the Abyss

  • The Spider Queen Lolth is a demon that became a god, and her infinite realm is the nexus of some of the most nefarious plots in the Abyss. Lolth seeks to expand her realm by drawing worlds of the Material Plane into her cosmic Demonweb, gaining additional power with each conquest. The Demon Queen of Spiders covets the status of the most powerful gods and seeks to achieve their station through treachery, deceit, and murder.
    • The Demonweb takes the form of an immense network of overlapping 20-foot-wide floors of polished stone, each about three inches thick. Examination of the pathways reveals a subtle movement in the apparently natural patterns upon the stone, which constantly shift to form the twisted bodies and faces of condemned souls. Curved walls of sticky webbing surround the pathways, creating tube-like corridors. The webbing is only slightly adhesive—enough to feel strange but not enough to hinder movement. Climbing the web passage requires a DC 10 Climb check. The webbing is immune to fire, cold, and electricity, has hardness 10, and 20 hit points per 5-foot section.
    • A billowing infi nity of putrid gray clouds suffuses the layer beyond the web tunnels. Characters who venture into the clouds must succeed on a DC 22 Fortitude save to resist being forever drawn into the chaos of the Abyss. Far beneath Lolth’s Web, in wells of utter darkness, lie the dreaded Demon web Pits.
    • Here and there, solid metal doors lead off from a pathway, apparently into the fog. These portals in fact lead to a variety of demiplanes and Material Plane worlds that fi gure into Lolth’s political and military schemes. Many of these worlds have been utterly defeated by Lolth’s minions and swarm with dark elves, demons, and other servants of the Queen of the Demonweb Pits.
    • In the Demonweb, evil or chaotic spells function as if cast by a caster of twice the normal level. Web spells spread out to fill twice the area they normally would. The save DC of the poison spell increases by 3. Spider climb lasts twice as long, as does any spell that summons any kind of vermin. Evil creatures heal naturally at twice the normal rate.
    • Within the Demonweb, teleportation is utterly impossible, blocked by Lolth’s divine will. Certain of her most favored agents retain specially cursed geometric sculptures that allow instant travel to and from specific locations in the Demonweb. Common keys, in order of rarity and value, include iron pyramids, silver spheres, eight-pointed bronze stars, and pale blue crystal cubes.
    • Adventurers in the Demonweb must avoid the drow patrols that sweep the pathways as well as the demons and arachnid horrors that do Lolth’s bidding. The numerous metal doors leading to other worlds bear no markings whatsoever, and trial and error remains the best means of exploration without native cooperation. In extremely rare cases, a persuasive PC might convince one of Lolth’s servants to betray another, but none will ever betray the will of their beloved demon queen.


  • Most permanent residents of the Demonweb are drow worshipers of Lolth, powerful and arrogant clerics who live to fulfill the dark whims of their goddess. These agents defend the layer from intruders and act as facilitators of Lolth’s ambitions upon the worlds linked to her web. The Spider Queen’s inner circle of advisors and agents commands respect in diverse Material Plane locales, and each member considers itself a major player in the politics of the Outer Planes.
  • Lolth favors personal breeds of demons such as the yochlols to the general kinds found on other layers, and these “handmaidens” of her divine will outrank even more powerful demons like balors and nalfeshnees bound to the Spider Queen, much to their chagrin.


  • The Queen of Spiders embodies the absolute evil of the drow race. Her every move seethes with malice, and the depth of her viciousness has been known to surprise even those who know her well. Lolth is contemptuous of planar beings more powerful than her while at the same time disdaining those below her whom she considers enemies or pawns. She uses the playing pieces afforded to her by her widespread cult to plan numerous schemes upon Material Plane worlds, but she is keenly aware of when the time to plan is over and the time to act has come.
  • Lolth tempts even the most senior members of her clergy to be wary of betrayal, while always remaining on the watch for a chance to betray their enemies (who, in drow society, are often professed friends). No act demands Lolth’s attention and admiration like treachery, and thus she favors those servants who achieved their station through guile and political ruthlessness. The Spider Queen is capable of showing great kindness to these favored servants, but her ultimate motivations are almost always purely manipulative.
  • Lolth often appears as a lithe, imperious drow regent when dealing with associates and underlings, but when battle breaks out she usually takes on a feral half-arachnid form with eight spider legs. Residents of the Demonweb are utterly loyal to their mistress, honoring her in an equal measure of admiration and fear.


