barkskin +5 (CL 12), potion of tongues (CL 7), potion of remove disease (CL 5), potion of remove curse (CL 5), potion of remove blindness/deafness (CL 5), potion of neutralize poison (CL 7)
Spell-Like Abilities (CL 23):
1/day - dancing lights, darkness, faerie fire
Cleric Spells Prepared (CL 23, melee touch +18, ranged touch +21):
11th - destruction (heightened) (DC 29)
10th - heal (quickened)
9th - energy drain (DC 27), implosion (DC 27), mass heal, sublime revelry, soul bind, time stop
(d)
8th - chain dispel, flame strike (maximized) (DC 23) (3), greater spell immunity, heat drain (DC 26), polymorph any object(d) (DC 26)
7th - blasphemy (DC 25), disintegrate
(d) (DC 25), divine talion (DC 25), wretched blight (evil, DC 25), mass cure serious wounds, mass spell resistance, repulsion (DC 25)
6th - antilife shell, blade barrier (DC 24), demon fire (evil, DC 24), greater dispel magic (2), harm
(d) (DC 24), mass bear's endurance
5th - dispel good
(d) (evil, DC 23), divine agility, flame strike, mass cure light wounds, monstrous regeneration, ray of rust, righteous wrath of the faithful, slay living (DC 23)
4th - air walk, assay spell resistance, confusion
(d) (DC 22), cure critical wounds, divine power, freedom of movement, mass shield of faith, poison (DC 25), touch of the blackened soul
3rd - clutch of Orcus (DC 21), cure serious wounds, magic circle against good
(d), mantle of evil (evil), mass resist energy, mystic lash (evil, DC 21), prayer, sadism (evil), speak with dead (DC 21)
2nd - elation, invisibility
(d), lesser restoration (2), resist energy (2), silence (DC 20), wave of grief (evil, DC 20), zone of truth (DC 20)
1st - bless, cure light wounds (2), entropic shield, knock asunder (chaotic, DC 19), obscuring mist, protection from good
(d) (evil), remove fear, sanctuary (DC 19)
0 - cure minor wounds, know the blood (DC 18), mending, no light, read magic, silver sword
Domains Chaos (+1 CL chaotic spells), Destruction (1/day, +4 attack bonus, +23 damage), Evil (+1 CL evil spells), Trickery (Bluff, Disguise, Hide class skills)

Abilities Str 13, Dex 18, Con 14, Int 17, Wis 26, Cha 12
Feats Scribe Scroll, Brew Potion, Combat Casting, Craft Wand, Heighten Spell, Maximize Spell, Quicken Spell, Improved Spell Capacity (10th), Improved Spell Capacity (11th)
Skills
Concentration +28, Knowledge (planes) +29, Knowledge (religion) +29, Listen +13, Search +5, Spellcraft +29, Spot +13, Survival +8 (+12 on other planes)
Possessions combat gear, +5 drowcraft elven chainmail, +3 drowcraft heavy steel shield, periapt of wisdom +6, cloak of resistance +3, ring of major energy resistance (acid), ring of blinking *, ring of protection +3, rod of absorption (24 levels of absorption remaining, 6 levels of spells currently absorbed), spell component pouch, platinum, ruby and diamond unholy symbol to Lolth (worth 50000 gp), diamond dust worth 20000 gp, black sapphire worth 20000gp, masterwork potion belt, scroll case.

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

* this item is not worn or used when in the Demonweb Pits as it does not function there


Wand of Searing Dark This ebony wand is made from black crystal. It functions like a normal wand, but casts a unique spell searing darkness. This spell operates exactly like searing light except it emits unholy darkness that functions like negative energy with regard to undead.

Faint Abjuration and Necromancy; CL 10; Craft wand, searing light, deeper darkness, evil alignment; 22500 gp; 900 XP


Amulet of the Demonweb Pits (Major Artifact) This token of Lolth's ultimate favour allows its user to cast the epic spell crown of vermin 2/day as a 30th level caster. The vermin are made of spiders of every variety. In shape, the amulet appears as a spider of deepest ebony with tiny fiery red eyespots that provide illumination within 30 ft if the wearer desires.

Overwhelming Conjuration; CL 30

YOCHLOL CR 8
Fiendish Codex I page 54
CE Medium outsider (chaotic, evil, shapechanger)
Init +6; Senses darkvision 60 ft; Listen +15, Spot +15
Languages Abyssal, Elven, Undercommon; telepathy 100 ft


AC 21, touch 21, flat-footed 15; Combat Expertise
hp 95 (10 HD); DR 10/magic
Immune acid, electricity, mind-affecting spells and effects, poison
Resist cold 10, fire 10; SR 19
Fort +12, Ref +13, Will +9

Spd 30 ft (6 squares)
Melee 8 tendrils +16 (1D4+4)
Space 5 ft; Reach 5 ft
Base Atk +10; Grp +14
Atk Options Combat Expertise
Spell-Like Abilities (CL 10):
At will - detect thoughts (DC 17), dominate person (DC 20), darkness, desecrate (evil), greater teleport (self plus 50 lbs of objects only), spider climb, stone shape, web (DC 17)

Abilities Str 19, Dex 22, Con 20, Int 18, Wis 15, Cha 20
SQ gaseous form, humanoid form, Lolth's favour, mind blank, rapid shapeshifter, spider form
Feats Combat Casting, Combat Expertise, Exotic Weapon (hand crossbow), Persuasive, Weapon Finesse
Skills
Bluff +20, Concentration +18, Diplomacy +22, Hide +19, Intimidate +22, Knowledge (arcana) +17, Knowledge (planes) +17, Knowledge (religion) +17, Listen +15, Move Silently +19, Sense Motive +15, Spot +15

Gaseous Form (Su) A yochlol can assume gaseous form, appearing as a roiling cloud of oily green smoke. In this form, a yochlol's statistics do not change, although it is treated as if under the effects of a gaseous form spell that cannot be dispelled. A gaseous yochlol can use contact other plane at will as an additional spell-like ability. Any creature sharing the same square as a gaseous yochlol at the end of that creature's turn is affected as if by a stinking cloud spell (DC 20).

Humanoid Form (Su) A yochlol can assume the form of a hauntingly beautiful human or elf (usually drow) woman. It has only a little flexibility in altering its specific appearance, and as a result can't use this ability to disguise itself as a specific individual. This ability functions like the change shape ability.

Yochlols are nude when they initially assume humanoid form, so they often wait to assume this form until they have equipment and weapons ready. Yochlols in human form cannot make tendril attacks. Yochlols are proficient with all simple and martial weapons, but they prefer to use weapons such as rapiers to take advantage of Weapon Finesse.

Lolth's Favour (Su) As a handmaiden of Lolth, a yochlol receives the Spider Queen's favour in the form of a deflection bonus to its AC equal to its Cha bonus. It does not retain the bonus while in humanoid form, but it does retain the bonus on its gaseous and spider forms. This bonus is included in the above statistics.

Mind Blank (Su) A yochlol is protected at all times by the equivalent of a mind blank spell. This effect cannot be dispelled.

Rapid Shapeshifter (Ex) A yochlol can shift between its four forms with astounding speed. Changing shape is a swift action that the yochlol can perform as often as once per round.

Spider Form (Su) A yochlol can assume spider form, appearing as a Medium monstrous black widow spider. It retains all of its base statistics but gains a climb speed of 30 ft. It loses its tendril attacks but gains a bite attack (+16 melee, 1D6+6 plus poison [DC 20, 1D6 Con/2D6 Con]). This ability functions like the change shape ability.

D1 - Chwidencha (EL 22):

The chwidencha that dwells here is a massive advanced specimen that has been fully corrupted by the malign energies of the Demonweb Pits.

ADVANCED CORRUPTED BY THE DEMONWEB LOLTH-TOUCHED FIENDISH CHWIDENCHA CR 22
Fiend Folio page 34, Expedition to the Demonweb Pits page 190, Monster Manual IV page 92
CE Huge aberration
Init +7; Senses darkvision 60 ft, tremorsense 60 ft; Listen +7, Spot +7
Languages Undercommon (understood but not spoken)


AC 32, touch 11, flat-footed 29; Dodge
hp 594 (36 HD); DR 10/cold iron and good or 10/magic; fast healing 10 (while in Demonweb Pits)
Immune electricity, fear
Resist cold 10, fire 10; SR 25
Fort +28 (+32 vs posion), Ref +19, Will +23

Spd 30 ft (6 squares), burrow 30 ft (6 squares)
Melee 4 leg rakes +39 (2D6+13/19-20)
Space 15 ft; Reach 10 ft
Base Atk +27; Grp +48
Atk Options improved grab
Special Actions Combat Reflexes, constrict 5D6+19, smite good (1/day, +20 damage)

Abilities Str 36, Dex 16, Con 34, Int 4, Wis 14, Cha 5
SQ leg regeneration
Feats Alertness, Combat Reflexes, Dodge, Great Fortitude, Improved Critical (leg rake), Improved Initiative, Improved Natural Armour, Iron Will, Lightning Reflexes, Tunnel Fighting, Weapon Focus (leg rake)
Skills
Climb +16, Hide +11, Listen +7, Move Silently +14, Spot +7

Constrict (Ex) With a successful grapple check, a chwidencha can crush a grabbed opponent, dealing 5D6+19 points of bludgeoning damage.

Improved Grab (Ex) A chwidencha must hit an opponent of up to Medium size with two or more leg rake attacks. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and can constrict its opponent as well as deal automatic leg rake damage.

Leg Regeneration (Ex) Foes can attack a chwidencha's legs, but only when those appendages are holding an opponent. A leg has an AC of 19 touch 12) and can take 20 points of damage. The loss of a leg does not harm the creature (that is, the damage does not apply against its hp total), and the chwidencha regrows the limb within a day.

There is no treasure in its lair.

D2 - Blacklight Rookery (EL 21):

There are five advanced sporebats here in the rookery.

ADVANCED SPOREBATS (5) CR 16
Fiend Folio page 161
N Large plant
Init +9; Senses darkvision 60 ft, low-light vision; Listen +12, Spot +30
Languages Sporebat


AC 16, touch 14, flat-footed 11; Dodge, Mobility; Miss Chance 50% camouflage
hp 332 (35 HD)
Immune fire
Fort +24, Ref +18, Will +13

Spd 5 ft (1 square), fly 60 ft (good) (12 squares); Hover
Melee 2 claws +31 (1D8+6) and tail rake +29 (1D8+3)
Ranged enervation ray +30 touch (enervation)
Space 10 ft; Reach 5 ft
Base Atk +26; Grp +35
Atk Options Cleave, Power Attack
Special Actions Flyby Attack, Improved Flyby Attack

Abilities Str 22, Dex 20, Con 20, Int 8, Wis 11, Cha 7
SQ camouflage, plant traits, silent
Feats Alertness, Cleave, Dodge, Flyby Attack, Hover, Improved Flyby Attack, Improved Intiative, Improved Natural Attack (claw), Improved Natural Attack (tail rake), Mobility, Multiattack, Power Attack
Skills
Listen +12, Spot +30

Camouflage (Ex) During any condition of natural illumination other than daylight, a sporebat can disappear into the shadows, giving it total concealment (50% miss chance).

Enervation Ray (Su) A sporebat can fire a brown enervation ray every other round at any target within 150 ft. Its effect is as an enervation spell (CL 12, DC 25)

Silent (Ex) Sporebats move with absolute silence and make no noise.

There is no tree icon to be found here.

D3 - Shifting Spiders (EL 18):

These are not the traditional phase spiders, since the Ethereal Plane does not border the Demonweb Pits. Instead, these spiders were born of the stuff of the demiplane, and when they phase out, they are actually returning to the fabric of the demiplane itself. The effect of this is exactly the same as their normal ethereal jaunt ability (a DC 20 Knowledge [arcana] check can determine that something is different about their phasing, and a DC 30 check can reveal the details of the difference).

ADVANCED HALF-FIEND LOLTH-TOUCHED PHASE SPIDERS (6) CR 13
Monster Manual IV page 92
CE Huge outsider (augmented magical beast, native)
Init +9; Senses darkvision 60 ft, low-light vision; Listen +16, Spot +19


AC 21, touch 13, flat-footed 16
hp 207 (15 HD); DR 10/magic
Immune fear, poison
Resist acid 10, cold 10, electricity 10, fire 10; SR 25
Fort +18, Ref +14, Will +6

Spd 40 ft (8 squares), fly 40 ft (average) (8 squares), climb 20 ft (4 squares)
Melee bite +26 (3D6+13 plus poison) and 2 claws +24 (2D6+6)
Space 15 ft; Reach 10 ft
Base Atk +15; Grp +36
Special Actions Demonweb jaunt, smite good (1/day, +15 damage)
Spell-Like Abilities (CL 15):
3/day - darkness, poison (DC 18), unholy aura (evil, DC 19)
1/day - blasphemy (evil, DC 18), contagion (evil, DC 15), desecrate (evil), horrid wilting (DC 19), unhallow, unholy blight (evil, DC 15)

Abilities Str 36, Dex 20, Con 28, Int 11, Wis 13, Cha 12
Feats Ability Focus (poison), Improved Initiative, Improved Natural Armour, Improved Natural Attack (bite), Improved Natural Attack (claw), Multiattack
Skills
Climb +20, Escape Artist +14, Hide +14, Jump +21, Knowledge (planes) +5, Listen +16, Move Silently +23, Search +9, Sense Motive +10, Spot +19, Tumble +14

Demonweb Jaunt (Su) A phase spider can shift into the fabric of the Demonweb Pits as a free action, and shift back again as a move action (or during a move action). The ability is otherwise identical with ethereal jaunt (CL 15).

Poison (Ex) Injury, Fort DC 25, initial and secondary damage 1D8 Con.

D4 - Priestess and Acolyte (EL 19):

Lissondra and Bon Amejdoss have their laboratory here. They have two hezrou demons they encountered in a distant part of the Demonweb. The two convinced the Hezrou to return here with them to help in their experiments, promising that Lolth would reward them if they were instrumental in finding a way to strengthen the quality of Lolth's spiders.

The experimenters are willing to parley with visitors or intruders if a DC 20 Diplomacy check is made or if they are bribed with 2000 gp or more, as they feel it is not their duty to act as soldiers or guards. To this end, they will try to direct intruders or visitors to the Fane to speak with Ardvalce. If asked how to find Lolth, they will mention that she dwells beyond the Black Gate. If asked how to get beyond the Black Gate, they will mention the existence of the platinum key in the possession of the Chosen of Lolth at the Fane.

LISSONDRA CR 15
Female drow Cleric 14
CE Medium humanoid (elf)
Init +5; Senses darkvision 120 ft, Search check within 5 ft of secret door; Listen +6, Spot +8
Languages Elven, Abyssal, Draconic, Drow Sign Language, Undercommon

AC 19, touch 13, flat-footed 18
hp 80 (14 HD)
Immune sleep
SR 25
Weakness light blindness
Fort +12, Ref +5, Will +13 (+15 vs spells and spell-like abilities); +2 vs enchantments

Spd 20 ft (4 squares)
Melee +1 drowcraft heavy mace +13/+8 (1D8+3)
Ranged +1 hand crossbow +13/+8 (1D4+1)
Space 5 ft; Reach 5 ft
Base Atk +10; Grp +12
Special Actions rebuke undead (6/day, +2 synergy bonus)
Combat Gear +1 drowcraft heavy mace, +1 hand crossbow, wand of onscruing mist (CL 1, 8 charges), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (4)
Spell-Like Abilities (CL 14):
1/day - dancing lights, darkness, faerie fire
Cleric Spells Prepared (CL 14, melee touch +12, ranged touch +11):
7th - destruction (DC 21), disintegrate
(d) (DC 21), wretched blight (evil, DC 21)
6th - harm
(d) (DC 20), heal, superior resistance, thousand needles (evil, DC 20)
5th - flame strike (DC 19), frostbite (DC 19), mass inflict light wounds
(d) (DC 19), slay living (DC 19)
4th - cure critical wounds, freedom of movement (2), freeze armour (DC 18), panacea, unholy blight
(d) (evil, DC 18)
3rd - blindness/deafness (DC 17), cure serious wounds, dispel magic, divine speed, magic circle against good
(d) (evil), nauseating breath (DC 17)
2nd - bear's endurance, dark aura, hold person (DC 16), resist energy (2), shatter
(d) (DC 16), sound burst (DC 16)
1st - bane (DC 14), bless, cure light wounds (2), divine favour, entropic shield, protection from good
(d) (evil)
0 - create water, cure minor wounds (2), guidance, resistance (2)
Domains Chaos (+1 CL chaotic spells), Destruction (1/day, +3 attack bonus, +14 damage), Evil (+1 CL evil spells), Trickery (Bluff, Disguise, Hide class skills)

Abilities Str 14, Dex 12, Con 12, Int 15, Wis 19, Cha 16
Feats Combat Casting, Divine Vigour, Great Fortitude, Hand Crossbow Focus, Improved Initiative
Skills
Concentration + 15, Craft (alchemy) +11, Heal +13, Hide +8, Knowledge (arcana) +5, Knowledge (planes) +11, Knowledge (religion) +12, Listen +6, Search +4, Spellcraft +4, Spot +8, Survival +4 (+6 following tracks, +2 bonus on other planes)
Possessions combat gear, ring of counterspells (silence), +1 drowcraft breastplate, cloak of protection +2 (as ring), 40 gp, spell component pouch, silver unholy symbol to Lolth, silver sphere teleportation key

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

BON AMEJDOSS CR 15
Male tiefling Sorcerer 5/Acolyte of the Skin 10
CE Medium outsider (native)
Init +4; Senses darkvision 120 ft; Listen +4, Spot +9
Languages Undercommon, Abyssal, Draconic, Infernal, Orc


AC 20, touch 14, flat-footed 16
hp 116 (17 HD); DR 10/good
Resist cold 10, electricity 5, fire 10
Fort +11, Ref +10, Will +13

Spd 30 ft (6 squares)
Melee +1 longspear +10/+5 (1D8+2)
Space 5 ft; Reach 5 ft (10 ft with longspear)
Base Atk +10; Grp +10
Special Actions fiendish glare 1/day (DC 23), glare of the pit 1/day, summon fiend 1/day (demon)
Combat Gear +1 longspear, arcane scroll of lightning bolt, nondetection, magic missile, and rope trick (CL 5), arcane scroll of dispel magic (CL 5)
Spell-Like Abilities (CL 15):
2/day - poison (DC 19)
1/day - darkness
Sorcerer Spells Known (CL 10, melee touch +10, ranged touch +13):
5th (3/day) - arc of lightning (DC 18)
4th (5/day) - force missiles, orb of acid (DC 17)
3rd (7/day) - fireball (DC 16), fly, lightning bolt (DC 16)
2nd (7/day) - blindness/deafness (DC 15), invisibility, minor image (DC 15), mirror image
1st (7/day) - detect secret doors, jump, mage armour *, shocking grasp, true strike
0 (6/day) - detect magic, detect poison, disrupt undead, light, mage hand, open/close, prestidigitation, ray of frost, resistance

Abilities Str 10, Dex 19, Con 16, Int 16, Wis 14, Cha 16
Feats Combat Casting, Energy Substitution (cold), Lightning Reflexes, Scribe Scroll, Sculpt Spell, Still Spell
Skills
Bluff +12, Concentration +17, Hide +9, Intimidate +12, Knowledge (arcana) +12, Knowledge (planes) +12, Listen +2, Move Silently +5, Open Lock +5, Spellcraft +15, Spot +9, Survival +2 (+4 on other planes)
Possessions combat gear, spell component pouch

Fiendish Glare (Su) An acolyte of the skin has the supernatural ability to unnerve opponents with a ferocious glare 1/day. This is not a gaze attack, and the target need not meet the acolyte's eyes or even see the acolyte (although the acolyte must have line of effect to the target). Glaring is a standard action that affects any creature the acolyte can see within 100 ft. The target becomes shaken for 10 minutes, and must also attempt a Will save or be stunned. The duration of the stun depends on the target's hit points:

50 or less = 10 rounds
51-100 = 3 rounds
101-150 = 2 rounds
151+ = 1 round
Fiendish glare is a mind-affecting fear effect.

Glare of the Pit (Su) An acolyte of the skin has the supernatural ability to produce fiery rays from his eyes. Once per day as a standard action, he can project two rays (one from each eye) with a range of 100 ft. Each ray requires a ranged touch attack to hit and deals 8D6 points of fire damage. The rays can be aimed at two different targets within range, but the target of each ray must be designated simultaneously.

Summon Fiend (Sp) An acolyte learns to draw on another power of his fiendish skin. 1/day he can summon a babau demon. The summoned creature does the acolyte's bidding, but it automatically returns whence it came after 1 hour. A summoned creature cannot use any innate summoning abilities it might have. This effect is cast at 10th level.

* this spell is always cast and is reflected in the above statistics

ADVANCED HEZROUS (2) CR 14
CE Large outsider (chaotic, evil, tanar'ri)
Init +0; Senses Blind-Fight, darkvision 60 ft; Listen +28, Spot +28
Aura stench
Languages Abyssal, Celestial, Draconic; telepathy 100 ft


AC 23, touch 9, flat-footed 23
hp 221 (15 HD); DR 10/good
Immune electricity, poison
Resist acid 10, cold 10, fire 10; SR 19
Fort +17, Ref +11, Will +12

Spd 30 ft (6 squares)
Melee bite +19 (4D4+5) and 2 claws +17 (1D8+2)
Space 10 ft; Reach 10 ft
Base Atk +15; Grp +24
Atk Options Cleave, improved grab, Power Attack
Special Actions summon demon
Spell-Like Abilities (CL 13):
At will - chaos hammer (chaotic, DC 18), greater teleport (self plus 50 lbs of objects only), unholy blight (evil, DC 18)
3/day - blasphemy (evil, DC 21), gaseous form

Abilities Str 21, Dex 10, Con 30, Int 14, Wis 14, Cha 18
Feats Blind-Fight, Cleave, Multiattack, Power Attack, Toughness
Skills
Climb +23, Concentration +28, Hide +18, Escape Artist +18, Intimidate +22, Listen +28, Move Silently +18, Search +20, Spellcraft +20, Spot +28, Survival +2 (+4 following tracks), Use Rope +0 (+2 with bindings)

Improved Grab (Ex) To use this ability, a hezrou must hit with both claw attacks. It can then attempt to start a grapple as a free action without provoking an attack of opportunity.

Stench (Ex) A hezrou’s skin produces a foul-smelling, toxic liquid whenever it fights. Any living creature (except other demons) within 10 ft must succeed on a DC 27 Fort save or be nauseated for as long as it remains within the affected area and for 1D4 rounds afterward. Creatures that successfully save are sickened for as long as they remain in the area. A creature that successfully saves cannot be affected again by the same hezrou’s stench for 24 hours. A delay poison or neutralize poison spell removes either condition from one creature. Creatures that have immunity to poison are unaffected, and creatures resistant to poison receive their normal bonus on their saving throws.

Summon Demon (Sp) Once per day a hezrou can attempt to summon 4D10 dretches or another hezrou with a 35% chance of success. This ability is the equivalent of a 4th level spell.

D5 - Abyssal Spiders (EL 11-14):

These encounters will involve 1D3 of these spiders.

GARGANTUAN LOLTH-TOUCHED FIENDISH MONSTROUS SPIDER CR 11
Monster Manual IV page 92
CE Gargantuan magical beast (augmented vermin)
Init +3; Senses darkvision 60 ft, tremorsense 60 ft; Spot +4


AC 19, touch 9, flat-footed 16
hp 152 (16 HD); DR 10/magic
Immune fear
Resist cold 10, fire 10; SR 21
Fort +15, Ref +8, Will +5

Spd 30 ft (6 squares), climb 20 ft (4 squares)
Melee bite +18 (2D8+13 plus poison)
Space 20 ft; Reach 15 ft
Base Atk +12; Grp +34
Atk Options smite good (1/day, +16 damage)
Special Actions web

Abilities Str 31, Dex 17, Con 20, Int 3, Wis 10, Cha 2
SQ vermin traits
Skills
Climb +17, Hide -1*, Jump +10, Move Silently +7*, Spot +4

Poison (Ex) Injury, Fort DC 23, initial and secondary damage 2D6 Str.

Web (Ex) A spider's web strand can support the spider and one other creature of the same sized.

Spider's can throw a web 8/day. This is similar to an attack with a net, but has a maximum range of 50 ft, with a range increment of 10 ft, and is effective against targets up to one size category larger than the spider.

An entangled creature can escape with a DC 23 Escape Artist check or burst it with a DC 27 Str check. Both are standard actions.

Spider's often create sheets of sticky webbing from 5 to 60 ft square. They usually position these sheets to snare flying creatures but can also try to trap prey on the ground. Approaching creatures must succeed on a DC 20 Spot check to notice a web, otherwise they stumble into it and become trapped as though by a successful web attack. Attempts to escape or burst the webbing gain a +5 bonus if the trapped creature has something to walk on or grab while pulling free. Each 5 ft section has 16 hp and DR 5/-.

