THE REMADE

THE DARK DESCENT

A 5e Compatible Adventure
Suitable for Levels 5-10

1
 CREDITS
Developed by:
Bestiarum Games

Lead Game Designer:

Alexander Dovermann

Game Designer:
Giovani C. Fiorini

Graphic Design:
Katarina Popovici
Alexander Dovermann

Cartography:
Giovani C. Fiorini
Alexander Dovermann
Katarina Popovici

ON THE COVER:
THE FLESHSMITH

“
The Fleshsmith is both mother and maker of the
Remade.
Sequestered away deep in her subterranean
surgical theater, she is the twisted artist responsible
for grafting together the horrors at her command.

2
 CONTENTS
The Dark Descent ............................................ 1
Credits............................................................... 2
Contents ........................................................... 3
Foreword: The World of Doaden ................ 4
Adventure Summary: The Dark Descent ...... 5
SCENARIO STRUCTURE ..................................... 5
Story Hook .................................................................... 5
Chapters ...................................................................... 5
Balance ........................................................................ 5
Introduction .................................................... 6
BACKGROUND INFORMATION............................. 6
The Infested Mine ....................................................... 6
The Necro Spiders & Remade ............................ 7
Chapter 1: A Revival in Darkness ................. 9
MIDDLE LEVEL BACKGROUND ........................... 9
Grik, the Lone Survivor ............................................... 9
Reviving the Party....................................................... 9
Map A: Infested Mine Middle Level ...................... 11
MAP A: AREAS ................................................ 12
A1) Body Pit ............................................................... 12
A2) Tunnel Intersection ............................................ 12
A3) Bottomless Hole ................................................. 12
A4) Infested Section ................................................. 12
A5) Minor Nest ........................................................... 13
A6) Elevator Control Room ..................................... 14
A7) Elevator Access ................................................. 14
ELEVATOR AMBUSH ........................................ 15
Map B: Mining Elevator ........................................... 16
Ending the Encounter .............................................. 18
Chapter 2: The Cult of the Spider.............. 19
UPPER LEVEL: BACKGROUND .......................... 19
Unlocking the Elevator ............................................ 19
Grik .............................................................................. 19
Map C: Infested Mine Upper Level ....................... 20
MAP C: AREAS ................................................ 21
C1) Elevator Access ................................................. 21
C2) Living Quarter 1 ................................................. 21
C3) Living Quarter 2 ................................................. 21
C4) Ceremonial Chamber...................................... 22
The Descent............................................................... 22
Chapter 3: The Spider’s Den ........................ 23
LOWER LEVEL: BACKGROUND .........................23
Meeting the Fleshsmith ............................................23
Acid Cocoons ...........................................................23
Map D: Infested Mine Lower Level ........................24
MAP D: AREAS.................................................25
D1) The Landing ........................................................25
D2) Abandoned Camp ...........................................25
D3) Feeding Ground ................................................25
D4) Birthing Chambers .............................................26
D5) Fleshsmith’s Throne ............................................26
D6) Elevator Access..................................................27
THE FINAL ASCENT .........................................28
The Broodmother Fight .............................................28
Defeating the Broodmother ...................................28
Epilogue ...........................................................29
ENDING THE SCENARIO....................................29
Grik’s Death ...............................................................29
The Path to New Heldon ..........................................29
Appendix A: Bestiary .......................................30
Swarms (Cr 2) .................................................32
CAVE SPIDER ..................................................32
DARK ELF CULTIST ..........................................34
NECRO SERVITOR ...........................................36
Soldiers (Cr 3)................................................38
DARK ELF WARRIOR ........................................38
NECRO WARRIOR ............................................40
DRIDER ...........................................................42
SWOLLEN .......................................................44
Elites (Cr 5) .....................................................46
FLESHSMITH’S DAUGHTERS .............................46
DARK ELF HIGH PRIESTESS .............................48
Commanders (Cr 7) ........................................50
FLESHSMITH, THE............................................50
FLESHSMITH’S TRIUMVIRATE ............................52
...........................................................................53
Bosses (Cr 10 / 12) .......................................54
THE BROODMOTHER .......................................54
Appendix B: Treasures ...................................57
ITEMS ..............................................................57
Blood of the Maker ...................................................57
3
 FOREWORD: THE WORLD OF DOADEN

W
elcome to Doaden, the dark Civilization & Trade in Doaden have
fantasy setting of tainted lands crumbled. Only gold, silver, and copper are
and twisted monsters, where an circulated, and only at 1/10th the amount
ever-creeping affliction corrodes suggested in D&D manuals. Magical items
the very essence of existence. It is a world of are extraordinarily rare.
decay and depravity where once-righteous
men and heroes of glorious purpose now Statblocks for Bestiarum creatures are
struggle to survive as cults and dark gods vie included in the scenario appendix. These
with one another to consume the last creatures will be written in bold text.
vestiges of humanity.
Doaden is filled with horrific scenarios and
impossible decisions. Players will have their
Narrative Scripts. Passages in this format
morals challenged, and often no outcome
are meant to be read aloud or
will feel “good” or “just”. The heavy decisions
paraphrased. They build atmosphere or
these heroes make often leaves them
disheartened, and it is important that players reveal key information to the adventuring
prepare themselves for this setting before party.
starting any adventure through the realm.

Hope. Yet as dark as Doaden may be, it is

important that your players, as human
beings, are able to find respite from the
darkness. Light may be found even in the
darkest of places, and you should alleviate
the mood at the table if you notice your
players have trouble adjusting.
Recurring Rules. These passages cover
mechanics used to resolve situations in the
scenario. The rule will be detailed in this
format the first time it is used, but it may be
referenced more than once.

THERE IS LIGHT YET in Doaden, and though it

may seldom come in the form of love or joy,
Torment Mode. Adventurers in Doaden are
it still shapes itself into a semblance of honor,
purpose, and redemption. designed for Normal Mode parties ranging
from levels 5 - 7 and Torment Mode parties
- Dreyen Solius, Journal of the World’s Ending.
ranging from levels 8 - 10. Torment Mode
modifications to encounters are written in
this format.
Compatibility. This adventure is intended
for use in conjunction with the D&D 5e
Player’s Handbook (PHB), Dungeon Master’s
Guide (DMG), and Monster Manual (MM).

