Q2

Advanced
Dungeons & Dragons

Dungeon Module Q2
Web of Souls
By Joseph Bloch

This module contains background information, a large-scale referee’s map and map key, referee’s notes, and additional sections pertaining to new
creatures for use with this module and the game as a whole. A complete extra-planar adventure for play of ADVANCED DUNGEONS & DRAGONS
is contained herein. This module is intended to replace adventure module Q1 QUEEN OF THE DEMONWEB PITS as the final part of a continuing
series of modules which form a special campaign scenario (DUNGEON MODULES G1, G1A, G2, G3, D1, D2, D3, and D4). Having a copy of
Q1 is, however, recommended.

Web of Souls is unofficial Fan Content permitted under the Fan Content Policy. Not approved/endorsed by Wizards. Portions of the materials used
are property of Wizards of the Coast. © Wizards of the Coast LLC. The remainder is © 2022 Joseph Bloch, all rights reserved.

Greyhawk Grognard
SOME PLACE IN NEW JERSEY
www.greyhawkgrognard.com

1

Advanced Dungeons & Dragons
Dungeon Module #Q2
Web of Souls
By Joseph Bloch
BACKGROUND
Although it sits as the pinnacle of the mega-adventure series G1-
3/D1-3, Q1 QUEEN OF THE DEMONWEB PITS was famously
disappointing. Gary Gygax, the author of the first six adventures in
the series explained it thus:
It was taken out of my hands by the latter when
Sutherland discovered the "Demonweb" pattern in
a hand towel and talked Brian into using it as the
main theme for the concluding module. I had no
creative control over it. *
The result was neither tonally nor narratively connected to the rest of
the adventures, and left many fans dissatisfied.
Most disappointing of all was the fundamental disjunction in the
story. The Eilservs drow clan, the true villains behind the giant raids in
the first three adventures, worshiped the Elder Elemental God,
having given up the worship of the spider-demon Lolth that most
other drow worship. One way of overcoming them in D3 Vault of the
Drow, therefore, was to enlist the Lolth-worshiping drow as allies
against the EEG-worshiping Eilservs.
Q1 QUEEN OF THE DEMONWEB PITS turned this on its head, however,
by positing a finale in which Lolth, not the Elder Elemental God, was
the ultimate enemy to be overcome. This naturally made little sense
in the overall story, and left many DMs and players scratching their
heads. Later, some sort of vague motive for Lolth to essentially hijack
the Eilservs’ plan was retconned into the material, but it is ultimately
convoluted and dissatisfying.
As Gygax himself wrote long after the fact:
I had what I consider a much more interesting plan
for the conclusion of the G-D series, one in which
the PC party could loose the Elder Elemental god
or send him into deeper isolation, thus assisting
Lolth to become more powerful. By very astute
play, they could have thwarted the designs of both
evil entities. The Demonweb Pits were indeed
envisioned as maze like, but there were to be no
machines therein. †
Gygax thus did leave clues as to what his version of the capstone of
the series would be like, however, and the current volume is one
attempt to realize at least a part of that vision.
Lolth and the Elder Elemental God
In eons past, the material form of the Elder Elemental God was
destroyed by the Oerth Mother Beory and scattered across the
*
http://www.enworld.org/forum/showthread.php?22566-Q-
amp-A-with-Gary-Gygax/page87
2
world, the shards of its body creating various Anomalies beneath the
earth.
Despite its dissolution into scores of shards, the Elder Elemental God
was still able to grant power to its few remaining followers, who used
the shards as altars. Through arcane rituals, they were able to feed
their dark god, and received boons in return (for an example of this,
see the Temple of the Eye in G3 HALL OF THE FIRE GIANT KING). Over
time, many of the dark elves were swayed to the worship of the Elder
Elemental God, a fact which infuriated the demoness Lolth, who
otherwise served as the goddess of the drow. In her mania to destroy
her rival, she learned much of its lore, including the imperfection of
its imprisonment, and how it could come to be sealed away forever.
Once she became aware that the Elemental Power Gems had
been discovered, and were located in the overthrown Temple of
Elemental Evil, Lolth sent her agents to infiltrate the temple and
secure the gems, because she knew they were the keys to the prison
of her ancient enemy, the Elder Elemental God. (Note that even if
the Golden Orb of Death has been destroyed in the course of your
campaign, the Power Gems themselves endure and it should be
assumed that they found their way into Lolth’s clutches.)
The keys can be used to complete the seal and keep the Elder
Elemental God locked away from the multiverse forever, but doing
so risked opening the prison completely. Lolth bided her time,
knowing that eventually she would find dupes who could be trusted
to use the keys to forever imprison her foe.
These keys are contained in the platinum egg that Lolth drops at the
end of D3 VAULT OF THE DROW. It is her hope that the PCs will
complete the seal. She could not trust the job to any of her minions,
as too many of her drow servants had been corrupted to the service
of the ancient primordial creature.
As an aside, it is possible the PCs will try to make a deal with Lolth to
rid her of the Elder Elemental God. This she will haughtily refuse,
saying there is no way she could ever trust mortals not to free it once
they had the keys in their possession. In reality, she believes that only
by being devious and tricking the PCs into doing her bidding will
succeed. She literally cannot conceive of any creature sticking to a
bargain at the cost of personal power. If she tricks them, however,
she believes she’s too smart for them to fool her. It is for this reason
that she has not ordered her minions in the Web of Souls to go easy
on the PCs; it is one of her “brilliant” strategies to convince the PCs
they are acting on their own idea. And sacrificing her canon-fodder
minions is a small price to pay. There are always more where they
came from…
Notes for the Dungeon Master
The current volume is intended to replace the published Q1 QUEEN
OF THE DEMONWEB PITS. Once Lolth is defeated in her temple in
Erelhei-Cinlu (detailed in D3 VAULT OF THE DROW) and the platinum
egg is in the hands of the player characters, dropped by Lolth if she
is slain or flees when encountered in the Great Fane of Lolth (see D3
VAULT OF THE DROW for details).
The overall plot is simple in concept but should be very difficult for
the player characters to execute successfully. The PCs must make
their way through Lolth’s stronghold, the Web of Souls, not only using
the keys in the platinum egg to finally imprison the Elder Elemental
God once and for all, but to finally end the threat of Lolth as well, by
either getting the two to kill one another, or imprisoning them both.
†
http://www.enworld.org/forum/showthread.php?22566-Q-
amp-A-with-Gary-Gygax/page635
If they fail, the Elder Elemental God itself could be fully loosed upon
the multiverse, Lolth could launch her own impending war on the
Flanaess, or both. Obviously, such an outcome would bode ill for
mortals.
The egg itself is a perfect ovoid, without any apparent means of
opening, although smashing it with sufficient force will dent it. It
weighs approximately 6 pounds. If a remove curse spell is cast upon
it, the egg will open, revealing four magical items, each attuned to
a different elemental force (see Appendix B for details on the power
items and the Elemental Power Gems contained therein).
Any individual casting remove curse on the platinum egg will
themselves be cursed (saving throw vs. magic applies). If the saving
throw fails, the individual will stop at nothing to grab the platinum
egg and then run through the amber pool and the illusion of Lolth
in the Great Fane of Lolth, and then through the astral gateway in
the Great Temple Area, all of which are detailed in D3 VAULT OF THE
DROW.
Anyone who does so will be instantly transported to the Web of Souls,
a portion of the 66th plane of the Abyss ruled by Lolth.
Once there, the adventure should discover that Lolth is planning to
invade the Flanaess on an even grander scale than the Eilservs were
doing with the giants. This should convince them that stopping her
is at least as important as stopping the Elder Elemental God. They
must then figure out a way to defeat one or both of these entities.
Suggested Plot
If the PCs are struggling to complete their mission, the DM can step
in with the following plot to move things along. Success is still very
much not guaranteed (and even if they do succeed, the PCs’
victory may be bittersweet), but it can be less frustrating for the
players.
The mover of this plot is Lolth’s chief advisor, the Matron Morag, a
Type V demon described in the Den of Lolth. She is scheming to
destroy Lolth, and can point the PCs to the location of Lolth’s amulet
(Middle Level #14), the Final Anomaly (Lower Level #13), and can
even plant the idea of using the amulet to compel Lolth to put the
final power object in place in the Final Anomaly, so she gets caught
up in the Elder Elemental God’s final vengeance.
Start
This adventure assumes the PCs have played through adventure
module D3 VAULT OF THE DROW (and possibly D4 CITY OF SPIDERS),
have discovered the secret of the amber pool in the Great Fane of
Lolth, and have secured the silver egg from Lolth. The egg itself is
about the size of an ostrich egg, some 5” long and 3” wide.
Divination spells such as augury, commune, etc. will all point to the
need to either open the egg somehow, use the amber pool to enter
Lolth’s lair in the Abyss, or both. See above for the effect of casting
remove curse on the egg. Whether compelled to do so or by
choice, the PCs must go through the gate to seal the prison of the
Elder Elemental God and confront Lolth.
You may then refer to the “Arriving in the Web of Souls” section,
below.
THE WEB OF SOULS
The Web of Souls exists in a special vortex space leading directly to
the 66th layer of the Abyss from the Astral Plane. It is so positioned
that 1% of all non-demonic creatures attempting to enter the Abyss
3
from the Astral Plane (or vice versa) will find themselves trapped
here, rather than their intended destination.
The space in which the Web of Souls exists is filled with ever-
changing mists which obscure vision. It is possible to see that other
sections of web exist, but vision is almost totally obscured after 200’,
and will often be obscured as close as 50’.
There are three types of webbing threads used in the construction
of the web. The first are the anchor threads. These are 30’ wide, and
go around the outside of the web as a whole and anchor it to the
sides of the Astral vortex. They are round in cross-section, immensely
strong, and only a greater deity could sunder them. Doing so would
destabilize the entire web and lead to its destruction, and beings of
that power are too aloof to even consider such drastic action.
The second are the radius threads. These are 20’ in diameter, and
go straight from the center of the web to its edges, and are used to
connect the web to the anchor threads. They are convex in shape,
with a gentle curve and a definite “up” and “down” side; only
creatures specifically capable of movement in webs, such as
spiders, can travel along the bottom. They are also very strong, and
nothing short of a lesser deity could break them. The radius threads
are used by Lolth’s minions to move around and to bear captured
prisoners back to the Den at the center of the web.
The third are the capture threads. These are 10’ in diameter, and
are laid out in a double-backing spiral. Like the radius threads, they
are convex in cross-section, with an up and a down, and most
creatures will travel along the “up” side. They are, as the name
implies, used to capture creatures entering the Abyss from the Astral
plane. 1% of all creatures traveling between the two in astral form
are captured on such webs. Any creature in Astral form touching
such webs are immediately fixed to them. Roll to determine how
each creature is fixed. Creatures with a high Dexterity score may
add their armor class adjustment to the die roll.
Die Roll
(d6) Position and Effect
1-3 Prone. The creature is lying flat (50% chance of being
face-up or face-down). Unable to move, right, cast
spells, or use magic items.
4-5 Kneeling. The creature is kneeling, but its hands are
free. Unable to walk, no DEX bonus to armor class,
and unable to turn.
6+ Standing. The creature’s feet are stuck to the web, but
it is otherwise able to function. Unable to walk, but can
twist to face creatures on its flank.
Creatures landing on capture threads will instantly be detected by
Lolth’s troops in the Den and a patrol detached to retrieve them. The
demons will arrive in 1d6 turns, and will use their telekinesis power to
remove trapped characters and lift them to the nearest radius
thread. The composition of the patrol should be determined
randomly:
Die Roll
(d4) Patrol
1 3 x Type I demons, 1 x Type IV demon
2 3 x Type II demons, 2 x Babau demons
3 3 x Type III demons, 2 x succubi
4 3 x Bar-Lgura demons, 1 x Type V demon
IMPORTANT NOTE: Creatures arriving in material form, such as via the
gate in the Fane of Lolth, are not in Astral form and are therefore not
affected by the capture threads. A patrol of demons will still arrive
as normal; however they will be unaware that the newcomers are
not stuck.
Capture webs can be destroyed if either directly attacked or if
subjected to area attacks, with a total of 100 points of magical
damage. Physical damage from weapons only counts if magical
weapons are used, and then only the magical bonus counts as
damage (thus, a +2 sword does 2 points of damage, etc.). If
destroyed, a capture web will dump all creatures on it to a lower
level, if any. Broken segments will be re-spun by Lolth herself in 1-4
days. All types of web are immune to fire damage, however.
All types of web are a silvery-gray color, and seem to be very smooth
to the touch. Anchor threads are 50’ wide, radius threads are 20’
wide, and capture webs are 10’ wide.
The web itself is divided into three levels, all of which converge on
the central Den. Thus, the webs on the upper level will slant down
towards the Den, and those on the lower level will slant upwards
towards it.
It is possible to jump from one level of the web to the one below it,
and attempt to land on either a capture thread or radius thread.
The distance between strands varies from as little as 20’ at the center
near the Den, to over 200’ at the outermost edges by the wall of the
Astral vortex. As the capture threads are designed to attract passing
travelers, it is entirely possible to jump from a higher level to a lower
level and hit a capture web. If that happens, a patrol of demons will
be sent in 1d6 turns, as described above.
If someone jumping from one level to another is aiming for a radius
thread, however, they must make a DEX check on a d20 in order to
succeed. Failure means they hit a capture web.
Jumping off one of the anchor threads that go around the outer
edge of the web is an exception. The DM should use his judgement
in such cases, but at the very least a -4 penalty to the DEX check is
recommended. It is entirely possible that such a jump is simply not
possible, depending on the exact location.
Guides are provided on the maps (+) to assist the DM in
determining where jumps will take a character.
Falling or jumping from the lower level, or dropping from an upper
level with no intervening webs, will result in the creature so doing
dropping to its doom, dropping several miles onto the 66th layer of
the Abyss. Time to roll up a new character.
Magic in the Web
The Web of Souls and the Den of Lolth exist within the Abyss, although
the Web connects directly with the Astral Plane. As such, most spells
and other magic will work differently there. These effects are listed
below. For magic not listed, use the following as guidelines. The
general rule is that any magic that requires opening a conduit to or
from another plane (such as plane shift, contact other plane, etc.)
will not function normally. Druidic magic will be especially
problematic, as anything to do with plants, animals, weather, or
even nature itself simply doesn’t exist in the Abyss.
All spellcasters native to the Abyss will be well aware of these effects
and will act and react accordingly. Spells which are cast and end
up having no effect are lost and their spell slot can then be re-filled
with another spell as per the normal memorization process, but note
that clerics and their sub-classes cannot regain spells above 2nd
level while in the Abyss, as they are unable to contact the home
plane of their deity (exceptions, of course, are made for those
4
clerics who are followers of a deity who does dwell in the Abyss; this
does not include the Elder Elemental God).
Note that the following guidelines apply to magic items as well as
spells, scrolls, and the like.
Abjuration magic
Such magic will not affect creatures native to the Abyss. Negative
plane protection or its reverse will not function at all, because it
requires contact with another plane. Thaumaturgic circles,
pentacles, and the like will not function.
Note also that good or neutral-aligned clerics cannot use their
power to turn undead or other creatures while in the Abyss.
Alteration magic
As a general rule, alteration magic will function normally, but there
is a 40% chance that the chaotic nature of the Abyss will cause the
magic to become warped. Use the following table to determine the
effect (the DM should use his imagination in many cases):
Die Roll Chaos Impact on Alteration Magic
1 Magic has no effect on the target.
2-3 The outward appearance of the target is changed,
but its substance and abilities are not.
4-5 The outward appearance of the target is unchanged,
but its substance and abilities are changed as if the
spell had functioned normally.
6-7 The outward appearance of the target is changed to
match that of some nearby random object or
creature, but its substance and abilities are not
changed.
8-9 The target is changed to match the outward
appearance of some random nearby object or
creature, as well as its substance and abilities.
10 The target is changed to something completely
random. The DM should be… creative.
Conjuration/Summoning magic
Almost no creatures can be conjured or summoned within the web
or the den. Demons can be made to appear, but they cannot be
controlled, even by a magic circle or similar device. No deity or
similarly-ranked creature will obey such a summons. Only specialty
spells designed specifically to summon Abyssal creatures will
function. Wish , alter reality, and limited wish will function, but it Worse, the subject of the reincarnation will gradually become
should be borne in mind that Lolth is a lesser deity, and as such overwhelmed by the base personality of the new body; this will take
cannot be impacted by wishes against her will while she is on her 1 hour per level plus 2 hours per point of Wisdom. After that point,
home plane (and the same applies to the web of souls as a whole). the subject of the spell will truly believe himself to be whatever the
A full wish could destroy a radius web, but doing so would new incarnation is, and will act accordingly.
immediately alert Lolth to the presence of the ones who dared to
do so, and would result in every demon in the web converging on The second case is the regenerate spell. If regenerate magic is used
their location almost immediately. Similarly, a limited wish could be to replace a lost body part (including a ring of regeneration), that
used to break a capture web, but not an anchor or radius web. part has an 80% chance of coming back altered in some way. The
details are up to the DM, but arms could come back as a tentacle
Divination magic or furry claw with a crab-claw appendage, a leg could be that of a
lizard, a finger could be a tiny snake, etc. There could be impacts
Any divination magic requiring a connection to a deity will not to the character’s Dexterity or Charisma scores, again up to the DM’s
function, including those predictive magics which do so indirectly discretion. Regular hit points regained by a ring of regeneration
such as augury, divination, etc. Detection magic such as detect function normally. Any new features (claws, suction cups, etc.)
magic or detect evil will be completely overwhelmed by the vast would require at least 1d4 weeks before they could be used
amounts of both in the web, but spells such as detect life, or detect effectively by the character. The “Random Creatures of the Lower
invisibility will function normally. Any creature casting true seeing or Planes” tables in Appendix D of the ADVANCED DUNGEONS &
using similar magic will be stricken catatonic for 4-24 hours. DRAGONS DUNGEON MASTERS GUIDE can be used in such
circumstances, if desired.
Enchantment/Charm magic
Magic Weapons and Armor
These spells will work normally as a rule, but care should be taken to
make sure that the target of a particular spell should really be Creatures who came directly into the Web from the gate in the Fane
affected by that spell. For instance, an animal friendship spell will of Lolth will have their magic weapons and armor reduced by one
not work on creatures native to the Abyss, even if they are Abyssal “plus”. All others will have their magic weapons and armor reduced
analogues of material plane creatures. by a number of plusses equal to the number of planes they are
removed from their home plane. Thus, someone who traveled from
Evocation/Invocation magic the Prime Material Plane through the Astral and then to the Abyss
would have their items reduced by two plusses. Any weapon or
Any spell that explicitly requires contact or a connection with armor reduced to plus zero will lose any other special abilities it
another plane will not function. Evocations of items such as a wall might have (which are regained once it is moved back towards its
of iron will function normally, however. home plane and thus regains plusses), but weapons specifically
designed to affect extra-planar creatures (such as an arrow of
Illusion/Phantasm magic demon-slaying) will retain those powers. This also applies to
protective magic items such as rings of protection and the like.
Most illusion/phantasm magic will function normally in the Web.
However, remember that many demons will be able to penetrate ENCOUNTERS IN THE WEB
most illusions, and see invisible creatures. Illusionist magic relating to
shadow- and demi-shadow- creations will function, but only at half Organized Encounters
their normal hit points and doing half damage.
All non-demon, non-spider creatures in the web must have a pass
Necromantic magic in the form of a golden spider brooch in order to be recognized. In
the case of groups, a single individual with a brooch, or a demon
Healing or harming magic will function normally, except it will only escort, is sufficient to be able to bluff one’s way through
function on creatures not native to the Abyss. Spells which deal with checkpoints.
bodies without souls or spirits (such as raise dead, resurrection, and
magic jar) will find that such bodies have a chance of being Creatures naturally capable of flight (i.e., not relying on spells such
claimed by a demon (of random type) of 66% per day. as fly, which will not function in the web) may fly from one level to
another, but any non-demonic creature so flying will attract
There are two special cases. If reincarnate is used, roll on the attention and will be attacked by 1d3 Type I demons, with an
following table to determine the body that will be inhabited by the additional 1d3 demons arriving every turn. After three turns, the
soul targeted by the spell: entire web will be alerted, and the response will be overwhelming.
Die Roll Incarnation Die Roll Incarnation Any open combat on one of the radius threads lasting more than 1
01 - 03 Chimera 41 - 44 Minotaur turn will result in 1d3 patrols being sent to investigate in 1d3 rounds;
04 - 08 Demon, Bar-Igura 45 - 58 Ogre such incidents are not unknown and will not in themselves arouse
09 - 12 Demon, Chasme 59 - 61 Peryton suspicion, as demons are notoriously fractious. If the patrols
13 - 16 Demon, Glabrezu 62 - 64 Quasit themselves are met with resistance and combat continues once
17 - 19 Demon, Hezrou 65 - 68 Roper the patrol arrives, a more vigorous response can be expected.
20 - 23 Demon, Vrock 69 - 70 Spriggan
24 - 28 Gargoyle 71 - 75 Tasloi
29 - 31 Giant, Hill 76 - 80 Troll
Random Encounters
32 - 34 Hieracosphinx 81 - 85 Yuan Ti Roll 1d6 every turn. On a roll of 1, there is a random encounter.
35 - 36 Lamia 86 - 00 Spider, giant Spiders will not attack if presented with a spider brooch.
37 - 40 Leucrotta

