A simple boss fight turns into an epic struggle for survival by simply putting one bad guy on the ceiling. Oh, and the demi-god Lolth shows up. Sort of.

Today I’m going to try an experiment. First, I will tell the tale of the today’s session as if it was a story and then afterwards I’ll discuss the hints and tips I used during the session. Hopefully, this will make these diaries more fun to read and maybe even learn from.

When last we left our heroes, they had just stumbled into the lair of the BBEG of the Lost Mine of Phandelver, Nezzar – the Black Spider. Turns out that he’s a simple Drow entrepreneur who is just looking for some rumored magical treasure and all these dumb dwarves and pesky players have been seriously inconveniencing him. Sure, he’s committed larceny, murder, kidnapping, assassination attempts, and ordered the extermination of an entire village, but that’s just usual Drow business with some minor collateral damage.

Like any successful business man, he knows that good help is hard to find. Plus, the players have killed off most of his minions, leaving him with a slight employee retention problem. So, Nezzar offers them a job in his organization. Our heroes counteroffer by attacking him. The last session ended with Regizar, the very unstealthy fighter, attempting to stealthily stab Nezzar with his sword.

This combat was the most intense, epic fight that the players have had this whole campaign, as is befitting the big, bad, evil guy, and it took the entire session (3 hours) to resolve. And since the players were not at full strength (none of them were at full hit points, and both spellcasters only had about half their spells), this was an exceptionally harrowing fight. Okay, less talk, more fight!

With a deft movement, Regizar thrusts his magical sword, Talon, toward Nezzar. Nezzar is not fooled by the fighter’s clumsy subterfuge and deflects the blow with his staff. But Talon’s thirst will not be totally denied, and a small blaze of blood stains Nezzar’s sleeve.

In that instant, the area around the two combatants is engulfed in a magical darkness. Regizar, Nezzar, and one of the spiders are lost into the murky shadows.

Unfazed by a simple parlour trick, Regizar attempts to walk out of the utter blackness in the area. To his dismay, the magical void follows him wherever he goes. Unbeknownst to Regizar, the villain had cast the spell onto his sword. Regizar cries out, “You stink, Dad!” In the darkness, the DM, I mean Nezzar, just laughs.

Regizar, having lost all trace of his main target, could still hear the spider, clicking its jaws somewhere in the dark. He decides to focus his attacks on that.

Meanwhile, the rest of the group faces off against the remaining spiders and three vicious mongrel beasts called bugbears. One of the spiders is currently scurrying out of the room. Who knows what horrors will return from that area should the engorged arachnid escape. The party focuses all their efforts on stopping that escape.

With axe, arrow and spell, the three attempt to kill the escaping spider. But the spider is upside-down on the ceiling and the sense of vertigo makes it hard to focus their aim. Several projectiles clatter to the floor, unable to connect with their target.

By this time, the bugbears and spiders have closed in. Webs and clashing steel fill the air. Were it not for the superior armor of the dwarf and the high dexterity of the elf and the halfling, they would have been cut to ribbons.

Still trapped in his cocoon of darkness, Regizar discovers that his other senses are enough to compensate for his lack of sight. He still fights with disadvantage, but thanks to his uncanny insight, he is able to block the massive jaws of the giant spider. Even worse for the spider, Regizar never misses, first severing one leg, then another, until he drives Talon straight into the giant spider’s tiny brain. Throughout, Regizar could hear Nezzar whispering spell incantations, but he could never focus on the source.

However, things are not looking good for the other three. The fleeing spider is on the verge of getting away. Clarissa has had to divert all her energy in defending against the flanking bugbears and she is losing. And it is only a matter of time before the remaining spider poisons the wizard or the thief. Finally, a chilly ray of hope appears.