4
 ADVENTURE SUMMARY: THE DARK DESCENT
S
kittering horrors and hybrid
monstrosities inhabit the lightless
places below Doaden’s surface.
Subterranean caverns are infested
with things so horrifying that we can only
pray they never see the light of day.
In these dark places, these lightless realms
of the Necro Spiders, the Broodmother reigns
supreme. A nightmare monstrosity, her
chittering swarms spill forth from every
earthen orifice, every tunnel opening or
darkened pit, or from the bodies of the
unfortunate travelers that delve too far
below the surface.
Be wary adventurer, keep your eyes open
and ears sharp, lest you become the next
meal for those things that dwell in the dark.
SCENARIO STRUCTURE
This is a dungeon-crawling adventure taking
place entirely within an infested three-level
mine.
STORY HOOK
One night, as the party camps in a darkened
woodland, they are ambushed by unknown
assailants, struck by unseen weapons and
lose consciousness.
When they wake, the party find
themselves in an abandoned mine infested
by dark elves and arachnid monsters. They
must learn to operate an old platform
elevator to escape and return to the open
air. But first, they must descend into the
lightless depths where unknown horrors lurk.
This story hook may be used before, after,
or even during another adventure,
interrupting their journey until they find a way
to escape.
CHAPTERS
Chapter 1. The party wakes on a pile of
bodies deep in a lightless mine. They meet
Grik, a strange survivor who knows how to
operate an old elevator to return to the
surface. But escape is not so easy. The
rattling contraption draws the attention of
spider swarms and the Broodmother, a giant
monstrosity, attacks, overpowering the party
and preventing their escape.
Chapter 2. The party escapes the
Broodmother, plummeting back into the
depths. To hatch a new escape plan, they
must fight their way through ranks of spider-
worshiping, dark elf cultists.
Chapter 3. Unfortunately, options for escape
are running thin. The only hope is to descend
to the lowest levels of the mine; the chamber
of the Fleshsmith, a strange being who
reshapes the fallen into hideous monstrosities.
Her blood grants superhuman reflexes and
agility, allowing the drinker to dance around
the Broodmother’s acid attacks. Drinking the
blood is a gruesome act, but an act that
must be done.
BALANCE
This scenario is balanced for 3-4 players, with
Normal Mode levels 5-7, and Torment Mode
levels 8-10.
5
 INTRODUCTION
T
he scenario begins with the party
being ambushed by unknown
assailants. When they wake up, they
find themselves in an abandoned
mine infested with spider
monstrosities and dark elf cultists. To escape,
they must navigate the shadowy tunnels and
learn to operate an old elevator, all while
fending off the dark horrors and twisted
nightmares that descend upon them.
BACKGROUND INFORMATION
The following paragraphs discuss information
that will be helpful to keep in mind while
reading through and running this scenario.
THE INFESTED MINE
The mine in this scenario is occupied by a
group of dark elf cultists and strange spider-
hybrid monstrosities. It has three levels, each
of which are connected by an elevator
shaft.
The Upper Level of the mine is occupied
by dark elf cultists known as the Remade.
The cult captures victims above-ground and
delivers them to the Fleshsmith’s spiders
below.
The Middle Level is a halfway point
between the cultists and the spiders in the
lower caverns. The cultists drop their victims
down a hole into this level, after which the
spiders take the victims to the lower depths
of the cave.
The Lower Level is the heart of the
Fleshsmith’s spider nest and where she
resides along with her spider monstrosities,
constantly stitching together her children to
bring them back to life.
6
History of the Mine
Decades ago, this was an active mine on
the outskirts of the town New Heldon.
However, one fateful day, the miners dug
into a Cave Arachnid burrow. Giant spiders
spilled forth, swarming through the mine and
eating all of the miners, all except one lone
survivor, a man named Grik, who has turned
strange from his many years of isolation.
The Elevator
An elevator shaft connects the three levels
of the mine and is the only way to reach the
surface. The elevator is pivotal to this
scenario. The rules for operating the elevator
are as follows.
Platform Lever. The elevator has a lever on its
platform that makes the elevator ascend or
descend.
Platform Lever. Cranking the Platform
Lever to the right makes it rise. Cranking it
to the left makes it descend.
Control Console. Additionally, a control
console is placed on each level of the mine,
which can lock the elevator in place or call it
to the level.
Console Right Lever. When the lever on
the right is pulling it down, it engages a
lock on the level. If the elevator is on the
level or travels downward to this level, it
will become stuck until the lever is
disengaged.
 Console Left Lever. When the lever on the
left is pulled down, it calls the elevator to
the level, unless the elevator is locked on
another level.
Master Console. The control console on the
lowest level of the mine is special and acts as
a master control for the elevator.
Master Console. The master control
console acts similarly to the other control
consoles. However, it has the ability to
override all other consoles. The lever on
the right, when used, engages or
disengages the locks on all levels.
THE NECRO SPIDERS & REMADE
Years after the infestation of the mine, a
group of dark elves moved into the mine.
They formed a strange, unnatural symbiotic
relationship with the cave spiders.
Fearing the extinction of their race, the elf
cult, calling themselves the Remade, turned
to the forbidden art of flesh shaping. When a
Remade dies, their remains are taken to the
Fleshsmith, a priestess who stitches them
back together, replacing any missing limbs or
organs with parts from spiders and other
humanoids.
The stitched bodies are then wrapped in
strange, acidic cocoons which meld the
flesh and souls together, birthing a creature
that is neither an elf nor a spider, but
something more.
Over time, individuals lose themselves as
they are reshaped again and again, their
bodies turning ever more monstrous and their
minds becoming crazed and bestial. In their
twisted form, they lose all sense of identity
and turn against those they once knew, now
known as Necro Spiders.
More information about the Necro Spiders
and Remade and is included in Appx. A:
Bestiary.
The Broodmother
The Broodmother blocks the elevator's path
to the surface. Her giant dome webs form a
canopy over the whole mine. She was once
the queen of the Remade but has become
irreparably twisted over countless reshaping,
now nothing more than a prowling monster.
As the old hive queen, the rest of the
Necro Spiders continue to serve her. Her
swarms are constantly at odds with the
surviving Remade.
The Fleshsmith
The Fleshsmith was the Broodmother’s
priestess and aide in the past, but now tries
to take control of the spider colony to save it
from her madness. She will gladly help the
party if it means slaying the Broodmother
and allowing her Remade, who she refers to
as her children, to live in peace.
Wave Combat Encounters
Use the following rules when running wave-
based encounters during this scenario.
Spawning Waves. Spawn enemies at the
beginning of their noted round, according
to any rules which may be specified.
Initiative. If an enemy spawns at the
beginning of the first round of combat, roll
its initiative as normal.
Delayed Initiative. If an enemy joins the
fight on any round after the first, it is added
to the end of the initiative order.
Fast Initiative. If an enemy has a
Dexterity modifier of +4 or higher, it is
7
 placed at the beginning of the initiative After reading this script, the party will wake in
order instead. area A1 of the Infested Mine Middle Level
map. Turn to Chapter 1 to continue.

Starting the Adventure

Start this scenario by determining what the

players had been doing prior to this
adventure. Completing any adventure or
mission, or simply wandering from one place
to another, will work. The nearest town is New
Heldon, so this location would make a good
link to the story.

To begin this adventure, read this script:

The night is dark and quiet. Your small

campfire sends ashes floating into the air,
barely illuminating its surroundings as the
looming shadows of the woods suffocate
the flickering light.
As you prepare to sleep, a sudden gust
of air brushes across the camp. Your eyes
dart back and forth, and you think you see
movement in the bushes. You are about to
reach for your weapon, but before you
have a chance to move, something cold
pierces your neck, sending a sharp pain
echoing through your body.
In seconds, your vision narrows, and
your hearing dulls. Your breath quickens
with your accelerating heartbeat. You
attempt to move but your muscles
constrict against your will, bringing you to
your knees. You watch with blurred vision
as your comrades fall to the ground one
after another and looming shadows
emerge from between the trees. One of
the shadows stops and turns to you,
approaching you swiftly. But before you
can identify it, the world fades to black.

8
 CHAPTER 1: A REVIVAL IN DARKNESS
U
pon awakening, the party finds
themselves deep in an abandoned
three-level mine. They begin on the
middle level. However, they have
no way to gauge how deep they
are.
MIDDLE LEVEL BACKGROUND
This middle level of the mine was used to
transfer materials from the lower to the upper
level. Now, it serves as a dumping ground for
offerings made by dark elf cultists to their
Fleshsmith.
GRIK, THE LONE SURVIVOR
The players may find Grik in area A2. Grik is
friendly and wishes to help the party with
information, hoping to escape as well. Use
Grik to provide information about the mines
and elevator. Grik himself hides and does not
fight. However, he should stay near the party
in case they have questions or want
someone to talk to.
Grik’s Background. Grik was a miner in the
cave decades ago, he was cut off from the
surface and has been living inside the cave
since the spider infestation, scavenging
meat from the corpses that the dark elf
cultists throw to the spiders. He will prefer not
to go into detail about this gruesome
necessity.
The Elevator. Grik knows the elevator is the
only way to escape. He should direct the
party to area A7 and to control console at
area A6.
Remade. Grik knows some weird people live
in the upper level of the mine. They throw
bodies of animals and people down into the
pit in area A1. The bodies are taken away by
nasty spider things and stuffed into cocoons.
After some time, the cocoons hatch into
even more nasty spider things.
The Hole. The heart of the spider nest is down
the hole in A3. It is a terrifying place and
should be avoided at all costs. Grik will never
go down here willingly.
REVIVING THE PARTY
To continue the adventure, read this script:
You wake up in complete darkness to the
sound of dripping water and a soft, slimy
sensation beneath you.
Your whole body feels sore and your
muscles tight, as if rigid from paralysis. As
you slowly regain control of your arms, you
reach out in the utter darkness, feeling the
shape of your backpack nearby. You
draw a torch from the pack and with
great effort fumbling with a piece of flint
and tinder, manage to light it.
The yellowing light pushes back the
darkness, revealing the walls of a shallow
pit around you. The pit is filled with corpses;
humans, animals, and strange beasts that
you have never seen before. They are in
various stages of decomposition, with
clear signs of blunt damage from an
apparent fall.
Climbing out of the pit, you find a cave
system with a tunnel path leading forward.
Cobwebs hang from the ceiling and the
ground is strewn with small piles of bones.
9
 Somewhere in the dark, you hear a
stone fall to the ground. There is a soft hiss
followed by fading stridulations of quickly,
hard steps.

After reading the script, proceed to area A1

of Map A: Infested Mine Middle Level.

