TEXT: Based on the original DUNGEONS & DRAGONS
  ® rules created by E. Gary Gygax and Dave Arneson and the new DUNGEONS & 
  DRAGONS game designed by Jonathan Tweet, Monte Cook, Skip Williams, Richard Baker, and Peter Adkison. 
   
  This game product contains no Open Game Content. No portion of this work may be reproduced in any form without permission of 
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  www.wizards.com/d20. 
   
  This is an official RPGA
  ® play document. To find out more about the RPGA and to learn more on how you can sanction and run 
  DUNGEONS & DRAGONS game events of all sizes, visit our website at www.rpga.com. 
   
  DUNGEONS & DRAGONS, D&D, GREYHAWK, LIVING GREYHAWK, D&D REWARDS, RPGA, Player’s Handbook, Dungeon 
  Master’s Guide, and Monster Manual are trademarks of Wizards of the Coast, Inc, in the US and other countries. This material is 
  protected under the copyright laws of the United States of America. Any reproduction or unauthorized use of the material or artwork 
  contained herein is prohibited without the express written permission of Wizards of the Coast, Inc. This product is a work of fiction. 
  Any similarity to actual people, organizations, places, or events is purely coincidental. © 2005 Wizards of the Coast, Inc and the 
  adventure author or authors. 
   
  Visit the LIVING GREYHAWK website at www.rpga.com. 
  For questions specific to this document and your region please e-mail your triad point of contact (POC) at scon40@aol.com. For 
  LIVING GREYHAWK campaign questions email rpgahq@wizards.com. 
  ULP8-03 
   
   
  The Mind of a Spyder 
  A One-Round D&D® LIVING GREYHAWKTM  
  Principality of Ulek Regional Adventure 
  Version 1.1 
   
  by Christopher Reed 
  Reviewers: Michael Moore, Sheldomar Valley Triads 
  Circle Reviewer: Steven Conforti 
  Playtesters: Yvette Brown-Losson, Henry Ngo, Sarah Pearce, Dawn Marie Reed, Gerry Ruiz 
   
  What knowledge lies within the mind of a spider? And who is willing to kill for it? A Principality of Ulek 
  regional adventure for APLs 8-14. 
   
  Note: This adventure will be of particular interest to members of the Mine Rangers, members of any 
  alleged arachnocentric organizations, and longtime PCs of the Principality of Ulek. 
   
  Resources: ADP1-05 Festival Knight [Brian Hudson], SHE3-05 Righting the Wrongs [Christopher Reed], 
  SHE3-06 Seeking the Wronged [Christopher Reed], SHE3-07 The Wrong Corrected [Christopher Reed], 
  ULP1-08 To Rejoin an Empire [Christopher Reed], ULP2-03 Plea to an Empire [Christopher Reed], 
  ULP3-03 Even Further Downward [Christopher Reed], ULP4-01 Even Further Downward Still 
  [Christopher Reed], ULP7-08 Downward: Rock Bottom [Christopher Reed], Lords of Madness [Richard 
  Baker, James Jacobs, Steve Winter], Magic Item Compendium [Andy Collins, Eytan Bernstein, Frank 
  Brunner, Owen K.C. Stephens, John Snead], Spell Compendium [Matthew Sernett, Jeff Grubb, Mike 
  McArtor]. 
   
  
  RPGA® SANCTIONED PLAY 
  Most likely you ordered this adventure as part of 
  an RPGA even from the RPGA website, or you 
  received it from your senior gamemaster. To play 
  this adventure as part of the LIVING GREYHAWK 
  campaign—a worldwide, ongoing D&D campaign 
  set in the GREYHAWK setting—you must sanction it 
  as part of an RPGA event. This event could be as 
  elaborate as a big convention, or as simple as a 
  group of friends meeting at the DM’s house.  
   
  To sanction an RPGA event, you must be at 
  least a HERALD-LEVEL gamemaster. The person 
  who sanctions the event is called the senior 
  gamemaster, and is in charge of making sure the 
  event is sanctioned before play, runs smoothly on 
  the date sanctioned, and then reported back to the 
  RPGA in a timely manner. The person who runs 
  the game is called the table Dungeon Master (or 
  usually just DM). Sometimes (and almost all the 
  time in the cases of home events) the senior 
  gamemaster is also the table DM. You don’t have 
  to be a HERALD-LEVEL GM to run this adventure if 
  you are not the senior GM.  
   
  By sanctioning and reporting this adventure 
  you accomplish a couple of things. First it is an 
  official game, and you can use the AR to advance 
  your LIVING GREYHAWK character. Second player 
  and DMs gain rewards for sanctioned RPGA play 
  if they are members of the DUNGEONS & DRAGONS 
  REWARDS program. Playing this adventure is worth 
  two (2) points.  
   
  This adventure retires from RPGA-sanctioned 
  play on December 31, 2008. 
   
  To learn more about the LIVING GREYHAWK 
  character creation and development, RPGA event 
  sanctioning, and DUNGEONS & DRAGONS REWARDS, 
  visit the RPGA website at www.rpga.com. 
  PLAYERS READ NO 
  FARTHER 
  If you are planning on playing this adventure, stop 
  reading now. The rest of the information in this 
  adventure is for the DM only. If you read farther 
  than this section, you’ll know too much about its 
  challenges, which kills the fun. Also, if you’re 
  playing this adventure as part of an RPGA-
  sanctioned event, reading beyond this point 
  makes you ineligible to do so. 
  PREPARING FOR PLAY 
  To get the most out of this adventure, you need 
  copies of the following D&D books: Player’s 
  Handbook, Dungeon Master’s Guide, and the 
  Monster Manual.  
  Throughout this adventure, text in bold italics 
  provides player information for you to paraphrase 
  or read aloud when appropriate. Sidebars contain 
  important information for you, including special 
  instruction on running the adventure. Information 
  on nonplayer characters (NPCs) and monsters 
  appear in abbreviated form in the adventure text. 
  Full information on NPCs and monsters are given 
  in the Appendices.  
  Along with this adventure you’ll find a RPGA Table 
  Tracking sheet. If you’re playing this adventure as 
  part of an RPGA-sanctioned event, complete and 
  turn in this sheet to your senior GM directly after 
  play. You’ll also find a LIVING GREYHAWK 
  Adventure Record (AR).  
  LIVING GREYHAWK LEVELS 
  OF PLAY 
  Because players bring their own characters to 
  LIVING 
  GREYHAWK 
  games, 
  this 
  adventure’s 
  challenges are proportionate to the modified 
  average character level of the PCs participating in 
  the adventure. To determine this modified Average 
  Party Level (APL) follow the steps below: 
  1. Determine the character level for each of the 
  PCs participating in the adventure. 
  2. If PCs bring animals that have been trained for 
  combat (most likely dogs trained for war), 
  other than those brought by virtue of a class 
  ability (such as animal companions, familiars 
  paladin’s mounts) or the warhorse of a 
  character with the Mounted Combat feat, use 
  the sidebar chart to determine the number of 
  levels you add to the sum of step one. Add 
  each character’s animals separately. A single 
  PC may only bring four or fewer animals of 
  this type, and animals with different CRs are 
  added separately.  
  3. Sum the results of step 1 and 2, and divide by 
  the number of characters playing in the 
  adventure. Round to the nearest whole 
  number. 
  4. If you are running a table of six PCs, add one 
  to that average. 
  ULP8-03 The Mind of a Spyder 
   
  Page 1 
  
  Throughout this adventure, APLs categorize the 
  level of challenge the PCs face. APLS are given in 
  even-numbered increments. If the APL of your 
  group falls on an odd number, ask them before the 
  adventure begins whether they would like to play a 
  harder or easier adventure. Based on their choice, 
  use either the higher or the lower adjacent APL. 
   
  APL also affects the amount of experience 
  and gold a PC can gain at the end of the 
  adventure. If a player character is three character 
  levels or more either higher or lower than the APL 
  at which this adventure is being played, that 
  character receives only one-half of the experience 
  points and gold for the adventure. This simulates 
  the fact that either the PC was not challenged as 
  much as normal or relied on help by higher-level 
  characters to reach the objectives.  
   
  Furthermore, a PC who is four or more levels 
  higher than the highest APL supported by the 
  adventure may not play the adventure. 
   
   
  LIVING GREYHAWK adventures are designed for 
  APL 2 and higher. Four or five 1st-level characters 
  may find the challenge of an APL 2 adventure 
  difficult. Suggest the following to these groups to 
  help increase their chances of success:  
  1. Enlist a sixth player. 
  2. Advise characters to buy riding dogs to help 
  protect them, and fight for them. 
  TIME UNITS AND UPKEEP 
  This is a standard one-round regional adventure, 
  set in the Principality of Ulek. Characters native to 
  the Sheldomar Valley pay one Time Unit per 
  round, all others pay two Time Units per round. 
   
  Adventurer’s Standard Upkeep costs 12 gp 
  per Time Unit. Rich Upkeep costs 50 gp per Time 
  Unit. Luxury Upkeep costs 100 gp per Time Unit. 
  Characters that fail to pay at least Standard 
  Upkeep will retain temporary ability damage until 
  the 
  next 
  adventure, 
  must 
  buy 
  new 
  spell 
  component pouches and healer’s kits, and may 
  suffer other in-game penalties (or possibly gain in-
  game benefits) as may be detailed in this 
  adventure. 
   
  A character who does not pay for at least 
  Standard Upkeep may also avoid the above-
  described penalties by living off the wild. If the 
  character possesses four or more ranks in the 
  Survival skill and succeeds at a Survival check 
  (DC 20), the character will heal temporary ability 
  damage as if he or she paid for Standard Upkeep, 
  may refill spell component pouches and healer’s 
  kits, and may restock up to 20 arrows or bolts if 
  the character has at least four ranks in Craft 
  (bowmaking). The player is allowed to Take 10 on 
  this roll. 
  # of Animals 
  Mundane 
  Animals Effect 
  on APL 
  1 
  2 
  3 
  4 
  1/4 & 1/6 
  0 
  0 
  0 
  1 
  1/3 & 1/2 
  0 
  0 
  1 
  1 
  1 
  1 
  1 
  2 
  3 
  2 
  2 
  3 
  4 
  5 
  3 
  3 
  4 
  5 
  6 
  4 
  4 
  6 
  7 
  8 
  5 
  5 
  7 
  8 
  9 
  6 
  6 
  8 
  9 
  10 
  CR of Animal 
  7 
  7 
  9 
  10 
  11 
   
  More information about Lifestyle and Upkeep 
  can be found in the “Lifestyle and Upkeep” section 
  of Chapter 3 of the LIVING GREYHAWK Campaign 
  Sourcebook. 
  ADVENTURE BACKGROUND 
  Tales of doppelgangers have been a common 
  rumor within the Principality of Ulek for years; 
  Even the prince has been rumored to be a 
  doppelganger in disguise. While these creatures’ 
  presence has risen within the Principality of Ulek 
  from time to time, never has it been as great as 
  the present, as the “doppelganger detectors” have 
  been outright murdered and replaced by the 
  shapechangers. While many might believe the 
  doppelgangers were sent from the Pomarj by 
  Turrosh Mak or are agents of the Scarlet 
  Brotherhood, these ideas could not be furthest 
  from the fact. Instead the doppelgangers that now 
  secretly plague the cities of the Principality of Ulek 
  are in fact allies of the mysterious mind flayer 
  Malevolence. 
   
  A great deal has changed for Malevolence 
  recently. His uncontrollable desire for power grew 
  to a level that even brought apprehension to the 
  Elder Brain of the mind flayer society. And while 
  Malevolence’s knowledge would have been a 
  great addition to the society upon his death, it was 
  deemed that his continued presence within the 
  ULP8-03 The Mind of a Spyder 
   
  Page 2 
  
  society would eventually bring about grave 
  consequences. Thus, an attempt was made upon 
  his life, but Malevolence was able to escape death 
  at the expense of some of his minions. 
   
  Ostracized from the mind flayer society has 
  driven Malevolence mad. While he still seeks 
  power at every opportunity, he has acquired an 
  additional goal: immortality. Malevolence believes 
  the best way to reach this goal is to achieve 
  lichdom, by becoming an alhoon. He thus turned 
  in immediate attention to gaining the knowledge to 
  undergo the necessary transformation. Thus far, 
  Malevolence has gained all the knowledge he 
  needs to achieve his new goal save one. 
  Malevolence continued his research and quest for 
  this last piece of rare knowledge and while he has 
  not found it, he did learn of one individual who 
  possesses it: Spyder. However, getting such 
  information 
  from 
  the 
  secretive 
  and 
  ever 
  resourceful 
  Spyder 
  would 
  be 
  difficult, 
  but 
  Malevolence happened upon an unlikely alliance 
  with a number of doppelgangers seeking to 
  manipulate and deceive the populace of the 
  Principality of Ulek. 
   
  The alliance works as follows: Malevolence 
  provides 
  information, 
  knowledge, 
  monetary 
  compensation and an agreement not to feast upon 
  their brains (which have an interesting ever 
  changing taste) to the doppelgangers in exchange 
  for 
  prisoners 
  (for 
  additional 
  information, 
  knowledge and, most especially, brains). 
   
  Over the past few months, the doppelgangers 
  increased their presence to their own personal 
  delight and reach Malevolence’s ultimate goal, the 
  capture of Spyder. The adventure begins with 
  Spyder and several of the Web’s operatives 
  having just been captured by the doppelgangers 
  and handed over to Malevolence. Unbeknownst to 
  Malevolence was that Spyder had been expecting 
  a conflict with the mind flayer. Thus, with his 
  extensive knowledge and continued research of 
  spiders, he discovered a unique poison that he 
  could use to kill Malevolence before the mind 
  flayer obtained lichdom. Unfortunately for Spyder, 
  he was ambushed by a group of doppelgangers, 
  who took the unconscious Spyder to their newest 
  ally, Malevolence. But before the doppelgangers 
  were able to overtake Spyder, he poisoned himself 
  with the unique poison knowing that Malevolence 
  would soon wish to feast upon his brains, and that 
  his actions would lead to the death of the mind 
  flayer. 
  ADVENTURE SUMMARY 
  The adventure begins with the PCs feasting upon 
  a hearty morning meal at a local tavern in the town 
  of Greutam. They are sent a brief message via an 
  itsy, bitsy spider by an operative of the Web 
  seeking their assistance. 
   
  Following the directions of the brief message, 
  the PCs meet up with the operative of the Web, an 
  aranea. She informs the PCs that Spyder has just 
  recently gone missing and immediate action is 
  needed. She requests the PCs to seek out 
  information at a number of locations that Spyder 
  might have visited recently, including a bookstore. 
   
  The PCs can investigate the locations 
  provided to them by the aranea, save for the 
  bookstore, which is handled in the next encounter. 
  No relevant information for this mission is gained, 
  but 
  a 
  number 
  of 
  rumors 
  and 
  purchasing 
  opportunities are made available. 
   
  At the bookstore, the PCs are able to inquire 
  about the whereabouts of Spyder. With the proper 
  questions, patience and/or investigation, the PCs 
  quickly discover that the bookstore workers are 
  not as they seem, but rather doppelgangers in 
  disguise, who seek to eliminate them by way of 
  force. 
   
  Having defeated the doppelgangers, the PCs 
  are able to interrogate the shapechangers (if not 
  killed) or find clues to the possible whereabouts of 
  Spyder. 
  Several 
  one-time 
  use 
  magical 
  transporters lead to the PCs to Malevolence’s lair, 
  where Spyder is currently being held (provided 
  that it is the same day), and the next encounter. 
   
  The PCs are able to search about much of 
  Malevolence’s lair, learning more about the mind 
  flayer, his current state and his current goals. A 
  number of beholderkin and gas spores, all minions 
  of Malevolence, are encountered. 
   
  Deeper inside Malevolence’s lair, the PCs 
  encounter his final line of defense, a small group 
  of loyal Grimlock minions. 
   
  Finally 
  reaching 
  Malevolence, 
  the 
  PCs 
  witness, in a cinematic fashion, Spyder providing 
  the last piece of information that the mind flayer 
  needs to reach lichdom before Malevolence 
  cracks open Spyder’s skull and feasts upon his 
  brains. But within moments, the mind flayer 
  realizes that he is doomed, cursed and poisoned 
  by way of the consumption of Spyder’s brain. 
  ULP8-03 The Mind of a Spyder 
   
  Page 3 
  
  PREPARATION FOR PLAY 
  Check with each player to see if their PC is/has: 
  • 
  A member of the Mine Rangers meta-gaming 
  organization. 
  • 
  A 
  member 
  of 
  The 
  Web 
  meta-gaming 
  organization. 
  • 
  Played any of the following scenarios (ULP1-
  04 Downward, ULP2-02 Further Downward, 
  ULP3-03 Even Further Downward, ULP4-01 
  Even Further Downward Still, ULP5-03 Mind 
  Games, ULP6-06 Mind Your Elders and/or 
  ULP7-08 Downward: Rock Bottom). 
  • 
  The Ring of Malevolence (from ULP7-08 
  Downward: Rock Bottom). 
  • 
  A Debt to Malevolence (from ULP3-03 Even 
  Further Downward and ULP4-01 Even Further 
  Downward Still); and if so, how many. 
  • 
  An Enmity of Malevolence (from ULP3-03 
  Even Further Downward, ULP4-01 Even 
  Further Downward Still and ULP5-03 Mind 
  Games); and if so, how many. 
  • 
  Illithid Experimentation (from ULP6-06 Mind 
  Your Elders). 
  • 
  Wrath of the Sheldomar Valley Mind Flayers 
  (from ULP5-03 Mind Games). 
   
  Malevolence is, unbeknownst to its wearer, 
  able to see though the eyes, hear though the ears, 
  and detect the thoughts of any PC wearing the 
  Ring of Malevolence (from ULP7-08 Downward: 
  Rock Bottom). Thus, he is able to determine their 
  location and provide these details to his minions 
  (beholderkin, grimlocks, and derro) but not his 
  allies (doppelgangers). Therefore, if any PC within 
  the party possesses said ring, all combatants 
  within Encounter Five and Six are able to take all 
  necessary preparations (pre-casting spells, using 
  magical consumables, etc.) before the PCs 
  encounter them. 
  Additionally, the protection aspect of the Ring 
  of Malevolence does not function during this 
  event, but this is a fact that the PCs are only able 
  to determine if they cast a detect magic upon the 
  ring and determine that only the school of 
  divination is currently active via a successful 
  Spellcraft check. 
  INTRODUCTION 
  The whisper of the human patron to his friend 
  at the table within the Worn Boot in the town of 
  Greutam draws your attention away from the 
  hearty morning meal placed before you. But 
  the aroma of the scrumptious meal soon 
  assaults your nostrils bringing your attention 
  back to the table you currently sit at, along 
  with several other adventuring folks. 
   
  Those PCs that make a Listen check (DC 15) 
  overhear the human patron commenting, in 
  Keoish, that he would much prefer to be back 
  home in his homeland of Keoland fearing that 
  lycanthropes 
  could 
  be 
  anywhere 
  nearby. 
  (Lycanthropes briefly plagued the town of Greutam 
  during the event ADP1-05 Festival Knight.) 
   
  At this time, allow the players to do PC 
  descriptions and introductions. Once done, have 
  each PC make a Spot check (DC 5). Read the 
  following text to those PCs who succeed on this 
  check (or to the PC with the highest Spot check if 
  no PC successfully made the check): 
   
  Looking around the table for the next 
  delicious morsel to consume, you notice a 
  minute jet-black spider lowering itself on an 
  exceptionally thin strand of web over the 
  center of your table. The other two patrons at 
  your table seem not to have noticed the little 
  creature. The tiny spider continues to lower 
  itself down the strand of web until it reaches 
  the table. At this point, the spider twists his 
  eight legs then suddenly begins to softly 
  speak in common, “My mistress has requested 
  that I pass on her interest to speak with you 
  about assisting her and her organization. If 
  you would be so kind, please exit the back 
  door of this establishment, turn left, and then 
  head down two blocks and look for a sign.” 
   
  Upon the completion of the spider’s short 
  request, the tiny creature begins to climb up 
  the web strand and out of sight, while the two 
  human patrons at your table gawk at the scene 
  before them. 
   
  Once the PCs follow the directions provided to 
  them, continue with the next encounter. 
  ENCOUNTER 1: WEB 
  STRANDS 
  Following the directions provided to you 
  during 
  the 
  strange 
  exchange 
  from 
  the 
  ULP8-03 The Mind of a Spyder 
   
  Page 4 
  
  minuscule spider, you come to an empty 
  alleyway. 
   
  Have the PCs make a Spot check (DC 10). 
  Those that succeed notice a number of spider 
  webs at the entrance of the alleyway. 
   
  Once the PCs enter the alleyway, you can opt 
  to setup the table as if a combat is about to ensue 
  to add to the suspense of what lies ahead. Either 
  way continue with the following text: 
   
  Following the sign and thus heading into 
  the alleyway, you see that the morning sunrays 
  barely touch this dark, dank, narrow lane. 
   
  A slender human woman in her early 
  twenties seemingly steps out of the shadows 
  themselves, sliding down the hood of her dark 
  cloak to reveal her jet-black hair and pale 
  reflection. 
   
  As she opens her mouth to speak, a pure 
  angelic voice fills the air. “I thank you for 
  taking the time to speak with me. I am 
  Latrodectus Mactans, but you may call me 
  Raven. 
   
  “The foundation of the organization I 
  belong to has gone missing, causing a huge 
  ripple along the strands of communication to 
  go dry. I fear the worst, but before I continue, I 
  must have your word that nothing of our 
  continued discussion will be communicated to 
  anyone outside the current individuals here. 
   
  Any PC who is a member of the Web may 
  make a Sense Motive check (DC 20) to 
  understand her hidden message that she is a 
  member of said organization. 
   
  Anyone refusing to give their word is asked to 
  leave and Raven does not continue until everyone 
  either gives their word or leaves the alleyway (thus 
  ending the adventure for these individuals). Once 
  she has everyone’s word, she continues with her 
  plea for help. 
   
  “The creator and center of the organization 
  of the Web, Spyder has gone missing. I was to 
  meet with him yesterday, but he never arrived. 
  While there are times when some matters 
  occasionally delay Spyder, never has he 
  simply 
  missed 
  a 
  prearranged 
  meeting. 
  Attempts via my usual information strands on 
  a possible reason for his delay have all 
  surprising and most regrettable been dry. 
  Thus, I ask that you seek out Spyder and 
  return him to the Worn Boot with the utmost 
  haste. Without his timely return, I fear that a 
  great evil will not only fall upon the Web but all 
  of Ulek.” 
   
  Raven is an aranea currently in her humanoid 
  form and also a member of the organization 
  known as The Web.  
   
  She fears that the center point of the 
  organization, Spyder, and possibly several other 
  key members have run into some type of trouble, 
  thus the reason for her seeking out assistance 
  from the PCs. She believes this as Spyder has 
  missed an appointment with her, which is quite 
  unlike him. 
   
  She states that members of Web would 
  normally handle searching for missing web 
  strands (members), but fears they are being 
  hunted and thus the reason seeks some (since 
  some PCs may be members of the Web) outside 
  assistance. 
   
  Raven does not tell the PCs that she is an 
  aranea, but if asked she confirms this fact. 
   
  She has a list of locations that Spyder was 
  believed to have visited in the last several days, 
  which she provides to the PCs, these include: 
  Noblish’s Shop (a candle shop), Melick’s Pub 
  (pub/tavern), 
  Alchemical 
  Transformations 
  (alchemical shop), Wild Things (exotic pet shop), 
  Reader’s Rapture (bookstore), Gentle Garments & 
  Garb (clothing shop). She suggests that they visit 
  them in this order. (Provide the players with a 
  Player’s Handout #1.) 
   
  Raven has no further information that would 
  prove helpful. She notes that once Spyder is 
  found, they should go to Melick’s Pub where they 
  will be contacted. 
   
  If asked about payment, she notes that she 
  does not have any monetary items, but can make 
  arrangements for the PCs to purchase a possible 
  magical item of interest. 
   
  Once the PCs have the list of locations to 
  investigate and are done speaking with Raven, 
  proceed to the next encounter. 
  ENCOUNTER 2: 
  INVESTIGATION 
  This encounter is broken down into a number of 
  sub-encounters that the PCs have the option of 
  investigating. 
  Raven 
  (from 
  the 
  previous 
  encounter), has suggested they visit them in order. 
  There are also a few random encounters that 
  should be run. 
  ULP8-03 The Mind of a Spyder 
   
  Page 5 
  
  The locations (sub-encounters) are: 
  • 
  Noblish’s Shop (a candle shop) 
  • 
  Melick’s Pub (pub/tavern) 
  • 
  Alchemical Transformations (alchemical 
  shop) 
  • 
  Wild Things (exotic pet shop) 
  • 
  Reader’s Rapture (bookstore) 
  • 
  Gentle Garments & Garbs (clothing shop) 
  The random encounters include: 
  • 
  Orock (drunk) 
  • 
  Timberkos (stuffed toy merchant) 
   
  Noblish’s Shop 
  Noblish’s Shop is located just off the main 
  road of the town. The carved placard that 
  hangs outside the door - a candle in a brass 
  candleholder - easily identifies it. The door is 
  ajar, inviting one to enter. 
   
  Inside the shop is a stuffy mess of jars, pots, 
  bowls, and bundles of herbs. A strong, earthly 
  odor hangs in the air. 
   
  Entering Noblish’s shop, you see a small, 
  warty, form with yellowed skin, pointy ears, 
  and a brown robe tending to the shop. His 
  attention turns towards you. 
   
  Noblish is a skilled candle-maker, as well as a 
  herbalist and hedge wizard. He is also a goblin, 
  albeit one whose cheery personality and complete 
  innocuousness has allowed him to live mostly 
  unmolested among the residents of the town. He 
  is very self-conscious of his racial heritage, and 
  sensitive to any hostility. 
   
  Noblish merrily asks how he can assist the 
  PCs, noting that he has a large variety of candles 
  and herbs for sale. 
   
  When asked about information on Spyder, he 
  notes that the “mysterious man” comes into his 
  shop from time to time seeking rare ingredients. 
  He does not know exactly what Spyder is using 
  the ingredients for, but surmises that he is crafting 
  new potions. 
   
  Noblish notes that he last saw Spyder three 
  days ago, when the mysterious man came into his 
  shop with a veiled woman seeking seeds of a fern 
  plant. Unfortunately, he was unable to assist. He 
  knows nothing further about the whereabouts of 
  Spyder or his companion, but Noblish does wish 
  him the best as he has always been kind to him. 
   
  Noblish is willing to sell mundane candles and 
  herbs from the Player’s Handbook to the PCs. 
  Anyone with the Gratitude of Noblish (from SHE3-
  07 The Wrong Corrected) is offered a single 
  incense of concentration (MIC) for 250 gp and a 
  single focusing candle (CAd) for 100 gp. PCs with 
  this gratitude can also expend the favor to 
  purchase a truelight lantern (MIC) for 36,000 gp. 
   
  Melick’s Pub 
  Fronting the town-square is the newly rebuilt 
  Melick’s Pub. The establishment seems quite 
  busy as noted by the numerous patrons 
  entering and exiting it. 
   
  Stepping inside, you see that nearly all the 
  tables are filled with commoners enjoying a 
  drink and a meal. Four overworked barmaids 
  weave their way about the pub, while a male 
  human bard in his late twenties sits on a stool 
  near the bar playing tunes on a lute. An 
  unkempt four-foot tall drunken dwarf and a 
  young dwarven female with a nice full body are 
  the only noteworthy patrons. 
   
  Upon entering the establishment and taking a 
  seat, Melick, the owner, motions for one of the 
  barmaids to take care of the PCs. The barmaid 
  quickly takes the PCs order. If asked anything 
  about Spyder, she notes that she knows nothing 
  about said individual and suggests they speak 
  with the owner Melick. 
   
  If the question about the whereabouts of 
  Spyder is posed to Melick, he notes that Spyder 
  has been known to frequent his pub from time to 
  time mainly to chat with a variety of individuals, but 
  has not seen him in the last three days. He does 
  note that Spyder was accompanied by a veiled 
  woman when he saw him last, but knows nothing 
  about her and has never seen her before. He 
  knows little else, as he hasn’t had much direct 
  dealings with Spyder. 
   
  The bard is named Ebby, and has worked at 
  Melick’s Pub for the last eight years. If asked 
  about Spyder, he notes he has only heard tales 
  about the mysterious man, but never spoken with 
  him. (If asked, feel free to make up whatever tales 
  you desire, as these are only stories, not 
  necessarily truths.) He does note that about seven 
  years ago, the town was attacked by a group of 
  werecreatures 
  (lycanthropes) 
  but 
  these 
  ULP8-03 The Mind of a Spyder 
   
  Page 6 
  
  abominations were quickly dealt with by some 
  brave adventurers and about five years ago, a few 
  individuals went missing, but he never heard why. 
   