Riandon casts Ray of Frost and hits the fleeing spider with an icy blast. The frigid bolt hurts the spider, but more importantly, hinders its movement and slows its escape. With venom in its eyes, the spider turns to take one fatal look at who had struck it. Now with a better target, the halfling, Callan, lets loose his last arrow. Callan’s aim is true and the shaft pierces one of the spider’s many eyes. It falls from the ceiling, dead before the body hits the floor and clatters down a flight of stairs.

But the moment of hope is fleeting. Nezzar steps out of the shadows and reveals himself standing upside-down on the ceiling, directly above our heroes but well out of range of their melee capabilities. Riandon, the sage turned mage, exclaims, “Spider Climb!”

The words have barely left his lips, when Nezzar casts another, far deadlier, incantation. Blue light crackles from Nezzar’s hands as a searing bolt of electric energy arcs toward the group. The party has never seen such power and they are ill-prepared and poorly-positioned to face it (meaning they were standing in a straight line). Clarissa takes the full brunt of the blast and it shocks every bone in her body. Fortunately, the hearty dwarf survives but her hair will never look right again. In retaliation, Clarissa unleashes her most devastating spell, Guiding Bolt, on Nezzar. A brilliant beam of holy light streaks toward Nezzar, but with a wave of his hand, he casts Counterspell, and the light dissipates into nothingness, rendering the spell useless.

Meanwhile, the lightning bolt passes through Clarissa and into Riandon. That wizard must be truly blessed by Oghma, for he too survives, although just barely. After that, the bolt streaks toward Callan. As halfling luck would have it, he rolls out of the way just in time. Good thing too, for the full blast would have killed him. The lightning ricochets off the floor, the wall, and then the ceiling where it nearly strikes the same three again, before dissipating into the ether with a sizzle.

Unfortunately for Callan, as Halfling luck would have it, he dodges the lightning bolt right into the waiting maw of a giant spider. The spider crushes Callan with its jaws, rendering Callan unconscious, poisoned, and dying. Clarissa, the cleric, wants to save his friend but is being overwhelmed by the bugbears. Riandon is too busy quaffing his last healing potion to save his own life. The outlook is bleak.

Incredibly, the villain’s own darkness spell saves the day for our heroes. Regizar, encased in his personal circle of night, runs to his fellow’s aid. Three bugbears disappear into the unnatural inky void and are forced to square off against Regizar alone.

Clarissa runs to save her thief and Riandon prepares another spell when suddenly a wave of panic and terror washes over them both. The battle is lost, they are going to die, and their only option is to run away. But quickly they realized that this is just another spell weaved by the nefarious villain, and are able to ignore its effects.

Using her last potion, Clarissa is able to revive Callan and save his life. The tide may have turned slightly, but Callan is out of arrows, Clarissa and Riandon are down to a precious few spells, and no one knows what tricks Nezzar still has up his sleeve.

Riandon casts the unerring spell, Magic Missile, but again Nezzar counters with a magical shield that flicks the darts harmlessly away. Callan is frantically running around the room looking for arrows, while within the cone of darkness, one bugbear falls dead and another loses his weapon, when a stray mace come clattering out of the dark.

Nezzar is still casting spells from his unassailable perch. Clarissa is overcome with an inexplicable urge to leave the room and wait in the hall. She calmly walks out of the room, much to the shock of her companions, and stands in the empty hall.

The last spider jumps down from the ceiling, attacks Riandon, bites him, and poisons him. Riandon has to focus all his remaining energy on the attacking spider. That leaves Callan, defenseless, and near death (3hp), alone to face Nezzar.

While the inverted Nezzar continuously casts webs at Callan, trying to ensnare him in its sticky sinew, Callan finally finds a couple of arrows on the floor. He fires the first and misses, while Nezzar mocks him and throws another web at him. Callan comes out of a backward roll with his last arrow already notched. He fires and hits Nezzar in the thigh and instantly several things occur.

First, the darkness in the center of the room blinks out of existence. Regizar is there, in what now seems like an exceedingly bright center of the room, seemingly unhurt, and surrounded by two bugbears, one of whom is fighting with his fists. Regizar screams, “No! Bring it back. I’m fighting better in the dark!”