10
MAP A: INFESTED MINE MIDDLE LEVEL

11

MAP A: AREAS
The following paragraphs detail the
explorable areas of the mine’s middle level,
in which the party awakens.
A1) BODY PIT
The party wakes in this area, the dumping pit
of living offerings. The pit lies beneath a hole
in the upper levels, on Map C: Infested Mine
Upper Level, area C2. Dark elf cultists in the
upper level drop captured people and
beasts down the hole and into the pit. The
party, taken as offerings in the ambush, were
dumped down the hole to give to the spiders
below.
A2) TUNNEL INTERSECTION
Bones litter the ground in this area. If a
creature steps on them, several Cave Spiders
lurking nearby will be alerted and attack.
Enemies. If the spiders are alerted, spawn the
following enemies near the party:
2x Cave Spiders
Torment. Add the following enemies:
1x Swollen
A3) BOTTOMLESS HOLE
There is a hole with a large wooden beam
above it. A rope can be tied to the beam to
descend. A 50 ft. drop leads to the lower
level, the heart of the Fleshsmith’s spider
nest. In this area, the party is approached by
Grik, the lone survivor of the mine infestation.
Script. As the party approaches, read:
12
You approach a wide hole in the ground,
approximately 20 ft. across. You glance
down as you hold out your torch. The walls
of the hole are engulfed in several layers
of slick white webs that thicken as the hole
descends until it disappears into utter
darkness.
Suddenly, you hear a shaky voice
behind you.
“I… I wouldn't go down there… if I were
you.”
Looking back you see a hunchback figure,
frail and malnourished, peering out warily
from behind the tunnel corner. He is
emaciated, his milk-white skin so
translucent that you can see the blue
veins beneath it. His hair has mostly fallen
out, just a few long strands of silky gray left
on his scalp. His form is misshapen and
twisted, and it is impossible to tell his age.
He steps forth, shielding his wide eyes
from your torchlight with one hand.
Conversation with Grik
The strange man is Grik. The party should
speak with him now. Review his background
and conversation notes in the Middle Level:
Background section.
A4) INFESTED SECTION
This passageway is covered with webs, if any
creature touches the webs, spiders will feel
the tremors and attack.
Several broken wooden columns form a
walkway to the other side over the webs.
However, the wood is shattered, and
creatures must carefully jump over the planks
to avoid alerting the spiders.

Script. As the party approaches, read:
The tunnel here, including the floor, walls,
and ceiling, are slick with white webs.
Looking up, you see several twisted spider
monstrosities on the ceiling. Their bodies
are still, folded into resting positions, and
they do not seem to notice you or your
torchlight.
Looking for a way to cross the webbing
without touching it, you see that several
wooden support beams have fallen over a
section of the webs. However, the timbers
have shattered, leaving a gap of several
feet between the planks.
Crossing the Webs. A creature may walk
onto the fallen wooden supports and jump
across the webs. However, they must
succeed on a DC 10 Dexterity (Acrobatics)
check to cross safely. If a creature fails, it
touches the webs and alerts the spiders.
If all party members successfully cross the
webs without disturbing them, skip to the
next area.
If a creature fails, read:
You fumble and touch the web, sending a
vibrating wave through the silky material.
You hear an inhuman screech as a
grotesque thing launches itself from the
ceiling at you, a withered amalgamation
of humanoid and arachnid forms.
Enemies. If the webs are disturbed, spawn
the following enemies near the party:
1x Drider
1x Fleshsmith’s Daughter
Torment. Add the following enemies:
1x Swollen
A5) MINOR NEST
This area is a minor nesting ground for Cave
Spider hatchlings.
Script. As the party approaches, read:
Thick cobwebs cover a cramped, lightless
chamber. Clutches of silky, skull-sized
round eggs pulsate in darkness. You can
see a small opening at the other end of
the room.
Accessing area A6. The party can safely
access area A6 through a locked door to
the side. However, to pass through this door,
the party must succeed on a DC 15 Dexterity
(Lockpick) check or smash it down with a DC
18 Strength check.
If they fail, they must travel through the
nest. If the webs are disturbed, they
immediately hatch, spawning a wave of
small spiderlings. Any creature within 10 ft. of
the web is bitten by baby spiderlings, taking
3d4 poison damage, but the spiderlings
move on into the darkness.
If the eggs are disturbed, read:
A ripple runs through the web.
There is a string of crackling, popping sounds
followed by quick scuttling of hard appendages on
the rock.
A swarm of tiny spiderlings surges forth from under
the webs, covering the floor and walls in an ebbing
wave of tiny black bodies.
They crawl up your boots and drop down from the
ceiling, stinging you with sharp fangs, their million
black eyes glistening in the torchlight as you
frantically swat them away.
But as quickly as they came, the swarm disappears
past you and into the darkness.
13
A6) ELEVATOR CONTROL ROOM

This room contains the elevator controls.

Using the Elevator. The elevator is currently on this level and is locked in place. The party
must unlock the elevator, then enter the elevator and pull the lever on the elevator platform
to ascend.
Supply table. A table with old mining supplies lies in the corner of the room. The table has
three torches, one 50 ft. piece of rope, and an empty backpack. However, if you would like to
provide basic items to the party, you may place them in the backpack.

A7) ELEVATOR ACCESS

The elevator has thick metal chains attached to it on all sides. These chains are connected to
engines that raise or lower the elevator up. However, they work automatically and do not
need the party to interact with them.
Ascending. A lever on the elevator platform may be pulled to control it and make it go up.
However, the elevator locks are engaged at the start of the scenario. Before it will work, the
elevator must be unlocked from area A6.

14
ELEVATOR AMBUSH

Once the lever on the elevator platform is engaged, it will begin to ascend to the top of the
mine. This begins an ambush encounter as swarms of spiders climb onto the elevator platform.

Script. Once the elevator starts rising, read this script and behind the encounter:

You pull the lever and the wooden platform below you begins to shake. Metal gears grind
against one another, making a sharp whine as the machine begins a slow ascent. Looking
up, you cannot make out the ceiling. The tunnel rises up into complete darkness.
As the elevator climbs, you notice webs on the walls, growing ever thicker, and hear
skittering about in the darkness above. You draw your weapons.
Suddenly you hear a loud shriek as a mass of distorted monstrosities emerge from holes in
the walls. They holler in a cacophony of high-pitched screeches and lunge toward you.

Then, proceed to spawn the following waves.

15
MAP B: MINING ELEVATOR

16
Combat Rounds. Begin combat and spawn
the following enemies on the noted rounds.
Round 1. Spawn:
1x Necro Warrior
1x Necro Servitor
Torment. Add the following enemies:
1x Necro Servitor
Round 3. Read this script:
Dust and stones tumble onto the elevator
as a gurgling screech echoes in the dark.
A chittering arachnid launches itself from
the tunnel above, clattering onto the
platform, its swollen abdomen pulsating,
and its gaping maw dripping foul green
saliva.
Then, spawn:
2x Swollen
Torment. Add the following enemies:
1x Necro Warrior
Round 5. Spawn:
1x Swollen
1x Necro Warrior
Torment. Add the following enemies:
1x Swollen
Round 8. The Broodmother will now attack,
but she is too strong for the party to handle.
Use this round to introduce her as a primary
enemy and showcase her attack pattern.
However, before the fight develops further,
the elevator will plunge downward, and the
party will escape.
Script. Begin by reading this script:
As you wipe your blades of green ichor,
you look upward, finally seeing the top of
the cave. You are so close to freedom.
But to your horror, you see a slick white
mesh glistening off your torchlight, a dome
of webs covering the entire cave and a
massive shadow skittering upon it. Bulging
black eyes emerge into the firelight
followed by a gargantuan arachnid
monstrosity. Huge legs ending in humanoid
hands support the creature's massive
weight.
Its abdomen is a stitchwork of corpses
and pulsating sacks dripping a foul
concoction. Each drop sizzles as it falls to
the elevator platform, eating through the
wood, leaving behind nothing but black
corrosion.
With a howl, the thing lunges onto the
elevator. The platform shudders and stalls
under its weight.
Then, spawn:
1x Broodmother
Torment. Use the Broodmother (Torment)
statblock.
17
ENDING THE ENCOUNTER

After spawning the Broodmother, play out

the first round of combat. Demonstrate her
attacks and abilities, especially Acid Spray.
Later, the party will find an item that counters
this ability, so it will be good for them to see it
now.

At the end of the round, Grik will pull the

elevator lever, forcing it to descend and
separating the party from the monster. Read
this script to continue:

Grik shrieks, running from his hiding place

behind a stack of chains. He yanks the
elevator lever, sending the machine in a
frantic downward fall. The giant spider
loses its grip on the platform, hanging
suspended in the tunnel above.
You plummet away, slamming moments
later into the ground, losing your footing
and crashing into the wooden platform as
it comes to a sudden halt.

