Medium Humanoid (Human, Shapechanger), Neutral Evil
Armor Class 15 in humanoid form, 16 (natural armor) in giant spider or hybrid form
Hit Points 82 (11d8 + 35)
Speed 40 ft., Climb 40 ft. in hybrid or giant spider form
STR
16 (+3)
DEX
20 (+5)
CON
16 (+3)
INT
14 (+2)
WIS
15 (+2)
CHA
19 (+4)
Saving Throws DEX +8, CON +6
Skills Acrobatics +11, Athletics +6, Perception +5, Performance +7, Persuasion +7, Stealth +11
Damage Immunities Bludgeoning, Piercing, and Slashing from Nonmagical Attacks that aren't Silvered
Senses Darkvision 60 ft., Passive Perception 15
Languages Common, Gobbledygook
Challenge 5 (1,800 XP)
Proficiency Bonus +3
Traits

Special Equipment. Arachne is attuned to a mindweb mirror* that he carries with him at all times. The mirror is attached to his back in a protective casing, and can only be destroyed when removed from the casing. The mirror has an AC of 10 and 5 hit points.

Shapechanger. Arachne can use his action to polymorph into a spider-humanoid hybrid or into a giant spider, or back into his true form, which is humanoid. His statistics, other than his AC, are the same in each form. Any equipment he is wearing or carrying isn’t transformed. He reverts to his true form if he dies.

Acrobatic. Arachne’s base long jump and high jump is 20 feet, with or without a running start. As long as Arachne is able to move, he can fall up to 50 feet without taking fall damage or landing prone.

Cunning Performance. On each of his turns, Arachne can use a bonus action to take the Dash, Disengage, or Dodge action.

Spider Climb (Giant Spider or Hybrid Form Only). Arachne can climb difficult surfaces, including upside down on ceilings, without needing to make an ability check.

Web Sense (Giant Spider or Hybrid Form Only). While in contact with a web, Arachne knows the exact location of any other creature in contact with the same web.

Web Walker (Giant Spider or Hybrid Form Only). Arachne ignores movement restrictions caused by webbing.

Actions

Multiattack (Humanoid or Hybrid Form Only). Arachne makes two kick attacks. Arachne can forgo one kick attack to make an attack with his bite or web whip instead.

Bite (Giant Spider or Hybrid Form Only). Melee Weapon Attack: +8 to hit, reach 5 ft., one creature. Hit: 9 (1d8 + 5) piercing damage and the target must succeed on a DC 15 Constitution saving throw or take 9 (2d8) poison damage, or half as much on a success. If the poison damage reduces the target to 0 hit points, it is stable but poisoned for 1 hour and paralyzed for as long as it is poisoned. If the target is a humanoid, it must succeed on a second DC 15 Constitution saving throw or be cursed with werespider lycanthropy.

Web Whip (Humanoid or Hybrid Form Only). Melee Weapon Attack: +8 to hit, reach 30 ft., one target. Hit: 10 (2d4 + 5) slashing damage. If the target is a creature, Arachne may pull it up to 15 feet in a straight line toward him.

Kick (Humanoid or Hybrid Form Only). Melee Weapon Attack: +8 to hit, reach 5 ft., one creature. Hit: 9 (1d8 + 5) bludgeoning damage.

Great Web (Giant Spider or Hybrid Form Only, Recharges 5-6). Ranged Weapon Attack: +8 to hit, range 60 ft., each target in a 20-foot cube centered on a creature within range. Hit: The target(s) are restrained by webbing. As an action, a restrained target can attempt a DC 15 Strength check, bursting the webbing on a success. The webbing can also be attacked and destroyed (AC 12; 20 hit points; vulnerability to fire damage; immunity to bludgeoning, poison, and psychic damage).

Description

Lithe, limber, and beautiful, Arachne [he/him] is a talented acrobat whose mid-air twists and tumbles entrance all audiences. His personality, though, is less of a whisper and more of a blasting foghorn. Arachne lives for the showmanship, bellowing out orders, jokes, and puns as he and his coven of werespider acrobats perform. Along with his own talents, Arachne oversees the shows playing at the Big Top, and his magical abilities give him control over the pocket dimensions used to ensnare those who ‘volunteer’ to be part of the acts. While Arachne is strong and loyal to Heckna, his own safety comes before that of anyone else. Drawn to The Revelia by the lights and action, Arachne prefers to cling to someone more powerful than him than to be a real leader himself. Parasitic in nature, Arachne uses his position at the Big Top to feed his ego as well as his belly. Alongside his coven of werespider acrobats, Arachne creates stunning, intricate webs to ensnare the audience and feast upon them. The acrobats live in the dark nooks of the Big Top tent in a nest of sticky spider webs, and Arachne has his own Charnel Cocoon nestled in the eaves.

Coven Communication. While in possession of his mindweb mirror*, Arachne can communicate telepathically with his coven. His voice is just as loud internally as externally, and werespiders can sometimes be seen clutching their heads as orders are yelled directly into their brains.

A Dark Gift. The rare reveler who catches Arachne’s eye may be offered a priceless gift: werespider lycanthropy. Arachne prefers males and may extend this offer to a male character to whom he takes a shine. This offer means joining Arachne’s troupe—earning a place at The Revelia that requires indefinite servitude as a performer but also provides protection. Desperate rubes or revelers who seek to survive in the carnival occasionally relent to this offer.

Practical Jokesters. Arachne and his coven share Heckna’s sinister sense of humor. They frequently make rude and sardonic quips and insults during both combat and conversation.

Big Family. As the leader of his coven, Arachne protects his fellow werespiders. If one is injured or threatened, he rallies the coven to retaliate.

Lair and Lair Actions

On initiative count 20 (losing initiative ties), Arachne can take a lair action to cause one of the following effects. He can’t use the same lair action two rounds in a row.

  • Arachne disappears into his webbing, reappearing in a location up to 30 feet away from his starting point that is also covered in webbing. When he takes this action, webbing in a 10 foot radius centered on the spot that he left animates, and all creatures in this area must succeed on a DC 14 Dexterity saving throw or be lifted 20 feet in the air by their ankles and restrained by the webbing. The webbing can be attacked and destroyed (AC 12; 15 hit points; vulnerability to fire damage; immunity to bludgeoning, poison, and psychic damage).
  • Arachne summons 2 werespider acrobats in their hybrid forms from the shadows. They descend from the webs into spaces within 30 feet of Arachne and act after his turn.
  • Arachne targets a creature within 30 feet to be illuminated by a bright spotlight, which follows the target until initiative count 20 of the next round. While in the spotlight, the target is blinded and takes 7 (2d6) radiant damage at the start of its turn.
FlipKnot

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