TEXT: Masquerade de Lolth
  by Hannah Carlan and 
  Corry Rogerson
  
  1
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  Thank you for picking up our adventure! 
  We have a few people we would like to acknowledge and thank:
  Cover Art: @journeyman1029 - an accomplished artist and friend, please find Journeyman on Twitch and 
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  Interior Maps: @dmcorry / Corry Rogerson 
  Patreon Playtest Group: Sean, Taran, and Alex: thank you all for your participation and feedback as we built 
  this module. We couldn’t have done it without you!
  DM NOTE:  Designed for characters level 13 and above. Characters that do not meet this 
  threshold will find it diffculty to advance the plot much less survive combat.
  Please note that there are referenced stat blocks in the 5e Monster Manual and Mordenkainen’s Tome of Foes. 
  Not for resale. Permission Granted to print or photocopy this document for personal use only.
  Figure 1: Castle Aranea 
  (drawn by Hordyne or whomever invites the party )
  
  Summary
  In the iconic D&D setting of Menzoberranzan, this ad-
  venture takes party members through a tour of Castle 
  Aranea – home of Lolth, the Spider Queen. Designed 
  to be either a one shot or a side quest, with options for 
  any party level, adventurers of all types will find some-
  thing terrifying in the dungeon at Aranea regardless of 
  how they arrive at the front gate. 
  Background
  The party members have each received an invitation 
  to a masquerade at Castle Aranea, home of Lolth, 
  the Spider Queen, in Menzoberranzan. As the party 
  attends the masquerade, they have options to dance, 
  sneak around the castle, and if they’re unlucky 
  enough, they might find themselves in front of Lolth 
  herself. Why did they receive invitations? What’s re-
  ally happening at the masquerade? More importantly 
  - will they survive?
  Part 1: The Convocation
  Here are two options based on what type of adventure  
  you are running: 
  One Shot
  If run as a one shot, then you could introduce an 
  NPC who asks the party to investigate the Masquer-
  ade and provides them with invitations. 
  Hordyne – a human wizard, Spy (MM 349)
  You’ve been asked by Hordyne, a wizard, to infil-
  trate Lolth’s masquerade. The mission is to find and 
  destroy a nest of baby spider eggs. Hordyne informs 
  the party that he has been looking in on Lolth, and 
  he believes she has bred a new type of flying spider to 
  use in her crusade to leave the Underdark and over-
  take the realm. He provides them with Figure 1 which 
  is the castle grounds to Castle Aranea. 
  If the players are on their way to Menzoberranzan, 
  then Hordyne can meet them in a street on the way to 
  Castle Aranea. If prompted, Hordyne can give every-
  one in the party a disguise kit, so you will each be 
  disguised as a drow if they choose. 
  Side Quest
  If this adventure is a side quest during an existing 
  campaign or with an existing group, then the DM can 
  select a character/NPC from the party’s history (or 
  character’s history) to send the party to Menzober-
  ranzan for the Masquerade. Each member of the 
  party has received a personalized invitation. 
  Note: before you select this option, skip to section #3 
  for the crucial information about the invitations and 
  the setup for the masquerade. 
  DM Recommendation: Print out the invitations on 
  colored paper and present them to players as a formal 
  invitation. 
  Dear (Name):
  Put the harried days of your present aside
  Don a mask and tip a glass to the dark underside
  The Lady does beckon, do not be afraid
  Prepare yourself, now, for the Masquerade 
  (signed) 
  CASTLE ARANEA
  One Shot: Read to Players
  After receiving an invitation to the Masquerade, your 
  longtime friend, Hordyne, sent you word that there are 
  others – like you – attending the elite party. He begs 
  you all to take an opportunity to search the castle. He 
  believes Lolth has bred a new monster to aid in her at-
  tempt to overtake the realm. He wants you to find and 
  destroy her beasts. 
  DM Note: Hordyne should meet the group on the 
  street as they approach the castle to provide them 
  with additional information and a disguise kit (op-
  tional). 
  Side Quest: Read to Players
  (Individual) has sent your party invitations to the 
  elite and mysterious Masquerade held at Castle Ara-
  nea in Menzoberranzan. A curious invitation to be 
  received at the home of the Spider Queen, but the foil 
  on the invitations seems real enough. Upon traveling 
  to Menzoberranzan, you have heard rumblings of 
  strange happenings at the castle. Some have reported 
  seeing monstrous creatures – unnatural beings on the 
  grounds. Is it possible that the goddess has forged a 
  new abomination in her army? 
