Baenia Daranna Araechnia was born under an ill sign. She was born an albino drow–a drow with maggot-white skin and black hair. She was to be put to death, but a sign from Lolth herself prevented her immediate sacrifice. A swarm of spiders engulfed the infant the moment she went under the knife; there has rarely been a clearer sign of Lolth’s favor. She was a child prodigy. She became a high priestess of Lolth for her House (House Araechnia) at the tender age of sixteen. She was the pride of the house, as aloof and cruel as any priestess of Lolth that had ever been born. She personally led her house to victory in the Game of Houses, elevating her house from twentieth in the city to fifth. She was the model of devotion to her psychotic deity, making the required sacrifices and performing rites and rituals with rarely seen zeal. Then, things went spectacularly wrong for Baenia. Lolth is a notoriously fickle and temperamental deity. Something she did must have displeased Lolth.
Her House fell from grace in spectacular fashion. Araechnia was attacked by two Houses at once. First, its magical protections were destroyed, then their priestesses were cut off from Lolth. Their warriors did not last much longer. Baenia escaped the final judgement by castigating herself in her House’s temple. She cast herself at the mercy of Lolth and the demented goddess gave her a price for her life: transformation into a drider. With enemies closing in on her from all sides and her life in the balance, Baenia accepted Lolth’s offer, transforming into a drider on the spot.
With her new form, she evaded her enemies and began to live a subsistence existence in the Feydark. It was in this state that Borcus, the Laughing Lich found her. He had been delving into the Feydark to bolster his armies with drow subjects–he found drow vampires to be excellent assassins. He encountered Baenia when he stumbled into her webs. He became entangled in the sticky webs, but instead of simply blasting them away, he waited for the predator he knew would arrive. He figured he could use this creature as yet another undead minion.
When Baenia arrived to devour her prey, Borcus immediately fell in love. The Laughing Lich had never felt such a pure and unfettered feeling. Of course, it warped in his blackened, twisted heart into a desire to possess. When Baenia discovered what she had caught, she thought that she was dead. She recognized Borcus’ power and knew that such a creature would have no trouble blasting her to dust. So it was with great surprise that she accepted his offer to become his companion. Borcus, gleeful with his newfound love, led them both out of the Feydark and into his castle deep in the Great North Woods.
There, he transformed Baenia into a lich so that they might share an eternity together. The transformation from drider to lich was an awakening for Baenia. She finally felt free of Lolth and took the title the Spider Queen as an ironic jab at her former goddess. She fell in love with Borcus and they lived together the Great North Woods–keeping well clear of Muranamu–for half a millenium. They spent their time studying magic and the science of necromancy. Baenia discovered a method to siphon divine power from Lolth and use her old powers as a high priestess without paying obeisance to the goddess. When the Cloud Queen approached them with her plan to transform the world into undead, they decided to join her out of simple existential boredom.
It is said that, when the Thri-Kreen weaponmaster Brak-Thek defeated her, she finally died with a smile on her lips. It was said that, of all the Lich Lords, only Baenia was basically indifferent to their goal. She had grown bored with her existence. Life–or unlife–had lost its flavor for her. She no longer felt the joy of discovery; she no longer felt the thrill of the kill. Her body continued to live, but her will was decidedly gone. Brak-Thek fought his way past her guards, his force of Thri-Kreen warriors dying all around him. When he finally met Baenia, the tales say that she only fought with the bare minimum effort. Even her bare minimum effort was enough to unmake Brak-Thek. Wounded unto death, his final blow to her heart–where she had stored her phylactery–was a weak one and one that the Spider Queen fell into.