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The Duchess

I am prepping for my next campaign – Out of the Abyss – and the adventure path clearly has a touch of whimsy with more than a passing resemblance to Lewis Carroll’s Wonderland.  They even say as much in the preface.  So I went back and read the two 1e adventures that are much more directly inspired (actually set in) Wonderland – Dungeonland and The Land Behind the Magic Mirror.  I picked up some of the encounters in those adventures and decided to convert them for Out of the Abyss.  Since Out of the Abyss uses a lot of random tables these should be easy to insert.  

This encounter can occur wherever you like.  Be aware, it is dangerous


The tunnel leads you to a cave about a bowshot long and some two-thirds as broad. Near where you stand there is a large stone building, evidently the home of some important person. It vaguely resembles a castle, or perhaps a moat house, but there seem to be none of the actual defensive devices of either. As you observe the place, you notice liveried servants conversing near the rear entrance of the place. All but one return indoors, and that worthy now has seated himself comfortably on the lawn.

Frog-like (a bullywug, 1 of 20) creature will relax even when the party is near, apparently trying his best to ignore the characters. He is actually alert and ready to spring to attack. He can converse in the Common Tongue, and will tell the party that they are at the manse of a noblewoman, but that they must enter at their own risk: he will not announce them, except for some “consideration,” of course. He will further warn the group that the mistress of the house is in a savage temper, but he will say nothing more. If bribed, he will call for more footmen, and the party will be escorted to see the noblewoman, Her Grace! If harmed, the creature will call out, and each round thereafter 2-5 of his fellows will come to his aid until all 20 have joined combat.

If a battle takes place, these doughty fellows (10 kuo-toa) will gladly join in. From 2-5 will appear each round, until alI 10 have come. They are otherwise scattered about the three floors of the building, going about their duties.

The house is also attended by a butler (a kuo-toa whip) and a major-domo (kuo-toa archpriest of Malcanthet).  The butler stands inside the front door.  He will be the second to last of his party to join a melee at the rear of the place, the first in front. He is otherwise civil and correct to polite callers, and will call for bullywug footmen to announce them.

When any conflict takes place, the major domo will arrive last.  The Bullywugs and Kuo-Toans are the loyal servants of the mistress of the place. They cannot be subverted or otherwise made to serve the ends of the players. They are fanatical and will fight to the death.

Obviously, this is the place where “Her Grace” lives.

The Duchess is in reality Malcanthet.  However her mind has been (temporarily) addled by being wrenched from the Abyss (along with one of her holiday homes) and is temporarily both stupid and unsound of mind.  She is evil, however, but she will not molest the party unless she is first attacked.

If the Duchess is attacked, her associates will also join the fray—and they will do so immediately. Otherwise, the Duchess will converse inanely, make stupid remarks and suggestions, or simply ignore the party. The last attitude allows them run of the whole place. The Duchess has the following associates:

  • Cook (succubus). The Cook will say nothing, and she will not bother anyone unless she or the Duchess are molested.
  • “Baby” (wereboar). “Baby” usually wears a dweomered robe which makes him appear as if he were a swaddled human infant—and the Duchess does call him “Baby.” At the first sign of attack upon the Duchess, he will turn into a wereboar and attack the party. Otherwise, he will ignore the characters, and if the Duchess is not around, he will turn into a swine and trot off.
  • The Smilodon Cat.  The great cat will lurk near the Duchess, hidden by etherealness  or invisibility  whenever the party is around. If they are hostile, the monster will appear and attack instantly.

A general floor plan of the Manse is shown below. The third story is taken up by small servants’ rooms of various sorts.  Furnishings are comfortable and presentable, but they are not very valuable. In short, except for the passages in the cellar, the place isn’t too interesting.

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Holiday Manse


Treasure:  The Duchess has 9 pieces of jewelry, 6 of which she wears always, the other 3 when she dresses for royalty. All are made of gold and set with precious stones. If you desire, you may place (with care) additional items throughout the manse.

Only the Duchess and the Smilodon Cat will converse with party members. Being rather vacuous, the Duchess will speak only about herself, household, and relations with “‘The Queen.”