  DM Note: You’ll need to have already crafted who 
  in their party history will have arranged for them to 
  receive invitations. Otherwise, you can insert the NPC 
  Hordyne (from the One Shot section) into your exist-
  ing campaign as the progenitor for this quest. See an 
  explanation in Section 3.
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  2
  
  Part 2: The Masquerade
  The party gathers outside the gates of Castle Aranea. 
  Menzoberranzan is not merely dark due to geogra-
  phy, but many of the lights in town are dim. The only 
  energy seems to be emanating from the stone struc-
  ture in front of you. The castle is ominous, and even 
  in the darkness, it looks alive as every window glows 
  with purple candlelight. They can see that a series 
  of flying buttresses extends back into the darkness. 
  Clearly, this castle is larger than they can current-
  ly estimate in the darkness. The fence out front has 
  small heads atop the spires. Are they statues or the 
  heads of enemies? You can’t be sure. 
  It’s dark, and the air is thick with electric buzz. The 
  grounds are alive with the sounds of the eerie band: 
  Malum Canetis. There are hundreds of people, dressed 
  in elegant clothes and vivid masks, mingling and danc-
  ing to the deep and rushed beats from the music. The 
  other partygoers all seem to be laughing and enjoying 
  themselves. 
  The castle is visibly two stories tall from the court-
  yard. 
  The castle itself is being guarded by driders who are 
  positioned vertically on the castle walls. They are out 
  of sight to the partygoers, but they will intervene if 
  anyone attempts to deviate from the path between the 
  front gate and the front door. 
  Drider - MM 120
  Upon entering the castle grounds, you are frisked by 
  a group of drow who seem to be simultaneously greet-
  ing you and searching you for weapons. 
  *To keep their weapons, players will need to make a 
  Sleight of Hand Check – DC 15. 
  The architecture of the castle is gothic with high 
  ceilings and pointed arch vaults. There are dozens if 
  not hundreds of people milling around, and they are 
  dancing, socializing, and drinking. They continue to 
  wear their masks and only remove them if they wish 
  to eat or drink. 
  The majority of the guests are in the ballroom, and 
  along the exterior of the room are a group of drow 
  with broadswords affxed to their belts.  
  If the players ask about what they notice, they should 
  roll an Investigation Check DC: 18
  If they succeed, then you can describe to them what 
  has been happening during the event: throughout the 
  evening, there are small groups of people being ush-
  ered out of the ballroom by a group of drow. 
  The party has the opportunity to stay in the ballroom 
  or leave. There are murmurs in the crowd that Lolth 
  has an exclusive party elsewhere in the castle. 
  Ballroom NPCs
  Viceroy, old drow bartender, Commoner (MM 345)
  Has worked at Castle Aranea for many years – keeps 
  his loyalty to Lolth private but is willing to talk about 
  what he knows about the castle. He will betray you 
  for fun. 
  DC: Persuasion 15+
  Oxvyn, young drow waiter, Commoner (MM 345)
  Distributing offal on a silver platter, Oxvyn is bored 
  and in search of someone cute and fun to talk to. 
  He’s scared of Viceroy and the other drow, but he’s 
  always good for a joke. 
  Entertainment: Malum Canetis
  various band members, Commoner (MM 345)
  comprised of three string instruments and a drum set
  Fiddle player: female drow, Firnalia – an eerie voice 
  with a slow, rhythmic approach to the fiddle.
  Harpist: male demon, Gorp – a burly, brooding mu-
  sician who sits forward as he plays – his eyes dance 
  around the room during the set.
  Mandolin player: male drow, Silario – a thin and 
  wispy drow with a thick head of flowing gray hair and 
  piercing eyes. His voice sounds like liquid velvet. He’s 
  the main member on the Malum Canetis posters. 
  Drummer: small female demon, Borstasia – a plump 
  girl whose hands seem to hover over the drums as 
  she plays. High-pitched voice and somewhat forget-
  table when she isn’t behind drums, she immediately 
  falls in love with one of the party members. The PC 
  with the lowest charisma score is going to be silently 
  watched and perhaps stalked by Borstasia. She’s in 
  love. 