  The dwarven drunk is named Drogg (who 
  appeared in SHE3-06 Seeking the Wronged). If 
  asked about Spyder, Drogg notes that he 
  overheard Spyder talking with some type of 
  slavers, 
  perhaps 
  members 
  of 
  the 
  Scarlet 
  Brotherhood. If the PCs inform him that Spyder 
  has gone missing, he suggests that perhaps they 
  tricked Spyder and enslaved him instead. (None of 
  this is the truth, but in his usual drunken state, this 
  is what Drogg believes he overheard.) 
   
  The 
  young 
  dwarven 
  female 
  is 
  Melina 
  Mumpett, who stands four feet tall. She has deep 
  tan skin, long braided brown hair and dark eyes. 
   
  She eagerly welcomes any male PCs that 
  may come to speak with her. She gives female 
  PCs a scornful look and answers any questions 
  they might have with snide, malicious responses. 
   
  If asked about Spyder, she notes that she has 
  seen this individual a few times, but never paid 
  much attention to him. 
   
  If any PC has the Attention of Melina Mumpett 
  (from SHE3-06 Seeking the Wronged) and is still 
  with her (she hasn’t left due to non-payment), she 
  notes that she is ready to settle down, who can 
  take care of her (in all regards). If said PC agrees, 
  she cheerfully asks if they really intend to marry 
  her. If said PC agrees, they gain the Marriage to 
  Melina Mumpett. 
   
  While here, the PCs can Gather Information 
  (DC 10) to learn some of the local rumors. For 
  every five over the DC, allow them an extra roll on 
  the following chart (re-roll any duplicates): 
  1. Spyder seeks a rare item that others, 
  especially some dark skinned elves, are trying 
  to locate. 
  2. A strange creature from deep below Oerth 
  with a face of an octopus seeks to eat the 
  brains of key people, like the prince and 
  Pengellen. 
  3. After nearly eight years of searching, Yeogh 
  believes he finally has found the treasure map 
  he has been searching for. 
  4. The aging dwarven sage Pengellen is 
  considering moving back to the village of 
  Veithem due to it being freed by the Royal 
  Army. 
  5. When traveling contested lands, be careful of 
  archers within high towers. 
  6. Solwer Cooperkey is being heavily guarded in 
  his home village of Sagamore Hills. 
  7. There 
  are 
  numerous 
  caves 
  and 
  ruins 
  throughout the Principality of Ulek that have 
  unspeakable undead abominations hidden 
  within them that are merely awaiting for their 
  necromantic creators to return to lead them to 
  the destruction of all living creatures. 
  8. The Warlord of the Disputed Territory was 
  never killed. Instead he tricked the entire 
  Principality of Ulek that he was killed when it 
  was simply a powerful underling, while he 
  managed to sneak away. 
  9. The destruction of the underground Derro city 
  has led to their total elimination of the race 
  from the Principality of Ulek. 
  10. Dawana has recently gotten married. 
   
  Alchemical Transformations 
  Alchemical Transformations is a recently built 
  shop made of stone and mortar. Upon entering 
  the shop, you see a middle-aged gnomish man 
  with spectacles sweeping the floor. He peers 
  up at you upon noticing your entrance. 
   
  Inside the shop are numerous shelves lined 
  with assorted glass bottles of varying colors, glass 
  canisters filled with pellets or capsules and jars 
  containing balms, creams, gels, oils, ointments, 
  pastes, or powders. 
   
  The owner of the shop is Grady Gelstoner 
  Grimplelock, the sole worker here. Seeing the 
  PCs, he gleefully tries to sell them a variety of 
  alchemical supplies that might be of aid to them. 
  His available supplies include: 
  • 
  All Player’s Handbook alchemical supplies 
  • 
  Blend cream (CAd) 
  • 
  Clearwater tables (CS) 
  • 
  Daystrider Capsule (CS) 
  • 
  Endurance Elixir (CS) 
  • 
  Fareye Oil (CAd) 
  • 
  Freeglide (CAd) 
  • 
  Hawk’s Ointment (CAd) 
  • 
  Keenear Powder (CAd) 
  ULP8-03 The Mind of a Spyder 
   
  Page 7 
  
  • 
  Nerv (CS) 
  • 
  Softfoot (CAd) 
  • 
  Suregrip (CAd) 
   
  If asked about Spyder, Grady notes that 
  Spyder is a regular customer and he made some 
  purchases about three days ago, but nothing 
  since. 
  He 
  does 
  note 
  that 
  Spyder 
  was 
  accompanied by a veiled woman when he saw 
  him last, but knows nothing about her and has 
  never seen her before. If questioned on what was 
  purchased, he states a few doses of keenear 
  powder (which aids in listening). Grady does not 
  ask Spyder what he uses his purchases for, but 
  instead focuses on ensuring that he keeps his 
  stock full in case a large order arises. He has no 
  additional useful information. 
   
  Wild Things 
  On the outside the exotic pet shop known as 
  Wild Things has a gaudy jungle motif with fake 
  palm trees and paintings of large beasts, such 
  as enormous elephants and seemingly never 
  ending snakes. Entering the shop, a Suel man 
  in his twenties with loose light brown clothing 
  greets you with a flashy smile. 
   
  The owner, Piler Pickaboo, is a traveler of 
  many lands far and wide. He has various stories 
  that he loves to tell and embellish upon. While he 
  currently only has a number of small (diminutive 
  and tiny) creatures, such as spiders, scorpions, 
  and snakes, he is willing to agree to capture any 
  animal the PCs wish to take on as a pet. 
   
  If asked about information on Spyder’s 
  whereabouts, he states that Spyder came into his 
  shop three days ago with a companion (a veiled 
  woman) and purchased a couple of rare spiders 
  he had just acquired from the Amedio Jungle. He 
  notes that Spyder frequently purchases any new 
  species of spiders he is able to capture or acquire. 
  He knows nothing about the veiled woman or 
  anything of further of interest to the mission. 
   
  Reader’s Rapture 
  When the PCs head to the Reader’s Rapture, 
  continue with Encounter 3. Ensure that both 
  random encounters are run before the PCs arrive 
  at the Reader’s Rapture. 
   
  Gentle Garments & Garbs 
  Built out of wood, the Gentle Garments & 
  Garbs likes like a rather new shop. Inside, you 
  notice is a relatively clean shop with a wide 
  range of clothing for the poor up to the upper 
  middle class. A middle-aged human couple 
  tends to the shop. 
   
  The couple, Harry and Hannah, are the 
  owners of the shop. They built the store after the 
  destruction of the town a few years ago. Their 
  typical cliental includes all but the richest of 
  Greutam’s people. 
   
  When asked about Spyder, they note that 
  while they have heard many rumors about him, 
  they have not met him, but think such an 
  encounter could be interesting. If asked about why 
  Raven included their shop on her list of places to 
  investigate, they simply shrug not knowing the 
  answer. 
   
  Random Encounter - Orock 
  A tall, muscular male half-orc approaches you 
  in a wandering pattern. As he nears you, the 
  smell of alcohol heavily permeates the air. 
   
  Orock is a drunken dockworker. He merely 
  wishes consume more alcohol and spend his time 
  with someone, anyone that will listen to him. He 
  has already been kicked out of several taverns 
  today due to his excessive drunkenness. 
   
  If anyone gives him an alcoholic drink, he 
  treats them as his best friend. If asked about 
  Spyder, he notes that he doesn’t mind the little 
  critters as he has heard they eat the other nasty 
  bugs. If asked if he has seen anything else out of 
  the ordinary, he states that a few of the local folks 
  have been acting a little funny, but doesn’t think 
  anything of it. 
   
  Random Encounter - Timberkos 
  A thin man of Oeridian decent pushes a small 
  wooden cart towards you. 
   
  Timberkos, or so he insists folks call him, is a 
  former Ulekian adventurer turned merchant who 
  dislikes Keoland. He has a small wooden cart that 
  he pushes around selling his wares. 
   
  He is about five feet, six inches tall and a bit 
  on the thin side. He has brown hair and brown 
  eyes. He wears brightly colored robes. He is quite 
  silly and likely missing a few marbles. 
  ULP8-03 The Mind of a Spyder 
   
  Page 8 
  
   
  He gave up adventuring due to the grave 
  dangers he faced and fears of what might have 
  been next; too many undead abominations for him 
  especially with the business idea he came up with 
  five years ago: selling stuffed toys. 
   
  Originally, he used to sell stuffed Keoish 
  parrot toys, but after creating a magical stuffed 
  Keoish parrot toy that would cry out “Rejoin the 
  Empire, Rejoin the Empire” every time someone 
  said the word “Keoland”; until he was visited by 
  Keoish officials who “persuaded” him to venture 
  into the selling of other stuffed toys. 
   
  Recently, Timberkos has come up with 
  another idea: action figures. For a mere two gold 
  pieces, he agrees to sell the PCs either a stuffed 
  toy (dragons, peacocks, etc.) or an action figure of 
  various famous Ulekian (Prince Corond, Spyder, 
  etc.) 
   
  If asked about Spyder, he states he has never 
  met said individual but has gotten an accurate 
  description of him for his action figure. He knows 
  nothing of importance to the PCs’ mission. 
  ENCOUNTER 3: DISGUISED 
  Reader’s Rapture is a new two-story bookstore 
  within the rebuilding town of Greutam. Being 
  built out of stones and mortar, it has a dull 
  earthen outside appearance. 
   
  The inside of the shop contrasts quite 
  differently then the outside. Set in the middle 
  of the lower floor towards the front door is a 
  circular table behind which stands a human 
  man of average height and slightly chubby 
  build. He wears a simple brown robe. As you 
  enter, the man greets you warmly with a quirky 
  but pleasant smile. 
   
  Behind the circular table is a large bear 
  skin rug marking the lounging area of the 
  bookstore. Upon the rug is a large willowy oval 
  table around which rest two long couches and 
  four large chairs. Resting upon the back couch 
  is a short, tubby, middle-aged woman with 
  straw-like hair wearing a gaudy pink dress that 
  resembles a tent, in an odd sort of manner. 
  She is reading a large book with a white cover 
  and gold trim somewhat out loud, as if 
  someone were actually listening to her. 
   
  Various full sized bookshelves line the 
  walls, while several half height bookshelves 
  have been arranged about the shop running 
  parallel to the sidewalls. 
   
  Upon a door in the back of the shop, 
  somewhat on the left side is clearly marked in 
  common are the words, “Employees Only”. To 
  the left of the door is a metal spiral staircase 
  that leads to the second floor. 
   
  The second floor, fifteen feet above, is 
  open in the middle so that one can look over 
  its railings to the first floor. From the entrance, 
  one can see bookcases rest against the 
  second floor’s walls. A thin, nearly emaciated, 
  elven 
  figure 
  stands 
  before 
  one 
  of 
  the 
  bookcases mulling over something with his 
  back towards the center of the shop. While an 
  aging human, of above average height with a 
  slender build, appears to be moving about 
  returning books to various bookcases. 
   
  All four occupants of the shop are not as they 
  appear; they are all in fact doppelgangers, who 
  have taken this shop as the place for their 
  operation. The original persons having been 
  enslaved and taken, like Spyder, to the evil 
  denizen Malevolence for his need for nutrition 
  (brains). 
   
  Upon entering the shop, only the new owner, 
  Tipuk Miejdon, shows the PCs any attention. He 
  politely asks if they are seeking a book upon a 
  particular subject. Books are available about a 
  variety of mundane topics, especially those 
  dealing with the history, customs (and the like) 
  about the Principality of Ulek and the Keoish 
  Empire. 
   
  Subpi Iwivt (the aging human upstairs), 
  Mivtejdyf Assiv (the thin elven figure), and Puzpol 
  Avver (the tubby woman) continue onward as if 
  the PCs never entered the bookshop. 
   
  Once 
  the 
  whereabouts 
  of 
  Spyder 
  is 
  mentioned, Mivtejdyf Assiv suddenly and almost 
  violently slams shut the book he was reading. 
  Have the PCs make a Listen check (DC 0) to hear 
  this. Also, have the PCs make a Spot check (DC 
  10+APL) to notice that all four occupants of the 
  bookstore actively glancing about the store. A 
  successful Sense Motive check (DC 20) reveals 
  that they are specifically taking note of the PCs 
  and each other. If questioned about slamming the 
  book, Mivtejdyf Assiv states he was merely 
  frustrated by not finding the information he was 
  seeking, while the other three note they were 
  simply startled. 
   
  All the disguised doppelgangers state they 
  have neither met nor talked with Spyder before 
  and thus unfortunately don’t believe they can be of 
  ULP8-03 The Mind of a Spyder 
   
  Page 9 
  
  any assistance. If pressed, they reiterate their 
  position, but suggest that research can sometimes 
  lead to remarkable finds. (This is, of course, all 
  untrue, but the doppelgangers try to bluff their way 
  through their story.) 
   
  At this point, any PC who acts in a hostile 
  manner, casts a spell, uses a magic item, tries to 
  intimidate them for any information, or moves 
  toward the spiral staircase initiates combat with 
  the disguised doppelgangers.  
   
  Conditions: The bookstore is well light and 
  clean. 
   
  Tactics: APL 8: In the first round, Tipuk 
  Miejdon (dragon shaman) changes his draconic 
  aura from presence to energy shield, as a swift 
  action. He then grabs his great sword (hidden 
  underneath the circular table he stands in the 
  middle of), then moves into (or towards) melee 
  combat tending towards spellcasters. From the 
  second floor, Subpi Iwivt (wizard) moves towards 
  the edge of the opening/railing (for better visibility) 
  and then casts his most powerful enchantment 
  spell, focusing upon an obvious fighter or stealthy 
  PC. Mivtejdyf Assiv (swashbuckler) moves to the 
  edge of the second floor opening, and then 
  dramatically dives over the railing tumbling to the 
  first floor. If possible, he attacks a PC as he 
  tumbles downward, otherwise he moves into 
  melee combat, hoping to flank a PC with Tipuk 
  Miejdon. Combat starts with Puzpol Avver 
  (marshal) already having the minor aura motivate 
  charisma (bonus on Charisma checks and 
  Charisma-based skill check) in effect (the effect of 
  these bonuses have not been included within the 
  stat blocks). Puzpol Avver first rises from the 
  couch she was sitting upon (a move action), then 
  grabs a hidden longsword from underneath the 
  couch. 
   
  On the second and following rounds, Tipuk 
  Miejdon continues his melee attacks. Subpi Iwivt 
  focus his most powerful available enchantment 
  spell on the most disrupting PC. Mivtejdyf Assiv 
  continues his melee attacks, ensuring to tumble 
  into a flanking position, if possible, with Tipuk 
  Miejdon. Puzpol Avver moves towards melee 
  combat assisting to the most beneficial manner to 
  her team. Each fights until killed or subdued. 
   
  APL 10-14: In the first round, Tipuk Miejdon 
  (dragon shaman) changes his draconic aura from 
  presence to energy shield, as a swift action. He 
  then grabs his great sword (hidden underneath the 
  circular table he stands in the middle of), then 
  moves into a position to use his breath weapon 
  the following round. From the second floor, Subpi 
  Iwivt (wizard) moves towards the edge of the 
  opening/railing (for better visibility) and then casts 
  his most powerful enchantment spell, focusing 
  upon an obvious fighter or stealthy PC. Mivtejdyf 
  Assiv (swashbuckler) moves to the edge of the 
  second floor opening, and then dramatically dives 
  over the railing tumbling to the first floor. If 
  possible, he attacks a PC as he tumbles 
  downward, otherwise he moves into melee 
  combat, hoping to flank a PC with Tipuk Miejdon. 
  Combat starts with Puzpol Avver (marshal) 
  already having the minor aura motivate charisma 
  (bonus on Charisma checks and Charisma-based 
  skill check) and major aura resilient troops (bonus 
  on all saves) in effect (the effect of these bonuses 
  have not been included within the stat blocks). 
  Puzpol Avver first rises from the couch she was 
  sitting upon (a move action), grants a motive 
  action to all her allies within 30 feet), as a standard 
  action, and then changes her minor aura, as a 
  swift action, to master of tactics (bonus on 
  damage rolls when flanking). 
   
  On the second round, Tipuk Miejdon uses his 
  breath weapon and then moves into melee combat 
  (at which point he attacks in melee except for 
  rounds when his breath weapon becomes 
  available to him again). Subpi Iwivt focus his most 
  powerful available enchantment spell on the most 
  disrupting PC. Mivtejdyf Assiv continues his melee 
  attacks, ensuring to tumble into a flanking position, 
  if possible, with Tipuk Miejdon. Puzpol Avver 
  grabs a hidden longsword from underneath the 
  couch and then moves towards melee combat 
  assisting in following rounds to the most beneficial 
  manner to her team. Each fights until killed or 
  subdued. 
   
  Treasure: Treasure is as noted below for 
  each APL. 
  APL 8: L: 26 gp, C: 0 gp, M: +1 glamoured 
  mithral full plate armor (1221 gp), +1 great 
  sword (196 gp), +1 glamoured leather armor 
  (347 gp), +1 spell storing rapier (693 gp), +1 
  glamoured breastplate armor (363 gp). 
  APL 10: L: 26 gp, C: 0 gp, M: +1 glamoured 
  mithral full plate armor (1221 gp), +1 great 
  sword (196 gp), least crystal of energy assault 
  (acid) (50 gp), +1 glamoured leather armor 
  (347 gp), +1 spell storing rapier (693 gp), +1 
  glamoured breastplate armor (363 gp). 
  APL 12: L: 26 gp, C: 0 gp, M: +1 glamoured 
  mithral full plate armor (1221 gp), +1 great 
  sword (196 gp), lesser crystal of energy 
  ULP8-03 The Mind of a Spyder 
   
  Page 10 
  
  assault (acid) (250 gp), +1 glamoured leather 
  armor (347 gp), +1 keen spell storing rapier 
  (1527 gp), +1 glamoured breastplate armor 
  (363 gp). 
  APL 14: L: 0 gp, C: 0 gp, M: +1 glamoured 
  mithral full plate armor (1221 gp), +1 great 
  sword (196 gp), greater crystal of energy 
  assault (acid) (500 gp), +1 glamoured leather 
  armor (347 gp), +1 keen spell storing rapier 
  (1527 gp), +1 glamoured breastplate armor 
  (363 gp), +1 longsword (193 gp). 
   
  Development: If any of the doppelgangers are 
  captured, they talk to the PCs, provided that the 
  PCs all agree to spare their lives and allow them 
  to leave freely within the hour. If the PCs do not 
  agree to their terms, it requires a Diplomacy (DC 
  35) or an Intimidate check (DC 15+APL) for them 
  to “spill the beans”. Torturing a captive person, 
  even a doppelganger, is an evil act and such 
  occurrences should be noted on the PC’s AR for 
  this event. 
   
  If the PCs get the doppelgangers to talk, they 
  inform the PCs that they are working with a 
  creature from the depths of the Principality of Ulek. 
  They supply slaves and information they have 
  learned in exchange for information the creature 
  has learned and monetary gains (magic, gold, 
  etc.). If asked about who or what the creature is, 
  they don’t say until the PCs specifically mention 
  Malevolence’s name. If asked how to find them, 
  they supply the PCs with a number of one-time 
  use magical transporters that will lead the PCs to 
  the entrance of Malevolence’s new lair. 
   
  Spyder was in fact one of those individuals 
  captured and taken to Malevolence. This occurred 
  three days ago, when he came to the bookstore 
  with a veiled woman to conduct some research. 
  Not knowing they were doppelgangers, they were 
  easily able to overpower Spyder. 
   
  None of the doppelgangers have been to 
  Malevolence’s lair, so they cannot provide any 
  details on what the PCs might see or encounter 
  there. But they do note they he seems to want to 
  move along with much haste. (A hint to the PCs 
  that they should move along without delay.) 
   
  If all the doppelgangers were killed or cannot 
  be persuaded to assist the PCs, a Search (DC 25) 
  of the bookstore, which takes about 2 hours, 
  reveals a hollow book, entitled Brains, contains a 
  number of small magical buttons (one-time use 
  magical transporters). If a PC presses one of the 
  buttons and speaks the word “Brains”, they 
  instantly teleport to the entrance of Malevolence’s 
  lair. At this point, continue with the next encounter. 
  APL 8 (EL 9) 
  Tipuk 
  Miejdon, 
  Doppelganger 
  Male 
  Ftr1/Dragon Shaman2 (1): hp 68; see 
  Appendix 1. 
  Subpi Iwivt, Doppelganger Male Wiz2 (1): 
  hp 44; see Appendix 1. 
  Mivtejdyf 
  Assiv, 
  Doppelganger 
  Male 
  Swashbuckler2 (1): hp 53; see Appendix 1. 
  Puzpol 
  Avver, 
  Doppelganger 
  Female 
  Marshall2 (1): hp 50; see Appendix 1. 
  APL 10 (EL 11) 
  Tipuk 
  Miejdon, 
  Doppelganger 
  Male 
  Ftr1/Dragon Shaman4 (1): hp 89; see 
  Appendix 2. 
  Subpi Iwivt, Doppelganger Male Wiz4 (1): 
  hp 54; see Appendix 2. 
  Mivtejdyf 
  Assiv, 
  Doppelganger 
  Male 
  Swashbuckler4 (1): hp 72; see Appendix 2. 
  Puzpol 
  Avver, 
  Doppelganger 
  Female 
  Marshall4 (1): hp 66; see Appendix 2. 
  APL 12 (EL 13) 
  Tipuk 
  Miejdon, 
  Doppelganger 
  Male 
  Ftr1/Dragon Shaman6 (1): hp 110; see 
  Appendix 3. 
  Subpi Iwivt, Doppelganger Male Wiz6 (1): 
  hp 65; see Appendix 3. 
  Mivtejdyf 
  Assiv, 
  Doppelganger 
  Male 
  Swashbuckler6 (1): hp 92; see Appendix 3. 
  Puzpol 
  Avver, 
  Doppelganger 
  Female 
  Marshall6 (1): hp 83; see Appendix 3. 
  APL 14 (EL 15) 
  Tipuk 
  Miejdon, 
  Doppelganger 
  Male 
  Ftr1/Dragon Shaman8 (1): hp 143; see 
  Appendix 4. 
  Subpi Iwivt, Doppelganger Male Wiz8 (1): 
  hp 75; see Appendix 4. 
  Mivtejdyf 
  Assiv, 
  Doppelganger 
  Male 
  Swashbuckler8 (1): hp 111; see Appendix 4. 
  Puzpol 
  Avver, 
  Doppelganger 
  Female 
  Marshall8 (1): hp 99; see Appendix 4. 
  ULP8-03 The Mind of a Spyder 
   
  Page 11 
  
  ENCOUNTER 4: TO THE 
  MIND FLAYER’S LAIR 
  Having pressed the magical button and spoken 
  the 
  solitary 
  word 
  “Brains”, 
  a 
  whirling 
  sensation fills the pit of your stomach and a 
  rush of movement streaks past your eyes. In a 
  mere moment your surroundings are no longer 
  anything with the town of Greutam, but rather 
  of a place of earthen rock. 
   
  It is easy enough to determine that you are 
  underground within a cave system somewhere 
  deep below the surface. One side of the cave 
  ten-foot wide tunnel has been collapsed, and 
  thus only one path exists before you. Light 
  magically emanates from the cave walls. 
   
  Upon finding this locale, Malevolence had his 
  minions collapsed the tunnel. With the mind 
  flayer’s ability to teleport, they are able to leave 
  this area, if the need arises. (Also, at higher APLs, 
  the tunnel could easily be cleared by the use of 
  disintegrate via the beholders.) 
   
  Clearing a five-foot path through the collapsed 
  stone takes approximately fifteen minutes. PCs 
  traversing this way find it leads to an assortment of 
  seemingly never ending tunnels. At some point, 
  these wandering PCs should realize that their goal 
  does not lie in this direction. 
   
  PCs with the stonecunning ability know they 
  are approximately one mile beneath the surface. 
   
  The cave system beyond this point exists 
  within a vein of silver, except for Malevolence’s 
  lair. Thus teleportation from the surface (or visa 
  versa) is only successfully done to this location 
  and the mind flayer’s lair. The silver vein also 
  blocks travel through the stone tunnels to any 
  creature that cannot also travel through metal. 
   
  Also remember if any PC within the party 
  possesses the Ring of Malevolence (from ULP7-
  08 Downward: Rock Bottom), all combatants 
  within Encounter Five and Six are able to take all 
  necessary preparations (pre-casting spells, using 
  magical consumables, etc.) before the PCs 
  encounter them. 
   
  PCs with an Enmity of Malevolence (from 
  ULP3-03 Even Further Downward, ULP4-01 Even 
  Further Downward Still or ULP5-03 Mind Games) 
  gain the focus of Malevolence’s allies and minions 
  attacks over those without it. Opponents gain a +1 
  circumstance bonus to all attack rolls for each 
  enmity a PC possesses, which stacks with the 
  bonus gained from the Wrath of the Sheldomar 
  Valley Mind Flayers. 
   
  PCs possessing the Wrath of the Sheldomar 
  Valley Mind Flayers (from ULP5-03 Mind Games) 
  gain the focus of Malevolence’s allies and minions 
  attacks over those without it. The Enmity of 
  Malevolence, however, takes precedence in this 
  event. Opponents gain a +1 circumstance bonus 
  to all attack rolls for each death chest the PC 
  currently possesses, which stacks with the bonus 
  gained from the Enmity of Malevolence. 
   
  When the PCs continue down the open tunnel, 
  continue with Encounter 5. 
  ENCOUNTER 5: LAIR OF 
  THE BRAIN EATER’S EYES 
  The tunnel walls, of which you traverse, are 
  slick with mineral enriched water. Thus a 
  number of stalactites and stalagmites have 
  formed. The ground is rough, rocky, and 
  uneven slowing the travel over those who 
  move upon it. 
   
  PCs, with the Track feat, who search for any 
  tracks may make a Survival check (DC 20+APL) 
  to notice several small and medium sized 
  humanoid footsteps heading away from the cave-
  in. No other clues of inhabitants lie within the 
  tunnel entrance. 
   
  The tunnel before you twists and turns 
  randomly with a number of small side 
  passages that contain nothing but dirt and 
  rock. After a few thousand feet of travel down 
  the tunnel, you see that just over one hundred 
  feet ahead, the tunnel turns sharply to the right 
  and seems to expand into an underground 
  cavern. However, from your current vantage 
  point, it is difficult to tell. 
   
  Allow the PCs to take any precautions they 
  wish before moving onward. At the one hundred 
  foot mark before the entrance to the cavern ahead 
  is a solitary (greater) dispel magic trap. Anyone 
  moving into this area without stating the password 
  is targeted with a (greater) dispel magic courtesy 
  of Malevolence. 
  APL 8-10 
  Dispel Magic Trap: magical; proximity trigger; 
  automatic reset; password bypass (“brains” in 
  Undercommon); spell effect (targeted greater 
  dispel magic, 12th-level wizard); Search DC 28; 
  Disable Device DC 28. 
  ULP8-03 The Mind of a Spyder 
   
  Page 12 
  
  APL 12-14 
  Greater 
  Dispel 
  Magic 
  Trap: 
  magical; 
  proximity trigger; automatic reset; password 
  bypass (“brains” in Undercommon); spell effect 
  (targeted greater dispel magic, 12th-level wizard); 
  Search DC 31; Disable Device DC 31. 
   
   
  Once the PCs reach the entrance to the 
  underground cavern, continue with the following: 
   
  Reaching the opening, you see solitary 
  spherical creature of about three feet in 
  diameter. It has a leathery body with four 
  slender eyestalks, each terminating in a small 
  lidless eye, floating about the middle of the 
  underground cavern. A fifth eye, much larger 
  than these, is located on the front of the 
  sphere, above a toothy maw. 
   
  Behind the creature, towards the back of 
  the underground cavern, is a large cooper 
  gong, about ten feet in diameter, with a large 
  metal mallet resting upon the ground. 
   
  The underground cavern is circular in 
  nature and about 120 feet in diameter and has 
  nine other entrances into it: two on the left and 
  right sides each about twenty feet up, four 
  overhead, and one on the opposite side from 
  which you entered on ground level. 
   
  Unless the PCs are approaching in stealth 
  mode (invisible, hiding and moving silently, etc.), 
  continue with the following: 
   
  Upon noticing you, the creature blinks its 
  large eye a couple of times before opening its 
  toothy maw to speak in Common. As it does so 
  a string of syrupy salvia drops from its mouth 
  to the floor below it. “I see we have visitors. I 
  must warn you before entering that my master 
  might not be so welcome to your presence 
  here. Thus, for your own well being, may I 
  suggest that you go back from which you 
  came?” Its words seem to rebound and echo 
  off the walls, as the creature politely smiles at 
  you waiting for your response. 
   
  The creature is a lawful neutral spectator 
  (from the Lords of Madness), who has been given 
  the name “Watcher”. It does not wish to harm the 
  PCs (unless of course they ignore or attack it). It 
  truly believes that the best course for the PCs is to 
  leave 
  this 
  area 
  and 
  leave 
  his 
  master 
  (Malevolence) in peace. If asked who his master 
  is, the spectator states that he cannot say his 
  name per his master’s instruction. If asked if his 
  master is Malevolence, he rotates slightly forward, 
  as if nodding, and simply states yes. 
   