5
Anchor Threads Die Roll Encounter
serving a rival demon lord, caught while returning to
Die Roll Encounter its physical form elsewhere in the Abyss.
1 1-2 shadows 9 Type IV (30%), Type V (25%), Type VI (20%), or
2-3 1 giant obsidian widow spider Nabassu demon (25%) demon serving a rival demon
4-5 1 giant warg spider lord, caught while returning to its physical form
6 1-4 giant abyssal crab spiders elsewhere in the Abyss.
7-9 1-3 large spiders 10 1-3 night hags
10-12 1-3 huge spiders
13-15 1-2 giant spiders
16-18 Female drow patrol (3rd/4th level female
ARRIVING IN THE WEB OF SOULS
fighter/cleric, 4x 2nd level female fighters)
Coming from the magical gate in the Fane of Lolth, the PCs will all
19-20 Demon patrol (Type II demon, 5 dretches)
land in the Web, upper level, encounter area 1 (note that they can
move on capture webs normally, as they will be in material form,
Radius Threads
rather than astral). There are also several gates from other locales,
Die Roll Encounter as noted In the text.
1 1-2 giant obsidian widow spiders
For any creature caught in the web by attempting to enter the Abyss
2 1-2 giant warg spiders
from the Astral plane, roll on the table below to determine which
3-4 1-3 giant abyssal crab spiders
level of the Web it lands on. Roll separately for each creature, even
5-6 1-4 large spiders
if they are in a group.
7-8 1 huge spider
9-10 1 giant spider Die Roll Land Here
11-14 Male drow patrol (4th/5th level male fighter/M-U, 4x 1-6 Upper Level
3rd level male fighters) 7-9 Middle Level
15-17 Demon patrol (Type III demon, 4 rutterkin) 10 Lower Level
18-20 Demon patrol (Type II demon, 5 dretches)
Once the level has been determined, roll 1d20 to pick a reference
Capture Threads point on the map, and then choose a random capture thread
nearest that point is where the creature(s) are snared in the web. As
Die Roll Encounter
noted above, a patrol of demons will arrive in 1d6 turns. Reference
1-4 Captured visitor - roll on the “Creatures Stuck to a
points correspond to the roll of a d20 as follows:
Capture Thread” table below to determine specifics
5-6 1-2 large spiders
7-8 1 huge spider
9 1 giant spider
10-11 Male drow patrol (4th/5th level male fighter/M-U, four
3rd level male fighters)
12-13 Female drow patrol (3rd/4th level female
fighter/cleric, four 2nd level female fighters)
14-15 Mixed drow patrol (4th/5th level female fighter/cleric,
3x 3rd level male fighters, 3x 3rd level female fighters)
16-17 Demon patrol (Type III demon, 4 rutterkin)
18-19 Demon patrol (Type II demon, 5 dretches)
20 Demon patrol (Type I demon, 6 manes)

Creatures Stuck to a Capture Thread

It should be remembered that all creatures stuck to the capture

threads are in astral form. Creatures in material form in the Abyss
(such as those arriving by gate, or demons native to the Abyss) can
travel the webs freely.

