The soft skittering echoed through the dim, moss-lit cave like a whispering march of death. My borrowed Drow eyes scanned ahead into the darkness, where the eerie red glow of my vision illuminated the scuttling shapes approaching. Their legs were as sharp as spears, with eyes that glistened like obsidian beads. They were all fixated on me as they charged, some choosing to walk on the walls due to the cramped space.

Thalra’s voice echoed in my mind, sharp and piercing. ‘You should run. The swarm won’t stop, and they don’t have mercy.’

“What, and miss the opportunity to test our capabilities properly?” I muttered aloud, rolling my shoulders as the tendrils from my true body unfurled slightly beneath Thalra’s dusky skin.

Her scoff reverted inside my head, pinging between my ears like a ping pong ball. ‘You’re arrogant. You’ll die here, and so will I!’

I could feel her presence, simmering like a restless spectre in the back of my consciousness. She was still weak, adjusting to the dominion I had claimed over her body. But her memories remained clear - a poisonous loom that fed directly into my thoughts.

“These spiders,” I asked, muttering to myself, “are they mindless beasts, or is there a leader I should focus on?”

I figured everything else seemed to have a hierarchy in this hellish place, why would spiders be any different?

Thalra was silent for a minute, I couldn’t see her face but I could sense her hesitation. ‘They follow a Queen, the Nythalith - twisted and divine in her cruelty. Her word is gospel, they would do anything she asks without question.’

The name sparked a flicker of recognition in Thalra’s memories. A flash of fear and humiliation, the sensation nearly made me stumble. I could see fragments of this Nythalith. The body of a giant spider, gnarled with hairs like spines. However she wore a human face, skeletal with sunken cheeks. She had clumps of black hair, contrasting her pallid face. With human arms wearing a spider’s skin, long spindly fingers and ragged claws for fingernails clawing hypnotically in the air in a “come hither” motion.

“You’ve met her.”

‘She left me to die.’

A low growl rumbled in my throat, reminiscent of a goblin’s frustrated cry. The echo of her disgrace felt strangely familiar, like looking into a warped mirror. Her defeat at the hands of the Nythalith wasn’t unlike my own defeat. Cast away, deemed worthless. Of course, I was ambushed by Laira but even then I wasn’t sure I would have been able to defeat her.

The spiders began to approach, a mass of twitching legs and gleaming mandibles. The way they moved was uniform, as if they were of the same mind. There was no doubt they were acting on the will of something far more intelligent than the creatures themselves.

‘You can’t fight them all,’ Thalra warned. ‘Their venom with paralyse you, and their Queen’s wrath will-’

“Then I’ll just have to not get hit,” I said with a confident smirk on my face.

The first spider lunged forward, its spindly legs striking forward like javelins. I stepped to the side, Thalra’s body was moving fluidly under my control. Her muscle memory was impressive, but I wasn’t content to rely solely on her capabilities. I was finally in a body that felt more familiar, but not just that - I was no longer intent on hiding who I had become.

I reached out with my tendrils, thick ribbons of solid oil erupted from my back like living weapons. They lashed out in all directions, slicing through the air according to my will. One tendril coiled around the spider’s leg, yanking it clean off. The creature let out a hideous screech, retreating as blue blood spurted out from where its leg was once connected.

‘You’re… not fighting like me,’ Thalra observed, caught by surprise with a hint of revulsion in her tone.

“No,” I replied, tearing through another spider with a whip-like strike of shadow. “I’m fighting like me.”

The realisation had hit me like a candle in a dark room. I didn’t have to learn entirely on my hosts. Their bodies were tools, vessels - but I had my own power. I had been holding back, trying to conform to their fleshy prisons. But look where that got me, I wouldn’t be reduced to that state again.

Another spider lunged forward, I let the Drow’s body dodge with a roll. But instead of countering with her blade, I extended my tendrils again. This time from my hand, piercing through the spider’s thorax, splitting it apart in a spray of blue mist.

They continued without relenting, climbing over their fallen kin. Their numbers were seemingly endless. I wove through them, a deadly dance of claws and shadows as I used my predatory instincts and enhanced senses to evade and strike. Thalra’s body began to burn with exertion, but I pushed it harder, forcing it to keep up. Reinvigorating her muscles by stimulating them internally, instructing them as my tendrils merged into her fibres.

A larger spider emerged from the swarm, similar in size to the one I had encountered when I assimilated with the goblin chief. But this one was much more menacing, its legs were armoured with jagged chitin. Its mandibles were dripping venom that glowed eerily in the darkness. It let out a deafening screech, clacking its fangs together as the sound echoed through the cavern as if to rally the others.