  If the PCs agree to leave, the spectator 
  follows them until it is satisfied that they will not 
  return. 
   
  If the PCs enter the underground cavern or 
  attack the creature, it bellows out, “Attack, attack”. 
  At this point, a variety of other beholderkin 
  (number and types dependent on APL) fly into the 
  cavern from the left, right, and overhead tunnels. 
   
  All the beholderkin have been charmed and 
  dominated by Malevolence (which they willingly 
  accepted) and fight to the death. The spells were 
  cast at 12th level. If captured, they say nothing. 
  Even if the charm or domination are dispelled, 
  they are still totally loyal to Malevolence. These 
  are merely protections setup for Malevolence’s 
  (mainly) and their protection. 
   
  Several of the beholderkin wear various 
  magical items on their eyestalks with limits 
  presented in the Lords of Madness (page 45). 
  These include: 
  • 
  One headband, hat, or phylactery on the 
  body. A beholder can only wear a helmet 
  specially 
  designed 
  to 
  fit 
  over 
  the 
  creature’s entire body. 
  • 
  Three pairs of eye lenses or goggles over 
  the central eye and up to two eyestalks 
  (one pair per eye or eyestalk). 
  • 
  Three amulets, brooches, medallions, 
  necklaces, periapts, or scarabs on up to 
  three eyestalks (one item per eyestalk). 
  • 
  One belt worn about an eyestalk. 
  • 
  One pair of bracers or bracelets on a pair 
  of eyestalks. 
  • 
  Up to three rings on up to three eyestalks 
  (one ring per eyestalk). 
   
   
  Conditions: The cavern is circular in nature 
  and about 120 feet in diameter. The distance 
  between the floor and the ceiling is 60 feet. The 
  cavern has numerous magical light sources 
  throughout it. The ground is rough, rocky and 
  uneven, thus it is concerned difficult terrain (which 
  has no effect on the flying beholderkin). 
   
  Tactics: APL 8: The spectator continues to 
  alert 
  the 
  other 
  beholderkin 
  (until 
  all 
  his 
  companions have arrived in the cavern), while it 
  moves out of melee range (likely by ascending 
  ULP8-03 The Mind of a Spyder 
   
  Page 13 
  
  upward to the ceiling) and directs its central eye 
  towards spell casters and communicates with a 
  fighter-type via his telepathy eye ray attempting to 
  suggest them. If any PCs are spread out, it prefers 
  to use its inflict moderate wounds eye ray upon 
  them, followed by its hold monster and fatigue eye 
  rays. 
   
  Entering the cavern from the side passages, 
  after their attention has been drawn by all yelling 
  of the spectator, the gas spores move into melee 
  combat from above (granting a +1 bonus from 
  higher ground) with the nearest non-beholderkin 
  combatant and attempt to slam them until 
  destroyed. 
   
  The gauths enter the cavern from the side 
  passages (twenty feet up). As a swift action, they 
  use 3 charges on their amulet of tears granting 
  them 24 temporary hit points. Then they use their 
  dispel magic and paralysis (on which it wears a 
  lens of ray extending) eye rays, followed the 
  preference order of scorching ray, inflict moderate 
  wounds, exhaustion, and sleep. In following 
  rounds, they ascend towards the ceiling to avoid 
  melee combat. 
   
  APL 10: Same as APL 10, but directors 
  descend from two tunnels above, staying near the 
  ceiling (to avoid melee combat). They initially use 
  their enervation (on which it wears a lens of ray 
  chaining), on spellcasters, and slow, on fighter-
  types, eye rays, but after taking 20 points of 
  damage (or when the opportunity to use multiple 
  sets of eye rays) switch to eye rays that do 
  damage, such as burning ray, force missile, and 
  freezing ray. 
   
  APL 10 & 12: Same as APL 10, but 
  beholder(s) descends from another (the other two) 
  tunnels above, staying near the ceiling (to avoid 
  melee combat). After entering the cavern, it initially 
  uses its disintegrate eye ray (on which it wears a 
  lens of ray doubling) and finger of death on spell 
  casters, while focusing its slow eye ray on fighter-
  types, all as free actions. It also directs its central 
  eye straight down, but will fly about the room and 
  direct it at any PC that appears to be flying without 
  the use of wings. Additionally, it uses its 
  telekinesis eye ray to pickup the metal mallet and 
  strike the gong alerting all within the complex to an 
  invasion by intruders. If the opportunity presents 
  itself to use other eye rays, it prefers to use its 
  sleep, flesh to stone, and inflict moderate wounds 
  eye rays. For the first three rounds of command, it 
  uses its standard action to activate its ring of 
  avoidance (granting it a +20 deflection bonus). 
  After that point, it attempts to use its flyby attack 
  ability. 
   
  Treasure: Treasure is as noted below for 
  each APL. 
  APL 8: L: 0 gp, C: 0 gp, M: 3 amulet of tears 
  (192 gp each), 3 lens of ray of extending (208 
  gp each). 
  APL 10: L: 0 gp, C: 0 gp, M: 3 ring of 
  divergence [acid] (1500 gp each), 3 lens of ray 
  chaining (917 gp each), amulet of tears (192 
  gp), lens of ray of extending (208 gp). 
  APL 12: L: 0 gp, C: 0 gp, M: ring of avoidance 
  (833 gp), lens of ray doubling (1333 gp), 2 ring 
  of divergence [acid] (1500 gp each), 2 lens of 
  ray chaining (917 gp each), amulet of tears 
  (192 gp), lens of ray of extending (208 gp). 
  APL 14: L: 0 gp, C: 0 gp, M: 2 ring of 
  avoidance (833 gp each), 2 rings of force 
  armor (2500 gp each), 2 lens of ray doubling 
  (1333 gp), 4 ring of divergence [acid] (1500 gp 
  each), 4 lens of ray chaining (917 gp each), 4 
  amulet of tears (192 gp each), 4 lens of ray of 
  extending (208 gp each). 
  APL 8 (EL 10) 
  Gauth (3): hp 50 each; amulet of tears, lens of 
  ray extending; see Monster Manual, pages 25-
  26. 
  Spectator (1): hp 30; see Appendix 1. 
  Gas Spore (2): hp 38 each; see Appendix 1. 
  APL 10 (EL 12) 
  Director (3): hp 66 each; ring of divergence 
  (acid), lens of ray chaining; see Appendix 2. 
  Gauth (1): hp 50; amulet of tears, lens of ray 
  extending; see Monster Manual, pages 25-26. 
  Spectator (1): hp 30; see Appendix 2. 
  Gas Spore (3): hp 38 each; see Appendix 2. 
  APL 12 (EL 14) 
  Beholder (1): hp 99; ring of avoidance, lens of 
  ray doubling; see Monster Manual, pages 25-
  27. 
  Director (2): hp 66 each; ring of divergence 
  (acid), lens of ray chaining; see Appendix 3. 
  Gauth (1): hp 50; amulet of tears, lens of ray 
  extending; see Monster Manual, pages 25-26. 
  Spectator (1): hp 30; see Appendix 3. 
  ULP8-03 The Mind of a Spyder 
   
  Page 14 
  
  Gas Spore (3): hp 38 each; see Appendix 3. 
  APL 14 (EL 16) 
  Beholder (2): hp 99 each; ring of avoidance, 
  rings of force armor (+5 armor bonus), lens of 
  ray doubling; see Monster Manual, pages 25-
  27. 
  Director (4): hp 66 each; ring of divergence 
  (acid), lens of ray chaining; see Appendix 4. 
  Gauth (4): hp 50 each; amulet of tears, lens of 
  ray extending; see Monster Manual, pages 25-
  26. 
  Spectator (1): hp 30; see Appendix 4. 
  Gas Spore (3): hp 38 each; see Appendix 4. 
  ENCOUNTER 6: THE BLIND 
  AND THE MAD 
  Having dealt with the various beholderkin, you 
  press on through the zigzagging tunnel. After 
  about fifteen minutes of travel, you see ahead 
  about one hundred feet that the tunnel turns 
  sharply to the right. 
   
  After the sharp turn, the tunnel expands into a 
  30-foot wide and 150-foot long area that is lined 
  with stalactites and stalagmites that are slick with 
  mineral enriched water. These stalactites and 
  stalagmites do not inhibit movement nor do they 
  provide cover, but they do allow the inhabitants 
  here something to hide behind. 
   
  Allow the PCs to make a Listen check (DC 16) 
  to hear a solitary speaking in Undercommon. Due 
  to the nature of this area, it is difficult to pinpoint 
  the location of the voice, but anyone who speaks 
  Undercommon is able to determine that the voice 
  seems to be directing others in some fashion. 
   
  If the grimlocks and derro hear the PCs 
  approach (have them make Listen checks), the 
  gong was rung from the previous encounter, or 
  any PC has the Ring of Malevolence, the 
  grimlocks and derro are prepared for the PCs. 
  Thus, the grimlocks are thirty feet from the tunnel’s 
  entrance hiding in anticipation of an attack. The 
  derro “barshall” is hidden sixty feet behind the 
  grimlocks and the derro sorcerer sixty feet behind 
  the derro “barshall”. 
   
  If the grimlocks and derro are not aware of the 
  PC’s approach, they are in the same possession 
  as noted above, but not hidden. 
   
  Once the PCs enter the area, the grimlocks 
  (who posses the blindsight ability out to 40 feet) 
  raise the alarm of intruders. The combatants here 
  fight to the death, due to their utmost loyalty (and 
  fear) of Malevolence. 
   
  Conditions: 
  The 
  cavern 
  has 
  numerous 
  magical light sources throughout it. The ground 
  has been smoothed over and thus does not inhibit 
  movement, 
  like 
  the 
  other 
  sections 
  of 
  Malevolence’s lair. 
   
  Tactics: Once setting off the alarm, the 
  grimlocks move into melee combat, flanking if 
  possible, taking an attack if possible. On the 
  following round, they enter their dervish dance, 
  moving ten feet before their first attack, thus 
  granting them their skirmish ability (+2d6 points of 
  damage) on all attacks. They continue dancing for 
  three rounds at which point they are fatigued (can 
  neither run nor charge and takes a -2 penalty to 
  Strength and Dexterity), but they immediately 
  rage. Once the rage ends, the grimlocks are 
  exhausted (moves at half speed and takes a -6 
  penalty to Strength and Dexterity). 
   
  The 
  derro 
  “barshall” 
  (the 
  voice 
  in 
  Undercommon) is already directing his allies with 
  his active auras (motivate dexterity and motivate 
  attack), which are not calculated into the stat 
  blocks. He begins the first round of combat by 
  casting inspirational boost (as a swift action) then 
  inspire courage via bardic music. In subsequent 
  rounds, he switches his auras and either casts 
  spells or grants a move action to best aid his 
  allies. 
   
  The derro savant (sorcerer) casts shock and 
  awe, if there is a surprise round and then moves 
  forward. Otherwise, he drinks a potion of eagle’s 
  splendor (already in hand) and moves forward. In 
  subsequent rounds, he moves to stay out of melee 
  combat and casts spells as appropriate. 
   
  Treasure: Treasure is as noted below for 
  each APL. 
  APL 8: L: 56 gp, C: 0 gp, M: +1 eager 
  battleaxe (693 gp), least crystal of energy 
  assault (electricity) (50 gp), +1 handaxe (192 
  gp), arcanist’s gloves (42 gp), 2 potion of 
  eagle’s splendor (25 gp each), rearguard’s 
  cape (167 gp). 
  APL 10: L: 70 gp, C: 0 gp, M: 2 +1 eager 
  battleaxe (693 gp each), 2 lesser crystal of 
  energy assault (electricity) (250 gp each), 2 +1 
  handaxe (192 gp each), 2 torc of the titans 
  (275 gp each), arcanist’s gloves (42 gp), 
  ULP8-03 The Mind of a Spyder 
   
  Page 15 
  
  lesser rod of silence (250 gp), 2 potion of 
  eagle’s splendor (25 gp each), rearguard’s 
  cape (167 gp). 
  APL 12: L: 70 gp, C: 0 gp, M: 2 +1 eager 
  battleaxe (693 gp each), 2 lesser crystal of 
  energy assault (electricity) (250 gp each), 2 +1 
  warning handaxe (692 gp each), 2 torc of the 
  titans (275 gp each), arcanist’s gloves (42 gp), 
  rod of silence (917 gp), 2 potion of eagle’s 
  splendor (25 gp each), rearguard’s cape (167 
  gp). 
  APL 12: L: 70 gp, C: 0 gp, M: 4 +1 eager 
  battleaxe (693 gp each), 4 lesser crystal of 
  energy assault (electricity) (250 gp each), 4 +1 
  warning handaxe (692 gp each), 4 torc of the 
  titans (275 gp each), 4 gloves of fortunate 
  striking (167 gp each), arcanist’s gloves (42 
  gp), rod of silence (917 gp), 2 potion of eagle’s 
  splendor (25 gp each), rearguard’s cape (167 
  gp). 
   
  APL 8 (EL 11) 
  Grimlock Brb1/Rng2/Scout5/Dervish1 (1): 
  hp 96; see Appendix 1. 
  Derro Sor4 (1): hp 41; see Appendix 1. 
  Derro Brd2/Mar2 (1): hp 50; see Appendix 1. 
  APL 10 (EL 13) 
  Grimlock Brb1/Rng2/Scout5/Dervish1 (2): 
  hp 96; see Appendix 2. 
  Derro Sor6 (1): hp 50; see Appendix 2. 
  Derro Brd2/Mar4 (1): hp 65; see Appendix 2. 
  APL 12 (EL 15) 
  Grimlock Brb1/Ftr2/Rng2/Scout5/Dervish1 
  (2): hp 115; see Appendix 3. 
  Derro Sor8 (1): hp 59; see Appendix 3. 
  Derro Brd3/Mar5 (1): hp 78; see Appendix 3. 
  APL 14 (EL 17) 
  Grimlock Brb1/Ftr2/Rng2/Scout5/Dervish1 
  (4): hp 115; see Appendix 4. 
  Derro Sor10 (1): hp 68; see Appendix 4. 
  Derro Brd3/Mar7 (1): hp 93; see Appendix 4. 
  ENCOUNTER 7: DEATH OF 
  AN ICON 
  If the PCs have not rested since the start of the 
  event, continue with the following, otherwise go to 
  Conclusion: Failure. 
   
  As you start to head through the secret 
  door, and down the smooth rounding hallway, 
  you hear a single raised malicious voice, “Tell 
  me the secret that I need to know you 
  insignificant bug. I have gained all other 
  knowledge and I’m but a step away from 
  immortality. Tell me now and your death shall 
  be quick. Otherwise I’ll consume your brains in 
  tiny bites ensuring to relish every ounce of 
  pain you feel until you have been crushed into 
  the hard rocky ground.” 
   
  The voice is that of the mind flayer 
  Malevolence, who has Spyder grabbled with all 
  four of his tentacles and is but a moment away 
  from 
  extracting 
  and 
  consuming 
  Spyder’s 
  information rich brain. Malevolence’s anger at 
  Spyder for attempting to withhold the last piece of 
  information the mind flayer needs to start the 
  process to become an alhoon (mind flayer lich) 
  has led him to speak out instead of using his 
  telepathy ability. (It is quite rare that a mind flayer 
  speak out loud.) 
   
  Have the PCs make a Listen check (DC 
  15+distance modifier from the lead PC). Those 
  that succeed and understand Undercommon hear 
  Spyder quietly reply to Malevolence with the 
  following: 
   
  “Funny that a creature as powerful as you 
  must seek such precious information from an 
  insignificant bug like myself, but to keep this 
  play moving along, the answer you seek is that 
  you must consume a portion of your creator’s 
  soul.” 
   
  At this point, allow the PCs to take a single 
  round of actions, such as moving forward to see 
  what lies ahead or casting a spell in anticipation of 
  combat. If any PC attempts to disrupt the next 
  scene, cut them off and proceed onward with the 
  event. Once the PCs are done, continue with the 
  following: 
   
  The malicious voice returns, but much 
  calmer now, “Thank you, I knew you’d see it 
  my way. Farewell Spyder.” And as those words 
  start to penetrate your minds, you hear a loud 
  clear crack and then a sucking sound of the 
  consumption of a delicious meal.” 
  ULP8-03 The Mind of a Spyder 
   
  Page 16 
  
   
  The next few moments pass by, like 
  waiting to hear the next drop of water fall from 
  a leaking facet. Then suddenly, the eerie 
  silence is broken by a wretched, painful 
  scream. “What have you done to me you? The 
  pain is . . .” Then a loud thud rings in your 
  ears, followed by low mumbling of pain. 
   
  Read the following to those PCs who entered 
  the room during their single round of actions or 
  when they do enter the room. 
   
  What you see before your eyes finally 
  catches up with that which you have just 
  heard, a strange regal humanoid-shaped being 
  about as tall as a human with rubbery, 
  greenish-mauve flesh that glistens with slime 
  and a four-tentacled octopus-like head. The 
  creature’s bloated white eyes are fixated upon 
  a male human held tightly within the creature’s 
  four tentacles. The man, who has a tattoo of a 
  spider’s web around one of his eyes, is 
  dressed in black silks with a cloak that 
  resembles a large spider’s web. On his left 
  hand is a black ring that has been crafted to 
  look like a spider with two dark red ruby eyes. 
  Around his neck is an amulet that looks like a 
  spider in its web. 
   
  A thin human woman in black lies upon the 
  ground before them, her face is covered by a 
  veil and a small pool of blood has formed 
  around her head. 
   
  Suddenly, the creature’s four tentacles tear 
  open the male human’s skull and then is 
  quickly followed up a long tongue that sucks 
  up the exposed brain. 
   
  You strangely notice a slight smile upon 
  the man’s face, as his body falls to the ground 
  next to the dead veiled woman with his hand 
  touching hers. This is followed by the creature 
  screaming out and then falling to its knees as 
  it writhes in pain behind the now two peaceful 
  humans. 
   
  Realizing that he was being hunted down by 
  the mind flayer for rare knowledge he possessed, 
  three days ago Spyder went about the town of 
  Greutam searching for information on the creation 
  of a rare cursing poison that can only be removed 
  by a wish spell. Spyder consumed the poison, 
  unbeknownst to Malevolence, when the mind 
  flayer was devouring the brains of Spyder’s veiled 
  companion, just mere moments before his own 
  brain was consumed. Spyder having built up a 
  tolerance for various poisons over the past few 
  years was able to shunt his cursing poison for a 
  short period of time; a period long enough for him 
  to trick Malevolence. The consumption of Spyder’s 
  brain has lead Malevolence to also be effected by 
  the cursing poison, a fact that Spyder knew upon 
  sacrificing himself to destroy the abomination 
  known as Malevolence. 
   
  Any PC with the Debt of Malevolence (from 
  ULP3-03 Even Further Downward and ULP4-01 
  Even Further Downward Still) is requested to 
  remove the poison from his soon-to-be-dead body 
  (in Encounter Seven) and take his brain to the 
  mind flayer’s society deep underneath the 
  Principality of Ulek so it can join the Elder Brain. 
  This costs said PCs 8 TUs in their travels. If any 
  PC 
  happens 
  to 
  have 
  two 
  unpaid 
  debts, 
  Malevolence requests that one of these PCs 
  willingly accept his next spell, thus choosing to fail 
  the saving throw and lowering any SR. He then 
  magic jars into their body. All other PCs with two 
  unpaid debts are requested to guard the 
  (unknowingly) magic jarred PC and the magic jar 
  itself without question. The magic jarred PC is 
  removed from play unless the situation can be 
  rectified by the end of the event. If attacked, 
  Malevolence teleports away in his new body. 
   
  PCs that are able to search Malevolence’s 
  body 
  find 
  three 
  spellbooks 
  (Malevolence’s 
  Spellbook I, II, & III). Nothing else of value can be 
  found here. 
   
  At this point, see how the PCs handle 
  returning to the surface world and what they do 
  with Spyder and his companion’s body and 
  possessions. 
   
  Once everything within this encounter has 
  been resolved, continue with the Conclusion.  
  CONCLUSION 
  CONCLUSION: SUCCESS 
  You found Spyder, but not before he was killed 
  in dramatic fashion by the mind flayer 
  Malevolence, who unknowingly brought about 
  his own death from the consumption of 
  Spyder’s 
  brain. 
  Such 
  a 
  noble, 
  self-less 
  sacrifice to ensure the protection of his 
  beloved country. 
   
  If the PCs bring Spyder’s body and all his 
  possessions back to Raven (Latrodectus Mactans) 
  and/or the Web, they gain the Thanks of the Web. 
  ULP8-03 The Mind of a Spyder 
   
  Page 17 
  
   
  If all the evil denizens within Malevolence’s lair 
  were killed or captured and the slaves freed, the 
  PCs gain the Thanks of the Mine Rangers. 
   
  By freeing the slaves within Malevolence’s lair, 
  one of them is able to arrange for the illithid rune 
  to be permanently removed negating all results of 
  the Illithid Experimentation (from ULP6-06 Mind 
  Your Elders) save for access to the Badge of 
  Bondage feat (Dragon #315). 
  CONCLUSION: FAILURE 
  You were unable to locate Spyder and bring 
  him back safely. What his fate is will forever be 
  a mystery. 
  EPILOGUE 
  “Emerald, my long time assistant, the webs of 
  deceit and deception are sometimes woven 
  thicker then the best of good folks. It is quite 
  unfortunate that we have lost such valuable 
  friends and supporters of the Principality of 
  Ulek due to the evils that plague these lands. 
  All of Ulek should weep this day.” And with 
  this, a single tear was shed from Oldid 
  Silverbeard’s right eye and slowly dripped 
  down his check to his thick dwarven beard 
  before dropping to the good land of the 
  Principality of Ulek. 
   
  The End 
   
  EXPERIENCE POINT 
  SUMMARY 
  To award experience for this adventure, add up 
  the values for the objectives accomplished. Then 
  assign the experience award. Award the total 
  value (objectives plus roleplaying) to each 
  character. 
  Encounter 3 
  Defeat doppelgangers. 
   
  APL 8: 270 xp. 
   
  APL 10: 330 xp. 
   
  APL 12: 390 xp. 
   
  APL 14: 450 xp. 
  Encounter 5 
  Defeat beholderkin. 
   
  APL 8: 300 xp. 
   
  APL 10: 360 xp. 
   
  APL 12: 420 xp. 
   
  APL 14: 480 xp. 
  Encounter 6 
  Defeat grimlocks. 
   
  APL 8: 330 xp. 
   
  APL 10: 390 xp. 
   
  APL 12: 450 xp. 
   
  APL 14: 510 xp. 
  Story Award 
  Witness death of Spyder and Malevolence. 
   
  APL 8: 135 xp. 
   
  APL 10: 180 xp. 
   
  APL 12: 225 xp. 
   
  APL 14: 270 xp. 
  Discretionary Roleplaying Award 
   
  APL 8: 90 xp. 
   
  APL 10: 90 xp. 
   
  APL 12: 90 xp. 
   
  APL 14: 90 xp 
  Total possible experience 
   
  APL 8: 1,125 xp. 
   
  APL 10: 1,350 xp. 
   
  APL 12: 1,575 xp. 
   
  APL 14: 1,800 xp. 
  TREASURE SUMMARY 
  During 
  an 
  adventure, 
  characters 
  encounter 
  treasure, usually finding it in the possession of their 
  foes. Every encounter that features treasure has a 
  “treasure” section within the encounter description, 
  giving information about the loot, coins, and magic 
  items that make up the encounter’s treasure. 
   
  The loot total is the number of gold pieces each 
  character gains if the foes are plundered of all their 
  earthly possessions. Looting the bodies takes at 
  ULP8-03 The Mind of a Spyder 
   
  Page 18 
  
  least 10 minutes per every 5 enemies, and if the 
  characters cannot take the time to loot the bodies, 
  they do not gain this gold. If you feel it is reasonable 
  that characters can go back to loot the bodies, and 
  those bodies are there (i.e., not carted off by 
  dungeon scavengers, removed from the scene by 
  the local watch, and so on), characters may return 
  to retrieve loot. If the characters do not loot the 
  body, the gold piece value for the loot is subtracted 
  from the encounter totals given below. 
   
  The coin total is the number of gold pieces each 
  character gains if they take the coin available. A 
  normal adventuring party can usually gather this 
  wealth in a round or so. If for some reason, they 
  pass up this treasure, the coin total is subtracted 
  from the encounter totals given below. 
   
  Next, the magic items are listed. Magic item 
  treasure is the hardest to adjudicate, because they 
  are varied and because characters may want to use 
  them during the adventure. Many times characters 
  must cast identify, analyze dweomer or similar spell 
  to determine what the item does and how to 
  activate it. Other times they may attempt to use the 
  item blindly. If the magic item is consumable (a 
  potion, scroll, magic bolts, etc.) and the item is used 
  before the end of the adventure, its total is 
  subtracted from the adventure totals below. 
   
  Once you have subtracted the value for 
  unclaimed treasure from each encounter add it up 
  and that is the number of gold pieces a characters 
  total and coin value increase at the end of the 
  adventure. Write the total in the GP Gained field of 
  the adventure certificate. Because this is a Regional 
  adventure, characters may spend additional Time 
  Units to practice professions or create items 
  immediately after the adventure so this total may be 
  modified by other circumstances. 
   
  L = Looted gear from enemy; C = Coin, Gems, 
  Jewelry, and other valuables; M = Magic Items. 
  Encounter 3: 
  APL 8: L: 26 gp, C: 0 gp, M: +1 glamoured 
  mithral full plate armor (1221 gp), +1 great 
  sword (196 gp), +1 glamoured leather armor 
  (347 gp), +1 spell storing rapier (693 gp), +1 
  glamoured breastplate armor (363 gp). 
  APL 10: L: 26 gp, C: 0 gp, M: +1 glamoured 
  mithral full plate armor (1221 gp), +1 great 
  sword (196 gp), least crystal of energy assault 
  (acid) (50 gp), +1 glamoured leather armor 
  (347 gp), +1 spell storing rapier (693 gp), +1 
  glamoured breastplate armor (363 gp). 
  APL 12: L: 26 gp, C: 0 gp, M: +1 glamoured 
  mithral full plate armor (1221 gp), +1 great 
  sword (196 gp), lesser crystal of energy 
  assault (acid) (250 gp), +1 glamoured leather 
  armor (347 gp), +1 keen spell storing rapier 
  (1527 gp), +1 glamoured breastplate armor 
  (363 gp). 
  APL 14: L: 0 gp, C: 0 gp, M: +1 glamoured 
  mithral full plate armor (1221 gp), +1 great 
  sword (196 gp), greater crystal of energy 
  assault (acid) (500 gp), +1 glamoured leather 
  armor (347 gp), +1 keen spell storing rapier 
  (1527 gp), +1 glamoured breastplate armor 
  (363 gp), +1 longsword (193 gp). 
  Encounter 5: 
  APL 8: L: 0 gp, C: 0 gp, M: 3 amulet of tears 
  (192 gp each), 3 lens of ray of extending (208 
  gp each). 
  APL 10: L: 0 gp, C: 0 gp, M: 3 ring of 
  divergence [acid] (1500 gp each), 3 lens of ray 
  chaining (917 gp each), amulet of tears (192 
  gp), lens of ray of extending (208 gp). 
  APL 12: L: 0 gp, C: 0 gp, M: ring of avoidance 
  (833 gp), lens of ray doubling (1333 gp), 2 ring 
  of divergence [acid] (1500 gp each), 2 lens of 
  ray chaining (917 gp each), amulet of tears 
  (192 gp), lens of ray of extending (208 gp). 
  APL 14: L: 0 gp, C: 0 gp, M: 2 ring of 
  avoidance (833 gp each), 2 rings of force 
  armor (2500 gp each), 2 lens of ray doubling 
  (1333 gp), 4 ring of divergence [acid] (1500 gp 
  each), 4 lens of ray chaining (917 gp each), 4 
  amulet of tears (192 gp each), 4 lens of ray of 
  extending (208 gp each). 
  Encounter 6: 
  APL 8: L: 56 gp, C: 0 gp, M: +1 eager 
  battleaxe (693 gp), least crystal of energy 
  assault (electricity) (50 gp), +1 handaxe (192 
  gp), arcanist’s gloves (42 gp), 2 potion of 
  eagle’s splendor (25 gp each), rearguard’s 
  cape (167 gp). 
  APL 10: L: 70 gp, C: 0 gp, M: 2 +1 eager 
  battleaxe (693 gp each), 2 lesser crystal of 
  energy assault (electricity) (250 gp each), 2 +1 
  handaxe (192 gp each), 2 torc of the titans 
  (275 gp each), arcanist’s gloves (42 gp), 
  lesser rod of silence (250 gp), 2 potion of 
  eagle’s splendor (25 gp each), rearguard’s 
  cape (167 gp). 
  ULP8-03 The Mind of a Spyder 
   
  Page 19 
  
  APL 12: L: 70 gp, C: 0 gp, M: 2 +1 eager 
  battleaxe (693 gp each), 2 lesser crystal of 
  energy assault (electricity) (250 gp each), 2 +1 
  warning handaxe (692 gp each), 2 torc of the 
  titans (275 gp each), arcanist’s gloves (42 gp), 
  rod of silence (917 gp), 2 potion of eagle’s 
  splendor (25 gp each), rearguard’s cape (167 
  gp). 
  APL 12: L: 70 gp, C: 0 gp, M: 4 +1 eager 
  battleaxe (693 gp each), 4 lesser crystal of 
  energy assault (electricity) (250 gp each), 4 +1 
  warning handaxe (692 gp each), 4 torc of the 
  titans (275 gp each), 4 gloves of fortunate 
  striking (167 gp each), arcanist’s gloves (42 
  gp), rod of silence (917 gp), 2 potion of eagle’s 
  splendor (25 gp each), rearguard’s cape (167 
  gp). 
  Encounter 7: 
  APL 8-14: L: 0 gp, C: 0 gp, M: Malevolence’s 
  Spellbook’s (1079 gp). 
   