Die Roll Encounter

1-2 Good-aligned human party on a quest (cleric level 9-
18, fighter level 8-15, magic-user level 11-20, thief
level 9-16. They will assist the PCs for only a limited
time, as they have their own highly important quest to
complete.
3-4 Evil-aligned human party, servants of a rival demon
lord (cleric level 9-18, barbarian level 7-16, fighter
UPPER LEVEL
level 8-15, assassin level 10-15. They will offer to aid
1. ERELHEI-CINLU GATE. Those traveling through the magic pool in
the PCs in return for freedom, but will betray them at
the Fane of Lolth will find themselves here. A stone platform
the first good opportunity.
some 15’ in diameter rests on the radius web at the point where
5-8 1-3 Type I (20%), Type II (15%), Type III (15%), babau
the capture webs connect to it, surrounded by 8 stone pylons
(15%), bar-lgura (15%), or chasme (20%) demon
evenly spaced around the edge of the platform, 6 of which are

6
 3’ in height, and 2 of which are 4’ high (they are on opposite
sides of the platform).
Two 5th level female drow guards are on duty here at all times,
with instructions to act as an honor guard for any high-ranking
drow coming through the gate, and to defend the Web if any
unauthorized persons come through. If acting as an honor
guard, they will accompany their charges to area 2, and then
return here. They both wear gold spider brooches.
The floor of the platform is inlaid with a spider web motif in some
silver metal. If two gold spider brooches are touched to the
taller two pylons at the same time, the gate will be activated
and all those standing on the spider web will be transported
back to the Great Temple Area in the Fane of Lolth. The guard
captain in the Den of Lolth (see below) comes here to supervise
each changing of the guard. The metal web could be pried
out with a +2 or greater weapon, but doing so would break the
magical properties of the gate, closing the way between here
and the Fane of Lolth to the Web.
The guards are changed every 6 hours. If the guards are slain
or otherwise rendered out of action, new guards will arrive from
the Fane in 1d6 hours, and alert the checkpoint at area #2.
Female drow fighters (2): F5; HP: 30 each; AC -3; SA each can
cast clairvoyance, dancing lights, darkness, detect lie, dispel
magic, faerie fire, , detect magic (1/d), know alignment (1/d),
levitate (1/d), suggestion (1/d)); armed with +3 longswords and
daggers, hand crossbow 1-3 DAM, save vs. poison -4 or sleep
for 3-12 turns) and 10 envenomed bolts.
2. CHECKPOINT. On a radius web, a pair of stone pylons flank the
web, forcing anyone wishing to pass to go between them. On
the “inner” side of the pylons is a squad of 10 drow male soldiers
(F2; 9 h.p. each; AC 1 (chain mail +1, buckler +1, DEX 15);
armed with short sword +1, dagger +1, hand crossbow (6”
range) with 20 poisoned bolts (1-3 DAM, save vs. poison -4 or
sleep for 3-12 turns); SA dancing lights, darkness, faerie fire
once per day. They are led by a Type III demon (AC -4; MV 9”;
HD 10; 50 h.p.; #AT 5; DAM 2-12/2-12/1-3/1-3/2-5; SA darkness
10’ radius, fear, levitate, pyrotechnics, polymorph self,
telekinesis (4,000 g.p weight), gate in a demon type I-III 40%
chance at will; MR 60%). It wears 2 pieces of jewelry. Their
function is to ensure no one or nothing untoward passes from
the Erelhei-Cinlu gate (area #1) into the Den at the center of
the web. The two pylons will, when a command word is spoken,
create a wall of force between them. The Type III demon knows
the command word, but the soldiers do not.
3. FLYING DEMON SPIDERS. The radius web broadens into a 35’
wide disc at this point, seemingly a natural part of its
construction, if anything about the web can be said to be
natural. This is a base for a force of giant Abyssal crab spiders,
which use this perch to look for unauthorized creatures flying
through the web. There are four of the creatures stationed here,
and they will use their web-wings to go after any non-demonic
creature flying among the three levels of the web. They will also
pursue and attack any chasme demons, out of pure instinct.
Giant Abyssal crab spiders (4): AC 3; MV 12”/15”*9”; HD 4; 15
h.p. each; #AT 3; DAM 1-8/1-8/1-12; SA poison, sheet web.
*
See adventure module Q1 QUEEN OF THE DEMONWEB PITS,
p. 17 for more information on the world of Maldev. The
present adventure assumes Lolth’s invasion of the place has
7
4. DARKNESS. A zone of magical darkness 50’ in diameter
completely encompasses the radius thread. It cannot be
dispelled, even by magical means, and infravision will not
function within. Ultravision will work normally, however. A shadow
demon lies within, who will attack any non-demon who does
not wear a gold spider brooch.
Shadow demon: AC 1; MV 12”; HD 7+3; 35 h.p.; #AT 3; DAM
1-8/1-8/1-6; SA +2 to hit in darkness, leap once per turn 18” and
attacks with 4 claws for 1-6 damage each, fear 30’ radius once
per day; SD half damage in darkness. Its usual vulnerability to
light spells is nullified as long as it remains in the zone of
darkness.
5. RAMP THREAD. A capture web goes down at an angle, meeting
the web at Middle Level #2.
6. MALDEV GATE *. The radius web swells to a platform 25’ in
diameter at this point. In the center is a trilith made of black
stone shot through with blue, with a spiderweb carving on the
face of one pillar, with six gems at seemingly random points on
the design (red, orange, yellow, green, blue, and purple; the
design is similar to the other gates in the web, but the exact
positioning of the gems is different). If the following gems are
touched in order (green, yellow, blue), the gate will activate.
Pressing the gems in the wrong order will cause a 1d3 h.p.
shock. Once it is opened, pressing the orange gem will close
the gate.
If opened, the gate reveals the world of Maldev. Maldev is a
former dwarven realm that has been conquered by the forces
of Lolth, who intends to use the army in her planned invasion of
Oerth. The world visible through the gate shows mountains with
impossible sharp peaks, with unnaturally large stars the size of
small moons. A wooden palisade fort is near the entrance of
the gate, with another, burned and ruined, approximately 3/4
of a mile beyond. A massive stone fortress has been built into
one of the mountains, which shows the scars of a long siege,
but whose gate is broken and its towers ruined. A ruined object
of metal, vaguely in the shape of a huge spider, can be seen
at the base of the mountain, as if it were some great siege
engine that had been wrecked in the assault.
The fortress is Kandelspire, and has fallen to Lolth’s army. She
has gathered her forces here to marshal them for the invasion
of Gorna (see Middle Level #8). The army here consists of some
6,000 gnolls, 1,500 bugbears, 100 ogres, 25 hill giants, 20 trolls,
15 giant trolls, 15 giant two-headed trolls, 10 perytons, 6 umber
hulks, and a red dragon. These will fall upon Gorna when the
attack takes place.
Giant two-headed trolls (2): AC 4; MV 12”; HD 10; 50, 57 h.p.;
#AT 4; DAM 1-6/1-6/1-10/1-10; SD regenerate 1 h.p./round, no
severed limbs).
been successful, and her armies are being redeployed for
new conquests in Oerth.