  • Lolth’s chief diplomat and the supreme mortal ruler of her organization and multiworld religion is Eclavdra, a ravishing priestess known for cruelty and complex scheming. Utterly without compassion and always thinking three moves ahead, Eclavdra ruthlessly eliminates rivals before they become threats, and her willingness to manipulate and discard her subordinates impresses even Lolth. In most cases she wears a sardonic sneer, but when in the presence of great planar personages she softens and shows the diplomatically appropriate deference.
  • Eclavdra fell out of favor with Lolth in recent decades, after her alliance with the Elder Elemental God jeopardized Lolth’s attempt to bring the world of Oerth into her Demonweb. Thereafter, Eclavdra appeared to abandon Lolth by serving as an ambassador of the demon prince Graz’zt, perhaps at the urging of the demon lord Verin. Eclavdra ultimately seduced and betrayed Graz’zt, thus regaining her status as Lolth’s most favored mortal and earthly high priestess. The Queen of the Demonweb Pits admires ambition above loyalty and counts Eclavdra as one of the most ambitious denizens of the Abyss.


When Lolth makes war upon a Material Plane world, she first sends her herald, a smooth-tongued 18 HD bebilith named Gethshuq. The arachnid creature soon makes himself known amid a large group of civilians, where he announces the pending arrival of the Spider Queen while simultaneously impaling the terrified commoners with his razor-sharp claws.

Since most bebiliths immediately attempt to destroy other demons, Lolth enjoys sending the obsequious Gethshuq on diplomatic missions to the courts of the demon princes, for she knows his presence alone is enough to unsettle them and give her the upper hand. The many-legged envoy relishes these opportunities, constantly deferring to the demons’ status and power while at the same time reminding them of Lolth’s divinity and influence in the mortal realm of the Material Plane.


  • This daughter of Lolth and a handsome male drow wizard is far from the only progeny of the Spider Queen resident in the Demonweb. Unlike many of her half-brothers and sisters, who constantly plot againsteach other, Laveth is wasting no time. She instead wishes to betray Lolth herself and claim the Demonweb as her own. She has a few lower-echelon drow leaders on her side and recently managed to acquire the aid of a band of slaadi mercenaries, who now stand poised to provide a distraction that will give Laveth an opportunity to perform a ritual called the Harrowing designed to grant her control over the layer. Characters who aren’t put off by Laveth’s ruthless ambition and who are willing to brave her lair deep in the darkness of the Demonweb Pits might fi nd a useful ally against Lolth, since Laveth has agents within even the yochlols, and remains ready to strike.


  • In addition to Eclavdra and the yochlols, Lolth relies upon a network of lesser lieutenants, each with responsibility over a specifi c portion of the Demonweb. The most powerful of these servants are Minolin, Riklaunim, Lirdnolu, and Adinirahc.

LOCALES Duke Alfric and his cunning consort Meriven recently negotiated a truce with Lolth after an invasion that lasted nearly a decade. Alfric seeks to undermine Lolth and enthusiastically supports any of her enemies, donating minor magic items to the cause and even standing by during initial forays.

  • Crystal Tower of the Yochlols: An immense chunk of rock ensnared in the Demonweb bursts with huge crystal shards, giving this web-walled chamber a subterranean character. A looming tower of purple crystal stands atop the stone. The fortress is home to nine demonic handmaidens of Lolth, who have been ordered to protect this section of the Demonweb and the numerous portals to other worlds found therein. Identical crystal towers in other regions of the layer house additional cabals of yochlols. Drow sometimes bring particularly potent captives to the yochlols to ensure that their confessions reach the ears of Lolth herself. Accordingly, each crystal tower comes equipped with a fully operational interrogation chamber.
  • Den of the Acolytes: A stone rectory plucked from a Material Plane world houses about three dozen clerical acolytes of Lolth. Ranging from 6th-level aspirants to 18th-level matriarchs, these fanatics have dedicated their lives to serving the Spider Queen, and they are not afraid of dying in that service, fully expecting to be reincarnated as yochlols.

The area is administered by one of Lolth’s lieutenants, an inflexible sadist named Lirdnolu. The lesser clerics who study and scheme here dare not disobey her cruel and inventive instruction.

  • The Emblem of Abrogard: A wide brazier at the center of this cylindrical stone chamber holds a five-pointed stylistic metal star about the size of a round steel shield. The symbol rests in a shallow pool of black blood drawn from the cooling corpse of Abrogard, the primary evil deity upon the world of Guldor, which Lolth subjugated decades ago and is in the process of drawing permanently into the Demonweb as a distinct layer of the Abyss.

The Emblem of Abrogard houses the only remaining traces of its creator’s divinity, bathing the chamber in wicked energies. All spells with the evil descriptor cast within the chamber are extended and empowered as per the Extend Spell and Empower Spell metamagic feats. The caster need not alter the level of the spell in question to benefit from this effect.

