Brain Spider

Despite eight hairy legs and a knack for scuttling over walls and ceilings, the brain spider is no true arachnid. Its body looks like a wrinkled gray lump of brain, though it is actually hard chitin. It has four eyes and strong venomous mandibles, and it cannot spin silk. Among themselves they hiss in their own language, but they coordinate by telepathy when fighting nonpsionic foes.

Brain spiders favor ambush, dropping from ceilings or ledges or emerging from psionic shadow form, which gives foes -2 on surprise. They hunt as a group, piling onto one or two targets and then pulling back to let the venom work. Some trail adventurers for hours, waiting for a corpse to be left behind.

The bite assaults the nervous system. A victim who fails a save vs. poison at -4 is paralyzed at once and takes 2d10 damage each round until dead, while permanently losing a point each round from either Dexterity or Intelligence (equal odds) as the venom reaches the brain. When it is done, the nerves have turned to liquid, and the spiders drink them. On a successful save, the paralysis lasts a single round.

A brain spider can also rear back and slash with its four front legs, whose barbed tips deal 1d8 each, more with weapons. Using graft weapon, they often fuse enchanted blades or other items onto their front legs for good, until the spider chooses to reject the item. Grafted weapons attack at +1 to hit and damage on top of any enchantment, and a grafted wand is wired into the spider's nerves so it can be used too.

Psionic powers: the sciences mind link (telepathy) and shadow form (psychometabolism), the telepathic devotions mind blank, intellect fortress, ego whip and contact, and the psychometabolic devotions graft weapon, double pain and body equilibrium.

Packs follow a rigid pecking order in which each spider grovels before those above it. The leader is a brutal bully who takes grand titles like King Venom or Master Thug. Their culture consists of swapping stories of tasty kills, gory stalks and clever prey, and they consider double pain great sport against weak victims. At heart they are cowards and scatter as soon as a packmate dies.

Crude and dim as they are, they hunt with real craft. A favorite ploy is to use body equilibrium to stand on quicksand, a covered pit or a crumbling ledge, taunting prey into following, then attacking once the victim is stuck.

Intelligent and psionic creatures make the richest meals, so brain spiders seek them out. They live underground, where lone drow and mind reavers sometimes fall into their grip.