Sapirio's Hold

A Dungeon for 4th Level Characters

Overview

The remote mages’ enclave known as Sapirio’s Hold was named for the legendary transmuter who founded it a decade past. A brilliant scholar and spellcaster, Sapirio was known for his breakthroughs in researching ways in which beasts could be permanently imbued with potent magical power. But when he realized that his work had come to the attention of an assassin’s guild known for its use of nonhumanoid agents, Sapirio fled the eastern cities, seeking lands where his research could be carried out to more peaceful ends.
The hold where Sapirio eventually set up shop was originally a borderland fortress, abandoned after a tenuous peace descended on the lands around it. The remote track to the citadel is now traveled only by buyers and sellers of magic - particularly those interested in the magically augmented beasts that are the specialty of Sapirio and the mages who study under him.

Animal Magic

Sapirio’s transmutations granted beasts and vermin advanced intelligence, as well as permanent augmentations to speed, combat prowess, specialized training, and the ability to wield spell-like power. One recent set of experiments saw Sapirio redirect his signature magic from beasts to vermin - attempting to augment the intelligence of a giant spider, under contract from a dwarf clan seeking reliable and intelligent climbing creatures for use in their mining operations. Unfortunately, the experiment worked a little too well, and its arachnoid subject’s advanced intelligence allowed it to observe and learn how the hold’s magical augmentation cells were operated.
Left alone at night in the laboratory, the giant spider broke out of its own cage, freed a pack of giant wolf spiders caged for future experiments, and used the magic of the laboratory to augment them. Before the next dawn, the intelligent spiders had rounded up the hold’s mages while they slept. Off-duty guards who tried to fight back were quickly put down, as were the on-duty night guards after being enticed inside the fortress and into a deadly ambush. The intelligent spiders have since taken complete control of Sapirio’s Hold - and are having the time of their lives.

Features of the Citadel

The mages’ citadel is a low, squat fortress reached by a narrow, twisting track that shows little signs of regular travel. A main door and a back door are the only entrances, and neither the exterior stone walls nor the flat roof feature any windows, skylights, or other points of access.

Light

All areas of the hold are dark for creatures without darkvision or a light source.

Air

In the absence of windows, the walls inside the hold are imbued with magic that creates a steady flow of fresh air. This works to keep the stench of the spiders and the creatures they’ve killed all but undetectable until adventurers are face to face with them.

Walls, Floors, and Ceilings

The interior of the hold is all dressed stone, with ceilings standing 10 feet high.

Webs

Webs fill certain areas of the hold, attached to both walls and running floor to ceiling. The spiders in the hold can move through the webs normally, but other creatures treat these areas as difficult terrain. For each 5-foot square of webbing that a creature enters, that creature must succeed on a DC 12 Dexterity (acrobatics) check or become restrained. A restrained target can make a DC 12 Strength (Athletics) check, bursting the webbing on a success.
A 5-foot cube of webbing can also be attacked and destroyed (AC 10; hp 5; vulnerability to fire damage; immunity to bludgeoning, poison, and psychic damage). The webs are also flammable. Any 5-foot cube of webs exposed to fire burns away in 1 round, dealing 2d4 fire damage to any creature that starts its turn in the fire.

Spider Magic

One of the side effects of the spiders’ magical transformation is that they now become profoundly intoxicated by magic potions. The potions they are constantly quaffing as a result have combined with the magic underlying their intellectual transformation, granting them a strange and potent mix of powers.
The table below gives additional effects to the spiders. The fierce bite, multiattack, potent venom, and toughness augmentations can be taken multiple times, increasing the spider’s bonus to attack and damage rolls, number of attacks, poison saving throw DC, or hit points each time. If any other augmentation is rolled twice, roll again.