7. GUARDS. A trio of Type II (hezrou) demons stands guard here. If
attacked, one will attempt to flee towards the Den to warn of
intruders.
Type II (hezrou) demons (3): AC -2; MV 6”//12”; HD 9; 36, 35, 33
h.p.; #AT 3; DAM 1-3/1-3/4-16; SA darkness 15’ radius, cause
fear, levitate, detect invisible objects, telekinesis 300 lbs., gate
in a hezrou 30% chance of success). Each wears 2 pieces of
jewelry.
8. A SPY. At the intersection of the broken capture web and the
radius web, there is a giant spider clinging to the web. While this
would not normally be out of place, the spider does not attack
passersby; is merely sits. It is, in fact, a babau demon, loyal to
Demogorgon, which has been sent here to spy on Lolth’s
activities. It has assumed the form of a giant spider using its
polymorph self ability. It will leave the PCs alone unless
molested, in which case it will retreat if possible, or defend itself
if necessary.
Babau demon: AC -3; MV 15” (*12” in giant spider form); HD
7+14; 42 h.p.; #AT 1 or 3; DAM by weapon +7 or 2-5/2-5/2-8;
SA STR 19, darkness 5’ radius, 9th level thief abilities, fear by
touch, levitate, fly, dispel magic, polymorph self, heat metal,
gate in another babau 25% chance; SD half damage from
cutting or stabbing attacks. It is unarmed.
9. ISTIVIN GATE *. At the intersection of the radius web and one of
the capture webs, a platform of web material forms a circle 66’
in diameter. A single circular portal 10’ in diameter swirls in the
middle of the floor, shining with iridescent silver. Suspended in
mid-air above it, a large ball of black string, or webs, hangs,
subtly and slowly pulsing. The platform is guarded by a vampire
and its ghast servitors from the Nightworld (see Middle Level
#12). The vampire possesses a silver wand which, If the wand
is touched to the gate, will activate it.
Vampire: AC 1, MV 12"/18", HD 8+3, hp 46, #AT 1, D 5-10 plus
drain 2 energy levels, charm person at -2 on save, summon
rats, bats, or wolves (but see below), shape change to bat,
gaseous form at will, regenerate 3 hp per round, immune to
sleep, charm, and hold spells, +1 or better weapon to hit).
While in the Abyss, the summoning power of the vampire will
*
See adventure module GDQ1-7 QUEEN OF THE SPIDERS for
more information on the sphere of darkness over Istivin. The
current adventure assumes the sphere has not yet been
8
summon eight-legged rats (15”/*18” move), one mobat, or
giant wolf spiders, respectively. It carries the silver wand needed
to activate the gate.
Ghasts (3): AC 4; MV 15”; HD 4; 18, 19, 21 h.p.; #AT 3; DAM 1-
4/1-4/1-8; SA paralyzation, stench causes -2 to hit; SD immune
to sleep, mind-affecting magic.
The gate opens into the ceiling of the audience chamber of
the Earl of Sterich, in the city of Istivin. While passage from the
web of souls through the gate is possible, only creatures who
have traveled to the Abyss may return through the gate. Once
the gate is active, the plan is to release the ball into the castle.
Doing so will cause it to immediately grow in size to several
hundred feet in diameter; it will then continue to grow until it
encompasses a large part of the city. Only creatures native to
the area under the dome can enter it, however they cannot
leave. As it grows, it will become more and more transparent,
until it is merely a smoky shell. Any creature under this shell,
however, is unaffected by sunlight; this will allow creatures such
as drow, undead, etc. to venture under it without ill effect.
Eventually, the growth rate will increase to one mile per week.
10. EMPTY EGG SAC. There is a large mass of webbing here,
attached to the radius web. It shows signs of tattering, with
several small holes poking threw, as well as one large hole at
one end. This is one of Lolth’s empty egg sacs, and could be
used as a temporary shelter.
11. WALL. A circular wall of iron completely surrounds the radius web
at this point, like a wheel penetrated by an axle. It is 6” thick and
a little over 8’ high. This is the remnant of a wall of iron spell cast
by some visitor in the past, and still forms an effective barrier.
Creatures capable of climbing walls (such as spiders) can of
course pass over it.
12. ANCHOR POINT RENEGADES. This point is where two anchor
webs converge on the edge of the Astral vortex. At this point is
a small (25’ diameter) hollow cocoon, as well as a segment of
capture webbing that leads down to the lower level, area #15
(see below). These two points are home to a group of
renegade demons who are hiding here from Lolth’s minions.
They have a great mutual distrust of one another due to their
conflicting loyalties, and can be enticed to betray the others
with minimal persuasion, but have banded together in fear of
their mutual enemy; Lolth and her minions, and thus they keep
a very low profile. They all could be made into allies of the PCs,
if they were presented with a viable-sounding plan of escape.
At this point, where the anchor web is attached to the wall of
the Astral Vortex, there are a succubus and Type I (vrock)
demon loyal to Demogorgon and a groaning spirit loyal to
Orcus. This last is particularly worried, as she was not a drow in
life, and thus will be an especial target.
Succubus: AC 0; MV 12”/18”; HD 6; 25 h.p.; #AT 2; DAM 1-3/1-
3; SA energy drain, darkness 5’ radius, become ethereal (but
not while in the Abyss), charm person, ESP, clairaudience,
suggestion, shape change, gate in type IV (70%) or type VI
(25%) or Demogorgon (5%) 40% chance of success; SD +1 or
better weapon to hit. She wears 4 pieces of jewelry.
Type I (vrock) demon: AC 0; MV 12”/18”; HD 8; 40 h.p.; #AT 5;
DAM 1-4/1-4/1-8/1-8/1-6; SA darkness 5’ radius, detect invisible
deployed against the city, and will be so used as part of a
coordinated attack against Keoland, Sterich, the Yeomanry,
and Geoff.
 objects, telekinesis 200 lbs., gate in another vrock (10% chance
of success). It wears 1 piece of jewelry.
Groaning Spirit: AC 0; MV 15”; HD 7; 33 h.p.; #AT 1; DAM 1-8;
SA wail kills all within 3” who fail save; SD immune to charm,
sleep, hold, cold, or electricity). She has no treasure.
Special note: Although the demons above have listed their
ability to gate in other demons, none of their allies or servants
will answer such a summons as long as they are trapped in the
web. They are included above only for informational purposes.
MIDDLE LEVEL
1. ROPERS. A pair of ropers have taken up residence at this point
of the radius web. They are tolerated as guardians by Lolth, as
long as they don’t harass her more powerful servants.
Ropers (2): AC 0; MV 3”; HD 10; 50, 55 h.p.; #AT 7; DAM 5-20,
special; SA 6 tentacles cause weakness if they hit; SD immune
to lightning, half damage from cold, save vs. fire at -4).
2. RAMP THREAD. A capture web goes up at an angle, meeting
the web at Upper Level #5.
3. EGG SACK. On this point of the radius web, there is a large ovoid
made up of webbing material surrounding the web, some 20’
wide and 30’ long. It is not possible to travel along either side of
the radius web without touching it. Careful inspection will show
movement within, but it is impossible to determine specifics. This
is one of Lolth’s egg sacks, and is filled with 9 baby obsidian
widow spiders (see Appendix A: New Monsters). The creatures
are just about ready to hatch, and any rough treatment of the
egg sack will cause them to burst forth and attack. Like the
webs themselves, the egg sack is immune to fire.
Baby obsidian widow spiders: AC 0; MV 12” *18”; HD 1+1; 4
h.p. each; #AT 1; DAM 1-4; SA poison, strike first in round, ESP
once per round.
4. NIOLE DRA GATE. The radius web swells to a platform 25’ in
diameter at this point. In the center is a trilith made of black
stone shot through with purple, with a spiderweb carving on the
face of one pillar, with six gems at seemingly random points on
the design (red, orange, yellow, green, blue, and purple; the
design is similar to the other gates in the web, but the exact
positioning of the gems is different). If the following gems are
touched in order (red, blue, purple), the gate will activate.
Pressing the gems in the wrong order will cause a 1d3 h.p.
shock. Once it is opened, pressing the yellow gem will close the
gate.
Guarding this locale is a beautiful human female fighter with
two chimeras (AC 6/5/2; MV 9”/18”; HD 9; 45, 43 h.p.; #AT 6;
DAM 1-3/1-3/1-4/1-4/2-8/3-12; SA breath weapon). The human
is actually a yochlol demon in human form (AC 2 (chainmail
+2 and +1 shield); MV 12”; HD 6d10; 36 h.p.; #AT 1; DAM per
weapon type; SA psionics: domination, aura alteration,
probability travel; MR 50%; armed with a mace +2. Once per
round the yochlol can change into its gaseous form (AC -10;
MV 12”; HD 6d10; 36 h.p.; SA touch is equal to stinking cloud
spell SD +1 weapon to hit, stinking cloud spell heals 3-12 h.p.,
gust of wind causes 3-36 h.p., wind walk kills; MR 50%), giant
spider form (AC 10; MV 3”*12”; 4+4 HD; 36 h.p.; #AT 1; DAM 2-
8; SA poison bite; MR 50%); or amorphous shape (AC 10; MV
12”; HD 6d10; 36 h.p.; #AT 8; DAM 5-8; SA psionics: domination,
aura alteration, probability travel; MR 50%).
9
Once activated, the gate shows a magnificent city as seen
from a bluff a mile or two distant. Careful observation will see
that the scene is “live” in the sense that wagons can be seen
entering and leaving through the gate, ships sail slowly along
the river on the left side of the city, birds fly in the air high above
it, etc. Anyone familiar with the capital of Keoland, Niole Dra,
will recognize that city as the one in the vortex. With the red
stones in place, a two-way gate is opened up, but only those
who have previously visited the Abyss at any time in their lives
will be able to travel in to the web of souls. The gate is sufficiently
removed from the city that there is only a 10% chance per turn
that someone will notice it, 90% of the time this will be a
peasant, 10% it will be a patrol from the city. From the vantage
of the Prime Material Plane, the gate appears as a swirling
silvery disk hanging in mid-air.
5. RAMP THREAD. A capture web goes down at a steep angle,
meeting the web at Lower Level #5.
6. GUARD POST. A squad of drow are stationed here to monitor
entry into the Den of Lolth. There are five male fighters led by a
female fighter, Epnil. The female sergeant is actually a traitor to
Lolth, as are her men, but their perfidy has not yet been
discovered. They are seeking a way out of the Web that doesn’t
go through Erelhei-Cinlu, and the sergeant knows enough of
Lolth’s plan to fill in any gaps the PCs might have (in short, she
knows that the various gates in the web are intended to be used
in an imminent invasion of Oerth, some leading to targets and
some leading to staging areas for her armies). She does not
know particulars like the operation of the various gates,
operational details about the invasion, etc. If they see a group
of obvious adventurers approaching, she will ask some cautious
questions and hopefully glean the truth about their loyalties
using her power to detect lies.
Guards (5): 2nd level male fighters; 12 h.p. each; AC 0; ; SA
dancing lights, faerie fire, darkness (once per day). Detect
slopes, new construction, sliding walls, etc. as a dwarf; MR 50%;
armed with short swords +2 and hand crossbows with 12
poisoned bolts (save vs. poison or sleep for 2-12 turns).
Sergeant: 5th level female fighter; 30 h.p.; AC -2; SA dancing
lights, faerie fire, darkness (once per day). Detect slopes, new
construction, sliding walls, etc. as a dwarf, detect magic, know
alignment, levitate (once per day), clairvoyance, detect lie,
suggestion, dispel magic (once per day); MR 50%; armed with
a +3 glaive and +2 dagger. She wears a gold spider brooch.
7. OLD EGG CASE. At this point on the radius web has a lump of
fine white webbing forming an ovoid, but obviously old with
tatters clearly visible. The ovoid is an old egg sac, is 20’ long
and 15’ in diameter at its widest point, and has a single hole
some 5’ in diameter on the end facing away from the Den. It is
currently the home of Mirisha Dondragon, the last survivor of a
party of adventurers who ventured into the Web through the
Niole Dra gate (their magic-user had discovered a way to force
open the gate from the Oerth side, but that device, as well as
the magic-user and the rest of the party, was lost in the ensuing
battles). Mirisha is paranoid in the extreme at this point, having
survived the web for nearly a month. Her first assumption will be
that the PCs are demons in human form, sent to track her down
and deceive her. If she can be persuaded that the PCs are
who and what they claim to be, she will gladly join them. She
possesses general knowledge of the functioning of the web
and many of its guards (40% chance she will know where any
given permanent feature is and its general nature), but she is
unaware of the larger plan to invade Oerth from other worlds.
 Mirisha Dondragon: 12th level half-elf female paladin; S 17, I
13, W 17, D 14, C 15, Ch 18; 76 h.p. (currently 45 due to
wounds); AC 2 (plate mail +2 (+0 in Abyss) and shield +2 (+0
in Abyss); SA detect evil 60’, lay on hands 24 h.p. per day, cure
disease 3/day, turn undead as 10th level cleric; SD +2 to all
saving throws, protection from evil 10’ radius; AL LG. She wields
a sword of the planes (+3 in the Abyss), carries a dagger +4
(+2 in the Abyss), wears a ring of free action and a ring of
feather falling, and carries a wand of lightning bolts with but 4
charges left. All other magic items have been lost during her
ordeal. She has the following spells memorized (she memorizes
a cure light wounds spell each day and casts it immediately,
thus only has 3 first-level spells memorized):
First Level: bless, create water, purify food and drink
Second Level: find traps, resist fire, silence 15’ radius, slow
poison
If shown the remains of the other members of the party which
are found elsewhere in the Web, she can easily identify the
remains, but doing so will send her into a fit of hysterics lasting
1d4 minutes 25% of the time.
8. GORNA GATE. The radius web swells to a platform 25’ in
diameter at this point. In the center is a trilith made of black
stone shot through with green, with a spiderweb carving on the
face of one pillar, with six gems at seemingly random points on
the design (red, orange, yellow, green, blue, and purple; the
design is similar to the other gates in the web, but the exact
positioning of the gems is different). If the following gems are
touched in order (blue, yellow, green), the gate will activate.
Pressing the gems in the wrong order will cause a 1d3 h.p.
shock. Once it is opened, pressing the red gem will close the
gate.
The gate is guarded by a squad of evil dwarves from
Kandelspire, who helped in the final victory of Lolth’s troops in
Maldev by slaying the guards at the gate and opening it wide
for the invaders.