The party has arrived on the upper levels of

the mine. Proceed to area C1 of Map C:
Infested Mine Upper Level.

18
 CHAPTER 2: THE CULT OF THE SPIDER
A
s the party escapes from the
Broodmother, the elevator
plummets, crashing into the upper
level of the mine. This level is the
home of the dark elf cultists, the Remade.
The elevator locks on this level were
engaged before the scenario, so the
elevator has become stuck for now. The
party will need to unlock it to proceed.
UPPER LEVEL: BACKGROUND
The upper level of the mine is used by the
Remade cultists as their lair. The Remade
dark elves are those who still retain most of
their physical form and minds.
On this level, they perform rituals and
prepare offerings to the Fleshsmith, dropping
bodies they capture from the world above
down a hole in area C4. The bodies fall to
area A1 and are harvested by the
Fleshsmith’s spiders.
The Broodmother’s crazed spiders scurry
into the upper level from time to time, so the
Remade must fend them off regularly. Signs
of old skirmishes and dead spiders litter the
area. A few of the Fleshsmith’s spider hybrids
ascend to this level to support the cultists.
UNLOCKING THE ELEVATOR
The elevator control on this level was set to
the lock position, so as the elevator
descended to this level, it became locked
into place. The party must unlock it to
continue.
The elevator control console on this level is
in the same relative location as it was in the
previous level. The party will likely start by
searching for it. However, the console has
been smashed by a small landslide and is no
longer operational.
The master control console in the lowest
level of the mine will be the only way to
unlock the elevator. However, the party will
only be aware that the master console is the
only hope after finding the broken console
on this level.
GRIK
Grik pulled the platform lever to save
everyone from the Broodmother. You might
hold a short conversation with Grik before
proceeding to provide the following
information about his thoughts.
The elevator is the only hope. Grik does not
know any other way to reach the surface.
He has searched many times but found no
other way out. The Remade cultists seem to
have their own way to the surface, but he
has never found it.
The control console on this level should
unlock the elevator. It is in the same relative
location as the one on the middle level (Grik
is not aware that the console on this level
has been destroyed).
The Broodmother is a terrifying monster. Grik
has seen her before, but didn’t know that
she now makes her nest at the top of the
cave.
Dark Potions. Grik has seen the Remade
cultists fighting the Broodmother before. They
drink dark potions which turn their blood
black and allow them to move with
superhuman agility, dancing around the
Broodmother and her Necro Spiders with
ease and avoiding her acid attacks. If they
can find some of the potions, they may be
able to defeat the monster.
19
MAP C: INFESTED MINE UPPER LEVEL

20
MAP C: AREAS
The following paragraphs detail the
explorable areas of the mine’s upper level,
Map C: Infested Mines Upper Level (GM).
All rooms on this map share the following
traits.
Cavernous Ceiling. The mine level is a large
space rising approximately 30 ft. to the
ceiling.
Rocky Ridges. Many areas of this map
have large rock ridges that rise from the
ground. The ridges are 15 ft. tall.
Wooden Walls. Many areas of this map are
separated by large wooden palisades. The
palisades are complete barriers that rise from
the floor to the ceiling, A creature cannot
see through or pass through them.
C1) ELEVATOR ACCESS
The party begins here. The elevator is locked
in place and cannot move until the party
finds a way to unlock it.
Wooden Palisades block the party in all
directions except for a wooden door leading
to area C2. The door is closed but may be
opened by any creature.
Resting Area. The room adjacent to the
elevator is empty and quiet, allowing the
party to take a rest.
When the party leaves the elevator, read:
You step out into a dark tunnel. A natural
rock ridge rises before you, approximately
fifteen feet up, atop of which a wall of
thick upright logs rises another fifteen feet
to the cavern ceiling. The planks are tightly
fit together with no gaps between the
lumber.
Directly ahead is a collapsed mine
tunnel ending in a rail. A dead Necro
Warrior lies on the ground nearby, its
twisted form covered in clean slash marks.
Its ichor is dry and crusty, and its carapace
is brittle, apparently slain several days ago.
To the left is a wall with a closed door.
C2) LIVING QUARTER 1
This room is a Remade living quarter. In the
corner is a small hut with nothing valuable
inside.
The Blood Bowl. In the center of the room is
a stone bowl carved atop a stalagmite. The
bowl is filled with fresh blood which the
Remade cultists drink for sustenance.
Door to C3. Along the upper area of the
room, a ridge ascends to area C3. An open
wooden door connects C2 to C3.
Enemies. The following enemies are in this
room:
2x Dark Elf Cultist
1x Dark Elf Warrior
Torment. Add the following enemies:
1x Drider
C3) LIVING QUARTER 2
Remade huts line the walls of this raised
area.
Enemies. The following enemies are present
here.
2x Dark Elf Cultist
1x Drider
Torment. Replace the Drider with:
1x Fleshsmith’s Daughter
21
Items. Inside the tents is nothing useful.
However, on a wooden table outside of the
tents are 2x Potions of Greater Healing
(DMG. 188) and 1d8 gold.
C4) CEREMONIAL CHAMBER
The Remade hold ceremonies in this room
led by the Dark Elf High Priestess. The party
enters the room on an upper ridge, initially
hidden from any enemies in the room
The Sacrifice Pit. In the center of the room is
a large hole in the floor with blood smears
along the floor leading to it. The hole drops
to area A1. The party was thrown through this
pit at the start of the adventure.
The Elevator Console. There was once an
elevator console in this room Unfortunately, it
was destroyed in a rockslide some time ago
and is no longer operational. The party must
find another way to unlock the elevator.
Script. As the players enter the room, read:
You enter on the upper ledge of a long
chamber illuminated by candlelight. At
the far end of the room is a gaping hole in
the floor. A spindly female priestess stands
by the hole, carrying a staff that resembles
a twisted arachnid.
She watches as a pale humanoid drags
a corpse to the hole, touching it on the
forehead and whispering something
inaudibly before the other figure shoves
into the hole. After a moment, you hear a
soft squelching thud.
Enemies. The following enemies are in this
room:
1x Dark Elf Warrior
1x Dark Elf High Priestess (adjacent to the
hole in the floor)
22
Torment. Add the following enemies:
1x Dark Elf Cultist
When combat begins, read this script:
The priestess hisses at you, reaching into
her cloak and withdrawing a vial of dark
liquid. She murmurs a quick prayer as she
downs the thick black substance.
“Blood of the Maker, give me
quickness.”
The Dark Elf High Priestess drinks a bottle of
the Blood of the Maker as the fight starts. The
item is detailed in Appendix B: Gameplay
Resources.
During the fight, use the High Priestess to
showcase the item’s effects by using her
reaction to dodge away from the first
successful attack or area of effect ability
used against her.
THE DESCENT
Since the elevator console in area C4 was
destroyed, the party’s only option is to reach
the master control terminal. Grik can direct
them back to down, but is too scared to go
with them, opting to stay on the elevator
platform instead.
The Hole in area A3 descends for 50 ft. A
rope can be attached to the beam above
the hole and then the party can scale down
the rope, arriving in area D1. The descent is
eerie as the walls are covered in layer upon
layer of thick webs that grow thicker as the
hole descends.
 CHAPTER 3: THE SPIDER’S DEN
D
Escending to the lowest level of
the cave, the party will find
themselves in the heart of the
Fleshsmith’s nest. The party has two
objectives to accomplish on this
level to escape.
First, the party must reach the master
elevator control console in area D5. There,
they can unlock the elevator on all levels
and call the elevator to the level.
Second, the party must obtain the
Fleshsmith’s blood, either by allying with her
or killing her. They will face the Broodmother
again when they try to escape. Ingesting the
Fleshsmith’s blood grants the ability to dodge
away from her attacks and acids, giving
them an edge in the fight.
LOWER LEVEL: BACKGROUND
This lowest level is the heart of the
Fleshsmith’s spider nest.
MEETING THE FLESHSMITH
The Fleshsmith resides in area D5, unable to
move from her seat as her legs have
atrophied long ago. Her physical form is
weighed down by the many large arachnid
appendages that sprout from her back. Her
hybrid arms are useful for dexterous, precise,
surgical activities, but cannot support her
weight. So, she remains in place, continually
stitching together new beings from the flesh
of the fallen and placing them into cocoons
to be reborn.
A Strange Alliance. By the time the party
finds the Fleshsmith, she will have learned of
their strength and mission to return to the
surface. Her servants have watched from the
shadows, reporting to her all of the party’s
activities. She will offer up her blood freely if
the party agrees to leave her in peace and
slay the Broodmother. Once the hive queen,
the Broodmother has become a mindless
monster after too much reshaping. Now
preying on her own kind, she must be
removed so that the nest can live in peace.
Death Matters Not. Though the party has
slain many of the Fleshsmith’s spiders and
cultists over their adventure, their deaths
matter little. The Fleshsmith will be able to
stitch them back together and rebirth them.
However, if the Fleshsmith dies, the colony
and Remade will eventually die without her.
ACID COCOONS
Spread throughout this level are several
greenish cocoons that hang from the ceiling.
They are stuffed with stitched bodies and
injected with a soupy acid that is necessary
for the reshaping process. If the cocoons are
disturbed, they burst, spraying acid in the
area.
Bursting Cocoons. Whenever a creature
comes within 5 ft. of an Acid Cocoon, it
bursts. Any creature within 10 ft. must
make a DC 12 Dexterity saving throw to try
to avoid the acid. On a failure, it is struck
by the acid and takes 2d6 acid damage.
Web Walk. Creatures with the Web
Walker ability do not trigger the cocoons
bursting but can still take damage from
the acid.
23
MAP D: INFESTED MINE LOWER LEVEL