The Smilodon Cat (assuming he is still alive) is more intelligent and practical. Once the adventurers are within the territory of his mistress, the huge feline will not attempt to harm them. If the party members seek information from him, the Smilodon

Cat will, in his own, deranged manner, give some bits which might be useful. The beast will certainly encourage them to visit elsewhere—anywhere where they PCs have not visited yet and is the most dangerous to visit.  He will  the party that he will show them the way if they will look for him outside the house.

The small pond of water on the grounds is for the benefit of the bullywug and Kuo-Toan staff who serve the Duchess. If the party remains for any length of time at the manse, they will see one or the other type of creature coming and going from the water. The pond is about 30’ deep in the center, shallow around the verge, and has a nice reedy marsh area at its far end. There are various sorts of creatures living in it: typical aquatic forms such as crayfish, turtles, fish, and frogs.  The pool is unremarkable.

When the party meets Malcanthet she has the following additional, albeit temporary, “boons” courtesy of Lolth.

Addlecove.  Due to the nature of the relocation spell used by Gromph Baenre  (and perhaps because of a certain level of spite and envy infused by Lolth during the casting of the spell) Malcanthet is temporarily suffering a type of feeblemindedness.  Malcanthet has -10 to her intelligence score and has disadvantage on all saving throws and ability checks related to Wisdom, Intelligence and Charisma.  Additionally every second round she must make a DC 15 Intelligence saving throw or suffer from the effects of a confusion spell for one round.  This is a temporary effect that will pass in the next 1d4 days.

Piscean Charm.  Lolth has “blessed” Malcanthet with an irresistible charm when it comes to fish and fish-like creatures.  These creatures will serve her willingly and to the death whenever they are within 100 feet of Malcanthet.  This affect is temporary and will fade in 1d4 weeks.



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Malcanthet before she became an idiot

Medium fiend (demon, shapechanger) chaotic evil

Armour Class 19 (profane beauty)
Hit Points 289 (34d8 + 136)
Speed 30 ft., fly 60 ft.

STR 10 (+0)        DEX 14 (+2)       CON 18 (+4)
INT 20 (+5)         WIS 17 (+3)        CHA 28 (+9)

Saving Throws Dex +10, con +16. Wis +11, cha +15
Skills Deception +9, Insight +5, Perception +5, Persuasion +9, Stealth +7
Damage Resistances cold, fire, lightning; bludgeoning, piercing, and slashing that is nonmagical.
Damage Immunities lightning and poison.
Condition Immunities charmed, exhaustion, frightened, and poisoned.
Senses Truesight 120 ft., passive Perception 21
Languages all, telepathy 120 ft.
Challenge 21 (33,000 XP)

Beguiling Gaze. Each creature that is within 30 feet of Malcanthet and aware of her must succeed on a DC 18 Wisdom saving throw or become overwhelmed by her otherworldly beauty and have disadvantage on attack rolls and saving rolls for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. If a creature’s saving throw is successful or the effect ends for it, the creature is immune to the Malcanthet’s Beguiling Gaze for the next 24 hours. As a bonus Malcanthet can attempt to dominate a creature (as the spell dominate monster) that is currently overwhelmed by her beauty. The target creature can resist becoming dominated with a DC 20 Wisdom save. Malcanthet can dominate only one creature at a time; if she selects a new target, the old target is immediately freed from this effect. The domination otherwise persists until it is removed by break enchantment, miracle, or wish; it cannot be dispelled.

Evasion. If Malcanthet is subjected to an effect that allows her to make a Dexterity saving throw to take only half damage, Malcanthet instead takes no damage if it succeeds on the saving throw, and only half damage if she fails. 

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

Magic Resistance. Malcanthet has advantage on saving throws against spells and other magical effects. 

Magic Weapons. Malcanthet’s weapon attacks are magical.

Profane Beauty. Malcanthet’s otherworldly beauty grants her a deflection bonus equal to her Charisma bonus to her Armor Class as long as she doesn’t wear armor. Good creatures must attempt a DC 20 Charisma save each time they attempt to make a melee attack or otherwise touch (or approach near to) Malcanthet. Taking 34 (5d10 + 9) psychic damage on a failed save, or half as much damage on a successful one. Malcanthet heals the same amount of hit points each time her profane beauty deals damage to a creature.

Reflect Enchantment. Whenever an enchantment spell that targets Malcanthet fails to take affect, that spell is reflected back upon the caster as if Malcanthet had cast the spell herself (although it still uses the caster’s ability score modifier to set the save DC).