‘The broodmother,’ Thalra hissed. ‘Kill her, or the swarm won’t stop.’

“Why didn’t you say that earlier?” I replied smugly under my breath.

I launched myself at the broodmother, leaping through the air with Thalra’s elven agility. My tendrils wrapped around the spider’s legs, yanking in either direction to pull it off balance as I landed on its back. It bucked wildly, trying to shake me off but I dug in with my tendrils.

Desperate to get me off its back, the broodmother began to slam itself into the walls. But with my feet firmly in place, I wasn’t going anywhere. With both hands free, I took Thalra’s dagger and forced it into the joint where one of its front legs met its body.

The creature screamed, its venom spraying wildly as it thrashed around. The smaller spiders began closing in, sensing their mother’s peril. I extended my tendrils outward, swatting spiders down like flies as they climbed the walls and leapt towards me.

The broodmother’s remaining legs gave out under my assault. My tendrils drove deeper into its body, breaking through the chitin into its flesh and tearing it apart from the inside. The swarm began to hesitate, their movements faltering as their leader collapsed into a twitching heap.

The moment the broodmother fell, my tendrils turned to consumption. Eating away at the carcass from the inside, I could feel the reinvigorating rush of energy. The broodmother’s body began to collapse in on itself, until nothing remained around me and I was back on the ground.

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The smaller spiders, now leaderless, had become chaotic and disorganised. They were easy prey. One by one, I devoured them, fueling the void within me. The rush was unbelievable, completely different to the bats I had been living off of since I had escaped Laira.

I could feel my tendrils becoming sharper, quicker and more precise. My already heightened senses stretched further, detecting the faintest vibrations in the air which in turn empowered by sonar vision.

‘What… What was that?’ Thalra asked, her tone wary. ‘Did you just eat them?’

“I did,” I replied nonchalantly, flexing my newfound strength. “We’ll need every advantage we can get, if we’re going to face this Nythalith.”

‘You’re insane,’ she muttered in disbelief. ‘She’ll tear you apart.’

“Maybe,” I said, smirking. “But you’re not the same person she cast aside.”

Thalra fell silent, her presence retreating deeper into my mind. I could feel her fear, it was undeniable. But beneath that fear there was something else, a flicker of hope, a desire for revenge.

I stood amidst the carnage, the cave was now eerily quiet with the swarm gone. The glowing moss cast a pale light over the bloodied ground, painting the scene in shades of blue and green. A mixture of blood and venom, I had created a work of art that nobody else would ever be able to appreciate.

“So, where can I find her?” I asked, my voice low and commanding.

‘The Nythalith?’ her voice was hesitant, self preserving. ‘She is deeper within the dungeon, in her nest. It’s a place no one returns from, even if you reach her…’

“I’ll reach her,” I interrupted. “Let me worry about that. When I do, she’ll learn what happens when you underestimate us.”

‘Us?’ Thalra replied with uncertainty, I could feel her lingering. Her thoughts swirling with doubts and resignation, but I didn’t need her approval. Her body was mine, and so was the path forward.

As I began to move deeper into the dungeon, down the path the spiders had come from. I could feel the additional power from the broodmother and her children. I felt stronger, sharper and more attuned to the world around me.

The deeper we ventured, the thicker the air felt. The faint glow of moss and fungi was gradually consumed by darkness, leaving only the combination of Thalra’s dim red vision and my own senses to guide me.

The webs became more noticeable - not the faint, delicate threads that clung to corners and ceilings to catch prey. These webs were massive, glistening cables that stretched out like the tendons of a horrific beast. They carried the rancid stench of decay, catching in the back of my throat.

‘This is madness,’ Thalra hissed in the back of mind. ‘You’re walking into her domain. Every strand of web, every shadow, they’re the eyes of the Spider Queen.’

“Then let her watch,” I muttered, shrugging it off as I slashed through a thick strand of webbing with Thalra’s dagger. The blade struggled against the sticky fibres, I had to reinforce my swings from this point on with my own power to cut through them completely.

The sound of snapping silk echoed unnaturally, bouncing off of the walls and causing the other webs to vibrate in an uneasy chorus.

‘You’re alerting her to your presence,’ Thalra warned, her voice tense and fearful.

“She already knows,” I replied, brushing off her concern. I could sense the connection the broodmother had with her Queen ever since I had consumed her.

