Skathy, Insect-Empress Medium humanoid (insectoid, shapechanger), lawful neutral Armor Class 18 (natural armor)

18 (natural armor) Hit Points 238(34d8 + 102)

238(34d8 + 102) Speed 40ft., climb 60ft. STR DEX CON INT WIS CHA 18 (+4) 20 (+5) 16 (+3) 17 (+3) 12 (+1) 8 (-1) Saving Throws Str +8, Dex +9, Con +7

Str +8, Dex +9, Con +7 Skills Acrobatics +9, Athletics +8, Perception +5, Nature +7, Stealth +9

Acrobatics +9, Athletics +8, Perception +5, Nature +7, Stealth +9 Damage Vulnerabilities fire

fire Damage Resistances cold; bludgeoning, piercing and slashing from nonmagical weapons

cold; bludgeoning, piercing and slashing from nonmagical weapons Damage Immunities poison

poison Condition Immunities blinded, charmed, deafened, poisoned

blinded, charmed, deafened, poisoned Senses darkvision 60ft., tremorsense 90ft., passive Perception 15

darkvision 60ft., tremorsense 90ft., passive Perception 15 Languages Common, any assimilated language

Common, any assimilated language Challenge 11 (7,200 XP) Shapechanger. Skathy can use her action to polymorph into a tiny, medium or large spider or back into her true form. Her statistics are the same in each form, except for the height changes. Any equipment she is wearing or carrying isn't transformed. She reverts to her true form if she dies.

Linguistical Assimilation. After consuming another creature, Skathy learns that creature's languages and speak patterns, which she can perfectly mimic, but she needs at least one hour to fully understand and use the newly learnt language.

Recreational Feast. After consuming a creature of at least small height, Skathy recovers all lost hit points. Consuming a small creature takes 1 minute, medium takes 2 minutes, large takes 10 minutes, huge takes 10 hours and gargantuan takes 1 week.

Hive Mind. Skathy can communicate telepathically with all members of her hive, as long as they are on the same plane as her. As long as at least one member of her hive is awake and within 120 ft. of her, Skathy cannot be surprised.

Spider Climb. Skathy can climb difficult surfaces, including upside down on ceilings, without needing to make an ability check.

Web Sense. While in contact with a web, Skathy knows the exact location of any other creature in contact with the same web.

Web Walker. Skathy ignores movement restrictions caused by webbing.

Legendary Resistance (3/Day) If Skathy fails a saving throw, she can choose to succeed instead.

Actions Multiattack. Skathy makes three melee attacks, only one of which can be a bite. She can make an insect throw attack in place of one melee attack.

Bite (Poison Recharge 5-6). Melee Weapon Attack: +8 to hit, reach 5 ft., one creature. Hit: 8 (1d8 + 4) piercing damage and the target must must succeed on a DC 16 Constitution saving throw or take 22 (4d10) poison damage and the target becomes paralyzed for 1 minute. A paralyzed target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Claw. Melee Weapon Attack: +9 to hit, reach 5 ft., one target. Hit: 9 (1d8 +5 ) slashing damage and the target must succeed on a DC 14 Constitution saving throw or take 11(2d10) poison damage and become poisoned for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Insect Throw. Ranged Weapon Attack: +9 to hit, range 30/60 ft., one target. Hit: 7 (1d4 + 5) piercing damage, and the target must make a DC 15 Dexterity saving throw. On a failed save, the insect latches onto the target, dealing 3 (1d4 + 1) piercing damage to it at the start of each of the target's turns. The target can repeat the saving throw at the end of each of its turns, dropping the insect to the ground on a success. If more than one insect is attached to the creature, it takes damage from each one, and the DC of the saving throw it makes at the end of its turns increases by 1 per additional insect.

Web (Recharge 5-6). Ranged Weapon Attack: +9 to hit, range 30/90 ft., one creature. Hit: The target is Restrained by webbing. As an action, the Restrained target can make a DC 12 Strength check, bursting the webbing on a success. The webbing can also be attacked and destroyed (AC 15; hp 10; vulnerability to fire damage; immunity to bludgeoning, poison, and psychic damage).

Command Insects. Skathy calls out to all insects within 120 feet of her that are in her hive. If the insects are on hostile creature, they immediatly deal 3 (1d4 + 1) piercing damage to it and the target must succeed on a Constitution saving throw (DC 10 + 1 per insect on the creature) or take 5 (1d10) poison damage. Insects, who are not restrained or not on a creature, move toward Skathy by the shortest and most direct route, stopping within 5 feet of her if it can. For every insect arriving, Skathy regains 4(1d8) hit points.

Legendary Actions Skathy can take 3 legendary actions, choosing from the options below. Only one legendary action option can be used at a time and only at the end of another creature’s turn. Skathy regains spent legendary actions at the start of its turn.

Quick Throw. Skathy makes an Insect Throw attack.

Venomous Bite (Costs 2 Actions). Skathy immediatly recharges her poison bite and makes a Bite attack against a target in range. She may use half her movement, if no other valid target is in range.