Shapechanger. Malcanthet can use her action to polymorph into a Small, Medium or Large humanoid, or back into her true form.  The only restriction is Malcanthet always assumes a female/feminine form whatever race she chooses to take. Without wings, the Malcanthet loses her flying speed. Other than her size and speed, her statistics are the same in each form. Any equipment she is wearing or carrying isn’t transformed. She reverts to her true form if she dies. Additionally whatever form Malcanthet takes she retains her claw attack – if the form does not have claws she grows them as needed whenever she enters battle.

Sneak Attack (1/Turn). Malcanthet deals an extra 13 (4d6) damage when it hits a target with a weapon attack and has advantage on the attack roll, or when the target is within 5 feet of an ally of Malcanthet that isn’t incapacitated and Malcanthet doesn’t have disadvantage on the attack roll.

Summon Tanar’ri. Once per day, Malcanthet can automatically summon ld4+2 succubi or 1d3 lilitus (treat as a succubi with maximum hit-points, can not fly, that does poison damage with her claw attack and is vulnerable to all Divine based magic).

Telepathic Bond. Malcanthet ignores the range restriction on her telepathy when communicating with a creature she has charmed. The two don’t even need to be on the same plane of existence.

Multiattack. Malcanthet makes two attacks with any combination of Corrupting Touch or scourge options.

Corrupting Touch. Melee Weapon Attack: +11 to hit, reach 5 ft., one target.
Hit: 6 (1d6 + 3) psychic damage.

Scourge. Melee Weapon Attack: +11 to hit, reach 10 ft., one target.
Hit: 15 (3d10) slashing/piercing damage plus 5 (1d10) lightning damage. On a critical hit it does an additional 18 (3d12) lightning damage

Tail. Melee Weapon Attack: +12 to hit, reach 15 ft., one target.
Hit: 19 (4d8 + 3) piercing damage plus 18 (3d12) poison damage. If the target is a creature it must make a DC 20 Wisdom saving throw or also become dominated by Malcanthet (as the spell dominate monster).

Etherealness. Malcanthet magically enters the Ethereal Plane from the Material Plane, or vice versa.

Honeyed Words. One humanoid Malcanthet can see within 60 feet of it must succeed on a DC 20 Wisdom saving throw or be magically charmed for 1 day. The charmed target obeys Malcanthet ‘s verbal or telepathic commands. If the target suffers any harm or receives a suicidal command, it can repeat the saving throw with disadvantage, ending the effect on a success. If the target successfully saves against the effect, or if the effect on it ends, the target is immune to this Malcanthet’s Charm for the next 24 hours. Malcanthet can have only one target charmed at a time. If it charms another, the effect on the previous target ends.

Kiss of Death. Malcanthet kisses a creature charmed by it or a willing creature. The target must make a DC 20 Constitution saving throw against this magic, taking 34 (5d10 + 9) psychic damage on a failed save, or half as much damage on a successful one. The target’s hit point maximum is reduced by an amount equal to the damage taken. This reduction lasts until the target finishes a long rest. The target dies if this effect reduces its hit point maximum to 0.

Loyal Peon. If Malcanthet has a creature under her control (via charm or domination effect) that creature will interpose itself between Malcanthet and the attacker absorbing the damage of the attack. A creature that is hit during the attack automatically gets to make a saving throw to break the charm affect (including Beguiling Gaze but with disadvantage).

Malcanthet can take 2 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 creatures turn. Malcanthet regains spent legendary actions at the start of her turn.

  • Pain! Malcanthet makes a scourge attack.
  • Sting. The Malcanthet makes a tail attack.
  • Silver Tongue. Malcanthet makes a Honeyed Words attack.

This statuesque beauty wears a sardonic smile on her ruby lips. Curved horns jut from her brow and hold back her long dark hair—and her eyes smolder dangerously. Large leathery wings stretch from her back, the joints of which are laced with razor like claws, and a sinuous tail ending in a thin curved spike completes the image of demonic beauty. She wears a fashionable gown of diaphanous silk and razor-studded leather straps, and she idly toys with a glittering and sparkling scourge made of fine adamantine spiked chains.

Posted in Dungeons & Dragons


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