  Random Couples - Noble (MM 348)
  Sir Mithalder and Lady Swendyr, 
  Lovely older drow couple, elegantly dressed, with 
  hook-nose masks
  Lady Wilhephina and Lady Rolshpa, 
  Intense younger female drow couple, dancing, who 
  seem oblivious to anyone else in the room 
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  3
  
  Drow Elite Warrior - Drow (MM 128)
  Jynshadyn - middle-aged male drow with both rega-
  lia and military insignia on his armor
  Folquindyr - younger drow male, his sword is always 
  gripped 
  Holdasher - older drow male, slowly walking around 
  the room, stroking his long beard and casually 
  talking to guests, drow army, and employees. He 
  is the leader who is taking small groups out of the 
  room.
  Gonqwin - young female drow, standing guard by the 
  edge of the room, watching every person who enters 
  and exits 
  Saphotha - middle-aged female drow who watches 
  the other drow soldiers – her weapon isn’t visible on 
  her belt loop because she’s a wizard.
  Rumors
  If the party speaks to the NPCs, here are a few ru-
  mors they can hear: (roll 1 d6 to determine the ru-
  mor; repeat roll if they talk to multiple NPCs)
  1. Lolth has her lover trapped in the castle. 
  2. The drow are organizing a coup.
  3. Lolth has bred new monsters.
  4. There are spies disguised as masquerade guests.
  5. Lolth’s children have recently turned against her.
  6. Drow are nervous about the recent changes in 
  Lolth’s inner circle.
  If the party is able to convince an NPC to tell them 
  the truth, only #1,3, and 4 are true. 
  Castle Layout & NPCs
  First Floor
  The Ballroom: an expansive room. On one end, in 
  front of large balcony doors, is the band. There is a 
  bar and seating on the adjacent wall. The room is 
  filled with couples, servers, and observers. 
  The hallway to the other side of the first floor reveals 
  a large dining room, seating room, and kitchen. These 
  rooms are full of other partygoers examining the art 
  (mostly of Lolth, her family, and scenes of Menzober-
  ranzan), eating, and drinking. The kitchen is full of 
  bustling staff being navigated by a tough chef. 
  Wolkar, older chef, Commoner (MM 345) 
  Annoyed with the staff, anxious to get the food out 
  quickly, and has no time for ineffciency  
  There are drow positioned in front of the large stair-
  case to speak to people who want to go upstairs. 
  Staircase NPCS (both are Drow House Captain, 
  MToF 184):
  Fizyr – male twin drow – short-tempered and bored 
  with his assignment
  Dizyr – male twin drow – bored but polite to the pass-
  ersby – engages with those who approach them. 
  The seating room and the dining room are full of par-
  tygoers socializing and having a good time. Everyone 
  seems to be in good spirits. 
  If the party succeeds in getting past the drow (either 
  by persuasion, stealth, etc), then they can ascend the 
  staircase to the upper two floors. Failures result in 
  potential combat (which will immediately draw atten-
  tion from other drow) or the party will be summoned 
  to Lolth. 
  Back on the first floor, there is a hidden staircase be-
  hind the stairs. If they can find it, then the party can 
  head downstairs. They could “find” the stairs after a 
  commotion or witnessing other drow heading down. 
  Second Floor
  The Library
  Full of historical texts and maps with seating for 
  many.
  NPCs
  Sir Ghanson Fynder, older scholar, Noble (MM 348) 
  Nobleman from Menzoberranzan, frequent guest at 
  Castle Aranea, reading An Abbreviated History of the 
  Dark to his fans
  Petwyn, young drow man, Commoner (MM 345)
  Reading on a couch, he is mostly unconcerned about 
  others in the room. He’s reading A Warm, Dark Night, 
  an erotic novel 
  Vumptyr, young drow woman, Commoner (MM 345)
  Seated on the floor next to Petwyn, she reaches up 
  and offers him wine when he glances at her. 
  *If the party approaches Volumptyr, Petwyn will 
  answer for her. He doesn’t allow her to engage with 
  others. 
  If the party attempts to engage with Petwyn or ad-
  dress his treatment of Volumptyr, then he will lazily 
  disengage from them. He will not fight and will close 
  his eyes – indicating he has no interest in continuing 
  the conversation with the party members. 
  If asked to leave, Volumptyr will cling to Petwyn and 
  glare at the party member who wants to engage her.