d10	Effect	Augmentation
1	Exploding	When the spider is reduced to 0 hit points, it explodes in a burst of arcane power and chitin fragments. Any creature within 10 feet of the spider takes 1d6 slashing damage.
2	Fast	The spider’s speed and climbing speed are doubled.
3	Fierce Bite	The spider has a +1 bonus to attack rolls and damage rolls for its bite.
4	Lightning Belch	As an action, the spider exhales lightning in a 15-foot cone. Each creature in that area must make a DC 11 Dexterity saving throw, taking 4d6 lightning damage on a failed save, or half as much damage on a successful one.
5	Multiattack	When the spider uses its bite as a standard action, it makes one additional attack.
6	Potent Venom	Increase the save DC for the spider’s poison by 2.
7	Fiery Aura	As an action, the spider explodes with magical flame, dealing 2d8 fire damage to all creatures within 5 feet of it. The spider can deal this damage only once per day.
8	Sleep	As an action, the spider chooses 1d4 creatures within 15 feet of it. Each creature must succeed on a DC 12 Wisdom saving throw or fall unconscious until the creature takes damage, or someone uses an action to shake or slap the creature awake. When spider uses this augmentation, it cannot do so again until it finishes a long rest.
9	Sneak Attack	Once per turn, the spider can deal an extra 2d6 damage to one creature it hits with a bite attack if it has advantage on the attack roll; or if another enemy of the creature is within 5 feet of it, that enemy isn’t incapacitated, and the spider doesn’t have disadvantage on the attack roll.
10	Toughness	The spider has additional hit points equal to its hit point maximum.

Areas of the Hold

1. Front Guardroom

An open wooden door reveals a small guardroom set into the thick stone walls of the citadel. Dark wooden benches line the near walls, with an empty weapon rack and a cold charcoal brazier standing opposite the door.
At a casual glance from the door, the empty guardroom suggests that the mages of Sapirio’s Hold have no need for outside security. However, anyone who enters the room and takes more than a quick look around notes that though the brazier is stone cold, the ash that fills it is no more than a few days old.
The guards usually stationed here were called into the hold in response to the spider uprising, and met with a grisly fate (see area 5).

2. Webbed Entrance

The double front doors are solid slabs of oak bound in brass and iron. No lock can be seen in either door, but their tightly closed fit suggests that both are barred from the inside.
A knock spell or a successful DC 18 Strength (Athletics) check are sufficient to disengage the bar that holds the doors shut. However, the corridor beyond is filled with a thick mass of webs that further prevents the doors from being pulled open. It takes a second knock or a successful DC 15 Strength (Athletics) check to wrench the doors free of the webs.
If adventurers knock at the front doors or are unsuccessful in their first attempt to break in, they hear the sound of movement beyond as the five giant wolf spiders on guard in area 7 move down. A voice then calls out: “This is the Hold of Sapirio’s. What business is yours there?”
Though their conversational abilities are lacking, these spiders attempt to keep up the subterfuge that they are the completely-not-in-trouble-in-any-way mages of the hold, and that they are too busy to receive visitors. Use the following possible points of dialogue to shape the creatures’ awkward responses if adventurers try to talk their way in:

• In response to word of the adventurers wanting to buy or sell magic: “We are closed for the business, and have none of that magic for sale right now, as we have no magic that needs to buy for us.”
• If the adventures specifically talk about having potions for sale, the spiders become more excited but still decline: “Your potions are no doubt powerful and delicious, but many delicious potions we also have here, no thanks to you.”
• In response to trying to determine if the mages are in trouble: “We are no trouble, and have none. We are powerful mages whose enemies quickly die.”
• In response to the adventurers asking about a particular mage at the hold (whether using a real name or making one up): “Indeed yes, she is fine, but very far busy to speak with you now.”
• At each point of any conversation, the spiders encourage the adventurers to depart by saying, “You go now, and good days to you.”

Anyone who succeeds on a DC 17 Wisdom (Perception) check during any conversation with the spiders can hear vague, whispered voices as they compare notes on the best responses. They also hear an intermittent tapping sound resembling wood on wood, as the spiders’ mandibles clack together while they speak.
Under no circumstances can the spiders be tricked or persuaded into opening the doors. If threatened, detected with clairvoyance, or otherwise challenged, they withdraw in silence to area 7 and wait. If adventurers manage to somehow charm any of the spiders, their companions immediately overpower them and pull them back to area 7 until the effect ends. Anyone who succeeds on a DC 18 Wisdom (Perception) check hears this struggle.