  Total Possible Treasure (Maximum Reward 
  Allowed) 
  APL 8: L: 82 gp, C: 0 gp, M: 6293 gp – Total: 
  6375 gp (1,300 gp). 
  APL 10: L: 96 gp, C: 0 gp, M: 14929 gp – 
  Total: 15025 gp (2,300 gp). 
  APL 12: L: 96 gp, C: 0 gp, M: 17379 gp – 
  Total: 17475 gp (3,300 gp). 
  APL 14: L: 70 gp, C: 0 gp, M: 35510 gp – 
  Total: 35580 gp (6,600 gp). 
  ITEMS FOR THE 
  ADVENTURE RECORD 
  Special 
  Thanks of The Web: For returning the body of 
  Spyder and all his gear to The Web, this PC has 
  been given access (Frequency: Adventure) to any 
  one non-closed spell, of a spell level they could 
  cast at the conclusion of this event, from the Spell 
  Compendium of the PC’s choice or any one non-
  closed magical clothing or tool (maximum value of 
  1000*APL 
  played) 
  from 
  the 
  Magic 
  Item 
  Compendium. Members of The Web gain access 
  (Frequency: Adventure) to two such choices. 
  Items selected should be noted on this AR below: 
  ________________________________________ 
  Mark this favor as USED when all accesses have 
  been selected. 
  Thanks of the Mine Rangers: For assisting with 
  clearing out one of the caves of the Principality of 
  Ulek and freeing a number of slaves, this PC gains 
  access (Frequency: Regional) to purchase one of 
  the following magic items (DMG): immovable rod, 
  rod of metal and mineral detection, staff of earth 
  and stone, elemental gem (earth), stone of alarm, 
  goggles of night, stone of good luck. 
  Members of the Mine Rangers may purchase one 
  of each of afore mentioned magic items. 
  Illithid Experimentation Corrected: For saving a 
  number of enslaved persons from the clutches of 
  the abomination known as Malevolence, one of 
  them is able to arrange for the illithid rune to be 
  permanently removed negating all results of the 
  experimentation save for access to the Badge of 
  Bondage feat (Dragon #315). 
  Used Gratitude of Noblish: This PC has used 
  (expended) the Gratitude of Noblish (from SHE3-
  07 The Wrong Corrected) by purchasing a 
  truelight lantern (MIC). 
  Marriage to Melina Mumpett: You have agreed 
  to marry Melina Mumpett, which occurs one month 
  after the play date of this AR. All bonuses gained 
  with the Attention of Melina Mumpett stay in effect 
  and they also gain a +1 morale bonus to AC and 
  saving throws whenever they have less then 10 hit 
  points; but for each Time Unit (TU) the PC spends 
  after this one on this AR, they must pay 100 gp to 
  keep Melina happy, pleased, and satisfied. Failure 
  to pay results in Melina getting upset and leaving 
  the PC. Once Melina has left the PC, her attention 
  cannot be regained and all bonuses related to her 
  Attention become penalties and all bonuses 
  related to the Marriage are lost. 
  Malevolence’s Spellbook I: This spellbook has a 
  white leathery cover and is written in deep bright 
  red ink. 
  0 – arcane mark, daze, detect magic, detect 
  poison, mage hand, message, read magic, 
  resistance 
  1st – charm person, color spray, endure elements, 
  hypnotism, mage armor, shield, sleep 
  2nd 
  – 
  blindness/deafness, 
  darkness, 
  daze 
  monster, 
  detect 
  thoughts, 
  fox’s 
  cunning, 
  glitterdust, Tasha’s hideous laughter, touch of 
  idiocy, web 
  ULP8-03 The Mind of a Spyder 
   
  Page 20 
  
  3rd – arcane sight, clairaudience/clairvoyance, 
  deep slumber, dispel magic, haste, hold person, 
  nondetection, suggestion 
  4th – charm monster, confusion, crushing despair, 
  greater invisibility, lesser geas, minor globe of 
  invulnerability, stoneskin 
  5th – dominate person, feeblemind, mind fog 
  Price: 5,000 gp; Weight: 3 lbs. 
  Malevolence’s Spellbook II: This spellbook has a 
  black leathery cover and is written in a dark 
  crimson colored ink. 
  4th – dimension door, dimensional anchor 
  5th – hold monster, symbol of sleep, teleport 
  6th – contingency, geas/quest, mass suggestion, 
  shadow walk, true seeing, symbol of persuasion 
  Price: 2,950 gp; Weight: 3 lbs. 
  Malevolence’s Spellbook III: This spellbook has 
  a dark flesh-like cover and is written in blood. 
  1st – distract (SpC), incite (SpC), inhibit (SpC), 
  shock and awe (SpC) 
  2nd – darkbolt (LoM), detect aberration (LoM), 
  entice gift (SpC), mechanus mind (SpC), mindless 
  rage (SpC), rebuke (SpC), sting ray (SpC), torrent 
  of tears (CM) 
  3rd – arms of plenty (LoM), bothersome babble 
  (CM), 
  invoke 
  the 
  cerulean 
  sign 
  (LoM), 
  mesmerizing glare (SpC), miser’s envy (SpC), ray 
  of dizziness (SpC), suppress breath weapon 
  (SpC), undulant innards (LoM) 
  4th – battle hymn (SpC), greater rebuke (SpC), 
  Melf’s slumber arrows (CM), Vecna’s malevolent 
  whisper (CM) 
  6th – endless slumber (CM), probe thoughts (LoM) 
  7th – final rebuke (SpC), hiss of sleep (SpC), 
  symphonic nightmare (SpC), transfix (SpC) 
  Price: 5,000 gp; Weight: 3 lbs. 
  Item Access 
  APL 8: 
  • 
  +1 Eager Battleaxe (Adventure, MIC) 
  • 
  +1 Glamoured Breastplate Armor (Adventure, 
  DMG) 
  • 
  +1 Glamoured Leather Armor (Adventure, 
  DMG) 
  • 
  +1 Glamoured Mithral Full Plate Armor 
  (Adventure, DMG) 
  • 
  +1 Spell Storing Rapier (Adventure, DMG) 
  • 
  Amulet of Tears (Adventure; MIC) 
  • 
  Arcanist’s Gloves (Adventure, MIC) 
  • 
  Blend Cream (Adventure, CAd) 
  • 
  Clearwater Tablets (Adventure, CS) 
  • 
  Daystrider Capsule (Adventure, CS) 
  • 
  Endurance Elixir (Adventure, CS) 
  • 
  Fareye Oil (Adventure, CAd) 
  • 
  Focusing Candle (Adventure, CAd; Limit 1) 
  • 
  Freeglide (Adventure, CAd) 
  • 
  Hawk’s Ointment (Adventure, CAd) 
  • 
  Incense of Concentration (Adventure, MIC; 
  Limit 1) 
  • 
  Keenear Powder (Adventure, CAd) 
  • 
  Lens of Ray Extending (Adventure, LoM) 
  • 
  Least Crystal of Energy Assault [Electricity] 
  (Adventure, MIC) 
  • 
  Malevolence’s Spellbook I, II, & III (Adventure; 
  See Above) 
  • 
  Nerv (Adventure, CS) 
  • 
  Rearguard’s Cape (Adventure, MIC) 
  • 
  Softfoot (Adventure, CAd) 
  • 
  Suregrip (Adventure, CAd) 
  APL 10: 
  • 
  Least Crystal of Energy Assault [Acid] 
  (Adventure, MIC) 
  • 
  Lens of Ray Chaining (Adventure, LoM) 
  • 
  Lesser Crystal of Energy Assault [Electricity] 
  (Adventure, MIC) 
  • 
  Lesser Rod of Silence (Adventure, DMG) 
  • 
  Ring of Divergence (Adventure; MIC) 
  • 
  Torc of the Titans (Adventure, MIC) 
  APL 12: 
  • 
  +1 Keen Spell Storing Rapier (Adventure, 
  DMG) 
  • 
  +1 Warning Handaxe (Adventure, MIC) 
  ULP8-03 The Mind of a Spyder 
   
  Page 21 
  
  ULP8-03 The Mind of a Spyder 
   
  Page 22 
  • 
  Lens of Ray Doubling (Adventure, LoM) 
  • 
  Lesser Crystal of Energy Assault [Acid] 
  (Adventure, MIC) 
  • 
  Ring of Avoidance (Adventure; MIC) 
  • 
  Rod of Silence (Adventure, DMG) 
  APL 14: 
  • 
  Gloves of Fortunate Striking (Adventure, MIC) 
  • 
  Greater Crystal of Energy Assault [Acid] 
  (Adventure, MIC) 
  • 
  Rings of Force Armor (Adventure, MIC) 
   
   
   
   
  
  APPENDIX 1 – APL 8 
   
  ENCOUNTER 3 
   
   
   
   
  T I P UL M I E J DO N,  D O P P E L G AN G E R  F TR1/D R AG O N  
  S HAM AN2  (R E D) 
  CR  6 
  CN Medium Monstrous Humanoid (Shapechanger) 
  Init +5; Senses Listen +1, Spot +1 
  Languages Common, Draconic  
  AC 24, touch 11, flat-footed 23 
   (+1 Dex, +9 armor, +4 natural) 
  hp 68 (7 HD) 
  Immune sleep and charm effects 
  Fort +10, Ref +5, Will +10 
  Speed 30 ft. (6 squares) 
  Melee great sword +11/+6 (2d6+5/19-20) or slam +6 
  (1d6+3) [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +6; Grp +6  
  Atk Options detect thoughts 
  Abilities Str 16, Dex 12, Con 18, Int 12, Wis 12, Cha 16 
  SQ change shape, draconic aura +1, totem dragon (red) 
  Feats Cleave, Improved Initiative, Power Attack, Skill 
  Focus (bluff)B, Weapon Focus (great sword) 
  Skills Bluff +19*, Climb +4, Diplomacy +10, Disguise 
  +24* (+26 acting), Intimidate +8, Jump +6 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions +1 glamoured mithral full plate armor, +1 
  greatsword  
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 16 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Draconic Aura (Su): Tipul channels the mighty powers 
  of dragonkin to project an aura that grants him and 
  nearby allies a special benefit. 
   
  Projecting an aura is a swift action, and he can only 
  project one draconic aura at a time. An aura remains 
  in effect until he uses a free action to dismiss it or he 
  activates another aura in its place. He can have a 
  draconic aura active continually; thus, an aura can be 
  in effect at the start of an encounter even before he 
  takes his first turn. 
   
  Unless otherwise noted, his draconic aura affects all 
  allies within 30 feet (including himself) with line of 
  effect to him. His aura is dismissed if he becomes 
  unconscious or is slain, but otherwise it remains in 
  effect even if he is incapable of acting. 
   
  The bonus granted by the aura is +1. Known auras 
  as: 
   
  Energy Shield: Any creature striking Tipul or any of 
  his allies with a natural attack or a nonreach melee 
  weapon is dealt 2 points of fire damage for each point 
  of his aura bonus. 
   
  Power: Bonus on melee damage rolls equal to 
  Tipul’s aura bonus. 
   
  Presence: 
  Bonus 
  on 
  Bluff, 
  Diplomacy, 
  and 
  Intimidate checks equal to Tipul’s aura bonus. 
  Totem Dragon: Tipul has selected red as his totem 
  dragon. He gains Appraise, Bluff, and Jump as class 
  skills. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  S U B P I  I W I V T,  D O P P E L G AN G E R  W I Z2 CR  5 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +7; Senses Listen +10, Spot +3 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 21, touch 13, flat-footed 18 
   (+3 Dex, +4 armor, +4 natural) 
  hp 44 (6 HD) 
  Immune sleep and charm effects 
  Fort +6, Ref +7, Will +10 
  Speed 30 ft. (6 squares) 
  Melee slam +5 (1d6) [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +5; Grp +5  
  Atk Options detect thoughts 
  Wizard Spells Prepared (CL 2nd): 
   1st—charm person (DC 15), hypnotism (DC 15), 
  mage armor� 
   0—daze (DC 14), daze (DC 14), detect magic, 
  resistance 
  �Already cast 
  Abilities Str 10, Dex 16, Con 16, Int 16, Wis 16, Cha 16 
  SQ change shape 
  Feats Great Fortitude, Improved Initiative, Scribe Scroll 
  B, Spell Focus (enchantment) 
  Skills Bluff +14*, Diplomacy +14, Disguise +24* (+26 
  acting), Knowledge (arcana) +8, Listen +10, Sense 
  Motive +10, Spellcraft +10 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions spell component pouch (2) 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  ULP8-03 The Mind of a Spyder 
   
  Page 23 
  
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 16 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  M I V T E J D Y F  
  AS S I V,  
  D O P P E L G AN G E R  
  S W AS H B U C K L E R2 
  CR  5 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +10; Senses Listen +9, Spot +9 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 21, touch 14, flat-footed 17 
   (+4 Dex, +3 armor, +4 natural) 
  hp 53 (6 HD) 
  Immune sleep and charm effects 
  Fort +7, Ref +9, Will +6 
  Speed 30 ft. (6 squares) 
  Melee rapier +12/+7 (1d6+1/18-20) or slam +6 (1d6) 
  [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +6; Grp +6  
  Atk Options detect thoughts 
  Abilities Str 10, Dex 18, Con 16, Int 16, Wis 14, Cha 14 
  SQ change shape 
  Feats Blooded, Improved Initiative, Weapon Focus 
  (rapier), Weapon Finesse B 
  Skills Bluff +13*, Diplomacy +11, Disguise +23* (+25 
  acting), Jump +9, Listen +9, Spot +9, Tumble +13 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions +1 glamoured leather armor, +1 spell 
  storing rapier [hold person (DC 13)] 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 15 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  P U Z P O L  
  AV V E R,  
  D O P P E L G AN G E R  
  M AR S H AL2
   
  CR  5 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +0; Senses Listen +9, Spot +9 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 19, touch 10, flat-footed 19 
   (+5 armor, +4 natural) 
  hp 50 (6 HD) 
  Immune sleep and charm effects 
  Fort +7, Ref +4, Will +9 
  Speed 20 ft. (4 squares) 
  Melee longsword +6 (1d8/19-20) or slam +5 (1d6) [only 
  in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +5; Grp +5  
  Atk Options detect thoughts 
  Special Actions minor aura 
  Abilities Str 10, Dex 10, Con 16, Int 16, Wis 10, Cha 20 
  SQ change shape 
  Feats Diehard, Endurance, Iron Will, Skill Focus 
  (diplomacy)B 
  Skills Bluff +18*, Diplomacy +17, Disguise +28* (+30 
  acting), Listen +9, Sense Motive +4, Spot +9 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions 
  +1 
  glamoured 
  breastplate 
  armor, 
  masterwork longsword 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 18 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Minor Aura: A minor aura lets allies within 60 feet 
  (including herself) add the marshal’s Charisma bonus 
  (+5) to certain rolls, when she is not dazed, 
  unconscious, 
  stunned, 
  paralyzed, 
  or 
  otherwise 
  unable to be heard or understood by allies: 
   
  Motivate 
  Charisma: 
  Circumstance 
  bonus 
  on 
  Charisma checks and Charisma-based checks. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
  ULP8-03 The Mind of a Spyder 
   
  Page 24 
  
   
  ENCOUNTER 5 
   
   
   
   
  S P E C T AT O R 
  CR  4 
  LN Medium Aberration (Extraplanar) 
  Init +5; Senses all-around vision, darkvision 60 ft.; 
  Listen +3, Spot +14 
  Languages Beholder, Common  
  AC 16, touch 11, flat-footed 15 
   (+1 Dex, +5 natural) 
  hp 30 (4 HD) 
  Resist spell turning; SR 12 
  Fort +3, Ref +2, Will +5 
  Speed 5 ft. (1 square), fly 20 ft. (good) 
  Melee bite +3 (1d6) and 
  Ranged eye rays +4 ranged touch attack (see below) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +3; Grp +3  
  Atk Options eye rays, spell-like abilities 
  Spell-Like Abilities (CL 6th): 
   3/day—create food and water 
   1/day—plane shift (DC 17) 
  Abilities Str 10, Dex 12, Con 14, Int 14, Wis 12, Cha 15 
  SQ flight, planar fast healing, spell turning 
  Feat Alertness B, Flyby Attack, Improved Initiative 
  Skills Knowledge (the planes) +9, Listen +3, Search 
  +13, Sense Motive +8, Spot +14, Survival +1 (+3 
  following tracks) 
  Eye Rays (Su) Each of a spectator’s four small eyes 
  can produce a magical ray once per round as a free 
  action. During a single round, it can aim only one eye 
  ray at targets in any one 90-degree arc (up, forward, 
  backward, left, right, or down). Each ray has a range 
  of 60 feet and a save DC of 14 (caster level 6th). The 
  save DCs are Charisma-based. The four eye rays 
  include: 
   Fatigue: The target must make a Fortitude save or 
  become fatigued. A fatigued creature that fails to 
  save against this effect becomes exhausted. 
   Inflict Moderate Wounds: This ray works like the spell, 
  causing 2d8+6 points of damage (Will half). 
   Hold Monster: The target must succeed on a Will save 
  or be affected as though by the spell. 
   Telepathy: 
  A 
  spectator 
  can 
  communicate 
  telepathically with its target for the round. As a free 
  action, a spectator can make a suggestion (as the 
  spell; Will negates) to any creature it is currently 
  telepathically speaking to. 
  All-Around Vision (Ex) A spectator can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Flight (Ex) A spectator’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  Planar Fast Healing (Ex) While on Mechanus, a 
  spectator has fast healing 3. 
  Spell Turning (Su) A spectator’s central eye produces 
  a 90-foot cone that reflects any spell cast upon it by a 
  creature within the cone back upon its source. This 
  functions just like spell turning (caster level 6th). Up to 
  one spell can be reflected per round.  
   
  G AS  S P O R E 
  CR  3 
  N Large Plant 
  Init -3; Senses all-around vision, low light vision; Listen 
  +0, Spot +4 
  Languages None  
  AC 6, touch 6, flat-footed 6 
   (-1 size, -3 Dex) 
  hp 38 (10 HD) 
  Fort +4, Ref +0, Will +3 
  Speed 5 ft. (1 square), fly 20 ft. (poor) 
  Melee slam +9 (1d6+4 and spores) 
  Space 10 ft.; Reach 5 ft. 
  Base Atk +7; Grp +14  
  Special Actions death throes, infestation 
  Abilities Str 16, Dex 4, Con 4, Int -, Wis 10, Cha 1 
  SQ beholder camouflage, flight 
  Skills Disguise –5 (+15 imitating beholders), Search +4, 
  Spot +4 
  Death Throes (Ex) A gas spore reduced to 0 or few hit 
  points immediately explodes in a powerful burst of 
  spores and foul-smelling gas. This blast affects all 
  creatures in a 10-foot radius, dealing them 6d6 points 
  of sonic damage and exposing them to the spores 
  (see Infestation, below). A DC 10 Reflex save halves 
  the damage. The save DC is Constitution-based. The 
  spores are dispersed in this explosion and cannot be 
  harvested thereafter. 
  Infestation (Ex) Any living nonplant creature that is 
  damaged by a gas spore’s slam attack or its death 
  throes must immediately succeed on a DC 12 
  Fortitude save or become infested with spores. An 
  infested creature takes 1d4 points of Constitution 
  damage upon becoming infested and an additional 
  1d4 points of Constitution damage every hour that 
  follows as the spores rapidly grow and consume 
  flesh. The save DC is Constitution-based. 
  All-Around Vision (Ex) A gas spore can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Beholder Camouflage (Ex) A gas spore’s appearance 
  is so clever that it gains a +20 racial bonus on 
  Disguise checks to appear as a beholder. 
  Flight (Ex) A gas spore’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
   
  ENCOUNTER 6 
   
   
   
   
  G R I M LO C K 
  CR  9 
  Grimlock Male Brb1/Rng2/Scout5/Dervish1 
  NE Medium Monstrous Humanoid 
  Init +8; Senses Listen +10, Spot +10, blindsight 40 ft. 
  Languages Common, Grimlock, Undercommon 
  AC 20, touch 14, flat-footed 17 
  ULP8-03 The Mind of a Spyder 
   
  Page 25 
  
   (+3 Dex, +1 class, +2 armor, +4 natural) 
  hp 96 (11 HD) 
  Immune gaze attacks, visual effects, illusions 
  Fort +10, Ref +15, Will +5 
  Speed 50 ft. (10 squares) 
  Melee battleaxe +15/+10 (1d8+5 plus 1 electricity/x3) 
  Melee battleaxe +13/+8 (1d8+5 plus 1 electricity/x3) and 
  handaxe +12 (1d6+3/x3) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +9; Grp +13  
  Atk Options dervish dance (1/day), favored enemy 
  (humanoid: dwarf), rage (1/day), skirmish (+2d6/+1 
  AC) 
  Combat Gear  
  Abilities Str 19, Dex 16, Con 16, Int 13, Wis 8, Cha 5 
  SQ battle fortitude +1, blindsight 40 ft., evasion, fast 
  movement, movement mastery, scent, trackless step, 
  trapfinding, uncanny dodge, wild empathy 
  Feats Combat Expertise, Dodge, Improved Initiative B, 
  Mobility, Track B, Two-Weapon Fighting B, Weapon 
  Focus (battleaxe)  
  Skills Balance +10, Hide +26, Jump +9, Knowledge 
  (dungeoneering) +2, Knowledge (nature) +2, Listen 
  +10, Move Silently +16, Perform (dance) +3, Spot 
  +10, Tumble +19 
  Possessions combat gear plus masterwork leather 
  armor, +1 eager battleaxe, least crystal of energy 
  assault (electricity), +1 handaxe, handaxe 
  Blindsight (Ex) Grimlocks can sense all foes within 40 
  feet as a sighted creature would. Beyond that range, 
  they treat all targets as having total concealment. 
   
  Grimlocks are susceptible to sound- and scent-
  based attacks, however, and are affected normally by 
  loud noises and sonic spells (such as ghost sound or 
  silence) and overpowering odors (such as stinking 
  cloud or incense-heavy air). Negating a grimlock’s 
  sense of smell or hearing reduces this ability to 
  normal Blind-Fight (as the feat). If both these senses 
  are negated, a grimlock is effectively blinded. 
  Dervish Dance (Ex) A dervish can become a whirling 
  dancer of death a certain number of times per day. 
  While in this dervish dance, he can take a full attack 
  action (for melee attacks only) and still move up to his 
  speed. However, the dervish must move a minimum 
  of 5 feet between each attack when using this ability, 
  and he cannot return to a square he just exited 
  (though he may return to that square later during his 
  full attack). The dervish is subject to attacks of 
  opportunity while dancing, but may tumble normally 
  as part of his move. A dervish prevented from 
  completing his move is also prevented from finishing 
  his full attack. 
   
  If a dervish wields a slashing weapon while in a 
  dervish dance, he gains a bonus on his attack and 
  damage rolls. This bonus is +1 at 1st level, and it 
  increases by an extra +1 at every odd-numbered 
  level thereafter. 
   
  A dervish may only perform a dervish dance while 
  wielding a slashing weapon. He cannot perform a 
  dervish dance in any armor heavier than light or if he 
  is using a shield. While dancing, a dervish cannot use 
  skills or abilities that involve concentration or require 
  her to remain still, such as Move Silently, Hide, or 
  Search. A dervish can use the Combat Expertise feat 
  while in a dance. A dervish cannot perform a dervish 
  dance while under the effect of a rage or frenzy 
  ability. 
   
  A dervish can perform a dervish dance only once 
  per encounter. A dervish dance lasts 1 round for 
  every two ranks of Perform (dance) that the character 
  has (3 rounds). At the end of the dervish dance, the 
  character becomes fatigued for the duration of the 
  encounter. 
  Skirmish (Ex) A scout relies on mobility to deal extra 
  damage and improve his defense. He deals an extra 
  1d6 points of damage on all attacks he makes during 
  any round in which he moves at least 10 feet. The 
  extra damage applies only to attacks taken during the 
  scout’s turn. This extra damage increases by 1d6 for 
  every four levels gained above 1st. 
   
  The extra damage only applies against living 
  creatures that have a discernible anatomy. Undead, 
  constructs, oozes, plants, incorporeal creatures, and 
  creatures immune to extra damage from critical hits 
  are not vulnerable to this additional damage. The 
  scout must be able to see the target well enough to 
  pick out a vital spot and must be able to reach such a 
  spot. Scouts can apply this extra damage to ranged 
  attacks made while skirmishing, but only if the target 
  is within 30 feet. 
   
  At 3rd level, a scout gains a +1 competence bonus 
  to Armor Class during any round in which she moves 
  at least 10 feet. The bonus applies as soon as the 
  scout has moved 10 feet, and lasts until the start of 
  her next turn. This bonus improves by 1 for every four 
  levels gained above 3rd. 
   
  A scout loses this ability when wearing medium or 
  heavy armor or when carrying a medium or heavy 
  load. If he gains the skirmish ability from another 
  class, the bonuses stack. 
  Movement Mastery (Ex): A dervish is so certain of his 
  movements that he is unaffected by adverse 
  conditions. When making a Jump, Perform (dance), 
  or Tumble check, he may take 10 even if stress and 
  distraction would normally prevent him from doing so. 
  Skills A grimlock’s dull gray skin helps it hide in its 
  native terrain, conferring a +10 racial bonus on Hide 
  checks when in mountains or underground. 
   
