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The apprentice reversed and jammed his sword behind him, striking the demon as it reappeared. Black, steaming blood burst from the fat toad's guts. The monster screamed, wrenched free, then flashed out of sight again. Whirling, the apprentice brought his sword down in a massive blow aimed at empty air behind him.

The demon flickered back into view, and the blow smashed the demon in two, plowing through skull and chest.

Other monsters backed away as the bisected monster fell aside. The warrior bellowed, and his enemies fled into the gloom.

Somehow, Recca still lived. He lived long enough to see his apprentice win the fight that he had failed.

The apprentice worked in silence. Stone-faced, he hacked off Recca's hand and foot to prevent the corpse being animated as a weapon. He buried the body in the same shallow scrape of dirt that had hidden him before the attack. He placed the heads of Recca's kills at his head and feet. He made no prayers, for the gods were a mockery who enslaved the weak.

Recca was gone. It was as if the swordmaster had been judged and found wanting. The apprentice took Recca's sword to honor him, letting the blade go on to do its work.

It was growing dark. There were wounded survivors to get to safety, and soon the monsters would return. The apprentice-a warrior who had no name-took one last glance at his master's final battlefield. He looked once, turned his back, and left the place behind.

1

CY 589

"Bastards!"

Three malformed slaves hopped back through a palace door, only to be blown apart, their guts and bones spattering on the walls. Demonic servitors dared not flee. They abased themselves, utterly cowed, as their dark mistress stormed by.

Lolth the Demon Queen, Mistress of Spiders, Queen of the Drow, Dark Empress of abyssal hordes was not pleased. A throne of skulls, a lake of blood, a palace lined with the screaming bodies of the damned… all the pleasures of being a demon queen had turned dull and pale. Orgiastic rites lacked flavor. Torturing victims seemed a pointless bore. Even breeding mutant spider legions had become a total waste of time.

Lolth stormed into her rooms, flung herself onto her couch of living flesh, and seethed.

The world of Oerth had caused her absolute humiliation. Her major temple there had been destroyed. Her drow priesthood had been decimated. Hundreds of years of careful planning had been blown apart in a matter of hours. Primal energy had exploded through a magical gate, destroying Lolth's underground temple, her high priestesses and acolytes, and the flower of the drow nobility. Caves had cracked, and the vast underground city that her minions had labored upon was now buried beneath untold megatons of rock. Worst of all, Lolth's body upon that world had been destroyed-a good body, a powerful body, a titanic spider so huge it made kings and demons tremble. All gone. All burned to ash!

The shame of it! Her enemies had made her drunk on faerie wine, mocking her pure magnificence! She was now the laughing stock of the Abyss, with tanar'ri lords sending presents of wine and hangover cures to her palace day after day! Lolth flopped listlessly and muttered. She detonated minions and brooded endlessly. Fury and frustration made her universe seem dim and tasteless.

Oerth…

The place preyed on her night and day. There were other worlds, other campaigns. She had armies of evil conquering continents all across the planes. Oerth was a nothing. A speck! A tiny bauble amongst a universe of treasures-

Yet it had mocked her! It had humiliated Lolth the beautiful, the perfect! It had dared to laugh at the majesty of the Spider Queen!

Lolth's bedroom was in a palace, and the palace was mounted inside a mechanical spider fortress a hundred feet tall. The juggernaut strode through the nexus of the planes, moving from world to world as Lolth supervised her minions and their military campaigns. Lying face down on her couch, Lolth felt the fortress rock beneath her as it walked, her lithe elven face dire and seething with hate. She had eyes of fire, a skin of jet, and pure silver hail that cascaded to the floor. Her sleek body sprawled on her couch, her fingers drumming as she watched a bronze clock ticking the minutes away.

The clock sounded a deep, dark chime, and Lolth jerked upright, naked and careless. Amorphous handmaidens slithered to open the doors and usher in her waiting servitors.

There were drow priestesses and lesser tanar'ri led by hopping toad demons seven feet tall. A great, gaunt, vaguely humanish dog demon led the pack, its four misshapen arms opening to clack their pincers. The beast abased itself as Lolth approached, then stood to gabble out its report.

"Magnificence! Good news!" The creature opened its claws wide and beamed. "The spells are going well. Only a few small hitches. I regret to say the new body will not be available on time-"

The only reply from Lolth was an incoherent scream. She slammed her fist into the demon, clutching the creature's still beating heart. Screaming, Lolth hurled the useless thing away, the demon's blood spraying all over her naked flesh. Spiders as big as wolfhounds raced in to feed upon the bleeding demon.

"Now! Get me that damned body! Do it! Do it!" Lolth ripped her victim apart, the body still screaming. She tore out organs that smoked and steamed, her face an orgiastic mask of rage. "I want it now!" Demons scattered from her in fright. "No excuses! Now! Now! Now!"

A sudden wave of calm stole through the doors. Dripping wet, lean and magnificent, Lolth looked up as a demoness slithered into her hall.

Lolth's secretary was cool, slender, had a serpentine lower body and three pairs of arms. Halting before Lolth with a graceful bow, she spared a glance for the dead demon-fastidiously disdaining the filth all over the floor.

"The new body is ready, your Magnificence."

Lolth sprang to her feet, a stab of fire flickering across her skin. She raced along the rocking corridors of her mobile palace, her pet spiders following like a horde of excited puppies at her feet. The Queen of the Demonweb Pits strode through halls filled with giant arachnids, past metal walls where tiny imp-like quasits skittered through the dark. Tall and lean, with the body of a goddess and the soul of a black widow, Lolth strode into her workshops and stood in triumph in the door.

The lords of the tanar'ri were hard to kill. They would die only if slain while inside their own home realm. Outside of their own realms, death meant only a wait of a few hundred years until they could enter the plane once again. Lolth's body upon Oerth had been destroyed, and it had taken one hundred days to fashion a replacement. She had squandered resources and lavished her powers to make herself a new shell. Finally the new vessel was ready, magnificent, and awaiting its triumphant awakening. In her hall of mirrors. Lolth gazed upon it and gave a silken smile.

Finally. No more giant spider forms. Oerth would be taken by magic and steel and ruled by an empress of invincible glory. Lolth's new body was a copy of her current form-a long, lean dark elf female. She would tolerate no rivals for physical glory. Lolth's bodies were crafted to absolute perfection-powerful, agile, and stunningly sensual.

The new body lay in a shrine deep in the bowels of Oerth, in one of Lolth's few surviving temples. Her slaves had labored over it through Lolth's long frustration, polishing the flesh to perfection. Lolth gazed upon the new form critically through her magic gate, trying to conceal her eagerness.

Perfect.

Lolth gave the body one last, delicious glance, then strode past her minions and secretaries. She climbed the stairs into the chamber at the front of her palace and leaned out over the balcony.

The huge metal spider-palace stamped across a landscape bleak with ash. Ruined cities burned, and monsters cavorted amongst the carrion. Lolth's legions had been busy here, fighting a patient campaign of conquest. Her plans moved slowly and carefully, lest she evoke jealous anger from her peers. Slow and careful. Securing hidden bases, like spiders lurking in the woodpile-this was the formula Lolth had followed for hundreds of years.