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  4
  
  Bedrooms
  Bedroom 1: a tasteful but minimalist room is occu-
  pied by a drow couple in the midst of an argument. 
  Sedyr and Wanlyn Dephorn, middle-aged drow cou-
  ple, Noble (MM 348)
  They are arguing about Wanlyn’s infidelity 
  If the party encounters the Dephorns, then they will 
  immediately cease their argument and plead with the 
  party to keep the secret of their fight and Wanlyn’s 
  infidelity. The Dephorns are indebted to the party, as 
  the gossip and ridicule about their secrets will cause 
  them to lose credibility and their social positioning. 
  They are motivated to keep their secrets private.
  *The Dephorns are not willing to advance as fighters, 
  but they are able to confirm the accuracy of rumors 
  about Menzoberranzan and Lolth. 
  The other bedrooms are empty. 
  Third Floor
  Figure 3: the third floor with Lolth’s bedroom, bath-
  room, and private practitioner’s room 
  Lolth’s Bedroom 
  A large canopy bed, spacious enough for three or four 
  people, is the focal point of her room. Black linens 
  adorn the bed, and there are half-burned candles 
  on her bedside tables. Books line the floor around 
  her bed. There is an easel and paint set near the 
  fireplace, and she is in the middle of a new painting. 
  There is a background of a dungeon and the forms of 
  adventurers with no physical traits as of yet (number 
  of adventurers is equal to party number). There is a 
  handsome painting on the wall of a man caught in a 
  spider web. 
  Books in Lolth’s room: Anatomy of the Modern Man 
  (Expanded Race Edition), To Kill a Dragonborn, Histo-
  ry of Ancient Arts, and then several books in Infernal, 
  Elven, and Abyssal languages. 
  The Capture of Time, painting
  If the party investigates the painting of the man 
  caught in the spider web, he can talk to them. DC 20.
  If the party is able to talk to him, then he might warn 
  them about Lolth. He is in love with her and is her 
  lover. He cannot be removed from the painting, but 
  if the canvas is destroyed then he will also die. There 
  are traps around the painting, and if the party trig-
  gers the traps without successfully disarming them, 
  then Lolth is immediately alerted that they are in her 
  bedroom and near the painting.
  They will be immediately swarmed by drow. 
  If they disarm the painting, then there is a locked 
  safe behind the painting. 
  If they are able to open it, then the party has found a 
  blackened heart. 
  DM Note: Lolth’s Heart: Lolth removed her heart after 
  she placed her lover in the painting. Destroying the 
  heart will not hurt her, nor will it affect her as a god-
  dess. It is purely symbolic. 
  Her private bathroom is luxurious, but there is noth-
  ing out of the ordinary in the cabinets. 
  Lolth’s Private Practitioner’s Room 
  The door to Lolth’s practitioner’s room is hidden be-
  hind her bed, and the party will have to search to find 
  it. They must Perception Check DC 20
  The room contains the following things: 
  Her desk, covered in notebooks, loose paper, drawings 
  tacked onto the wall. 
  Her cauldron and baskets full of jars.
  The bookcase full of books, larger jars with embalmed 
  spider carcasses, and paper weights Sketches depict-
  ing winged spiders and vague battle plans are sitting 
  atop her desk and tacked on the wall. 
  Dungeon
  There is a dungeon of several empty holding cells. 
  The middle section of the basement is protected by 
  a small army of drow. This is not designed to be a 
  combat encounter, and the drow might be distracted 
  or sleeping. This is stealth challenge for the PCs. On 
  a failed stealth DC 15, the negligent notice the party, 
  cry and alarm, and escort the party back to the Mas-
  querade. If the party resists, then the guards can cast 
  Sleep rendering the party unconscious.
   
  The party will have to get past the drow to make it 
  across the hall to the clutch lair. In the middle of the 
  basement is a room with an opening, and suspended 
  over a dark pit is a large clutch of spider eggs. 
  If the party approaches the spider eggs, then they will 
  trigger the driders, drow, and spiders designated to 
  protect the eggs. 
  Figure 2: bird’s eye view of clutch suspension 
  The number of protectors is equal to the party num-
  ber + 2, and there should be more spiders than drow. 