3. Barracks Door

This plain wooden door is latched shut but shows no sign of a lock.
The entrance to the barracks has been protected by a glyph of warding spell (save DC 13) using the explosive runes option and dealing thunder damage. The captive Sapirio was forced to cast the spell under threat from the leader of the arachnid uprising, who wanted to seal off the barracks beyond after one too many of its giant wolf spider followers used the space for secret potion binges. For his service, Sapirio was eventually rewarded with an invitation to dinner (see area 8).

4. Ransacked Barracks

A main chamber opens up through arched doorways to two smaller side chambers, all of which were once set with narrow three-tier bunks, wooden footlockers, small side tables, bookshelves, and a few comfortable-looking but threadbare lounge chairs. All these furnishings are in ruin now, covering the floor with a mess of shredded parchment, shattered wood, torn blankets, and broken glass.
The mages of Sapirio’s Hold once occupied the north and central chambers, while the citadel’s guards bunked to the east.
If spiders spoiling for a fight pursue adventurers into this area, all three rooms are difficult terrain that the spiders avoid by moving along the walls and ceiling.
Anyone who succeeds on a DC 10 Wisdom (Perception) check can intuit that though the destruction hints at violence, there are no signs of a battle having been fought here (when overwhelmed by the spiders, the mages quickly gave up).
It takes 10 minutes for four adventurers to thoroughly search all three chambers, which contain mostly worthless personal effects. Anyone who succeeds on a DC 12 Intelligence (Arcana) check while searching confirms that the scraps of parchment all deal with low-grade magical lore or were once spell scrolls, but most are too fragmented to be of any use or value. With a successful DC 12 Wisdom (Perception) check, anyone can determine that the shards of glass spread through the rubble come from dozens of potion bottles shattered here during the spiders’ rampant binging.
Anyone who succeeds on a DC 14 Wisdom (Perception) check while searching can discover one of a number of magic items buried beneath the refuse that covers the floors. This includes six intact potions of healing (which the spiders quickly determined had no effect on them as long as they are uninjured), and a burning hands spell scroll, a disguise self spell scroll, and a knock spell scroll.

5. Temple of Magic

A grisly sight greets adventurers from the arched doorway that opens up into a large chamber beyond - six humanoid corpses in leather armor, pinned to the walls by shortswords and daggers hammered into cracks in the stones.
These are the unfortunate guards who formerly stood watch at the front and back entrances to the hold, drawn into ambush by the spiders and quickly overwhelmed.
Two long stone altars stand against the east and west walls of this chamber, but the sigil-marked cloths that once covered them have been shredded. Cushions strewn about the floor suggest that this was once some sort of lecture hall or temple.
Through an open archway on the far side of the room, a low chanting is heard, accompanied by the intermittent breaking of glass.
If the bodies are searched, any Wisdom (Perception) check discovers a key strung on a leather cord around one guard’s neck. This opens the door into the back guardroom (area 11).

6. Meditation Hall

Two tapestries showing colorful stars and landscapes hang from the shorter walls to left and right of the doorway, with a half-dozen other tapestries torn from the far walls and strewn across the floor. The stones of those now-bare walls have been roughly engraved with images of enormous spiders, all wearing crowns or peaked wizards’ hats, and with wands and staffs clutched in their clawed feet.
A pack of seven giant wolf spiders occupies the chamber, most sitting atop large piles of cushions, and all with their backs to the doorway, facing the graven images on the far wall. They sway back and forth as they emit a guttural chanting. At intervals, each of the spiders pulls out a potion bottle stuck within the course mat of hair that covers its body, drinks it voraciously, then tosses the glass bottle to shatter against the wall.
The wolf spiders here are intoxicated on potions, imposing disadvantage on their Wisdom (Perception) checks to hear creatures approaching. However, they automatically notice if any creatures bearing bright light move through area 5.
At the first sign of intruders, the intoxicated spiders shriek in delight as they attack, taking to the walls and ceiling to spread out across areas 5 and 6. Each spider has a magical augmentation from the table above.
As the manic spiders fight, use the following possible points of dialogue to shape the creatures’ taunting of the adventurers:

• If an adventurer is carrying potions: “You have delicious potions! I scent them! Let me find them, little one!”
• In response to armored adventurers: “More hard mages with hard skins! Just right for cracking!”
• In response to unarmored adventurers, who the spiders take to be mages: “You make potions, don’t you mage? I know it! Potion magic in your blood, that I will taste when I drink you!”

Each spider has one potion of healing on its body, which it takes if reduced to half its hit points or fewer. Driven giddy by the magic they’ve consumed, the spiders pursue adventurers into any part of the hold, fighting to the death.
In the aftermath of the fight, adventurers can collect three potions from the spiders (in addition to any potions of healing the spiders were unable to imbibe): a potion of climbing, a potion of resistance, and a potion of growth.

7. Guard Post

Five giant wolf spiders slouch on guard duty in this chamber and the adjacent corridor, watching and waiting for any orders from the spider-master in area 8. They move down the corridor in response to any disturbance at area 2 or area 11, or if they see any light in the corridor or hear intruders approaching.
If surprised, the spiders can be heard muttering quietly to themselves, rehearsing the same script heard if adventurers spoke to them at the main doors (see area 2 for details).
Each spider has two magical augmentations from the table above.
The spiders take to the walls and ceiling to get at adventurers in the close quarters of the hallway. If four spiders fall, the last survivor bolts for the back guardroom (area 11), opening the door there and fleeing the hold.

8. Master's Quarters

The well-appointed quarters of the master of Sapirio’s Hold are hung with fine tapestries and appointed with comfortable chairs, bookshelves, a dining table, and a bed visible behind drawn curtains. In front of the table, a bloated, horse-sized giant spider wears a pointed mage’s hat at a rakish angle. It squats down before a table set with fine silver and ceramics, and upon which a naked human figure lies. The body is festooned with garlands of berries and herbs, and has an apple in its mouth.
This giant spider is the cunning creature that used the intellect granted by Sapirio’s experiments to turn the tables on the mages. Its imminent meal is the unfortunate Sapirio. A successful DC 15 Wisdom (Perception) check confirms from a distance that he is quite dead.
The new master of the hold responds to any intrusion by lumbering to its feet. “New pets!” it cries out. “Unannounced and uninvited. Still, always room for a few more at the table…” As it scuttles toward them, adventurers can note that the spider walks on seven legs, while the eighth clutches a wand.
The spider-master has the fiery aura, multiattack, and toughness augmentations from the table above, as well as three more random effects.
In addition to its innate magic, the spider wields a wand of magic missiles with 6 charges remaining. It expends those charges over two attacks, creating three missiles with each attack and targeting the most heavily armored adventurers.
As the spider fights, it prattles constantly in the manner of one trying to establish its clear superiority over its foes. Use the following possible points of dialogue to shape its interactions with adventurers:

• In response to hitting an adventure: “Oh so soft, these pets! Soft bodies, soft minds. So sad to be rid of them so quickly.”
• In response to being hit: “Oh, good form! Someone trained this soft one well!”
• In response to any attempts at parley: “This pet speaks! Oh, glorious! What other tricks does it know, I wonder?”