Dwarves (5): 4th level fighters; AC 4; MV 9”; 20 h.p. each;
armed with +2 axe, +1 short sword/+2 vs. elves, dagger of
venom, and +2 hammer respectively. They are cunning and
will be instantly suspicious of anyone who is fishing for
information. One of their number has a gold spider brooch.
When opened, the gate shows the great market of the city of
Gorna, capital of the Grand Duchy of Geoff. It is a one-way
gate, going from the Web into Gorna.
The intent is for the armies currently in Maldev (see Upper Level
#6) to sweep into the capital city and take it by surprise. There
is no direct connection allowing transport between Gorna and
the Web.
9. RAMP THREAD. A capture web goes down at an angle, meeting
the web at Lower Level #8.
10. BUGBEAR SQUAD. A squad of bugbears is stationed here, and
will question anyone who does not bear a gold spider brooch.
They are led by a lovely human (actually a jackalwere), who is
suspicious of all who come before her.
*
See adventure module Q1 QUEEN OF THE DEMONWEB PITS,
pp. 17-18 for more details regarding the Nightworld of Vlad
Tolenkov. The current adventure assumes Lolth’s attack on
10
Bugbears (6): AC 5; MV 9”; MD 3+1; 14 h.p. each; #AT 1; DAM
2-8 or by weapon; SA surprise 50%; armed with morning stars
that can be thrown up to 4”.
Jackalwere: AC 3; MV 12”; HD 4; 18 h.p.; #AT 1; DAM 2-8; SA
sleep gaze, shape change into/out of jackal-man form; SD iron
or +1 weapon to hit). The jackalwere wears a gold spider
brooch.
11. PRISON GATE. At this point on the radius web, there is a stone
arch with a locked metal gate for a door. It is quite easy to step
around the arch, and looking through the metal gate just shows
the other side of the web, as one would expect it to. Two male
drow, stand guard on either side of the gate. The drow are
actually Type III (glabrezu) demons using their polymorph self
ability, and if they suspect someone is trying to open the gate
to the prison, they will cast darkness and then polymorph back
into their demonic form. One of the demons has a large iron
key that will unlock the gate, which activates a magical gate
to Lolth’s prison, a set of deep caves beneath the surface of
the 66th level of the Abyss that can only be accessed via
magical means. Several other such gates do exist to consign
Lolth’s enemies to the prison.
Once activated, the gate will open to a small unlit cave,
whence lead a half-dozen tunnels. When the barred gate is
closed and locked (from the web site), it will only appear as a
stone arch on the cave side. Anyone staying in this cave for
more than 1d6 rounds will receive a 1d4 h.p. electrical shock;
this is intended to prevent prisoners from staying here waiting for
the gate to open.
Beyond the cave is a veritable maze of unlit tunnels and caves,
through which move spiders of all sizes and types, as well as the
various demons, mortals, and other creatures who have run
afoul of her wrath over the centuries. Life within is a constant
battle between the spiders and the condemned, and between
different groups of the condemned who have congregated
under strong leaders for self-protection. Escape is generally
impossible, as the gate is only rarely opened, and thus
opportunities to take advantage of such are rare. Occasional
attempts are made to burrow through to the surface, but these
never seem to reach anything but more rock. Spells, magic
items, and powers such as phase door, teleport, gate, etc. will
not function within the confines of the prison.
The DM Is encouraged to develop the prison and its inhabitants
if needed. For all intents and purposes, however, consignment
to the prison is the end of a character, and only a single escape
attempt should be played out before admitting defeat.
Type III (glabrezu) demons (2); AC -4; MV 9”; HD 10; 50 h.p.
each; #AT 5; DAM 2-12/2-12/1-3/1-3/2-5; SA darkness 10’
radius, cause fear, levitate, pyrotechnics, polymorph self,
telekinesis 400 pound weight, gate in type I-III demon (30%
chance of success); SD half damage from cold, electricity, fire,
gas). Each wears 2 pieces of jewelry.
12. NIGHTWORLD GATE *. The radius web swells to a platform 25’ in
diameter at this point. In the center is a trilith made of black
stone shot through with red, with a spiderweb carving on the
face of one pillar, with six gems at seemingly random points on
the design (red, orange, yellow, green, blue, and purple; the
Vlad’s enemies was successful, and he is now returning the
favor by attacking Istivin on her behalf.
design is similar to the other gates in the web, but the exact
positioning of the gems is different). The gate is open.
Visible through the gate is a scene of the courtyard of an
ancient castle, run down and giving an impression of great
age. An old, disused fountain lies in the middle of the courtyard,
a pair of verdigrised bronze doors enters the castle to the right,
while to the left an arched opening in the castle wall leads out
and down a twisting road. Many windows in the castle keep
face into the courtyard, and it is night. The courtyard is abuzz
with activity for all its shoddiness; ghouls, trolls, werewolves,
occasional lesser demons, and other fell creatures bustle about
under the commands of men of evil mien. Watching over the
whole scene from a balcony high on the castle is another
human, who stands with inhuman stillness.
This is the Nightworld of Vlad Tolenkov, who has recently
conquered the lands about his castle on his world with the aid
of Lolth, and who is now expected to reciprocate by leading
the impending attack on Istivin (see Upper Level #9). Much as
Tolenkov’s world is bathed in perpetual light, so too will that city
be, once Lolth’s web of darkness is dropped into the castle.
Then Vlad’s undead hordes will stream in under the cover of
magical darkness and seize the place for the demon queen.
The gate to the Nightworld is always open, but there is only a
10% chance per round that someone from the other side will
notice PCs looking in (if they are within 10’ of the gate, or
studying the scene closely), as all there are occupied with
preparations for the attack. The figure looking over the
courtyard is the vampire-mage himself. If the PCs are noticed
at the opening of the gate, a squad of 6 ghouls and 3 ghasts
will be sent to investigate. If that group is defeated, more and
more powerful troops will be sent through, eventually alerting
the inhabitants of the Web and sounding a general alarm.
When opened, pressing the green gem will close the gate. If it
is closed, touching the following gems in order (orange, purple,
red), the gate will activate. Pressing the gems in the wrong order
will cause a 1d3 h.p. shock.
11
13. DEMONIC SAGE. Those approaching this location will find a
discordant sight. There is a tall desk, heaped high with papers
and volumes, at which is seated atop a tall stool a Type IV
demon, furiously scribbling into a ledger. A tall and precarious
stack of books is on the floor, reaching up nearly as high as the
desk. The demon wears pince-nez, and wears an enormous
black frock coat, through which holes have been cut to
accommodate its small wings. A quasit scrambles about,
selecting and moving various texts according to the
commands of its master. The demon is named Fitzrhagl, and is
a scholar performing research on the targets of Lolth’s invasion.
The quasit is Nidge, his assistant. The various books and papers
all have to do with the lands of Keoland, Geoff, the Yeomanry,
and Sterich, and the notes he is taking (in demonic script, so
readable only by someone fluent in that rare tongue or by use
of a comprehend languages spell) focus on geography,
military preparedness, the biographies and psychologies of the
various nobles and leaders, and so forth. Once he realizes the
PCs are from Oerth, he will begin to pepper them with
questions; what’s the population of Niole Dra? How tall are the
walls of Gorna? Do the patrols in the Stark Mounds rotate out
every two or three weeks? How quickly do you think a force from
the County of Ulek would take to reach Gradsul? And so forth.
Fitzrhagl actually knows the answers to most of these questions;
they are a test, but he will throw in genuine questions once he
determines whether the PCs are useful or not, giving questions
that will provide a useful answer even if the PCs are known to
be lying.
He will only attack if attacked, but if no answers, or answers
which are clearly nonsensical, are forthcoming, he will
impatiently shoo away the PCs and return to his own
researches. He has no treasure.
Fitzrhagl (type IV demon): AC -1; MV 9”/12”; HD 11; 66 h.p.; #AT
3; DAM 1-4/1-4/2-8; SA +2 bonus to hit, darkness 10’ radius,
create illusion, cause fear, levitate, detect magic, read
languages, dispel magic, polymorph self, telekinesis 500
pounds, project image, symbol of fear, symbol of discord, gate
in type I-IV demon (60% chance of success), infravision,
teleport without error; SD +1 weapon to hit, half damage from
cold, electricity, fire, or gas; MR 65%. His sage areas of expertise
are as follows:
Major Field: Humankind
Special Categories: Demography, History, Politics &
Genealogy, Warfare and Military
Minor field: Physical Universe(s)
Nidge (quasit): AC 2; MV 15”; HD 3; 10 h.p.; #AT 3; DAM 1-2/1-
2/1-4; SA polymorph into bat or wolf; claws drain 1 point of DEX
unless save vs. poison, detect good, detect magic, become
invisible at will, fear 3” radius once per day; SD regenerate 1
h.p. per round, only magic or cold iron weapons will hit,
immune to cold, lightning, and fire, save as 7 HD monster.
14. DEAD GATE. The radius web swells to a platform 25’ in diameter
at this point. In the center is a trilith made of black stone shot
through with grey, with a spiderweb carving on the face of one
pillar, with six gems at seemingly random points on the design
all of which are a milky white color. The design is similar to the
other gates in the web, but the exact positioning of the gems is
different. No amount of pressing of the clear gems will cause
the gate to activate; it is for all appearances, dead.
This is a deception, however. Walking backwards through the
trilith will bring individuals to a small chamber some 66’ in
diameter, appearing as a seamless grey substance, and lit by
unknown means. This is not Lolth’s main treasure hoard, but it
serves as a backup for her most precious items. In the center
of the chamber is an enormous mound of 100,000 each of
silver, gold, and platinum coins. These coins are made of
Chaos, however, and will fade to nothing if brought to the Prime
Material Plane. Only one-half of one percent of any coins
removed from here are real, and will survive to be spent in
Oerth.
The cache is guarded by two of her handmaidens, the Yochlol
(MV 12”; HD 6d10; 40 h.p. each; SA Psi 133, CD/FH; MR 50%;
Humanoid form: MV 12”; AC 1 (plate mail +2); #AT 1; DAM per
weapon type (spear +2); Spider form: MV 3”*12”; AC 10; #AT
1; DAM 2-8; SA poison; Amorphous form: MV 12” ; AC 10; #AT
8; DAM 5-8 (x8); Gaseous form: MV 12” ; AC -10; SA stinking
cloud effect; SD magic weapon to hit). They will begin in
gaseous form and use their stinking cloud attack, then morph
into their amorphous form to inflict massive damage. Once an
enemy’s hit points have been reduced by half, one will
transform to spider form to attempt to slay spellcasters with
spider-venom, then return to amorphous form.
The true cache here consists of six invisible chests around the
perimeter of the chamber. None are locked, but all have locks.
Once opened they will become visible, but unless some magic
to see invisible objects is used, attempts to pick locks will be at
-25%. A successful pick locks roll will mean the thief will realize
the chest is not locked in the first place. A failed roll will activate
that chest’s trap. If the chests are simply opened, the trap will
not go off.
Chest #1: Lock trap: poison needle; save vs. poison or be
transformed into a giant spider (mentally as well as physically)
over the next 24 hours. Contains boots of speed, 3 gems worth
500 g.p. each, 600 (real) p.p., and a ring of contrariness.
Chest #2: Lock trap: acid spray causes 2d6 damage to
anyone within 7’ of the front of the chest; save vs. breath
weapon for half damage. Contains scroll of protection vs.
lycanthropes, potion of undead control, longsword +1/+2 vs.
magic-users and enchanted creatures, magic-user scroll
containing the spells Leomund’s trap, Otto’s irresistible dance,
push, fear, ESP, and burning hands.
Chest #3: Lock trap: stream of green slime shoots in a stream
2” wide and 4’ long directly in front of the lock itself. Contains
400 (real) s.p., 600 (real) g.p., 3 gems worth 1,000 g.p. each,
a piece of jewelry worth 9,000 g.p., and 3 potions of healing.
Chest #4: Lock trap: three darts shoot in front of the chest,
attacking as 10th level fighters. They are coated with drow sleep
poison. Contains 10 gems worth 10-100 g.p. each, 2 potions
of extra healing, and a potion of flying.
Chest #5: Lock trap: webs shoot out (as per the spell) covering
everything within 15’ of the chest in all directions. Contains 3
12
pieces of jewelry (worth 5,000 g.p., 2,000 g.p., and 100 g.p.),
10 gems worth 200-800 g.p. each, and a rope of climbing. The
100 g.p. piece of jewelry is in reality Lolth’s demonic amulet,
and can be used to compel service from her for 24 hours. See
the Monster Manual for full details.
Chest #6: Lock trap: scything blade will chop off a finger unless
a successful DEX check (roll DEX or under on a d20) is made.
Failure means the character’s dexterity is reduced by 1
permanently, unless a regeneration spell is used. Contains
1,000 (real) p.p. and potions of treasure finding, poison,
gaseous form, and invulnerability.
LOWER LEVEL
1. SPIDER SWARM. A swarm of 12 huge spiders is at this point on
the web, scuttling and crawling over one another in an ever-
moving mass (AC 6; MV 18”; HD 2+2; 10 h.p. each; #AT 1; DAM
1-6; SA poison +1 save, leap 3”, surprise 1-5). Beneath them is
the body of an intruder; once human but now beyond
recognition as the body is black and bloated due to dozens of
spider-bites. The body is wearing leather armor +4, carries a
dagger +3 and a short sword +3, has a set of thieves picks and
tools +10%, and is wearing a ring of protection +1. A pouch
contains 35 p.p. and 6 gems.
2. DEMON CHECKPOINT. A pair of Type (vrock) I demons (AC 0; MV
12”/18”; HD 8; 35, 34 h.p.; #AT 5; DAM 1-4/1-4/1-8/1-8/1-6; SA
darkness 5’ radius, detect invisible objects, telekinesis 300 lbs.,
gate in a Type I demon (10% chance) are led by a female
drow (actually a polymorphed babau demon (AC -3; MV 15”;
HD 7+14; 42 h.p.; #AT 1 or 3; DAM by weapon +7 or 2-5/2-5/2-
8; SA darkness 5’ radius, fear by touch, levitate, fly, dispel
magic, polymorph self, heat metal, gate in another babau
demon (25%), gaze acts as ray of enfeeblement 20’ range; SD
slime causes cutting/stabbing attacks to do half damage)
