Aranea [Savage Coast]

An aranea has two true forms, a humanoid one and a large, intelligent spider, plus a hybrid it can pass through. The humanoid shape copies a single race, anything from goblin to gnoll size, most often human, elf or half-elf. As a spider it bears a strange lump on its back that holds its brain, and under its mandibles sprout two small arms about two feet long, each with four many-jointed fingers and a thumb with an extra joint. The hybrid, or demispider, is a humanoid with fangs, a spinneret in each palm, a second pair of eyes (often at the temples) and extra finger joints; no two look exactly alike.

Araneas have 60-foot infravision and speak their own language plus that of the race they imitate. Most are neutral, though other folk assume they are evil.

Araneas prefer magic to blows. In spider form they wait in the trees, drop silently on silk lines, and open with spells, giving the target -1 on surprise. In humanoid or demispider form they fight like the race they copy.

Every aranea is at least a 3rd-level mage, keeping d8 Hit Dice up to that level and then switching to its class die. Most specialize, favoring illusions and charms and shunning fire. They can cast in any form, though those living among humanoids hide the talent unless posing as wizards. Most keep studying in secret and exceed 3rd level; many multiclass for swordplay or thievery, single-class thieves turn up, and single-class fighters or clerics are very rare. Even these keep their 3rd-level mage abilities, more a dual-class arrangement than multiclassing.

In spider or demispider form an adult can bite, which needs a normal attack roll. Unless the bitten creature saves vs. poison, it feels a faint stiffening and takes 1d4 damage per round for 1d4 rounds, stacking with each bite. The venom weakens quickly and cannot be stored for weapons.

Mature araneas spin and climb webs in those same two forms, though they are not immune to the web spell. Daily output is up to 10 feet of silk per level, split evenly between the two hands. A quarter-inch strand bears about 500 pounds; snaring a foe needs an attack roll, and pinning a man-sized creature takes at least 20 feet, though entangling needs less. A single blow of 2 cutting damage or an open doors roll severs a strand.

Armor is worn only as class permits. The humanoid form has base AC 10 and the spider AC 7. Shifting to spider form in armor deals damage equal to 10 minus the armor's AC, and magical armor must come off too unless it can resize, in which case it expands so the aranea slips out.

Shapechanging is natural and mastered within weeks of birth. There is no daily limit, but a secretive aranea never shows its spider or demispider form to outsiders. Each step (humanoid to demispider, demispider to spider) takes 1 round, so a full change takes at least 2, and the demispider can be held no longer than 2 rounds per level. In humanoid form it gains all that race's traits, such as keen hearing, special vision or tunnel sense.

Because both shapes are true forms, its race is revealed only by watching it change, reading its mind or similar extraordinary means. True seeing works only on the demispider and shows either the humanoid or the spider at even odds. Identify species, an aranea invention, does nothing to them. Neither form is magical, so dispel magic will not force a humanoid aranea into spider shape; cast successfully against the demispider (with the aranea's level or HD as the opposing caster level), it sends the creature to one form or the other at random. Like lycanthropes and doppelgangers, araneas shrug off polymorph after 1 round, but weapons made to fight shapechangers, such as a sword +1, +3 vs. lycanthropes and shapechangers, work fully against them. Changing shape restores no hit points, and a slain aranea stays in whatever form it died in.

Araneas favor forests, their ancestral hunting ground. In secret they rule a wizard-governed nation on a frontier coast whose towns look like those of their neighbors, if more mixed in population. Children learn from birth to keep two separate identities and never reveal the secret; traitors are dealt with swiftly and harshly by their own kind.

Old legends cast araneas as bogeymen, so an exposed one will likely be hunted by everyone nearby, its fellow araneas most of all, and even one claiming to have turned to good would still be hunted by its kin.

Araneas bend their surroundings with magic and can never pass up a magical item, going to any length to get one. They are predators, and some, though not most, relish the flesh of thinking beings. They excel at weaving and control the silk trade with their own thread.

Their long history and gifts make them feel superior; they are cold, calculating, secretive and suspicious, assuming others have secrets too, but rarely evil, and for now they get along with neighboring races.