Marybeth (3.5e NPC)

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CR 10

Purple worm skeleton spider swarmnester
NE Gargantuan undead
Init/Senses +3/Listen +0, Spot +0
AC 12, touch 5, flat-footed 12
(-4 size, -1 Dex, +7 natural)
hp 104 (16 HD)
Fort/Ref/Will +5/+4/+10
Speed 20 ft. (4 squares), burrow 20 ft.
Melee bite +16 (2d8+12 plus 3d6 plus poison) and sting +11 (2d6+6 plus 3d6 plus poison)
Base Atk/Grp +8/+32
Atk Options swarm damage +3d6
Special Actions poison, insect cloud, create swarm
Spell-Like Abilities (CL 3rd):
1/day—web (DC 13)
Abilities Str 35, Dex 8, Con —, Int —, Wis 10, Cha 1
SQ immunity to cold, damage reduction 5/bludgeoning, pest features, undead traits
Feats Improved Initiative
Skills —
Swarm Damage (Ex) Marybeth gains a 3d6 swarm damage bonus to attacks. All of Marybeth's melee attacks, whether natural or with manufactured weapons, deal this special swarm damage as the tiny insects dwelling within it bite, sting and bash the foe. If it misses with a melee attack, if the attack roll nonetheless equaled or exceeded the target's touch AC, swarm damage (and poison) is dealt anyway. Marybeth can suppress or resume this ability as a free action by calling or expunging the pests from its body.
Poison (Ex) Injury, Fortitude DC 18, initial and secondary damage 1d6 Str. The save DC is Constitution-based.
Insect Cloud (Ex) Any enemy that begins its turn within 30 feet of Marybeth takes 3d6 swarm damage (and poison). Marybeth can suppress or resume this ability as a free action by calling or expunging the pests from its body.
Create Swarm (Ex) Once per day, Marybeth can summon 1d3 spider swarms as a standard action. The swarms appear adjacent to it, even on squares currently occupied.
Pest Features (Ex) Marybeth can cast web once per day as a spell-like ability.

NOTE: Marybeth is an NPC in the Years of Gold setting, and the entry reflects that. It should be easy enough to adapt to games and campaigns in other settings, since it has basically no Pansaer-exclusive content, just two templates on an SRD creature.


When beginning his career as the leader of the espionage ring in Irid and Eros, Ulermo quickly discovered that a threat was required to cement the loyalty of otherwise dubious characters. That's where Marybeth comes in: Ulermo personally caught the monstrous worm in the peaks of Carag Maragos, avoiding dwarven settlements all the while. The worm was brought to Irid, where it was hidden in a cave below the city.

Controlling the monster proved to be an impossible task. Threatening people was hard when the worm would devour them before they could submit, or worse yet devour the handlers. Wily Ulermo devised a solution for the problem: he had the monster killed, then animated as a skeleton after all flesh was rotten off of it. The spider swarms that subsequently made the skeletal hulk their home were completely incidental, but since they follow Ulermo's orders thanks to his lycanthropical nature, it all works out for the goliath rogue.

Appearance and personality[edit]

Marybeth was a monster
even before its transformation.

Marybeth, so named as a joke by one of Ulermo's underlings, resembles a long tube of chitinous bones, beginning with a bony jaw and terminating in a stinger that once held the worm's poison but now merely impales enemies. From between the rib-like bone structure, one can see the outlines of countless millions of spiders in all colors, shapes and sizes: these are the sapient spiders that control the skeleton. Marybeth's insides are filled with complicated webs and silky nests, and looking down its gullet one can see an endless network of strings.

Followers and allies[edit]

See Ulermo Spiderborn.

Recent activity and plans[edit]

See Ulermo Spiderborn.


Marybeth's fighting is not quite as mindless as one would expect from a skeleton. While the creature has a will of its own and fights of its own accord, the sentient spiders that live inside it can control its movement and actions somewhat. Thus, Marybeth can be much more of a danger than would appear at first sight.

Marybeth begins fights by expunging spider swarms from its mouth, which quickly swarm over enemies, seeking to deplete their hit points as fast as possible. At the same time Marybeth comes close to as many foes as possible (usually with a charge) to devastate them with his insect cloud ability, and begins attacking whoever looks strong yet lightly armored.

The spiders living in Marybeth care little about their home - they can always get a new one - and use the skeleton to fight to the bitter end. Marybeth uses its web fairly rarely, since the spiders know the attack is fairly easy to avoid, but will occasionally use it if they think it will aid in combat. The spell takes the form of countless spiders shooting out from the skeleton's body, and quickly forming a tapestry of webs around the targeted location.

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