A spider can move across its own webs at its climb speed and can pinpoint the location of any creature touching its web.

* +8 bonus on Hide and Move Silently checks when using its web

D6 - Spiderhome: (EL 20):

A total of 18 large bloodsilk spiders dwell here. There is no hammer icon here.

ADVANCED CORRUPTED BY THE DEMONWEB LOLTH-TOUCHED FIENDISH BLOODSILK SPIDERS (18) CR 12
Monster Manual IV page 24, Monster Manual IV page 92, Expedition to the Demonweb Pits page 190
CE Large aberration
Init +1; Senses darkvision 60 ft, tremorsense 60 ft; Listen +0, Spot +4


AC 18, touch 10, flat-footed 17; Dodge, Mobility
hp 152 (12 HD); fast healing 6; DR 10/cold iron and good or 10/magic
Immune electricity, fear
Resist cold 10, fire 10; SR 17
Fort +16 (+18 vs poison), Ref +9, Will +5

Spd 30 ft (6 squares), climb 20 ft (4 squares)
Melee bite +21 (4D6+10)
Space 10 ft; Reach 5 ft
Base Atk +12; Grp +26
Atk Options Power Attack
Special Actions blood drain, smite good (+12 damage)

Abilities Str 31, Dex 13, Con 26, Int 3, Wis 8, Cha 1
Feats Dodge, Mobility, Improved Natural Attack (bite), Iron Will, Power Attack
Skills
Climb +22, Hide +16*, Listen +0, Move Silently +11*, Spot +4

Blood Drain (Su) As a swift action each round, a bloodsilk spider can command its webs to drill into ensnared creatures, drain their blood, and channel it to the spider. The spider must be in contact with its webs to use this ability. A bloodsilk spider's webs deal 1D4 points of damage at the beginning of each round to an opponent entangled in them. This ability does not affect elementals, plants, or creatures that lack a Con score.

A bloodsilk spider gains temporary hp equal to the damage dealt. A bloodsilk spider can gain no more than 10 temporary hp in this fashion. These temorary hp last for up to 24 hours.

Blood Web (Ex) A bloodsilk spider can throw a blood-red web 8/day. This is similar to an attack with a net, but has a maximum range of 50 ft, with a range increment of 10 ft, and is effective against targets up to one size category larger than the spider. The web anchors the target in place, allowing no movement. Attempts to escape or burst the webbing gain a +5 bonus if the trapped creature has something to walk on or grab while pulling free.

An entangled creature can escape with a DC 25 Escape Artist check or burst it with a DC 29 Str check. Both are standard actions. The web has 12 hp and hardness 0. The blood that soaks it gives the web immunity to fire damage, unlike orginary spider webs.

A bloodsilk spider can create sheets of sticky webbing from 5 to 20 ft square. The webs are red with blood drained from its victims, and in some places they drip blood. The spider usually positions these sheets to snare flying creatures but can also try to trap prey on the ground.

Approaching creatures must succeed on a DC 20 Spot check to notice a web, otherwise they stumble into it and become trapped as though by a successful web attack. Attempts to escape or burst the webbing gain a +5 bonus if the trapped creature has something to walk on or grab while pulling free. Each 5 ft section has 12 hp and DR 5/-.

A bloodsilk spider can move across its own webs at its climb speed and can pinpoint the location of any creature touching its web.

* +4 bonus on Hide and +8 bonus on Move Silently checks when in its web

D7 - Palrethee Demons (EL 23):

There is n bronze pyramid token in the stone chest. The magma gate is actually just a very deep pool, some 20 ft deep. It does indeed connect to the Elemental Plane of Fire, but the gate at the bottom is one-way, meaning it allows magma in but creatures cannot leave by that means.

ADVANCED PALRETHEE FIGHTERS (2) CR 19
Monster Manual II page 58
Male palrethee Fighter 9
CE Medium outsider (chaotic, evil, fire, tanar'ri)
Init +3; Senses darkvision 60 ft; Listen +20, Spot +20
Languages Abyssal; telepathy 100 ft


AC 23, touch 13, flat-footed 20; Combat Expertise, Dodge, Mobility
hp 203 (21 HD); DR 10/good
Immune electricity, fire, poison
Resist acid 10; SR 18
Fort +18, Ref +15, Will +14

Spd 30 ft (6 squares)
Melee +1 flaming longsword +28/+23/+18/+13 (1D8+10 plus 1D6 fire/17-20)
Melee 2 slams +26 (1D8+5 plus demonic burn)
Space 5 ft; Reach 5 ft
Base Atk +23; Grp +28
Atk Options Combat Expertise, Mage Slayer, Power Attack
Special Actions Combat Reflexes, Deft Opportunist, summon tanar'ri
Spell-Like Abilities (CL 4):
At will - detect good, detect magic, see invisibility
1/day - fear (30 ft radius, DC14)

Abilities Str 20, Dex 16, Con 18, Int 13, Wis 12, Cha 11
Feats Combat Expertise, Combat Reflexes, Deft Opportunist, Dodge, Improved Critical (longsword), Improved Disarm, Iron Will, Lightning Reflexes, Mage Slayer, Mobility, Power Attack, Weapon Focus (longsword), Weapon Specialization (longsword)
Skills
Bluff +11, Diplomacy +15, Hide +14, Intimidate +11, Jump +15, Knowledge (arcana) +12, Listen +20, Sense Motive +15, Search +12, Spellcraft +14, Spot +20, Tumble +16

Demonic Burn (Ex) A creature hit by a palrethee's slam attack must succeed on a DC 17 Ref save or catch on fire (DMG page 303). The flame burns for 1D4 rounds. A burning creature can take a move action to put out the flame.

Fiery Shield (Sp) A palrethee is wreathed in scorching flames that cause damage to each creature that attacks it with a natural or hand-held melee weapon. Such an attack deals normal damage to the palrethee (assuming its DR is overcome), but at the same time he attacker takes 1D6+8 points of fire damage (SR applies, CL 8). Weapons with exceptional reach, such as longspears, do not endanger their users in this way.

Summon Tanar'ri (Sp) Once per day, a palrethee can attemt to summon another palrethee with a 30% chance of success. This ability iis the equivalent of a 3rd level spell.

ADVANCED CORRUPTED BY THE DEMONWEB LOLTH-TOUCHED INFERNO SPIDER CR 20
Monster Manual IV page 76, Monster Manual IV page 92, Expedition to the Demonweb Pits page 190
CE Gargantuan aberration (augmented elemental), fire
Init +7; Senses Blind-Fight, darkvision 60 ft, tremorsense 60 ft; Listen +16, Spot +16
Languages Ignan


AC 34, touch 9, flat-footed 31; Dodge, Mobility
hp 812 (40 HD); fast healing 10; DR 5/- and 10/cold iron and good
Immune electricity, fear, fire
Fort +29 (+33 vs posion), Ref +25, Will +18 (+20 to resist psionic powers)

Spd 40 ft (8 squares), climb 40 ft (8 squares); Spring Attack
Melee bite +44 (5D6+18 plus caustic poison)
Ranged flame web +29 ranged touch (4D6 fire plus entangle)
Space 20 ft; Reach 15 ft
Base Atk +30; Grp +60
Atk Options Cleave, Greater Cleave, Power Attack
Special Actions Combat Reflexes, Defensive Sweep, Large and in Charge, Spring Attack

Abilities Str 46, Dex 16, Con 36, Int 7, Wis 10, Cha 10
SQ elemental traits, fire shield
Feats Alertness, Blind-Fight, Cleave, Closed Mind, Combat Reflexes, Defensive Sweep, Dodge, Greater Cleave, Improved Initiative, Iron Will, Large and in Charge, Mobility, Overcome Weakness, Power Attack, Spring Attack, Suppress Weakness
Skills
Climb +26 Hide +10, Jump +22, Listen +16, Move Silently +7, Spot +16

Caustic Poison (Ex) Bite, Fort DC 47, 3D6 fire/3D6 fire.

Flame Web (Ex) Inferno spiders can throw a burning web 8/day. This is similar to an attack with a net but has a maximum range increment of 20 ft, and is effective against targets up to one size category larger than the inferno spider. The web anchors the target in place, allowing no movment. Each round, at the end of the inferno spider's turn, an entangled creature takes 2D6 points of fire damage.

An entangled creature can escape the web with a successful DC 47 Escape Artist check or burst it with a DC 51 Str check. The web has 12 hp and a hardness of 5. If any part of the flame web takes 5 or more points of cold damage, the flame is extinguished and the web becomes cold and brittle, reducing the difficulty of the Escape Artist and Str checks by 5.

Fire Shield (Su) An inferno spider's body produces tremendous heat. Any creature that strikes or touches an inferno spider with its body or a weapon, or that grapples an inferno spider, automatically takes 1D6 points of fire damage. A creature takes damage from this ability only 1/turn.

D8 - Whispering Corridor (EL 21):

There are 9 allips here instead of 7. The extra two are in the holes to the southeast and northwest of the whisper demon.

ADVANCED EVOLVED ALLIPS (9) CR 12
Libris Mortis page 53, Libris Mortis page 54, Libris Mortis page 99
Allip Ephemeral Exemplar 3/Lurking Terror 3
NE Medium undead (incorporeal)
Init +6; Senses darkvision 90 ft; Listen +21, Spot +21


AC 21, touch 21, flat-footed 19; Dodge, Mobility; Miss Chance 50% incorporeal
hp 117 (18 HD); fast healing 3
Fort +5, Ref +9, Will +16

Spd fly 30 ft (perfect) (6 squares)
Melee incorporeal touch +11 (1D4 Wis drain)
Space 5 ft; Reach 5 ft
Base Atk +9; Grp -
Special Actions Spring Attack
Spell-Like Abilities (CL 18):
1/day - greater dispel magic

Abilities Str -, Dex 14, Con -, Int 11, Wis 12, Cha 20
SQ hide in plain sight, incorporeal traits, turn resistance +9, undead traits
Feats Dodge, Ghostly Grasp, Improved Initiative, Improved Turn Resistance, Iron Will, Lightning Reflexes, Mobility, Spring Attack
Skills
Hide +21, Intimidate +15, Listen +21, Search +16, Spot +21, Survival +0 (+2 following tracks)

Babble (Su) An allip constantly mutters and whines to itself, creating a hypnotic effect. All sane creatures within 60 ft of the allip must succeed on a DC 25 Will save or be affected as though by a hypnotism spell for 2D4 rounds. This is a sonic mind-affecting compulsion effect.

Creatures that successfully save cannot be affected by the same allip’s babble for 24 hours.

Hide in Plain Sight (Ex) A lurking terror can use the Hide skill even while being observed, as long as it has cover or concealment.

Madness (Su) Anyone targeting an allip with a thought detection, mind control, or telepathic ability makes direct contact with its tortured mind and takes 1D4 points of Wis damage.

Wisdom Drain (Su) An allip causes 1D4 points of Wis drain each time it hits with its incorporeal touch attack. On each such successful attack, it gains 5 temporary hp.

ADVANCED WHISPER DEMON CR 20
Monster Manual IV page 46
Whisper demon Rogue 5
CE Medium outsider (chaotic, evil, incorporeal)
Init +5; Senses darkvision 60 ft, trapfinding; Listen +29, Spot +29
Languages Abyssal, Celestial, Draconic; telepathy 60 ft


AC 21, touch 21, flat-footed 21; Dodge, Mobility, trap sense +1; Miss Chance 50% incorporeal
hp 213 (29 HD); DR 5/cold iron or good
Immune confusion, electricity, hypnotism, insanity, poison, Wis damage, Wis drain
Resist acid 10, cold 10, fire 10
Fort +20, Ref +24, Will +25; evasion, Sadistic Reward, trap sense +1

Spd fly 40 ft (perfect) (8 squares)
Melee 2 incorporeal touches +32 (2D6/19-20)
Space 5 ft; Reach 5 ft
Base Atk +27; Grp -
Atk Options sneak attack +3D6
Special Actions Combat Reflexes, Flyby Attack, Improved Flyby Attack

Abilities Str -, Dex 21, Con 16, Int 10, Wis 6, Cha 22
SQ incorporeal traits
Feats Alertness, Combat Reflexes, Dodge, Flyby Attack, Lightning Reflexes, Improved Critical (incorporeal touch), Improved Flyby Attack, Iron Will, Mobility, Sadistic Reward
Skills
Bluff +36, Diplomacy +10, Disguise +6 (+8 acting), Hide +32, Intimidate +37, Knowledge (planes) +27, Knowledge (religion) +27, Listen +29, Sense Motive +30, Spot +29, Tumble +32, Survival -2 (+2 on other planes)

Create Spawn (Su) A living creature that kills itself within 60 ft of a whisper demon rises as an allip under the whisper demon's control 1 round later. A whisper demon can control up to nine allips it creates. allips created by a whiser demon in excess of this limit arise free-willed.

Maddening Whispers (Su) Any living creature within 60 ft of a whisper demon hears its maddening telepathic whispers and must succeed on a DC 30 Will save or become confused for 1 round. When rolling d% to determine the actions of a creature confused by maddening whispers, on a roll of 51 or higher, instead of the normal confusion result, the creature automatically deals damage to itself equal to its normal melee damage with the weapon it currently wields for its primary natural weapon, whichever deals more damage. A creature that succeeds on the Will save cannot be affected by the same whisper demon's maddening whispers for 1 round.

This ability does not allow a whiser demon to exercise mental control over a creature, and this the protection from evil spell does not provide immunity to this effect. Deamons are immune to a whisper demon's maddening whispers.

Madness (Ex) Whisper demons use their Cha modifier on Will saves instead of their Wis modifier, and they have immunity to confusion and insanity effects. In addition, anyone targeting a whisper demon with a thought detection, mind control, or telepathic ability makes direct contact with its tortured mind and takes 1D4 points of Wis damage.

The trap on the silver door requires a DC 30 Ref save to pull a hand back before it is webbed. A DC 25 Escape artist check can allow the victim to squirm out of the trap.The poison is a DC 24 Fort save. Its CR is 13.

The silver door's lock requires a DC35 Open Lock to pick the lock. It is otherwise a standard magically treated iron door. It can be opened with a knock spell.

D9 - Giant at the Black Gate (EL 22):

The single kastighur is a gargantuan specimen.

ADVANCED KASTIGHUR CR 22
Monster Manual IV page 42
CE Gargantuan outsider (chaotic, evil, tanar'ri)
Init +0; Senses darkvision 60 ft, scent, Track; Listen +39, Spot +39
Aura frightful presence (60 ft, DC 19)
Languages Abyssal, Celestial, Draconic; telepathy 100 ft


AC 26, touch 6, flat-footed 26
hp 507 (35 HD); DR 10/cold iron or good
Immune acid, electricity, poison
Resist cold 10, fire 10; SR 17
Fort +29, Ref +19, Will +20

Spd 30 ft (6 squares)
Melee gore +34 (3D6+12) and 2 slams +34 (2D6+6)
Space 20 ft; Reach 20 ft
Base Atk +26; Grp +50
Atk Options Cleave, fear bolstered, Great Cleave, Power Attack
Special Actions Awesome Blow, Improved Bull Rush, Improved Overrun, Improved Sunder, Large and in Charge, Powerful Charge, stunning charge 6D6+18
Spell-Like Abilities (CL 18):
At will - feather fall, teleport (self only)

Abilities Str 35, Dex 10, Con 30, Int 8, Wis 12, Cha 10
Feats Ability Focus (frightful presence), Awesome Blow, Cleave, Great Cleave, Improved Bull Rush, Improved Multiattack, Improved Overrun, Improved Sunder, Large and in Charge, Multiattack, Power Attack, Powerful Charge, Quicken Spell-Like Ability (teleport), Track
Skills
Concentration +28, Diplomacy +4, Intimidate +38, Knowledge (dungeoneering) +14, Knowledge (nature) +16, Knowledge (planes) +15, Listen +39, Search +18, Sense Motive +33, Spellcraft +18, Spot +39, Survival +19 (+2 on other planes, +2 following tracks, +2 aboveground, +2 underground)
Possessions +2 breastplate

Fear Bolstered (Ex) A kastighur delights in attacking terrified opponents and gains a +2 bonus on attack rolls against shaken, frightened, or panicked creatures.

Frightful Presence (Su) A kastighur can inspire terror by charging or attacking. Affected creatures must succeed on a DC 29 Will save or become shaken, remaining in that condition as long as they remain within 60 ft of the kastighur.

Stunning Charge (Ex) A kastighur typically begins a battle by charging at an opponent. In addition to the normal benefits and hazards of a charge, this allows the kastighur to make a single gore attack with a +36 attack bonus that deals 6D6+18 points of damage. The struck creature must succeed on a DC 39 Fort save or be stunned for 1 round.

If the Kastighur is slain, four ten-thousand spider swarms emerge from the body to attack.

TEN-THOUSAND SPIDER SWARMS (4) CR 9
Monster Manual IV page 92
Lolth-touched spiders
CE Diminutive magical beast (evil, swarm)
Init +10; Senses darkvision 60 ft, low-light vision; Listen +10, Spot +10
Languages Abyssal


AC 23, touch 23, flat-footed 14
hp 133 (12 HD)
Immune weapon damage, fear
Resist fire 10
Weakness hive mind
Fort +13, Ref +17, Will +7

Spd 30 ft (6 squares), climb 20 ft (4 squares)
Melee swarm (3D6 plus poison)
Space 10 ft; Reach 0 ft
Base Atk +12; Grp -

Abilities Str 7, Dex 22, Con 20, Int 6, Wis 13, Cha 9
SQ distraction, inhabit, swarm traits
Feats Ability Focus (poison), Alertness, Improved Initiative, Iron Will, Toughness
Skills
Hide +19, Listen +10, Move Silently +10, Spot +10

Distraction (Ex) Any living creature that begins its turn with a ten-thousand spider swarm in its space must succeed on a DC 21 Fort save or be nauseated for 1 round.

Hive Mind (Ex) A ten-thousand spider swarm has a hive mind, which makes it susceptible to mind-affecting spells and abilities. For the purposes of such spells, the swarm is a single creature of the magical beast type. Any swarm with at least 12 hp has a hive mind, giving it an Int score of 6. If a swarm is reduced to fewer than 12 hp, it becomes mindless and thus immune to mind-affecting spells and abilities.

Inhabit (Ex) A ten-thousand spider swarm can enter the body of a helpless or dead creature by crawling into its mouth and other orifices. Inhabiting requires 1 minute, and the victim must be Small, Medium, or Large (although 4 swarms working together than inhabit a Hiuge creature). The swarm can abandon the body at any time, although doing so requires a full round. Any attack against the host deals half damage to the spider swarm as well, although the swarm's resistances and immunities might negate some or all of the damage.

If a ten-thousand spider swarm inhabits a dead body, it restores animation to the creature and controls its movements, effectively transforming it into a zombie of the appropriate size for as long as the swarm remains inside. If a ten-thousand spider swarm inhabits a living victim, it can neutralize the effect of its own poison and control the victim's movement and actions as if using dominate monster on the victim. The swarm usually quickly consumes the living victim, dealing 2D4 points of Con damage per hour it inhabits a body. A body reduced to Con 0 is dead. The swarm is not required to cause this Con damage.

A ten-thousand spider swarm-inhabited creature is easy to spot, since its skin crawls with the forms of spiders inside. The swarm is intelligent enough to ttempt to hide beneath loose clothing or a large cloak to keep its presence from being detected. The swarm can attempt a Disguise check to conceal its inhabitation of a host, with a -4 penalty in a Small host.

A remove disease or heal spell cast on an inhabited victim forces the swarm to abandon the host.

Poison (Ex) Bite, Fort DC 23, 1D6 Dex/1D6 Dex.

Instead of the warlocks at the gate, there are 2 draegloths, who will certainly cast spells through the gate (see encounter F2 below).

The Demonweb Pits level is as shown on the map on page 117 of the published scenario. However, the Portal to Thanos does not exist, and the Celestial Cyst/Portal to Mount Celestia does not exist either.

F2 - Warlocks Beyond the Gate (EL 20):

As warlocks do not exist outside of the Continent of Sazhansiir in Therra, the two drow warlocks are replaced by draegloths.

There are enchanted portions of the Black Gate that are essentially transparent from this side. These allow the draegloths to see what is happening in the room beyond. What's more, these portions of the Black Gate also grant line of effect from this side to area D9. This means the draegloths can cast spells through the Gate and into area D9. To those in D9, it will appear as if magic is being cast by the Gate itself. However, a DC 35 Spellcraft check will reveal that the spells being cast are originating from behind the Gate and not from the Gate itself.

RUTHENOC CR 19
Drow of the Underdark page 110, Tome of Magic page 111, Tome of Magic page 125
Male draegloth Sorcerer 4/Shadowcaster 3/Noctumancer 7
CE Large outsider (native)
Init +3; Senses Blind-Fight, darkvision 90 ft; Listen +9, Spot +13
Languages Abyssal, Undercommon


AC 21, touch 12, flat-footed 18; Miss Chance Shadow Reflection (50% on AoO only)
hp 106 (20 HD)
Immune poison, sleep
Resist acid 10, cold 10, electricity 10, fire 10
Fort +17, Ref +13, Will +18 (+20 vs enchantments)

Spd 30 ft (6 squares)
Melee 2 claws +16 (2D6+6) and bite +11 (1D8+3)
Melee +1 shadow striking rapier +17/+12/+7 (1D8+6) and bite +11 (1D8+3)
Ranged mwk hand crossbow +14 (1D6)
Space 10 ft; Reach 10 ft
Base Atk +12; Grp +22
Atk Options Cleave, Power Attack
Special Actions capture magic's shadow, eldritch disruption 3/day (DC 20), innate counterspell 2/day
Combat Gear +1 shadow striking rapier, masterwork hand crossbow, crossbow bolts (20), gem of night, wand of ray of enfeeblement (CL 3, 6 charges), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (4)
Spell-Like Abilities (CL 18):
4/day - darkness
1/day - dancing lights, desecrate, faerie fire, unholy blight (evil, DC 18)
Sorcerer Spells Known (CL 15, melee touch +17, ranged touch +14):
5th (4/day) - greater fireburst (DC 19), undying vigour of the dragonlords
4th (7/day) - enervation, orb of electricity (DC 18), resilient sphere (DC 18)
3rd (7/day) - dispel magic, energy vulnerability (DC 17), fireball (DC 17), fly
2nd (7/day) - infernal wound (evil), invisibility, scorching ray, see invisibility, sure strike
1st (7/day) - expeditous retreat, mage armour *, magic missile, shield, protection from good (evil)
0 (6/day) - daze (DC 14), disrupt undead, mage hand, mending, no light, ray of frost, read magic, shadowsize, skull snare
Shadowcaster Mysteries Known (CL 10, melee touch +17, ranged touch +14):
Initiate Paths
5th (1/day) - echo spell, languor (DC 19)
4th (1/day) - bolster, warp spell
Apprentice Paths
3rd - dancing shadows, sharp shadows
2nd (Sp, 2/day) - flesh fails, shadow skin
1st (Sp, 2/day) - carpet of shadow, dusk and dawn
Fundamentals
0 (Su, 3/day) - arrow of dusk, black candle, caul of shadow, mystic reflections, shadow hood (DC 14)

Abilities Str 22, Dex 16, Con 14, Int 13, Wis 10, Cha 19
Feats Blind-Fight, Cleave, Combat Casting, Energy Substitution (acid), Power Attack, Practiced Spellcaster, Shadow Reflection, Still Spell
Skills
Concentration +22, Hide +8, Jump +15, Knowledge (arcana) +11, Knowledge (planes) +5, Knowledge (religion) +10, Listen +9, Move Silently +12, Search +10, Spellcraft +21, Spot +13, Survival +0 (+2 following tracks)
Possessions combat gear, armband of jet worth 400 gp, ornamental silver dagger worth 200 gp, spell component pouch.

Capture Magic's Shadow (Su) When a noctumancer sccessfully dispels a mystery or spell, he can absorb its energy. He adds one-half the level (rounded down, minimum 1) of the mystery or spell he dispelled too the caster level of any mystery or spell he casts in the next round. The noctumancer cannot draw power from dispelling his own mysteries or spells.

Eldritch Disruption (Su) A noctumancer can use a standard action to disrupt the magical energies of a single target within 60 ft. The target must make a DC 20 Will save or take a -4 penalty to its caster level for any mysteries or spells it casts for 1 minute.

Innate Counterspell (Su) 3/day, a noctumancer can attempt to counter a mystery or spell without using a readied action. Twice per day, he can counter a spell or mystery as an immediate action by exending a mystery use per day, a spell slot, or a sell use, as long as the mystery or spell expended is of the same level or higher as the mystery or spell to be countered.

When a noctumancer successfully counters a mystery or spell using this ability, he retains some of the magical essence of the countered dweomer. He can choose to either gain one additional use of a mystery, regain an expended spell slot, or gain the use of an additional spell. The level of mystery or spell you gain is equal to one-half the level of the mystery or spell you countered (rounded down, minimum 1).