  Drow Elite Warrior:  MM 128
  Spiders: MM 337
  Driders: MM 120
  5
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  6
  Figure 2: Lolth’s Temple and Clutch
  Figure 3: Lolth’s Lair
  (accessed below the clutch)
  
  The Clutch
  Eight strands suspend the sack. Each strand can 
  withstand 20 HP of damage (piercing, bludgeoning, 
  and/or slashing). Immune to all other types of dam-
  age except fire. It is defenseless aside from its protec-
  tors. 
  If the suspension for the eggs is compromised by the 
  loss of THREE OR MORE strands, then the egg sack 
  will fall and kill the eggs. 
  This will trigger a cry from elsewhere in the base-
  ment. 
  The room will flood with additional drow, driders, and 
  spiders. 
  To scale: 
  Drow equal to the party number, plus 2 driders, and 
  spiders in waves of six. 
  DM Note: they can flood the room in waves; the spi-
  ders can crawl up from the  lower levels. 
  The drow will escort the party to an irritated Lolth. 
  Or, if they defeat all of the enemies, then they will 
  hear Lolth summon them to her temple. 
  Part 3: The Revelation
  The drow will eventually confront the party (either in 
  public at the masquerade or after finding them in the 
  castle), and they will take them to Lolth’s Temple. 
  The party will be escorted to the middle of the base-
  ment where there is an open room; a sign over the 
  door reads “Garden of Illusions.” 
  TEMPLE OF LOLTH
  The room is large with dead bodies lining the walls. 
  Their party masks are disregarded on the floor. There 
  are drow and driders lounging on the dead bodies, 
  eating the death and exsanguinating the corpses. It is 
  their feast day. 
  Setting & Mood: the temple is immaculate aside from 
  the body parts and disregarded clothing of the recent 
  meal. the drow and driders are of a lower rank than 
  the arch-drow and the winged drider, and they revere 
  the elite as they were gifted their wings by Lolth for 
  their loyalty. 
  DM Note: this is a deviation from lore about the 
  “curse” of the transformation into the drider. Lolth’s 
  intent has been historically misunderstood by outsid-
  ers. 
  Across from the door is a bannister with a row of 
  thrones. Seated in the middle is Lolth – in a regal, 
  aubergine gown. She has the bone structure of an 
  ancient, and she has the smooth skin and shiny hair 
  of someone not from this world. She seems iridescent 
  in the low light.  
  Flanking her are four arch-drow. The arch-drow are 
  unlike the other drow.  Lolth calls them “Nephilim,” 
  meaning “divine angels.”  
  Winged Arch-Drow
  medium humanoid, neutral evil
  Armor Class 16 (scale mail) 
  Hit Points 64 (11d8 + 14)
  Speed 30 ft, fly 35 ft
  STR        DEX        CON        INT        WIS        CHA
  17 (+3)   14 (+2)     15 (+2)    12 (+1)   11 (+1)    15 (+2)
  Skills: Deception +5, Perception +4, Stealth +5
  Senses: Darkvision 120 ft, passive perception 15
  Languages: Elvish, Undercommon
  Challenge 7 (2,900 XP)
  Diplomacy Arch-drow have advantage on all charisma 
  and persuasion rolls. 
  Telepathy Any drow within fifty feet can telepathically 
  communicate with the arch-drow at-will. 
  All Drow racial abilities including fey ancestry and 
  sunlight sensitivity. 
  Actions
  Multiattack. Arch-drow makes three attacks per round. 
  Heavy Crossbow. Ranged weapon attack: +3 to hit, 
  range 100/400 ft., one target. Hit: 6 (1d10+1) piercing 
  damage.
  Shortsword. Melee weapon attack: +7 to hit, reach 5 ft., 
  one target. Hit: 7 (1d6+4) piercing damage.
  The archdrow are a collection of Lolth’s most loyal 
  followers. They were blessed with the gift of flight by 
  their goddess as an expression of her gratitude for 
  their service. With a twelve-foot wingspan, the Arch-
  Drow cannot hide their wings, and they wear special 
  vests with slits to accomodate their appendages both 
  at rest and in flight. 