  D E R R O  S O R4 
  CR  7 
  CE Small monstrous humanoid 
  Init +6; Senses Listen -3, Spot -3 
  Languages Undercommon  
  AC 19, touch 13, flat-footed 17 
   (+1 size, +2 Dex, +4 armor, +2 natural) 
  hp 41 (7 HD) 
  SR 15 
  Fort +4, Ref +8, Will +13 
  Weakness vulnerability to sunlight 
  Speed 20 ft. (4 squares) 
  Melee dagger +5 (1d3 plus poison/19-20) 
  Ranged dagger +7 (1d3 plus poison/19-20) 
  ULP8-03 The Mind of a Spyder 
   
  Page 26 
  
  ULP8-03 The Mind of a Spyder 
   
  Page 27 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +5; Grp +1 
  Atk Options poison-use, spell-like abilities, sneak attack 
  +1d6 
  Combat Gear arcanist’s glove, potion of eagle’s 
  splendor 
  Sorcerer Spells Known (CL 4th): 
   2nd (5/day)—Tasha’s hideous laughter (DC 19) 
   1st (8/day)—mage armor�, ray of enfeeblement (+7 
  ranged touch), shock and awe 
   0 (6/day)—arcane mark, daze (DC 17), detect magic, 
  detect poison, flare (DC 16), read magic 
  �Already cast 
  Spell-Like Abilities (CL 7th): 
   At Will—darkness, ghost sound 
   1/day—daze (DC 16), sound burst (DC 18) 
  Abilities Str 10, Dex 14, Con 14, Int 10, Wis 4, Cha 22 
  SQ madness, spell resistance 15, vulnerability to 
  sunlight 
  Feats Blind-Fight, Improved Initiative, Spell Focus 
  (enchantment) 
  Skills Concentration +6, Hide +16, Move Silently +12, 
  Spellcraft +4 
  Possessions combat gear plus 2 daggers, spell 
  component pouch (2), weasel familiar 
  Madness (Ex) Derro use their Charisma modifier on Will 
  saves instead of their Wisdom modifier, and have 
  immunity to confusion and insanity effects. A derro 
  cannot be restored to sanity by any means short of a 
  miracle or wish spell. 
  Poison Use (Ex) Applied to their crossbow bolts is 
  Medium monstrous spider venom (DC 14 Fortitude 
  save resists, 1d4 Str/1d4 Str). 
  Sneak Attack (Ex) Any time a derro’s opponent is 
  denied his Dexterity bonus to AC, or if a derro flanks 
  his opponent, he deals an extra 1d6 points of 
  damage. This ability is just like the rogue’s sneak 
  attack and subject to the same limitations. 
  Vulnerability to Sunlight (Ex) A derro takes 1 point of 
  Constitution damage for every hour it is exposed to 
  sunlight, and it dies if its Constitution score reaches 
  0. Lost Constitution points are recovered at the rate 
  of 1 per every 24-hour period spent underground or 
  otherwise sheltered from the sun. 
  Skills Derro have a +4 racial bonus on Hide and Move 
  Silently checks. 
  D E R R O  B RD2/M AR2 
  CR  7 
  CE Small monstrous humanoid 
  Init +6; Senses Listen -3, Spot -3 
  Languages Undercommon  
  AC 18, touch 13, flat-footed 16 
   (+1 size, +2 Dex, +3 armor, +2 natural) 
  hp 50 (7 HD) 
  SR 15 
  Fort +6, Ref +8, Will +15 
  Weakness vulnerability to sunlight 
  Speed 20 ft. (4 squares) 
  Melee longsword +5 (1d6 plus poison/19-20) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +5; Grp +1 
  Atk Options fascinate, inspire courage +1, poison-use, 
  spell-like abilities, sneak attack +1d6 
  Special Actions minor aura, major aura 
  Combat Gear rearguard’s cape, potion of eagle’s 
  splendor 
  Bard Spells Known (CL 2nd): 
   1st (2/day)—grease (DC 17), inspirational boost 
   0 (3/day)—dancing light, detect magic, flare (DC 16), 
  message, resistance 
  Spell-Like Abilities (CL 7th): 
   At Will—darkness, ghost sound 
   1/day—daze (DC 16), sound burst (DC 18) 
  Abilities Str 10, Dex 14, Con 14, Int 10, Wis 4, Cha 22 
  SQ bardic knowledge, bardic music, countersong, 
  madness, spell resistance 15, vulnerability to sunlight 
  Feats Blind-Fight, Extra Music, Improved Initiative, Skill 
  Focus (diplomacy)B 
  Skills Concentration +5, Diplomacy +9, Hide +15, Move 
  Silently +11, Perform (singing) +16, Spellcraft +3 
  Possessions combat gear plus masterwork studded 
  leather armor, masterwork longsword 
  Madness (Ex) Derro use their Charisma modifier on Will 
  saves instead of their Wisdom modifier, and have 
  immunity to confusion and insanity effects. A derro 
  cannot be restored to sanity by any means short of a 
  miracle or wish spell. 
  Poison Use (Ex) Applied to their crossbow bolts is 
  Medium monstrous spider venom (DC 14 Fortitude 
  save resists, 1d4 Str/1d4 Str). 
  Sneak Attack (Ex) Any time a derro’s opponent is 
  denied his Dexterity bonus to AC, or if a derro flanks 
  his opponent, he deals an extra 1d6 points of 
  damage. This ability is just like the rogue’s sneak 
  attack and subject to the same limitations. 
  Vulnerability to Sunlight (Ex) A derro takes 1 point of 
  Constitution damage for every hour it is exposed to 
  sunlight, and it dies if its Constitution score reaches 
  0. Lost Constitution points are recovered at the rate 
  of 1 per every 24-hour period spent underground or 
  otherwise sheltered from the sun. 
  Minor Aura: A minor aura lets allies within 60 feet 
  (including himself) add the marshal’s Charisma bonus 
  (+6) to certain rolls, when he is not dazed, 
  unconscious, 
  stunned, 
  paralyzed, 
  or 
  otherwise 
  unable to be heard or understood by allies: 
   
  Motivate 
  Dexterity: 
  Circumstance 
  bonus 
  on 
  Dexterity 
  checks, 
  Dexterity-based 
  checks 
  and 
  initiative checks. 
  Major Aura: A major aura lets allies within 60 feet 
  (including himself) add a +1 circumstance bonus to 
  certain rolls. 
   
  Motivate Attack: Bonus on melee attack rolls. 
  Skills Derro have a +4 racial bonus on Hide and Move 
  Silently checks. 
   
   
   
  
  APPENDIX 2 – APL 10 
   
  ENCOUNTER 3 
   
   
   
   
  T I P UL M I E J DO N,  D O P P E L G AN G E R  F TR1/D R AG O N  
  S HAM AN4  (R E D) 
  CR  8 
  CN Medium Monstrous Humanoid (Shapechanger) 
  Init +7; Senses Listen +1, Spot +3 
  Languages Common, Draconic  
  AC 24, touch 11, flat-footed 23 
   (+1 Dex, +9 armor, +4 natural) 
  hp 89 (9 HD) 
  Immune sleep, charm, and paralysis effects 
  Fort +11, Ref +6, Will +11 
  Speed 30 ft. (6 squares) 
  Melee great sword +13/+7 (2d6+5 plus 1 acid/19-20) or 
  slam +8 (1d6+3) [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +8; Grp +8  
  Atk Options breath weapon (2d6; 15-ft. cone), detect 
  thoughts 
  Abilities Str 16, Dex 12, Con 19, Int 12, Wis 12, Cha 16 
  SQ change shape, draconic aura +1, draconic resolve, 
  totem dragon (red) 
  Feats Blooded, Cleave, Improved Initiative, Power 
  Attack, Skill Focus (bluff)B, Weapon Focus (great 
  sword) 
  Skills Appraise +5, Bluff +21*, Climb +4, Diplomacy 
  +10, Disguise +24* (+26 acting), Intimidate +10, 
  Jump +8, Search +5, Spot +3 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions +1 glamoured mithral full plate armor, +1 
  greatsword, least crystal of energy assault (acid)  
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 17 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Draconic Aura (Su): Tipul channels the mighty powers 
  of dragonkin to project an aura that grants him and 
  nearby allies a special benefit. 
   
  Projecting an aura is a swift action, and he can only 
  project one draconic aura at a time. An aura remains 
  in effect until he uses a free action to dismiss it or he 
  activates another aura in its place. He can have a 
  draconic aura active continually; thus, an aura can be 
  in effect at the start of an encounter even before he 
  takes his first turn. 
   
  Unless otherwise noted, his draconic aura affects all 
  allies within 30 feet (including himself) with line of 
  effect to him. His aura is dismissed if he becomes 
  unconscious or is slain, but otherwise it remains in 
  effect even if he is incapable of acting. 
   
  The bonus granted by the aura is +1. Known auras 
  as: 
   
  Energy Shield: Any creature striking Tipul or any of 
  his allies with a natural attack or a nonreach melee 
  weapon is dealt 2 points of fire damage for each point 
  of his aura bonus. 
   
  Power: Bonus on melee damage rolls equal to 
  Tipul’s aura bonus. 
   
  Presence: 
  Bonus 
  on 
  Bluff, 
  Diplomacy, 
  and 
  Intimidate checks equal to Tipul’s aura bonus. 
   
  Senses: Bonus on Listen and Spot checks, as well 
  as on initiative checks, equal to Tipul’s aura bonus. 
  Totem Dragon: Tipul has selected red as his totem 
  dragon. He gains Appraise, Bluff, and Jump as class 
  skills. 
  Draconic 
  Adaptation 
  (Ex): 
  Tipul 
  gains 
  a 
  +5 
  competence bonus on Appraise and Search checks 
  (always active). 
  Breath Weapon (Su): At 4th level, Tipul gains a breath 
  weapon corresponding to his totem dragon. The 
  breath weapon deals 2d6 points of fire damage. A 
  successful Reflex save (DC 16) halves the damage 
  dealt. Just like a true dragon, once Tipul breathes he 
  must wait 1d4 rounds before he can use his breath 
  weapon again. 
   
  Cone-shaped breath weapons extend out to 15 feet. 
  Draconic Resolve (Ex): At 4th level, Tipul gains 
  immunity to paralysis and sleep effects. He also 
  becomes immune to the frightful presence of 
  dragons. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  S U B P I  I W I V T,  D O P P E L G AN G E R  W I Z4 CR  7 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +7; Senses Listen +10, Spot +3 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 21, touch 13, flat-footed 18 
   (+3 Dex, +4 armor, +4 natural) 
  hp 54 (8 HD) 
  Immune sleep and charm effects 
  Fort +7, Ref +8, Will +11 
  Speed 30 ft. (6 squares) 
  Melee slam +6 (1d6) [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  ULP8-03 The Mind of a Spyder 
   
  Page 28 
  
  Base Atk +6; Grp +6  
  Atk Options detect thoughts 
  Wizard Spells Prepared (CL 4th): 
   2nd—glitterdust (DC 15), Tasha’s Hideous Laughter 
  (DC 16), Tasha’s Hideous Laughter (DC 16) 
   1st—charm person (DC 15), hypnotism (DC 15), 
  hypnotism (DC 15), mage armor� 
   0—daze (DC 14), daze (DC 14), detect magic, 
  resistance 
  �Already cast 
  Abilities Str 10, Dex 16, Con 16, Int 17, Wis 16, Cha 16 
  SQ change shape 
  Feats Great Fortitude, Improved Initiative, Scribe Scroll 
  B, Spell Focus (enchantment) 
  Skills Bluff +14*, Decipher Script +5, Diplomacy +14, 
  Disguise +24* (+26 acting), Knowledge (arcana) +10, 
  Knowledge (dungeoneering) +5, Knowledge (local) 
  +5, Listen +10, Sense Motive +10, Spellcraft +12 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions spell component pouch (2) 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 17 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  M I V T E J D Y F  
  AS S I V,  
  D O P P E L G AN G E R  
  S W AS H B U C K L E R4 
  CR  7 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +10; Senses Listen +9, Spot +9 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 21, touch 14, flat-footed 17 
   (+4 Dex, +3 armor, +4 natural) 
  hp 72 (8 HD) 
  Immune sleep and charm effects 
  Fort +8, Ref +10, Will +7 
  Speed 30 ft. (6 squares) 
  Melee rapier +14/+9 (1d6+4/18-20) or slam +8 (1d6) 
  [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +8; Grp +8  
  Atk Options detect thoughts 
  Abilities Str 10, Dex 19, Con 16, Int 16, Wis 14, Cha 14 
  SQ change shape 
  Feats Blooded, Improved Initiative, Weapon Focus 
  (rapier), Weapon Finesse B 
  Skills Balance +12, Bluff +13*, Diplomacy +11, Disguise 
  +23* (+25 acting), Jump +13, Listen +9, Spot +9, 
  Tumble +17 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions +1 glamoured leather armor, +1 spell 
  storing rapier [hold person (DC 13)] 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 16 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  P U Z P O L  
  AV V E R,  
  D O P P E L G AN G E R  
  M AR S H AL4
   
  CR  7 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +0; Senses Listen +11, Spot +11 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 19, touch 10, flat-footed 19 
   (+5 armor, +4 natural) 
  hp 66 (8 HD) 
  Immune sleep and charm effects 
  Fort +8, Ref +5, Will +10 
  Speed 20 ft. (4 squares) 
  Melee longsword +8/+3 (1d8/19-20) or slam +7 (1d6) 
  [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +7; Grp +7  
  Atk Options detect thoughts 
  Special Actions minor aura, major aura, grant move 
  action (1/day) 
  Abilities Str 10, Dex 10, Con 16, Int 16, Wis 10, Cha 21 
  SQ change shape 
  Feats Diehard, Endurance, Iron Will, Skill Focus 
  (diplomacy)B 
  Skills Bluff +20*, Diplomacy +19, Disguise +30* (+32 
  acting), Intimidate +8, Listen +11, Sense Motive +6, 
  Spot +11 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  ULP8-03 The Mind of a Spyder 
   
  Page 29 
  
  Possessions 
  +1 
  glamoured 
  breastplate 
  armor, 
  masterwork longsword 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 19 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Minor Aura: A minor aura lets allies within 60 feet 
  (including herself) add the marshal’s Charisma bonus 
  (+5) to certain rolls, when she is not dazed, 
  unconscious, 
  stunned, 
  paralyzed, 
  or 
  otherwise 
  unable to be heard or understood by allies: 
   
  Motivate 
  Charisma: 
  Circumstance 
  bonus 
  on 
  Charisma checks and Charisma-based checks. 
   
  Master of Tactics: Circumstance bonus on damage 
  rolls when flanking. 
  Major Aura: A major aura lets allies within 60 feet 
  (including herself) add a +1 circumstance bonus to 
  certain rolls. 
   
  Resilient Troops: Bonus on all saves. 
  Grant Move Action (Ex): Starting at 4th level, a marshal 
  can direct and motivate his allies to act immediately. 
  Once per day, as a standard action, she may grant 
  an extra move action to any or all of her allies within 
  30 feet (but not to herself). Each of the affected allies 
  takes this extra move action immediately, acting in 
  their current initiative order. This extra actions does 
  not affect the allies’ initiative count, the round 
  continues normally after the marshal’s turn is over. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
  ENCOUNTER 5 
   
   
   
   
  D I RE CTO R 
  CR  8 
  LE Large Aberration 
  Init +1; Senses all-around vision, darkvision 60 ft.; 
  Listen +14, Spot +18 
  Languages Beholder, Common  
  AC 24, touch 14, flat-footed 23 
   (-1 size, +1 Dex, +4 deflection, +10 natural) 
  hp 66 (8 HD) 
  SR 16 
  Fort +5, Ref +7, Will +7 
  Speed 5 ft. (1 square), fly 20 ft. (good) 
  Melee 3 tentacles +6 (1d6) and 
  Melee bite +4 (1d8) and 
  Ranged eye rays +6 ranged touch (see below) 
  Space 10 ft.; Reach 5 ft. 
  Base Atk +6; Grp +11  
  Atk Options eye rays 
  Combat Gear ring of divergence (acid), lens of ray 
  chaining 
  Abilities Str 12, Dex 12, Con 16, Int 15, Wis 12, Cha 19 
  SQ deflection, flight, verminbound 
  Feats Alertness B, Mounted Archery, Mounted Combat, 
  Multiattack  
  Skills Handle Animal +23, Listen +14, Ride +22, Search 
  +6, Spot +18 
  Possessions combat gear 
  Eye Rays (Su) During a single round, a director can aim 
  only two eye rays at targets in any one 90 degree arc 
  (up, forward, backward, left, right, or down). 
   A director’s eye rays have a range of 120 feet and a 
  save DC of 18 (caster level 8th). The save DCs are 
  Charisma-based. The six eye rays include: 
   Burning Ray: The target takes 2d6 points of fire 
  damage. 
   Enervation: The target must succeed on a Fortitude 
  save or gain a negative level. An affected creature 
  regains the lost level after 8 hours. 
   Force Missile: The target takes 2d6 points of force 
  damage. 
   Freezing Ray: The target takes 2d6 points of cold 
  damage. 
  Minor Image: This works like the spell. Directors use 
  this effect to create illusory distractions to draw off 
  attacks from their enemies. 
   Slow: This works like the spell, except that it affects 
  one creature. The target can make a Will save to 
  negate the effect. 
  Deflection (Su) A director’s central eye emits a strange, 
  invisible field of force that surrounds the creature’s 
  body. This field grants a deflection bonus to their 
  Armor Class and a Reflex saving throw bonus equal 
  to the director’s Charisma bonus. 
  All-Around Vision (Ex) A spectator can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Flight (Ex) A director’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  Verminbond (Su) As a full-round action, a director can 
  attempt to dominate a creature of the vermin type 
  that it hits with a melee touch attack. The touched 
  vermin can make a DC 18 Will save to negate this 
  effect. This save DC is Charisma-based. Normally, 
  vermin are immune to mind-affecting spells and 
  abilities, but the director’s vermindbond ability 
  overcomes this immunity. 
   This effect is permanent, as long as the director 
  remains in physical contact with the vermin. Typically, 
  a director uses the vermin as a mount, using its 
  tentacles to grip the vermin just behind the head. 
  Monstrous centipedes and scorpions are favorite 
  choices, but the director can control any vermin with 
  this ability. 
  ULP8-03 The Mind of a Spyder 
   
  Page 30 
  
   While the verminbond is in effect, the director can 
  control the vermin’s actions by making successful 
  Ride checks; bonded vermin count as warhorses for 
  the purpose of directing their actions in combat. 
   As long as this effect remains, the bonded vermin 
  gains the benefits of the director’s deflection ability. 
  More important, both director and mount take half 
  damage from all wounds and attacks that deal hit 
  point damage. The amount of damage not taken by 
  one creature is taken by the other. 
  Skills Directors gain a +8 racial bonus on all Handle 
  Animal and Ride checks 
   
  S P E C T AT O R 
  CR  4 
  LN Medium Aberration (Extraplanar) 
  Init +5; Senses all-around vision, darkvision 60 ft.; 
  Listen +3, Spot +14 
  Languages Beholder, Common  
  AC 16, touch 11, flat-footed 15 
   (+1 Dex, +5 natural) 
  hp 30 (4 HD) 
  Resist spell turning; SR 12 
  Fort +3, Ref +2, Will +5 
  Speed 5 ft. (1 square), fly 20 ft. (good) 
  Melee bite +3 (1d6) and 
  Ranged eye rays +4 ranged touch attack (see below) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +3; Grp +3  
  Atk Options eye rays, spell-like abilities 
  Spell-Like Abilities (CL 6th): 
   3/day—create food and water 
   1/day—plane shift (DC 17) 
  Abilities Str 10, Dex 12, Con 14, Int 14, Wis 12, Cha 15 
  SQ flight, planar fast healing, spell turning 
  Feat Alertness B, Flyby Attack, Improved Initiative 
  Skills Knowledge (the planes) +9, Listen +3, Search 
  +13, Sense Motive +8, Spot +14, Survival +1 (+3 
  following tracks) 
  Eye Rays (Su) Each of a spectator’s four small eyes 
  can produce a magical ray once per round as a free 
  action. During a single round, it can aim only one eye 
  ray at targets in any one 90-degree arc (up, forward, 
  backward, left, right, or down). Each ray has a range 
  of 60 feet and a save DC of 14 (caster level 6th). The 
  save DCs are Charisma-based. The four eye rays 
  include: 
   Fatigue: The target must make a Fortitude save or 
  become fatigued. A fatigued creature that fails to 
  save against this effect becomes exhausted. 
   Inflict Moderate Wounds: This ray works like the spell, 
  causing 2d8+6 points of damage (Will half). 
   Hold Monster: The target must succeed on a Will save 
  or be affected as though by the spell. 
   Telepathy: 
  A 
  spectator 
  can 
  communicate 
  telepathically with its target for the round. As a free 
  action, a spectator can make a suggestion (as the 
  spell; Will negates) to any creature it is currently 
  telepathically speaking to. 
  All-Around Vision (Ex) A spectator can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Flight (Ex) A spectator’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  Planar Fast Healing (Ex) While on Mechanus, a 
  spectator has fast healing 3. 
  Spell Turning (Su) A spectator’s central eye produces 
  a 90-foot cone that reflects any spell cast upon it by a 
  creature within the cone back upon its source. This 
  functions just like spell turning (caster level 6th). Up to 
  one spell can be reflected per round.  
   
  G AS  S P O R E 
  CR  3 
  N Large Plant 
  Init -3; Senses all-around vision, low light vision; Listen 
  +0, Spot +4 
  Languages None  
  AC 6, touch 6, flat-footed 6 
   (-1 size, -3 Dex) 
  hp 38 (10 HD) 
  Fort +4, Ref +0, Will +3 
  Speed 5 ft. (1 square), fly 20 ft. (poor) 
  Melee slam +9 (1d6+4 and spores) 
  Space 10 ft.; Reach 5 ft. 
  Base Atk +7; Grp +14  
  Special Actions death throes, infestation 
  Abilities Str 16, Dex 4, Con 4, Int -, Wis 10, Cha 1 
  SQ beholder camouflage, flight 
  Skills Disguise –5 (+15 imitating beholders), Search +4, 
  Spot +4 
  Death Throes (Ex) A gas spore reduced to 0 or few hit 
  points immediately explodes in a powerful burst of 
  spores and foul-smelling gas. This blast affects all 
  creatures in a 10-foot radius, dealing them 6d6 points 
  of sonic damage and exposing them to the spores 
  (see Infestation, below). A DC 10 Reflex save halves 
  the damage. The save DC is Constitution-based. The 
  spores are dispersed in this explosion and cannot be 
  harvested thereafter. 
  Infestation (Ex) Any living nonplant creature that is 
  damaged by a gas spore’s slam attack or its death 
  throes must immediately succeed on a DC 12 
  Fortitude save or become infested with spores. An 
  infested creature takes 1d4 points of Constitution 
  damage upon becoming infested and an additional 
  1d4 points of Constitution damage every hour that 
  follows as the spores rapidly grow and consume 
  flesh. The save DC is Constitution-based. 
  All-Around Vision (Ex) A gas spore can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Beholder Camouflage (Ex) A gas spore’s appearance 
  is so clever that it gains a +20 racial bonus on 
  Disguise checks to appear as a beholder. 
  Flight (Ex) A gas spore’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  ULP8-03 The Mind of a Spyder 
   
  Page 31 
  
  ULP8-03 The Mind of a Spyder 
   
  Page 32 
  ENCOUNTER 6 
   
   
   
   
  G R I M LO C K 
  CR  9 
  Grimlock Male Brb1/Rng2/Scout5/Dervish1 
  NE Medium Monstrous Humanoid 
  Init +8; Senses Listen +10, Spot +10, blindsight 40 ft. 
  Languages Common, Grimlock, Undercommon 
  AC 20, touch 14, flat-footed 17 
   (+3 Dex, +1 class, +2 armor, +4 natural) 
  hp 96 (11 HD) 
  Immune gaze attacks, visual effects, illusions 
  Fort +10, Ref +15, Will +5 
  Speed 50 ft. (10 squares) 
  Melee battleaxe +15/+10 (1d8+5 plus 1d6 electricity/x3) 
  Melee battleaxe +13/+8 (1d8+5 plus 1d6 electricity/x3) 
  and handaxe +12 (1d6+3/x3) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +9; Grp +13  
  Atk Options dervish dance (1/day), favored enemy 
  (humanoid: dwarf), rage (1/day), skirmish (+2d6/+1 
  AC) 
  Combat Gear torc of titans 
  Abilities Str 19, Dex 16, Con 16, Int 13, Wis 8, Cha 5 
  SQ battle fortitude +1, blindsight 40 ft., evasion, fast 
  movement, movement mastery, scent, trackless step, 
  trapfinding, uncanny dodge, wild empathy 
  Feats Combat Expertise, Dodge, Improved Initiative B, 
  Mobility, Track B, Two-Weapon Fighting B, Weapon 
  Focus (battleaxe)  
  Skills Balance +10, Hide +26, Jump +9, Knowledge 
  (dungeoneering) +2, Knowledge (nature) +2, Listen 
  +10, Move Silently +16, Perform (dance) +3, Spot 
  +10, Tumble +19 
  Possessions combat gear plus masterwork leather 
  armor, +1 eager battleaxe, lesser crystal of energy 
  assault (electricity), +1 handaxe, handaxe 
  Blindsight (Ex) Grimlocks can sense all foes within 40 
  feet as a sighted creature would. Beyond that range, 
  they treat all targets as having total concealment. 
   
  Grimlocks are susceptible to sound- and scent-
  based attacks, however, and are affected normally by 
  loud noises and sonic spells (such as ghost sound or 
  silence) and overpowering odors (such as stinking 
  cloud or incense-heavy air). Negating a grimlock’s 
  sense of smell or hearing reduces this ability to 
  normal Blind-Fight (as the feat). If both these senses 
  are negated, a grimlock is effectively blinded. 
  Dervish Dance (Ex) A dervish can become a whirling 
  dancer of death a certain number of times per day. 
  While in this dervish dance, he can take a full attack 
  action (for melee attacks only) and still move up to his 
  speed. However, the dervish must move a minimum 
  of 5 feet between each attack when using this ability, 
  and he cannot return to a square he just exited 
  (though he may return to that square later during his 
  full attack). The dervish is subject to attacks of 
  opportunity while dancing, but may tumble normally 
  as part of his move. A dervish prevented from 
  completing his move is also prevented from finishing 
  his full attack. 
   
  If a dervish wields a slashing weapon while in a 
  dervish dance, he gains a bonus on his attack and 
  damage rolls. This bonus is +1 at 1st level, and it 
  increases by an extra +1 at every odd-numbered 
  level thereafter. 
   
  A dervish may only perform a dervish dance while 
  wielding a slashing weapon. He cannot perform a 
  dervish dance in any armor heavier than light or if he 
  is using a shield. While dancing, a dervish cannot use 
  skills or abilities that involve concentration or require 
  her to remain still, such as Move Silently, Hide, or 
  Search. A dervish can use the Combat Expertise feat 
  while in a dance. A dervish cannot perform a dervish 
  dance while under the effect of a rage or frenzy 
  ability. 
   
  A dervish can perform a dervish dance only once 
  per encounter. A dervish dance lasts 1 round for 
  every two ranks of Perform (dance) that the character 
  has (3 rounds). At the end of the dervish dance, the 
  character becomes fatigued for the duration of the 
  encounter. 
  Skirmish (Ex) A scout relies on mobility to deal extra 
  damage and improve his defense. He deals an extra 
  1d6 points of damage on all attacks he makes during 
  any round in which he moves at least 10 feet. The 
  extra damage applies only to attacks taken during the 
  scout’s turn. This extra damage increases by 1d6 for 
  every four levels gained above 1st. 
   
  The extra damage only applies against living 
  creatures that have a discernible anatomy. Undead, 
  constructs, oozes, plants, incorporeal creatures, and 
  creatures immune to extra damage from critical hits 
  are not vulnerable to this additional damage. The 
  scout must be able to see the target well enough to 
  pick out a vital spot and must be able to reach such a 
  spot. Scouts can apply this extra damage to ranged 
  attacks made while skirmishing, but only if the target 
  is within 30 feet. 
   
  At 3rd level, a scout gains a +1 competence bonus 
  to Armor Class during any round in which she moves 
  at least 10 feet. The bonus applies as soon as the 
  scout has moved 10 feet, and lasts until the start of 
  her next turn. This bonus improves by 1 for every four 
  levels gained above 3rd. 
   
  A scout loses this ability when wearing medium or 
  heavy armor or when carrying a medium or heavy 
  load. If he gains the skirmish ability from another 
  class, the bonuses stack. 
  Movement Mastery (Ex): A dervish is so certain of his 
  movements that he is unaffected by adverse 
  conditions. When making a Jump, Perform (dance), 
  or Tumble check, he may take 10 even if stress and 
  distraction would normally prevent him from doing so. 
  Skills A grimlock’s dull gray skin helps it hide in its 
  native terrain, conferring a +10 racial bonus on Hide 
  checks when in mountains or underground. 
   