Second, three perfect duplicates, mirror images if you will, of Nezzar appear beside the evil wizard. They are also standing upside down on the ceiling and the effect is dizzying to say the least. Suddenly, all four mages appear to cast the same spell. Twelve magical darts fly out from the four Nezzars, all targeting the hapless Halfling. All twelve missiles hit the tiny thief. Only three of the darts were real, but that was enough. Poor Callan is knocked unconscious and dying, again, and this time there is no one to come to his aid. Meanwhile, Clarissa is confused, trying to remember why she is now standing by herself out in the hallway, while the sounds of combat continue in the next room.

During all this, Riandon is having his own life and death struggle with the remaining Giant Spider. Riandon is also near death (5hp), and struggling to stave off the poison that is coursing through his veins. Despite the blurry vision and the weariness in his bones, Riandon manages to knock the spider back with a booming thunderwave and then another blast of his ray of frost, all while dodging the drooling arachnid’s attacks. Finally, with one last effort, Riandon lays his hands on the disgusting hairy beast and a surge of electrical energy courses through the spider’s body, stopping its heart for good.

With the unnatural darkness no longer hindering the bugbears, they attack Regizar with a new found fury. Suddenly vulnerable, Regizar is beset on three sides, two below and one above and he takes damage from all three. It is only through sheer fortitude and determination that he refuses to fall. Ignoring the pain in his back from Nezzar’s magical darts, Regizar fatally stabs one of the bugbears in the chest and then after an incredible feint followed by an unanticipated upward swing, he cleaves the final bugbear’s sword arm clean off at the shoulder, leaving it to die in a pool of his own blood.

Still slightly confused, Clarissa re-enters the chamber to a scene of utter loss. A badly wounded Riandon is desperately throwing spells at an uninjured spider. Regizar is bleeding badly as two enraged bugbears pummel him; all while Nezzar is still on the ceiling casting spells at him, except that there are now four evil wizards standing on the ceiling, all circling each other. The effect is nauseating to look at. But where is the halfling thief?

There, obscured by the corpse of a dead bugbear, Clarissa spots the body of her small friend. He is on his back, unmoving, his eyes glazing, his breath slow and shallow. Callan is dying.

Clarissa runs to her fallen companion, intent on administering her last healing potion. Except, she already had. She used her last potion earlier. Poor Callan is lost…

Unless, Callan still has one in his pack! Where the hell is his pack?! Frantically, Clarissa is looking around for Callan’s pack, she only has seconds to spare, when she realizes that she can’t move. She is frozen in place; held against her will. What the hell is going on? In her awkward position on the floor, she can just barely see the four Nezzars on the ceiling, casting a spell and leering at her. Leering and laughing.

“You fool! You cannot best me. I am the Black Spider! You deluded duergar; first you will watch your precious imp die, and then the self-righteous elf and the foppish human. Then once I’ve taken everything from you, then I’ll let you die. Or maybe I’ll sell you as a slave. Or use you as a footstool.”

With his attention focused on the immobile cleric, the Nezzars don’t realize that Riandon had just killed the giant spider. Using the last spell from his memory, Riandon casts a final Magic Missile. Three missiles, four targets. He targets three of the four Nezzars and prays that one of them strikes true. Two of the magical darts strike phantasms; their magic spent, the illusionary Nezzars vanish into thin air. The third dart bears fruit and plunges into the real Nezzar. Nezzar screams, not in pain but in fury. Fury that his concentration is broken on his Hold Person spell. Reflexively Nezzar points his wand at Riandon and Riandon is ensnared in more sticky webs.

Freed from her imprisonment, Clarissa springs toward Callan’s pack and dumps the contents on the ground. Apples, a mug, some rope, loose gems, a red cloak, gold that clearly was not placed into the group coffers, a jade frog, a jeweled eyepatch, where did these come from? MY lost gold earring!… At last! A small shimmering vial.