armed with a great glaive which does 1-6/1-10 +7 damage.
The vrocks despise their officer, but are too cowed by the
babau to do anything about it. The demons will challenge any
passersby, asking for a pass such as a golden spider pendent,
asking names and business, etc. The babau has 1 piece of
jewelry.
3. PETUNIAS. There is a bowl of petunias sitting on the radius web
at this point (actually a demon named Gajarha that has been
polymorphed into a bowl of petunias). 1d6 rounds after any
creature comes within 10’ of the bowl, a kindori (also known as
a space whale) will crash into the web at this point, obliterating
anyone within 40’ of the flowers. This whole scenario will reset
after 1 hour, leading the bowl of petunias to think to itself, “Oh,
no. Not again,” which can be heard by anyone using ESP on
the flowers.
4. OLD EGG CASE. At this point the radius web has a lump of fine
white webbing forming an ovoid, but obviously old with tatters
clearly visible. The ovoid is an old egg sac, is 20’ long and 15’
in diameter at its widest point, and has a single hole some 5’ in
diameter on the end facing away from the Den. It is empty,
and could be used as a temporary refuge, but not for more
than 12 hours, after which normal rolls for random encounters
should begin again.
5. RAMP THREAD. A capture web goes up at a steep angle,
meeting the web at Middle Level #5.
6. RED DRAGON GATE, The radius web swells to a platform 25’ in
diameter at this point. In the center is a trilith made of black
 stone shot through with orange, with a spiderweb carving on
the face of one pillar, with six gems at seemingly random points
on the design (red, orange, yellow, green, blue, and purple;
the design is similar to the other gates in the web, but the exact
positioning of the gems is different). If the following gems are
touched in order (red, yellow, orange), the gate will activate.
Pressing the gems in the wrong order will cause a 1d3 h.p.
shock. Once it is opened, pressing the blue gem will close the
gate.
This gate is unguarded.
When activated, the gate will open onto a large dark cave,
dimly lit by light from huge low-burning braziers. Atop a vast pile
of treasure rests a huge red dragon. The dragon is named
Galvanax, and the cave is located in the interior of the Jotens,
connecting to the outside via a tunnel some 1/4 mile long.
Galvanax is allied with Lolth, and has promised to rain fire and
death upon the Yeomanry, Sterich, and western Keoland to
support Lolth’s invasions. To this end, she has also dispatched a
quasit as the dragon’s familiar, and to guard the dragon when
he sleeps (20% chance). His hoard consists of 4,375 c.p.,
20,200 s.p., 10,000 e.p., 19,250 g.p., 688 p.p., 25 gems of
various sizes and values, and 13 pieces of jewelry. He also has
a flying carpet, a scroll with the spells fireball and wall of fire,
and potions of strength, extra healing, and fiery breath in his
hoard.
Galvanax: huge old red dragon (AC 1; MV 9”/24”; HD 11; 66
h.p.; #AT 5; DAM 1-8/1-8/1-8/1-8/3-30; SA breath weapon; SD
share senses with quasit up to a mile away, 25% MR and
regenerate 1 h.p./round when quasit is within 1”. When the
quasit is within 1 mile, the dragon has 12 HD and 72 h.p., when
the quasit is further away, he has 10 HD and 60 h.p.; if the quasit
is ever slain, he will have 7 HD and 42 h.p. He can cast the
following spells once per day:
First Level: Light, Sleep
Second Level: ESP, Ray of Enfeeblement
Third Level: Dispel Magic, Slow
Quasit: AC 2; MV 15”; HD 3; 10 h.p.; #AT 3; DAM 1-2/1-2/1-4; SA
polymorph into bat or wolf; claws drain 1 point of DEX unless
save vs. poison, detect good, detect magic, become invisible
at will, fear 3” radius once per day; SD regenerate 1 h.p. per
round, only magic or cold iron weapons will hit, immune to
cold, lightning, and fire, save as 7 HD monster; MR 25%.
7. EMBASSY. An embassy from Orcus, the demon lord of the
undead, is encamped here, waiting for word from the Den to
proceed into Lolth’s presence. They have been waiting here for
over three days and are becoming quite impatient, but fear
Orcus’ wrath too much to simply pack up and leave. The
embassy is led by Thal’dra, a Type V demon, accompanied by
an honor guard of ghasts dressed in finery emblazoned with a
rams-horned skull. The ghasts carry four small chests; one filled
with 100 gems worth at least 100 g.p. each, the second with
20 bars of mithril (each worth 1,000 g.p.), the third with a
matched pair of daggers +2/+3 vs. paladins, and the fourth
with a scroll bearing a personal message from Orcus offering
friendship and implying they might form an alliance against
Demogorgon and Graz’zt, sealed with a blood-wax seal
impressed with a rams-headed skull (the seal of Orcus).
Thal’dra (Type V demon): AC -7/-5; MV 12”; HD 7+7; 37 h.p.;
#AT 7; DAM 2-8/per weapon type x6; SA charm person, levitate,
13
read languages, detect invisible object, pyrotechnics,
polymorph self, project image, 50% chance of being able to
gate in a Type I demon (30%), Type II demon (25%), Type III
(15%), Type IV (15%), Type VI (10%), or Orcus (5%). She is
armed with a variety of weapons; 3 scimitars, a battle axe, and
a long bow with 20 arrows +2. He wears 10 pieces of jewelry.
Ghasts (4): AC 4; MV 15”; HD 4; 20 h.p. each; #AT 3; DAM 1-
4/1-4/1-8; SA touch causes paralyzation, stench 10’ radius save
or -2 to hit; SD immune to charm, cold iron causes double
damage.
8. RAMP THREAD. A capture web goes up at an angle, meeting
the web at Middle Level #9.
9. BATTLEPLAIN GATE. The radius web swells to a platform 25’ in
diameter at this point. In the center is a trilith made of black
stone shot through with purple, with a spiderweb carving on the
face of one pillar, with six gems at seemingly random points on
the design (red, orange, yellow, green, blue, and purple; the
design is similar to the other gates in the web, but the exact
positioning of the gems is different). If the following gems are
touched in order (red, blue, purple), the gate will activate.
Pressing the gems in the wrong order will cause a 1d3 h.p.
shock. Once it is opened, pressing the yellow gem will close the
gate.
The gate is guarded by a pair of Type I (vrock) demons AC 0;
MV 12”/18”; HD 8; 40 h.p.; #AT 5; DAM 1-4/1-4/1-8/1-8/1-6; SA
darkness 5’ radius, detect invisible objects, telekinesis 200 lbs.,
gate in another vrock (10% chance of success). Each has a
piece of jewelry.
Once opened, the gate will show a blasted plain with bare rock
and a disquieting purple-black sky, on which two entire battles
seem to be taking place. Tens of thousands of dretches and
manes, commanded by hundreds of demons of types I-III,
along with many hundreds of chimeras, are engaged in a vast
battle against a force of humans wearing black and red livery,
many with a black lion rampant on a red field (this is the coat
of arms of Keoland). The other battle features demons and
hundreds of giant obsidian widow and giant warg spiders
fighting humans wearing white tabards with three red spears
(the coat of arms of the Yeomanry).
The humans are illusory while the demons are quite real, and
the whole scene is mere training for the planned invasion of
Keoland and the Yeomanry. This is also a two-way gate, and
there is a 10% chance per round that a demon (35%) or
chimera (65%) will notice the PCs watching and will come
through to investigate, as the gate is normally kept closed.
10. SKELETON. At this point in the radius thread a skeletal torso
protrudes from the thread itself. The battered remains of plate
mail adorn the half-skeleton, which seems like it somehow
merged with the substance of the web. The armor is actually
plate mail +3, but because it is damaged (and parts are
missing) it gives a base AC of 6, plus the +3 bonus, if removed
and worn. All other belongings have long since been looted,
but one of the teeth in the skull is one of the fabled Teeth of
Dahlver-Nar. It is tooth #20, and gives the person who replaces
a lost tooth with it the ability to find traps three times per day.
11. LOFTWICK GATE. The radius web swells to a platform 25’ in
diameter at this point. In the center is a stone trilith with a
spiderweb carving on the face of one pillar, with six gems at
random points on the design (red, orange, yellow, green, blue,
and purple; the design is similar to the other gates in the web,
 but the exact positioning of the gems is different). If the
following gems are touched in order (yellow, blue, green), the
gate will activate. Pressing the gems in the wrong order will
cause a 1d3 h.p. shock. Once it is opened, pressing the red
gem will close the gate.
The gate Is guarded by three giant obsidian widow spiders (AC
0; MV 12” *18”; HD 6+6; 30 h.p. each; #AT 1; DAM 1-8; SA
poison save -4, web spell immune to non-magical fire, always
strike first, ESP; SD +1 weapon to hit).
When activated, the gate will open in the marketplace of the
city of Loftwick, capital of the Yeomanry. It is a two-way gate,
and will remain open for 1d6 turns, after which time a demon
patrol will visit the gate and close the connection by pressing
the purple gem. This gate is intended to be the primary means
of invading the Yeomanry when the final invasion of the
southwest Flanaess is ordered; fully half of the army in the
Battleplain (see Lower #9) will be devoted to that front.
12. CHECKPOINT. Four ettercaps are here (AC 6; MV 12”; HD 5; 20
h.p. each; #AT 3; DAM 1-3/1-3/1-8; SA poison bite does 1-8
additional damage), led by a female drow fighters: F3; HP: 15;
AC -3; SA each can cast clairvoyance, dancing lights,
darkness, detect lie, dispel magic, faerie fire, and suggestion
once per day); armed with +3 longswords and daggers, hand
crossbow 1-3 DAM, save vs. poison -4 or sleep for 3-12 turns)
and 10 envenomed bolts. The drow will interrogate passersby,
but only half-heartedly, as she is bored with her duties. Only the
most suspicious of visitors will attract her attention.
13. FINAL ANOMALY GATE. The radius web supports a disc made of
hard webbing material 30’ in diameter. A circular “window”
showing a cave dimly lit by some unseen source rests on the
floor. This is a permanent gate to the Final Anomaly; it cannot
be closed or interrupted except by a dispel magic spell cast by
a lesser deity or greater entity, and even then, it will re-form in 6
days. The gate only operates one way; it allows passage to the
Final Anomaly (see below for details), but no passage the other
way is possible through this gate. This side of the gate is
guarded by a pair of Type III demons (AC -4; MV 9”; HD 10; 50
h.p.; #AT 5; DAM 2-12/2-12/1-3/1-3/2-5; SA darkness 10’ radius,
fear, levitate, pyrotechnics, polymorph self, telekinesis (4,000
g.p weight), gate in a demon type I-III 40% chance at will; MR
60%). They each wear 3 pieces of jewelry. Anyone passing
through the gate will arrive at the Final Anomaly (see below),
and Lolth will instantly be aware of such passage.
14. CORROSION. The radius thread at this point dwindles to only half
its normal width, and for a full 30’ its surface is pitted and
scarred. Lengths of capture webbing have been cast around
the damaged section, obviously some sort of patchwork repair.
The radius thread at this point can actually be damage, if 200
points of magical damage strike it. Once that happens, every
capture thread between the next two radius threads will break,
the gate to the Final Anomaly (Lower Leve #13) will be only
accessible from the anchor threads and will be at a 90 degree
angle to the plane of gravity, those at the point of the break
have a 50% chance of falling to their deaths on the 66th plane
of the Abyss below, and the Den itself will sag visibly. If that
happens, the inhabitants of the web will swarm to this point en
mass. Roll on the random encounter table once every 1d6
rounds to see what arrives. Lolth herself with a bodyguard of 12
giant obsidian widow spiders and 12 giant warg spiders will
arrive in 11-20 (1d10+10) rounds, and will obliterate those
responsible. Her plans to imprison the Elder Elemental God will
take a back seat to a real threat to the Web itself.
14
15. ANCHOR POINT RENEGADES. This point is where two anchor
webs converge on the edge of the Astral vortex. At this point is
a small (35’ diameter) hollow cocoon, as well as a segment of
capture webbing that leads up to the upper level, area #12
(see above). There is a Type III (Glabrezu) demon loyal to Graz’zt
and a Type IV demon who was a close advisor to Lolth but who
is attempting to defect to Graz’zt. The Type IV demon knows the
location of Lolth’s amulet (in the Final Anomaly) and is hoping
to bargain with that information to gain high rank in Graz’zt’s
service; the Glabrezu was sent to help her escape, but the plan
went awry. Both of these demons, as well as those at the other
end of the anchor point (see Upper Level #12; the two groups
are not hostile to one another) can become allies of the PCs if
they are presented with a reasonable plan of escape, as well
as proof that the PCs are Lolth’s enemies. The Type IV demon
might even be persuaded to reveal her secret regarding Lolth’s
amulet, if the right plan presented itself.
Type III demon: AC -4; MV 9”; HD 10; 50 h.p.; #AT 5; DAM 2-
12/2-12/1-3/1-3/2-5; SA darkness 10’ radius, fear, levitate,
pyrotechnics, polymorph self, telekinesis (4,000 g.p weight),
gate in a demon type I-III 40% chance at will; MR 60%. It wears
3 pieces of jewelry.
Krendelar (type IV demon): AC -1; MV 9”/12”; HD 11; 66 h.p.;
#AT 3; DAM 1-4/1-4/2-8; SA +2 bonus to hit, darkness 10’ radius,
create illusion, cause fear, levitate, detect magic, read
languages, dispel magic, polymorph self, telekinesis 500
pounds, project image, symbol of fear, symbol of discord, gate
in type I-IV demon (60% chance of success), infravision,
teleport without error; SD +1 weapon to hit, half damage from
cold, electricity, fire, or gas; MR 65%. It wears 4 pieces of
jewelry.
Special note: Although the demons above have listed their
ability to gate in other demons, none of their allies or servants
will answer such a summons as long as they are trapped in the
web. They are included above only for informational purposes.
THE DEN OF LOLTH
Sitting at the heart of the Web of Souls is the Den of Lolth, a sphere
some 150’ in diameter constructed of webbing of various sizes. A
single 20’ hole at the bottom of the sphere allows access to the
interior. Note that gravity is still “down”, but the surface of the den is
sticky enough to allow non-spiders to walk upon its surface without
becoming trapped. This sticky nature will remain intact unless a
given section of the sphere’s surface is exposed to fire. The sphere
cannot be breached except by a creature with a STR of 21 or higher
wielding an edged weapon +2 or greater.
The entrance to the sphere is guarded by a pair of drow fighters. If
they are attacked, they will immediately raise an alarm, causing the
guards within the Den to come out and deal with the intruders.