  • Erelhei-Cinlu: A door portal off the Fane of Eclavdra leads directly to an ostentatious temple of Lolth overlooking the drow city of Erelhei-Cinlu, deep below a mountain range on Eclavdra’s home world. The city rests within a vast chamber called the Vault of the Drow and is home to evil creatures such as illithids, rakshasas, and troglodytes. Sneaking through the well-attended temple will prove extremely dangerous, but access to the sordid markets and arcane secrets of Erelhei-Cinlu might just be worth the risk.
  • The Fane of Eclavdra: This huge natural cavern with an intricately carved basilica roof serves as a major anchor for the Demonweb. The three-towered citadel within houses nearly 100 accomplished dark elf warriors and clerics who serve Eclavdra, the ruler of Lolth’s forces on the layer. Eclavdra’s chambers dominate one of the structure’s three towers, but the cleric’s business keeps her away from the complex more than 70% of the time. When in residence, she usually lounges upon a throne situated atop a 30-foot-tall stone pyramid, scolding her inferiors for their indolence while at the same time bolstering their enthusiasm for the worship of Lolth and the defense of the Demonweb.
  • [Istivin]: One of Lolth’s most ambitious recent stratagems involved an attempt to draw the human city of Istivin (and eventually the surrounding countryside and world) into the Demonweb. Doing so meant aligning with several tribes of hill, frost, and fire giants as well as Underdark denizens such as kuo-toa, bugbears, and troglodytes to cause unrest on the surface world that would confuse things and leave Istivin’s heroes on unsure footing. Eclavdra herself earned her patron’s admiration as the architect of this intricate scheme, running the operation out of the dark elf city Erelhei-Cinlu (also connected to the Demonweb). But the nexus of the Abyssal incursion came in Istivin, which found itself enveloped in a black magical hemisphere that brought it partially into the Abyss.

During that period of connection, a disembodied Abyssal entity known as the [Malgoth] slipped into the Material Plane, finally escaping the imprisonment in the raw chaotic matter of the Abyss it had endured for thousands of years. Once a powerful obyrith, the Malgoth was hunted down upon the hunting fields of Spirac, on the 72nd layer of the Abyss, by a consortium of seven demon lords. This defeat helped to mark the rise of the tanar’ri in the centuries following the retreat of the Queen of Chaos.

Bizarre shadows and tragic coincidences now haunt the so called City of Shadows, whose marquis recently vanished and whose citizens totter on the nervous edge of revolt against his distrusted wife. The character of the Malgoth has become the character of Istivin itself, and the city grows more desperate and violent by the day.

Although Lolth’s Istivin plot ultimately failed (temporarily bringing Eclavdra out of favor), the Spider Queen keeps a doorway into the city, in part out of curiosity regarding the Abyssal entity currently inhabiting it. The door opens into an alley off the city’s central [Qualtaine Square], and allows passage back to the Demonweb only to those who used the gate to get to Istivin, keeping anyone who accidentally stumbles upon the portal from entering the Abyss.

  • The Labyrinth of Arachne: The doorway opens into the corner of a 100-foot-square stone chamber illuminated by a film of phosphorescent purple fungi coating the walls and ceiling. Twigs, dried bones, and tattered rags litter the sandy floor, and five identical doors mark the opposite wall. These doors lead to a bewildering maze in which Lolth breeds new kinds of spiders and spider amalgamations. The maze has no known exit and does not touch upon the surface of the Material Plane world from which it was excavated. Lolth’s servants sometimes release prisoners into the Labyrinth to slake the hunger of the maze’s spidery inhabitants.
  • Lolth’s Prison: Prominent enemies of Lolth who (by resilience or charisma) cannot be destroyed often find themselves exiled to Lolth’s Prison, a tiny flat world with a diameter of about 2,000 yards. Five small suns glow through the surrounding inky starfield, ranging in color from red to white. A huge bone colossus guards several caged prisoners.
  • Maldev: One doorway on the Demonweb opens upon a wide valley nestled between tall, sharply pointed mountains resembling stalagmites on the defeated Material Plane world of Guldor. The sky is bluish-purple and partly overcast, obscuring a sun resting low against the mountainous horizon. Stars hang heavy in the sky like ripe moons. Some seven miles distant a great fortress of sleek stone turrets and battlements built into a towering conical mountain plugs the subterranean highway to the mountain dwarf kingdom of Maldev, the final refuge of good to fall to Lolth’s invasion of this entire Material Plane world. The beautiful, nigh-impregnable fortress—Kandelspire—is currently home to Kiaransalee, the drow goddess of vengeance and undeath.

The Vengeful Banshee feels at home among the ghosts and howling spirits of the anguished fallen heroes who died in utter defeat, viewing the haunted realm as an appropriate redoubt in which to regain her strength and prestige after her humiliating defeat at the hands of Orcus over rulership of the 113th layer of the Abyss. Female clerics of Kiaransalee and their skin-stripped quthmaren servitors occasionally abandon Maldev to serve Lolth as assassins or help her combat an undead-using foe.