  Current Nephilim
  Ghontwyn – older male winged arch drow, 
  Plinstes – younger female winged arch drow
  Fryxlyn – younger male winged arch drow
  Dwyk – older female winged arch drow
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  7
  
  Winged Drider
  Monstrous humanoid, chaotic evil
  Armor Class 17 (natural) 
  Hit Points 149 (23d8+46)
  Speed 30 ft, climb 30 ft, fly 60 ft
  STR        DEX        CON        INT        WIS        CHA
  13 (+1)   16 (+3)     15 (+2)    15 (+2)   14 (+2)    13 (+1)
  Saving Throws: Con +3, Int +4, Cha +4
  Skills: Arcana +4, Nature +4, Perception +6, Stealth +8
  Damage Resistance: Poison
  Senses: Darkvision 120 ft, passive perception 16
  Languages: Elvish, Undercommon
  Challenge 9 (5,000 XP)
  Devour A paralytic effect preventing prey from react-
  ing to the bite. Attack counts as an automatic grap-
  ple. Roll with disadvantage to escape grapple. Con 
  Save DC 16. On a failed con save inflicts, target suffers 
  one level of exhaustion. 
  Spit Drider saliva is an anesthetic. On a failed con save, 
  target is considered incapacitated and movement is 
  reduced to zero.  Con Save DC 16.
  All Drider racial abilities including fey ancestry, 
  innate spellcasting, spider climb, web walker, and 
  sunlight sensitivity. (MM 120)
  Actions
  Multiattack. Winged Drider makes three attacks with 
  their bow or web, but one attack can be a bite attack 
  instead.
  Longbow. Ranged weapon attack: +7 to hit, range 
  100/400 ft., one target. Hit: 11 (1d8+7) piercing damage.
  Web. (Recharge 5-6). Ranged weapon attack: +7 to hit, 
  range 30-60 ft., one target. Hit: target is restrained by 
  webbing, as an action the restrained target can make 
  a DC 16 strength check, bursting the webbing on a suc-
  cess. The webbing can also be attacked and destroyed. 
  (AC 10, HP 5, vulnerability to fire damage, immune to 
  blungeoning, poison, and psychic damage). 
  Bite. Melee weapon attack: +7 to hit, reach 5 ft., one 
  target. Hit: 15 (2d8+6) piercing damage, plus 22 (4d6+8) 
  poison damage.
  Like the Arch-Drow, the Winged Driders were not 
  cursed with their new form but given a blessing by 
  their goddess. Believed to be her most loyal and best 
  fighters, Lolth has turned her prized fighters into 
  winged killers. 
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  8
  Young Adult Winged Spider
  Large monstrosity, unaligned
  Armor Class 15 (natural) 
  Hit Points 136 (16d10+48)
  Speed 40 ft, climb 40 ft, fly 60 ft
  STR        DEX        CON        INT        WIS        CHA
  15 (+2)   19 (+4)     17 (+3)      6 (-2)     11 (0)       8 (-1)
  Saving Throws: Int +4, Wis +2
  Damage Resistance: Poison
  Senses: Darkvision 120 ft, passive perception 10
  Languages: Arachnid
  Challenge 5 (1,800 XP)
  Young adult winged spider has the drider racial abil-
  ities including spider climb and web walker. (MM 
  120)
  Actions
  Multiattack. Young Adult Winged Spider makes three 
  attacks with their bow or web, but one attack can be a 
  bite attack instead.
  Lasso Web. (Recharge 4-6). Ranged Weapon attack: +6 
  to hit, range 30-60 ft., one target. Hit: target is hit and 
  is retracted to the spider. DC 15 Strength check or will 
  be grappled when pulled to the spider. Once the target 
  is secured, the spider can make a bite attack or trans-
  port the grappled target. Bite. Melee weapon attack: 
  +7 to hit, reach 5 ft., one target. Hit: 15 (2d8+6) piercing 
  damage, plus 22 (4d6+8) poison damage.
  Bite. Melee weapon attack: +7 to hit, reach 5 ft., one 
  target. Hit: 15 (2d8+6) piercing damage, plus 22 (4d6+8) 
  poison damage.
  Lolth’s youngest creations, the young adult winged 
  spiders are the most vulnerable of her fleet. They 
  are less predictable, less loyal, and far easier to kill 
  and coerce. Unlike the previous two monsters, these 
  spiders are not blessed with gifts from Lolth but are 
  cursed to spend their short life span fighting with 
  each other or anyone they deem a weaker target. 
  
  *If the party destroyed the clutch, then Lolth will al-
  low them the opportunity to escape. They can flee. If 
  the party does this – then before they reach the front 
  doors of Castle Aranea, they will be seized. Lolth will 
  appear before them and cast Mortals’ Curse on the 
  party. 