* This spell is always cast and is reflected in the statistics above

SAZ'ZT CR 18
Drow of the Underdark page 110, Tome of Magic page 9, Tome of Magic page 50
Male draegloth Sorcerer 4/Binder 3/Anima Mage 6
CE Large outsider (native)
Init +8; Senses Blind-Fight, darkvision 60 ft, see in darkness; Listen +9, Spot +9
Aura deeper darkness
Languages Abyssal, Undercommon


AC 28, touch 12, flat-footed 28; Dodge, Mobility, uncanny dodge
hp 104 (19 HD)
Immune poison, sleep
Resist acid 10, cold 10, electricity 10, fire 10
Fort +14, Ref +14, Will +18 (+20 vs enchantments)

Spd 30 ft (6 squares)
Melee 2 claws +18 (2D6+6) and bite +13 (1D8+3)
Melee mwk rapier +19/+14/+9 (1D8+6) and bite +13 (1D8+3)
Space 10 ft; Reach 10 ft
Base Atk +13; Grp +23
Atk Options Power Attack, touch of the void
Special Actions dance of death 1/5 rounds, rebuke undead 1/5 rounds (as 9th level cleric), vessel of emptiness (flicker mystery 1/day)
Combat Gear masterwork rapier, wand of slow (CL 5, 13 charges), potion of cat's grace (CL 3), potion of invisibility (CL 3), wand of black tentacles (CL 7, 24 charges)
Spell-Like Abilities (CL 18):
4/day - darkness
1/day - dancing lights, desecrate (evil), faerie fire, unholy blight (evil, DC 19)
Sorcerer Spells Known (CL 14, melee touch +18, ranged touch +16):
5th (5/day) - telekinesis (DC 19)
4th (6/day) - assay spell resistance, orb of force
3rd (7/day) - dispel magic, rust ray (DC 17), sound lance (DC 17)
2nd (7/day) - blur, electric loop (DC 16), piercing bolt, see invisibility
1st (8/day) - expeditious retreat, mage armour, magic missile, protection from good (evil), shield
0 (6/day) - acid splash, daze (DC 14), detect magic, mage hand, mending, no light, read magic, ray of frost, resistance
Vestiges Bound (EBL 9, max level 4, binding check 1D20 + 15):
Paimon (dance of death, Paimon's blades [foregone], Paimon's dexterity, Paimon's skills, uncanny oddge, Whirlwind Attack), Tenebrous (deeper darkness, see in darkness, touch of the void, rebuke undead, vessel of emptiness)

Abilities Str 22, Dex 19, Con 14, Int 13, Wis 10, Cha 20
SQ exploit vestige (Paimon's Blades foregone in exchange for extra 5th level spell slot), pact augmentation (+2 insight bonus on initiative checks), suppress sign, vestige metamagic 1/day, vestigial awareness
Feats Blind-Fight, Dodge, Empower Spell, Mobility, Power Attack, Practiced Spellcaster, Skilled Pact Making, Weapon Finesse (from Paimon), Whirlwind Attack (from Paimon)
Skills
Concentration +17, Hide +9, Intimidate +9, Jump +15, Knowledge (planes) +5, Knowledge (religion) +10, Listen +9, Move Silently +13, Perform (dance) +9, Search +10, Sense Motive +1, Spellcraft +16, Spot +9, Survival +0 (+2 following tracks), Tumble +11
Possessions combat gear, +2 mithral chain shirt, implements of binding +6, spell component pouch, 39 gp.

Dance of Death (Su) When a binder uses this ability, he can move up to his speed and make a single attack against each creature he moves past, provoking attacks of opportunity normally. When he uses his dance of death, a binder forfeits any bonuses or extra attacks granted by other feats, spells, or abilities, and he cannot attack any single creature more than once. Once he has used this ability, he cannot do so again for 5 rounds.

Deeper Darkness (Su) A binder can cloak an area in shadows as though using the deeper darkness spell (CL 9), with the following exceptions. The effect is always centered on the binder, it has an unlimited duration, and the binder can shift the range of the emanation (within the normal range) up or down 10 ft as a move action. The binder can supress or activate this ability as a standard action.

Exploit Vestige (Su) An anima mage learns how to use a bound vestoge to boost his arcane spellcasting. With this ability, he can choose to forego gaining one of the vestige's granted abilities in order to gain one additional arcane spell slot per day of any level up to the highest he can cast.

The binder decides which ability to give up before making the binding check, and he can forego only one ability per day in this manner, even if he can bind multiple vestiges. Vestoges react poorly to the use of this ability, so the binder takes a -5 penalty on his binding check. If he makes a good pact despite this penalty, he gains a bonus spell slot in exchange for the ability he gave up. If he makes a poor pact, he does not gain the extra spell slot and must still give u the designated ability for the day.

When a binder uses this ability and makes a good pact, he severs a portion of the bound vestige's awareness of the world that it would normally receive through the binder. Essentially, the binding amounts to a certain amount of trickery. The vestige being bound expects to be able to experience life through its binder, but when the binder makes a good pact, he partially supresses the benefit the vestoge receives, making it uncomfortable and angry.

Paimon's Blades (Su) A binder gains proficiency with the rapier and shortsword, and the benefit of the Weapon Finesse feat when he wields such weapons.

Paimon's Dexterity (Su) A binder gains a +4 bonus to Dex.

Paimon's Skills (Su) A binder can use the Tumble skill untrained. He gains a +4 bonus on Tumble checks and Perform (dance) checks.

See in Darkness (Su) A binder can see perfectly through darkness of any kind, even that created by a deeper darkness spell (or his deeper darkness ability).

Touch of the Void (Su) A binder can rebuke undead as a cleric of his effective binder level. Once he has used this ability, he cannot do so again for 5 rounds.

Uncanny Dodge (Su) A binder retains his Dex bonus to AC (if any) even if caught flat-footed or struck my an invisible attacker. If he hhas uncanny dodge from another source, he gains improved uncanny dodge instead.

Vessel of Emptiness (Su) A binder can use the flicker shadow magic mystery as a supernatural ability 1/day.

Vestige Metamagic (Su) A binder can use a bound vestige to augment his spells by temporarily giving up access to its powers. Using vestige metamagic is a swift action that does not provoke an attack of opportunity.

The binder chooses one of the vestiges to which he is bound whenever he activates this ability. He can then apply the effects of any metamagic feat that he possesses to a spell he cast that round, without increasing the spell level. However, he loses access to all of the abilities and powers granted by the chosen vestige upon activation and does not regain them for 5 rounds. The binder cannot use this ability if he does not have a vestige bound, or if he does not currently have access to its abilities.

Vestigial Awareness (Su) A binder can force his bound vestige to focus on alerting him to danger rather than letting it revel in sensations that it perceives through his pact. Whenever the binder makes a good pact with a vestige, he gains a +2 bonus on initiative checks for the duration of the pact (included in statistics above).

Whirlwind Attack (Su) A binder gains the benefit of the Whirlwind Attack.

* This spell is always cast and is reflected in the statistics above

F3 - The Carnevus and the Drow (DC 22):

The speech between the carnevus demons and the drow is different. The demons are seeking to have an audience with Lolth in order to request drow aid in the fight between the forces of the Death Marches and Vilgum on the surface. They have been allowed to enter the Demonweb by the drow priesthood in Rabat-wruinu'ili in order to try to obtain an audience with the Spider Queen. The demons have already met and treated with Ardvalce in the Fane of Lolth and have received her blessing and a platinum card bearing her signature and free passage through the Demonweb.

If a listener at the door can understand Abyssal and hears the conversation, they will hear:

Grating voice: "We have been kept waiting for too long now! Our mission is very important and cannot wait much longer."

Drow voice: "My mistress hurries for none but herself. You would do well to remember that you are at her mercy, and that even by your own reckoning, your cause needs her, not the other way around."

Grating voice: "It is not our cause. We are merely tasked to entreat her by those who employed us."

Drow voice: "Bah. Merely a formality."

Grating voice: "Nevertheless, we wish to conclude our business and begone from this place."

Within are two carnevus diplomats and two drow champion judicators with their spider servants.

RAPTUS AND POTASBENE CR 19
Expedition to the Demonweb Pits page 198
Male advanced carnevus demons Rogue 6
CE Medium outsider (chaotic, evil)
Init +3; Senses darkvision 60 ft, trapfinding; Listen +21, Spot +21
Languages Abyssal; telepathy 100 ft


AC 25, touch 13, flat-footed 25; Combat Expertise, trap sense +2, uncanny dodge
hp 180 (24 HD); DR 10/good or magic
Immune electricity, gas, poison
Resist fire 20; SR 15
Fort +16, Ref +19, Will +13; evasion, trap sense +2

Spd 30 ft (6 squares); Combat Acrobat
Melee 4 claws +23 (1D6+5)
Melee 2 +2 longswords +29/+24/+19/+14 (1D8+7) and 2 battleaxes +21/+16 (1D8+2)
Ranged repeating heavy crossbow +24 (1D10)
Space 5 ft; Reach 5 ft
Base Atk +21; Grp +26
Atk Options Adaptable Flanker, Combat Expertise, sneak attack +3D6, Vexing Flanker
Special Actions
Combat Reflexes, countermagic, Dark Speech, Improved Disarm
Combat Gear
+2 longswords (2), battleaxes (2), repeating heavy crossbow, crossbow bolts (20), wand of lesser globe of invulnerability (CL 7, 6 charges), arcane scroll of tongues (CL 5), arcane scroll of seal portal (CL 11), arcane scroll of meld into mirror (CL 7)
Spell-Like Abilities
(CL 8):
3/day - magic missile, invisibility, vampiric touch (DC 19), black tentacles (DC 20)

Abilities Str 21, Dex 16, Con 16, Int 20, Wis 10, Cha 14
SQ superior multiweapon fighting, two-tongued
Feats Adaptable Flanker, Combat Acrobat, Combat Casting, Combat Expertise, Combat Reflexes, Dark Speech, Improved Disarm, Master Manipulator, Maximize Spell, Multiweapon Fighting, Vexing Flanker, Weapon Focus (longsword)
Skills
Appraise +15, Balance +17, Bluff +26, Concentration +18, Decipher Script +15, Diplomacy +26, Disguise +8 (+10 acting), Gather Information +26, Hide +24, Intimidate +27, Jump +25, Knowledge (arcana) +22, Knowledge (planes) +22, Listen +21, Move Silently +24, Search +17, Sense Motive +25, Spot +21, Survival +7 (+2 bonus on other planes, +2 bonus following tracks), Tumble +32, Use Magic Device +26
Possessions combat gear, heavy gold rings marked with a lord of the Death March's personal seal worth 400 gp each (2), formal silk robes embroidered with the insignia of the Death Marches worth 200 gp.

Countermagic (Sp) A carnevus always has one dispel magic (CL 8) available as a countermagic each round if it chooses not to cast a second spell or use a second spell-like ability. If no spells are cast against it, the effect is not used. If a spell is cast, the dispel magic can be used as an immediate action to negate the magic.

Superior Multiweapon Fighting (Ex) A carnevus fights with a weapon in each hand. Because it has a natural propensity for fighting with mutliple weapons, it does not take a penalty on attack or damage rolls for attacking with more than one weapon simulatenously. Furthermore, a carnevus can attack with two of its four arms as a standard action. The creature always uses at least a two-weapon fighting style, generally with sword and axe, though it can fight with two swords and two axes if so inclined.

Two-Tongued (Ex) A carnevus' two mouths can add verbal components to its spell-like abilities to cast them more quickly than any arcane caster with a single mouth, moving synchronously to automatically quicken the casting of any spell or spell-like ability it speaks. Effectively, it can cast two spells or spell-like abilities in a single round.

Likewise, a carnevus can maximize any spell or spell-like ability it casts, rather than a specific spell.

UNZOR AND OCIGELLA CR 17
Underdark page 33
Male and female drow Cleric 1/Fighter 5/Drow Judicator 10
NE Medium humanoid (elf)
Init +5; Senses darkvision 120 ft, Search check within 5 ft of secret door; Listen +9, Spot +9
Languages Elven, Abyssal, Drow Sign Language, Undercommon


AC 24, touch 13, flat-footed 21; Chosen Foe
hp 126 (16 HD)
Immune sleep
SR 27
Weakness light blindness
Fort +19, Ref +10, Will +11 (+13 vs spells and spell-like abilities); +2 vs enchantments

Spd 30 ft (6 squares)
Melee +2 shocking burst longsword +22/+17/+12 (1D8+8 plus1D6 electricity/17-20 plus 1D10 electricity)
Ranged mwk hand crossbow +20/+15 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +15; Grp +19
Atk Options Chosen Foe, Power Attack
Special Actions Combat Reflexes, command spiders (6/day), judgement 1/day, Lolth's wrath (3/day, +10 damage), rebuke undead (6/day, +2 synergy bonus), spider's grace 1/day, war strike 1/day (DC 3, 2D6 Con)
Combat Gear +2 shocking burst longsword, masterwork hand crossbow, crossbow bolts (20), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (4)
Spell-Like Abilities (CL 16):
1/day - dancing lights, darkness, faerie fire
Cleric Spells Prepared (CL 4, melee touch +18, ranged touch +17):
2nd - bear's endurance, resist energy, shatter
(d) (DC 14)
1st - bless, divine favour, entropic shield, protection from good
(d) (evil)
0 - create water, cure minor wounds, detect poison, mending, resistance
Domains Destruction (1/day, +3 attack bonus, +4 damage), Evil (+1 CL evil spells)

Abilities Str 18, Dex 17, Con 16, Int 12, Wis 14, Cha 16
SQ spider servant (share spells, speak with spider servant)
Feats Alertness, Chosen Foe, Combat Reflexes, Hand Crossbow Focus, Improved Critical (longsword), Lolth's Meat, PowerAttack, Weapon Focus (longsword), Weapon Specialization (longsword)
Skills
Concentration +7, Diplomacy +13, Handle Animal +12, Intimidate +9, Knowledge (religion) +5, Listen +9, Ride +14, Search +3, Spellcraft +5, Spot +9, Survival +7
Possessions combat gear, +2 drowcraft mithril chain shirt, +3 drowcraft heavy steel shield

Command Spiders (Su) As a special dispensation from Lolth, judicators have the ability to command spiders. He gain the ability to compel spiders in the same way that an evil cleric can rebuke or command undead. He is treated as a cleric of a level equal to his drow judicator level for the purpose of turning checks and turning damage.

Judgement (Su) A drow adjudicator gains the ability to judge all creatures within 100 ft of him that he can see. Those he finds wanting are immediately targeted with a horrid wilting effect (CL 18, DC 20). The drow judicator can base his decision on any parameters he chooses. This ability is usable 1/day as a standard action.

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

Lolth's Wrath (Su) 3/day a drow judicator may attempt to deliver extra damage with one normal melee attack. One a successful attack, he deals +10 points of extra damage.

Spider's Grace (Sp) A drow judicator gains the ability to take on attributes of a spider for up to 10 minutes 1/day. While this ability is active, the adjudicator can climb on surfaces as if subjected to a spider climb spell, and he received a +4 insight bonus on Hide and Move Silently check. he also gains a bite attack that deals 1D4 points of damage and is poisonous. The bite is a secondary natural weapon that can be used once per round at the drow adjudicator's highest base attack bonus, with the standard -5 penalty for a secondary attack. The Fort save for the poison DC 21, and it deals 1D6 points of Str damage for both its initial and secondary damage.

War Strike (Su) Violence is the ultimate expression of Lolth's power, so its lessons are the very first that the drow judicator learns. He can attempt a war strike with one normal melee attack 1/day. If he hits, he deals 2D6 Con damage in addition to his regular damage. The target may attempt a DC 23 Fort save to halve the Con damage.

FIENDISH SWORD SPIDER SERVANTS (2) CR n/a
Monsters of Faerun page 79
N Large magical beast (augmented vermin)
Init +0; Senses darkvision 60 ft; Listen +0, Spot +12


AC 25, touch 9, flat-footed 25
hp 97 (13 HD)
SR 25
Fort +16, Ref +4, Will +6; improved evasion

Spd 20 ft (4 squares), climb 20 ft (4 squares)
Melee 8 legs +15 (1D6+4) and bite +10 (1D8 +2 plus poison)
Space 10 ft; Reach 5 ft
Base Atk +9; Grp +20
Special Actions blood bond, impalement

Abilities Str 24, Dex 10, Con 16, Int 6, Wis 11, Cha 3
SQ spider servant (share spells, speak with judicator), vermin traits
Skills
Climb +15, Hide +0, Jump +15, Spot +12

Blood Bond (Ex) The spider servant gains a +2 bonus on all attack rolls, checks, and saves if it witnesses the drow judicator threatened or harmed. This bonus lasts for as long as he threat is immediate and apparent.

Impalement (Ex) Against formidable prey, a sword spider jumps high into the air to land atop an opponent, with all 8 legs together in a tight mesh of blades. It makes only a single attack roll (+5 melee), but if that attack is successful, the opponent takes damage from 3 leg blades if size Small or smaller, 4 blades if Medium, 5 if Large, 6 if Huge, and all 8 if Gargantuan or larger. If the spider descends more than 20 ft to make this attack, it adds +1 point of damage to each leg.

Poison (Ex) Bite, Fort save DC 19, 1D6 Str/1D6 Str.

F4 - The Harpoon Spiders (22):

There are five harpoon spiders here instead of three, and they have been trained for war by the servants of Lolth.

ADVANCED FIENDISH LOLTH-TOUCHED DREAD HARPOON SPIDERS (5) CR 16
Monster Manual III page 81, Monster Manual IV page 92
Harpoon spider Warrior 3
CE Huge aberration
Init +4; Senses darkvision 120 ft; Spot +14
Languages Abyssal, Undercommon


AC 20, touch 12, flat-footed 16
hp 262 (18 HD); DR 10/magic
Immune fear, webs
SR 23
Fort +18, Ref +12, Will +11; evasion

Spd 40 ft (8 squares), climb 20 ft (4 squares); web movement
Melee bite +22 (3D6+10 plus poison)
Ranged 2 fangs +16 (2D6+5 plus harpooning)
Space 15 ft; Reach 10 ft
Base Atk +14; Grp +32
Atk Options harpooning, Power Attack, smite good (1/day, +15 damage)
Special Actions Combat Reflexes, Improved Trip

Abilities Str 31, Dex 18, Con 30, Int 14, Wis 12, Cha 9
SQ spines
Feats Ability Focus (poison), Combat Reflexes, Improved Natural Attack (bite), Improved Natural Attack (fang), Improved Trip, Lightning Reflexes, Power Attack
Skills
Balance +15, Climb +27, Hide +16, Intimidate +11, Jump +30, Move Silently +14, Spot +14, Tumble +21

Harpooning (Ex) A dread harpoon spider can fire its harpoonlike fangs up to 20 ft (no range increment). A successful hit deals 2D6+5 points of damage as the harpoon hooks the flesh of the target and immediately exudes a thick, sticky glue. The spider can reel in a harpoon as a free action: treat this as a trip attack (+27 bonus) against any creature attached to the fang. Failure indicates that the harpoon rips free (and deals another 2D6+5 points of damage to the victim). Success indicates that the victim is pulled off its feet and dragged back to the spider, which can immediately make a free bite attack against the victim. A dread harpoon spider can only pull a creature smaller than itself in this manner. Attempts to retract a creature of its own size or larger automatically cause the fang to rip free as if the trip attack failed. The glue exuded by the spider's fangs decomposes quickly, and at the end of the spider's turn the fang automatically detaches.

Poison (Ex) Injury, Fort DC 28, initial damage 1D6 Dex, secondary damage 2D6 Dex.

Spines (Ex) Any creature striking a dread harpoon spider with its body or a handheld weapon must make a DC 23 Ref save or take 1D8 points of piercing damage from the spider's spines. Creatures wielding reach weapons are not subject to this damage. The spines also deal an extra 1D8 points of damage on a successful grapple check (much like armour spikes).

As a full-round action, a dread harpoon spider can pick up a Large or smaller helpless creature with its legs and impale the body on its spines, dealing 3D6 points of piercing damage. The spider can carry up to 2 Large, 8 Medium, 32 Small, or 128 Tiny or smaller creatures in this manner.

Web Movement (Ex) Although they cannot spin webs themselves, dread harpoon spiders can climb around and through webs with ease using their climb speed. They are immune to the effects of the web spell.

F5 - The Celestial Cyst:

This encounter does not exist.

F6 - Sleeping Beasts (EL 22):

The displacer beasts are fiendish specimens that have been trained for war by the servants of Lolth.

FIENDISH LOLTH-TOUCHED DISPLACER BEAST PACK LORD CR 21
Monster Manual IV page 92
Displacer beast pack lord Warrior 7
CE Huge magical beast
Init +1; Senses darkvision 60 ft, low-light vision; Listen +4, Spot +13
Languages Undercommon


AC 17, touch 9, flat-footed 16; Dodge, Mobility; Miss Chance 50 % displacement
hp 360 (25 HD); DR 10/magic
Immune fear
Resist cold 10, fire 10; SR 25
Fort +24, Ref +16, Will +11; +2 vs ranged magic attacks targeting it

Spd 40 ft (8 squares)
Melee 2 tentacles +35 (1D8+11) and bite +29 (2D6+5)
Space 15 ft; Reach 10 ft (20 ft with tentacles)
Base Atk +25; Grp +44
Atk Options Power Attack
Special Actions Combat Reflexes, smite good (1/day, +20 damage)

Abilities Str 32, Dex 13, Con 26, Int 5, Wis 12, Cha 10
Feats Alertness, Combat Reflexes, Dodge, Improved Toughness, Iron Will, Lightning Reflexes, Mobility, Power Attack, Weapon Focus (tentacle)
Skills
Hide +15, Jump +12, Listen +4, Move Silently +10, Spot +13

Displacement (Su) A light-bending glamer continually surrounds a displacer beast, making it difficult to surmise the creature's true location. Any melee or ranged attack directed at it has a 50% miss chance unless the attacker can locate the beast by some means other than sight. A true seeing effect allows the use to see the beast's position, but see invisibility has no effect.

Resistance to Ranged Attack (Su) A displacer beast has a +2 resistance bonus on saves against any ranged magical attack that specifically targets it (except for ranged touch attacks).

FIENDISH LOLTH-TOUCHED ADVANCED DISPLACER BEASTS (6) CR 12
Monster Manual IV page 92
Displacer beast Warrior 5
CE Large magical beast
Init +1; Senses darkvision 60 ft, low-light vision; Listen +5, Spot +10
Languages Undercommon


AC 17, touch 12, flat-footed 14; Dodge, Mobility; Miss Chance 50 % displacement
hp 157 (14 HD); DR 10/magic
Immune fear
Resist cold 10, fire 10; SR 19
Fort +16, Ref +10, Will +5; +2 vs ranged magic attacks targeting it

Spd 40 ft (8 squares)
Melee 2 tentacles +20 (1D6+4) and bite +18 (1D8+2)
Space 10 ft; Reach 5 ft (10 ft with tentacles)
Base Atk +14; Grp +25
Special Actions Combat Reflexes, smite good (1/day, +14 damage)

Abilities Str 24, Dex 16, Con 22, Int 5, Wis 12, Cha 9
Feats Alertness, Dodge, Mobility, Multiattack, Stealthy
Skills
Hide +15, Jump +8, Listen +5, Move Silently +12, Spot +10

Displacement (Su) A light-bending glamer continually surrounds a displacer beast, making it difficult to surmise the creature's true location. Any melee or ranged attack directed at it has a 50% miss chance unless the attacker can locate the beast by some means other than sight. A true seeing effect allows the use to see the beast's position, but see invisibility has no effect.

Resistance to Ranged Attack (Su) A displacer beast has a +2 resistance bonus on saves against any ranged magical attack that specifically targets it (except for ranged touch attacks).

F7 - Spider and Assassin (EL 21):

The spider and assassin are presented below.

ADVANCED LOLTH-TOUCHED PHASE SPIDER ROGUE CR 20
Monster Manual IV page 92
Phase spider Rogue 10
CE Huge outsider (augmented magical beast, native)
Init +7; Senses darkvision 60 ft, low-light vision, trapfinding; Listen +26, Spot +29


AC 24, touch 11, flat-footed 24; Combat Expertise, improved uncanny dodge, trap sense +3, uncanny dodge
hp 308 (25 HD)
Immune fear
Fort +20, Ref +18, Will +11; improved evasion, trap sense +3

Spd 40 ft (8 squares), fly 40 ft (average) (8 squares), climb 20 ft (4 squares)
Melee bite +32 (3D6+11 plus poison/19-20)
Space 15 ft; Reach 10 ft
Base Atk +22; Grp +41
Atk Options Combat Expertise, sneak attack +5D6
Special Actions Demonweb jaunt, Improved Feint

Abilities Str 32, Dex 16, Con 26, Int 10, Wis 13, Cha 12
Feats Ability Focus (poison), Combat Expertise, Improved Critical (bite), Improved Feint, Improved Initiative, Improved Natural Armour, Improved Natural Attack (bite), Iron Will, Weapon Focus (bite)
Skills
Bluff +21, Climb +18, Escape Artist +22, Hide +25, Jump +18, Knowledge (planes) +5, Listen +26, Move Silently +19, Search +9, Sense Motive +20, Spot +29, Tumble +22
Possessions bracers of armour +5

Demonweb Jaunt (Su) A phase spider can shift into the fabric of the Demonweb Pits as a free action, and shift back again as a move action (or during a move action). The ability is otherwise identical with ethereal jaunt (CL 22).