Clarrisa throws away the cork and empties the liquid down Callan’s throat, praying that she is in time. Painfully long seconds creep by, then finally, Callan’s eyes flutter, his breathing resumes, and the color returns to his skin. Callan will live to steal form Clarissa’s pack again another day.

“You duergar scum! Curse you and your vile kin. At least I’ll have the pleasure of watching you die!”

Green, noxious ichor spread out from Nezzar’s hands, dousing Clarissa in poison. But the Rockseeker clan are a hearty folk and the poison hurts her but it did not kill her.

At that moment, Regizar, having killed his last bugbear, hurls a javelin at one of the remaining Nezzars. It hits his target, but he chooses the wrong Nezzar and the phantom disappeared like the others. But Riandon chose wisely. With heretofore unheard of strength, Riandon breaks free of the webs that bound him, and while reduced to merely cantrips, casts one last Ray of Frost that flew true, momentarily stunning the real Nezzar.

Now with a clear, open, and preoccupied target, Clarissa unleashes her one last spell; the one she was saving for just this moment. Calling forth to her still unnamed dwarven god, and praying for extra guidance, she summons a blinding radiant light that shoots forth from her hands and strikes Nezzar square in the chest. The blast shocks Nezzar to the core and sweeps him off his feet, knocking him back toward the wall. With nothing to hold on to, Nezzar falls 25’ to the floor. But with incredible agility, Nezzar twists in mid-air like a cat and lands on his feet. Infuriated, Nezzar begins to rise; he still has some fight in him.

Knowing he would not get another shot, Regizar charges Nezzar and raises his sword, Talon, overhead for a crushing downward blow. Nezzar raises his staff to deflect, but Regizar quickly changes his grip and swings his sword laterally, across Nezzar’s midsection. Talon tears through Nezzar’s abdomen, rending flesh, muscle, and organs. It is a fatal blow.

But Nezzar, fueled by hatred and rage, refuses to die. With his staff still raised above his head, Nezzar shouts, “In the name of Lolth the Merciless, Mother of all Drow, Queen of the Spiders, I beseech thee to grant me the might to smite my foes!”

Nezzar drives his staff into the ground with such force that it bursts into a thousand splinters. A wave of white energy surges from the explosion and the entire room is engulfed in white, gossamer strands. The webs spread to every corner of the room and extinguish the fire pit, leaving only the dim, flickering light of a few torches on the columns.

The Saviors of Phandalin are all held fast by the sinewy webs. As their eyes adjust to the newly dimmed light, time stands still for a moment. Covered in such pure white, the world seems frozen; nothing stirs, not even Nezzar, who for the first time appears uncertain.

Slowly a circle of indigo light opens up in front of the dwarven statue. The circle grows into a swirling vortex of purple haze and violet vapors. The air is morbidly still, the undulating mist is mesmerizing, the silence is maddening.

The circle grows to 20 feet in diameter, almost the entire height of the room and completely obscuring the statue. Then they hear a slight “click-clacking” sound. Slowly a long, thin, jointed stick made of black bone or chitin protrudes into the chamber from the other side of the void. Then another, and another, until finally what emerges from the portal is the stuff of nightmares.

An enormous spider crawls out of the gateway, but more than a spider, something worse. The “spider’s” body is 10 feet across, but where its head should be, there are the torso, arms and head of a beautiful female Drow. The melding of such a grotesque, repulsive spider and this gorgeous dark elf seems both tragic and perverse.

“A Drider,” cries out Riandon, having read the fables about them in some dusty tome.

“Oh, no. We’re dead,” bemoans Callan.

“Never,” swears Regizar, under his breath.

A second Drider enters the room via the portal, this one carrying the biggest scythe that any of them has ever seen. Suddenly a cold, booming, female voice could be heard, but is the voice in the room? Or in their heads?

