Aranea

The legendary araneas are shapchanging, spider-like humanoids. They are extremely rare and feared, though few even know of their continued existence. 
Personality: Araneas take great pains to conceal their dual nature, partly because of the unjust animosity felt toward them by other races. From birth, they are taught that they have two distinct identities. Individuals are forced to keep these two identities separate, never to reveal the secret to other races. Those who do are considered traitors; they are dealt with harshly and quickly by other araneas.
Physical Description: Araneas have three forms.  In its natural arachnid form, an aranea resembles a large spider.  Its body is 3 feet across, its legs span 7 feet, and it weighs about 150 pounds.  An odd-shaped lump on its back houses its brain.  A pair of mandibles sprout from the front of its body.  Two small arms, each about 2 feet long, lie below the mandibles.  Each arm has a hand with four many-jointed fingers and a double-jointed thumb.
    An aranea’s natural form is arachnid form, but it can assume two other forms, a humanoid or a demi-spider.  The aranea may take the form of a Small or Medium-sized humanoid (the exact form is fixed at birth and cannot be changed).  In this humanoid form, the aranea gains all the racial abilities of the form (for example, an aranea in dwarf form has dwarven racial traits).  The aranea keeps its own ability scores and may cast spells, but it cannot use webs or poison in humanoid form.
    In its demi-spider form, an aranea appears as a humanoid with arachnid elements. These elements always include fangs, spinnerets in the palm of each hand, two extra eyes on the temples, and an extra joint on each finger. Still, no two demi-spiders look exactly alike. This form is merely transitional between humanoid and arachnid, and cannot be maintained for more than 2 rounds per level.
Relations: Most araneas feel superior to other races due to their long history and special abilities. They can be cold, calculating, and secretive, but they are rarely evil. They also tend to be suspicious of others, expecting them to have secrets as well.  Due to old legends of their purported evil, araneas are almost universally despised as a sort of "bogeyman." 
Alignment: Though many araneas are neutral in alignment, other races assume that the giant spiders were evil. This assumption has forced the araneas to continue hiding their natural forms.  Aranea are never Good, and are seldom Chaotic.
Aranea Lands: Araneas prefer to live in forests, the natural home of their ancestors, where they can hunt and hide. They are the secret rulers of the Magiocracy of Herath, where the cities and villages resemble those of neighboring lands.
Religion: The aranea have no native religion of their own, but they typically follow those deities common to their humanoid form. 
Language: Araneas have their own language, known as Herathan. All araneas know both Herathan and the native language of the humanoid race they are emulating.
Adventurers: Araneas, because of their magical nature, are almost always spellcasters of some form.  Fighters and barbarians are almost unheard of, but rogues and rangers are well known among the non-magic aranea.

Aranea Racial Traits

•	-2 Strength and –2 Constitution, +3 Intelligence.  Aranea are very smart, but they lack strength and fortitude.
•	Medium-size: As Medium-size creatures, aranea have no special bonuses or penalties due to their size.
•	Base speed for an aranea (in any form) is 30 feet.
•	Shapeshifter: Araneas are classified as shapeshifters, for the purposes of magical items and resistances that give bonuses against shapeshifters (such as a magical sword +1, +3 vs. Shapeshifters).
•	Darkvision 60’: Aranea can see in the dark up to 60 feet.  Darkvision is black and white only, but it is otherwise just like normal sight, and aranea can function just fine with no light at all.
•	Shapeshifting: Aranea possess the supernatural ability to change their physical shape into one of three different forms: arachnid, demi-spider, and humanoid. Araneas may not wear armor unless in humanoid form, and must remove the armor to change into arachnid form.  Shapeshifting takes a full round to change from arachnid or humanoid to demi-spider, and another full round to change from demi-spider to another form.  (Shapeshifting from humanoid to arachnid, or vice versa, takes two full rounds.)  Shapeshifting is a supernatural ability, and cannot be dispelled.
•	Humanoid form: While in humanoid form, the aranea gains all of the size and racial modifiers of the race it is imitating (such as a halfling’s size modifiers, +2 skill bonuses, and its +1 bonus to hit with missile weapons).
•	Demi-spider form: While in this form, the aranea loses all racial modifiers from its humanoid form, and gains the following: a +2 racial bonus to Spot, Move Silently, and Search checks, a +5 bonus to Climb checks, and a +2 bonus to all saving throws vs. magic.
•	Arachnid form: While in this form, the aranea gains a +10 racial bonus to climb, and a +5 racial bonus to Balance, Tumble, Spot, Search, Listen, and move Silently.  Furthermore, while in arachnid form, the aranea gains a +3 bonus to all saving throws.
•	Poison bite: While in arachnid or demi-spider form, the aranea has a poisonous bite attack.  This bite inflicts 1d6 points of damage (plus any strength bonuses or penalties), and requires the target to make a Fortitude save (DC=10 + 1/2 the aranea’s level) or suffer 1d6 primary and 2d6 secondary Strength damage.
•	Webcasting: While in demi-spider or arachnid form, a mature aranea may create webs. An aranea can produce up to 10 feet of webbing per level per day, half from each spinneret. Web strands measure 1/4 inch in diameter and are strong enough to support approximately 500 pounds. Entangling an opponent with a web requires a normal attack roll. Severing a strand requires only 2 points of cutting damage (which must be inflicted in a single blow) or a successful open doors roll. Immobilizing a Medium-sized creature requires at least 20 feet of webbing, but much less is needed to entangle.
•	Detection immunity: Since an aranea has two “true” forms, the spell truesight and similar effects will only reveal the creature’s present form (arachnid or humanoid).  If cast on an aranea in demi-spider form, it will reveal either humanoid or arachnid, whichever was last held by the aranea.
•	Partial immunity to polymorph: If the aranea is ever affected by a polymorph attack, it need only revert to its demi-spider form and back again to remove the effect.
•	Favored Class: Sorcerer.  A multiclass aranea’s sorcerer class does not count when determining if he suffers an XP penalty.