24
MAP D: AREAS
The following paragraphs detail the
explorable areas of the mine’s lower level,
Map D: Infested Mines Lower Level (GM).
D1) THE LANDING
The party begins Chapter 3 here. Read this
script to continue the scenario.
its abdomen, moaning as they glance
about with blind eyes.
Enemies. The following enemies are in this
room:
1x Fleshsmith’s Triumvirate
Torment. Add the following enemies:
1x Cave Spider

Items. The following items can be found in

You descend down the eerie descending
tunnel lined with layers upon layers of
webbing. As you reach the bottom of the
hole, you drop to firm ground, find yourself
in a large, hollow chamber connecting to
sets of branching pathways, each
disappearing into the darkness. You hear
faint skittering echoing through the
shadows.
D2) ABANDONED CAMP
this room.
Supply table. On a wooden table along
the wall, there is a Lamp and x3 Oil Flasks.
Chest. In a chest between some old tents,
there is one Armor +1 (DMG, p.152). You may
determine the exact item to suit the party.
D3) FEEDING GROUND
In this room, the spiders bring bodies to feed
upon their flesh. Drained corpses litter the
floor.

This room is an abandoned mining camp. As

Script. As the party approaches, read:
the party approaches, read:

A pile of corpses is stacked up at the far

You see a large cavern. The walls are lined
end of the small room. They are all naked,
with wooden tables, scattered mining
their bodies thin and emaciated, their skin
tools, and a few torn tents. You can make
leathery and tight, as if drained of all
out a wooden chest between two of the
liquid.
tents at the far end of the wall.
Hanging above the corpses is a
You are about to enter when you see a
greenish cocoon, wrapped tightly around
large shadow lumbering about the center
a man’s body. The man’s head sticks out
of the room. As it moves, the sound of
of the top, clad in the unmistakable
scraping metal pierces your ears and you
facemask of the Penitent Crusade. He
see a trail of sparks on the ground. A
raises his head and whispers.
heavily armored spider monstrosity paces
back and forth dragging an enormous
“I can’t feel my legs… help me.”
blade along the stone floor. Several
humanoid beings are stitched together on
Freeing the Crusader. The Crusader is
trapped in an Acid Cocoon. His lower body
25
has been completely dissolved already and
there is no way to save his life.
If his cocoon is disturbed in any way, it will
explode immediately and any creature
within 10ft. must succeed on a DC 12
Dexterity saving throw to avoid the spray or
take 2d6 Acid Damage. The crusader dies in
the process.
D4) BIRTHING CHAMBERS
The ground in this room is covered in webs
and considered difficult terrain. Stepping
anywhere on the web will attract the
attention of nearby spiders.
Script. As the party approaches, read:
Webs cover the entire floor of the large
cavern. Several cocoons dangle from the
ceiling to hang a few feet from the
ground, pulsating with a sickly green glow.
They rock gently in place, moving back
and forth and dripping ichor that sizzles
into the ground.
Monstrous-looking arachnids move
about the place tending to the cocoons
and chittering to each other in a strange,
inhuman language.
Along the left side of the cavern, a
wooden column walkway rises above the
webs and travels around the room.
However, it is shattered in several areas
and several of the cocoons hang
dangerously close to the wooden planks.
Crossing the Webs. A creature may jump
safely across each gap in the wooden
walkway by making a successful DC 6
Dexterity (Acrobatics) check. On a failure,
the creature lands on the webbed area and
triggers the Birthing Chamber Encounter.
26
Birthing Chamber Encounter
If the party touches the webs in this area,
begin combat and spawn the following
enemies.
Round 1. Spawn:
1x Drider
1x Cave Spider
Torment. Add the following enemies:
1x Cave Spider
Round 3. Spawn:
1x Fleshsmith’s Daughter
Torment. Add the following enemies:
1x Cave Spider
D5) FLESHSMITH’S THRONE
The Fleshsmith always stays in this area,
unable to move from her seat. She is
surrounded by flesh materials that she uses in
her reshaping process.
When the party first encounters her, she will
offer an alliance, giving her blood freely if
they agree to slay the Broodmother and
leave her in peace. If they agree, none of
the Remade will attack them for the
remainder of the scenario.
Script. When the party enters the room, read:
You enter a strange chamber. The floor is
littered with corpses. Many are missing
limbs or appendages, and disconnected
arms, heads, and torsos lie in organized
piles.
Sitting in a bizarrely serene image of
repose next to the body parts is an
 enormous form resembling a beautiful
woman, but from her back sprout a Elevator Controls
multitude of arachnid limbs, lovingly rolling
a body and slicing it open, extracting its The master control terminal for the elevator is
intestines and inner organs. in this room and intact, and the party may
The woman turns to you as you enter use it to unlock the elevator and call it down
the chamber, her many arms deftly to this level.
unraveling the innards and placing the
body down with the others. She speaks in D6) ELEVATOR ACCESS
a quiet, sad voice.
The elevator access point on this level is the
lowest section of the elevator. Beneath the
“So it is you who disturb my children.
platform area, one can make out a
Please, may we share words?”
mechanical area filled with large gears
that pull the elevator chain as they turn,
Conversation with the Fleshsmith making it rise or fall. The elevator is still on the
upper level, so to access it on this level, the
The players may now converse with the party must both unlock the elevator and call
Fleshsmith or attack. If they speak with her, it to the level.
keep in mind the following topics. Grik should have remained on the elevator
Remade and Necro Spiders. The Fleshsmith platform above, so he should be on it when
will freely answer questions about the Necro it descends to the party.
Spiders, Remade, or reshaping process.
The Broodmother. The Remade suffer
greatly under the constant attacks of the
Broodmother. Twisted in both form and mind
by countless reshaping processes, the old
queen is now little more than a predatory
monster. The Fleshsmith wants her dead so
that her children are safe.

Acquiring the Blood

If the party agrees to slay the Broodmother

and leave the Fleshsmith in peace, she will
cut off one of her own spider limbs, allowing
her dark blood to flow freely from the
wound. The party may drink from the stream
of thick, blackish liquid that spills from the
appendage. Each that drinks the blood
gains a Blood of the Maker item as included
in Appendix B: Gameplay Resources.
Alternatively, the party may hack off a
limb by force or kill her to take her blood.