  D E R R O  S O R6 
  CR  9 
  CE Small monstrous humanoid 
  Init +6; Senses Listen -3, Spot -3 
  Languages Undercommon  
  AC 19, touch 13, flat-footed 17 
  
  ULP8-03 The Mind of a Spyder 
   
  Page 33 
   (+1 size, +2 Dex, +4 armor, +2 natural) 
  , Ref +9, Will +14 
  sunlight 
  hp 50 (9 HD) 
  SR 15 
  Fort +5
  Weakness vulnerability to 
  Speed 20 ft. (4 squares) 
  Melee dagger +6/+1 (1d3 plus poison/19-20) 
  , spell-like abilities, sneak attack 
  ar arcanist’s glove, lesser rod of silence, 
  6th): 
   ranged touch) 
   20), 
   0
  �Al
  und 
  st (DC 18) 
  A
   Cha 23 
  Ranged dagger +8 (1d3 plus poison/19-20) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +6; Grp +2 
  e
  Atk Options poison-us
  +1d6 
  Combat Ge
  potion of eagle’s splendor 
  Sorcerer Spells Known (CL 
   3rd (4/day)—ray of dizziness (+8
   2nd (7/day)—sting ray (+8 ranged touch; DC
  Tasha’s hideous laughter (DC 20) 
   1st (8/day)—distract assailant (DC 19), mage 
  armor�, ray of enfeeblement (+8 ranged touch), 
  shock and awe 
   (6/day)—acid splash (+8 ranged touch), arcane 
  mark, daze (DC 18), detect magic, detect poison, 
  flare (DC 16), read magic 
  ready cast 
  ties (CL 9th): 
  Spell-Like Abili
   At Will—darkness, ghost so
   1/day—daze (DC 16), sound bur
  bilities Str 10, Dex 14, Con 14, Int 10, Wis 4,
  SQ madness, spell resistance 15, vulnerability to 
  Ma
  on Will 
  sunlight 
  Feats Blind-Fight, Greater Spell Focus (enchantment), 
  Improved Initiative, Spell Focus (enchantment) 
  Skills Concentration +8, Hide +16, Move Silently +12, 
  Spellcraft +6 
  Possessions combat gear plus 4 daggers, spell 
  component pouch (2), weasel familiar 
  dness (Ex) Derro use their Charisma modifier 
  saves instead of their Wisdom modifier, and have 
  immunity to confusion and insanity effects. A derro 
  cannot be restored to sanity by any means short of a 
  miracle or wish spell. 
  ison Use (Ex) Applied to their crossbow bolts is 
  Po
  Sn
   derro’s opponent is 
  Vu
  Sk
  on Hide and Move 
  DE
  R4 
  CR  9 
  1 
  6 
  Medium monstrous spider venom (DC 14 Fortitude 
  save resists, 1d4 Str/1d4 Str). 
  eak Attack (Ex) Any time a
  denied his Dexterity bonus to AC, or if a derro flanks 
  his opponent, he deals an extra 1d6 points of 
  damage. This ability is just like the rogue’s sneak 
  attack and subject to the same limitations. 
  lnerability to Sunlight (Ex) A derro takes 1 point of 
  Constitution damage for every hour it is exposed to 
  sunlight, and it dies if its Constitution score reaches 
  0. Lost Constitution points are recovered at the rate 
  of 1 per every 24-hour period spent underground or 
  otherwise sheltered from the sun. 
  ills Derro have a +4 racial bonus 
  Silently checks. 
  R R O  B RD2/M A
  CE Small monstrous humanoid 
  Init +6; Senses Listen -3, Spot -
  Languages Undercommon  
  AC 18, touch 13, flat-footed 1
   (+1 size, +2 Dex, +3 armor, +2 natural) 
  , Ref +9, Will +16 
  sunlight 
  hp 65 (9 HD) 
  SR 15 
  Fort +7
  Weakness vulnerability to 
  Speed 20 ft. (4 squares) 
  Melee longsword +7/+2 (1d6 plus poison/19-20) 
  te, grant move action (1/day), 
  Sp
   aura, major aura 
  on of eagle’s 
  Bard Spells Known (CL 2nd): 
   inspirational boost 
   16), 
  Spe
  th): 
  und 
  st (DC 18) 
  A
   Cha 23 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +7; Grp +3 
  Atk Options fascina
  inspire courage +1, poison-use, spell-like abilities, 
  sneak attack +1d6 
  ecial Actions minor
  Combat Gear rearguard’s cape, poti
  splendor 
   1st (2/day)—grease (DC 17),
   0 (3/day)—dancing light, detect magic, flare (DC
  message, resistance 
  ll-Like Abilities (CL 9
   At Will—darkness, ghost so
   1/day—daze (DC 16), sound bur
  bilities Str 10, Dex 14, Con 14, Int 10, Wis 4,
  SQ bardic knowledge, bardic music, countersong, 
  Fe
  Sk
   +15, Move 
  Po
  ns combat gear plus masterwork studded 
  Ma
  modifier on Will 
  madness, spell resistance 15, vulnerability to sunlight 
  ats Blind-Fight, Extra Music, Improved Initiative, 
  Lingering Song, Skill Focus (diplomacy)B 
  ills Concentration +5, Diplomacy +9, Hide
  Silently +11, Perform (singing) +18, Spellcraft +3, 
  Spot -1 
  ssessio
  leather armor, masterwork longsword 
  dness (Ex) Derro use their Charisma 
  saves instead of their Wisdom modifier, and have 
  immunity to confusion and insanity effects. A derro 
  cannot be restored to sanity by any means short of a 
  miracle or wish spell. 
  ison Use (Ex) Appli
  Po
  ed to their crossbow bolts is 
  Sn
   derro’s opponent is 
  Vu
   1 point of 
  Mi
  ies within 60 feet 
  Medium monstrous spider venom (DC 14 Fortitude 
  save resists, 1d4 Str/1d4 Str). 
  eak Attack (Ex) Any time a
  denied his Dexterity bonus to AC, or if a derro flanks 
  his opponent, he deals an extra 1d6 points of 
  damage. This ability is just like the rogue’s sneak 
  attack and subject to the same limitations. 
  lnerability to Sunlight (Ex) A derro takes
  Constitution damage for every hour it is exposed to 
  sunlight, and it dies if its Constitution score reaches 
  0. Lost Constitution points are recovered at the rate 
  of 1 per every 24-hour period spent underground or 
  otherwise sheltered from the sun. 
  nor Aura: A minor aura lets all
  (including himself) add the marshal’s Charisma bonus 
  (+6) to certain rolls, when he is not dazed, 
  unconscious, 
  stunned, 
  paralyzed, 
  or 
  otherwise 
  unable to be heard or understood by allies: 
  
  ULP8-03 The Mind of a Spyder 
   
  Page 34 
   
  Motivate 
  Dexterity: 
  Circumstance 
  bonus 
  on 
  Dexterity 
  checks, 
  Dexterity-based 
  checks 
  and 
  initiative checks. 
   
  Master of Tactics: Circumstance bonus on damage 
  rolls when flanking. 
  Major Aura: A major aura lets allies within 60 feet 
  (including himself) add a +1 circumstance bonus to 
  certain rolls. 
   
  Motivate Attack: Bonus on melee attack rolls. 
  Skills Derro have a +4 racial bonus on Hide and Move 
  Silently checks. 
   
   
   
   
   
   
   
  
  APPENDIX 3 – APL 12 
   
  ENCOUNTER 3 
   
   
   
   
  T I P UL M I E J DO N,  D O P P E L G AN G E R  F TR1/D R AG O N  
  S HAM AN6  (R E D) 
  CR  10 
  CN Medium Monstrous Humanoid (Shapechanger) 
  Init +7; Senses Listen +1, Spot +3 
  Languages Common, Draconic  
  AC 24, touch 11, flat-footed 23 
   (+1 Dex, +9 armor, +4 natural) 
  hp 110 (11 HD) 
  Immune sleep, charm, and paralysis effects 
  Fort +12, Ref +7, Will +12 
  Speed 30 ft. (6 squares) 
  Melee great sword +14/+8 (2d6+5 plus 1d6 acid/19-20) 
  or slam +9 (1d6+3) [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +9; Grp +9  
  Atk Options breath weapon (3d6; 15-ft. cone), detect 
  thoughts 
  Abilities Str 16, Dex 12, Con 19, Int 12, Wis 12, Cha 16 
  SQ change shape, draconic aura +2, draconic resolve, 
  totem dragon (red), touch of vitality (heal wounds) 
  Feats Blooded, Cleave, Improved Initiative, Power 
  Attack, Skill Focus (bluff)B, Weapon Focus (great 
  sword) 
  Skills Appraise +5, Bluff +23*, Climb +4, Diplomacy 
  +10, Disguise +24* (+26 acting), Intimidate +12, 
  Jump +10, Search +5, Spot +3 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions +1 glamoured mithral full plate armor, +1 
  greatsword, lesser crystal of energy assault (acid)  
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 18 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Draconic Aura (Su): Tipul channels the mighty powers 
  of dragonkin to project an aura that grants him and 
  nearby allies a special benefit. 
   
  Projecting an aura is a swift action, and he can only 
  project one draconic aura at a time. An aura remains 
  in effect until he uses a free action to dismiss it or he 
  activates another aura in its place. He can have a 
  draconic aura active continually; thus, an aura can be 
  in effect at the start of an encounter even before he 
  takes his first turn. 
   
  Unless otherwise noted, his draconic aura affects all 
  allies within 30 feet (including himself) with line of 
  effect to him. His aura is dismissed if he becomes 
  unconscious or is slain, but otherwise it remains in 
  effect even if he is incapable of acting. 
   
  The bonus granted by the aura is +2. Known auras 
  as: 
   
  Energy Shield: Any creature striking Tipul or any of 
  his allies with a natural attack or a nonreach melee 
  weapon is dealt 2 points of fire damage for each point 
  of his aura bonus. 
   
  Power: Bonus on melee damage rolls equal to 
  Tipul’s aura bonus. 
   
  Presence: 
  Bonus 
  on 
  Bluff, 
  Diplomacy, 
  and 
  Intimidate checks equal to Tipul’s aura bonus. 
   
  Senses: Bonus on Listen and Spot checks, as well 
  as on initiative checks, equal to Tipul’s aura bonus. 
   
  Toughness: DR 1/magic for each point of Tipul’s 
  aura bonus. 
  Totem Dragon: Tipul has selected red as his totem 
  dragon. He gains Appraise, Bluff, and Jump as class 
  skills. 
  Draconic 
  Adaptation 
  (Ex): 
  Tipul 
  gains 
  a 
  +5 
  competence bonus on Appraise and Search checks 
  (always active). 
  Breath Weapon (Su): At 4th level, Tipul gains a breath 
  weapon corresponding to his totem dragon. The 
  breath weapon deals 3d6 points of fire damage. A 
  successful Reflex save (DC 17) halves the damage 
  dealt. Just like a true dragon, once Tipul breathes he 
  must wait 1d4 rounds before he can use his breath 
  weapon again. 
   
  Cone-shaped breath weapons extend out to 15 feet. 
  Draconic Resolve (Ex): At 4th level, Tipul gains 
  immunity to paralysis and sleep effects. He also 
  becomes immune to the frightful presence of 
  dragons. 
  Touch of Vitality (Su): At 6th level, Tipul can heal the 
  wounds of living creatures (his or those of others) by 
  touch. Each day he can heal a number of points of 
  damage equal to twice his class level X his Charisma 
  bonus (36). He can choose to divide his healing 
  among multiple recipients, and he doesn’t have to 
  use it all at once. Using his touch of vitality is a 
  standard action. It has no effect on undead. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  S U B P I  I W I V T,  D O P P E L G AN G E R  W I Z6 CR  9 
  N Medium Monstrous Humanoid (Shapechanger) 
  ULP8-03 The Mind of a Spyder 
   
  Page 35 
  
  Init +7; Senses Listen +10, Spot +3 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 21, touch 13, flat-footed 18 
   (+3 Dex, +4 armor, +4 natural) 
  hp 65 (10 HD) 
  Immune sleep and charm effects 
  Fort +8, Ref +9, Will +12 
  Speed 30 ft. (6 squares) 
  Melee slam +7 (1d6) [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +7; Grp +7  
  Atk Options detect thoughts 
  Wizard Spells Prepared (CL 6th): 
   3rd—deep slumber (DC 18), hold person (DC 18), 
  suggestion (DC 18) 
   2nd—glitterdust (DC 15), Tasha’s Hideous Laughter 
  (DC 17), Tasha’s Hideous Laughter (DC 17), touch 
  of idiocy (+7 touch attack) 
   1st—charm person (DC 16), hypnotism (DC 16), 
  hypnotism (DC 16), mage armor� 
   0—daze (DC 15), daze (DC 15), detect magic, 
  resistance 
  �Already cast 
  Abilities Str 10, Dex 16, Con 16, Int 17, Wis 16, Cha 16 
  SQ change shape 
  Feats 
  Great 
  Fortitude, 
  Greater 
  Spell 
  Focus 
  (enchantment), Heighten Spell B, Improved Initiative, 
  Scribe Scroll B, Spell Focus (enchantment) 
  Skills Bluff +14*, Decipher Script +7, Diplomacy +14, 
  Disguise +24* (+26 acting), Knowledge (arcana) +12, 
  Knowledge (dungeoneering) +7, Knowledge (local) 
  +7, Listen +10, Sense Motive +10, Spellcraft +14 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions spell component pouch (2) 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 18 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  M I V T E J D Y F  
  AS S I V,  
  D O P P E L G AN G E R  
  S W AS H B U C K L E R6 
  CR  9 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +10; Senses Listen +9, Spot +9 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 21, touch 14, flat-footed 17; Dodge, Dodge Bonus 
   (+4 Dex, +3 armor, +4 natural) 
  hp 92 (10 HD) 
  Immune sleep and charm effects 
  Fort +9, Ref +11, Will +8 
  Speed 30 ft. (6 squares) 
  Melee rapier +16/+11 (1d6+4/15-20) or slam +10 (1d6) 
  [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +10; Grp +10  
  Atk Options detect thoughts 
  Abilities Str 10, Dex 19, Con 16, Int 16, Wis 14, Cha 14 
  SQ change shape 
  Feats Blooded, Dodge, Improved Initiative, Weapon 
  Focus (rapier), Weapon Finesse B 
  Skills Balance +14, Bluff +13*, Climb +8, Diplomacy 
  +11, Disguise +23* (+25 acting), Jump +15, Listen 
  +9, Spot +9, Tumble +19 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions +1 glamoured leather armor, +1 keen 
  spell storing rapier [hold person (DC 13)] 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 17 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Dodge Bonus (Ex): A swashbuckler is trained at 
  focusing his defenses on a single opponent in melee. 
  During his action, he may designate an opponent and 
  receive a +1 dodge bonus to Armor Class against 
  melee attacks from that opponent. He can select a 
  new opponent on any action. He need not designate 
  the same target for this ability as for the Dodge feat. 
  (If he designates the same target, the bonuses 
  stack.) 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  P U Z P O L  
  AV V E R,  
  D O P P E L G AN G E R  
  M AR S H AL6
   
  CR  9 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +0; Senses Listen +13, Spot +13 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 19, touch 10, flat-footed 19 
  ULP8-03 The Mind of a Spyder 
   
  Page 36 
  
   (+5 armor, +4 natural) 
  hp 83 (10 HD) 
  Immune sleep and charm effects 
  Fort +11, Ref +6, Will +11 
  Speed 20 ft. (4 squares) 
  Melee longsword +9/+4 (1d8/19-20) or slam +8 (1d6) 
  [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +8; Grp +8  
  Atk Options detect thoughts 
  Special Actions minor aura, major aura, grant move 
  action (1/day) 
  Abilities Str 10, Dex 10, Con 16, Int 16, Wis 10, Cha 21 
  SQ change shape 
  Feats Diehard, Endurance, Great Fortitude, Iron Will, 
  Skill Focus (diplomacy)B 
  Skills Bluff +22*, Diplomacy +21, Disguise +32* (+34 
  acting), Intimidate +10, Listen +13, Sense Motive +8, 
  Spot +13 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions 
  +1 
  glamoured 
  breastplate 
  armor, 
  masterwork longsword 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 20 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Minor Aura: A minor aura lets allies within 60 feet 
  (including herself) add the marshal’s Charisma bonus 
  (+5) to certain rolls, when she is not dazed, 
  unconscious, 
  stunned, 
  paralyzed, 
  or 
  otherwise 
  unable to be heard or understood by allies: 
   
  Motivate 
  Charisma: 
  Circumstance 
  bonus 
  on 
  Charisma checks and Charisma-based checks. 
   
  Master of Tactics: Circumstance bonus on damage 
  rolls when flanking. 
   
  Accurate Strike: Bonus on rolls made to confirm 
  critical hits. 
  Major Aura: A major aura lets allies within 60 feet 
  (including herself) add a +1 circumstance bonus to 
  certain rolls. 
   
  Resilient Troops: Bonus on all saves. 
   
  Motivate Attack: Bonus on melee attack rolls. 
  Grant Move Action (Ex): Starting at 4th level, a marshal 
  can direct and motivate his allies to act immediately. 
  Once per day, as a standard action, she may grant 
  an extra move action to any or all of her allies within 
  30 feet (but not to herself). Each of the affected allies 
  takes this extra move action immediately, acting in 
  their current initiative order. This extra actions does 
  not affect the allies’ initiative count, the round 
  continues normally after the marshal’s turn is over. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
  ENCOUNTER 5 
   
   
   
   
  D I RE CTO R 
  CR  8 
  LE Large Aberration 
  Init +1; Senses all-around vision, darkvision 60 ft.; 
  Listen +14, Spot +18 
  Languages Beholder, Common  
  AC 24, touch 14, flat-footed 23 
   (-1 size, +1 Dex, +4 deflection, +10 natural) 
  hp 66 (8 HD) 
  SR 16 
  Fort +5, Ref +7, Will +7 
  Speed 5 ft. (1 square), fly 20 ft. (good) 
  Melee 3 tentacles +6 (1d6) and 
  Melee bite +4 (1d8) and 
  Ranged eye rays +6 ranged touch (see below) 
  Space 10 ft.; Reach 5 ft. 
  Base Atk +6; Grp +11  
  Atk Options eye rays 
  Combat Gear ring of divergence (acid), lens of ray 
  chaining 
  Abilities Str 12, Dex 12, Con 16, Int 15, Wis 12, Cha 19 
  SQ deflection, flight, verminbound 
  Feats Alertness B, Mounted Archery, Mounted Combat, 
  Multiattack  
  Skills Handle Animal +23, Listen +14, Ride +22, Search 
  +6, Spot +18 
  Possessions combat gear 
  Eye Rays (Su) During a single round, a director can aim 
  only two eye rays at targets in any one 90 degree arc 
  (up, forward, backward, left, right, or down). 
   A director’s eye rays have a range of 120 feet and a 
  save DC of 18 (caster level 8th). The save DCs are 
  Charisma-based. The six eye rays include: 
   Burning Ray: The target takes 2d6 points of fire 
  damage. 
   Enervation: The target must succeed on a Fortitude 
  save or gain a negative level. An affected creature 
  regains the lost level after 8 hours. 
   Force Missile: The target takes 2d6 points of force 
  damage. 
   Freezing Ray: The target takes 2d6 points of cold 
  damage. 
  Minor Image: This works like the spell. Directors use 
  this effect to create illusory distractions to draw off 
  attacks from their enemies. 
   Slow: This works like the spell, except that it affects 
  one creature. The target can make a Will save to 
  negate the effect. 
  Deflection (Su) A director’s central eye emits a strange, 
  invisible field of force that surrounds the creature’s 
  ULP8-03 The Mind of a Spyder 
   
  Page 37 
  
  body. This field grants a deflection bonus to their 
  Armor Class and a Reflex saving throw bonus equal 
  to the director’s Charisma bonus. 
  All-Around Vision (Ex) A spectator can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Flight (Ex) A director’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  Verminbond (Su) As a full-round action, a director can 
  attempt to dominate a creature of the vermin type 
  that it hits with a melee touch attack. The touched 
  vermin can make a DC 18 Will save to negate this 
  effect. This save DC is Charisma-based. Normally, 
  vermin are immune to mind-affecting spells and 
  abilities, but the director’s vermindbond ability 
  overcomes this immunity. 
   This effect is permanent, as long as the director 
  remains in physical contact with the vermin. Typically, 
  a director uses the vermin as a mount, using its 
  tentacles to grip the vermin just behind the head. 
  Monstrous centipedes and scorpions are favorite 
  choices, but the director can control any vermin with 
  this ability. 
   While the verminbond is in effect, the director can 
  control the vermin’s actions by making successful 
  Ride checks; bonded vermin count as warhorses for 
  the purpose of directing their actions in combat. 
   As long as this effect remains, the bonded vermin 
  gains the benefits of the director’s deflection ability. 
  More important, both director and mount take half 
  damage from all wounds and attacks that deal hit 
  point damage. The amount of damage not taken by 
  one creature is taken by the other. 
  Skills Directors gain a +8 racial bonus on all Handle 
  Animal and Ride checks 
   
  S P E C T AT O R 
  CR  4 
  LN Medium Aberration (Extraplanar) 
  Init +5; Senses all-around vision, darkvision 60 ft.; 
  Listen +3, Spot +14 
  Languages Beholder, Common  
  AC 16, touch 11, flat-footed 15 
   (+1 Dex, +5 natural) 
  hp 30 (4 HD) 
  Resist spell turning; SR 12 
  Fort +3, Ref +2, Will +5 
  Speed 5 ft. (1 square), fly 20 ft. (good) 
  Melee bite +3 (1d6) and 
  Ranged eye rays +4 ranged touch attack (see below) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +3; Grp +3  
  Atk Options eye rays, spell-like abilities 
  Spell-Like Abilities (CL 6th): 
   3/day—create food and water 
   1/day—plane shift (DC 17) 
  Abilities Str 10, Dex 12, Con 14, Int 14, Wis 12, Cha 15 
  SQ flight, planar fast healing, spell turning 
  Feat Alertness B, Flyby Attack, Improved Initiative 
  Skills Knowledge (the planes) +9, Listen +3, Search 
  +13, Sense Motive +8, Spot +14, Survival +1 (+3 
  following tracks) 
  Eye Rays (Su) Each of a spectator’s four small eyes 
  can produce a magical ray once per round as a free 
  action. During a single round, it can aim only one eye 
  ray at targets in any one 90-degree arc (up, forward, 
  backward, left, right, or down). Each ray has a range 
  of 60 feet and a save DC of 14 (caster level 6th). The 
  save DCs are Charisma-based. The four eye rays 
  include: 
   Fatigue: The target must make a Fortitude save or 
  become fatigued. A fatigued creature that fails to 
  save against this effect becomes exhausted. 
   Inflict Moderate Wounds: This ray works like the spell, 
  causing 2d8+6 points of damage (Will half). 
   Hold Monster: The target must succeed on a Will save 
  or be affected as though by the spell. 
   Telepathy: 
  A 
  spectator 
  can 
  communicate 
  telepathically with its target for the round. As a free 
  action, a spectator can make a suggestion (as the 
  spell; Will negates) to any creature it is currently 
  telepathically speaking to. 
  All-Around Vision (Ex) A spectator can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Flight (Ex) A spectator’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  Planar Fast Healing (Ex) While on Mechanus, a 
  spectator has fast healing 3. 
  Spell Turning (Su) A spectator’s central eye produces 
  a 90-foot cone that reflects any spell cast upon it by a 
  creature within the cone back upon its source. This 
  functions just like spell turning (caster level 6th). Up to 
  one spell can be reflected per round.  
   
  G AS  S P O R E 
  CR  3 
  N Large Plant 
  Init -3; Senses all-around vision, low light vision; Listen 
  +0, Spot +4 
  Languages None  
  AC 6, touch 6, flat-footed 6 
   (-1 size, -3 Dex) 
  hp 38 (10 HD) 
  Fort +4, Ref +0, Will +3 
  Speed 5 ft. (1 square), fly 20 ft. (poor) 
  Melee slam +9 (1d6+4 and spores) 
  Space 10 ft.; Reach 5 ft. 
  Base Atk +7; Grp +14  
  Special Actions death throes, infestation 
  Abilities Str 16, Dex 4, Con 4, Int -, Wis 10, Cha 1 
  SQ beholder camouflage, flight 
  Skills Disguise –5 (+15 imitating beholders), Search +4, 
  Spot +4 
  Death Throes (Ex) A gas spore reduced to 0 or few hit 
  points immediately explodes in a powerful burst of 
  spores and foul-smelling gas. This blast affects all 
  ULP8-03 The Mind of a Spyder 
   
  Page 38 
  
  creatures in a 10-foot radius, dealing them 6d6 points 
  of sonic damage and exposing them to the spores 
  (see Infestation, below). A DC 10 Reflex save halves 
  the damage. The save DC is Constitution-based. The 
  spores are dispersed in this explosion and cannot be 
  harvested thereafter. 
  Infestation (Ex) Any living nonplant creature that is 
  damaged by a gas spore’s slam attack or its death 
  throes must immediately succeed on a DC 12 
  Fortitude save or become infested with spores. An 
  infested creature takes 1d4 points of Constitution 
  damage upon becoming infested and an additional 
  1d4 points of Constitution damage every hour that 
  follows as the spores rapidly grow and consume 
  flesh. The save DC is Constitution-based. 
  All-Around Vision (Ex) A gas spore can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Beholder Camouflage (Ex) A gas spore’s appearance 
  is so clever that it gains a +20 racial bonus on 
  Disguise checks to appear as a beholder. 
  Flight (Ex) A gas spore’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  ENCOUNTER 6 
   
   
   
   
  G R I M LO C K 
  CR  11 
  Grimlock Male Brb1/Ftr2/Rng2/Scout5/Dervish1 
  NE Medium Monstrous Humanoid 
  Init +13; Senses Listen +10, Spot +10, blindsight 40 ft. 
  Languages Common, Grimlock, Undercommon 
  AC 20, touch 14, flat-footed 17 
   (+3 Dex, +1 class, +2 armor, +4 natural) 
  hp 115 (13 HD) 
  Immune gaze attacks, visual effects, illusions 
  Fort +13, Ref +15, Will +5 
  Speed 50 ft. (10 squares) 
  Melee 
  battleaxe 
  +18/+13/+8 
  (1d8+6 
  plus 
  1d6 
  electricity/x3) 
  Melee 
  battleaxe 
  +16/+11/+6 
  (1d8+6 
  plus 
  1d6 
  electricity/x3) and handaxe +16/+11 (1d6+3/x3) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +11; Grp +15  
  Atk Options dervish dance (1/day), favored enemy 
  (humanoid: dwarf), rage (1/day), skirmish (+2d6/+1 
  AC) 
  Combat Gear torc of titans 
  Abilities Str 20, Dex 17, Con 16, Int 13, Wis 8, Cha 5 
  SQ battle fortitude +1, blindsight 40 ft., evasion, fast 
  movement, movement mastery, scent, trackless step, 
  trapfinding, uncanny dodge, wild empathy 
  Feats Combat Expertise, Dodge, Dual Strike, Improved 
  Initiative B, Improved Two-Weapon Fighting, Mobility, 
  Track B, Two-Weapon Fighting B, Weapon Focus 
  (battleaxe), Weapon Focus (handaxe)  
  Skills Balance +10, Climb +10, Hide +26, Jump +10, 
  Knowledge (dungeoneering) +2, Knowledge (nature) 
  +2, Listen +10, Move Silently +16, Perform (dance) 
  +3, Spot +10, Swim +1, Tumble +19 
  Possessions combat gear plus masterwork leather 
  armor, +1 eager battleaxe, lesser crystal of energy 
  assault (electricity), +1 warning handaxe, handaxe 
  Blindsight (Ex) Grimlocks can sense all foes within 40 
  feet as a sighted creature would. Beyond that range, 
  they treat all targets as having total concealment. 
   
  Grimlocks are susceptible to sound- and scent-
  based attacks, however, and are affected normally by 
  loud noises and sonic spells (such as ghost sound or 
  silence) and overpowering odors (such as stinking 
  cloud or incense-heavy air). Negating a grimlock’s 
  sense of smell or hearing reduces this ability to 
  normal Blind-Fight (as the feat). If both these senses 
  are negated, a grimlock is effectively blinded. 
  Dervish Dance (Ex) A dervish can become a whirling 
  dancer of death a certain number of times per day. 
  While in this dervish dance, he can take a full attack 
  action (for melee attacks only) and still move up to his 
  speed. However, the dervish must move a minimum 
  of 5 feet between each attack when using this ability, 
  and he cannot return to a square he just exited 
  (though he may return to that square later during his 
  full attack). The dervish is subject to attacks of 
  opportunity while dancing, but may tumble normally 
  as part of his move. A dervish prevented from 
  completing his move is also prevented from finishing 
  his full attack. 
   
  If a dervish wields a slashing weapon while in a 
  dervish dance, he gains a bonus on his attack and 
  damage rolls. This bonus is +1 at 1st level, and it 
  increases by an extra +1 at every odd-numbered 
  level thereafter. 
   
  A dervish may only perform a dervish dance while 
  wielding a slashing weapon. He cannot perform a 
  dervish dance in any armor heavier than light or if he 
  is using a shield. While dancing, a dervish cannot use 
  skills or abilities that involve concentration or require 
  her to remain still, such as Move Silently, Hide, or 
  Search. A dervish can use the Combat Expertise feat 
  while in a dance. A dervish cannot perform a dervish 
  dance while under the effect of a rage or frenzy 
  ability. 
   
  A dervish can perform a dervish dance only once 
  per encounter. A dervish dance lasts 1 round for 
  every two ranks of Perform (dance) that the character 
  has (3 rounds). At the end of the dervish dance, the 
  character becomes fatigued for the duration of the 
  encounter. 
  Skirmish (Ex) A scout relies on mobility to deal extra 
  damage and improve his defense. He deals an extra 
  1d6 points of damage on all attacks he makes during 
  any round in which he moves at least 10 feet. The 
  extra damage applies only to attacks taken during the 
  scout’s turn. This extra damage increases by 1d6 for 
  every four levels gained above 1st. 
   
  The extra damage only applies against living 
  creatures that have a discernible anatomy. Undead, 
  constructs, oozes, plants, incorporeal creatures, and 
  creatures immune to extra damage from critical hits 
  are not vulnerable to this additional damage. The 
  ULP8-03 The Mind of a Spyder 
   
  Page 39 
  
  scout must be able to see the target well enough to 
  pick out a vital spot and must be able to reach such a 
  spot. Scouts can apply this extra damage to ranged 
  attacks made while skirmishing, but only if the target 
  is within 30 feet. 
   
  At 3rd level, a scout gains a +1 competence bonus 
  to Armor Class during any round in which she moves 
  at least 10 feet. The bonus applies as soon as the 
  scout has moved 10 feet, and lasts until the start of 
  her next turn. This bonus improves by 1 for every four 
  levels gained above 3rd. 
   
  A scout loses this ability when wearing medium or 
  heavy armor or when carrying a medium or heavy 
  load. If he gains the skirmish ability from another 
  class, the bonuses stack. 
  Movement Mastery (Ex): A dervish is so certain of his 
  movements that he is unaffected by adverse 
  conditions. When making a Jump, Perform (dance), 
  or Tumble check, he may take 10 even if stress and 
  distraction would normally prevent him from doing so. 
  Skills A grimlock’s dull gray skin helps it hide in its 
  native terrain, conferring a +10 racial bonus on Hide 
  checks when in mountains or underground. 
   