“Nezzar. You have done nothing, except disappoint me since you undertook this endeavor. Yet you are a loyal servant, and I will grant you the power to defeat your foes. But I promise you, you will not enjoy the results. Ladies, he’s all yours.”

One of the Driders grabs Nezzar and lifts him up. Nezzar is screaming, pleading and begging, “No, mistress. Not like this. Please! Anything but this.”

The Drider holding Nezzar speaks, “Don’t fret, little one. You will get used to your new life. But you won’t be needing these anymore.” And with the giant sickle, the Drider cuts off both Nezzar’s legs at the hip. Nezzar is still screaming as he is brought back through the swirling portal.

 

The remaining Drider asks, “What about these unworthy surface dwellers?”

The voice of Lolth replies, “Let them live for now. They have earned my respect… and my enmity. Enjoy your brief victory, mortals. I will be watching… and waiting.”

The Drider disappears into the swirling vortex. As silently as it appeared the portal shrinks to nothingness and is gone, leaving our heroes alone in the flickering torchlight, surrounding by dead bodies and encased in a sea of spider webs. But they are alive and victorious, and the villainous Nezzar has been vanquished. Now does anybody have a machete?

And so concluded the epic battle between the Savior of Phandalin and the treacherous Black Spider. The heroes were exhausted. The players were exhausted. The DM was exhausted. But it was a great combat and a great session.

All in all, it was a great time, and the session went sort of as I planned. The battle was filled with tension, suspense, fear, exhilaration, and drama. Every player was afraid that they were going to die at least once during the fight. Each player had a moment of despair and a moment to shine.

The battle took over 12 rounds, brought every player down to single digit hit points and exhausted every spell the wizard and cleric had. So here are the things I did to make this epic fight even more epicier.

The encounter as written includes Nezzar, a 4^th level wizard, and 4 giant spiders. First, I made Nezzar a 6^th level wizard, so that he would be truly dangerous with access to 3^rd level spells; and I added 3 bugbears because I figured that Nezzar would need people to order around and act as a shield for him.

Usually when I run a standard evil wizard, I tend to focus on using 1 or 2 underused spells, such as Mynoxad the sorcerer and his twinned chromatic orb from Part 7, or Jebediah Jessup Wyatt III’s use of Ray of Sickness and  Ray of Enfeeblement in Part 8. But I want Nezzar to be really special, so I fully planned out all of his abilities.

As a Drow, Nezzar can cast three spells at will, without using a spell slot, dancing lights, darkness, and faerie fire. I don’t remember if this is “as written” but I rule that the demi-human darkvision cannot see in this magical darkness. As for the rest of his spells, I kept it mostly from the book with some additions: 1^st – mage armor, magic missile, shield, 2^nd – hold person, mirror image, suggestion, 3^rd – counterspell, fear, lightning bolt. For cantrips, I say that he has whatever he needs but I will mostly use poison spray. He also has a staff which hits for 1d6 poison damage and can cast spider climb and web. I increased his hit points to 35. And I give him the legendary ability that he can cast defensive spells as a reaction to being hit. Nezzar can also concentrate on more than one spell at a time.

I decided that I needed to nerf the spiders a bit. Giant spiders are far tougher than their CR would suggest. If I ran four spiders to their max potential, with their webs, massive bite, plus poison damage, I could easily decimate the entire party. So I took one of them completely out of the equation. Garrick the NPC is with the party, so I told the players that he would “handle” one of the spiders. The party can deal with Nezzar, and I have two less things to deal with.

Then I have another spider exit the room, presumably to get reinforcements. How exactly a spider goes about getting reinforcements is irrelevant. The players were determined to stop it, which was my desired effect and it made for a good dramatic beat.

At the start of combat, even though Andrew failed his stealth roll but made his attack roll, I described the partially deflected blow as a reward for good roleplay. Nezzar’s reaction darkness spell, does three things. It nerfs another spider, it frustrates Andrews who is far too good in combat, and it allows Nezzar to prepare some spells (mage armor & spider climb) while giving the other players a few rounds with minimal distraction to take out the fleeing spider.

