Large Fey, Neutral Evil

Armor Class: 17 (Natural Armor)

Hit Points: 127 (17d10+34)

Speed: 40 ft., climb 40 ft.

STR 17/+3

DEX 18/+4

CON 14/+2

INT 18/+4

WIS 16/+3

CHA 18/+4

Skills: Stealth +8, Deception +12

Saving Throws: Con +6, Cha +8

Damage Resistances: Psychic; Bludgeoning, Piercing and Slashing from Nonmagical Attacks

Senses: Darkvision 120 ft., Passive Perception 13

Languages: Common, Elvish, Sylvan

Challenge: 10

Proficiency Bonus: +4

Spider Nature:

• Can walk on walls and ceilings without needing an ability check as if they were normal terrain.
• Ignores movement restrictions caused by webbing
• While in contact with her webs, she is aware of the exact location of all creatures in contact with the same web

Dream Haunter. Somnolent Spinstress is a creature native to the Dreamscape, but capable of emerging in other planes when a mortal’s mind is on the verge between reality and the land of dreams. 

If a Somnolent Spinstress appears to a creature in their dreams, that creature might unknowingly summon her to the real world during moments of drowsiness and sleepiness.
If the creature has at least one level of exhaustion and begins a short rest, the GM secretly rolls a 1d10, and if they roll a number equal to or lower than the creature’s current exhaustion level, a Somnolent Spinstress is summoned within 1 mile of the creature in an area of her choosing. 

Weaver of Illusions. The Somnolent Spinstress is able to create a special silk that she spins into webs and tapestries that cover the fabric of reality, and instead show images of the Dreamscape. She uses this ability to disguise her lair as a hospitable place where the party might want to rest, such as a tavern or a campsite; and herself as a harmless and inconspicuous being. 

The Spinstress can use her action to gain the illusory appearance and size of a beast or a Humanoid of creature size medium or smaller. This Illusion includes visible, tactile and olfactory elements.
She can also spend one minute to make a 100-foot cube area around her become affected by the effects of a Mirage Arcane spell, as long as she is in the area, she can change the nature and specifics of the area using an action. The Spinstress cannot have more than three such areas active at a single time. 

Both Illusions can be discerned by a successful DC 24 Intelligence (Investigation) check when carefully examined.

Lair of Endless Slumber. The Lair of the Somnolent Spinstress is a 100-foot cube area covered in furniture and webs made from her smooth silk. The Somnolent Spinstress lures her prey here in an attempt to devour them. The area has the following properties. 

• The area is difficult terrain for all creatures of the Spinstress’s choosing. 
• Any creature that starts a short rest or a long rest in the area must make a DC 16 Wisdom saving throw, falling into a magical slumber and becoming unconscious on a failure.
  • Creatures lose the condition if they take damage or if a creature spends its action to try and shake them awake and succeeds on a DC 16 Strength ability check. 

Dream Travel (Recharge 5-6). As a bonus action, if a creature within 60 feet of the Spinstress is sleeping, she can cast a special version of the Blink spell on herself. The effect lasts for as long as the creature is sleeping, and she can teleport to any unoccupied space in her lair when she reappears.
This effect starts recharging after it ends. 

Actions.

• Multiattack. Somnolent Spinstress makes two Piercing Leg attacks
• Piercing Leg. Melee Weapon Attack: +8 to hit, reach 10 ft., one target. Hit: 20 (3d10+4) piercing damage.
• Bite of Sweet Dreams. Melee Weapon Attack: +8 to hit, reach 5 ft., one target. Hit: 13 (2d8+4) piercing damage plus 18 (3d8) psychic damage. If this attack hits a sleeping target, it does not wake them up and the Spinstress regains an amount of Hit Points equal to half the damage dealt; any excess regained Hit Points are converted into temporary Hit Points. A sleeping target can only suffer from this effect once until they finish a long rest, any Bites of Sweet Dreams done to them until then will only deal damage without any additional effects.
  Creatures that are brought to 0 Hit Points by this attack are automatically stabilized. 
• Cozy Web. Ranged Weapon Attack: +8 to hit, range 60 ft., one target. Hit: The target is restrained and they must make a DC 16 Wisdom saving throw at the end of each of their turns while restrained, falling asleep and gaining the unconscious condition as long as they are restrained on a failure.
  As an action, the web can be destroyed with a successful DC 14 Strength ability check. It can also be attacked and destroyed (AC 15, 20 HP)  

Lair Actions (Initiative 20). 

• All creatures in contact with the webs in the Lair that have 15 remaining Hit Points or less must make a DC 16 Wisdom saving throw, falling asleep and becoming unconscious until the Spinstress dies or uses a Lair Action 
• The effects of the Darkness spell begin to affect a point of the Spinstress’s choosing inside the area. The effect lasts until the Spinstress dies, uses a Lair Action, or uses her action to dismiss it. 
• The Spinstress tears a part of her tapestry, creating a gateway between planes usable by her only. A circular portal with a radius of 5 feet and thickness of 1 inch appears within 10 feet of the Spinstress and an identical portal also appears in the Lair within 60 ft. of the Spinstress. If a Spinstress moves into one of the portals, she can teleport to the other without spending any additional movement.
  If the Spinstress is within 5 feet of a portal, she can attack any creature within 5 feet of the other portal as if they were within 5 feet of her, this also applies for attacks of opportunity. 
  Only the Spinstress can use these portals to teleport.