27
THE FINAL ASCENT
Torment. Add the following enemies:
Once the party unlocks the elevator, boards 1x Swollen
it, and pulls the lever on the platform to
make it ascend, they will face the final boss
Round X. The round after all enemies are
battle with the Broodmother.
defeated, read:

THE BROODMOTHER FIGHT

You kick the last of the spider bodies off
Script. When the elevator is activated, read: the elevator platform, its legs shattering as
it bounces off the rocky tunnel walls
before disappearing into the darkness
The wooden platform begins to rattle. The
below.
heavy gears churn as the contraption
Looking up, you see the sickly white
begins its slow ascent once more. As the
mass of domed webbing grow larger and
elevator climbs, the tunnel walls begin
larger as the elevator climbs. Soon, you
once again to thicken with sticky webbing
are able to make out the shadow of the
and the sounds of carapace legs clicking
Broodmother once again, its giant,
on stone echoes through the dark. You
misshapen form scuttling back and forth in
draw your weapons, knowing what must
a maddened, disjointed frenzy. You
be done.
tighten your grip on your weapon.
Grik looks about nervously before hiding
As your torchlight reaches the monster,
behind a thick coil of chains.
it howls a nightmare screech, lunging onto
the platform once again.
Combat Rounds: Begin combat and spawn
the following enemies on the noted rounds.
Then, spawn:
Round 1. Spawn: 1x Broodmother
1x Necro Warrior
Torment. Use the Broodmother (Torment)
Torment. Add the following enemies: statblock.
1x Swollen
DEFEATING THE BROODMOTHER
Round 3. Spawn:
1x Swollen After the Broodmother is slain, the party may
loot it. There should still be a few moments
before the elevator reaches the surface.
Torment. Add the following enemies:
Loot. When the Broodmother is slain, she
1x Necro Warrior
will drop a Weapon +2 (DMG., p.213). You
may determine the weapon based on the
Round 5. Spawn: party.
1x Swollen
1x Necro Warrior

28
 EPILOGUE
A
fter defeating the Broodmother,
the elevator will ascend to the
surface. Grik follows the party as
they leave. However, unknown to
them, he has been fatally injured during the
fight.
ENDING THE SCENARIO
To end the scenario, describe Grik’s death
scene, which occurs as the party returns to
the world above. Read this script:
The elevator creeks as it continues to rise,
the wooden platform now slick with blood
and ichor. The machine breaks free from
the thick white webbing, steadily rising to
the surface.
You fixate on a tiny pinprick of light high
above. At first just the size of a hair, it grows
larger and larger until it fills the entire
chamber with soft white rays. The elevator
comes to rest at a small landing. The
entrance to the cave is just a few feet
away.
Stepping out into the morning air, you
find grass, trees, and a peaceful
woodland quiet. A thin dirt patch runs
along the ground and out of sight. A wave
of relief washes over you as the sun
touches your skin. As you gather yourself, a
meek voice mumbles from behind.
“I…I feel…”
Looking back, you see Grik step forth from
the cave. Something is wrong. His steps are
unsteady and his wide eyes unfocused. His
hands clutch his belly. His limbs shake and
he collapses into the grass, his hands
falling away to reveal a gaping hole
surrounded by corroded, blackened flesh.
His eyes roll back as his body gently
shudders. Then, he is still
GRIK’S DEATH
There is no way to save Grik. He was struck
by the Broodmother’s flailing stinger during
the fight. His body could not handle the
toxins but at least he made it to the sun one
last time.
GM Note: If the Fleshsmith is still alive, the
players might take Grik’s body to her to be
remade. Otherwise, he is gone forever.
THE PATH TO NEW HELDON
The town of New Heldon is nearby. An hour's
journey along the small dirt path will take the
party to a main road in the open, and a few
hours along the road will take the party to
the New Heldon where they can rest,
restock, and recover from their experiences.
You can treat this town as a medium sized
town with a variety of goods and services
that the party may need. A town map and
premade resources are included in the
adventure from the Penitent Crusade I
release, Indictum Dominius: the Cleansing of
New Heldon.
29
 APPENDIX A: BESTIARY

F
earing the extinction of their race, dark elf cultists, now known as the Remade, turned
to the forbidden art of flesh shaping. The Fleshsmith stitches together the bodies of the
fallen, using genetic material from the cave spiders, beasts, and other humanoids to
replace any missing limbs or organs. For the Remade, the reshaping process has
become a way of achieving immortality, though the side effects that corrode the mind and
twist the form are more than most would sacrifice.
Over time, as this process is repeated, the individual loses more and more of
themselves, their bodies turning ever more monstrous and their minds becoming crazed.
In their twisted form, they are known as the Necro Spiders.

30
31
 SWARMS (CR 2)

CAVE SPIDER

Cave Spiders are found throughout the deep places of Doaden, fast and deadly beasts
adept at hunting any prey of any size that are unfortunate enough to enter their caves.
It was obsession with the Cave Arachne that first drove the Remade to intermix their
genetics. Obsessed with what they perceived as the perfect biological form, they searched
for ways to attain their agility and natural toxins.

32
CAVE SPIDER
Medium beast

Armor Class 11
Hit Points 38
Speed 30 ft.

STR DEX CON INT WIS CHA

11 18 12 4 11 4
(0) (+4) (+1) (-3) (0) (-3)

Senses darkvision 60 ft., passive Perception

10
Challenge 2 (450 XP)

Spider Climb. This creature can climb

difficult surfaces, including upside down on
ceilings, without needing to make an
ability check.

Web Walker. This creature ignores

movement restrictions caused by
webbing.

ACTIONS:
Bite. Melee Weapon Attack: +5 to hit,
reach 5 ft., one target. Hit: 7 (2d8 + 3)
piercing damage and 9 (2d8) poison
damage.

Web (1/Day). As a bonus

action, this creature throws
a web at a target within 30
ft. The target must make a
DC 12 Dexterity saving
throw or is restrained by
webbing. As an action, the
restrained target or their
adjacent ally can make a
DC 12 Strength check to
escape.

33
DARK ELF CULTIST

Dark Elf Cultists are nimble hunters, utilizing toxins extracted from the subterranean arachnids
to paralyze their prey. Though they retain their minds and much of their bodies, many of them
have lost limbs which the Fleshsmith has replaced with insectoid parts.
Yet among the Remade, these changes are considered only to be improvements,
enhancing their natural agility and strength.

34
DARK ELF CULTIST
Medium humanoid

Armor Class 14
Hit Points 27
Speed 40 ft.

STR DEX CON INT WIS CHA

13 16 10 12 14 10
(+1) (+3) (+0) (+1) (+2) (+0)

Senses darkvision 60 ft., passive Perception

12
Languages Common
Challenge 2 (450 XP)

ACTIONS:
Multiattack (2). This creature makes two
attacks.

Claw. Melee Weapon Attack. +5 to hit,

reach 5 ft., one target. Hit: 13 (2d10 +2)
slashing damage.

Paralyzing Dart (1/Day). Ranged Weapon

Attack: +5 to hit, range 30/60 ft., one
target. Hit: 3 (1d6) poison damage. If
successful, the target becomes paralyzed
for 1 turn.

REACTIONS:
Evade. In response to an attack or
area effect ability, this creature may
move up to 10 ft. in any direction. If
the movement takes the creature out
of range of the attack or area of the
effect, this creature takes no damage
from that attack or effect. This
movement draws no opportunity
attacks.

35
NECRO SERVITOR

Necro Servitors are the most common of the twisted form. The vast majority of the Remade
become this grotesque and reformed being after countless reshaping processes, as their
original genetic blueprint deteriorates over time.
Though awkward and shambling, Necro Servitors can be turned to all manner of tasks; from
brutal melee, to tunneling, or carrying corpses. They serve their mad queen wordlessly, as if
there were invisible link between them and their master.

36
NECRO SERVITOR
Medium abomination

Armor Class 12
Hit Points 40
Speed 30 ft.

STR DEX CON INT WIS CHA

14 14 14 5 11 8
(+2) (+2) (+2) (-3) (+0) (-1)

Senses darkvision 60 ft., passive Perception

10
Languages Common
Challenge 2 (450 XP)

Spider Climb. Can climb difficult surfaces,

including upside down on ceilings, without
needing to make an ability check.

Web Walker. Ignores movement restrictions

caused by webbing.

ACTIONS:
Multiattack (2). This creature makes two
attacks.

Claw. Melee Weapon Attack: +5 to hit,

reach 5 ft., one target. Hit: 14 (2d10 + 3)
slashing damage.

37
 SOLDIERS (CR 3)

DARK ELF WARRIOR

Dark Elf Warriors are generally male. Like the cultists, they retain much of their physical bodies
and most, if not all their minds. Yet many are grafted with twisted limbs or physical features
that form natural armor or weapons.

38
DARK ELF WARRIOR
Medium humanoid

Armor Class 13
Hit Points 88
Speed 30 ft.

STR DEX CON INT WIS CHA

14 16 15 12 14 10
(+2) (+3) (+2) (+1) (+2) (0)

Senses darkvision 60 ft., passive Perception

10
Languages Common
Challenge 3 (700 XP)

ACTIONS:
Multiattack (2). This creature makes two
attacks.

Cleave. Melee Weapon Attack: +4 to hit,

reach 5 ft., two targets. Hit: 11 (2d8 + 2)
slashing damage.