  • The Nightworld of Vlad Tolenkov: A sole doorway leads from the Demonweb to the forlorn courtyard garden of a moribund castle situated upon a sunless Material Plane world. What few lichens and carnivorous plants still manage to eke out a living here do so only with the help of ancient magic employed by the master of the castle, the vampire lord Vlad Tolenkov. Tolenkov is but one of an extremely powerful and influential cabal of vampires known as the Union of Eclipses, whose dominion spans multiple worlds of the Material Plane. Each member of this order claims to be its rightful ruler, but in fact all swear themselves to the noble court of Kanchelsis, a vampire demigod who dwells within the infinitely adaptable Lair of the Beast and Mansion of the Rake on the 487th layer of the Abyss. Lolth holds this dark royalty in admiration and treats Tolenkov as a diplomat, lover, and strategic consultant.
  • The Ship of Lolth: This portal is distinct from the others leading off the Demonweb, for it consists of a pair of bronze doors, each 15 feet tall and 10 feet wide. The face of the doors is smooth and featureless except for a small cube-shaped depression in the center of the left door. Pale blue cube teleport keys fit perfectly in the depression, and when so placed a cube glows faintly for one minute, after which the doors open to reveal a flat desert under a purple sky. Spells such as knock and passwall also allow passage, but no amount of physical force will open the doors.

About a mile from the portal stands a massive metal building with the aspect of a colossal spider, two bulbous connected chambers of bolted panels gingerly supported by eight delicate legs. The ship, a fortress in its own right, is the dwelling place of Lolth herself, and doubles as a vessel of war on the occasion of decisive incursions against the domains of the Spider Queen’s enemies. The myths of most Underdark cultures suggest that priceless treasures and deadly traps pack the innards of the vehicle, which is also thought to house a black dragon and white dragon, several savage humanoids, a dozen yochlols, and numerous drow retainers and servitors who see to Lolth’s every need. liquid upon the marble floor of this large chamber. Characters bearing an eight-pointed bronze star teleport key (including Eclavdra, Gethshuq, and the other lieutenants) can command the sphere to focus upon any location on the Material Plane, which it does by spinning in a succession of different directions while remaining fixed in place. Suddenly, the movement stops and the sphere’s surface seems to grow an organic window that reveals a perfect image of the desired location. Lolth and her agents use the venomsphere lens to screen candidate worlds for possible invasion.

  • The Ulgurshek Orifice: A wheezing, spattering orifice of tongue-red flesh fills a massive stone-walled chamber attached to a main thoroughfare in the Demonweb. The undulating sphincter lazily devours anything placed upon it, gently transporting the waste material to the bizarre Abyssal layer known as Ulgurshek. The Fraternity of Order catalogues Ulgurshek as the 92nd layer of the Abyss, designating it a “living layer” to account for its apparent sentience. The layer appears to be composed of the innards of some impossibly huge creature. Veins flow like rivers through vast tunnels of organic matter. Fleshy organs the size of boulders hang like fruit from the distant ceiling, secreting corrosive fluid onto living fields soaked in natural acids. Nothing survives for long within Ulgurshek, and Lolth’s minions use the Orifice as an efficient garbage sluice and prisoner disposal.

Only Lolth and a handful of her most trusted servitors and progeny know the truth, that Ulgurshek is not a part of the Abyss but is in fact an immense living creature from the dawn of time called a draeden. The godlike being had already fallen into torpor when the Outer Planes themselves took form. Ulgurshek wasn’t captured by the Abyss—it grew around him as his dormant form drifted through the raw creative matter of the multiverse. Confined by reality, Ulgurshek has no hope of escape. Because its memory plumbs a time-lost era unknown even to the obyriths, Lolth occasionally ventures into Ulgurshek to consult it on some sagely matter, and perhaps probe it for tales of the strategy of its ruthless now-lost brethren. In return, Lolth pledges to hunt out signs of Ulgurshek’s race elsewhere in the Great Wheel.

  • The Wreck of the Faraday Queen: A 140-foot-long sea vessel of human design has been drawn into a little-used corner of the Demonweb. The ship’s bow proclaims itself the Faraday Queen, but it has obviously been centuries since the ship last touched water. The Faraday Queen is currently home to a small colony of eight araneas who seek to serve Lolth but who have not yet made an impression strong enough to linger in the Spider Queen’s memory. A ship’s log rests among scattered treasure claimed by the aranea headman. The journal suggests that the human crew initiated something called the Barbatos Device while on the open sea, and were immediately transported to the foggy raw chaos of the Abyss, from whence the ship was plucked to become part of the Demonweb. No traces of this device exist, but mentioning it in the presence of Eclavdra or Lolth is sufficient to earn an immediate death sentence. They clearly know of the plane-spanning artifact and might once have possessed it, but it now rests in the hands of a rival demon lord.

the Abyss