  Lolth doesn’t believe in death as a punitive action; it 
  is far too swift. By cursing them as driders, they are 
  able to live out their lives seeking redemption and 
  possible favor from her. 
  Lolth, the Goddess of Spiders
  gargantuan, humanoid form, neutral evil
  Armor Class 19
  Hit Points 816 ( 51d20 + 327)
  Speed 40 ft, fly 60 ft
  STR        DEX        CON        INT        WIS        CHA
  20 (+5)   20 (+5)     24 (+7)    18 (+4)   18 (+4)    16 (+3)
  Skills: Deception +8, Arcana +8, Religion +8, History +8
  Damage Resistances: necrotic, poison, 
  Damage Immunities: bludgeoning, piercing, and slashing 
  from non-magical weapons
  Condition Immunities: sleep, charm, fear, exhaustion
  Senses: True sight, passive perception 20, 
  Languages: All known and forgotten languages, telepathy 
  120
  Challenge 30 (155,000 XP)
  Intimidation Lolth can intimidate any living creature 
  within 50 feet of her. 
  Aspect of the Trickster Lolth can transform into the 
  likeness of anyone who is faithful to her. She retains 
  all her of abilities and stats while in this form. 
  Subtle Ruse Lolth can pull any memory from a cho-
  sen target and use illusion to recreate that memory 
  around them at will.  This is a psychic, non-magical 
  effect.
  Sunlight Sensitivity While in sunlight, Lolth has disad-
  vantage on attack rolls, as well as wisdom (percep-
  tion) checks that rely on sight. 
  Legendary Resistance (3x/day) If Lolth fails a saving 
  throw, she can choose to succeed instead. 
  Magic Resistance Lolth has advantage on saving 
  throws against spells and other magical effects. 
  Innate Spellcasting Lolth’s innate spellcasting ability is 
  charisma (spell save DC 21). She can innately cast the 
  following spells requiring no material components. 
  At-will: dancing lights, charm person, crown of mad-
  ness, dissonate whispers, 
  1/day: clairvoyance, darkness, detect thoughts, dispel 
  magic, faerie fire, levitate (self-only), suggestion 
  Lolth can provide the party with the following infor-
  mation: 
  If the party is brought to her...
  Lolth will be irritated by whatever prompted them to 
  be brought to her. Failed lying, failed deception, etc. 
  will amuse her but if the party did anything to her 
  painting, her heart, or the clutch, it will irritate her. 
  If the party maintains their drow illusions, Lolth will 
  see through their disguises. She will not want to bar-
  gain with them. She wants them to apologize for what 
  they’ve done, but she’ll toy with them if they give her 
  a ton of attitude. 
  If the party comes into court on their own...
  Lolth will greet them as they enter the temple. She 
  will invite them to feast and ask them questions 
  about their journey, how they are enjoying her mas-
  querade, etc. 
  Regardless – she will unveil the true reason they were 
  sent to her. The party received invitations as a dou-
  ble-cross. The individuals who were invited to the mas-
  querade were sent invitations by someone else who 
  wanted them to die. 
  They will have to fight for their lives. 
  Part 4: The Battle
  “Amuse me.”
  The party has the option to persuade Lolth or enter-
  tain her to spare their lives. If they are successful, 
  then they can attempt to leave the temple. 
  However, the drow should attack the party as soon as 
  Lolth utters the phrase “amuse me.” 
  Drow Elite Warrior = # of party members + 2
  Arch-Drow = # of party members -1
  Winged Driders = # of party members -2
  Winged Spiders = # of party members +3
  If the party attempts to attack Lolth, she will always 
  evade and never engage in battle. She can flutter 
  around the temple, observing combat and cheering 
  on her minions, but she won’t fight the party. 
  *If attacked – Lolth doesn’t sustain damage. Injuries 
  heal quickly and she doesn’t lose constitution. 
  *If the party managed to destroy the painting – then 
  Lolth will curse the party member(s) responsible. 
  Lolth will interrogate them. If the party doesn’t con-
  fess the truth, then, being a demigod, she will be able 
  to divine the truth. 
  Not for resale. Permission Granted to print or photocopy this document for personal use only.