39
NECRO WARRIOR

Necro Warriors, like the servitors, have become so twisted over the years that they have lost
their forms and minds, falling to the bestial intellect of their spliced arachnid genetics. They are
the front-line soldiers of the Broodmother, spilling forth from the dark orifices of subterranean
caverns to attack and kill all they find and carrying it back their queen so that she may feast
upon the bounty of unending flesh.

40
NECRO WARRIOR
Large abomination

Armor Class 13
Hit Points 88
Speed 30 ft.

STR DEX CON INT WIS CHA

18 16 16 10 18 7
(+4) (+3) (+3) (+0) (+4) (-2)

Senses darkvision 60 ft., passive Perception

10
Languages Understands Common but
doesn’t speak
Challenge 3 (700 XP)

Spider Climb. Can climb difficult surfaces,

including upside down on ceilings, without
needing to make an ability check.

Web Walker. Ignores movement restrictions

caused by webbing.

ACTIONS:
Multiattack (2). This creature makes two
attacks.

Lunge. Melee Weapon Attack: +6 to hit,

reach 10 ft., one targets. Hit: 13 (2d8 + 4)
piercing damage.

Cleave. Melee Weapon Attack: +6 to hit,

reach 5 ft., two targets. Hit: 11 (2d6 + 4)
slashing damage.

41
DRIDER

Driders are the first of the more twisted forms serving the Fleshsmith. Brutally efficient in their
attacks, they are capable warriors and ambushers. They go forth whenever needed, heeding
their mother’s direction, and protecting the Remade from the Broodmother’s attacks.

42
DRIDER
Large abomination

Armor Class 14
Hit Points 92
Speed 30 ft.

STR DEX CON INT WIS CHA

14 18 16 12 14 10
(+2) (+4) (+3) (+1) (+2) (0)

Senses darkvision 60 ft., passive Perception

12
Languages Common
Challenge 3 (700 XP)

Spider Climb. Can climb difficult surfaces,

including upside down on ceilings, without
needing to make an ability check.

Web Walker. Ignores movement restrictions

caused by webbing.

ACTIONS:
Multiattack (2). The Drider makes one
Impale attack and one Pirouette attack.

Impale. Melee Weapon Attack:

+6 to hit, reach 15 ft., one target.
Hit: 17 (3d8 + 4) piercing
damage.

Pirouette. Melee
Weapon Attack: +6 to
hit, reach 5 ft., three
targets.
Hit: 13 (2d8 + 4) slashing
damage.

43
SWOLLEN

The Swollen play a vital role in both the Remade society and in the Broodmother’s hive. They
are most adept at capturing live specimens for their Fleshsmith mistress.
Driven to stuff themselves full of loose scraps of flesh and tendon, the inner workings of their
bellies twist and tie this foul matter to form great messy nets and webs, which they regurgitate
and layer around the deep tunnels. Their glands also produce copious amounts of digestive
acids which are used in the reshaping process, and which can be spat out at enemies to eat
away at flesh and armor.

44
SWOLLEN
Large abomination ACTIONS:
Armor Class 14
Hit Points 52 Multiattack (2). This creature makes two
Speed 10 ft. attacks.

STR DEX CON INT WIS CHA Regurgitate Webs Melee Weapon Attack: +4 to
14 11 12 6 14 8 hit, reach 15 ft., one target. Hit: 5 (1d8 + 2)
(+2) (+0) (+1) (-2) (+2) (-1) necrotic damage. If the attack is successful,
the target must succeed on a DC 12 Dexterity
Senses darkvision 60 ft., passive Perception
12 saving throw or be restrained for one turn.
Challenge 3 (700 XP)
Acid Gob. Tanged Weapon Attack: +3 to hit,
Spider Climb. Can climb difficult surfaces, reach 30/60 ft., two targets. Hit: 17 (5d6) acid
including upside down on ceilings, without damage. This action cannot be used if there is
needing to make an ability check.
an enemy adjacent to this creature.
Web Walker. Ignores movement restrictions
caused by webbing.

45
 ELITES (CR 5)

FLESHSMITH’S DAUGHTERS

The Fleshsmith’s Daughters are honed assassins. Agile and lithesome predators, they are a
horrifying and unique addition to the Remade ranks.
Darting through their cavernous domains with terrifying ease, these predatory monstrosities
fell their prey in moments, striking from shadows above with cruel talons before once again
disappearing into the gloom.

46
FLESHSMITH’S DAUGHTERS
Large abomination

Armor Class 16
Hit Points 128
Speed 30 ft.

STR DEX CON INT WIS CHA

16 20 18 10 16 12
(+3) (+5) (+4) (0) (+3) (+1)

Senses darkvision 60 ft., passive Perception

13
Languages Common
Challenge 5 (1,800 XP)

Spider Climb. Can climb difficult surfaces,

including upside down on ceilings, without
needing to make an ability check.

Web Walker. Ignores movement restrictions

caused by webbing.

ACTIONS:
Multiattack (3). This Fleshsmith’s Daughter
makes one Pounce attack and two Thrash
attacks.

Thrash Melee Weapon Attack: +6 to hit,

reach 5 ft., two targets. Hit: 7 (1d8 + 3)
slashing damage.

Poisoned Pounce. Select a

target within 20 ft. and pounces
on it, moving adjacent to the
target. This does not draw
opportunity attacks. The target
must succeed on a DC 12
Dexterity saving throw or take 14
(4d6) poison damage and then
must succeed on a DC 12
Constitution saving throw or
become poisoned for 2 turns.

47
DARK ELF HIGH PRIESTESS

The Dark Elf High Priestess is the Fleshsmith’s handmaiden. She leads the Remade dark elves
who still
retain most of their natural form, assigning them to missions to return to the surface world and
capture flesh material, and directing them in dark rituals of deliverance, where the bodies of
the captured and fallen are brought to the Fleshsmith’s chambers.
In intimate ceremonies, she too collects the blood of the Fleshsmith, mother to all the
Remade, and brings it to her followers so that they may drink it. In sharing the blood of their
mother, they gain extended agility and dexterity, useful in the fight against the Broodmother’s
servants.

48
DARK ELF HIGH PRIESTESS ACTIONS:
Medium humanoid Staff. Melee Weapon Attack: +7 to hit,
reach 5 ft., one target. Hit: 2 (1d6 -1)
Armor Class 14 bludgeoning damage, or 3 (1d8 - 1)
Hit Points 45 bludgeoning damage if used with two
Speed 30 ft. hands.

STR DEX CON INT WIS CHA Poison Spray (Spell). Spray noxious poison
9 14 10 16 16 14 at a visible creature see within 10 ft. The
(-1) (+2) (+0) (+3) (+3) (+2) target must succeed on a Constitution
saving throw or take 6 (1d12) poison
Senses darkvision 60 ft., passive Perception damage.
13
Languages Common Magic Missile II (Spell) (CD
Challenge 5 (1,800 XP) 2). Create four glowing darts
of magical force. Each dart
Spellcaster (DC 14, Hit +6). This creature is a hits a visible creature within
spellcaster with Spell Save DC and +Hit 120 ft. Each dart deals 1d4 +
with spell attacks as indicated. Spells will 1 force damage to its target.
be noted in their Actions. The darts all strike
simultaneously and can be
Quickcaster. This creature may cast one directed at one creature or
spell with a Bonus Action each turn. several.

Cooldowns. The notation "CD X" means
that ability may only be used once per
that number of rounds. When the ability is
used, the ability is marked with a specific
number. At the end of each round, all
abilities on cooldown are reduced by 1.
Abilities on cooldown reset once they
reach 0, or once combat ends.
Shield (Spell) (CD 4). An
invisible barrier of magical
force appears and protects
you. Until the start of your
next turn, you have a +5
bonus to AC.
Mass Healing Word (Spell)
(CD 4). Up to six visible
creatures of your choice
within 60 ft. regain hit points
equal to 1d4 + 5. This spell
has no effect on undead or
constructs.

49
 COMMANDERS (CR 7)

FLESHSMITH, THE

The Fleshsmith is both mother and maker of the Remade. Sequestered away deep in her
subterranean surgical theater, she is the twisted artist responsible for grafting together the
horrors at her command.
Centuries have passed since madness drove her from her place of learning and out into the
wilds. In her eternal quest to perfect her form, she has left in her wake a trail of torment and
death normally reserved for the most vicious of Warlords. The unfortunate folks who are
dragged into her deep lair are laid upon by her tools, and their harvested limbs and organs
are used to shape the next generation of her children.
However, as any good mother, she loves her creation with a tender fidelity, pained and
saddened whenever one should fall, buy joyful for the opportunity to give them life once
more.