Poison (Ex) Injury, Fort DC 28, initial and secondary damage 1D8 Con.

XILLIAN CR 18
Male drow Rogue 8/Assassin 10
CE Medium humanoid (elf)
Init +9; Senses darkvision 120 ft, Search check within 5 ft of secret door, trapfinding; Listen +23, Spot +24
Languages Elven, Abyssal, Draconic, Drow Sign Language, Goblin, Gnome, Ignan, Undercommon


AC 26, touch 15, flat-footed 26; Combat Expertise, improved uncanny dodge, trap sense +2, uncanny dodge
hp 108 (18 HD)
Immune sleep
Resist fire 5; SR 29
Weakness light blindness
Fort +7 (+12 vs poison), Ref +18, Will +6 (+8 vs spells and spell-like abilities); +2 vs enchantments, evasion, trap sense +2

Spd 30 ft (6 squares)
Melee +2 drowcraft rapier +20/+15/+10 (1D6+4)
Ranged mwk hand crossbow +20/+15/+10 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +13; Grp +15
Atk Options Combat Expertise, Point Blank Shot, sneak attack +9D6
Special Actions death attack, Improved Feint
Combat Gear +2 drowcraft rapier, masterwork hand crossbow, crossbow bolts (20), potion of barkskin +5 (CL 12), potion of resist energy (electricity) 20 (CL 7), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (6)
Spell-Like Abilities (CL 18):
1/day - dancing lights, darkness, faerie fire
Assassin Spells Known (CL 10, melee touch +15, ranged touch +18):
4th (4/day) - dimension door, freedom of movement, modify memory (DC 19), sniper's eye
3rd (4/day) - false life, magic circle against good, nondetection, wraithstrike
2nd (4/day) - invisibility, phantom foe (DC 17), spider climb, veil of shadow
1st (5/day) - blade of blood, bloodletting, detect poison, obscuring mist

Abilities Str 14, Dex 20, Con 14, Int 20, Wis 12, Cha 14
SQ hide in plain sight, poison use
Feats Combat Expertise, Hand Crossbow Focus, Improved Feint, Improved Initiative, Point Blank Shot, Weapon Finesse
Skills
Appraise +13, Balance +15, Bluff +22, Climb +12, Disable Device +13, Disguise +13, Escape Artist +26, Forgery +15, Gather Information +12, Hide +30, Intimidate +14, Listen +23, Move Silently +31, Open Lock +15, Search +18, Spot +24, Tumble +24, Use Rope +15
Possessions combat gear, +2 studded leather, boots of elvenkind (with drowcraft quality), greater piwafwi (with drowcraft quality), material component pouch, 11 pp, 20 gp, 14 sp, 11 cp, platinum and ruby earring shaped like a dagger worth 675 gp, platinum and gold bracer inlaid with pearls and sapphires worth 5000 gp.

Death Attack (Ex) If Xillian studies his victim for 3 rounds and then makes a sneak attack with a melee weapon that successfully deals damage, the sneak attack can paralyze or kill the target (Xillian's choice). While studying the victim, Xillian can take other actions as long as his attention stays focused on the target and the target does not detect him. If the victim fails a DC 25 Fort save against the kill effect, the target dies. If the paralysis saving throw fails, the victim is rendered helpless and unable to act for 1D6+10 rounds. If the save succeeds, the attack is just a normal sneak attack. Once Xillian has completed the 3 rounds of study, he must make the death attack within the next 3 rounds.

If a death attack is attempted and fails (the victim makes his save) or if Xillian does not launch the attack within 3 rounds, 3 new rounds of study are required before he can attempt another death attack.

Hide in Plain Sight (Su) Xillian can use the Hide skill even while being observed. As long as he is within 10 ft of some sort of shadow, Xillian can hide himself from view in the open without having anything to actually hide behind. He cannot, however, hide in his own shadow.

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

The petrification traps are as written, but the Fort DC is 25 to save against the flesh to stone effect. The phase spider will attempt to bullrush victims into a trapped niche if at all possible.

The Dead God's Skull:

This area is simply a skull-shaped place where two pits of soul fog reside. There is no gate here.

F8 - The Crystal Tower (EL 22):

The yochlols here are as presented below.

YOCHLOLS (4) CR 18
Fiendish Codex I page 54
Yochlol bard 10
CE Medium outsider (chaotic, evil, shapechanger)
Init +6; Senses darkvision 60 ft; Listen +25, Spot +20
Languages Abyssal, Elven, Undercommon; telepathy 100 ft


AC 22 (21 in spider form, 16 in drow form), touch 22 (21 in spider form, 16 in drow form), flat-footed 16 (15 in spider form, 10 in drow form); Combat Expertise
hp 180 (20 HD); DR 10/good
Immune acid, electricity, mind-affecting spells and effects, poison
Resist cold 10, fire 10; SR 19
Fort +15, Ref +20, Will +16

Spd 30 ft (6 squares)
Melee 8 tendrils +23 (1D4+5)
Melee drow form mwk shortsword +24/+19/+14/+9 (1D6)
Ranged drow form mwk hand crossbow +24 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +17; Grp +21
Atk Options Combat Expertise
Combat Gear masterwork shortsword, masterwork hand crossbow, crossbow bolts (20)
Spell-Like Abilities (CL 10):
At will - detect thoughts (DC 18), dominate person (DC 21), darkness, desecrate (evil), greater teleport (self plus 50 lbs of objects only), spider climb, stone shape, web (DC 18)
Bardic Spells Known (CL 10 [CL 12 to overcome SR], melee touch +22, ranged touch +23):
4th (1/day) - resonating bolt (DC 20), resounding thunder (DC 20)
3rd (3/day) - dispel magic, haste, ray of dizziness, see invisibility
2nd (5/day) - blur, cure moderate wounds, magical backlash (DC 18), painful echoes (DC 18)
1st (5/day) - cure light wounds, expeditious retreat, sorrow (DC 17), targeting ray
0 (3/day) - detect magic, know the blood (DC 16), mage hand, mending, message, resistance

Abilities Str 20, Dex 22, Con 20, Int 18, Wis 15, Cha 22
SQ bardic knowledge (+14), bardic music 10/day (countersong, fascinate, inspire competence, inspire courage +2, inspire greatness, suggestion [DC 21]), gaseous form, humanoid form, Lolth's favour, mind blank, rapid shapeshifter, spider form
Feats Combat Casting, Combat Expertise, Exotic Weapon (hand crossbow), Lyric Spell, Persuasive, Spell Penetration, Subsonics, Weapon Finesse
Skills
Bluff +21, Concentration +18, Diplomacy +28, Escape Artist +25, Gather Information +16, Hide +19, Intimidate +23, Knowledge (arcana) +17, Knowledge (planes) +17, Knowledge (religion) +17, Listen +25, Move Silently +19, Perform (sing) +26, Sense Motive +20, Spot +20, Tumble +26
Possessions combat gear, harpoon spider silk shirts worth 1000 gp, opal tiara worth 600 gp, spell component pouch

Gaseous Form (Su) A yochlol can assume gaseous form, appearing as a roiling cloud of oily green smoke. In this form, a yochlol's statistics do not change, although it is treated as if under the effects of a gaseous form spell that cannot be dispelled. A gaseous yochlol can use contact other plane at will as an additional spell-like ability. Any creature sharing the same square as a gaseous yochlol at the end of that creature's turn is affected as if by a stinking cloud spell (DC 25).

Humanoid Form (Su) A yochlol can assume the form of a hauntingly beautiful human or elf (usually drow) woman. It has only a little flexibility in altering its specific appearance, and as a result can't use this ability to disguise itself as a specific individual. This ability functions like the change shape ability.

Yochlols are nude when they initially assume humanoid form, so they often wait to assume this form until they have equipment and weapons ready. Yochlols in human form cannot make tendril attacks. Yochlols are proficient with all simple and martial weapons, but they prefer to use weapons such as rapiers to take advantage of Weapon Finesse.

Lolth's Favour (Su) As a handmaiden of Lolth, a yochlol receives the Spider Queen's favour in the form of a deflection bonus to its AC equal to its Cha bonus. It does not retain the bonus while in humanoid form, but it does retain the bonus on its gaseous and spider forms. This bonus is included in the above statistics.

Mind Blank (Su) A yochlol is protected at all times by the equivalent of a mind blank spell. This effect cannot be dispelled.

Rapid Shapeshifter (Ex) A yochlol can shift between its four forms with astounding speed. Changing shape is a swift action that the yochlol can perform as often as once per round.

Spider Form (Su) A yochlol can assume spider form, appearing as a Medium monstrous black widow spider. It retains all of its base statistics but gains a climb speed of 30 ft. It loses its tendril attacks but gains a bite attack (+23 melee, 1D6+6 plus poison [DC 25, 1D6 Con/2D6 Con]). This ability functions like the change shape ability.

The Venomsphere Lens is an artifact that is attached to and a part of the Crystal Tower. It cannot be removed or moved without years of intense study to manage it without destroying the magic of the device. To view an area of Therra, the viewer must have a decent idea of the area to be scryed. Specifically, it must qualify at least for the "viewed once" category under the teleport spell description.

Remember that one of the yochlols begins the encounter with the blue cube teleportation key borrowed from Urialle from area F9.

If PCs draw attention by failing to use the device properly, then it will draw the attention of Lolth herself. She immediately warns Ardvalce in the Fane of Lolth as well as the carnevus demon and drow knights in area F3. These forces mobilize and head to this area to track down and punish intruders. In addition, from this point on, encounter frequency is doubled in the Demonweb Pits (two checks every 10 minutes).

The crystal pillars can be used once per day. Each summons a ten-thousand spider swarm by the specific grace of Lolth (she created the pillars). Activating each pillar requires a standard action and the pillar must be touched.

TEN-THOUSAND SPIDER SWARM CR 9
Monster Manual IV page 92
Lolth-touched spiders
CE Diminutive magical beast (evil, swarm)
Init +10; Senses darkvision 60 ft, low-light vision; Listen +10, Spot +10
Languages Abyssal


AC 23, touch 23, flat-footed 14
hp 133 (12 HD)
Immune weapon damage, fear
Resist fire 10
Weakness hive mind
Fort +13, Ref +17, Will +7

Spd 30 ft (6 squares), climb 20 ft (4 squares)
Melee swarm (3D6 plus poison)
Space 10 ft; Reach 0 ft
Base Atk +12; Grp -

Abilities Str 7, Dex 22, Con 20, Int 6, Wis 13, Cha 9
SQ distraction, inhabit, swarm traits
Feats Ability Focus (poison), Alertness, Improved Initiative, Iron Will, Toughness
Skills
Hide +19, Listen +10, Move Silently +10, Spot +10

Distraction (Ex) Any living creature that begins its turn with a ten-thousand spider swarm in its space must succeed on a DC 21 Fort save or be nauseated for 1 round.

Hive Mind (Ex) A ten-thousand spider swarm has a hive mind, which makes it susceptible to mind-affecting spells and abilities. For the purposes of such spells, the swarm is a single creature of the magical beast type. Any swarm with at least 12 hp has a hive mind, giving it an Int score of 6. If a swarm is reduced to fewer than 12 hp, it becomes mindless and thus immune to mind-affecting spells and abilities.

Inhabit (Ex) A then-thousand spider swarm can enter the body of a helpless or dead creature by crawling into its mouth and other orifices. Inhabiting requires 1 minute, and the victim must be Small, Medium, or Large (although 4 swarms working together than inhabit a Hiuge creature). The swarm can abandon the body at any time, although doing so requires a full round. Any attack against the host deals half damage to the spider swarm as well, although the swarm's resistances and immunities might negate some or all of the damage.

If a ten-thousand spider swarm inhabits a dead body, it restores animation to the creature and controls its movements, effectively transforming it into a zombie of the appropriate size for as long as the swarm remains inside. If a ten-thousand spider swarm inhabits a living victim, it can neutralize the effect of its own poison and control the victim's movement and actions as if using dominate monster on the victim. The swarm usually quickly consumes the living victim, dealing 2D4 points of Con damage per hour it inhabits a body. A body reduced to Con 0 is dead. The swarm is not required to cause this Con damage.

A ten-thousand spider swarm-inhabited creature is easy to spot, since its skin crawls with the forms of spiders inside. The swarm is intelligent enough to ttempt to hide beneath loose clothing or a large cloak to keep its presence from being detected. The swarm can attempt a Disguise check to conceal its inhabitation of a host, with a -4 penalty in a Small host.

A remove disease or heal spell cast on an inhabited victim forces the swarm to abandon the host.

Poison (Ex) Bite, Fort DC 23, 1D6 Dex/1D6 Dex.

F9 - Prison of the Yochlols (EL 22):

The two yochlol assistants here are similar to the yochlol in area F8 above.

YOCHLOLS (2) CR 18
Fiendish Codex I page 54
Yochlol bard 10
CE Medium outsider (chaotic, evil, shapechanger)
Init +6; Senses darkvision 60 ft; Listen +25, Spot +20
Languages Abyssal, Elven, Undercommon; telepathy 100 ft


AC 22 (21 in spider form, 16 in drow form), touch 22 (21 in spider form, 16 in drow form), flat-footed 16 (15 in spider form, 10 in drow form); Combat Expertise
hp 180 (20 HD); DR 10/good
Immune acid, electricity, mind-affecting spells and effects, poison
Resist cold 10, fire 10; SR 19
Fort +15, Ref +20, Will +16

Spd 30 ft (6 squares)
Melee 8 tendrils +23 (1D4+5)
Melee drow form mwk shortsword +24/+19/+14/+9 (1D6)
Ranged drow form mwk hand crossbow +24 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +17; Grp +21
Atk Options Combat Expertise
Combat Gear masterwork shortsword, masterwork hand crossbow, crossbow bolts (20)
Spell-Like Abilities (CL 10):
At will - detect thoughts (DC 18), dominate person (DC 21), darkness, desecrate (evil), greater teleport (self plus 50 lbs of objects only), spider climb, stone shape, web (DC 18)
Bardic Spells Known (CL 10 [CL 12 to overcome SR], melee touch +22, ranged touch +23):
4th (1/day) - resonating bolt (DC 20), resounding thunder (DC 20)
3rd (3/day) - dispel magic, haste, ray of dizziness, see invisibility
2nd (5/day) - blur, cure moderate wounds, magical backlash (DC 18), painful echoes (DC 18)
1st (5/day) - cure light wounds, expeditious retreat, sorrow (DC 17), targeting ray
0 (3/day) - detect magic, know the blood (DC 16), mage hand, mending, message, resistance

Abilities Str 20, Dex 22, Con 20, Int 18, Wis 15, Cha 22
SQ bardic knowledge (+14), bardic music 10/day (countersong, fascinate, inspire competence, inspire courage +2, inspire greatness, suggestion [DC 21]), gaseous form, humanoid form, Lolth's favour, mind blank, rapid shapeshifter, spider form
Feats Combat Casting, Combat Expertise, Exotic Weapon (hand crossbow), Lyric Spell, Persuasive, Spell Penetration, Subsonics, Weapon Finesse
Skills
Bluff +21, Concentration +18, Diplomacy +28, Escape Artist +25, Gather Information +16, Hide +19, Intimidate +23, Knowledge (arcana) +17, Knowledge (planes) +17, Knowledge (religion) +17, Listen +25, Move Silently +19, Perform (sing) +26, Sense Motive +20, Spot +20, Tumble +26
Possessions combat gear, harpoon spider silk shirts worth 1000 gp, opal tiara worth 600 gp, spell component pouch

Gaseous Form (Su) A yochlol can assume gaseous form, appearing as a roiling cloud of oily green smoke. In this form, a yochlol's statistics do not change, although it is treated as if under the effects of a gaseous form spell that cannot be dispelled. A gaseous yochlol can use contact other plane at will as an additional spell-like ability. Any creature sharing the same square as a gaseous yochlol at the end of that creature's turn is affected as if by a stinking cloud spell (DC 25).

Humanoid Form (Su) A yochlol can assume the form of a hauntingly beautiful human or elf (usually drow) woman. It has only a little flexibility in altering its specific appearance, and as a result can't use this ability to disguise itself as a specific individual. This ability functions like the change shape ability.

Yochlols are nude when they initially assume humanoid form, so they often wait to assume this form until they have equipment and weapons ready. Yochlols in human form cannot make tendril attacks. Yochlols are proficient with all simple and martial weapons, but they prefer to use weapons such as rapiers to take advantage of Weapon Finesse.

Lolth's Favour (Su) As a handmaiden of Lolth, a yochlol receives the Spider Queen's favour in the form of a deflection bonus to its AC equal to its Cha bonus. It does not retain the bonus while in humanoid form, but it does retain the bonus on its gaseous and spider forms. This bonus is included in the above statistics.

Mind Blank (Su) A yochlol is protected at all times by the equivalent of a mind blank spell. This effect cannot be dispelled.

Rapid Shapeshifter (Ex) A yochlol can shift between its four forms with astounding speed. Changing shape is a swift action that the yochlol can perform as often as once per round.

Spider Form (Su) A yochlol can assume spider form, appearing as a Medium monstrous black widow spider. It retains all of its base statistics but gains a climb speed of 30 ft. It loses its tendril attacks but gains a bite attack (+23 melee, 1D6+6 plus poison [DC 25, 1D6 Con/2D6 Con]). This ability functions like the change shape ability.

The yochlol torturer is a truenamer who takes delight in using its utterances to aid in its torture.

URIALLE, YOCHLOL TORTURER CR 20
Fiendish Codex I page 54, Tome of Magic page 198
Yochlol Truenamer 12
CE Medium outsider (chaotic, evil, shapechanger)
Init +6; Senses darkvision 60 ft; Listen +15, Spot +15
Languages Abyssal, Draconic, Elven, Undercommon; telepathy 100 ft


AC 22 (21 in spider form, 23 in drow form), touch 22 (21 in spider form, 16 in drow form), flat-footed 16 (15 in spider form, 17 in drow form); Combat Expertise
hp 197 (22 HD); DR 10/magic
Immune acid, electricity, mind-affecting spells and effects, poison
Resist cold 10, fire 10; SR 19
Fort +16, Ref +17, Will +17

Spd 30 ft (6 squares)
Melee drow form +2 anarchic two-bladed sword +26/+21/+16/+11 (1D8+9)
Melee drow form +2 anarchic two-bladed sword +24/+19/+14/+9 (1D8+7) and +2 anarchic two-bladed sword +22 (1D8+4)
Melee 8 tendrils +25 (1D4+5)
Ranged drow form mwk hand crossbow +26 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +19; Grp +24
Atk Options Combat Expertise
Special Actions Recitation of the Fortified State
Combat Gear +2 anarchic two-bladed sword, masterwork hand crossbow, crossbow bolts (20)
Spell-Like Abilities (CL 10):
At will - detect thoughts (DC 18), dominate person (DC 21), darkness, desecrate (evil), greater teleport (self plus 50 lbs of objects only), spider climb, stone shape, web (DC 18)
Utterances Known (CL 12 [CL 14 to overcome SR], melee touch +23, ranged touch +25, DC 21 [22 vs humanoids]):
Lexicon of the Evolving Mind:
4th - potent word of nurturing, spell rebirth, word of bolstering
3rd - energy negation, greater speed of the zephyr, moderate word of nurturing
2nd - lesser word of nurturing, strike of might, temporal twist
1st - inertia surge, minor word of nurturing, universal aptitude
Lexicon of the Crafted Tool:
3rd - suppress weapon
2nd - agitate metal
1st - keen weapon
Lexicon of the Perfected Map:
2nd - energy vortex
1st - fog from the void

Abilities Str 20, Dex 22, Con 20, Int 18, Wis 15, Cha 22
SQ gaseous form, humanoid form, known personal truename, Lolth's favour, mind blank, rapid shapeshifter, see the named 1/day, spider form
Feats Combat Casting, Combat Expertise, Exotic Weapon (hand crossbow), Exotic Weapon (two-bladed sword), Focused Lexicon (humanoids), Persuasive, Recitation of the Fortified State, Skill Focus (truespeak), Spell Penetration, Truename Research, Two-Weapon Fighting, Weapon Finesse
Skills
Bluff +21, Concentration +18, Diplomacy +23, Hide +19, Intimidate +26, Knowledge (arcana) +20, Knowledge (dungeoneering) +20, Knowledge (planes) +20, Knowledge (religion) +20, Listen +21, Move Silently +19, Perform (oratory) +7, Sense Motive +15, Spot +21, Tumble +18, Truespeak +42
Possessions combat gear, +3 mithral chain shirt, greater amulet of the silver tongue, blue cube teleportation key (currently held by one of the yochlols upstairs in area F8)

Gaseous Form (Su) A yochlol can assume gaseous form, appearing as a roiling cloud of oily green smoke. In this form, a yochlol's statistics do not change, although it is treated as if under the effects of a gaseous form spell that cannot be dispelled. A gaseous yochlol can use contact other plane at will as an additional spell-like ability. Any creature sharing the same square as a gaseous yochlol at the end of that creature's turn is affected as if by a stinking cloud spell (DC 26).

Humanoid Form (Su) A yochlol can assume the form of a hauntingly beautiful human or elf (usually drow) woman. It has only a little flexibility in altering its specific appearance, and as a result can't use this ability to disguise itself as a specific individual. This ability functions like the change shape ability.

Yochlols are nude when they initially assume humanoid form, so they often wait to assume this form until they have equipment and weapons ready. Yochlols in human form cannot make tendril attacks. Yochlols are proficient with all simple and martial weapons, but they prefer to use weapons such as rapiers to take advantage of Weapon Finesse.

Lolth's Favour (Su) As a handmaiden of Lolth, a yochlol receives the Spider Queen's favour in the form of a deflection bonus to its AC equal to its Cha bonus. It does not retain the bonus while in humanoid form, but it does retain the bonus on its gaseous and spider forms. This bonus is included in the above statistics.

Mind Blank (Su) A yochlol is protected at all times by the equivalent of a mind blank spell. This effect cannot be dispelled.

Rapid Shapeshifter (Ex) A yochlol can shift between its four forms with astounding speed. Changing shape is a swift action that the yochlol can perform as often as once per round.

Spider Form (Su) A yochlol can assume spider form, appearing as a Medium monstrous black widow spider. It retains all of its base statistics but gains a climb speed of 30 ft. It loses its tendril attacks but gains a bite attack (+25 melee, 1D6+6 plus poison [DC 26, 1D6 Con/2D6 Con]). This ability functions like the change shape ability.

The Summoning Circle in the chamber is one of the few means to actually summon or call a creature in the Demonweb Pits. It was created specifically by Lolth to allow summoning and calling. The circle only allows summoning or calling spells to be cast within its confines (though such creatures can then leave the circle). The circle does not provide the bonuses mentioned in the text.

The prisoners are all of the races described, though their origins will need to be modified to fit into Therran geography and cosmology.

The frost dwarf is from Kostchtchie's domain, and was captured and brought here by demon servants of Lolth in order to learn more about the mortals who sought to slay the demonlord. The dwarf can provide valuable insight into Kostchtchie's likely whereabouts should the Heroes of the Gem desire to locate the demonlord once again.

The aasimar was captured on the Astral Plane and brought here by yochlol servants of Lolth.

The elves and humans were all thrown into the Demonweb Pits by the drow of Rabat-wruinu'ili. They are slaves brought to the underdark during the War of the Gem by drow priestesses returning from battle.

F10 - Spider Golem Door (EL 22):

The dretch that emerges from the spider golem door is running off on some random errand. It can be spoken to as indicated, but doesn't have much to say, other than informing the PCs that Lolth herself dwells just beyond.

The only way for the PCs to talk their way past the guardians is with the Platinum Key. It will require a good disguise, believable story, and a DC 25 Bluff check. They could pose as drow worshippers or possibly as demonic envoys called to the summoning circle in area F9. If the Bluff check fails, the guardian will be suspicious and will demand the PCs wait while he contacts the whip priestesses at the Fane in order to make sure that Ardvalce actually gave them the key. Of course, if he finds out that the key was not given, or gets no answer from the fane, he will likely know that something is amiss.

In any event, due to the magical mirror barriers and the fog between this area and the Grand Council Chamber, no noise from here will pentrate into the Grand Chamber to alert those within. Similarly, once the PCs are inside the Grand Chamber, these guardians here will not respond to trouble within.

The spider golem is a greater stone golem. The other guardian is a deathdrinker demon assassin, part of a coven of such demons that dwells in the Demonweb Pits and serves Lolth (most of them as clerics).