This worked perfectly. For the darkness and other area effect spells, I use cut out plastic lids. A Pringles lid is 3” across, perfect for 15’ spells. I painted it black and when Andrew tried to leave the effect, I used a piece of duct tape to attach the spell to Andrew’s mini. It was hilarious.

The order of combat was Regizar, Callan, Riandon, Nezzar, and Clarissa, followed by the spiders and the bugbears. It took three rounds for the players to take down the fleeing spider. They really did keep missing it. Only Riandon kept it from getting away. He hit it with two ray of frost spells, which reduced the spider’s movement to 20 and then 10, effectively trapping it.

In the middle of the third round, Nezzar revealed himself on the ceiling and cast the first 3^rd level spell that the players have ever seen. They really were foolishly standing in a straight line. I don’t remember what damage I rolled, but it was enough to kill all three. Since Nezzar shouldn’t even have access to this spell, I reduced the damage so that all the players now had about 15 hp. But the bugbears were about to probably kill them all next.

Fortunately, Andrew was unstoppable. While in the darkness, even when rolling with disadvantage, he never missed an attack roll and he was never hit. He had the great idea to bring the darkness to the bugbears, allowing the rest of the party to focus on Nezzar. He hated that he could not attack Nezzar, due to his position. This was another intended effect. They had never had to fight a foe that they could not reach, and it was a good challenge.

The rest of the battle was pretty straightforward. Basically, I tried to have a counter for all the usual party tactics. Nezzar kept the players on their toes and they really had no idea what he would throw at them next. I liked that every time Callan fell during the fight, something delayed the cleric from just running over and fixing it. And when Callan finally hit Nezzar, cancelling the darkness and the suggestion spell, Andrew was really upset that his cover was blown, and Jim did a great job being confused in the hall.

Everything came to an exciting climax when the group whittled away Nezzar’s mirror images and Clarissa finally hit him with his last spell, which he cast at 2^nd level. I planned that any damage over 20 would knock Nezzar off the ceiling, leaving him vulnerable. Andrew actually rolled a crit on his last attack, doing a massive amount of damage, which should have killed Nezzar right then, but no one seemed to mind that I used my own narrative ending instead.

As for the ending, I love that this was their first exposure to power and magic that is far beyond the simple village life they are used too. Obviously, I hope to bring back Nezzar, but I have no plans about when or how. I plan to run “Against the Giants” when playing through “Tales of the Yawning Portal”. Maybe I’ll just roll that into “Descent to the Depths” and “Queen of the Demonweb” modules that focus on the Drow. We shall see.

One other note; I know that with adults it is considered meta-gaming when a player blurts out his knowledge of the game outside of his character’s experience, but I love it when the kids recognize and get excited about those little metagame aspects in the adventure. When James yells out “Drider” even though his character has never seen one, or when Jack cringes that “Lolth” might show up to kill them, because he once read a Drizzt novel, it tells me that they are really engaged and that’s the best thing a DM can hope for. And I will always argue that these bits of knowledge come from stories their characters have heard from some fireside tale or in-game tomes they may have read.

Anyway, thanks for indulging me and my ramblings with these exceeding long diaries. Hopefully, you find something useful or entertaining in them. And to further help your campaign, I’ve also created a Lost Mine of Phandelver Resource Page that includes everything I used to run this adventure all in one place. Session Diaries, Maps, Handouts, Stat Sheets, Everything. I hope this helps. Enjoy!

Next week, the heroes find the last Rockseeker brother, search for more strange silver blocks and finally begin to meet (and kill) the more unusual denizens of the dungeon.

As always, epic enemies demand epic endings, and Game On!

First blood is yours. Last blood counts for more – Drizzt Do’Urden, to parapharse our favorite drow ranger.