50
FLESHSMITH
Gargantuan abomination

Armor Class 12
Hit Points 300
Speed 0 ft.

STR DEX CON INT WIS CHA

12 10 14 18 22 18
(+1) (+0) (+2) (+4) (+6) (+4)

Saving Throws Con +2, Wis +6, Int +4

Senses darkvision 60 ft., passive Perception
16
Challenge 7 (2,900 XP)

Spellcaster (DC 17, Hit +9). This creature is a

spellcaster with Spell Save DC and +Hit
with spell attacks as indicated. Spells will
be noted in their Actions.

Cooldowns. The notation "CD X" means

that ability may only be used once per
that number of rounds. When the ability is
used, the ability is marked with a specific
number. At the end of each round, all
abilities on cooldown are reduced by 1.
Abilities on cooldown reset once they
reach 0, or once combat ends.

ACTIONS:
Push. Melee Weapon Attack: +4 to hit,
reach 5 ft, one target. Hit: 4 (1d6 + 1)
bludgeoning damage. If the attack is
successful, the target is pushed 5 ft. away.

Life Weaver (Spell) (CD 6). Heal

yourself or any other creature
within 60 ft. for 39 (6d12) hit
points.

51
FLESHSMITH’S TRIUMVIRATE

The Triumvirate is the finest of the Fleshsmith’s creations. A master of battle, the Triumvirate slays
any foe that dares intrude on his mother’s sacred birthing chambers.
While much of her Remade are twisted and barely recognizable flesh-things, the Triumvirate
stands out as a unique creation. The Fleshsmith has sought to combine the greatest of warriors
together, generals and lieutenants, their merged minds and additional limbs allow them to
share their strength and combat experience.

52
FLESHSMITH’S TRIUMVIRATE
Huge abomination

Armor Class 18
Hit Points 174
Speed 40 ft.

STR DEX CON INT WIS CHA

20 18 20 10 26 14
(+5) (+4) (+5) (+0) (+3) (+2)

Senses darkvision 60 ft., passive Perception

13
Challenge 7 (2,900 XP)

Spider Climb. Can climb difficult surfaces,

including upside down on ceilings, without
needing to make an ability check.

Web Walker. Ignores movement restrictions

caused by webbing.

Cooldowns. The notation "CD X" means

that ability may only be used once per
that number of rounds. When the ability is
used, the ability is marked with a specific
number. At the end of each round, all
abilities on cooldown are reduced by 1.
Abilities on cooldown reset once they
reach 0, or once combat ends.

ACTIONS:
Multiattack (2). The Fleshsmith’s Triumvirate
makes two attacks

Cleave. Melee Weapon Attack: +8 to hit,

reach 10 ft., two targets. Hit: 15 (3d6 + 5)
slashing damage.

Sunder (CD 3). Melee Weapon Attack: +8

to hit, reach 10 ft., one targets. Hit: 12 (2d6
+ 5) Piercing damage. If successful, the
target’s AC is reduced by 3 and its
movement is reduced by 10 ft. for 5
minutes. This effect is cumulative up to
two times.

53
 BOSSES (CR 10 / 12)

THE BROODMOTHER

The Broodmother was once the queen of the Remade but has become irreparably twisted
over countless reshapings. Now nothing more than a prowling monster, she and her swarms
block prey on all, even the Remade. As the old hive queen, the rest of the Necro Spiders
continue to serve her, gravitating towards her through some invisible connection.
Her swarms are constantly at odds with the surviving Remade, attacking and ambushing
them in darkened subterranean tunnels.

54
 BROODMOTHER
Gargantuan monstrosity LEGENDARY ACTIONS:
This creature can take 2 legendary actions,
Armor Class 16 choosing from the options below. Only one
Hit Points 231 legendary action option can be used at a
Speed 45 ft. time and only at the end of another
creature's turn. This creature regains spent
STR DEX CON INT WIS CHA legendary actions at the start of its turn.
22 20 22 8 12 7
(+6) (+5) (+6) (-1) (+1) (-2) Lash. Make one Leg Strike attack.

Saving Throws Dex +5, Str, +6, Con +6
Damage Immunities Poison, Acid
Condition Immunities Poisoned, Frightened
Senses darkvision 60 ft., passive Perception
11
Challenge 10 (5,900 XP)
Spider Climb. Can climb difficult surfaces,
including upside down on ceilings, without
needing to make an ability check.
Web Walker. Ignores movement restrictions
caused by webbing.
Acid Spray (Costs 2 Actions). The
Broodmother fires out five globes of acid
from its body up to 60 ft. Each globe
strikes a point on the ground within
range, creating an acid pool within a
circle from that point with a 5 ft. radius.
Any creature in the area when the
globe strikes takes 21 (6d6) acid
damage. Additionally, any creature
that touches an acid pool on its own
turn takes 14 (4d6) acid damage.
The acid pools last until the
Broodmother’s next turn.

Cooldowns. The notation "CD X" means

that ability may only be used once per
that number of rounds. When the ability is
used, the ability is marked with a specific
number. At the end of each round, all
abilities on cooldown are reduced by 1.
Abilities on cooldown reset once they
reach 0, or once combat ends.

ACTIONS:
Multiattack (2). This creature makes two
attacks.
Leg Strike. Melee Weapon Attack: +9 to hit,
reach 10 ft., one target. Hit: 8 (1d6 + 5)
bludgeoning damage.

Bite (CD 2). Melee Weapon Attack: +11 to

hit, reach 10 ft., one target. Hit: 13 (2d6 + 6)
piercing damage. If successful, the target
makes a DC 14 Constitution saving throw,
taking 14 (4d6) poison damage on a success
or half as much on a failure.

55
 BROODMOTHER (TORMENT) ACTIONS:
Gargantuan monstrosity
Multiattack (2). This creature makes two
Armor Class 17 attacks.
Hit Points 247
Speed 45 ft. Leg Strike. Melee Weapon Attack: +9 to
hit, reach 10 ft., one target. Hit: 12 (2d6 + 5)
STR DEX CON INT WIS CHA bludgeoning damage.
22 20 22 8 12 7
(+6) (+5) (+6) (-1) (+1) (-2) Bite (CD 2). Melee Weapon Attack: +11 to
hit, reach 10 ft., one target. Hit: 16 (3d6 + 6)
Saving Throws Dex +5, Str, +6, Con +6 piercing damage. If successful, the target
Damage Immunities Poison, Acid makes a DC 16 Constitution saving throw,
Condition Immunities Poisoned, Frightened taking 17 (5d6) poison damage on a
Senses darkvision 60 ft., passive Perception success or half as much on a failure.
11
Challenge 12 (8,400 XP) LEGENDARY ACTIONS:
Spider Climb. Can climb difficult surfaces, This creature can take 2 legendary
including upside down on ceilings, without actions, choosing from the options below.
needing to make an ability check. Only one legendary action option can be
used at a time and only at the end of
Web Walker. Ignores movement restrictions another creature's turn. This creature
caused by webbing. regains spent legendary actions at the
start of its turn.
Cooldowns. The notation "CD X" means
that ability may only be used once per Lash. Make one Leg Strike attack.
that number of rounds. When the ability is
used, the ability is marked with a specific Acid Spray (Costs 2 Actions). The
number. At the end of each round, all Broodmother fires out five globes of acid
abilities on cooldown are reduced by 1. from its body up to 60 ft. Each globe strikes
Abilities on cooldown reset once they a point on the ground within range,
reach 0, or once combat ends. creating an acid pool within a circle from
that point with a 5 ft. radius. Any creature
in the area when the globe strikes takes 24
(7d6) acid damage. Additionally, any
creature that touches an acid pool on its
own turn takes 17 (5d6) acid damage. The
acid pools last until the Broodmother’s next
turn.

56
 APPENDIX B: TREASURES

T
he following items and magical artifacts can be found in this adventure.

ITEMS

The magic items described here, if they are found, can play significant roles in the adventure.

BLOOD OF THE MAKER

Poison, Legendary (Ingested)

This viscous black liquid tastes of bile. When consumed, it quickens the body’s reactions,
granting the imbiber the Evade reaction. The effects of this poison last for 30 minutes and it
must be consumed within 12 hours of harvest, or it becomes inert.
Evade (Reaction). In response to an attack or area effect ability, this creature may move up
to 10 ft. in any direction. If the movement takes the creature out of range of the attack or
area of the effect, the creature takes no damage from that attack or effect. The movement
draws no opportunity attacks.

57