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Exceptional (15-16)


O, R (U)








18, Wb 12








1d6 (or by weapon)


Poison, spells, webbing


Spells, webbing




M (6' diameter)


Steady (11-12)


1,400 (2,000 w/Legacy)

The legendary araneas are exceptionally intelligent and skilled in the use of magic. However, few even know of their continued existence. To hide their true form from expanding humanoid civilisations, the araneas developed a shapeshifting ability. Because of this ability, araneas possess three distinct forms: arachnid, demispider, and humanoid.

In arachnid form, araneas range from 3 to 6 feet long. Two spinnerets are located on the abdomen. Eight large, segmented legs attach to the spider's thorax. Two smaller appendages, each about 2 feet long, sprout from the front of the thorax beneath the mandibles and eyes, each ending in four, multiple-jointed fingers and a single thumb. These can manipulate simple tools or perform somatic components for casting spells. Araneas also boast an impressive set of mandibles and eight eyes, four of which are small, used only to detect motion. The other four resemble human eyes with coloured iris and black pupil, though set in a round, lidless socket. Two of the larger eyes face directly forward, while the other six eyes are positioned on either side of the aranea's head. The head, body, and legs are all covered with a coarse, greyish-black hair. Araneas can mate only in arachnid form.

Each aranea chooses a single humanoid form. This race must be one the araneas are familiar with. Size differences limit the araneas to races ranging between halfling and gnoll. The most common choices include human, elf, half-elf, dwarf, lupin, rakasta, and shazak. Few araneas choose a goblinoid form, and because of magical restrictions on the race, none imitate wallaras.

An aranea's humanoid form is chosen soon after birth and cannot be changed to another form later. The form typically remains the same within a family unit and must be of the same gender as the aranea. Height, weight, eye and hair colour are always appropriate for the race being imitated.

In its demispider form, an aranea appears as a humanoid with arachnid elements. These elements always include fangs, spinnerets in the palm of each hand, two extra eyes on the temples, and an extra joint on each finger. Still, no two demispiders look exactly alike. As araneas do not gain an initial Legacy from the Red Curse, they typically claim that the demispider form is due to a Legacy. This seems to work well, as some Legacies actually do have these characteristics.

Araneas have their own language, known as Herathian. All araneas know both Herathian and the native language of the humanoid race they are emulating. Though most araneas are neutral in alignment, other races assume that the giant spiders were evil. This assumption has forced the araneas to continue hiding their natural forms.

The Red Curse: Because of their abilities and involvement with the creation of the Red Curse, araneas do not gain an initial Legacy. However, upon reaching maturity they must wear cinnabryl or suffer the Affliction of a randomly chosen Legacy. An aranea can gain Legacies only by becoming an Inheritor.

Combat: Araneas prefer to avoid physical combat when possible, relying instead on magical abilities. In arachnid form, they wait in trees for prey to pass underneath; then, they lower themselves silently on web strands and attack with spells. A victim attacked in this manner suffers a -1 penalty to surprise rolls. In humanoid or demispider form, araneas battle as per the emulated race.

Each aranea is considered to be at least a 3rd-level mage. (Araneas retain the 8-sided Hit Die up to this level, then using the appropriate Hit Die for their class.) This represents their natural relationship with magic and their initial years of training. Most are specialist wizards, preferring illusions and charms but avoiding fire-based spells. Araneas can cast spells in any of their three forms. To avoid arousing suspicion, araneas living among other humanoids keep their spellcasting abilities secret unless they are posing as mages. Most araneas do continue to pursue the magical practices at least in private and are higher than 3rd level. Many araneas become multi-class mages, gaining the additional benefit of swordplay or thieving abilities. Single-class thieves are not uncommon, but single-class clerics or fighters are very rare. Even as a single-class character, though, an aranea still retains its abilities as a third-level mage. This is considered more a dual-class than multi-class.

If forced into physical combat, an adult aranea can attempt to bite and inject venom into an opponent. This can only be accomplished in spider or demispider form and requires a successful attack roll. A victim who fails a saving throw vs. poison immediately feels a faint stiffness in his limbs and takes 1d4 points of damage per round for 1d4 rounds, cumulative for each successful bite. The aranean venom loses potency after a short time, so it cannot be saved and used on weapons.