  D E R R O  S O R8 
  CR  11 
  CE Small monstrous humanoid 
  Init +6; Senses Listen -3, Spot -3 
  Languages Undercommon  
  AC 19, touch 13, flat-footed 17 
   (+1 size, +2 Dex, +4 armor, +2 natural) 
  hp 59 (11 HD) 
  SR 15 
  Fort +5, Ref +10, Will +15 
  Weakness vulnerability to sunlight 
  Speed 20 ft. (4 squares) 
  Melee dagger +7/+2 (1d3 plus poison/19-20) 
  Ranged dagger +9 (1d3 plus poison/19-20) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +7; Grp +3 
  Atk Options poison-use, spell-like abilities, sneak attack 
  +1d6 
  Combat Gear arcanist’s glove, rod of silence, potion of 
  eagle’s splendor 
  Sorcerer Spells Known (CL 8th): 
   4th (4/day)—confusion (DC 22) 
   3rd (6/day)—haste, ray of dizziness (+9 ranged 
  touch) 
   2nd (8/day)— ray of stupidity (+9 ranged touch), sting 
  ray (+9 ranged touch; DC 20), Tasha’s hideous 
  laughter (DC 20) 
   1st (8/day)—charm person (DC 19), distract assailant 
  (DC 19), mage armor�, ray of enfeeblement (+9 
  ranged touch), shock and awe 
   0 (6/day)—acid splash (+9 ranged touch), arcane 
  mark, daze (DC 18), detect magic, detect poison, 
  flare (DC 16), ray of frost (+9 ranged touch), read 
  magic 
  �Already cast 
  Spell-Like Abilities (CL 11th): 
   At Will—darkness, ghost sound 
   1/day—daze (DC 16), sound burst (DC 18) 
  Abilities Str 10, Dex 14, Con 14, Int 10, Wis 4, Cha 23 
  SQ madness, spell resistance 15, vulnerability to 
  sunlight 
  Feats Blind-Fight, Greater Spell Focus (enchantment), 
  Improved Initiative, Spell Focus (enchantment) 
  Skills Concentration +10, Hide +16, Move Silently +12, 
  Spellcraft +8 
  Possessions combat gear plus 4 daggers, spell 
  component pouch (2), weasel familiar 
  Madness (Ex) Derro use their Charisma modifier on Will 
  saves instead of their Wisdom modifier, and have 
  immunity to confusion and insanity effects. A derro 
  cannot be restored to sanity by any means short of a 
  miracle or wish spell. 
  Poison Use (Ex) Applied to their crossbow bolts is 
  Medium monstrous spider venom (DC 14 Fortitude 
  save resists, 1d4 Str/1d4 Str). 
  Sneak Attack (Ex) Any time a derro’s opponent is 
  denied his Dexterity bonus to AC, or if a derro flanks 
  his opponent, he deals an extra 1d6 points of 
  damage. This ability is just like the rogue’s sneak 
  attack and subject to the same limitations. 
  Vulnerability to Sunlight (Ex) A derro takes 1 point of 
  Constitution damage for every hour it is exposed to 
  sunlight, and it dies if its Constitution score reaches 
  0. Lost Constitution points are recovered at the rate 
  of 1 per every 24-hour period spent underground or 
  otherwise sheltered from the sun. 
  Skills Derro have a +4 racial bonus on Hide and Move 
  Silently checks. 
   
  D E R R O  B RD3/M AR5 
  CR  11 
  CE Small monstrous humanoid 
  Init +6; Senses Listen -3, Spot +0 
  Languages Undercommon  
  AC 18, touch 13, flat-footed 16 
   (+1 size, +2 Dex, +3 armor, +2 natural) 
  hp 78 (11 HD) 
  SR 15 
  Fort +8, Ref +9, Will +16 
  Weakness vulnerability to sunlight 
  Speed 20 ft. (4 squares) 
  Melee longsword +8/+3 (1d6 plus poison/19-20) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +8; Grp +4 
  Atk Options fascinate, grant move action (1/day), 
  inspire courage +1, poison-use, spell-like abilities, 
  sneak attack +1d6 
  Special Actions minor aura, major aura 
  Combat Gear rearguard’s cape, potion of eagle’s 
  splendor 
  Bard Spells Known (CL 3rd): 
   1st (3/day)—grease (DC 17), inspirational boost, 
  phantom threat (DC 17) 
   0 (3/day)—dancing light, detect magic, flare (DC 16), 
  lullaby (DC 16), message, resistance 
  Spell-Like Abilities (CL 11th): 
   At Will—darkness, ghost sound 
   1/day—daze (DC 16), sound burst (DC 18) 
  Abilities Str 10, Dex 14, Con 14, Int 10, Wis 4, Cha 23 
  ULP8-03 The Mind of a Spyder 
   
  Page 40 
  
  ULP8-03 The Mind of a Spyder 
   
  Page 41 
  SQ bardic knowledge, bardic music, countersong, 
  inspire competence, madness, spell resistance 15, 
  vulnerability to sunlight 
  Feats Blind-Fight, Extra Music, Improved Initiative, 
  Lingering Song, Skill Focus (diplomacy)B 
  Skills Concentration +10, Diplomacy +9, Hide +15, 
  Move Silently +11, Perform (singing) +20, Spellcraft 
  +3, Spot +0 
  Possessions combat gear plus masterwork studded 
  leather armor, masterwork longsword 
  Madness (Ex) Derro use their Charisma modifier on Will 
  saves instead of their Wisdom modifier, and have 
  immunity to confusion and insanity effects. A derro 
  cannot be restored to sanity by any means short of a 
  miracle or wish spell. 
  Poison Use (Ex) Applied to their crossbow bolts is 
  Medium monstrous spider venom (DC 14 Fortitude 
  save resists, 1d4 Str/1d4 Str). 
  Sneak Attack (Ex) Any time a derro’s opponent is 
  denied his Dexterity bonus to AC, or if a derro flanks 
  his opponent, he deals an extra 1d6 points of 
  damage. This ability is just like the rogue’s sneak 
  attack and subject to the same limitations. 
  Vulnerability to Sunlight (Ex) A derro takes 1 point of 
  Constitution damage for every hour it is exposed to 
  sunlight, and it dies if its Constitution score reaches 
  0. Lost Constitution points are recovered at the rate 
  of 1 per every 24-hour period spent underground or 
  otherwise sheltered from the sun. 
  Minor Aura: A minor aura lets allies within 60 feet 
  (including himself) add the marshal’s Charisma bonus 
  (+6) to certain rolls, when he is not dazed, 
  unconscious, 
  stunned, 
  paralyzed, 
  or 
  otherwise 
  unable to be heard or understood by allies: 
   
  Motivate 
  Dexterity: 
  Circumstance 
  bonus 
  on 
  Dexterity 
  checks, 
  Dexterity-based 
  checks 
  and 
  initiative checks. 
   
  Master of Tactics: Circumstance bonus on damage 
  rolls when flanking. 
   
  Force of Will: Circumstance bonus on Will saves. 
  Major Aura: A major aura lets allies within 60 feet 
  (including himself) add a +1 circumstance bonus to 
  certain rolls. 
   
  Motivate Attack: Bonus on melee attack rolls. 
   
  Motivate Ardor: Bonus on damage rolls. 
  Skills Derro have a +4 racial bonus on Hide and Move 
  Silently checks. 
   
   
   
   
   
  
  APPENDIX 4 – APL 14 
   
  ENCOUNTER 3 
   
   
   
   
  T I P UL M I E J DO N,  D O P P E L G AN G E R  F TR1/D R AG O N  
  S HAM AN8  (R E D) 
  CR  12 
  CN Medium Monstrous Humanoid (Shapechanger) 
  Init +7; Senses Listen +1, Spot +3 
  Languages Common, Draconic  
  AC 25, touch 11, flat-footed 24 
   (+1 Dex, +9 armor, +5 natural) 
  hp 143 (13 HD) 
  Immune sleep, charm, and paralysis effects 
  Fort +14, Ref +7, Will +13 
  Speed 30 ft. (6 squares) 
  Melee great sword +16/+10/+6 (2d6+5 plus 1d6 acid 
  plus -1 to AC/19-20) or slam +9 (1d6+3) [only in 
  natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +11; Grp +11  
  Atk Options breath weapon (4d6; 15-ft. cone), detect 
  thoughts 
  Abilities Str 16, Dex 12, Con 20, Int 12, Wis 12, Cha 16 
  SQ change shape, draconic aura +2, draconic resolve, 
  totem dragon (red), touch of vitality (heal wounds) 
  Feats Blooded, Cleave, Improved Initiative, Power 
  Attack, Skill Focus (bluff)B, Skill Focus (jump)B, 
  Toughness, Weapon Focus (great sword) 
  Skills Appraise +5, Bluff +25*, Climb +4, Diplomacy 
  +10, Disguise +24* (+26 acting), Intimidate +14, 
  Jump +15, Search +5, Spot +3 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions +1 glamoured mithral full plate armor, +1 
  greatsword, greater crystal of energy assault (acid)  
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 19 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Draconic Aura (Su): Tipul channels the mighty powers 
  of dragonkin to project an aura that grants him and 
  nearby allies a special benefit. 
   
  Projecting an aura is a swift action, and he can only 
  project one draconic aura at a time. An aura remains 
  in effect until he uses a free action to dismiss it or he 
  activates another aura in its place. He can have a 
  draconic aura active continually; thus, an aura can be 
  in effect at the start of an encounter even before he 
  takes his first turn. 
   
  Unless otherwise noted, his draconic aura affects all 
  allies within 30 feet (including himself) with line of 
  effect to him. His aura is dismissed if he becomes 
  unconscious or is slain, but otherwise it remains in 
  effect even if he is incapable of acting. 
   
  The bonus granted by the aura is +2. Known auras 
  as: 
   
  Energy Shield: Any creature striking Tipul or any of 
  his allies with a natural attack or a nonreach melee 
  weapon is dealt 2 points of fire damage for each point 
  of his aura bonus. 
   
  Power: Bonus on melee damage rolls equal to 
  Tipul’s aura bonus. 
   
  Presence: 
  Bonus 
  on 
  Bluff, 
  Diplomacy, 
  and 
  Intimidate checks equal to Tipul’s aura bonus. 
   
  Resistance: Resistance to Tipul’s totem dragon’s 
  energy type (fire) equal to 5 X his aura bonus. 
   
  Senses: Bonus on Listen and Spot checks, as well 
  as on initiative checks, equal to Tipul’s aura bonus. 
   
  Toughness: DR 1/magic for each point of Tipul’s 
  aura bonus. 
  Totem Dragon: Tipul has selected red as his totem 
  dragon. He gains Appraise, Bluff, and Jump as class 
  skills. 
  Draconic 
  Adaptation 
  (Ex): 
  Tipul 
  gains 
  a 
  +5 
  competence bonus on Appraise and Search checks 
  (always active). 
  Breath Weapon (Su): At 4th level, Tipul gains a breath 
  weapon corresponding to his totem dragon. The 
  breath weapon deals 4d6 points of fire damage. A 
  successful Reflex save (DC 19) halves the damage 
  dealt. Just like a true dragon, once Tipul breathes he 
  must wait 1d4 rounds before he can use his breath 
  weapon again. 
   
  Cone-shaped breath weapons extend out to 15 feet. 
  Draconic Resolve (Ex): At 4th level, Tipul gains 
  immunity to paralysis and sleep effects. He also 
  becomes immune to the frightful presence of 
  dragons. 
  Touch of Vitality (Su): At 6th level, Tipul can heal the 
  wounds of living creatures (his or those of others) by 
  touch. Each day he can heal a number of points of 
  damage equal to twice his class level X his Charisma 
  bonus (48). He can choose to divide his healing 
  among multiple recipients, and he doesn’t have to 
  use it all at once. Using his touch of vitality is a 
  standard action. It has no effect on undead. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  ULP8-03 The Mind of a Spyder 
   
  Page 42 
  
  S U B P I  I W I V T,  D O P P E L G AN G E R  W I Z8 CR  11 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +7; Senses Listen +10, Spot +3 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 21, touch 13, flat-footed 18 
   (+3 Dex, +4 armor, +4 natural) 
  hp 75 (12 HD) 
  Immune sleep and charm effects 
  Fort +8, Ref +9, Will +13 
  Speed 30 ft. (6 squares) 
  Melee slam +8 (1d6) [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +8; Grp +8  
  Atk Options detect thoughts 
  Wizard Spells Prepared (CL 6th): 
   4th—confusion (DC 19), confusion (DC 19), crushing 
  despair (DC 19) 
   3rd—deep slumber (DC 18), haste, hold person (DC 
  18), suggestion (DC 18) 
   2nd—glitterdust (DC 15), Tasha’s Hideous Laughter 
  (DC 17), Tasha’s Hideous Laughter (DC 17), touch 
  of idiocy (+7 touch attack) 
   1st—charm person (DC 16), hypnotism (DC 16), 
  hypnotism (DC 16), mage armor� 
   0—daze (DC 15), daze (DC 15), detect magic, 
  resistance 
  �Already cast 
  Abilities Str 10, Dex 16, Con 16, Int 18, Wis 16, Cha 16 
  SQ change shape 
  Feats 
  Great 
  Fortitude, 
  Greater 
  Spell 
  Focus 
  (enchantment), Heighten Spell B, Improved Initiative, 
  Scribe Scroll B, Spell Focus (enchantment) 
  Skills Bluff +14*, Concentration +5, Decipher Script 
  +10, Diplomacy +14, Disguise +24* (+26 acting), 
  Knowledge 
  (arcana) 
  +15, 
  Knowledge 
  (dungeoneering) +10, Knowledge (local) +10, Listen 
  +10, Sense Motive +10, Spellcraft +17 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions spell component pouch (2) 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 18 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  M I V T E J D Y F  
  AS S I V,  
  D O P P E L G AN G E R  
  S W AS H B U C K L E R8 
  CR  11 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +10; Senses Listen +11, Spot +11 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 22, touch 15, flat-footed 17; Dodge, Dodge Bonus 
   (+5 Dex, +3 armor, +4 natural) 
  hp 111 (12 HD) 
  Immune sleep and charm effects 
  Fort +10, Ref +11, Will +8 
  Speed 30 ft. (6 squares) 
  Melee rapier +19/+14/+9 (1d6+4/15-20) or slam +12 
  (1d6) [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +12; Grp +12  
  Atk 
  Options 
  detect 
  thoughts, 
  acrobatic 
  charge, 
  improved flanking 
  Abilities Str 10, Dex 20, Con 16, Int 16, Wis 14, Cha 14 
  SQ change shape 
  Feats Blooded, Dodge, Improved Initiative, Mobility, 
  Weapon Focus (rapier), Weapon Finesse B 
  Skills Balance +17, Bluff +15*, Climb +10, Diplomacy 
  +11, Disguise +23* (+25 acting), Jump +17, Listen 
  +11, Spot +11, Tumble +22 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions +1 glamoured leather armor, +1 keen 
  spell storing rapier [hold person (DC 13)] 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 17 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Dodge Bonus (Ex): A swashbuckler is trained at 
  focusing his defenses on a single opponent in melee. 
  During his action, he may designate an opponent and 
  receive a +1 dodge bonus to Armor Class against 
  melee attacks from that opponent. He can select a 
  new opponent on any action. He need not designate 
  the same target for this ability as for the Dodge feat. 
  (If he designates the same target, the bonuses 
  stack.) 
  Acrobatic Charge (Ex): A swashbuckler may charge 
  over difficult terrain that normally slows movement or 
  allies blocking his path. This ability enables him to run 
  down steep stairs, leap down from a balcony, or 
  tumble over tables to get to her target. 
  Improved Flanking (Ex): A swashbuckler of 8th level or 
  higher who is flanking an opponent gains a +4 bonus 
  on attacks instead of a +2 bonus on attacks. (Other 
  ULP8-03 The Mind of a Spyder 
   
  Page 43 
  
  characters flanking with the swashbuckler don’t gain 
  this increased bonus). 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
   
  P U Z P O L  
  AV V E R,  
  D O P P E L G AN G E R  
  M AR S H AL8
   
  CR  11 
  N Medium Monstrous Humanoid (Shapechanger) 
  Init +0; Senses Listen +15, Spot +15 
  Languages Common, Dwarven, Elven, Undercommon  
  AC 19, touch 10, flat-footed 19 
   (+5 armor, +4 natural) 
  hp 99 (12 HD) 
  Immune sleep and charm effects 
  Fort +12, Ref +8, Will +12 
  Speed 20 ft. (4 squares) 
  Melee longsword +12/+7 (1d8+1/19-20) or slam +10 
  (1d6) [only in natural form] 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +10; Grp +10  
  Atk Options detect thoughts 
  Special Actions minor aura, major aura, grant move 
  action (2/day) 
  Abilities Str 10, Dex 10, Con 16, Int 16, Wis 10, Cha 22 
  SQ change shape 
  Feats Diehard, Endurance, Great Fortitude, Iron Will, 
  Lightning Reflexes, Skill Focus (diplomacy)B 
  Skills Bluff +25*, Diplomacy +24, Disguise +35* (+37 
  acting), Intimidate +13, Listen +15, Sense Motive 
  +10, Spot +15 
  *A doppelganger gains a further +4 circumstance bonus 
  on Bluff and Disguise checks if it can read it’s 
  opponent’s mind. 
  Possessions +1 glamoured breastplate armor, +1 
  longsword 
  Change Shape (Su): A doppelganger can assume the 
  shape of any Small or Medium humanoid. In 
  humanoid form, the doppelganger loses its natural 
  attacks. A doppelganger can remain in its humanoid 
  form until it chooses to assume a new one. A change 
  in form cannot be dispelled, but a doppelganger 
  reverts to its natural form when killed. A true seeing 
  spell or ability reveals its natural form. 
  Detect 
  Thoughts 
  (Su): 
  A 
  doppelganger 
  can 
  continuously use detect thoughts as the spell (caster 
  level 18th; Will DC 22 negates). It can suppress or 
  resume this ability as a free action. The save DC is 
  Charisma-based. 
  Minor Aura: A minor aura lets allies within 60 feet 
  (including herself) add the marshal’s Charisma bonus 
  (+6) to certain rolls, when she is not dazed, 
  unconscious, 
  stunned, 
  paralyzed, 
  or 
  otherwise 
  unable to be heard or understood by allies: 
   
  Motivate 
  Charisma: 
  Circumstance 
  bonus 
  on 
  Charisma checks and Charisma-based checks. 
   
  Master of Tactics: Circumstance bonus on damage 
  rolls when flanking. 
   
  Accurate Strike: Bonus on rolls made to confirm 
  critical hits. 
   
  Master of Opportunity: Bonus to Armor Class 
  against attacks of opportunity. 
  Major Aura: A major aura lets allies within 60 feet 
  (including herself) add a +2 circumstance bonus to 
  certain rolls. 
   
  Resilient Troops: Bonus on all saves. 
   
  Motivate Attack: Bonus on melee attack rolls. 
  Grant Move Action (Ex): Starting at 4th level, a marshal 
  can direct and motivate his allies to act immediately. 
  Once per day, as a standard action, she may grant 
  an extra move action to any or all of her allies within 
  30 feet (but not to herself). Each of the affected allies 
  takes this extra move action immediately, acting in 
  their current initiative order. This extra actions does 
  not affect the allies’ initiative count, the round 
  continues normally after the marshal’s turn is over. 
   
  At 8th level, a marshal gains the ability to grant an 
  extra move action to his allies twice per day. 
  Skills A doppelganger has a +4 racial bonus on Bluff 
  and Disguise checks. *When using its change shape 
  ability, a doppelganger gets an additional +10 
  circumstance bonus on Disguise checks (already 
  factored into stat blocks). If it can read an opponent’s 
  mind, it gets a further +4 circumstance bonus on Bluff 
  and Disguise checks. 
  ENCOUNTER 5 
   
   
   
   
  D I RE CTO R 
  CR  8 
  LE Large Aberration 
  Init +1; Senses all-around vision, darkvision 60 ft.; 
  Listen +14, Spot +18 
  Languages Beholder, Common  
  AC 24, touch 14, flat-footed 23 
   (-1 size, +1 Dex, +4 deflection, +10 natural) 
  hp 66 (8 HD) 
  SR 16 
  Fort +5, Ref +7, Will +7 
  Speed 5 ft. (1 square), fly 20 ft. (good) 
  Melee 3 tentacles +6 (1d6) and 
  Melee bite +4 (1d8) and 
  Ranged eye rays +6 ranged touch (see below) 
  Space 10 ft.; Reach 5 ft. 
  Base Atk +6; Grp +11  
  Atk Options eye rays 
  Combat Gear ring of divergence (acid), lens of ray 
  chaining 
  Abilities Str 12, Dex 12, Con 16, Int 15, Wis 12, Cha 19 
  SQ deflection, flight, verminbound 
  Feats Alertness B, Mounted Archery, Mounted Combat, 
  Multiattack  
  Skills Handle Animal +23, Listen +14, Ride +22, Search 
  +6, Spot +18 
  Possessions combat gear 
  Eye Rays (Su) During a single round, a director can aim 
  only two eye rays at targets in any one 90 degree arc 
  (up, forward, backward, left, right, or down). 
  ULP8-03 The Mind of a Spyder 
   
  Page 44 
  
   A director’s eye rays have a range of 120 feet and a 
  save DC of 18 (caster level 8th). The save DCs are 
  Charisma-based. The six eye rays include: 
   Burning Ray: The target takes 2d6 points of fire 
  damage. 
   Enervation: The target must succeed on a Fortitude 
  save or gain a negative level. An affected creature 
  regains the lost level after 8 hours. 
   Force Missile: The target takes 2d6 points of force 
  damage. 
   Freezing Ray: The target takes 2d6 points of cold 
  damage. 
  Minor Image: This works like the spell. Directors use 
  this effect to create illusory distractions to draw off 
  attacks from their enemies. 
   Slow: This works like the spell, except that it affects 
  one creature. The target can make a Will save to 
  negate the effect. 
  Deflection (Su) A director’s central eye emits a strange, 
  invisible field of force that surrounds the creature’s 
  body. This field grants a deflection bonus to their 
  Armor Class and a Reflex saving throw bonus equal 
  to the director’s Charisma bonus. 
  All-Around Vision (Ex) A spectator can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Flight (Ex) A director’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  Verminbond (Su) As a full-round action, a director can 
  attempt to dominate a creature of the vermin type 
  that it hits with a melee touch attack. The touched 
  vermin can make a DC 18 Will save to negate this 
  effect. This save DC is Charisma-based. Normally, 
  vermin are immune to mind-affecting spells and 
  abilities, but the director’s vermindbond ability 
  overcomes this immunity. 
   This effect is permanent, as long as the director 
  remains in physical contact with the vermin. Typically, 
  a director uses the vermin as a mount, using its 
  tentacles to grip the vermin just behind the head. 
  Monstrous centipedes and scorpions are favorite 
  choices, but the director can control any vermin with 
  this ability. 
   While the verminbond is in effect, the director can 
  control the vermin’s actions by making successful 
  Ride checks; bonded vermin count as warhorses for 
  the purpose of directing their actions in combat. 
   As long as this effect remains, the bonded vermin 
  gains the benefits of the director’s deflection ability. 
  More important, both director and mount take half 
  damage from all wounds and attacks that deal hit 
  point damage. The amount of damage not taken by 
  one creature is taken by the other. 
  Skills Directors gain a +8 racial bonus on all Handle 
  Animal and Ride checks 
   
  S P E C T AT O R 
  CR  4 
  LN Medium Aberration (Extraplanar) 
  Init +5; Senses all-around vision, darkvision 60 ft.; 
  Listen +3, Spot +14 
  Languages Beholder, Common  
  AC 16, touch 11, flat-footed 15 
   (+1 Dex, +5 natural) 
  hp 30 (4 HD) 
  Resist spell turning; SR 12 
  Fort +3, Ref +2, Will +5 
  Speed 5 ft. (1 square), fly 20 ft. (good) 
  Melee bite +3 (1d6) and 
  Ranged eye rays +4 ranged touch attack (see below) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +3; Grp +3  
  Atk Options eye rays, spell-like abilities 
  Spell-Like Abilities (CL 6th): 
   3/day—create food and water 
   1/day—plane shift (DC 17) 
  Abilities Str 10, Dex 12, Con 14, Int 14, Wis 12, Cha 15 
  SQ flight, planar fast healing, spell turning 
  Feat Alertness B, Flyby Attack, Improved Initiative 
  Skills Knowledge (the planes) +9, Listen +3, Search 
  +13, Sense Motive +8, Spot +14, Survival +1 (+3 
  following tracks) 
  Eye Rays (Su) Each of a spectator’s four small eyes 
  can produce a magical ray once per round as a free 
  action. During a single round, it can aim only one eye 
  ray at targets in any one 90-degree arc (up, forward, 
  backward, left, right, or down). Each ray has a range 
  of 60 feet and a save DC of 14 (caster level 6th). The 
  save DCs are Charisma-based. The four eye rays 
  include: 
   Fatigue: The target must make a Fortitude save or 
  become fatigued. A fatigued creature that fails to 
  save against this effect becomes exhausted. 
   Inflict Moderate Wounds: This ray works like the spell, 
  causing 2d8+6 points of damage (Will half). 
   Hold Monster: The target must succeed on a Will save 
  or be affected as though by the spell. 
   Telepathy: 
  A 
  spectator 
  can 
  communicate 
  telepathically with its target for the round. As a free 
  action, a spectator can make a suggestion (as the 
  spell; Will negates) to any creature it is currently 
  telepathically speaking to. 
  All-Around Vision (Ex) A spectator can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Flight (Ex) A spectator’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  Planar Fast Healing (Ex) While on Mechanus, a 
  spectator has fast healing 3. 
  Spell Turning (Su) A spectator’s central eye produces 
  a 90-foot cone that reflects any spell cast upon it by a 
  creature within the cone back upon its source. This 
  functions just like spell turning (caster level 6th). Up to 
  one spell can be reflected per round.  
   
  G AS  S P O R E 
  CR  3 
  N Large Plant 
  ULP8-03 The Mind of a Spyder 
   
  Page 45 
  
  Init -3; Senses all-around vision, low light vision; Listen 
  +0, Spot +4 
  Languages None  
  AC 6, touch 6, flat-footed 6 
   (-1 size, -3 Dex) 
  hp 38 (10 HD) 
  Fort +4, Ref +0, Will +3 
  Speed 5 ft. (1 square), fly 20 ft. (poor) 
  Melee slam +9 (1d6+4 and spores) 
  Space 10 ft.; Reach 5 ft. 
  Base Atk +7; Grp +14  
  Special Actions death throes, infestation 
  Abilities Str 16, Dex 4, Con 4, Int -, Wis 10, Cha 1 
  SQ beholder camouflage, flight 
  Skills Disguise –5 (+15 imitating beholders), Search +4, 
  Spot +4 
  Death Throes (Ex) A gas spore reduced to 0 or few hit 
  points immediately explodes in a powerful burst of 
  spores and foul-smelling gas. This blast affects all 
  creatures in a 10-foot radius, dealing them 6d6 points 
  of sonic damage and exposing them to the spores 
  (see Infestation, below). A DC 10 Reflex save halves 
  the damage. The save DC is Constitution-based. The 
  spores are dispersed in this explosion and cannot be 
  harvested thereafter. 
  Infestation (Ex) Any living nonplant creature that is 
  damaged by a gas spore’s slam attack or its death 
  throes must immediately succeed on a DC 12 
  Fortitude save or become infested with spores. An 
  infested creature takes 1d4 points of Constitution 
  damage upon becoming infested and an additional 
  1d4 points of Constitution damage every hour that 
  follows as the spores rapidly grow and consume 
  flesh. The save DC is Constitution-based. 
  All-Around Vision (Ex) A gas spore can see in all 
  directions at once. Because of this, it gains a +4 
  racial bonus on Search and Spot checks, and it 
  cannot be flanked. 
  Beholder Camouflage (Ex) A gas spore’s appearance 
  is so clever that it gains a +20 racial bonus on 
  Disguise checks to appear as a beholder. 
  Flight (Ex) A gas spore’s body is naturally buoyant. This 
  buoyancy allows it to fly at a speed of 20 feet. This 
  buoyancy also grants it a permanent feather fall effect 
  (as the spell) with personal range. 
  ENCOUNTER 6 
   
   
   
   
  G R I M LO C K 
  CR  11 
  Grimlock Male Brb1/Ftr2/Rng2/Scout5/Dervish1 
  NE Medium Monstrous Humanoid 
  Init +13; Senses Listen +10, Spot +10, blindsight 40 ft. 
  Languages Common, Grimlock, Undercommon 
  AC 20, touch 14, flat-footed 17 
   (+3 Dex, +1 class, +2 armor, +4 natural) 
  hp 115 (13 HD) 
  Immune gaze attacks, visual effects, illusions 
  Fort +13, Ref +15, Will +5 
  Speed 50 ft. (10 squares) 
  Melee 
  battleaxe 
  +18/+13/+8 
  (1d8+6 
  plus 
  1d6 
  electricity/x3) 
  Melee 
  battleaxe 
  +16/+11/+6 
  (1d8+6 
  plus 
  1d6 
  electricity/x3) and handaxe +16/+11 (1d6+3/x3) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +11; Grp +15  
  Atk Options dervish dance (1/day), favored enemy 
  (humanoid: dwarf), rage (1/day), skirmish (+2d6/+1 
  AC) 
  Combat Gear gloves of fortunate striking, torc of titans 
  Abilities Str 20, Dex 17, Con 16, Int 13, Wis 8, Cha 5 
  SQ battle fortitude +1, blindsight 40 ft., evasion, fast 
  movement, movement mastery, scent, trackless step, 
  trapfinding, uncanny dodge, wild empathy 
  Feats Combat Expertise, Dodge, Dual Strike, Improved 
  Initiative B, Improved Two-Weapon Fighting, Mobility, 
  Track B, Two-Weapon Fighting B, Weapon Focus 
  (battleaxe), Weapon Focus (handaxe)  
  Skills Balance +10, Climb +10, Hide +26, Jump +10, 
  Knowledge (dungeoneering) +2, Knowledge (nature) 
  +2, Listen +10, Move Silently +16, Perform (dance) 
  +3, Spot +10, Swim +1, Tumble +19 
  Possessions combat gear plus masterwork leather 
  armor, +1 eager battleaxe, lesser crystal of energy 
  assault (electricity), +1 warning handaxe, handaxe 
  Blindsight (Ex) Grimlocks can sense all foes within 40 
  feet as a sighted creature would. Beyond that range, 
  they treat all targets as having total concealment. 
   