Incapable of believing that it can be bested by “the soft ones,” the spider-master fights to the death.
Anyone who succeeds at a DC 12 Wisdom (Medicine) check to inspect Sapirio’s body confirms that he was killed by spider venom. An ornate signet ring inscribed “SAPIRIO” within the band (and worth 20 gp if taken and sold) indicates his identity if adventurers don’t guess it.
A quick search of Sapirio’s chambers turns up only personal effects. With a careful search and a successful DC 14 Wisdom (Perception) check, anyone can discover a clairvoyance spell scroll.
The giant spider has three potions tucked into the hair of its body - oil of etherealness, a potion of climbing, and a potion of water breathing.
While in the master’s quarters and out of combat, anyone whose Passive Perception is 16 or higher catches the faint sounds of toneless bagpipe music coming from beyond the east door. Anyone listening at the door hears the music automatically.

9. Library Gauntlet

The deafening, off-key drone of bagpipes erupts as soon as the door to this area is opened, coming from the room’s far end. This odd-shaped hall is lined with tall bookshelves stacked with bound tomes and scrolls, but the space between those shelves is wholly filled with thick webbing
Anyone who succeeds on a DC 16 Wisdom (Perception) check can make out the source of the music - two giant wolf spiders who flail away badly at bellows-driven bagpipes in front of the room’s east door (see area 10 for an explanation of this odd behavior.) If not seen initially, the spiders are automatically spotted by anyone who moves more than halfway into the chamber.
The piping spiders make no initial move toward adventurers, relying instead on the three swarms of spiders that deter intruders who must force their way through the webs to advance. Only after the swarms are destroyed (possibly in the course of adventurers destroying the webs with fire), the two giant wolf spiders throw down their pipes and race in to attack. Each spider has one magical augmentations from the table above.
Neither of these spiders speaks, but both continue to make strange droning noises reminiscent of their piping as they fight. If either of the spiders is reduced to 5 or fewer hit points, it bolts for the back guardroom (area 11), opening the door there and fleeing the hold.

10. Study Cell

The eight terrified apprentice mages of the hold are being held within this chamber (formerly Sapirio’s private study), kept alive in case the spiders need spellcasting, and as fresh meat. Knowing that the spiders can speak, and fearing the master’s bloodthirsty sense of humor, they ignore any attempts to talk to them through the door. Having witnessed Sapirio dragged from the room for the master’s table, the mages fear that the door opening means it’s time for another of them to go, and they act accordingly in their own self-interest.
As the door to this area is opened, shouts of “You first!”, “No, you!”, “I’ll kill you all!”, and so forth suddenly rise from within, accompanied by the sight of a dozen mages trying to push each other toward the door. This stops as soon as adventurers are seen.
Once they realize their spider guards have been dispatched, the mages overwhelm adventurers with gratitude and pleas for rescue. The ranking mage, Mennic (NG male Calishite human apprentice mage) can fill adventurers in on what happened in the hold. On the off chance of adventurers assuming the unusual work of the hold means that the mages are evil or criminals, Mennic can go through Sapirio’s papers to produce various contracts and testimonials from the nobles, merchant lords, and others who use the hold’s services.
Mennic also promises a reward of 30 gp for each adventurer. If adventurers come here after having cleared out the rest of the hold, this reward is offered for their heroic service. If other areas have yet to be cleared, he makes the offer conditional on the adventurers finishing what they’ve started (if pressed for more reward, Mennic can add that he’ll turn a blind eye to the adventurers taking any magic they find in the hold).
The exhausted mages are of no help to adventurers if more areas of the hold need to be cleared. All have been unable to prepare new spells over the days of their incarceration - explaining that the purpose of the spiders’ constant piping was to prevent them from successfully completing a long rest.
If adventurers cannot make use of the wizard spell scrolls found previously in the hold, they might be able to convince Mennic to accompany them. If so, the mage nervously hangs at the back of the party, casts one spell during the first round of combat, then flees back to area 10 to wait with the other mages.

11. Back Guardroom

A wooden door set flush into the stone of the hold’s walls is shut tight, with a large keyhole set into its center.
It takes a successful DC 16 Dexterity (Thieves' Tools) check to pick the lock, whose key is on the dead guards in area 5. However, opening the door activates the glyph of warding spell that protects it (save DC 13, using the explosive runes option and dealing thunder damage).
Even once the door is unlocked, the webs that fill the room beyond hold it fast, requiring a successful DC 15 Strength (Athletics) check to pull it open.
If adventurers knock or make noise at the door here, the five giant wolf spiders on guard at area 7 approach warily and engage them as set out at area 2. In response to adventurers breaking through the door, all the spiders push into the room, hoping that the webs give them an edge in combat as they drive the intruders back.

