It’s old news that you can play Baldur’s Gate 3 for hours on end and still discover new content with each playthrough, but that doesn’t stop it from being a pleasant surprise when you actually do come across something you’ve never seen before. A lot of minor characters and encounters have a surprising amount of lore behind them, and even the smallest items can have quite the story behind them. Many early fights which players may feel were only included to recreate the feeling of a random encounter are actually very well thought-out.

There is one encounter which I never really paid much mind to during my campaigns, since it’s tucked away underground and not a necessary area to visit in order to complete the main quest. I recently decided to take a proper look around and discovered something which I’m sure many players will have never heard of before, and I can’t believe I didn’t piece this together sooner. The backstory behind this seemingly insignificant Act One boss reminded me just how dark BG3 can get.

What Is The True Identity Of The Phase Spider Matriarch?

The Giant Arachnid Was Once An Elven Woman

If you jump down the well in the Blighted Village or find your way through the blacksmith’s workshop, you’ll find a small cave system with similar features to the Underdark called the “Whispering Depths.” You can actually access the Underdark from this area by jumping down the large pit with Feather Fall active, which is what most people will remember the area for. It’s also the home of a formidable miniboss called the Phase Spider Matriarch.

Characters with the Sage background can earn an inspiration point if they read all four of Eliette’s journals. Although the order you read the Journals in does not matter, the chronological order of the notes seems to be the Bloody Journal, the Tattered Journal, the Ritual Diagram, the Burnt Journal, then finally the Web-Covered Journal.

If you look around the Whispering Depths, you can uncover several notes which allude to the fact that this is no ordinary phase spider, but was actually once a person. Although you may not realize it while exploring the area, you can find a small hideout which once belonged to an Arachnomancer by the name of Eliette, who eventually transformed into the phase spider. You can piece together her gruesome story by scouring all the notes and journals around her old workshop, and she’s unlike any other character in Baldur’s Gate 3.

How Did Eliette Dedicate Herself To Lolth In Baldur’s Gate 3?

Eliette’s Transformation Was An Act Of Crazed Devotion To The Spider Queen

Eliette was a fanatic follower of Lolth, but interestingly, did not originate from the Underdark, being a high-elf. She spent most of her life on the surface, and regretted every moment of it, feeling uncomfortable in her lifestyle alongside her elven name and appearance. She was eventually captured by a group of drow, and even they were disturbed by her undying loyalty to the goddess. The journal which seems have been written after her capture describes Lolth sending Eliette various “gifts,” in her typical macabre fashion.

The first gift was a pair of boots from a slain “heretic”, which are likely the Spiderstep boots found in a chest in her old hideaway. The second was the corpse of a dead drow, possibly one of her captors, who had a sigil scarred across his face. He was an arachnomancer, which means he had the ability to turn into a spider at will, and we can assume that it was the sigil that granted him this power. In Eliette’s crazed devotion, she etched the sigil onto herself, granting her the power of arachnomancy.

This power was not enough for Eliette, and she desired to feel even closer to Lolth. Players can find a ritual diagram alongside the journals which depict a spider and an elf, which many players, like these on Reddit, seem to interpret as the birth of a drider, like Kar’niss in Act Two. However, it’s unlikely that a follower of Lolth would actively want to become a drider, given how they’re generally seen as abominations in Lolth’s eyes – she often turns people into driders as punishment. You even get some dialogue options to berate Kar’niss if you’re playing a Lolthsworn drow when meeting him.

“In Her form I find ecstasy. The spell is not enough.” – Eliette, Burnt Journal

Eliette’s final entry details that she found a way to turn herself into a spider permanently so that she can fashion herself into Lolth’s favored image. If you doubted that she specifically turned into the Phase Spider Matriarch, her last journal reads: “Today, I found the house of Lolth, and I shall be its matriarch.” This safely confirms that she is in fact the same entity as the miniboss – considering Lolth’s usual disdain towards surface elves, granting this information to Eliette is almost an honor, albeit in a very twisted one.

This makes the boss fight even more disturbing, as you also have to fight off the Matriarch’s children. She may still be conscious in her new arachnid body, but there’s unfortunately no way to talk to or help Eliette. The Phase Spider Matriarch is one of the most fascinating, and possibly even tragic, creatures in Baldur’s Gate 3.