Bearing a brooch is not sufficient to gain entry to the Den; one must
have a good story, or be expected, to gain entry.
Female drow fighters (2): F5; HP: 30 each; AC -3; SA each can cast
clairvoyance, dancing lights, darkness, detect lie, dispel magic,
faerie fire, , detect magic (1/d), know alignment (1/d), levitate (1/d),
suggestion (1/d); armed with +3 longswords and daggers, hand
crossbow (1-3 DAM, save vs. poison -4 or sleep for 3-12 turns) and
10 envenomed bolts. Both wear gold spider brooches.
Inside, the Den is a vast gauzy white sphere, almost ethereal in its
beauty. Hazy white light, filtered through the exterior shell, fills the
place, and gauzy webs of various sizes and shapes fill the Den at
odd angles. Large and huge spiders scuttle about, ignored by the
others within. The interior surface has the same sticky qualities as the
exterior, allowing movement, but gravity is still pulling everything
“down”; thus any missile fire by creatures not used to the conditions
inside the Den is made with a -2 penalty.
Closest to the entrance, and thus furthest from Lolth, is a troop of 20
dretches (AC 2; MV 9”; HD 4; 15 h.p. each; #AT 3; DAM 1-4/1-4/2-5;
SA darkness 5’ radius, scare, telekinesis 50 lbs., gate in a type I
demon (5%), once per day stinking cloud, teleport; MR 30%) led by
a type II (hezrou) demon (AC -4; MV 9”; HD 10; 50 h.p.; #AT 5; DAM
2-12/2-12/1-3/1-3/2-5; SA darkness 10’ radius, fear, levitate,
pyrotechnics, polymorph self, telekinesis (4,000 g.p weight), gate in
a demon type I-III 40% chance at will; MR 60%).
A crowd of courtiers then mills about, demons of various types and
on various missions. There will be 6-12 such present at any given
time. Use the following tables to determine type and randomly
determine purpose.
Number Courtier
1 Type IV demon with 2 type I (vrock) demons as
servitors
2 Drow female cleric of Lolth (C8/F5) with a retinue of 4
drow male fighters (F3)
3 Type V demon with 2 type II (hezrou) demons as
servitors
4 Human priest of Lolth (C10) with a retinue of 3 lesser
priests (C4)
5 Type VI demon with 2 type III (glabrezu) demons as
servitors
6 A trio of succubi
7 Drow male (F5/MU 10) with a retinue of 4 troglodytes
8 Arcanadaemon with a derghodaemon servant
9 Nabassu demon with a retinue of 3 ghasts
10 Night hag
11 Type IV demon with a type III (glabrezu) demon as
servant
12 Human wizard (MU15) with half-orc bodyguard (A8)
Die Roll Purpose of Petitioner
1-5 Asking for assistance in pursuing a vendetta against
someone or something.
6-7 Pleading for mercy for failing in some task
8-12 Presenting a gift to curry favor (50% will be a mortal
captive for Lolth to feed upon)
13-17 Accusing someone or something of treason against
Lolth (50% chance this is a false accusation); if two
courtiers both have this purpose, there is a 75%
chance they are accusing each other
18-19 A courier bearing a message from one of Lolth’s
minions or non-demonic allies
20 A courier bearing a message from another Demon
lord
Between the courtiers and Lolth is an honor guard of 12 elite female
drow fighters: F5; HP: 30 each; AC -3; SA each can cast
clairvoyance, dancing lights, darkness, detect lie, dispel magic,
faerie fire, , detect magic (1/d), know alignment (1/d), levitate (1/d),
suggestion (1/d)); armed with +3 longswords and daggers, hand
crossbow 1-3 DAM, save vs. poison -4 or sleep for 3-12 turns) and 10
envenomed bolts.
Opposite the entrance to the Den is Lolth herself, either in the form
of a giant black widow spider (20%), a giant wolf spider (15%), or a
dark elf female of inestimable beauty (65%). Surrounding her are
15
the members of her inner circle; her matron Morag, the guard
captain, an incubus body servant, and two rutterkin slaves.
Lolth’s matron (Morag), Type V demon: AC -7/-5. MV 12", HD 7+7,
hp 42, #AT 1 and 6, D 2-8 and by weapon type X 6, MR 80%, +1
or better weapon to hit, psionic ability 130, attack/defense modes
A, E / F, G, H, charm person, darkness 5' radius, detect invisible
objects, gate—50% chance for a type I (30%), type II (25%), type
III (15%), type IV (15%), type VI (10%), or Lolth (5%), levitate,
polymorph self, project image, pyrotechnics, teleport—no error. She
knows her mistress finds her indispensable, but hates her role,
preferring to spend her time in idleness with her lover, an incubus.
She is aware of Lolth’s ultimate plan to use the PCs to seal the prison
in the Final Anomaly, but will, if presented with the right opportunity,
betray Lolth and nudge the PCs in the direction of sealing them both
inside the prison forever. It can be assumed that Morag knows all of
the secrets of the Web and its various gates, except for those
creatures which are in direct opposition to Lolth, unless otherwise
noted. She wears 10 pieces of jewelry.
The drow guard captain (Sha’ri Venomourn): 8th level female fighter
(H.P.: 60, AC: -4, +4 morning star, +3 spiked buckler, hand
crossbow with 10 bolts, has a horn of blasting). She commands the
guard here as well as supervising the changing of the guard at the
gate to Erelhei-Cinlu (see Upper Level #1). She has a dwelling in one
of the Battleplain’s many fortresses, but does not require more than
3 hours of rest per week, thanks to Lolth’s ministrations.
The body servant, an incubus (Kerelin): AC 0; MV 12”/18”; HD 6; 25
h.p.; #AT 2; DAM 1-3/1-3; SA energy drain, darkness 5’ radius,
become ethereal (but not while in the Abyss), charm person, ESP,
clairaudience, suggestion, shape change, gate in type IV (70%) or
type VI (25%) or Lolth (5%) 40% chance of success; SD +1 or better
weapon to hit. He always appears in male form in Lolth’s presence,
and is fanatically loyal to his mistress. He wears 4 pieces of jewelry.
Rutterkin slaves (2): AC 1; MV 12”; HD 5+1; 23 h.p. each; #AT 1 or
2; DAM per weapon type or 2-7/2-7; SA darkness 5’ radius, fear by
touch, fly, telekinesis (100 lbs.), gate in chasme demon (5%),
teleport once per day; MR 40%). They are armed with double-
crescent pole arms (S/M 1-10 damage, L 1-12 damage). They are
miserable wretches, and will obey Lolth, the Matron, and the guard
captain in that order.
It should be noted that the Den is merely Lolth’s throne room. She
maintains a palace on the surface of the 66th level of the Abyss,
which contains her treasures and many more perils. It is accessed
either by the Battleplain Gate (see Lower Level #9) or by the
Demoness opening up a gate directly using her powers as a lesser
goddess.
THE FINAL ANOMALY
Note to the DM: The Final Anomaly is not in the Abyss; it is on the
Prime Material Plane. Thus, the restrictions and changes to spells,
magic items, etc. are not applicable here, but the Anomaly has its
own restrictions, as noted below.
The home of the Final Anomaly is a cyst deep beneath the surface
of Oerth, completely sealed off from the world. Not even those
creatures that burrow in the deepest recesses of the earth, such as
purple worms and those visitors from the Elemental Plane of Earth,
have found their way to this place, and it is unlikely they ever will. The
only relevant way to enter the Anomaly is through the gate in the
Web of Souls. Interference from the Anomaly itself prevents those in
the Astral or Ethereal planes from entering; all they see is an
impenetrable grey bubble 100’ across. Teleportation can function,
but it would be nearly impossible to enter the Anomaly cave that
way without having been there already through some other way. It
is also the case that the very existence of the cave is known to only
a few beings.
The cave is rough, natural stone, some 50’ in diameter. There are no
stalagmites or stalactites; the place is too far beneath the ground
for the water necessary for such structures to penetrate. In the center
of the cave is a chunk of some unknown mineral, more than 20’
long, 8’ wide, and extending up out of the floor of the cave by 5’ at
its highest point, near the center. It is very rough with jagged ridges
and a very uneven appearance, is dull in sheen, appears
somewhat porous, and is a rusty-black in color. If your PCs have
previously encountered altars to the Elder Elemental God and think
to ask, they will recognize this mineral protrusion as being the same
material.
Around the base of the mineral protrusion is a circle chiseled into
the floor. Equidistant around the circle are chiseled into the floor are
indentations in the shape of an inverted pyramid, a semicircle, an
eight-pointed star, and a square. Along the circle the following is
incised (the language is Flan; either someone fluent in that
language or a comprehend languages spell will be needed to
understand it):
DARKEST EVIL FROM BEYOND
BY OERTH-MOTHER’S HAND IS STILLED.
ELEMENTS BECOME ITS BOND
BEST THREE DARK SERVANTS OR BE KILLED.
WITH A SOUL WILL IT ABSCOND
WHEN FINAL KEYHOLE HAS BEEN FILLED.
Atop the outcropping of mineral is a figurine of a voluptuous mother-
figure that radiates a faint green light. Each of the indentations is the
same size and shape of the power items that were contained inside
Lolth’s Platinum Egg. The figurine is an image of the Oerth Mother
Beory, and will radiate good if detected for. Any creature affiliated
with the Elder Elemental God, such as its clerics, servants of the eye,
etc. will simply pass right through it as if it doesn’t exist, should they
attempt to touch, move, or otherwise affect it, either directly,
indirectly, or by magical means.
The chunk of mineral is, in fact, the Final Anomaly. It is the last
remaining portion of the physical form of the Elder Elemental God
that was cast down to Oerth by the goddess Beory uncounted
millennia ago. All the other pieces have been discovered over the
centuries and transformed into altars at which the Elder Elemental
God could receive sacrifices. This last untouched piece of the god’s
physical form is the key to its imprisonment and freedom.
If the power items from the Platinum Egg are fitted into their
respective places, the Elder Elemental God’s window into the
multiverse will be fully sealed. None of its altars will function, none of
its clerics will be able to receive spells above 2nd level, and those
magic items specifically associated with it (i.e., tentacle rods) will
cease to function.
Doing so is not without cost, however. For each of the first three
power items, as it is placed into its place, a lesser servant of the eye
will appear (see Appendix A) and attack anyone in the cave. When
the final power object is put into place, the individual placing the
last of the power items into its place will be sucked into the mineral
outcrop as the prison is sealed, and will be forever lost.
If the statue of Beory is removed from the Anomaly before the power
items are inserted into their places, the Elder Elemental God will be
freed. This mineral outcrop will become translucent, revealing an
enormous orange eye within, which bursts forth into reality
16
surrounded by a mass of writing tentacles. Any creature in the cave
will be attacked to provide sustenance to the Elder Elemental God.
Once it has fed, all of the altars of the god will disappear into the
weird dimension that is its home, where it will reincorporate and then
begin to wreak havoc on the multiverse.
Note: No statistics for the physical form of the Elder Elemental God
are provided. Suffice to say that it has the power of a greater deity,
and this in and of itself means it has the ability to defeat Lolth in short
order, not to mention any mortals who may happen to be present.
If the PCs think to use the statue of Beory against the Elder Elemental
God after it has been freed from its prison, a successful roll “to hit”
with the statue (against AC -2) will cause the God to instantly vanish
into its home dimension, but it will still be free to return in its full
strength.
THIS ENDS THE WEB OF SOULS
Concept, text, and cartography: Joseph Bloch
Servant of the Eye illustration: Nick Kranc, used with permission
APPENDIX A: NEW MONSTERS
Servant of the Eye, Lesser
FREQUENCY: Very rare
NO. APPEARING: 1
ARMOR CLASS: -3 (body) 0 (tentacles)
MOVE: 18”// 24”
HIT DICE: 9 + 4 (body), 30 hp (each tentacle)
% IN LAIR: Nil
TREASURE TYPE: Nil
NO. OF ATTACKS: 10
DAMAGE/ATTACK: 1d8+1
SPECIAL ATTACKS: Strangle, crush
SPECIAL DEFENSES: + 2 or better weapon to hit, tentacles take half
damage from non-edged weapons
MAGIC RESISTANCE: 20%
INTELLIGENCE: Low
ALIGNMENT: Chaotic Evil
SIZE: L (body 15’ long, tentacles 20’ long each)
PSIONIC ABILITY: Nil
Attack/Defense Modes: Nil
Servants of the Eye are horrors from beyond the regular boundaries
of the multiverse, having come to the Prime Material Plane with their
master, the Elder Elemental Eye (also known as the Elder Elemental
God). They live only to serve the Eye, and without its active presence
to guide them, descend into either listlessness (20% chance) or
homicidal savagery (60%). Some few (20%) will have received a
simple and obeyable order prior to the final overthrow of the Eye,
and will still be following that instruction millennia later. Those
carrying a lesser or greater tentacle rod are able to control Lesser
Servants of the Eye.
A Servant will attack with its ten cilia-covered tentacles, and is
capable of attacking ten different targets if needed. Each tentacle
is 20’ long, and only takes full damage from edged weapons. If a
single tentacle hits a humanoid creature with a natural 20, it will wrap
itself around the neck and proceed to strangle the victim, killing
them in 1d4 rounds in addition to regular damage done (no further
to hit roll is needed). Only one tentacle can strangle the same target
at the same time. If two or more tentacles strike the same target,
the servant will crush it, causing automatic damage from both
tentacles until either the target is dead or one or all tentacles
crushing the victim are destroyed.
Servants regenerate all lost tentacles within 1d12+11 hours.
Lesser Servants of the Eye are vaguely squid-like creatures with ten
hairy tentacles. Their slimy flesh is black and red. They move
remarkably swiftly on land for all their bulk. They lack skeletons, and
can flatten their bodies to pass through spaces as small as 2” in
height and 2’ in width. They can also climb walls and ceilings as
easily as moving across a floor. They do not speak, but have a latent
empathetic ability that allows them to understand most simple
instructions.
used to fly along the chaotic air currents of the Abyss (or the Prime
Material Plane, if they happen to be brought to that plane through
some means).
Crab spiders attack with their heavy foreclaws and bite, which is
poisonous. Those bitten must make a saving throw vs. poison or fall
into a deep coma for 1-6 turns. Once per round it can spin a sheet
web. This web can either be used as a sort of “wing” to pick up a
breeze and allow the spider to fly (agility class E), or to cover an
enemy, equal to the 2nd-level magic-user spell web, but with a 16”
total volume.