SPIDER GREATER STONE GOLEM CR 16
N Huge construct
Init -2; Senses darkvision 60 ft, low-light vision; Listen +0, Spot +0


AC 27, touch 16, flat-footed 27
hp 271 (42 HD); DR 10/adamantine
Immune magic
Fort +14, Ref +12, Will +14

Spd 20 ft (6 squares)
Melee 2 slams +42 (4D8+13)
Space 15 ft; Reach 15 ft
Base Atk +31; Grp +52
Special Actions slow

Abilities Str 37, Dex 7, Con -, Int -, Wis 11, Cha 1
SQ construct traits

Immunity to Magic (Ex) A stone golem is immune to any spell or spell-like ability that allows spell resistance. In addition, certain spells and effects function differently against the creature, as noted below.

A transmute rock to mud spell slows a stone golem (as the slow spell) for 2D6 rounds, with no saving throw, while transmute mud to rock heals all of its lost hit points.

A stone to flesh spell does not actually change the golem’s structure but negates its damage reduction and immunity to magic for 1 full round.

Slow (Su) A stone golem can use a slow effect, as the spell, as a free action once every 2 rounds. The effect has a range of 10 ft and a duration of 7 rounds, requiring a DC 31 Will save to negate.

DEATHDRINKER ASSASSIN CR 22
Monster Manual IV page 40
Deathdrinker Assassin 4
CE Huge outsider (chaotic, evil)
Init +6; Senses darkvision 60 ft, true seeing; Listen +30, Spot +30
Aura unlife (10 ft)
Languages Abyssal, Undercommon


AC 35, touch 10, flat-footed 35; uncanny dodge
hp 414 (31 HD); DR 15/good and lawful
Immune negative energy, poison
Resist acid 10, cold 10, electricity 10, fire 10; SR 29
Fort +26, Ref +19, Will +19; glory in slaughter

Spd 35 ft (7 squares)
Melee +3 adamantine longsword [2H] +41/+36/+31/+26 (3D6+18/17-20)
Ranged mwk composite longbow +32/+27/+22/+17 (3D6+8)
Space 15 ft; Reach 15 ft
Base Atk +30; Grp + 48
Atk Options Cleave, glory in slaughter, Great Cleave, Power Attack, sneak attack +2D6
Special Actions Combat Reflexes, Improved Sunder
Combat Gear +3 adamantine longsword, masterwork composite longbow (+8 Str bonus), arrows (24), oil of align weapon, oil of bless weapon, oil of corrupt weapon, arcane scrolls of transmute mud to rock (4) (CL 9)
Spell-Like Abilities (CL 20):
At will - air walk (self only), greater dispel magic, greater teleport (self plus 50 lbs of objects only)
Assassin Spells Known (CL 4; melee touch +37, ranged touch +29):
2nd (1/day) - cat's grace, invisibility, veil of shadow
1st (4/day) - assassin's strike, obscuring mist, shock and awe, true strike

Abilities Str 30, Dex 14, Con 28, Int 14, Wis 11, Cha 11
SQ death drink
Feats Cleave, Combat Reflexes, Great Cleave, Improved Critical (longsword), Improved Initiative, Improved Sunder, Iron Will, Power Attack, Quickdraw, Quicken Spell-Like Ability (greater teleport), Quicken Spell-Like Ability (greater dispel magic)
Skills
Balance +7, Concentration +39, Hide +28, Intimidate +30, Jump +42, Knowledge (planes) +32, Listen +30, Move Silently +32, Spot +30, Survival +26 (+30 on other planes), Use Magic Device +24
Possessions combat gear, +2 breastplate, gems and jewerly worth 13000 gp

Aura of Unlife (Su) Creatures take 2D6 points of damage at the end of each of the deathdrinker's turns if they are within 10 ft of it. This is a negative energy effect. Undead are instead healed of a like amount of damage.

Death Attack (Ex) If an assassin studies his victim for 3 rounds and then makes a sneak attack with a melee weapon that successfully deals damage, the sneak attack can paralyze or kill the target (assassin's choice). While studying the victim, the assassin can take other actions as long as his attention stays focused on the target and the target does not detect him. If the victim fails a DC 16 Fort save against the kill effect, the target dies. If the paralysis saving throw fails, the victim is rendered helpless and unable to act for 1D6+4 rounds. If the save succeeds, the attack is just a normal sneak attack. Once the assasin has completed the 3 rounds of study, he must make the death attack within the next 3 rounds.

If a death attack is attempted and fails (the victim makes his save) or if the assassin does not launch the attack within 3 rounds, 3 new rounds of study are required before he can attempt another death attack.

Deathdrink (Su) If a deathdrinker deals enough damage to a creature to kill it, with either its death aura or a melee attack, it instantly deals 1D8 hp of damage per HD of the creature it killed.

Glory in Slaughter (Ex) A deathdrinker gains a +5 morale bonus on attack rolls, damage rolls, and saving throws for 1 minute after it kills a worthy opponent (a creature with at least 10 HD).

True Seeing (Su) As the true seeing spell; continuous; CL 20.

The deathdrinker demon will be hiding in shadows when the PCs first arrive. He will allow the PCs to enter the room and approach the center before questioning them from the shadows.

If combat occurs, the demon will deign to use his scrolls to heal the golem whenever possible.

There is no chance to hear any voices through the archway. The glitterdust effect has a DC of 22 (CL 20).

The deathdrinker will release a flash of negative energy rather than blood when it is killed. This flash has no in game effect. The spider golem, when destroyed, will release dust as indicated in the text.

F11 - The Great Mirror:

While the mirrors are present, as there is no Plane of Mirrors in Therra, there are no mirror mephits or nerra. The mirrors are merely mirrors set onto the walls for purposes of decoration.

The Grand Council Chamber (EL 24):

Unlike in the text, this is where the court of Lolth resides when she is present. All of the creatures here are servants and sycophants of the Spider Queen, and they will react against intruders with hostility unless Lolth wishes it otherwise.

Unlike the text, where each embassy is dealt with more or less as a separate encounter, this scenario presents this location as the stage of a battle royale. As such, each location on the map on page 121 of the text indicating a creature has a substitute listed below.

The demons here tend to hang around here all the time, as they need neither sleep nor food or drink. Instead, they converse, plot, wheedle, occasionally fight, etc.

The drow here are granted positions of honour to attend to Lolth for a period of time. The drow are expected to stand duty for at least 24 hours before teleporting away and being relieved by similar drow the next day. Such drow usually are called to the Demonweb by Lolth to serve for a period that can measure years or even decades. They serve in the Grand Chamber usually one day per week.

B = This is Gethshuq, the current favoured porter of Lolth. He is at the top of the pecking order of bebiliths who serve Lolth, and he has a fearsome reputation throughout the netherworld as Lolth's enforcer and hitspider.

GETHSHUQ CR 17
Bebilith Fighter 4
CE Huge outsider (chaotic, evil)
Init +6; Senses darkvision 60 ft, Track; Listen +22, Spot +22
Languages Abyssal (understand only); telepathy 100 ft


AC 23, touch 10, flat-footed 21; Dodge, Mobility
hp 279 (22 HD); DR 10/good
Fort +19, Ref +13, Will +12

Spd 40 ft (8 squares), climb 20 ft (4 squares)
Melee bite +29 (2D6+9 plus poison/19-20) and 2 claws +27 (2D4+4/19-20)
Ranged web +22
Space 15 ft; Reach 10 ft
Base Atk +22; Grp +39
Atk Options Cleave, Power Attack, rend armour
Special Actions Improved Grapple, Spring Attack
Combat Gear net of mass hold person (CL 13, 12 charges) *

Abilities Str 28, Dex 14, Con 26, Int 11, Wis 13, Cha 13
SQ plane shift
Feats Cleave, Dodge, Improved Critical (bite), Improved Critical (claw), Improved Initiative, Improved Grapple, Mobility, Multiattack, Power Attack, Spring Attack, Track
Skills
Climb +30, Diplomacy +19, Hide +22, Jump +34, Listen +22, Move Silently +22, Search +15, Sense Motive +16, Spot +22, Survival +1 (+3 following tracks)
Possessions combat gear, bag of holding (type I), demon ears and eyes and horns, gambling stakes (20000 gp in gems), blue cube teleportation key

Plane Shift (Su) This ability affects only the bebilith. It is otherwise similar to the spell (CL 12).

Poison (Ex) Injury, Fort DC 29, initial damage 1D6 Con, secondary damage 2D6 Con. Bebilith venom is highly perishable, losing its potency and becoming inert, foul-smelling goo almost as soon as it comes into contact with air.

Rend Armour (Ex) If a bebilith hits with both claw attacks, it pulls apart any armor worn by its foe. This attack deals 4D6+18 points of damage to the opponent’s armor. Creatures not wearing armor are unaffected by this special attack. Armor reduced to 0 hit points is destroyed. Damaged armor may be repaired with a successful Craft (armorsmithing) check.

Web (Ex) A bebilith can throw a web up to four times per day. This is similar to an attack with a net but has a maximum range of 30 ft, with a range increment of 10 ft. This attack is effective against targets of up to Gargantuan size. The web anchors the target in place, allowing no movement.

An entangled creature can escape with a DC 29 Escape Artist check or burst the web with a DC 29 Str check. The web has 14 hp and hardness 0. There is a 75% chance that the webbing will not burn if any sort of fire is applied to it (check each round).

* This item is detailed below and in the published text

BA = This is an advanced bebilith that leads a group of 3 such creatures serving as the militia of Lolth (M). These demons are under the direct command of the marilith (D)

ADVANCED BEBILITH CR 13
CE Huge outsider (chaotic, evil)
Init +5; Senses darkvision 60 ft, Track; Listen +22, Spot +22
Languages Abyssal (understand only); telepathy 100 ft


AC 22, touch 9, flat-footed 21; Dodge, Mobility
hp 225 (18 HD); DR 10/good
Fort +19, Ref +12, Will +12

Spd 40 ft (8 squares), climb 20 ft (4 squares)
Melee bite +25 (2D6+9 plus poison) and 2 claws +20 (2D4+4)
Ranged web +17
Space 15 ft; Reach 10 ft
Base Atk +18; Grp +35
Atk Options Cleave, Power Attack, rend armour
Special Actions Improved Grapple

Abilities Str 28, Dex 13, Con 26, Int 11, Wis 13, Cha 13
SQ plane shift
Feats Cleave, Dodge, Improved Initiative, Improved Grapple, Mobility, Power Attack, Track
Skills
Climb +30, Diplomacy +15, Hide +22, Jump +34, Listen +22, Move Silently +22, Search +15, Sense Motive +16, Spot +22, Survival +1 (+3 following tracks)

Plane Shift (Su) This ability affects only the bebilith. It is otherwise similar to the spell (CL 12).

Poison (Ex) Injury, Fort DC 27, initial damage 1D6 Con, secondary damage 2D6 Con. Bebilith venom is highly perishable, losing its potency and becoming inert, foul-smelling goo almost as soon as it comes into contact with air.

Rend Armour (Ex) If a bebilith hits with both claw attacks, it pulls apart any armor worn by its foe. This attack deals 4D6+18 points of damage to the opponent’s armor. Creatures not wearing armor are unaffected by this special attack. Armor reduced to 0 hit points is destroyed. Damaged armor may be repaired with a successful Craft (armorsmithing) check.

Web (Ex) A bebilith can throw a web up to four times per day. This is similar to an attack with a net but has a maximum range of 30 ft, with a range increment of 10 ft. This attack is effective against targets of up to Gargantuan size. The web anchors the target in place, allowing no movement.

An entangled creature can escape with a DC 27 Escape Artist check or burst the web with a DC 27 Str check. The web has 14 hp and hardness 0. There is a 75% chance that the webbing will not burn if any sort of fire is applied to it (check each round).

D = A marilith demon serves as major domo of Lolth's audience chamber. The demoness, named D'raqqua, commands and coordinates all of the beings here unless Lolth herself is present.

D'RAQQUA CR 17
CE Large outsider (chaotic, evil, tanar'ri)
Init +4; Senses darkvision 60 ft, true seeing; Listen +31, Spot +31
Languages Abyssal, Celestial, Draconic


AC 29 touch 13, flat-footed 25
hp 216 (16 HD)
Immune electricity, fire
Resist acid 10, cold 10, fire 10; SR 25
Fort +19, Ref +14, Will +14

Spd 40 ft (8 squares)
Melee
longsword +25/+20/+15/+10 (2D6+9) and 5 longswords +25 (2D6+4) and tail slap +22 (4D6+4)
Melee 6 slams +24 (1D8+9) and tail slap +22 (4D6+4)
Space 10 ft; Reach 10 ft
Base Atk +16; Grp +29
Atk Options Combat Expertise, Combat Reflexes, improved grab, Power Attack
Special Actions constrict 4D6+13, summon demon
Combat Gear
longswords (6), potions of fly (2) (CL 5), potions of cure serious wounds (2) (CL 5), potions of shield of faith +4 (2) (CL 12)
Spell-Like Abilities (CL 16):
At will - align weapon, blade barrier (DC 23), magic weapon, project image (DC 23), see invisibility, telekinesis (DC 22), greater teleport (self plus 50 lbs of objects only), unholy aura (DC 25)

Abilities Str 29, Dex 19, Con 29, Int 18, Wis 18, Cha 24
Feats Combat Expertise, Combat Reflexes, Multiattack, Multiweapon Fighting, Power Attack, Weapon Focus (longsword)
Skills
Bluff +26, Concentration +28, Diplomacy +30, Disguise +7 (+9 acting), Hide +19, Intimidate +28, Listen +31, Move Silently +23, Search +23, Sense Motive +23, Spellcraft +23 (+25 scrolls), Spot +31, Survival +4 (+6 following tracks), Use Magic Device +26 (+28 scrolls)
Possessions combat gear, gold and jacinth necklace worth 2000 gp

Constrict (Ex) A marilith deals 4D6+13 points of damage with a successful grapple check. The constricted creature must succeed on a DC 27 Fort save or lose consciousness for as long as it remains in the coils and for 2D4 rounds thereafter.

Improved Grab (Ex) To use this ability, a marilith must hit with its tail slap attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it succeeds on the grapple check, it can constrict.

Summon Demon (Sp) Once per day a marilith can attempt to summon 4D10 dretches, 1D4 hezrou, or one nalfeshnee with a 50% chance of success, or one glabrezu or another marilith with a 20% chance of success. This ability is the equivalent of a 5th level spell.

True Seeing (Su) Mariliths continuously use this ability, as the spell (caster level 16).

F = This is the station of the current ranking whip priestess, known as a fang priestess. The priestess here outranks the priestesses in the Fane.

FANG PRIESTESS CR 14
Female drow Cleric 13
CE Medium humanoid (elf)
Init +5; Senses darkvision 120 ft, Search check within 5 ft of secret door; Listen +9, Spot +9
Languages Elven, Abyssal, Drow Sign Language, Undercommon

AC 22, touch 11, flat-footed 21; Combat Expertise, Divine Shield
hp 74 (13 HD)
Immune sleep
SR 24
Weakness light blindness
Fort +9, Ref +5, Will +13 (+15 vs spells and spell-like abilities); +2 vs enchantments

Spd 20 ft (4 squares)
Melee +2 shock scourge +13/+8 (1D8+4 plus 1D6 electricity)
Space 5 ft; Reach 5 ft
Base Atk +9; Grp +11
Atk Options Combat Expertise, Improved Disarm, smite (1/day, +4 attack bonus, +13 damage)
Special Actions rebuke undead (6/day, +2 synergy bonus)
Combat Gear +2 shock scourge, potion of remove disease (CL 5), potion of remove paralysis (CL 3), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (3)
Spell-Like Abilities (CL 13):
1/day - dancing lights, darkness, faerie fire
Cleric Spells Prepared (CL 13 [CL 14 evil spells], melee touch +11, ranged touch +10):
7th - disintegrate
(d) (DC 21), divine talion (DC 21)
6th - blade barrier (DC 20), harm
(d) (DC 20), heal
5th - flame strike (DC 19), mass inflict light wounds
(d) (DC 19), righteous wrath of the faithful, slay living (DC 19), wall of stone
4th - confusion
(d) (DC 18), contingent energy resistance, cure critical wounds, dread blast (evil, DC 18), freedom of movement, panacea
3rd - bestow curse (DC 17), blindness/deafness (DC 17), contagion
(d) (evil, DC 17), dispel magic, magic circle against good (evil), mass conviction
2nd - cure moderate wounds (2), death knell (evil, DC 16), hold person (DC 16), invisibility
(d), sound burst (DC 16), spiritual weapon
1st - bane (DC 15), bless, cure light wounds (2), deathwatch (evil), divine favour, inflict light wounds
(d) (DC 15)
0 - cure minor wounds, detect poison, guidance, mending, purify food and drink, resistance
Domains Chaos (+1 CL chaotic spells), Destruction (1/day, +4 attack bonus, +13 damage), Evil (+1 CL evil spells), Trickery (Bluff, Disguise, Hide class skills)

Abilities Str 15, Dex 13, Con 12, Int 15, Wis 20, Cha 17
Feats Combat Expertise, Divine Shield, Exotic Weapon Proficiency (scourge), Improved Disarm, Improved Initiative
Skills
Bluff +6, Concentration +20, Diplomacy +7, Disguise +5 (+7 acting), Intimidate +5, Jump +3, Knowledge (religion) +10, Listen +9, Search +6, Sense Motive +9, Spellcraft +10, Spot +9
Possessions combat gear, +2 drowcraft breastplate, +2 drowcraft heavy steel shield, masterwork potion belt, silver unholy symbol to Lolth, spell component pouch, 160 pp, blue cube teleportation key

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

G = This is Gervix, a marquis cambion birthed of Lolth mating with a half-fiend drow priestess. He is currently favoured by Lolth, and is likely to remain so for a time before being slain or fleeing the Spider Queen's presence. As of now, he is attempting to slowly usurp the marilith's status and position.

GERVIX CR 18
Expedition to the Demonweb Pits page 195
Male marquis cambion demon Rogue 2/Sorcerer 11
CE Medium outsider (chaotic, evil)
Init +4; Senses darkvision 60 ft, trapfinding; Listen +14, Spot +14
Languages Abyssal, Celestial, Undercommon; telepathy 100 ft


AC 21 touch 15, flat-footed 18
hp 138 (19 HD)
Immune electricity, poison
Resist acid 10, cold 10, fire 10; SR 16
Fort +12, Ref +15, Will +17; evasion

Spd 30 ft (6 squares)
Melee +1 consumptive
longsword +19/+14/+9 (1D8+8 plus 1D6 negative energy)
Ranged barbed javelin +16 (1D10+5)
Space 5 ft; Reach 5 ft
Base Atk +12; Grp +17
Atk Options sneak attack +1D6
Combat Gear
+1 consumptive longsword,
longswords (4), barbed javelins (6), potions of cure serious wounds (2) (CL 5), arcane scroll of fireball (CL 10), arcane scroll of scintillating sphere (CL 10)
Spell-Like Abilities (CL 6):
At will - charm person (DC 13), mirror image
7/day - invisibility
Sorcerer Spells Known (CL 15, melee touch +17, ranged touch +16):
5th (5/day) - blast of elemental fury (DC 20), prismatic ray (DC 20)
4th (6/day) - doom scarabs (DC 19), flight of the dragon, orb of sound (DC 19)
3rd (7/day) - dispel magic, lightning bolt (DC 18), steeldance, wall of ectoplasm
2nd (8/day) - blur, escalating enfeeblement, magical backlash (DC 17), numbing sphere (DC 17), seeking ray
1st (8/day) - deflect arrow, expeditious retreat, mage armour *, magic missile, shield
0 (6/day) - acid splash, daze (DC 15), detect magic, light, mage hand, mending, ray of frost, read magic, resistance

Abilities Str 20, Dex 18, Con 18, Int 16, Wis 17, Cha 21
SQ alternate form, silent metal
Feats Alertness, Empower Spell, Energy Substitution (acid), Iron Will, Practiced Spellcaster, Silent Spell, Weapon Focus (longsword)
Skills
Balance +8, Bluff +19, Climb +14, Concentration +25, Diplomacy +16, Escape Artist +14, Gather Information +13, Hide +15, Jump +10, Knowledge (arcana) +13, Knowledge (local) +12, Listen +14, Move Silently +15, Sense Motive +15, Spellcraft +13, Spot +14, Tumble +15
Possessions combat gear, ring of protection +2, cloak of charisma +4, spell component pouch, various jewerly worth 10000 gp

Alternate Form (Su) A cambion can assume the form of a drow elf. The cambion can remain in its drow elf form until it chooses to return to its natural form.

Silent Metal (Ex) A cambion has no armour check penalty on Hide and Move Silently checks.

* This spell is always cast and is reflected in the above statistics

H = These beasts are the pets of the yochlol arachnomancer (Y). They are intensely loyal to the arachnomancer and will follow its commands unerringly, except when countermanded by Lolth herself.

HUGE FIENDISH LOLTH-TOUCHED ADVANCED MONSTROUS SPIDERS (4) CR 10
Monster Manual IV page 92
NE Huge magical beast (augmented vermin)
Init +3; Senses darkvision 60 ft, tremorsense 60 ft; Spot +6


AC 16, touch 11, flat-footed 13
hp 143 (15 HD); DR 10/magic
Immune fear
Resist cold 10, fire 10; SR 20
Fort +14, Ref +8, Will +5

Spd 30 ft (6 squares), climb 20 ft (4 squares)
Melee bite +18 (2D6+12 plus poison)
Space 15 ft; Reach 10 ft
Base Atk +15; Grp +27
Atk Options smite good (1/day, +15 damage)
Special Actions web

Abilities Str 26, Dex 17, Con 20, Int 3, Wis 10, Cha 2
SQ vermin traits
Skills
Climb +16, Hide +2*, Jump +8, Move Silently +5*, Spot +6

Poison (Ex) Injury, Fort DC 22, initial and secondary damage 1D8 Str.

Web (Ex) A spider's web strand can support the spider and one other creature of the same size.

Spider's can throw a web 8/day. This is similar to an attack with a net, but has a maximum range of 50 ft, with a range increment of 10 ft, and is effective against targets up to one size category larger than the spider.

An entangled creature can escape with a DC 22 Escape Artist check or burst it with a DC 26 Str check. Both are standard actions.

Spider's often create sheets of sticky webbing from 5 to 60 ft square. They usually position these sheets to snare flying creatures but can also try to trap prey on the ground. Approaching creatures must succeed on a DC 20 Spot check to notice a web, otherwise they stumble into it and become trapped as though by a successful web attack. Attempts to escape or burst the webbing gain a +5 bonus if the trapped creature has something to walk on or grab while pulling free. Each 5 ft section has 14 hp and DR 5/-.

A spider can move across its own webs at its climb speed and can pinpoint the location of any creature touching its web.

* +8 bonus on Hide and Move Silently checks when using its web

K = This is Kizzinmugk, an abyssal giant recruited by the marilith as her "muscle". The two are sometimes lovers and the giant is insanely loyal to her...for the moment.

KIZZINMUGK CR 13
Expedition to the Demonweb Pits page 204
Advanced abyssal giant
CE Huge giant (evil)
Init +0; Senses darkvision 120 ft, low-light vision, Track; Listen +23, Spot +23
Languages Abyssal, Giant


AC 31, touch 8, flat-footed 31
hp 252 (24 HD); DR 5/adamantine
Immune acid, charm, cold, fire
Resist electricity 20
Fort +20, Ref +9, Will +15

Spd 30 ft (6 squares)
Melee mwk greatsword +30/+25/+20/+15 (3D8+16/17-20)
Melee 2 slams +27 (1D6+11)
Ranged exploding rock +18 (2D8+11 in 10 ft radius)
Space 15 ft; Reach 15 ft
Base Atk +18; Grp +39
Atk Options exploding rocks, Mage Slayer, sword of corruption
Special Actions chaos shape, Snatch
Combat Gear greatsword, rocks (20), potions of cure serious wounds (3) (CL 5)

Abilities Str 32, Dex 13, Con 22, Int 12, Wis 18, Cha 13
SQ rock catching
Feats Blind-Fight, Greater Weapon Focus (greatsword), Improved Critical (greatsword), Mage Slayer, Power Attack, Snatch, Track, Weapon Focus (greatsword)
Skills
Bluff +14, Climb +19, Intimidate +22, Listen +23, Sense Motive +10, Spellcraft +3, Spot +23, Survival +12
Possessions combat gear, banded mail, huge leather bag

Change Shape (Su) While they remain in their native demiplane, abyssal giants can reshape the ground around them permanently with an effort of will. If they take a full-round action, they can create a pit either 60 ft deep and 20 ft by 2- ft at its mouth, or a trench 20 ft wide and deep and 60 ft long. They love to throw rocks at foes attempting to climb out of such a pit or trench.

Exploding Rocks (Ex) An abyssal giant can throw rocks with a range increment of 100 ft and with a +1 racial bonus on attack rolls. The rocks of abyssal giants explode on impact, dealing 2D8+10 points of damage to anyone within 10 ft of the impact point. Secondary targets (those from 15 ft to 25 ft away from the point of impact) who succeed on a DC 18 Ref save take half damage.

Rock Catching (Ex) An abyssal giant can catch Small, Medium, or Large rocks (or projectiles of similar shape).