12. Magical Laboratory

As adventurers approach this area, they hear a hammering sound from ahead, recognizable as some large creature slamming repeatedly into metal. Anyone who succeeds on a DC 13 Wisdom (Perception) check can also make out voices calling out an odd pep-talk in response to the hammering: “Good show, chap!,” “It’ll be all over soon!”, “This is for your own good, mate!”, “You’ll thank us later for this, my boy!”, and so on.
Half of this huge chamber is filled with bookshelves and tables strewn with papers, scrolls, and alchemical equipment. The other half holds iron cages in an area covered with straw, resembling some kind of indoor kennel or stable. To the west, three even larger cages are set into the stone walls, the central one of which is occupied by a giant wolf spider that smashes itself against the iron bars in a frenzy. Five other giant wolf spiders pace back and forth in front of the cage, calling out encouragement to the spider within as white light pulses from the cage’s stone walls.
Though the spider-master was able to augment his followers’ intelligence, he does not have the advanced magical prowess required to make that effect permanent. As such, the spiders all return to the augmentation cells every 8 hours to have their magic topped up - a process that takes 1 hour.
The spider currently in the central chamber dawdled too long before returning and lost its intelligent state. Forced into the augmentation cell by its friends, it is now partway through the process of being reconditioned against its will, while those friends try to keep its spirits up.
If adventurers bring any bright light to the entrance of this area, the spiders are immediately alerted. If adventurers approach in darkness or shadow, the spiders are distracted as they watch over their friend, imposing disadvantage on their Wisdom (Perception) checks to notice anyone making Dexterity (Stealth) checks to enter the area unnoticed.
Once the five spiders are aware of intruders, they leap to the attack with great gusto. One spider is the leader of the pack, and has the fierce bite, fiery aura, multiattack, and toughness augmentations from the table above. The leader throws itself into the center of the fray, activating its fiery aura at the first opportunity, and laughing as the adventurers burn.
The other spiders each have two magical augmentations from the table above.
As the spiders fight, use the following possible points of dialogue to shape the well-spoken creatures’ challenges to adventurers:

• “Dastardly mages! Come for our friend, have you?”
• “You learn the hard way, soft mages! You attack one of us, you attack all!”
• “Nothing like a good scrap to hone the appetite, eh? We’ll feast on you when this is done!”

The spider in the augmentation cell cannot leave the cell to join the fight, but it can be targeted by melee or ranged attacks where it continues to hurl itself against the bars (on the off chance that adventurers leave the spider alive, its magical transformation completes 30 minutes after adventurers enter this area).
If adventurers search the straw-covered floor that surrounds the freestanding cages, they find it spattered with dried blood and strewn with the bones of a dozen animals - test subjects and augmented beasts that all met an unfortunate fate when the spiders took over.
Three pillars that jut out of the wall alongside the augmentation cells are covered in glowing arcane sigils, each set of which controls the operation of the cell to the right.
The current settings for all three cells increase the Intelligence of any beast or vermin held within the cell to 12, and magically bestow the ability to speak Common on that creature (including modifying its mouth to make it suitable for speech). This augmentation lasts for 8 hours.
Without extensive study, the operation or reprogramming of any of the augmentation cells is beyond the abilities of any adventures.
The alchemical items in this chamber were once part of experiments in progress, all of which have been destroyed or disrupted by the spiders. The papers and scrolls strewn across the tables are focused on research into the magical augmentation of non-sentient creatures, animal learning, behavior patterns in vermin, and similar fields of study.
With 10 minutes of searching, adventures can turn up valuable 1d4 + 2 research notes worth 10 gp each if sold.

Type

Dungeon