Spider, Giant Obsidian Widow

FREQUENCY: Very Rare

NO. APPEARING: 2-6 or 3-24
ARMOR CLASS: 0
MOVE: 12” *18”
HIT DICE: 6+6
% IN LAIR: 50%
TREASURE TYPE: R, X
NO. OF ATTACKS: 1
DAMAGE/ATTACK: 1-8
SPECIAL ATTACKS: See below
SPECIAL DEFENSES: +1 or greater weapon to hit
MAGIC RESISTANCE: Standard
INTELLIGENCE: Very
ALIGNMENT: Chaotic evil
SIZE: L (8’ diameter)
PSIONIC ABILITY: 125
Attack/Defense Modes: D/F,G

The giant obsidian widow is one of the many spawn of the

demoness Lolth that inhabit her realm in the Abyss, and occasionally
beyond in the Prime Material Plane, where is amuses Lolth to send
them to wreak havoc and occasionally aid her followers. They are
web-builders (and it is in their webs that their treasure is stored), but
will leave their webs to advance their never-ending schemes to
advance the cause of their mother Lolth, as well. They are semi-
demons, being the result of mating between Lolth and a giant black
widow spider. As such, they are vulnerable to iron, but immune to
silver, as are regular demons. They can communicate with any
demon, and speak the common tongue, elvish, and that of
ettercaps.
Spider, Giant Abyssal Crab Giant obsidian widows can control any spider (including those of
giant sort) within 3”. Their bite is venomous, and will cause death
FREQUENCY: Very Rare unless a saving throw is made at a -4 penalty. They can cast a web
NO. APPEARING: 2-5 (as per the spell), but the substance is immune to all but magical
ARMOR CLASS: 3 fire. The same applies to their home webs. Due to their vicious nature
MOVE: 12”/15”*9” and great speed, giant obsidian widows always strike first in a round,
HIT DICE: 4 unless under the effect of a slow spell, in which case they roll initiative
% IN LAIR: 80% normally. They can also use ESP once per round (as per the spell).
TREASURE TYPE: J, N
NO. OF ATTACKS: 3 Occasionally (10%) they will form a super-colony with webs
DAMAGE/ATTACK: 1-8/1-8/1-12 stretching for hundreds of yards, in which dozens of the creatures
SPECIAL ATTACKS: Poison, sheet web can be found.
SPECIAL DEFENSES: None
MAGIC RESISTANCE: Standard Giant obsidian widows have bodies similar to regular black widow
INTELLIGENCE: Low spiders, but their abdomens are covered with sharp projections. The
ALIGNMENT: Chaotic evil characteristic red hourglass symbol is replaced by a stylized
SIZE: M humanoid face (it is, in fact, the face of Lolth). They will invariably
PSIONIC ABILITY: None be females when encountered. Young have the same abilities as
adults, but only have 1+1 hit die and their bite does only 1-4 hit
Giant Abyssal crab spiders are truly horrific. Not only are they sheep- points of damage and their poison has no penalty to the saving
sized spiders with a heavy exoskeleton and massive foreclaws, but throw.
they have a unique ability to spin a sheet-like web which can be

17
Spider, Giant Warg
FREQUENCY: Very Rare
NO. APPEARING: 1
ARMOR CLASS: 1
MOVE: 18”
HIT DICE: 4+4
% IN LAIR: 30%
TREASURE TYPE: R, S
NO. OF ATTACKS: 1
DAMAGE/ATTACK: 2-12
SPECIAL ATTACKS: See below
SPECIAL DEFENSES: +1 or greater weapon to hit
MAGIC RESISTANCE: Standard
INTELLIGENCE: Very
ALIGNMENT: Chaotic evil
SIZE: L (6’ diameter)
PSIONIC ABILITY: Nil
Giant warg spiders are a type of spawn of the demoness Lolth, and
are sometimes sent from their home in the Abyss to the Prime
Material Plane in order to spread chaos and evil, and advance their
mistress’s dark schemes. They are hunters, often lying in wait inside
a shallow underground den, then springing forth when prey passes
nearby. They can jump 6” when emerging from their dens, and do
so with surprise 50% of the time.
Giant warg spiders are semi-demons, as they are the result of a
union between Lolth and a giant wolf spider. They are thus
vulnerable to iron, but silver does them no harm unless it is
enchanted. They can communicate with any demon, speak the
common tongue, and can psychically communicate with any
ordinary or giant spider within a 30’ radius, whom they can also
control.
The bite of the warg spider is especially virulent, with saving throws
against it being made at a -2 penalty, death being the result of a
failed saving throw, and an additional 1-6 h.p. of damage even if
the save is successful. In addition, they can cast the spells ESP and
charm person once per turn.
There is a 5% chance that any giant warg spider encountered will
be carrying 11-20 (1d10+10) young on its back. Young have the
same characteristics as adults, but only 1-1 hit die, their bite does
1-4 points of damage, and their poison has no penalty to the saving
throw.
Giant warg spiders appear as enormous versions of ordinary wolf
spiders, and have the same two large eyes (in addition to the rest
of their eyes) as tarantulas. They are brown with black stripes.
APPENDIX B: NEW MAGIC ITEMS
The Elemental Power Gems
There are four Elemental Power Gems; carnelian (earth), smoky
quartz (air), garnet (fire), and aquamarine (water). By themselves
they afford complete protection from effects of the corresponding
element, even going so far as to protect the person holding it from
exposure to an elemental plane. Thus, the garnet power gem gives
complete protection from fire both magical and mundane, and so
forth.
The Elemental Power Gems are essentially conduits for pure
elemental power, and have been used for several purposes over
the millennia which have enhanced and amended their powers,
including the Orb of Death and means of reaching the now-
18
destroyed Elemental Nodes. Now, however, they have been fitted
into the power objects in the Egg of Lolth:
• An iron pyramid (the Earth Key, containing the carnelian
power gem)
• A silver sphere (the Air Key, containing the smoky quartz
power gem)
• An eight-pointed bronze star (the Fire Key, containing the
garnet power gem)
• A pale-blue crystal cube (the Water Key, containing the
aquamarine power gem)
These power objects have been created by Lolth to act as the keys
to the prison of the Elder Elemental God, and as such have powers
that only function in the presence of a fragment of the deity,
including the Final Anomaly. Full details can be found in the
description of the Final Anomaly.
APPENDIX C: NEW SPELLS
Conjure Abyssal Animals (conjuration/summoning)
Level: 6 Components: V, S, M
Range: 3” Casting Time: 6 segments
Duration: 2 rounds/leve Saving Throw: None
Area of Effect: special
This spell functions as the 6th level cleric spell conjure animals, but it
will only function in the Abyss, except as noted. The animals
conjured are based on those listed in Appendix L: Conjured Animals
in the ADVANCED DUNGEONS & DRAGONS DUNGEON MASTERS
GUIDE, but all animals are vulnerable to iron, but silver does them
no harm unless it is enchanted. They are warped and mutated, with
monstrous forms, garish coloring, and innately hostile reactions
(even those which have herbivorous counterparts on the Prime
Material Plane). They otherwise comport to the statistics of their kin
on the mortal plane.
Abyssal Insect Plague (conjuration/summoning)
Level: 5 Components: V, S, M
Range: 36” Casting Time: 1 turn
Duration: 1 turn/level Saving Throw: None
Area of Effect: 36” diameter,
6” high cloud
This spell functions identically to the 5th level cleric spell insect
plague, but it will only function in the Abyss, except as noted. Smoke
will not discourage the insects, and fire and lightning have only a
50% chance of keeping the insect plague at bay. Those within the
area of effect will still only take 1 hit point per round, but any creature
bitten in a given round must make a saving throw vs. spells or be
under a curse (as per the spell). The effects of multiple curses are
cumulative.
MAPS

Web of Souls Upper Level. One square = 100’. All webs gradually slope down to the Den of Lolth.

Red crosses are consistently placed across maps to provide reference points.

19
Web of Souls Middle Level. One square = 100’. All webs are at the same level as the Den of Lolth.

Red crosses are consistently placed across maps to provide reference points.

20
Web of Souls Lower Level. One square = 100’. All webs gradually slope up to the Den of Lolth.

Red crosses are consistently placed across maps to provide reference points.

21
 LOLTH’S INVASION POINT MAP

MIDDLE LEVEL #8

MIDDLE LEVEL #4

UPPER LEVEL #9

LOWER LEVEL #6

LOWER LEVEL #11

UPPER LEVEL #1

22
 This work is unofficial Fan Content permitted under the Fan Content Policy. Not approved/
endorsed by Wizards. Portions of the materials used are property of Wizards of the Coast.
©Wizards of the Coast LLC. The rest is Copyright © Joseph Bloch, all rights reserved.

These works are supported by fans like you. If you enjoyed this, please consider supporting me on
Patreon (www.patreon.com/Greyhawk_Grognard). These patrons made this work possible:

Troll: Matthew Ludwick

Ogres: Adam Brown, Antony McEwan, Baerdcyn, Benjamin Handelman, Charley Phipps, GoB
Izdubar, Joe Kinlan, Joseph Hepler, Peter Dorney, Rich Spainhour, Terry Taylor, Thorsten
Schubert
Bugbears: Adam Toulmin, casl Entertainment, Christian Lindke, David van Hoose, John Garlick,
Michael Newman, OerthScribe, Terry Barnette
Orcs: Allen McNight, Boris J. Cibic, Carlos Mondragon, Chris Jones, Daniel Francies, Diederik van
Arkel, DM Andy, Earl Rumburg, Frederic SCHAAFF, Gregory Williams, Jared Milne, Jay Glenn,
Jeremy Coffey, John, John Lee Boswell, Jose Perez (Bromos Sunstar), Kevin Crouse, Martin
Rynoson, Michael Beeson, Myelin Klobert, Phillip Teare, Pierre Staron, Rich Franks, Rich
Householder, Richard Smith, Sanpat Suvarnadat, Sequoia Tomas Hall, Thalmin, Thomas Kelly,
Trevor McWilliams, Troy Alleman, Von Bek, Z Van
Goblins: A.M. Valentine, Adam Pender, David Babbitt, David Dierks, Gordon Woods, Kurt
Stringfield, Laura Twardy, Marc Smith, Matt Bogen, Michael Rooney, Michel S., Robert Tashjian,
Satori, THE BOG, Vernon Vincent, Yolande d'Bar, Gabriel Perez