Once per round, an abyssal giant that would normally be hit by a rock can make a Ref save to catch it as a free action. The DC is 15 for a Small rock, 20 for a Medium one, and 25 for a Large one (if the projectile provides a magical bonus on attack rolls, the DC increases by that amount.). The abyssal giant must be ready for and aware of the attack in order to make a rock catching attempt.

Sword of Corruption (Su) When an abyssal giant threatens a critical hit with its greatsword, the latent corrupting power of the blade is released. Regardless of whether the critical hit is confirmed, the blade releases energy that deals 4D8 points of vile damage against lawful foes and 2D8 points of vile damage against all others. Vile damage can be healed only by magic cast within the areas of a consecrate or hallow spell.

L = This vrock is Lummegier, commander of Lolth's vrock squadrons. He has brought three other vrocks here with him to petition Lolth for a favour or two, and while his flock mates pick at the corpses of two just-punished drow males, he looks above the fray, keeping an eye on the others in the chamber.

LUMMEGIER CR 14
Advanced vrock Blackguard 3
CE Large outsider (chaotic, evil, tanar'ri)
Init +3; Senses darkvision 60 ft; Listen +28, Spot +28
Aura despair (10 ft), evil
Languages Abyssal, Celestial, Draconic; telepathy 100 ft


AC 30, touch 14, flat-footed 27; Miss Chance 20% cloak of displacement
hp 203 (17 HD); DR 10/good
Immune electricity, poison
Resist acid 10, cold 10, fire 10; SR 17
Fort +22, Ref +16, Will +16

Spd 30 ft (6 squares), fly 50 ft (average) (10 squares)
Melee 2 claws +23 (2D6+7) and bite +21 (1D8+3) and 2 talons +21 (1D6+3)
Space 10 ft; Reach 10 ft
Base Atk +17; Grp +28
Atk Options Cleave, Power Attack
Special Actions Combat Reflexes, command undead (1st level cleric, 6/day), dance of ruin, smite good 1/day (+3 attack, +3 damage), spores, stunning screech, summon demon
Combat Gear purple worm poison (injury, Fort DC 24, 1D6 Str/2D6 Str) (4)
Spell-Like Abilities (CL 12):
At will - mirror image, greater teleport (self plus 50 lbs of objects only), telekinesis (DC 18)
1/day - heroism
Blackguard Spells Prepared (CL 3, melee touch +24, ranged touch +19):
2nd - bull's strength
1st - divine sacrifice, resurgence

Abilities Str 24, Dex 15, Con 25, Int 14, Wis 16, Cha 16
SQ detect good
Feats Cleave, Combat Reflexes, Multiattack, Power Attack
Skills
Concentration +20, Diplomacy +18, Hide +16, Intimidate +23, Knowledge (religion) +15, Listen +28, Move Silently +20, Search +15, Sense Motive +20, Spellcraft +19, Spot +28, Survival +3 (+5 following tracks)
Possessions combat gear, +2 studded leather armour, ring of protection +2, gloves of dexterity +2, cloak of displacement

Aura of Despair (Su) Enemies within 10 ft of Lummegier take a -2 penalty on all saving throws.

Dance of Ruin (Su) To use this ability, a group of at least three vrocks must join hands in a circle, dancing wildly and chanting.

At the end of 3 rounds of dancing, a wave of crackling energy flashes outward in a 100 ft radius. All creatures except for demons within the radius take 20D6 points of damage (Ref DC 21 half). Stunning, paralyzing, or slaying one of the vrocks stops the dance.

Spores (Ex) Lummegier can release masses of spores from its body once every 3 rounds as a free action. The spores automatically deal 1D8 points of damage to all creatures adjacent to Lummegier. They then penetrate the skin and grow, dealing an additional 1D4 points of damage each round for 10 rounds. At the end of this time, the victim is covered with a tangle of viny growths. The vines are harmless and wither away in 1D4 days. A delay poison spell stops the spores’ growth for its duration. Bless, neutralize poison, or remove disease kills the spores, as does sprinkling the victim with a vial of holy water.

Stunning Screech (Su) Once per hour Lummegier can emit a piercing screech. All creatures except for demons within a 30 ft radius must succeed on a DC 25 Fort save or be stunned for 1 round.

Summon Demon (Sp) Once per day, a vrock can attempt to summon 2D10 dretches or another vrock with a 35% chance of success. This ability is the equivalent of a 3rd level spell (CL 9).

M = These are three bebeliths militia under the command of their leader (BA).

BEBILITHS (3) CR 10
CE Huge outsider (chaotic, evil)
Init +5; Senses darkvision 60 ft, Track; Listen +16, Spot +16
Languages Abyssal (understand only); telepathy 100 ft


AC 22, touch 9, flat-footed 21
hp 150 (12 HD); DR 10/good
Fort +16, Ref +9, Will +9

Spd 40 ft (8 squares), climb 20 ft (4 squares)
Melee bite +19 (2D6+9 plus poison) and 2 claws +14 (2D4+4)
Ranged web +11
Space 15 ft; Reach 10 ft
Base Atk +12; Grp +29
Atk Options Cleave, Power Attack, rend armour
Special Actions Improved Grapple

Abilities Str 28, Dex 12, Con 26, Int 11, Wis 13, Cha 13
SQ plane shift
Feats Cleave, Improved Initiative, Improved Grapple, Power Attack, Track
Skills
Climb +24, Diplomacy +3, Hide +16, Jump +28, Listen +16, Move Silently +16, Search +15, Sense Motive +16, Spot +16, Survival +1 (+3 following tracks)

Plane Shift (Su) This ability affects only the bebilith. It is otherwise similar to the spell (CL 12).

Poison (Ex) Injury, Fort DC 24, initial damage 1D6 Con, secondary damage 2D6 Con. Bebilith venom is highly perishable, losing its potency and becoming inert, foul-smelling goo almost as soon as it comes into contact with air.

Rend Armour (Ex) If a bebilith hits with both claw attacks, it pulls apart any armor worn by its foe. This attack deals 4D6+18 points of damage to the opponent’s armor. Creatures not wearing armor are unaffected by this special attack. Armor reduced to 0 hit points is destroyed. Damaged armor may be repaired with a successful Craft (armorsmithing) check.

Web (Ex) A bebilith can throw a web up to four times per day. This is similar to an attack with a net but has a maximum range of 30 ft, with a range increment of 10 ft. This attack is effective against targets of up to Gargantuan size. The web anchors the target in place, allowing no movement.

An entangled creature can escape with a DC 24 Escape Artist check or burst the web with a DC 24 Str check. The web has 14 hp and hardness 0. There is a 75% chance that the webbing will not burn if any sort of fire is applied to it (check each round).

O = This is an advanced web golem named Ooraag crafted by a powerful drow mage on Therra as a gift to Lolth. It is commanded to obey Lolth in all things, and to obey whomever they commands it to obey. So far, Lolth has commanded it to obey the marilith (D).

ADVANCED WEB GOLEM CR 11
Monster Manual III page 74
N Huge construct
Init +4; Senses darkvision 60 ft, low-light vision; Listen +0, Spot +0


AC 23, touch 12, flat-footed 19
hp 161 (22 HD); fast healing 5; DR 10/adamantine
Immune magic
Vulnerable fire
Fort +7, Ref +12, Will +7

Spd 30 ft (6 squares); spider climb
Melee 2 slams +23 (3D10+9) and bite +18 (1D8+4 plus poison)
Space 15 ft; Reach 20 ft
Base Atk +16; Grp +33
Special Actions web

Abilities Str 28, Dex 18, Con -, Int -, Wis 11, Cha 1
SQ adhesive, construct traits
Skills
Hide +1*

Adhesive (Ex) A web golem is extremely sticky. Anyone who makes an unsuccessful melee attack against a web golem must succeed on a DC 30 Ref save, or the attacker's weapon sticks to the web golem and is yanked out of the wielder's grasp. Creatures using natural weapons are automatically grappled if they fail the save. Pulling a stuck weapon or limb loose from a web golem requires a DC 30 Str check.

Immunity to Magic (Ex) A web golem is immune to any spell or spell-like ability that allows SR. In addition, certain spells function differently against the creature, as noted below.

A grease spell slows it (as the slow spell) for 2D6 rounds, with no saving throw.

A web golem's movement is not inhibited by a web spell.

Poison (Ex) Bite, Fort DC 21, initial and secondary damage 1D6 Str.

Spider Climb (Su) A web golem has a continuous spider climb ability, as the spell.

Web (Sp) A web golem can use a web effect, as the spell (DC 13), 3/day (CL 10).

* A web golem's body allows it to blend in extremely effectively when hiding amongst webs, conferring a +15 circumstance bonus to Hide checks

P = Pauphitur, a fairly unique curiousity that is amusing enough to keep Lolth interested. This is a fine specimen of minotaur slave stock warped my drow magic at birth into an arachnoid creature. The beast was raised as a gladiatoral oddity to fight in the arenas of the Drow Empire on Therra. When the creature went berserk during a fight and climbed up the walls of the arena and threatened a Matron Mother, it was "sacrificed" to Lolth. Lolth, however, took a shine to the beast and so keeps it in her court. The thing is fed by and feeds on dretches and is regarded as a dangerous menace by most of the other courtiers.

PAUPHITUR CR 14
Underdark page 80, Complete Warrior page 34
Male arachnoid fiendish minotaur Barbarian 1/Frenzied Berserker 6
CE Large aberration (augmented monstrous humanoid)
Init +2; Senses darkvision 60 ft, scent; Listen +5, Spot +10
Languages Giant, Abyssal


AC 21, touch 11, flat-footed 19; fast movement
hp 112 (13 HD); deathless frenzy, Diehard; DR 10/magic
Immune maze, mind-affecting effects
Resist cold 10, fire 10; SR 18
Fort +12, Ref +9, Will +7

Spd 40 ft (8 squares), climb 20 ft (4 squares)
Melee mwk greataxe +18/+13/+8 (3D6+7) and bite +12 (1D8+2 plus poison) and gore +12 (1D8+2)
Melee 8 unarmed strikes +17 (1D4+5) and bite +12 (1D8+2 plus poison) and gore +12 (1D8+2)
Space 10 ft; Reach 10 ft
Base Atk +13; Grp +22
Atk Options Destructive Rage, improved power attack, Power Attack, supreme cleave
Special Actions frenzy 3/day (6 rounds), inspire frenzy 1/day (6 rounds), Intimidating Rage, powerful charge, rage 1/day (8 rounds), smite good (1/day, +13 damage)
Combat Gear masterwork greataxe

Abilities Str 20, Dex 14, Con 16, Int 3, Wis 10, Cha 8
SQ natural cunning
Feats Destructive Rage, Diehard, Improved Unarmed Strike, Intimidating Rage, Power Attack
Skills
Climb +13, Hide +2, Intimidate +5 (+11 with feat of strength), Jump +11, Listen +5, Search +0, Spot +10
Possessions combat gear, studded leather armour

Deathless Frenzy (Ex) A frenzied berserker can scorn death and unconsciousness while in a frenzy. As long as his frenzy continues, he is not treated as disabled at 0 hp, nor is he treated as dying at -1 to -9. Even if reduced to -10 hp or less, he continues to fight normally until his frenzy ends. At that point, the effects of his wounds apply normally if they have not been healed. This ability does not prevent death from massive damage or from spell effects such as slay living or disintegrate.

Frenzy (Ex) A frenzied berserker can enter a frenzy during combat. While frenzied, he gains a +6 bonus to Str and, if he makes a full attack actions, gains a single extra attack each round at his highest attack bonus (this latter effect is not cumulative with haste or other effects that grant additional attacks). However, he also takes a -4 penalty to AC and takes 2 points of nonlethal damage per round. A frenzy lasts for a number of rounds equal to 3+ the frenzied berserker's Con modifier. To end the frenzy before its duration expires, the berserker mat attempt a DC 20 Will save 1/round as a free action. Success ends the frenzy immediately; failure means it continues. The effects of frenzy stack with those from any rage ability the berskerker may have.

The frenzied berserker cannot use the frenzy ability more than once in any encounter. He can enter a frenzy as a free action. Even though this takes no time, he can do it only during his turn, not in response to another's action. In addition, if he takes damage from an attack, spell, trap, or any other source, he automatically enters a frenzy at the start of his next action, as long as he still has at least one daily usage of the ability left. To avoid entering a frenzy in response to a provoking effect, the berserker must make a successful Will save (DC 10 + points of damage taken since his last action) at the start of his next turn.

While frenzied, the berserker cannot use any Cha, Dex, or Int based skills (except for Intimidate), the Concentration skill, or any abilities that require patience or concentration, nor can he cast spells, drink potions, activate magic items, or read scrolls. He can use any feat he has except Combat Expertise, item creation feats, or metamagic feats. He can use his special ability to inspire frenzy (see below) normally.

During a frenzy, the frenzied berserker must attack those he perceives as foes to the best of his ability. Should he run out of enemies before his frenzy expires, his rampage continues. He must then attack the nearest creature (determine randomly if several potential foes are equidistant) and fight that opponent without regard to friendship, innocence, or health (the target's or his own).

When a frenzy ends, the frenzied berserker is fatigued (-2 penalty to Str and Dex, unable to charge or run) for the duration of the encounter.

If the berserker is still under the effect of a rage ability, the fatigued condition does not apply until the rage ends - at which point the berserker is exhausted, not merely fatigued.

Improved Power Attack (Ex) A frenzied berserker gains a +3 bonus on his melee damage rolls for every -2 penalty he takes on his melee attack rolls when using the Power Attack feat (or +3 for every -1 penalty if wielding a two-handed weapon). This benefit does not stack with the normal effects of Power Attack.

Inspire Frenzy (Su) A frenzied berserker can inspire frenzy in his allies while he himself is frenzied. When he uses this ability, all willing allies within 10 ft of him gain the benefits and disadvantages of frenzy as if they had that ability themselves. The frenzy of affected allies lasts for a number of rounds equal to 3 + the frenzied berserk's Con modifier, regardless of whether they remain within 10 ft of him.

A frenzied berserker can only use this ability once per encounter.

Natural Cunning (Ex) Although minotaurs are not especially intelligent, they possess innate cunning and logical ability. This gives them immunity to maze spells, prevents them from ever becoming lost, and enables them to track enemies. Further, they are never caught flat-footed.

Poison (Ex) Bite, Fort DC 16, 1D6 Str/1D6 Str.

Powerful Charge (Ex) A minotaur typically begins a battle by charging at an opponent, lowering its head to bring its mighty horns into play. In addition to the normal benefits and hazards of a charge, this allows the beast to make a single gore attack with a +17 attack bonus that deals 4D6+7 points of damage.

Supreme Cleave (Ex) A frenzied berseker can take a 5 ft step between attacks when using the Cleave or Great Cleave feat. He is still limited to one such adjustment per round, so he cannot use this ability during a round in which he has already taken a 5 ft step.

R = Relifsil, one of two favoured Dread Fangs of Lolth (along with W) who serve the Eye of Lolth (T).

RELISFIL CR 14
Male drow Rogue 3/Fighter 3/Dread Fang of Lolth 7
LE Medium humanoid (elf)
Init +4; Senses darkvision 120 ft, Search check within 5 ft of secret door, trapfinding; Listen +17, Spot +17
Languages Elven, Abyssal, Drow Sign Language, Undercommon


AC 22, touch 15, flat-footed 22; Combat Expertise, trap sense +1, uncanny dodge
hp 73 (13 HD)
Immune sleep
Resist fire 5; SR 24
Weakness light blindness
Fort +10, Ref +10, Will +6 (+10 vs spells and spell-like abilities); +2 vs enchantments, evasion, improved evasion, trap sense +1

Spd 30 ft (6 squares)
Melee +1 deadly precision shortsword +14/+9/+4 (1D6+4 plus +2D6 sneak attack) and +1 deadly precision shortsword +14/+9 (1D6+4 plus +2D6 sneak attack)
Ranged mwk hand crossbow +18/+13/+8 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +12; Grp +15
Atk Options Combat Expertise, sneak attack +2D6, spider bite, sudden strike +4D6
Special Actions opportunist
Combat Gear +1 deadly precision shortswords (2), masterwork hand crossbow, cold iron crossbow bolts (20), boots of speed, drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (8)
Spell-Like Abilities (CL 13):
1/day - dancing lights, darkness, faerie fire

Abilities Str 16, Dex 18, Con 12, Int 14, Wis 14, Cha 12
SQ Lolth's whispers, poison use, team defense
Feats Combat Expertise, Hand Crossbow Focus, Improved Feint, Improved Two-Weapon Fighting, Master of Poisons, Terrifying Strike, Two-Weapon Fighting
Skills
Balance +8, Climb +13, Diplomacy +7, Escape Artist +17, Hide +17, Intimidate +18, Jump +18, Listen +17, Move Silently +12, Search +4, Spot +17, Tumble +19
Possessions combat gear, +2 elven chainmail, gauntlets of ogre power, greater piwafwi (drowcraft)

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

Lolth's Will (Su) A dread fang's racial bonus on Will saves against spells and spell-like abilities increases to +4.

Lolth's Whispers (Su) The dread voice of the Spider Queen fills a dread fang's thoughts. He gains a +2 insight bonus on damage rolls. As a swift action, he can give up this bonus and bestow it on an ally within 30 ft that he can clearly see. The ally's bonus lasts for 1 round. *

Opportunist (Ex) A dread fang can, 1/round, make an attack of opportunity against an opponent who has just been injured in melee by another character.

Poison Use (Ex) A dread fang never risks accidentally poisoning himself when applying poison to a weapon.

Spider Bite (Ex) A dread fang has learned where to strike his foes to best deliver his poison. When he attacks with a poisoned weapon, the save DC to resist the initial effect increases by 2.

Sudden Strike (Ex) A dread fang deals extra damage at any time when the target would be denied its Dex bonus. This extra damage applies to ranged attacks only if the target is within 30 ft. A dread fang cannot use sudden strike to deliver nonlethal damage. Weapons capable of dealing only nonlethal damage don't deal extra damage when used as part of a sudden strike. Otherwise, this ability functions as the sneak attack rogue class feature, and it stacks with sneak attack whenever both would apply to the same target.

Team Defense (Ex) A dread fang gains a +1 dodge bonus to AC. As a swift action, he can give up and bestow this bonus onto an ally within 30 ft that he can clearly see. The ally's bonus lasts for 1 round. *

Team Maneuverability (Ex) A fang of Lolth adds 1/2 class level (+3) as an insight bonus on Climb and Jump checks. All allies within 30 ft gain a +2 competence bonus on these checks if they can see the dread fang.

* These abilities are reflected in the above statistics. If the dread fang imparts them to an ally, then the stats above must be adjusted accordingly.

S = These 3 succubi are lovers of Gervix (G) and will tend to cluster around him, seeking his favour and to protect him from harm.

SUCCUBI LOVERS (3) CR 13
Female succubus Rogue 3
CE Medium outsider (chaotic, evil, tanar'ri)
Init +2; Senses darkvision 60 ft, trapfinding; Listen +24, Spot +24
Languages Abyssal, Celestial, Draconic; telepathy 100 ft, tongues


AC 24, touch 12, flat-footed 22; Dodge, Mobility, trap sense +1
hp 93 (15 HD); DR 10/cold iron or good
Immune electricity, poison
Resist acid 10, cold 10, fire 10; SR 18
Fort +13, Ref +15, Will +13; evasion, trap sense +1

Spd 30 ft (6 squares), fly 50 ft (average) (10 squares)
Melee 2 claws +15 (1D6+1)
Melee mwk rapier +16/+11/+6 (1D6+1)
Ranged mwk longbow +17/+12/+7 (1D8)
Space 5 ft; Reach 5 ft
Base Atk +14; Grp +15
Atk Options sneak attack +2D6
Special Actions energy drain, summon demon
Combat Gear masterwork rapier, masterwork longbow, cold iron arrows (20)
Spell-Like Abilities (CL 12):
At will - charm monster (DC 22), detect good, detect thoughts (DC 20), ethereal jaunt (self plus 50 lbs of objects only), suggestion (DC 21), greater teleport (self plus 50 lbs of objects only)

Abilities Str 13, Dex 14, Con 14, Int 16, Wis 14, Cha 26
Feats Dodge, Great Fortitude, Iron Will, Lightning Reflexes, Mobility, Persuasive
Skills
Bluff +19, Concentration +17, Diplomacy +19, Disguise +17* (+19 acting), Escape Artist +26, Hide +17, Intimidate +22, Knowledge (arcana) +15, Listen +24, Move Silently +17, Search +15, Sense Motive +12, Spot +24, Survival +7 (+9 following tracks), Tumble +22, Use Rope +2 (+4 with bindings)
Possessions combat gear, +1 leather armour, platinum nipple rings (4) worth 300 gp each

Change Shape (Su) A succubus can assume the form of any Small or Medium humanoid.

Energy Drain (Su) A succubus drains energy from a mortal it lures into some act of passion, or by simply planting a kiss on the victim. If the target is not willing to be kissed, the succubus must start a grapple, which provokes an attack of opportunity. The succubus’s kiss or embrace bestows one negative level. The kiss also has the effect of a suggestion spell, asking the victim to accept another kiss from the succubus. The victim must succeed on a DC 24 Will save to negate the effect of the suggestion. The DC is 24 for the Fort save to remove a negative level.

Summon Demon (Sp) Once per day a succubus can attempt to summon 1 vrock with a 30% chance of success. This ability is the equivalent of a 3rd level spell.

Tongues (Su) A succubus has a permanent tongues ability (as the spell, caster level 12). Succubi usually use verbal communication with mortals.

* While using her change shape ability, a succubus gains a +10 circumstance bonus on Disguise checks.

T = Tinfyerra, is the ranking Eye of Lolth serving in Lolth's court. She considers the Fang Priestess (F) a potential rival, and could seek to attack her in battle should a kiling strike or opportunity present itself.

TINFYERRA CR 18
Female drow Rogue 5/Cleric 2/Eye of Lolth 10
CE Medium humanoid (elf)
Init +5; Senses At Home in the Deep, blindsense 40 ft, darkvision 120 ft, Search check within 5 ft of secret door, trapfinding; Listen +16, Spot +26
Aura team sense (30 ft), truth (20 ft, DC 23)
Languages Elven, Abyssal, Drow Sign Language, Undercommon


AC 23, touch 13, flat-footed 23; Cautious Attack, Dodge, trap sense +1, uncanny dodge
hp 96 (17 HD); Divine Vigour
Immune sleep
Resist fire 5; SR 28
Weakness light blindness
Fort +9, Ref +14, Will +14 (+16 vs spells and spell-like abilities); +2 vs enchantments, evasion, trap sense +1

Spd 30 ft (6 squares); Divine Vigour
Melee +1 drowcraft light mace +13/+8/+3 (1D6+2)
Ranged mwk hand crossbow +14 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +11; Grp +12
Atk Options sneak attack +6D6
Special Actions Profane Agony (DC 21), rebuke undead (10/day, +2 synergy bonus), teamwork observation +4, vanish
Combat Gear +1 drowcraft light mace, excruciating ring, masterwork hand crossbow, divine scroll of greater dispel magic (CL 15), wand of cure moderate wounds (CL 3, 28 charges), drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (4)
Spell-Like Abilities (CL 17):
1/day - dancing lights, darkness, faerie fire
Cleric Spells Prepared (CL 7 [CL 8 evil spells], melee touch +13, ranged touch +14):
4th - confusion
(d) (DC 18), cure critical wounds, dread blast (evil, DC 18)
3rd - dispel magic, downdraft (DC 17), cure serious wounds, magic circle against good
(d) (evil)
2nd - close wounds (2), elation, invisibility
(d), resist energy
1st - avoid touch, bless, cure light wounds (2), protection from good
(d) (evil), shield of faith
0 - cure minor wounds, detect poison, guidance, mending, purify food and drink, resistance
Domains Evil (+1 CL evil spells), Trickery (Bluff, Disguise, Hide class skills)

Abilities Str 12, Dex 17, Con 14, Int 15, Wis 18, Cha 16
SQ hide in plain sight, team stealth
Feats At Home in the Deep, Cautious Attack, Divine Vigour, Dodge, Extra Turning, Profane Agony
Skills
Balance +10, Concentration +24, Diplomacy +10, Escape Artist +13, Gather Information +8, Hide +21, Jump +8, Knowledge (religion) +16, Listen +16, Move Silently +8, Search +6, Sense Motive +12, Spellcraft +23, Spot +26, Tumble +15
Possessions combat gear, +2 elven chainmail, +2 drowcraft light steel shield, ring of escaping, greater piwafwi (drowcraft), spell component pouch, silver unholy symbol of Lolth

Aura of Truth (Su) An eye of Lolth emits a 20 ft radius aura that prevents other creatures from speaking falsehoods, as if they were in the area of a zone of truth spell. Creature are entitled to a Will save (DC 10 + class level + Cha modifier) to resist this effect. As with the spell, characters that move beyond the range of the aura are free to speak as they choose.

Hide in Plain Sight (Ex) As long as an eye of Lolth is within 10 ft of some sort of shadow, she can use the Hide skill even when being observed.