  9
  
  Spellcasting Lolth is a 20th level spellcaster. Her 
  spellcasting ability is wisdom (spell save DC 22, +14 to 
  hit with spell attacks). Lolth has the following cleric 
  spells prepared: 
  Cantrips (at-will): guidance, mending, resistance, sa-
  cred flame, thaumaturgy
  1st Level (4 slots): bane, command, cure wounds, guid-
  ing bolt
  2nd Level (4 slots): hold person, silence, spiritual weap-
  on, locate object
  3rd Level (4 slots): bestow curse, clairvoyance, spirit 
  guardians, protection from energy
  4th Level (3 slots): banishment, deathward, freedom of 
  movement, guardian of faith
  5th Level (3 slots): contagion, flame strike, geas, mask 
  cure wounds, scrying 
  6th Level (3 slots): blade barrier, harm, word of recall 
  7th Level (2 slots): divine word, planeshift, etherealness
  8th Level (2 slots): holy aura, antimagic field
  9th Level (2 slots): gate, mass heal 
  Actions
  Multiattack. Lolth can attack three times per round. 
  Legendary Actions. Lolth has three legendary actions 
  per turn. 
  Claw (spider-form). Melee weapon attack: +10 to hit, 
  reach 10 ft., one target. Hit: 28 (5d4+15) piercing dam-
  age, plus an additional 10 (2d6+3) poison damage. 
  Lolth’s claws are dagger-like talons on the end of her 
  legs.
  Slam (spider-form). Melee weapon attack: +10 to hit, 
  reach 20 ft cone., multi-target. Hit: 42 (5d10+15) blud-
  geoning damage. 
  Legendary Actions
  Lolth can take three Legendary Actions choosing from 
  the options below. Only one Legendary Action option 
  can be used at a time and only at the end of another 
  creature’s turn. Lolth regains spent Legendary Actions 
  at the start of her turn. 
  Mortals’ Curse. (Recharge 5-6). By a simple muttering 
  of words, Lolth casts Mortals’ Curse on a single target. 
  The Curse requires her concentration until the com-
  pletion of the transformation. It begins their painful 
  transformation into a drider. They must make a DC 19 
  constitution save every round. On three successes, they 
  have resisted the curse. On three failures, they are 
  transformed, and their mind is Lolth’s. Any other com-
  bination results in extreme agony and half-transforma-
  tion. Target can be healed by Greater Restoration.
  Attack. Lolth makes one claw or slam attack.
  Lair Actions
  On initiative count 20 (losing initiative ties), Lolth takes 
  a lair action to cause one of the following effects. Lolth 
  cannot use the same effect two rounds in a row. 
  Reinforcements. From each of the entrance tunnels ad-
  jacent to her lair, roll on the below table to determine 
  what creature enters from that direction. 
  On a d6: 
  1. (2x) Winged Drider
  2. Winged Arch-Drow
  3. Young Adult Winged Spider
  4. Drow
  5. Winged Drider
  6. (2x) Winged Arch-Drow 
  Earthquake. 1d8 boulders fall from the ceiling dealing 
  4d10 damage to any character failing to make a DC 15 
  dex check. 
  If the party defeats all of her minions in Part 4, she 
  will retreat down the crags in her temple to her lair 
  (Figure 3). The party can follow her and continue 
  combat in this second space. 
  Part 5: Escape
  If the party manages to beat the drow, driders, and 
  spiders, and they aren’t all turned into driders by 
  Lolth, then she will allow them to return upstairs. 
  Lolth has put together this feast day and masquerade 
  for her entertainment, and if the party killed off weak 
  minions, then they’ve done her a favor. 
  Death is common in the Underdark, and incompe-
  tence is rewarded with swift justice.
  She will happily allow them to return to the masquer-
  ade and return home. 
  If the party does attempt to engage her in combat, 
  then she will turn them all into driders to live in Cas-
  tle Aranea for the rest of their lives. They will take the 
  place of those they killed. 
  Part 6: Notes
  Pacing should allow for RP with the NPCs at the be-
  ginning of the story. Theoretically, the players will not 
  meet Lolth until the second session if this is being run 
  as a two-session adventure. 
  Not for resale. Permission Granted to print or photocopy this document for personal use only.
  10
  
SOURCE: textdata/thevault/Dungeons & Dragons [multi]/5th Edition (5e)/3rd Party/DMsGuild/Non-Publisher Titles/Masquerade de Lolth.pdf