The path narrowed into a suffocating tunnel, the walls sticky with webbing and littered with the remains of creatures that had been pulled into the spider's killzone. They had been helpless this far in, unable to escape the webbing which bound them like steel chains. Their bones were shattered and polished clean, some I suspected were placed as grotesque monuments, signs of worship to the Queen.

The chittering sound of distant legs painted the tunnel ahead, a faint staccato rhythm that made my skin crawl. The temperature in the tunnel was dropping, becoming more suffocating and unpleasant.

Then it happened.

From the shadows to my left, a spider burst forth - a grotesque arachnid covered in scars and boils, its gaping maw spitting out venom as it lunged straight at me.

“Damn!”

The monster slammed into me like a battering ram, sending me sprawling against the sticky wall. Its legs wrapped around me, fangs gnashing inches from my face. The warm smell of rot and poison was repulsive as I struggled against its grasp.

‘Kill it!’ Thalra screamed in the back of my mind, cutting through the haze of panic.

I didn’t need the reminder. Tendrils erupted from my shoulders, coiling around the creature’s limbs and yanking it off me with a wet, crunching sound. I slammed it against the ground, my tendrils constricting its body further until it burst in an explosive slurry of ichor and broken chitin.

I stood there, panting, the remains of the creature shrivelled into a death curl.

“Thanks for the warning,” I muttered to Thalra, brushing out strands of webbing from my long silver hair.

She didn’t respond, her presence in my mind was uneasy and disgusted.

The chiterring grew louder. The spider’s death hadn’t gone unnoticed. Ahead, the tunnel widened into a cavern, and I could see them - sentries. Smaller than the broodmother, but larger than the swarm. They were lean and fast, built to move swiftly.

They were moving in a coordinated pattern, weaving webs across the cavern to create barriers to slow me down. Their eyes glistened in the darkness, reflecting in the faint red glow of my vision.

‘Take them out quickly,’ Thalra warned. ‘If they start to call for reinforcements, we’ll have to fight an army before we get to the Queen.’

I didn’t wait for her to finish, but her point seemed moot. This was clearly all part of the Queen’s plan to tire us out, she didn’t want her children to have all of the fun. She was toying with us.

I sprang forward, becoming a blur as I tore through the closest spider with Thalra’s dagger. Tendrils lashed out, severing webs and piercing the carapace of another sentry. Shrieking in response, their high-pitched cries felt like broken glass.

Another leaped at me, but I caught it in mid-air with an oily whip, slamming it into the ground. The last one tried to flank my blindside, but it was met by a gathering of tendrils that tore through its thorax from below.

The fight was over quickly, but now the cave was littered with corpses and half constructed barriers made of webbing. It took me a minute to move through it.

The path ahead was even darker, the air was thick now with the scent of venom and death. Webs coated every surface, slowing my movements as each step was hindered by sticky strands that clung to my leather boots like glue.

The chittering continued to grow, it was everywhere now. A symphony of noise that seemed to come from all directions. Shadows shifted at the edge of my vision, too quick to follow. It felt like I was being watched by a thousand eyes.

Finally, the tunnel opened into a vast chamber - a disgusting cathedral of silk and bone. Columns of webs that stretched up into the darkness, where the ceiling was lost in shadow. Countless victims hung suspended in cocoons, and several large sacks covered in webs that appeared to be eggs littered the floor and walls.

In the centre of this grotesque ode to death, she stood waiting.

The Nythalith.

Her body was a nightmare in physical form, an enormous spider with a bulbous thorax that gleamed in a sickly sheen. Her face - pale, corpse-like skin stretched over a feminine frame, with long spindly arms ending in clawed, human hands. Her head was that of a woman, twisted into a vile mockery of beauty. Her eyes were too large, her smile too wide, and her teeth… jagger like shards of broken bones.

“How delightful,” she said, her voice smooth and alluring. Her grin widened as her human hands gestured to the room around her. “For you to come so far, to meet your end.”

Her words sent a repulsive wave through my stomach, but I stood my ground, my tendrils coiling behind me like a wolf preparing to strike.

“I’ve been expecting you,” she purred, her grin never faltering.

In the back of my mind, Thalra whispered, ‘You fool, she’s going to devour us both.’

I smirked confidently, tightening my grip on the dagger. “Let her try.”

The Queen’s laughter echoed through the chamber, a chilling sound that promised only pain and suffering. The air around me felt colder, the webs seemingly pulsating with eager anticipation.