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

Lolth's Vision (Ex) An eye of Lolth can add her class level to Spot checks. She can grant this bonus to an ally within 30 ft as a swift action. This bonus lasts for 1 round.*

Team Sense (Ex) An eye of Lolth gains a +2 insight bonus on initiative checks and Listen, Search, and Spot checks. All allies within 30 ft of her also gain this bonus.

Team Stealth (Ex) An eye of Lolth takes no penalty on Hide and Move Silently checks when moving faster than one half normal speed but less than full speed, and she takes only a -10 penalty on Hide and Move Silently checks when moving her full speed. As a swift action, she can grant this benefit to another character within 30 ft for 1 round.*

Teamwork Observation (Ex) If an eye of Lolth spends 1 minute taking no other action than observing a single target, she gains a +4 bonus on attack rolls and weapon damage rolls against that target for 5 rounds. All allies within 30 ft gain the same bonus. The allies need not be present while you study the target.

Vanish (Su) As a swift action, an eye of Lolth can become invisible for 5 rounds. She can use this ability at will, but must wait 1 minute between uses.

* This ability is reflected in the above statistics. If the eye of Lolth imparts it to an ally, then the stats above must be adjusted accordingly.

U = Unsharje the oculus demon is one of these rare breeds of demons that has thrown its lot in with Lolth. The marilith recruited the demon to provide some heavy ranged support to Lolth's forces.

UNSHARJE CR 13
Expedition to the Demonweb Pits page 200
Oculus demon
CE Medium outsider (chaotic, evil)
Init +9; Senses all-around vision, darkvision 120 ft; Listen +18, Spot +26
Languages Abyssal; telepathy 100 ft


AC 28, touch 19, flat-footed 19; cannot be flanked, Dodge, Mobility
hp 187 (15 HD); negative energy affinity; DR 10/cold iron and good
Immune electricity, fire, poison
Resist acid 10, cold 10; SR 24
Fort +17, Ref +18, Will +9

Spd 30 ft (6 squares), fly 70 ft (perfect) (14 squares); Shot on the Run
Melee +1 unholy longsword +22/+17/+12 1D8+7 plus 2D6 vs good/17-20) and claw +16 (1D8+3)
Ranged 3 eyebolts +24 touch (2D8 plus special)
Space 5 ft; Reach 5 ft
Base Atk +15; Grp +21
Atk Options Point Blank Shot, Precise Shot
Special Actions eyebolts, paralyzing gaze
Combat Gear +1 unholy longsword
Spell-Like Abilities (CL 15):
At will - greater arcane sight, blindness/deafness (DC 13), detect good, dispel magic, invisibility, dimension door, protection from good (evil), tongues, true seeing, vampiric touch
3/day - dispel good (evil), unholy blight (evil, DC 15), mirror image

Abilities Str 23, Dex 28, Con 26, Int 10, Wis 10, Cha 12
Feats Dodge, Improved Critical (longsword), Mobility, Point Blank Shot, Precise Shot, Shot on the Run
Skills
Concentration +26, Diplomacy +3, Hide +27, Intimidate +19, Listen +18, Move Silently +27, Search +26, Sense Motive +18, Spot +26
Possessions combat gear, bag with 20 chunks of amber worth 200 gp each

All-Around Vision (Ex) An oculus demon's many eyes allow it to look in any direction, providing a +8 racial bonus on Spot and Search checks. Opponents gain no benefits when flanking an oculus demon.

Eyebolts (Su) As a free action that doesn't provoke attacks of opportunity, an oculus demon can project three separate beams of pale grey negative energy from any three of the eyes that cover its body. Each ray has a range of 70 ft. On a successful ranged otuch attack, an eyebolt deals 2D8 points of negative energy damage.

A creature damaged by an eyebolt must make a DC 25 Fort save to avoid the mind-numbing fear and nausea the energy inflicts on living souls. On a failed save, the victim;s body becomes wracked with pain and fever - the creature becomes sickened and takes a -2 penalty on attack rolls, weapon damage rolls, saving throws, skill checks, and ability checks. These effects persist for 1 hour, or until they are removed by anything that removes a fear effect.

A creature already sickened by an eyebolt becomes panicked for 1D4 rounds if struck by another eyebolt and it fails to make the DC 25 Fort save.

A creature that is already panicked by an eyebolt is rendered unconscious if struck by another eyebolt and it fails to make the DC 25 Fort save. A DC 20 Heal check or any form of magic healing restores consciousness to the victim; otherwise, he remains unconscious for 1D4 hours.

These additional eyebolt effects are mind-affecting necromantic fear effects.

Negative Energy Affinity (Ex) Any negative energy spell targeted at an oculus demon repairs damage taken by the demon at the rate of 1D10 hp per level of the spell.

Paralyzing Gaze (Su) Paralysis, range 30 ft. A creature that meets an oculus demon's gaze must succeed on a DC 18 Will dsave or be paralyzed with fear for 1D4 rounds. Whether or not the save is successful, that creature cannot be affected again by the same oculus demon's gaze for 24 hours. This is a mind-affecting fear effect.

V = These vrocks serve under Lummegier (L), leader of Lolth's vrock squadrons. They very much enjoy bullying drow, having just been given the pleasure of killing two female drow subpriestesses who angered the whip pirestess (F).

ADVANCED VROCKS (2) CR 11
CE Large outsider (chaotic, evil, tanar'ri)
Init +2; Senses darkvision 60 ft; Listen +28, Spot +28
Languages Abyssal, Celestial, Draconic; telepathy 100 ft


AC 23, touch 12, flat-footed 21
hp 165 (14 HD); DR 10/good
Immune electricity, poison
Resist acid 10, cold 10, fire 10; SR 17
Fort +16, Ref +11, Will +12

Spd 30 ft (6 squares), fly 50 ft (average) (10 squares)
Melee 2 claws +20 (2D6+7) and bite +18 (1D8+3) and 2 talons +18 (1D6+3)
Space 10 ft; Reach 10 ft
Base Atk +14; Grp +25
Atk Options Cleave, Power Attack
Special Actions Combat Reflexes, dance of ruin, spores, stunning screech, summon demon
Combat Gear potions of greater magic fang +2 (2) (CL 9)
Spell-Like Abilities (CL 12):
At will - mirror image, greater teleport (self plus 50 lbs of objects only), telekinesis (DC 18)
1/day - heroism

Abilities Str 24, Dex 15, Con 25, Int 14, Wis 16, Cha 16
Feats Cleave, Combat Reflexes, Multiattack, Power Attack
Skills
Concentration +20, Diplomacy +9, Hide +15, Intimidate +20, Knowledge (planes) +15, Listen +28, Move Silently +19, Search +15, Sense Motive +20, Spellcraft +19, Spot +28, Survival +3 (+5 following tracks)
Possessions combat gear, ring of protection +1

Dance of Ruin (Su) To use this ability, a group of at least three vrocks must join hands in a circle, dancing wildly and chanting.

At the end of 3 rounds of dancing, a wave of crackling energy flashes outward in a 100 ft radius. All creatures except for demons within the radius take 20D6 points of damage (Ref DC 20 half). Stunning, paralyzing, or slaying one of the vrocks stops the dance.

Spores (Ex) A vrock can release masses of spores from its body once every 3 rounds as a free action. The spores automatically deal 1D8 points of damage to all creatures adjacent to the vrock. They then penetrate the skin and grow, dealing an additional 1D4 points of damage each round for 10 rounds. At the end of this time, the victim is covered with a tangle of viny growths. The vines are harmless and wither away in 1D4 days. A delay poison spell stops the spores’ growth for its duration. Bless, neutralize poison, or remove disease kills the spores, as does sprinkling the victim with a vial of holy water.

Stunning Screech (Su) Once per hour a vrock can emit a piercing screech. All creatures except for demons within a 30 ft radius must succeed on a DC 24 Fort save or be stunned for 1 round.

Summon Demon (Sp) Once per day, a vrock can attempt to summon 2D10 dretches or another vrock with a 35% chance of success. This ability is the equivalent of a 3rd level spell (CL 9).

W = Wiquasi, one of two favoured Dread Fangs of Lolth (along with R) who serve the Eye of Lolth (T).

WIQUASI CR 14
Male drow Rogue 3/Fighter 3/Dread Fang of Lolth 7
LE Medium humanoid (elf)
Init +4; Senses darkvision 120 ft, Search check within 5 ft of secret door, trapfinding; Listen +17, Spot +17
Languages Elven, Abyssal, Drow Sign Language, Undercommon


AC 22, touch 15, flat-footed 22; Combat Expertise, trap sense +1, uncanny dodge
hp 73 (13 HD)
Immune sleep
Resist fire 5; SR 24
Weakness light blindness
Fort +10, Ref +10, Will +6 (+10 vs spells and spell-like abilities); +2 vs enchantments, evasion, improved evasion, trap sense +1

Spd 30 ft (6 squares)
Melee +1 deadly precision shortsword +14/+9/+4 (1D6+4 plus +2D6 sneak attack) and +1 deadly precision shortsword +14/+9 (1D6+4 plus +2D6 sneak attack)
Ranged mwk hand crossbow +18/+13/+8 (1D4)
Space 5 ft; Reach 5 ft
Base Atk +12; Grp +15
Atk Options Combat Expertise, sneak attack +2D6, spider bite, sudden strike +4D6
Special Actions opportunist
Combat Gear +1 deadly precision shortswords (2), masterwork hand crossbow, cold iron crossbow bolts (20), boots of speed, drow poison (Fort DC 13, unconscious 1 minute/unconscious 2D4 hours) (8)
Spell-Like Abilities (CL 13):
1/day - dancing lights, darkness, faerie fire

Abilities Str 16, Dex 18, Con 12, Int 14, Wis 14, Cha 12
SQ Lolth's whispers, poison use, team defense
Feats Combat Expertise, Hand Crossbow Focus, Improved Feint, Improved Two-Weapon Fighting, Master of Poisons, Terrifying Strike, Two-Weapon Fighting
Skills
Balance +8, Climb +13, Diplomacy +7, Escape Artist +17, Hide +17, Intimidate +18, Jump +18, Listen +17, Move Silently +12, Search +4, Spot +17, Tumble +19
Possessions combat gear, +2 elven chainmail, gauntlets of ogre power, greater piwafwi (drowcraft)

Light Blindness (Ex) Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds drow for 1 round. On subsequent rounds, they are dazzled as long as they remain in the affected area.

Lolth's Will (Su) A dread fang's racial bonus on Will saves against spells and spell-like abilities increases to +4.

Lolth's Whispers (Su) The dread voice of the Spider Queen fills a dread fang's thoughts. He gains a +2 insight bonus on damage rolls. As a swift action, he can give up this bonus and bestow it on an ally within 30 ft that he can clearly see. The ally's bonus lasts for 1 round. *

Opportunist (Ex) A dread fang can, 1/round, make an attack of opportunity against an opponent who has just been injured in melee by another character.

Poison Use (Ex) A dread fang never risks accidentally poisoning himself when applying poison to a weapon.

Spider Bite (Ex) A dread fang has learned where to strike his foes to best deliver his poison. When he attacks with a poisoned weapon, the save DC to resist the initial effect increases by 2.

Sudden Strike (Ex) A dread fang deals extra damage at any time when the target would be denied its Dex bonus. This extra damage applies to ranged attacks only if the target is within 30 ft. A dread fang cannot use sudden strike to deliver nonlethal damage. Weapons capable of dealing only nonlethal damage don't deal extra damage when used as part of a sudden strike. Otherwise, this ability functions as the sneak attack rogue class feature, and it stacks with sneak attack whenever both would apply to the same target.

Team Defense (Ex) A dread fang gains a +1 dodge bonus to AC. As a swift action, he can give up and bestow this bonus onto an ally within 30 ft that he can clearly see. The ally's bonus lasts for 1 round. *

Team Maneuverability (Ex) A fang of Lolth adds 1/2 class level (+3) as an insight bonus on Climb and Jump checks. All allies within 30 ft gain a +2 competence bonus on these checks if they can see the dread fang.

* These abilities are reflected in the above statistics. If the dread fang imparts them to an ally, then the stats above must be adjusted accordingly.

Y = This is a yochlol arachnomancer, waiting here for an audience with Lolth in order to describe how a certain spider breeding program is progressing.

YOCHLOL ARACHNOMANCER CR 18
Fiendish Codex I page 54, Drow of the Underdark page 65
Yochlol Sorcerer 4/Arachnomancer 6
CE Medium outsider (chaotic, evil, shapechanger)
Init +6; Senses darkvision 60 ft, tremorsense 60 ft (5/day); Listen +15, Spot +15
Languages Abyssal, Elven, Undercommon; telepathy 100 ft


AC 29, touch 22, flat-footed 23; Combat Expertise
hp 176 (20 HD); DR 10/magic
Immune acid, electricity, mind-affecting spells and effects, poison
Resist cold 10, fire 10; SR 19
Fort +14, Ref +18, Will +14

Spd 30 ft (6 squares); webwalking
Melee 8 tendrils +22 (1D4+4)
Space 5 ft; Reach 5 ft
Base Atk +16; Grp +21
Atk Options Combat Expertise
Special Actions rebuke spiders (8/day, +2 synergy bonus)
Combat Gear potions of cure serious wounds (2) (CL 5), darklight brew (injury, Fort DC 23, 2D6 Con+1D6 Str/blinded) (10)
Spell-Like Abilities (CL 10):
At will - detect thoughts (DC 18), dominate person (DC 21), darkness, desecrate (evil), greater teleport (self plus 50 lbs of objects only), spider climb, stone shape, web (DC 18)
Sorcerer Spells Known (CL 12, melee touch +21, ranged touch +22):
4th (4/day) - solid fog
3rd (6/day) - dispel magic, engulfing terror
2nd (8/day) - blur, magical backlash (DC 18), scorching ray, spider climb
1st (8/day) - mage armour *, magic missile, ray of enfeeblement, shield, shocking grasp
0 (6/day) - acid splash, daze (DC 16), detect magic, mage hand, mending, no light, read magic, resistance
Cleric Spells Prepared (CL 12, spider domain only):
4th - giant vermin
3rd - phantom steed (spider shape)
2nd - summon swarm
1st - spider climb
Domains Spider (rebuke spiders)

Abilities Str 20, Dex 22, Con 20, Int 18, Wis 15, Cha 22
SQ gaseous form, humanoid form, Lolth's favour, mind blank, rapid shapeshifter, spider form, spider shape
Feats Combat Expertise, Energy Substitution (cold), Poison Spell, Practiced Spellcaster, Silent Spell, Verminfriend, Vermin Trainer, Weapon Finesse
Skills
Bluff +18, Climb +19, Concentration +24, Diplomacy +23, Handle Animal +16, Hide +19, Intimidate +21, Knowledge (arcana) +17, Knowledge (nature) +10, Knowledge (planes) +17, Knowledge (religion) +17, Listen +15, Move Silently +19, Sense Motive +15, Spellcraft +24, Spot +15, Survival +12 (+14 aboveground)
Possessions combat gear, amulet of natural armour +3, spell component pouch

Gaseous Form (Su) A yochlol can assume gaseous form, appearing as a roiling cloud of oily green smoke. In this form, a yochlol's statistics do not change, although it is treated as if under the effects of a gaseous form spell that cannot be dispelled. A gaseous yochlol can use contact other plane at will as an additional spell-like ability. Any creature sharing the same square as a gaseous yochlol at the end of that creature's turn is affected as if by a stinking cloud spell (DC 25).

Humanoid Form (Su) A yochlol can assume the form of a hauntingly beautiful human or elf (usually drow) woman. It has only a little flexibility in altering its specific appearance, and as a result can't use this ability to disguise itself as a specific individual. This ability functions like the change shape ability.

Yochlols are nude when they initially assume humanoid form, so they often wait to assume this form until they have equipment and weapons ready. Yochlols in human form cannot make tendril attacks. Yochlols are proficient with all simple and martial weapons, but they prefer to use weapons such as rapiers to take advantage of Weapon Finesse.

Lolth's Favour (Su) As a handmaiden of Lolth, a yochlol receives the Spider Queen's favour in the form of a deflection bonus to its AC equal to its Cha bonus. It does not retain the bonus while in humanoid form, but it does retain the bonus on its gaseous and spider forms. This bonus is included in the above statistics.

Mind Blank (Su) A yochlol is protected at all times by the equivalent of a mind blank spell. This effect cannot be dispelled.

Rapid Shapeshifter (Ex) A yochlol can shift between its four forms with astounding speed. Changing shape is a swift action that the yochlol can perform as often as once per round.

Spider Form (Su) A yochlol can assume spider form, appearing as a Medium monstrous black widow spider. It retains all of its base statistics but gains a climb speed of 30 ft. It loses its tendril attacks but gains a bite attack (+22 melee, 1D6+6 plus poison [DC 25, 1D6 Con/2D6 Con]). This ability functions like the change shape ability.

Spider Shape (Su) An arachnomancer can change into a Tiny, Small, Medium, Large, or Huge monstrous spider (either huting to web-spinning) and back again 3/day. The effect lasts for 6 hours. This ability functions as wild shape, so the arachnomancer can select and use the Natural Spell feat.

Tremorsense (Ex) An arachnomancer can detect and pinpoint any creature or object within 60 ft. He can use this ability 5/day. Activating this ability is a swift action, and it lasts for 6 rounds.

Webwalking (Su) An arachnomancer can ignore webs (magical or nonmagical) as if he were under the effect of a freedom of movement spell. He can climb webs at his normal land speed without needing to make Climb checks and walk along webs without needing to make Balance checks.

* This spell is always cast and is included in the above statistics

The features of the Grand Council Chamber are as presented in the text, with the following exceptions:

The Throne of Lolth's bane effect has a DC of 23.

There is no secret door behind the Throne.

The web tapestry trap operates as written. The range of the net is 50 ft.

The audience chamber doors have an SR of 39.

The Audience Chamber (EL 26):

The audience chamber doors have an SR of 39.

LOLTH:

Lolth in Therra is not the same goddess as in the standard D&D universe or as in the Forgotten Realms. In Therra, Lolth began as a demonlord, merely a powerful outsider who rose above the other tanar'ri and demons to become a paragon of her kind. When the Deceiver made his move to deceiver the gods, Lolth accepted his offer and was graced with some of his divine essence. This granted her divinity and elevated the Spider Queen to demigod status as a Maug.

When the Deceiver was taken into Slumber at the end of the War of the Gem, the gods also sought to take the Maugs with them. But Lolth, always prepared for escape, had a demesne prepared on the Astral Plane, a demiplane called the Demonweb Pits from which Lolth had often hidden during her past millenia in service of the Deceiver and during her conflicts with other Maugs, including Demogorgon. However, even the magic of her demiplane would not be enough to hide her from the gods. Instead, Lolth had to cast off the divine essence she gained from the Deceiver. This, along with her hidden demiplane, allowed her to avoid the gods. However, it also reverted her back to her ancient, pre-Maug level of power.

Lolth is now a mere demonlord. She does not grant her clerics spells directly anymore. Instead, unbeknownst to them, they are now tapping into the portion of the Deciver's divine essence that was shaped by Lolth during the time she possessed it.

LOLTH CR 26
CE Medium outsider (chaotic, evil, tana'ri)
Init +11; Senses darkvision 120 ft, true seeing; Listen +46, Spot +46
Languages Abyssal, Drow Sign Language, Elven, Undercommon; telepathy 100 ft


AC 45, touch 33, flat-footed 34 (+12 deflection, +11 dexterity, +12 natural); Combat Expertise, Dodge, Mobility
hp 585 (30 HD); fast healing 15; DR 20/epic
Immune electricity, poison
Resist acid 10, cold 10, fire 10; SR 39
Fort +33, Ref +29, Will +27

Spd 60 ft (12 squares), climb 30 ft (6 squares); webwalking
Melee +5 anarchic unholy scourge +43/+38/+33/+28 (1D8+13 plus 2D6 vs good plus 2D6 vs lawful) and bite +33 (1D6+8 plus poison/19-20)
Space 5 ft; Reach 5 ft
Base Atk +30; Grp +38
Atk Options Combat Expertise
Special Actions Combat Reflexes, Improved Trip, summon demon, summon spider, webs
Combat Gear +5 anarchic unholy scourge
Spell-Like Abilities (CL 20):
At will - astral projection, blasphemy (evil, DC 29), chaos hammer (chaotic, DC 26), clairaudience/clairvoyance, contagion (evil, DC 25), desecrate (evil), detect good, detect law, detect magic, detect poison, greater dispel magic, greater magic fang, greater teleport, magic circle against good (evil), plane shift, shapechange, slashing darkness, telekinesis (DC 27), unhallow (evil), unholy aura (evil, DC 30), unholy blight (evil, DC 26)
1/day - heal

Abilities Str 26, Dex 33, Con 40, Int 40, Wis 36, Cha 34
SQ Demonweb attunement, humanoid form, rapid shapeshifter
Feats Combat Expertise, Combat Reflexes, Dark Speech, Dodge, Exotic Weapon Proficiency (scourge), Improved Critical (bite), Improved Trip, Lightning Reflexes, Mobility, Quicken Spell-Like Ability (greater dispel magic), Quicken Spell-Like Ability (greater teleport)
Skills
Balance +36, Bluff +39, Climb +41, Concentration +42, Diplomacy +45, Escape Artist +44, Gather Information +28, Hide +44, Intimidate +49, Jump +43, Knowledge (arcana) +48, Knowledge (dungeoneering) +48, Knowledge (planes) +48, Knowledge (religion) +31, Listen +46, Move Silently +44, Search +48, Sense Motive +46, Spellcraft +42, Spot +46, Tumble +31, Use Magic Device +28, Use Rope +11 (+13 escaping bonds), Survival +13 (+4 bonus on other planes, +4 bonus underground, +4 bonus to find or follow tracks)
Possessions combat gear, amulet of health +6

Demonweb Attunement Lolth is completely attuned to the Demonweb Pits and is not restricted in the use of spells on her plane. She can use teleportation spells, plane travel spells, divination spells, and summoning and calling spells and effects without restriction. She can also (at her option) allow another to use such spells when touching her.

Humanoid Form (Su) Lolth can assume the form of a hauntingly beautiful drow male or female. She has only a little flexibility in altering her specific appearance, and as a result can't use this ability to disguise herself as a specific individual. This ability functions like the change shape ability.

Poison (Ex) Bite, Fort DC 37, 1D6 Str/2D6 Str.

Rapid Shapeshifter (Ex) Lolth can shift between her two forms with astounding speed. Changing shape is a swift action that Lolth can perform as often as once per round.

Summon Demon (Sp) 1/day, Lolth can automatically summon 1D4 vrocks or 1D4+2 yochlols. This ability functions as a 9th level spell (CL 20).

Summon Spider (Sp) 1/day, Lolth can automatically summon 2D6 Huge fiendish monstrous spiders. This ability is the equivalent of a 6th level spell (CL 20).

True Seeing (Su) Lolth has a continuous true seeing ability, as the spell (CL 20).

Webs (Ex) In her spider form, Lolth can produce webs. Lolth's web strand can support her and one other creature of the same size.

Lolth can throw a web 8/day. This is similar to an attack with a net, but has a maximum range of 50 ft, with a range increment of 10 ft, and is effective against targets up to Huge size.

An entangled creature can escape with a DC 37 Escape Artist check or burst it with a DC 41 Str check. Both are standard actions.

Furthermore, Lolth's webs are toxic. Creatures touching a web (except Lolth or spiders) take 1 point of Str damage unless they make a DC 37 Fort save. This check must be made for each round of contact at the start of a subject's turn.

Lolth can create sheets of sticky webbing from 5 to 60 ft square. She can position these sheets to snare flying creatures but can also try to trap prey on the ground. Approaching creatures must succeed on a DC 20 Spot check to notice a web, otherwise they stumble into it and become trapped as though by a successful web attack. Attempts to escape or burst the webbing gain a +5 bonus if the trapped creature has something to walk on or grab while pulling free. Each 5 ft section has 25 hp and DR 5/-.

Lolth can move across her own webs at her climb speed and can pinpoint the location of any creature touching her web.

Webwalking (Su) Lolth can ignore webs (magical or nonmagical) as if she were under the effect of a freedom of movement spell. She can climb webs at her normal land speed without needing to make Climb checks and walk along webs without needing to make Balance checks.

Lolth will not necessarily fight to the death. Nevertheless, she can also not afford to show weakness or fear until the situation becomes life-or-death. Her actions depend somewhat on whether she is aware that her realm has been invaded (see below for other details pertaining to this). Her initial reaction will be to let her court to fight without her presence. She does this for several reasons:

1. It allows her to test her minions to see which are weak and which are worthy.

2. It allows her to guage her opposition's capabilities and proclivities by watching the action using her clairaudience/clairvoyance spell-like ability (remember, spell-like abilities are a standard action).

3. It uses up opponent resources on her minions, so that they will be wounded and/or depleted when she finally emerges.

4. It allows her time to cast some preperatory spell-like abilities such as greater magic fang, magic circle against good, and unholy aura.