Upon reaching maturity, araneas can also learn to spin webs. As with the poisonous bite, an aranea can spin or climb webs only while in arachnid or demispider form. This ability does not make araneas immune to the web spell. An aranea can produce up to 10 feet of webbing per level per day half from each spinneret. Web strands measure 1/4 inch in diameter and are strong enough to support approximately 500 pounds. Entangling an opponent with a web requires a normal attack roll. Severing a strand requires only 2 points of cutting damage (which must be inflicted in a single blow) or a successful open doors roll. Immobilising a man-sized creature requires at least 20 feet of webbing, but considerably less is needed to entangle.

Araneas wear armour only if allowed by class. In humanoid form they have a base AC of 10. In arachnid form, they have an Armour Class of 7. If an aranea shifts into arachnid form while wearing armour, it takes damage equal to 10 points minus the AC value of the armour. Magical armour must also be removed unless it has the power to alter its size. In this case, the armour expands enough for the aranea to slip out of it during transformation.

Special Abilities: Araneas possess 60-foot infravision and the ability to change form. The aranean shapechanging ability is natural, and young araneas have complete control within a few weeks of birth. Though not physically limited by a specific number of transformations per day, an aranea trying to maintain secrecy will never assume arachnid or demispider form among non-aranea. It requires 1 round to shift between arachnid and demispider or demispider and humanoid. Thus, changing from humanoid to arachnid or the reverse takes a minimum of 2 rounds. The demispider form is merely transitionary and can never be maintained for more than 2 rounds per level.

An aranea in humanoid form effectively becomes a member of the emulated race and possesses any special abilities that the race has to offer: hearing, special vision, familiarity with tunnels, etc.

The aranean shapechanging ability gives each aranea two true forms. For this reason, the creature's true race cannot be determined unless someone actually sees the transformation, can read the aranea's mind, or possesses some other extraordinary means. Even a true seeing spell is useless unless the aranea is in demispider form; if this happens, there is an equal chance that it will reveal either the aranea's humanoid or arachnid form. Since the identify species spell was originally invented by the araneas, it is useless against them. Though the shapechanging ability was originally gained through arcane means, neither form is truly magical, so a dispel magic cast on the aranea while it is in humanoid form will not cause it to revert to its arachnid form. If successfully cast on the demispider form (using the aranea's level or Hit Dice as the value of the opposing caster), there is an equal chance that the aranea will revert to its humanoid or arachnid form.

The shapechanging ability gives araneas partial immunity to polymorph spells, as with lycanthropes and doppelgangers. They can resume their normal form after being affected by the spell for 1 round. However, weapons designed to battle shapechangers are also more effective against araneas (as with a sword +1, +3 versus lycanthropes and shapechangers). Shapechanging does not restore any lost hit points and, if killed, the aranea remains in the form held just before death.

Habitat/Society: Araneas prefer to live in forests, the natural home of their ancestors, where they can hunt and hide. They are the secret rulers of the Magocracy of Herath, where the cities and villages resemble those of neighbouring lands, though with a more diverse mixture of races.

Araneas take great pains to conceal their dual nature, partly because of the unjust animosity felt toward them by other races. From birth, they are taught that they have two distinct identities. Individuals are forced to keep these two identities separate, never to reveal the secret to other races. Those who do are considered traitors; they are dealt with harshly and quickly by other araneas.

Due to old legends of their purported evil, araneas are almost universally despised as a sort of "bogeyman." A revealed aranea will most likely be hunted down by everyone in the area especially other araneas. The pose of a "tame" aranea who has "converted to the cause of good" may be possible, but it would still be hunted by other araneas.

Ecology: Araneas use magic to subdue their environment, shaping it to fit their desires. For this reason they can never resist magical items and will go to any extremes to obtain them. They are predators, and many enjoy the flesh of sentient beings, though these are the exception rather than the rule. Araneas are generally talented in cloth production and naturally dominate the silk market with the silk they produce.

Most araneas feel superior to other races due to their long history and special abilities. They can be cold, calculating, and secretive, but they are rarely evil. They also tend to be suspicious of others, expecting them to have secrets as well. Currently, these shapeshifters get along with the nearby races.