Animal Lord, Queen of Scorpions

Family: Animal Lords

Medium fey (shapechanger), lawful evil

Armor Class 17 (natural armor)
Hit Points 142 (15d8 + 75)
Speed 40 ft., burrow 20 ft., climb 40 ft.

22 (+6) 15 (+2) 20 (+5) 18 (+4) 16 (+3) 18 (+4)

Saving Throws Con +9, Wis +7, Cha +8
Skills Arcana +8, Deception +8, Perception +7, Persuasion +8, Stealth +6
Damage Resistances bludgeoning, piercing, and slashing from nonmagical attacks
Damage Immunities acid, poison
Condition Immunities charmed, exhaustion, frightened, incapacitated, poisoned, stunned
Senses darkvision 60 ft., tremorsense 120 ft., passive Perception 17
Languages all, telepathy 120 ft.
Challenge 13 (10,000 XP)


  • Arachnid Passivism. No scorpion or spider can willingly attack the Queen of Scorpions. They can be forced to do so through magical means.
  • Legendary Resistance (3/Day). If the Queen of Scorpions fails a saving throw, she can choose to succeed instead.
  • Magic Resistance. The Queen of Scorpions has advantage on saving throws against spells and other magical effects.
  • Magic Weapons. The Queen of Scorpions’ weapon attacks are magical.
  • Rejuvenation. If she dies, the Queen of Scorpions’ soul reforms on the Astral Plane. In 1d6 days, it inhabits the body of another scorpion on the Material Plane, which then becomes the Queen of Scorpions (with all of the hp and abilities thereof). Only killing every scorpion on the Material Plane will prevent this trait from functioning.
  • Shapechanger. The Queen of Scorpions can use her action to polymorph into a Huge giant scorpion, a Medium human woman of unearthly beauty, or back into her true Medium, scorpion-tailed humanoid form. Her statistics, other than her size, are the same in each form-with the exception that only her scorpion and true forms retain her climbing and burrowing speeds. Any equipment she is wearing or carrying transforms with her. She reverts to her true form if she dies.
  • Speak with Arachnids. The Queen of Scorpions can communicate with scorpions and spiders as if they shared a language.
  • Spider Climb. The Queen of Scorpions’ can climb difficult surfaces, including upside down on ceilings, without needing to make an ability check.
  • Innate Spellcasting. The Queen of Scorpions’ innate spellcasting ability is Charisma (spell save DC 16, +8 to hit with spell attacks). She can innately cast the following spells, requiring no material components:


  • Multiattack. In human form, the Queen of Scorpions makes two scimitar attacks. In scorpion form, she makes three attacks: two with her claws and one with her sting. In her true form, she makes three attacks: one with her sting and two with her scimitar.
  • Claw (Scorpion Form Only). Melee Weapon Attack: +10 to hit, reach 5 ft., one target. Hit: 15 (2d8 + 6) bludgeoning damage and the target is grappled (escape DC 17). While in scorpion form, the Queen has two claws, each of which can grapple only one target.
  • Scimitar (Humanoid or True Form Only). Melee Weapon Attack: +10 to hit, reach 5 ft., one target. Hit: 9 (1d6 + 6) slashing damage plus 3 (1d6) poison damage.
  • Sting (Scorpion or True Form Only). Melee Weapon Attack: +10 to hit, reach 10 ft., one target. Hit: 11 (1d10 + 6) piercing damage, and the target must make a DC 17 Constitution saving throw, taking 21 (6d6) poison damage on a failed save, or half as much damage on a successful one.
  • Acidic Bile (Recharge 5-6). The Queen of Scorpions spews acid from her mouth in a 60-foot line that is 5 feet wide. Each creature in that line must make a DC 17 Dexterity saving throw. On a failure, a creature takes 45 (10d8) acid damage and is poisoned for 1 minute. On a success, a creature takes half the damage and isn’t poisoned. A poisoned creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.


The Queen of Scorpions 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. The Queen of Scorpions regains spent legendary actions at the start of her turn.

  • At Will Spell. The Queen of Scorpions casts one of her at will spells.
  • Burrow (Scorpion or True Form Only). The Queen of Scorpions moves up to her burrowing speed without provoking opportunity attacks.
  • Scimitar (Costs 2 Actions; Humanoid or True Form Only). The Queen of Scorpions makes one scimitar attack.


The presence of the Queen of Scorpions warps the region containing her temple, which creates one or more of the following effects:

  • The area within 5 miles of the temple attracts spiders and scorpions of all sizes. The Queen of Scorpions can choose to see or hear through the senses of any arachnid in this area and can speak through it while doing so.
  • Arachnids within 5 miles of the Queen of Scorpions’ temple have advantage on all Dexterity (Stealth) checks made to hide.
  • The animal lords first appear in the Creature Codex. Two additional animal lords are presented here: the Queen of Scorpions, an exiled animal lord who manipulates the mortal world through a complex network of thieves and spies from her desert home, and the Toad King, a burgeoning animal lord who seeks apotheosis by sending brave heroes on complex quests.
  • The Queen of Scorpions leaves no physical evidence of her passage when within 1 mile of her temple unless she wishes to. In addition, creatures and plants native to her domain don’t cause her harm or cost her extra movement when she moves through the area. If the Queen of Scorpions dies, these effects fade over the course of 1d10 days.


The unearthly beauty of this woman is marred by her sinister eyes and the large scorpion tail rising up behind her head.

Exiled Lord. The Queen of Scorpions was once a powerful member of the animal lords, until her appetites for blood and murder led to her exile. This punishment is an affront to her pride, and she plots revenge against the other animal lords and anyone they hold dear.

Mistress of Poison. The Queen of Scorpions resides in an ancient desert temple carved in the side of a stone cliff. The temple is a complex network of canyons filled with scorpions, spiders, and shrouded cultists. Assassin’s guilds, thieves’ dens, and other underworld organizations rely on the Queen of Scorpions for the deadliest poisons and most potent acids. She operates her shipments of poisons via her shrouded cultists and a network of go-betweens. Only a select few of her customers are aware of the true identity of their supplier.

Murderer of Monarchs. The long exile imposed on the Queen of Scorpions turned her lust for murder into a dangerous addiction. She delights in seducing nobles, kings, and queens with promises of power or magic and slowly poisoning them to watch her prey wither to death. Her delight often gets the better of her as she lingers over a dying person just a little too long, leaving her dangerously close to being caught. The other animal lords believe it is only a matter of time before her luck runs out.

Section 15: Copyright Notice

Tome of Beasts 2. © 2020 Open Design LLC; Authors Wolfgang Baur, Celeste Conowitch, Darrin Drader, James Introcaso, Philip Larwood, Jeff Lee, Kelly Pawlik, Brian Suskind, Mike Welham.

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