  Grimlocks are susceptible to sound- and scent-
  based attacks, however, and are affected normally by 
  loud noises and sonic spells (such as ghost sound or 
  silence) and overpowering odors (such as stinking 
  cloud or incense-heavy air). Negating a grimlock’s 
  sense of smell or hearing reduces this ability to 
  normal Blind-Fight (as the feat). If both these senses 
  are negated, a grimlock is effectively blinded. 
  Dervish Dance (Ex) A dervish can become a whirling 
  dancer of death a certain number of times per day. 
  While in this dervish dance, he can take a full attack 
  action (for melee attacks only) and still move up to his 
  speed. However, the dervish must move a minimum 
  of 5 feet between each attack when using this ability, 
  and he cannot return to a square he just exited 
  (though he may return to that square later during his 
  full attack). The dervish is subject to attacks of 
  opportunity while dancing, but may tumble normally 
  as part of his move. A dervish prevented from 
  completing his move is also prevented from finishing 
  his full attack. 
   
  If a dervish wields a slashing weapon while in a 
  dervish dance, he gains a bonus on his attack and 
  damage rolls. This bonus is +1 at 1st level, and it 
  increases by an extra +1 at every odd-numbered 
  level thereafter. 
   
  A dervish may only perform a dervish dance while 
  wielding a slashing weapon. He cannot perform a 
  dervish dance in any armor heavier than light or if he 
  is using a shield. While dancing, a dervish cannot use 
  skills or abilities that involve concentration or require 
  her to remain still, such as Move Silently, Hide, or 
  Search. A dervish can use the Combat Expertise feat 
  while in a dance. A dervish cannot perform a dervish 
  ULP8-03 The Mind of a Spyder 
   
  Page 46 
  
  dance while under the effect of a rage or frenzy 
  ability. 
   
  A dervish can perform a dervish dance only once 
  per encounter. A dervish dance lasts 1 round for 
  every two ranks of Perform (dance) that the character 
  has (3 rounds). At the end of the dervish dance, the 
  character becomes fatigued for the duration of the 
  encounter. 
  Skirmish (Ex) A scout relies on mobility to deal extra 
  damage and improve his defense. He deals an extra 
  1d6 points of damage on all attacks he makes during 
  any round in which he moves at least 10 feet. The 
  extra damage applies only to attacks taken during the 
  scout’s turn. This extra damage increases by 1d6 for 
  every four levels gained above 1st. 
   
  The extra damage only applies against living 
  creatures that have a discernible anatomy. Undead, 
  constructs, oozes, plants, incorporeal creatures, and 
  creatures immune to extra damage from critical hits 
  are not vulnerable to this additional damage. The 
  scout must be able to see the target well enough to 
  pick out a vital spot and must be able to reach such a 
  spot. Scouts can apply this extra damage to ranged 
  attacks made while skirmishing, but only if the target 
  is within 30 feet. 
   
  At 3rd level, a scout gains a +1 competence bonus 
  to Armor Class during any round in which she moves 
  at least 10 feet. The bonus applies as soon as the 
  scout has moved 10 feet, and lasts until the start of 
  her next turn. This bonus improves by 1 for every four 
  levels gained above 3rd. 
   
  A scout loses this ability when wearing medium or 
  heavy armor or when carrying a medium or heavy 
  load. If he gains the skirmish ability from another 
  class, the bonuses stack. 
  Movement Mastery (Ex): A dervish is so certain of his 
  movements that he is unaffected by adverse 
  conditions. When making a Jump, Perform (dance), 
  or Tumble check, he may take 10 even if stress and 
  distraction would normally prevent him from doing so. 
  Skills A grimlock’s dull gray skin helps it hide in its 
  native terrain, conferring a +10 racial bonus on Hide 
  checks when in mountains or underground. 
   
  D E R R O  S O R10 
  CR  13 
  CE Small monstrous humanoid 
  Init +6; Senses Listen -3, Spot -3 
  Languages Undercommon, Common  
  AC 19, touch 13, flat-footed 17 
   (+1 size, +2 Dex, +4 armor, +2 natural) 
  hp 68 (13 HD) 
  SR 15 
  Fort +6, Ref +11, Will +16 
  Weakness vulnerability to sunlight 
  Speed 20 ft. (4 squares) 
  Melee dagger +8/+3 (1d3 plus poison/19-20) 
  Ranged dagger +10 (1d3 plus poison/19-20) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +8; Grp +4 
  Atk Options poison-use, spell-like abilities, sneak attack 
  +1d6 
  Combat Gear arcanist’s glove, rod of silence, potion of 
  eagle’s splendor 
  Sorcerer Spells Known (CL 10th): 
   5th (4/day)—dominate person (DC 24) 
   4th (6/day)—confusion (DC 23), crushing despair (DC 
  23) 
   3rd (8/day)—glitterdust (DC 20), haste, ray of 
  dizziness (+11 ranged touch) 
   2nd (8/day)— false life, ray of stupidity (+11 ranged 
  touch), sting ray (+11 ranged touch; DC 21), 
  Tasha’s hideous laughter (DC 21) 
   1st (8/day)—charm person (DC 20), distract assailant 
  (DC 20), mage armor�, ray of enfeeblement (+11 
  ranged touch), shock and awe 
   0 (6/day)—acid splash (+11 ranged touch), arcane 
  mark, daze (DC 19), detect magic, detect poison, 
  flare (DC 17), ray of frost (+11 ranged touch), read 
  magic, resistance 
  �Already cast 
  Spell-Like Abilities (CL 13th): 
   At Will—darkness, ghost sound 
   1/day—daze (DC 17), sound burst (DC 19) 
  Abilities Str 10, Dex 14, Con 14, Int 10, Wis 4, Cha 24 
  SQ madness, spell resistance 15, vulnerability to 
  sunlight 
  Feats Blind-Fight, Greater Spell Focus (enchantment), 
  Improved Initiative, Spell Focus (enchantment), 
  Weapon Focus (ray) 
  Skills Concentration +12, Hide +16, Move Silently +12, 
  Spellcraft +8 
  Possessions combat gear plus 4 daggers, spell 
  component pouch (2), weasel familiar 
  Madness (Ex) Derro use their Charisma modifier on Will 
  saves instead of their Wisdom modifier, and have 
  immunity to confusion and insanity effects. A derro 
  cannot be restored to sanity by any means short of a 
  miracle or wish spell. 
  Poison Use (Ex) Applied to their crossbow bolts is 
  Medium monstrous spider venom (DC 14 Fortitude 
  save resists, 1d4 Str/1d4 Str). 
  Sneak Attack (Ex) Any time a derro’s opponent is 
  denied his Dexterity bonus to AC, or if a derro flanks 
  his opponent, he deals an extra 1d6 points of 
  damage. This ability is just like the rogue’s sneak 
  attack and subject to the same limitations. 
  Vulnerability to Sunlight (Ex) A derro takes 1 point of 
  Constitution damage for every hour it is exposed to 
  sunlight, and it dies if its Constitution score reaches 
  0. Lost Constitution points are recovered at the rate 
  of 1 per every 24-hour period spent underground or 
  otherwise sheltered from the sun. 
  Skills Derro have a +4 racial bonus on Hide and Move 
  Silently checks. 
  D E R R O  B RD3/M AR7 
  CR  13 
  CE Small monstrous humanoid 
  Init +6; Senses Listen -3, Spot +0 
  Languages Undercommon  
  AC 18, touch 13, flat-footed 16 
   (+1 size, +2 Dex, +3 armor, +2 natural) 
  hp 93 (13 HD) 
  ULP8-03 The Mind of a Spyder 
   
  Page 47 
  
  ULP8-03 The Mind of a Spyder 
   
  Page 48 
  SR 15 
  Fort +9, Ref +10, Will +17 
  Weakness vulnerability to sunlight 
  Speed 20 ft. (4 squares) 
  Melee longsword +10/+5 (1d6 plus poison/19-20) 
  Space 5 ft.; Reach 5 ft. 
  Base Atk +10; Grp +6 
  Atk Options fascinate, grant move action (1/day), 
  inspire courage +1, poison-use, spell-like abilities, 
  sneak attack +1d6 
  Special Actions minor aura, major aura +2 
  Combat Gear rearguard’s cape, potion of eagle’s 
  splendor 
  Bard Spells Known (CL 3rd): 
   1st (3/day)—grease (DC 18), inspirational boost, 
  phantom threat (DC 18) 
   0 (3/day)—dancing light, detect magic, flare (DC 17), 
  lullaby (DC 16), message, resistance 
  Spell-Like Abilities (CL 13th): 
   At Will—darkness, ghost sound 
   1/day—daze (DC 17), sound burst (DC 19) 
  Abilities Str 10, Dex 14, Con 14, Int 10, Wis 4, Cha 24 
  SQ bardic knowledge, bardic music, countersong, 
  inspire competence, madness, spell resistance 15, 
  vulnerability to sunlight 
  Feats Blind-Fight, Cord of Distraction, Extra Music, 
  Improved Initiative, Lingering Song, Skill Focus 
  (diplomacy)B 
  Skills Concentration +10, Diplomacy +10, Hide +15, 
  Move Silently +11, Perform (singing) +21, Spellcraft 
  +3, Spot +0 
  Possessions combat gear plus masterwork studded 
  leather armor, masterwork longsword 
  Madness (Ex) Derro use their Charisma modifier on Will 
  saves instead of their Wisdom modifier, and have 
  immunity to confusion and insanity effects. A derro 
  cannot be restored to sanity by any means short of a 
  miracle or wish spell. 
  Poison Use (Ex) Applied to their crossbow bolts is 
  Medium monstrous spider venom (DC 14 Fortitude 
  save resists, 1d4 Str/1d4 Str). 
  Sneak Attack (Ex) Any time a derro’s opponent is 
  denied his Dexterity bonus to AC, or if a derro flanks 
  his opponent, he deals an extra 1d6 points of 
  damage. This ability is just like the rogue’s sneak 
  attack and subject to the same limitations. 
  Vulnerability to Sunlight (Ex) A derro takes 1 point of 
  Constitution damage for every hour it is exposed to 
  sunlight, and it dies if its Constitution score reaches 
  0. Lost Constitution points are recovered at the rate 
  of 1 per every 24-hour period spent underground or 
  otherwise sheltered from the sun. 
  Minor Aura: A minor aura lets allies within 60 feet 
  (including himself) add the marshal’s Charisma bonus 
  (+6) to certain rolls, when he is not dazed, 
  unconscious, 
  stunned, 
  paralyzed, 
  or 
  otherwise 
  unable to be heard or understood by allies: 
   
  Motivate 
  Dexterity: 
  Circumstance 
  bonus 
  on 
  Dexterity 
  checks, 
  Dexterity-based 
  checks 
  and 
  initiative checks. 
   
  Master of Tactics: Circumstance bonus on damage 
  rolls when flanking. 
   
  Force of Will: Circumstance bonus on Will saves. 
   
  Watchful Eye: Circumstance bonus on Reflex 
  saves. 
  Major Aura: A major aura lets allies within 60 feet 
  (including himself) add a +2 circumstance bonus to 
  certain rolls. 
   
  Motivate Attack: Bonus on melee attack rolls. 
   
  Motivate Ardor: Bonus on damage rolls. 
  Skills Derro have a +4 racial bonus on Hide and Move 
  Silently checks. 
   
   
   
  
  ***DM AID: NEW RULES 
  NEW FEATS 
  Blooded (Dragon 315) 
   
  Prerequisite: None. 
   
  Benefit: You get a +2 bonus on Initiative and a +2 bonus on all Spot checks. 
  Dual Strike (Complete Adventurer) 
   
  Prerequisite: Improved Two-Weapon Fighting, Two-Weapon Fighting. 
   
  Benefit: As a standard action, you can make a melee attack with your primary weapon and your off-
  hand weapon. Both attacks use the same attack roll to determine success, using the worse of the two 
  weapons’ attack modifiers. If you are using a one-handed or light weapon in your primary hand and a light 
  weapon in your off hand, you take a –4 penalty on this attack roll; otherwise you take a –10 penalty. 
   
  Each weapon deals its normal damage. Damage reduction and other resistances apply separately 
  against each weapon. 
   
  Special: When you make this attack, you apply precision-based damage (such as from sneak attack) 
  only once. If you score a critical hit, only the weapon in your primary hand deals extra critical hit damage; 
  your off-hand weapon deals regular damage. 
  Extra Music (Complete Adventurer) 
   
  Prerequisite: Bardic music. 
   
  Benefit: You can use your bardic music four extra times per day. 
  NEW ITEMS 
  Amulet of Tears (Magic Item Compendium) 
   
  An amulet of tears has 3 charges, which are renewed each day at dawn. Spending 1 or more 
  charges when you activate the amulet (as a swift action) grants you temporary hit points, as described 
  below. These hit points last for up to 10 minutes; they don’t stack with any other temporary hit points. 
   
  1 charge: 12 temporary hit points. 
   
  2 charges: 18 temporary hit points. 
   
  3 charges: 24 temporary hit points. 
   
  Faint enchantment (DC 17); CL 4th; Craft Wondrous Item, aid; Price 2,300 gp; Weight -. 
  Arcanist’s Gloves (Magic Item Compendium) 
   
  When you activate arcanist’s gloves (a swift action), you add 2 to the caster level of the next 1st-level 
  arcane spell you cast before the end of your turn. Arcanist’s gloves function two times per day. 
   
  Faint transmutation (DC 16); CL 3rd; Craft Wondrous Item, fox’s cunning; Price 500 gp; Weight -. 
  Crystal of Energy Assault (Magic Item Compendium) 
   
  A crystal of energy assault adds a particular type of energy damage to a weapon’s attacks: acid, cold, 
  electricity, or fire. This bonus damage doesn’t stack with any energy damage of the same type dealt by 
  the weapon. 
   
  Least: This crystal adds 1 point of energy damage of its type to the weapon’s damage. 
   
  Lesser: This crystal adds an extra 1d6 points of energy damage of its type to the weapon’s damage. 
   
  Greater: This crystal adds an extra 1d6 points of energy damage of its type to the weapon’s damage, 
  as well as a secondary effect depending on the type of crystal: 
   
  Acid Assault: Target takes –1 penalty to AC for 1 round (multiple hits on the same creature don’t 
  stack). 
   
  Cold Assault: Target’s speed is reduced by 10 feet for 1 round, to a minimum speed of 5 feet 
  (multiple hits on the same creature don’t stack). 
   
  Electricity Assault: Target is dazzled for 1 round. 
   
  Fire Assault: Target takes an additional 1d6 points of fire damage 1 round later (multiple hits on the 
  same creature don’t increase the next round’s damage beyond 1d6). 
  ULP8-03 The Mind of a Spyder 
   
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  Faint evocation (DC 17); CL 5th; Craft Magic Arms and Armor, Melf’s acid arrow, ray of frost, lightning 
  bolt, or fireball; Price 600 gp (least), 3,000 gp (lesser), 6,000 gp (greater); Weight -. 
  Eager (Magic Item Compendium) 
   
  An eager weapon can be drawn as a free action. While wielding it, you gain a +2 bonus on initiative 
  checks and a +2 bonus on damage rolls made during the surprise round and the first round of combat. 
   
  Moderate evocation (DC 19); CL 9th; Craft Magic Arms and Armor, cat’s grace; Price +1 bonus. 
  Gloves of Fortunate Striking (Magic Item Compendium) 
   
  You can activate gloves of fortunate striking to reroll an attack roll that you’ve made before you know 
  whether the attack succeeded. You must use the second result, even if it’s lower. You can’t use this 
  ability if you have already rerolled the attack for any reason. 
   
  Faint divination (DC 16); CL 3rd; Craft Wondrous Item, true strike; Price 2,000 gp; Weight -. 
  Lens of Ray Chaining (Lords of Madness) 
   
  This small lens can be affixed over a beholder’s eyestalk and held in place by suction and the 
  creature’s eyelid. An eye ray shot from an eye wearing a lens of ray chaining is enhanced so that it jumps 
  from the initial target to a second target within range of the user’s actual location. If the ray misses its 
  initial target, it does not jump to a new target. A spellcaster can use a lens of ray chaining as an additional 
  focus component to chain a ray spell as long as he holds the lens in one hand. A lens of ray chaining 
  shatters into ruin after it is used nine times. 
   
  Strong universal; CL 15th; Craft Wondrous Item; Price 11,000 gp; Weight 1 lb. 
  Lens of Ray Chaining (Lords of Madness) 
   
  This magic lens functions as a lens of ray chaining, except that it instead splits any ray shot through it 
  into two rays. The user can direct the rays at the same target (affecting it twice) or at two different targets, 
  as long as the two targets are no more then 30 feet apart. 
   
  Strong universal; CL 15th; Craft Wondrous Item; Price 16,000 gp; Weight 1 lb. 
  Lens of Ray Chaining (Lords of Madness) 
   
  This magic lens functions as a lens of ray chaining, except that it instead doubles the range of any 
  ray shot through it. 
   
  Strong universal; CL 15th; Craft Wondrous Item; Price 2,500 gp; Weight 1 lb. 
  Rearguard’s Cape (Magic Item Compendium) 
   
  In you are a marshal, a rearguard’s cape provides you with a potent ability whenever you and your 
  allies are out-numbered. If the number of visible, active enemies within 60 feet of you exceeds the 
  number of visible, active allies (including yourself) within 60 feet, you can activate this cape (as a swift 
  action). While it is active the bonus granted by your minor and major auras improves by 2. 
   
  This benefit last for 10 rounds or until you are your allies are no longer outnumbered. This ability 
  functions once per day. 
   
  Faint transmutation (DC 16); CL 3rd; Craft Wondrous Item, eagle’s splendor; Price 2,000 gp; Weight 3 
  lbs. 
  Ring of Avoidance (Magic Item Compendium) 
   
  A ring of avoidance protects you with a nearly impassable shield of invisible force. Three times per 
  day, upon activating the ring (a standard action), you gain a +20 deflection bonus to Armor Class that 
  lasts until the beginning of your next turn. 
   
  Strong abjuration (DC 22); CL 15th; Forge Ring, shield; Price 10,000 gp; Weight -. 
  Ring of Divergence (Magic Item Compendium) 
   
  A ring of divergence provides resistance 10 against a specific type of energy (acid, cold, electricity, 
  fire, or sonic), determined when it is created. 
   
  Once per day, if you are targeted by a spell of 3rd level or lower with the same descriptor as the 
  energy type the ring projects against, you can activate the ring as an immediate action to reflect the spell 
  back at the caster, as if spell turning had been cast upon you. 
   
  Strong abjuration (DC 21); CL 13th; Forge Ring, resist energy, spell turning; Price 18,000 gp; Weight -
  . 
  ULP8-03 The Mind of a Spyder 
   
  Page 50 
  
  Rings of Force Armor (Magic Item Compendium) 
   
  This pair of black iron rings must be worn as a set, one on each hand (or two eyestalks), to function. 
  When so worn, they sheathe you in a field of magical force, granting you a +5 armor bonus to AC. This 
  bonus applies even against incorporeal touch attacks. The sheath is harmful to the touch, dealing 1d4 
  points of force damage to any creature that successfully strikes you with a non-reach weapon. In addition, 
  your unarmed strikes deal an extra 1d4 points of damage and can affect incorporeal creatures as if they 
  were force effects. 
   
  Moderate evocation (DC 19); CL 9th; Forge Ring, mage armor, magic weapon, wall of force; Price 
  30,000 gp; Weight -. 
  Torc of the Titans (Magic Item Compendium) 
   
  When you activate a torc of the titans (a swift action), you gain a +5 morale bonus on Strength 
  checks, Strength-based skill checks, and melee weapon damage rolls for 1 round. 
   
  The ability functions three times per day. 
   
  Faint transmutation (DC 17); CL 5th; Craft Wondrous Item, bull’s strength; Price 3,300 gp; Weight 1 lb. 
  Warning (Magic Item Compendium) 
   
  A warning weapon grants you a +5 insight bonus on initiative checks as long as it is held. 
   
  Moderate transmutation (DC 18); CL 9th; Craft Magic Arms and Armor, cat’s grace; Price +1 bonus. 
  NEW SPELLS 
  Distract Assailant (Spell Compendium) 
  Enchantment (Compulsion) [Mind-Affecting] 
  Level: Assassin 1, Sor/Wiz 1 
  Components: V, S, M 
  Casting Time: 1 swift action 
  Range: Close (25 ft. + 5 ft./2 levels) 
  Target: One creature 
  Duration: 1 round 
  Saving Throw: Will negates 
  Spell Resistance: Yes 
   
  Buzzing under your breath like a fly, you swat at the sky and toss the fly’s wing in our hand into the 
  air. The target of your spell becomes distracted, starting at shadows and looking about for unseen 
  assailants. 
   
  A creature affected by this spell is flat-footed until the beginning of its next turn. 
  Inspirational Boost (Spell Compendium) 
  Enchantment (Compulsion) [Mind-Affecting] 
  Level: Brd 1 
  Components: V, S 
  Casting Time: 1 swift action 
  Range: Personal 
  Target: You 
  Duration: 1 round or spell; see text 
   
  You concentrate on assisting your friends as you begin the short chat and simple hand-chopping 
  motion necessary to cast the spell. As you finish, the spell’s chant allows you to segue easily into 
  bolstering our allies. 
   
  While this spell is in effect, the morale bonus granted by your inspire courage bardic music increases 
  by 1. 
   
  The effect lasts until your inspire courage effect ends. If you don’t begin to use your inspire courage 
  ability before the beginning of your net turn, the spell’s effect ends. 
  Phantom Threat (Spell Compendium) 
  Illusion (Phantasm) [Mind-Affecting] 
  Level: Brd 1 
  ULP8-03 The Mind of a Spyder 
   
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  Components: V, S 
  Casting Time: 1 standard action 
  Range: Close (25 ft. + 5 ft./2 levels) 
  Target: One creature 
  Duration: 1 round/level 
  Saving Throw: Will negates 
  Spell Resistance: Yes 
   
  Reaching out to your foe’s mind, you cause him to feel as through a treat looms close behind no 
  matter which way he turns. 
   
  You create the sensation in the subject’s mind that is threatened by more foes than it actually faces. 
  Though the subject doesn’t actually perceive any additional enemies (and thus doesn’t waste any attacks 
  on the phantasm), a creature affected by this spell is considered flanked, even if not threatened by other 
  creatures. No amount of convincing by others can help the subject of this spell avoid its effect – only a 
  successful saving throw against the spell when initially cast can help the target. A creature that can’t be 
  flanked is immune to this spell. 
  Ray of Dizziness (Spell Compendium) 
  Enchantment (Compulsion) [Mind-Affecting] 
  Level: Brd 3, Sor/Wiz 3 
  Components: V, S, F 
  Casting Time: 1 standard action 
  Range: Medium (100 ft. + 10 ft./level) 
  Effect: Ray 
  Duration: 1 round/level 
  Saving Throw: None 
  Spell Resistance: Yes 
   
  You release a drab violet ray from your palm. The ray shoots toward your target in a spiraling 
  corkscrew. 
   
  You strike out at your enemy with a ray that causes intense feelings of vertigo. You must succeed on 
  a ranged touch attack with the ray to strike a target. A struck subject experiences strong feelings of 
  vertigo and can take only a move action or a standard action each round (but not both, and it cannot take 
  a full-round action). 
  Ray of Stupidity (Spell Compendium) 
  Enchantment (Compulsion) [Mind-Affecting] 
  Level: Sor/Wiz 2 
  Components: V, S, M 
  Casting Time: 1 standard action 
  Range: Close (25 ft. + 5 ft./2 levels) 
  Effect: Ray 
  Duration: Instantaneous 
  Saving Throw: None 
  Spell Resistance: Yes 
   
  A bright yellow beam bursts from your extended fingertips. The beam emits an “uh” sound, like 
  someone trying to think of a word. 
   
  This ray clouds the mind of your enemy, damaging its intellect. You must succeed on a ranged touch 
  attack with the ray to strike a target. A subject struck by the ray takes 1d4+1 points of Intelligence 
  damage. If the target is a wizard, she might temporarily lose the ability to case some or all of her spells if 
  her Intelligence drops too low. 
  Sock and Awe (Spell Compendium) 
  Enchantment [Mind-Affecting] 
  Level: Assassin 1, Brd 1, Sor/Wiz 1 
  Components: V, S 
  Casting Time: 1 swift action 
  Range: Close (25 ft. + 5 ft./2 levels) 
  ULP8-03 The Mind of a Spyder 
   
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  Target: One creature/level, no two of which are more than 30 ft. apart 
  Duration: 1 round 
  Saving Throw: None 
  Spell Resistance: Yes 
   
  Upon completing this spell, you fell a nagging compulsion to divert your attention from your enemies. 
  Shaking off the feeling, you note with satisfaction that your targeted enemies seem even more distracted 
  than you. 
   
  This spell distracts its targets, preventing them from reacting with the deftness they might otherwise 
  possess. Only effect when cast in the surprise round of combat and against flat-footed creatures, this 
  spell causes those it affects to take a -10 penalty on their next initiative check. Targets that cannot be 
  caught flat-footed (such as a rogue with uncanny doge) cannot be affected by this spell. 
  Sting Ray (Spell Compendium) 
  Enchantment (Compulsion) [Mind-Affecting] 
  Level: Brd 2, Sor/Wiz 2 
  Components: V, S, M 
  Casting Time: 1 standard action 
  Range: Close (25 ft. + 5 ft./2 levels) 
  Effect: Ray 
  Duration: 1 round/level 
  Saving Throw: Will partial 
  Spell Resistance: Yes 
   
  From your outstretched hand leaps forth a ray of glittering energy apparently composed of countless 
  minuscule writhing insects. The hum of minute chitinous bodies scrambling over one another fills the air. 
   
  You must succeed on a ranged touch attack with the ray to strike a target. When this ray successfully 
  strikes, it creatures a sensation of many tiny insects bring and crawling on the victim’s body. The target 
  can attempt a Will save each round to shake off the effect. Until the spell is shrugged off, the victim is 
  hampered by the unsettling feeling of all the stinging and biting, and is able to perform only a single move 
  or standard action each round. The victim also takes a –2 penalty to AC. 
   
  In addition, if the victim attempts to cast a spell, it must succeed on a Concentration check with the 
  DC equal to the sting ray’s DC + the level of the spell the subject is attempting to cast. 
   
  A successful Will save negates the effect restricting the subject’s action to one move or one standard 
  action each round, nor does the subject need to make a Concentration check each time it wishes to cast 
  a spell. However, the subject still takes the penalty to AC for the duration of the spell with a successful 
  save. 
   
   
  ULP8-03 The Mind of a Spyder 
   
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  ULP8-03 The Mind of a Spyder 
   
  Page 54 
  PLAYER HANDOUT #1 – LOCATIONS TO SEARCH 
   
   
  Noblish’s Shop - candle shop 
   
  Melick’s Pub - pub/tavern 
   
  Alchemical Transformations - alchemical 
  shop 
   
  Wild Things - exotic pet shop 
   
  Reader’s Rapture - bookstore 
   
  Gentle Garments & Garbs - clothing shop 
   
    
  
SOURCE: textdata/thevault/Living Greyhawk/Modules/Principality of Ulek/598/Normal Scenarios/ULP8-03 - The Mind of a Spyder (APL 8-14)/ULP8-03 - The Mind of a Spyder.pdf