Baldur’s Gate 3: How to beat the Phase Spider Matriarch in BG3

If you’ve been working on the Necromancy of Thay quest, then you’ve probably run into the Spider Matriarch in the Whispering Depths. There’s loot and XP to be had for defeating it, but this will be a tough fight, and doing it at level three is not so simple.

You’ll need to fight off several regular sized spiders (they can all teleport, by the way) and then face off against the Matriach. So, what’s the best way to take down this spider queen?

Beating the Phase Spider Matriarch in Baldur’s Gate 3: Full walkthrough

Make sure you prepare before the fight

To prepare, we recommend stocking each member of your party with a number of health potions. If you can find poison resistance potions or antidotes, be sure to pack those as well. Also, make sure everyone is at full health and is well armed and armored.

A note on armor: equipping armor a character is not proficient in will prevent them from casting certain spells. Be careful when changing Shadowheart or Wyll’s armor, or you’re own if you play as a spellcaster.

The enemies you face will probably be your toughest yet. Each spider can do up to 20 damage from one of their poison shots and can damage multiple party members at once.

Before venturing into the Whispering Depths, however, you’ll need to recruit some unlikely allies. In a building near the well entrance in the Blighted Village, you’ll find a trio of ogres. Pass a speech check and they’ll give you a horn you can blow that will summon them and bring them into the fight. You will absolutely need them to win your upcoming spider royal rumble.

Take the high ground and clear out the smaller spiders

Fighting from the high ground gives you an automatic advantage in combat. Enter the Whispering Depths from the well entrance, stick to the cave wall, and go left. Look for a scalable wall. Climb it.

At the top, you’ll see a network of web bridges. Taking your party across them (except for whoever’s wearing the Spiderstep Boots you can find in the room just beyond the well entrance) will inevitably get members stuck. Do not cross the bridges until you’ve killed all the enemies.

Related: Baldur’s Gate 3: How to get the Necromancy of Thay in BG3

Send Astarion ahead in stealth mode and take a sneak attack against one of the spiders. Combat will begin with your enemies surprised—they’ll lose a turn as a result. Move your party forward slightly to give them an angle at the enemies below and start raining down projectiles and magic.

In each round, put Astarion in sneak mode by hiding and take another shot at an enemy. This will keep him off the radar of the spiders while the rest of your party forms a wall in front. This will force the spiders to take you head on. Wear them down until they’re all dead.

How to take down the Matriarch

You’re now ready to take on the Matriarch. You’ll need to do some prep work first, however. There are three patches of spider eggs that the Matriarch can awaken and bring into the fight. These smaller spiders aren’t much of a threat, but you’ll waste valuable turns clearing them out while the big spiders take potshots at you with poison projectiles.

Send one of your party ahead and have them shoot each spider egg. This will kill them before they can get into the fight. There are three patches, and two of them are on the stone pillars connected by web bridges in the large cavern. The first patch is easily taken care of by firing across the chasm. Be careful taking out the second patch, as the Queen spider will spot you if you’re not careful.

The final patch is visible from the climbable roots to the left.

With the spider eggs cleared, it’s time to take on the mama. Position your party in the large opening that connects the room to the matriach’s chamber. This will cover your flanks—enemies will only be able to come at you from the front or rear. Then go into your inventory, find the horn the ogres gave you, and blow it.

With the ogres to back you up, the odds of survival for your fledgling band of adventurers just went up. Use them for cover as the spiders close in to attack. If possible, try and get the Matriarch onto one of the web bridges. If you have a fire-based throwable like Alchemist’s Fire, toss it at her and it will burn the bridge, causing her to fall. The fall can deal up to 50 points of damage.

If you have a void bulb, you can launch the Matriarch into the cenote (the giant hole) in the Matriarch’s lair. Said giant hole is an entrance into the Underdark, so you’ll have to jump down after the Matriarch if you want the loot she carries. The fall might not take her out completely, so be prepared to fight if you do take the plunge. Oh, and be sure you cast a Feather Fall spell on yourself so you don’t launch the bones in your feet into your brain at the speed of sound.

Once the Matriarch is defeated, you can loot the Poisoner’s Robe off of her.

The Poisoner’s Robe is perfect for Gale or yourself, should you be a spellcaster. When casting a poison spell, the target takes 1-4 points of additional damage. This pairs nicely with the Ray of Sickness spell. Targets not only take initial damage, but will suffer poison damage over subsequent turns until the effect wears off or is removed.