If it is apparent to her that her minions are being slaughtered, she will choose a good time and location to use her greater teleport to enter the fray. Once there, she will attack mercilessly, seeking to defeat her foes utterly. Only if her minions are slain or routed and she is in danger of dying will she try to escape, for a loss to mortals would damage her prestige significantly, both in the netherworld and with her drow worshippers. Even then, it is likely she will teleport to her audience chamber to use her fast healing and heal to regain her hit points before returning to the fray.

With regard to her shapechange ability, Lolth's preferred forms are:

A. A beholder when attacking from range. This allows her to suppress enemy spellcasters with the antimagic cone and attack large numbers of foes from a distance with the eyebeams.

BEHOLDER LOLTH CR 26
CE Large aberration outsider (chaotic, evil, tana'ri)
Init +11; Senses all-around vision, darkvision 60 ft, true seeing; Listen +46, Spot +50
Languages Abyssal, Drow Sign Language, Elven, Undercommon; telepathy 100 ft



AC 38, touch 23, flat-footed 36 (+12 deflection); cannot be flanked, Combat Expertise, Dodge, Mobility
hp 585 (11 HD)
Fort +22, Ref +20, Will +27


Spd 5 ft (1 squares), fly 20 ft (good); feather fall
Melee bite +29 (2D4/19-20)
Ranged eye rays +31 (various effects)
Space 10 ft; Reach 5 ft
Base Atk +30; Grp +34
Atk Options Combat Expertise
Special Actions Combat Reflexes, Improved Trip, summon demon, summon spider
Spell-Like Abilities (CL 20):
At will - astral projection, blasphemy (evil, DC 29), chaos hammer (chaotic, DC 26), clairaudience/clairvoyance, contagion (evil, DC 25), desecrate (evil), detect good, detect law, detect magic, detect poison, greater dispel magic, greater magic fang, greater teleport, magic circle against good (evil), plane shift, shapechange, slashing darkness, telekinesis (DC 27), unhallow (evil), unholy aura (evil, DC 30), unholy blight (evil, DC 26)
1/day - heal
------------------------------
Abilities Str 10, Dex 14, Con 18, Int 40, Wis 36, Cha 34
SQ Demonweb attunement, flight
Feats Combat Expertise, Combat Reflexes, Dark Speech, Dodge, Exotic Weapon Proficiency (scourge), Improved Critical (bite), Improved Trip, Lightning Reflexes, Mobility, Quicken Spell-Like Ability (greater dispel magic), Quicken Spell-Like Ability (greater teleport)
Skills Balance +27, Bluff +39, Climb +33, Concentration +31, Diplomacy +45, Escape Artist +35, Gather Information +28, Hide +29, Intimidate +49, Jump +35, Knowledge (arcana) +48, Knowledge (dungeoneering) +48, Knowledge (planes) +48, Knowledge (religion) +31, Listen +46, Move Silently +35, Search +52, Sense Motive +46, Spellcraft +42, Spot +50, Tumble +22, Use Magic Device +28, Use Rope +2 (+4 escaping bonds), Survival +13 (+4 bonus on other planes, +4 bonus underground, +4 bonus to find or follow tracks)


All-Around Vision (Ex) Beholders are exceptionally alert and circumspect. Their many eyes give them a +4 racial bonus on Spot and Search checks and they can't be flanked.

Antimagic Cone (Su) A beholder's central eye continually produces a 150 ft cone of antimagic. This functions just like antimagic field (CL 13). All magical and supernatural powers and effects within the cone are suppressed - even the beholder's own eye rays. Once each round, during its turn, the beholder decides whether the antimagic cone is active or not (the beholder deactivates the cone by shutting its central eye).

Demonweb Attunement Lolth is completely attuned to the Demonweb Pits and is not restricted in the use of spells on her plane. She can use teleportation spells, plane travel spells, divination spells, and summoning and calling spells and effects without restriction. She can also (at her option) allow another to use such spells when touching her.

Eye Rays (Su) Each of a beholder's small eyes can produce a magical ray once per round as a free action. During a single round, a beholder can aim only three eye rays at targets n any one 90 degree arc (up, forward, backward, left, right, or down). The remaining eyes must aim at targets in other arcs, or not at all. A beholder can tilt and pan its body each round to change which rays it can bring to bear in any given arc.

Each of a beholder's ten eye rays resembles a spell cast by a CL 13 caster. Each eye ray has a range of 150 ft and a save DC of 27. The ten eye rays include:

Charm Monster: The target must succeed on a Will save or be affected as though by the spell. Beholders use this ray to confuse the opposition, usually employing it early in a fight. The beholder generally instructs a charmed fighter to either restrain a comrade or stand aside.

Charm Person: The target must succeed on a Will save or be affected as though by the spell. Beholders use this ray in the same manner as the charm monster ray.

Disintegrate: The target must succeed on a Fort save or be affected as though by the spell. The beholder likes to use this ray on any foe it considers a real threat.

Fear: This works like the spell, except that it targets one creature. The target must succeed on a Will save or be affected as though by the spell. Beholders like to use this ray against warriors and other powerful creatures early in a fight, to break up the opposition.

Finger of Death: The target must succeed on a Fort save or be slain as though by the spell. The target takes 3D6+13 points of damage if its save succeeds. Beholders use this ray to eliminate dangerous foes quickly.

Flesh to Stone: The target must succeed on a Fort save or be affected as though by the spell. Beholders like to aim this ray at enemy spellcasters. They also use iit on any creature whose appearance they find interesting (after the fight the beholder takes the statue to its lair as a decoration).

Inflict Moderate Wounds: This works like the spell, causing 2D8+10 points of damage (Will half).

Sleep: This works like the spell, except that it affects one creature with any number of HD (Will negates). Beholders like to use this ray against warriors and other physically powerful creatures. They know their foes can quickly awaken the sleepers, but they also know that doing so takes time and can delay an effective counter attack.

Slow: This works like the sell, except that it affects one creature. The target can make a Will save to negate the effect. Beholders often use this ray against the same creature targeted by their disintegrate, flesh to stone, or finger of death ray. If one of the former rays fails to eliminate the foe, this ray might at least hamper it.

Telekinesis: A beholder can move objects or creatures that weigh up to 325 lbs. as though with a telekinesis spell. Creature can resist the effect with a successful Will save.

Flight (Ex) A beholder's body is naturally buoyant. This buoyancy allows it to fly at a speed of 20 ft. This buoyancy also grants it a permanent feather fall effect (as the spell) with personal range.

Summon Demon (Sp) 1/day, Lolth can automatically summon 1D4 vrocks or 1D4+2 yochlols. This ability functions as a 9th level spell (CL 20).

Summon Spider (Sp) 1/day, Lolth can automatically summon 2D6 Huge fiendish monstrous spiders. This ability is the equivalent of a 6th level spell (CL 20). 

B. A mature adult rust dragon. This allows her to destroy the equipment of foes.

RUST DRAGON LOLTH CR 26
Draconomicon page 186
Female mature adult rust dragon
CE Huge dragon
Init +0; Senses darkvision 120 ft, keen senses; Listen +46, Spot +50
Aura frightful presence (210 ft, DC 34)
Languages Abyssal, Drow Sign Language, Elven, Undercommon; telepathy 100 ft


AC 32, touch 8, flat-footed 32
hp 585 (24 HD); DR 15/magic (vs metal weapon DR 20/magic and DR 5/chaotic)
Immune charm, paralysis, sleep
SR 25
Fort +19, Ref +14, Will +27

Spd 60 ft (12 squares), fly 150 ft (poor) (30 squares), burrow 45 ft (9 squares)
Melee bite +31 (2D8+9/19-20) and 2 claws +26 (2D6+4) and 2 wings +26 (1D8+4) and tail slap +26 (2D6+13)
Space 15 ft; Reach 10 ft (15 ft with bite)
Base Atk +24; Grp +41
Atk Options Combat Expertise, rusting bite
Special Actions breath weapon (acid, 100 ft line, DC 27, 14D4) or breath weapon (metal corrosion, 50 ft cone, DC 27, destroyed), Combat Reflexes, crush (DC 27, 2D8+13), Improved Trip, summon demon, summon spider
Spell-Like Abilities (CL 7):
3/day - wall of iron (DC 28)
Spell-Like Abilities (CL 20):
At will - astral projection, blasphemy (evil, DC 29), chaos hammer (chaotic, DC 26), clairaudience/clairvoyance, contagion (evil, DC 25), desecrate (evil), detect good, detect law, detect magic, detect poison, greater dispel magic, greater magic fang, greater teleport, magic circle against good (evil), plane shift, shapechange, slashing darkness, telekinesis (DC 27), unhallow (evil), unholy aura (evil, DC 30), unholy blight (evil, DC 26)
1/day - heal

Abilities Str 29, Dex 10, Con 21, Int 40, Wis 36, Cha 34
SQ Demonweb attunement
Feats Combat Expertise, Combat Reflexes, Dark Speech, Dodge, Exotic Weapon Proficiency (scourge), Improved Critical (bite), Improved Trip, Lightning Reflexes, Mobility, Quicken Spell-Like Ability (greater dispel magic), Quicken Spell-Like Ability (greater teleport)
Skills
Balance +25, Bluff +39, Climb +42, Concentration +32, Diplomacy +45, Escape Artist +33, Gather Information +28, Hide +25, Intimidate +49, Jump +44, Knowledge (arcana) +48, Knowledge (dungeoneering) +48, Knowledge (planes) +48, Knowledge (religion) +31, Listen +46, Move Silently +33, Search +48, Sense Motive +46, Spellcraft +42, Spot +46, Tumble +20, Use Magic Device +28, Use Rope +0 (+2 escaping bonds), Survival +13 (+4 bonus on other planes, +4 bonus underground, +4 bonus to find or follow tracks)


Breath Weapon (Su) A rust dragon's breath weapon is a 100 ft line of acid that causes 14D4 points of damage (Ref save DC 27) or a 50 ft cone of reddish-brown liquid that instantly corrodes and destroys any metal it touches. Attended and meagical metals receive a DC 27 Ref save to avoid this effect, but any metal is susceptible: iron, steel, silver, gold, even mithral and adamantine. Using a breath weapon is a standard action. Once a deep dragon breathes, it can’t breathe again until 1D4 rounds later.

Demonweb Attunement Lolth is completely attuned to the Demonweb Pits and is not restricted in the use of spells on her plane. She can use teleportation spells, plane travel spells, divination spells, and summoning and calling spells and effects without restriction. She can also (at her option) allow another to use such spells when touching her.

Frightful Presence (Ex) A deep dragon can unsettle foes with its mere presence. The ability takes effect automatically whenever the dragon attacks, charges, or flies overhead. Creatures within a 210 ft radius are subject to the effect if they have fewer than 24 HD. A potentially affected creature that succeeds on a Will save (DC 34) remains immune to that dragon’s frightful presence for 24 hours. On a failure, creatures with 4 or less HD become panicked for 4D6 rounds and those with 5 or more HD become shaken for 4D6 rounds. Dragons ignore the frightful presence of other dragons.

Keen Senses (Ex) A dragon sees four times as well as a human in shadowy illumination and twice as well in normal light.

Rusting Bite (Ex) A rust dragon that makes a successful bite attack causes metal armour worn by the target creature to corrode, falling to pieces and becoming useless immediately. A dragon can also use its bite attack to target a weapon or other metal object. The size of the object is immaterial - a full suit of armour rusts away as quickly as a sword. Magic metal items are allowed a DC 27 Ref save.

Summon Demon (Sp) 1/day, Lolth can automatically summon 1D4 vrocks or 1D4+2 yochlols. This ability functions as a 9th level spell (CL 20).

Summon Spider (Sp) 1/day, Lolth can automatically summon 2D6 Huge fiendish monstrous spiders. This ability is the equivalent of a 6th level spell (CL 20). 

C. A white slaad. This form grants her access to chaos bite and spittle, stunning strike, and some good energy resistances.

WHITE SLAAD LOLTH CR 26
Epic Level Handbook page 218
CE Large outsider (chaotic)
Init +8; Senses darkvision 60 ft; Listen +46, Spot +50
Languages Abyssal, Drow Sign Language, Elven, Undercommon; telepathy 100 ft


AC 40, touch 17, flat-footed 32
hp 585 (24 HD); fast healing 15; DR 10/epic and lawful
Resist acid 20, cold 20, electricity 20, fire 20, sonic 20
Fort +27, Ref +22, Will +22

Spd 40 ft (8 squares)
Melee 2 claws +36 (5D6+13) and bite +34 (2D10+6 plus chaos bite)
Ranged chaos spittle +31 ranged touch (8D4)
Space 10 ft; Reach 10 ft
Base Atk +23; Grp +37
Atk Options Combat Expertise, stun
Special Actions Combat Reflexes, Improved Trip, summon demon, summon spider
Spell-Like Abilities (CL 20):
At will - astral projection, blasphemy (evil, DC 29), chaos hammer (chaotic, DC 26), clairaudience/clairvoyance, contagion (evil, DC 25), desecrate (evil), detect good, detect law, detect magic, detect poison, greater dispel magic, greater magic fang, greater teleport, magic circle against good (evil), plane shift, shapechange, slashing darkness, telekinesis (DC 27), unhallow (evil), unholy aura (evil, DC 30), unholy blight (evil, DC 26)
1/day - heal

Abilities Str 36, Dex 26, Con 37, Int 40, Wis 36, Cha 34
SQ alternate form, blood of chaos, Demonweb attunement
Feats Combat Expertise, Combat Reflexes, Dark Speech, Dodge, Exotic Weapon Proficiency (scourge), Improved Critical (bite), Improved Trip, Lightning Reflexes, Mobility, Quicken Spell-Like Ability (greater dispel magic), Quicken Spell-Like Ability (greater teleport)
Skills
Balance +33, Bluff +39, Climb +46, Concentration +40, Diplomacy +45, Escape Artist +41, Gather Information +28, Hide +37, Intimidate +49, Jump +48, Knowledge (arcana) +48, Knowledge (dungeoneering) +48, Knowledge (planes) +48, Knowledge (religion) +31, Listen +46, Move Silently +41, Search +48, Sense Motive +46, Spellcraft +42, Spot +46, Tumble +28, Use Magic Device +28, Use Rope +8 (+10 escaping bonds), Survival +13 (+4 bonus on other planes, +4 bonus underground, +4 bonus to find or follow tracks)


Alternate Form (Su) A white slaad can shift between its natural form and any humanoid form at will as a standard action. A white slaad can remain in humanoid form indefinitely.

Blood of Chaos (Ex) White slaadi are more in tune with the true principle of chaos that their lesser cousins. As such, white slaadi can summon forth the force of chaos to degrade and destroy that which they bite or spit upon. The chaos, once released, burns all substances almost like acid. Even creatures protected against chaos, such as by a magic circle against chaos spell take half damage.

Breath Weapon (Su) A rust dragon's breath weapon is a 100 ft line of acid that causes 14D4 points of damage (Ref save DC 27) or a 50 ft cone of reddish-brown liquid that instantly corrodes and destroys any metal it touches. Attended and meagical metals receive a DC 27 Ref save to avoid this effect, but any metal is susceptible: iron, steel, silver, gold, even mithral and adamantine. Using a breath weapon is a standard action. Once a deep dragon breathes, it can’t breathe again until 1D4 rounds later.

Chaos Bite (Ex) On a successful bite attack, the slaad deals an addition 8D4 points of chaotic damage. Unless the chaos infecting the wound is somehow neautralized, it deals another 4D4 points of chaotic damage every subsequent round for 9 rounds.

Chaos Spittle (Ex) A white slaad can spit a glob of chaos at any target it can see within 60 ft as a ranged touch attack. The chaos deals 10D4 points of chaos damage (no splash damage). Unless the chaos us somehow neautralized, the glob deals another 5D4 points of chaotic damage every subsequent round for 9 rounds.

Demonweb Attunement Lolth is completely attuned to the Demonweb Pits and is not restricted in the use of spells on her plane. She can use teleportation spells, plane travel spells, divination spells, and summoning and calling spells and effects without restriction. She can also (at her option) allow another to use such spells when touching her.

Frightful Presence (Ex) A deep dragon can unsettle foes with its mere presence. The ability takes effect automatically whenever the dragon attacks, charges, or flies overhead. Creatures within a 210 ft radius are subject to the effect if they have fewer than 24 HD. A potentially affected creature that succeeds on a Will save (DC 34) remains immune to that dragon’s frightful presence for 24 hours. On a failure, creatures with 4 or less HD become panicked for 4D6 rounds and those with 5 or more HD become shaken for 4D6 rounds. Dragons ignore the frightful presence of other dragons.

Keen Senses (Ex) A dragon sees four times as well as a human in shadowy illumination and twice as well in normal light.

Rusting Bite (Ex) A rust dragon that makes a successful bite attack causes metal armour worn by the target creature to corrode, falling to pieces and becoming useless immediately. A dragon can also use its bite attack to target a weapon or other metal object. The size of the object is immaterial - a full suit of armour rusts away as quickly as a sword. Magic metal items are allowed a DC 27 Ref save.

Stun (Ex) A white slaad can make an attack as though it had the Stunning Fist feat 9/day (DC 30 Fort save).

Summon Demon (Sp) 1/day, Lolth can automatically summon 1D4 vrocks or 1D4+2 yochlols. This ability functions as a 9th level spell (CL 20).

Summon Spider (Sp) 1/day, Lolth can automatically summon 2D6 Huge fiendish monstrous spiders. This ability is the equivalent of a 6th level spell (CL 20). 

On the Alert:

This scenario was designed to be run as a single, long-running battle. The difficulty of the encounters is designed to tax and strain the resources of a large, high level party, but singly they will be little threat. As such, the scenario seeks to discourage the PCs from resting, though in a logical fashion.

Inherently, the Demonweb is not well-organized. This befits Lolth's chaotic nature. As presented above, there are patrols of the place on a regular basis. In general, these patrols, even if they attack the PCs, will not report such contact if the PCs are suitably disguised as drow. If a patrol encounters the PCs and sees through their disguise (or they are not properly disguised) then they will attempt to first capture or slay the PCs. Once that proves difficult, they will attempt to return some of their number to the Fane of Ardvalce to report the intrusion.

In general, the intelligent inhabitants of the upper portion of the Demonweb before the Black Gate will be inclined to flee from determined non-drow assault and report to the Fane. Eventually, even a determined drow assault will come to the notice of the Fane.

Once the Fane receives word of intruders, it will send a report directly to Lolth and her court in the form of 2 subpriestesses (who will, after giving their report, be slain by the vrocks as indicated). The Fane will then send out strong patrols to track down the intruders. The DM should add a new encounter check every five minutes, but only if a patrol is indicated should the encounter happen. Such patrols will be of double strength, meaning led by 2 captains and with 16 fighters. If the intruders keep defeating patrols, then the Fane will change tactics to track and report on the movement of the PCs and arrange for a very large and inconveninent ambush as the PCs are fighting one of the more major encounters presented in this scenario. The DM can assume that any patrols (including increased patrols) encountered and slain are drawn from the surrounding Demonweb environs and not from the reserves at the Fane.

If the PCs choose to rest to regain spells and the like, things begin to get very problematic for them if the Demonweb is on alert. Once the Fane or Lolth determine that a threat is in the Demonweb, they will begin to muster forces. The portion of the Demonweb presented in this scenario is merely a small fraction of the hordes that dwell in Lolth's demiplane. In fact, Lolth's own lair, her metallic spider ship/castle is not even presented here. As such, should the PCs choose to rest in the face of an alert, more and more denizens will be summoned to this particular region of the Demonweb. They will use whatever abilities they have to locate the intruders' resting place, including rememorizing spells like see invisibility and detect magic and arcane sight to find such effects as rope trick or any other extradimensional spells that allow the PCs to rest. Should the PCs' resting spot be found, increasing waves of demons, drow, and other horrors will begin to assault the resting place. This will essentially be an inexhaustable and unending supply (for purposes of this scenario), and the PCs would be well advised to flee their resting place and press on. Within 8 hours after the Demonweb is on alert, encounters in the Demonweb should double (or triple if already doubled because of improper use of the Venomsphere), and then double again every 8 hours thereafter. Further, the numbers encountered should also be doubled each 8 hours and the DM should feel free to throw in the occasional hezrou group, bebiliths, or even a glabezru or two. The idea is to make the PCs understand that the mass of evil of the Demonwebs is converging upon them and that they cannot afford to dawdle. Eventually, other commanders from other regions of the Demonweb will arrive behind small armies of drow and demons, including Minolin (CE female drow Cleric 12/Figher 9), Riklaunim (CE male drow Fighter 5/Wizard 16), and Adinirahc (CE male drow Cleric 14/Fighter 4).

Finally, if on alert, then Lolth herself will begin to continually cast clairaudience/clairvoyance at key locations of the Demonweb every round, to mark the intruders' progress. Once they reach the chamber before her court, she will alert her court and they will begin to cast spells and use spell-like abilities in preparation of the combat. Lolth will use her telepathy (and the marilith will relay to those out of reach of Lolth's telepathy) to narrate the intruders' progress with the deathdrinker and the spider golem so that they can use their shorter duration spells and abilities just as the PCs are about to enter Lolth's Grand Council Chamber.

Aftermath:

There are, essentially two outcomes to this scenario. Either the PCs slay Lolth, or they are defeated. There is no retreat for them, and Lolth will not negotiate, at least initially. If somehow prevented from teleporting away (due to, for example, dimensional anchor, she will try to negotiate if on the verge of death, as she will not initially be aware of N'araktheel's new coup or the mission of the PCs to slay her. In negotiations, she will be canny and offer whatever seems able to save her skin. Of course she will lie if necessary, trusting her Will save and SR to save her from any truth-telling magic. But given that the PCs were tasked with killing her, such negotiations should prove fruitless unless the PCs decide to abandon N'araktheel's plan.

Should the PCs be defeated, it does not mean the end of the PCs. After all, while some of the intruders may be unimportant nigglings from House Riverine who can and should be slain or enslaved, the Heroes of the Gem are another matter. First, Lolth will know that they likely have access to powerful restorative magic. Even should she slay them and completely destroy their bodies, she knows that it is possible that scrolls of true resurrection or wish or miracle spells might be lingering in their homelands. As such, slaying the Heroes is likely to merely result in a renewed assault against her at another time...not something she wants to face again. In addition, Lolth would love nothing more than to have the great Heroes of the Gem as her prisoners, thralls, or even servants. As such, she is likely to imprison them, torture them, and try to either break their wills or subvert them to evil. Such things are beyond the scope of this scenario, but the DM can certainly generate new adventures, either involving the Heroes escaping from Lolth's prison (with little or no equipment), or involving other heroes coming to rescue the Heroes. The Heroes could even decide something as horrific as succumbing to Lolth's will and turning to her service. Anything is possible!

Should Lolth be slain, the entire plane will begin to churn and warp, as it loses the effect of her influence upon its raw chaos. The moment she is slain, all restrictions on the casting of spells on the plane are lifted (however, the boosted effects of various spells persist). Lolth's minions will begint o panic, both at the potential dissolution of the plane and at the death of their queen. The PCs should be free, in the confusion, to make their escape, hopefully grabbing her head or body before they depart. Whether the Demonweb actually unravels entirely or eventually stabilizes is up to the DM. In the official Therran campaign, the Demonweb unravelled at the loss of Lolth and was no more. Many demons and drow perished in the implosion, though many other fled using their spell-like abilities.

As long as Lolth lives, the PCs will have the means to face her. She is prideful and very angry at being challenged on her home plane, and will continually attempt to track down and attack the PCs when she is at full hit points. Even if she is dropped to 1 hit point before escaping, this means every 4-5 minutes she will be at full strength for a new assault. Lolth will continue to do this until she or her opponents are slain. She does not wish to show any weakness to her followers nor allow the intruders to potentially usurp her control of her plane or her minions. Nor does she know with absolute certainty that the intruders don't have some way to come and go from her plane at their own whim.

Assuming the PCs prevail, then they can bring Lolth's body or head back to Therra. As Lolth's death will have observable effects in the drow homeland (e.g. her High Fane will crack and begin to crumble and her priestesses will be suddenly cut off from spells), N'araktheel will have a sending cast to a PC, asking them to quickly bring Lolth's head or body to her keep beneath Dwillingir. There, she will thank the PCs and assure them that they will likely never see her again in their lifetimes, as she will spend centuries fighting for control of the Drow Empire. She and her forces will then use their magic portal to travel to Rabat-wruinu'ili to win her empire or die in the attempt.

News of Lolth's death will reverberate across the multiverse, and unless the Heroes took extraordinary precautions to somehow hide their identities and prevent even the gods from knowing about it, then news that they slew Lolth will travel first amongst priests and wizards and then to the populace at large. Their already considerable fame will grow, and they will be feted by the Elves of Blanthil as Heroes of the Elves. A great evil has been removed from the face of Therra forever.

Experience Points:

In addition to normal experience (which in Therra is half of that recommended in the DMG), each party member should be rewarded as follows:

There are no specific story bonuses for this scenario.

 

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