Continue your journey with Prima's Dark Souls 2 Guide and Walkthrough!
Reward: Titanite Slab
This is more of a mini-boss battle than anything else. You face off against Magus, two members of his Congregation and a slew of followers. Both Magus and the Congregation use ranged magic spells. Unless you have a shield that absorbs 100 percent magic attacks, you need to evade at least some of the attacks.
Head to the benches on the far side of the room, taking out any of the followers that get in the way. The followers should all go down in one or two attacks, but the ones crawling on the floor may be a little more difficult given their low stature. The benches provide protection from any spells cast in your direction. However, you still need to attack the followers, which means you'll eventually destroy all of the benches, especially if you're a melee class.
If the benches go down, make sure all of the followers are dead soon after. You don't want to deal with followers while taking on the three mages with minimal shielding. Once the followers are taken care of, focus on the two Congregation members first. They don't have much health and should go down in a few hits depending on your stats. Once the Congregation is down, focus on Magus.
All three mages can be stunned with relative ease, so even if they're in the middle of casting, continue attacking. Watch out for Magus charging an aura around him. When you see this, back away to avoid the close-range burst attack that covers a short radius around him. Aside from the ranged magic attacks all three mages use, this is the only attack you need to watch out for.
Once the mini-boss battle is complete, head through the doorway at the end of the room, then through the opening to the right and around the narrow corner to find a bonfire. Light the bonfire and head down the stairs. When you reach the bottom, look under the stairs to find the Soul of a Proud Knight, then continue through the next doorway.
Break the pottery in the next room to find two Wilted Dusk Herbs. Continue up the stairs and equip a ranged weapon if you have one available. Use it to take down the spider just ahead, on the path below. Stand under the wooden archway and slide down the rope. Take down the spider if you didn't already, then head to the left and into the room at the end of the path.
If you open the door to the closet-like room, a spider attacks from the right. Move around to the other side of the room and break the pottery to find three Charcoal Pine Resin. Clear away the objects blocking the opening on the other side of the room, then head into the room just beyond.
Open the door to the left to find a Torch, then continue through the next door. Kill the enemy, then pick up the Titanite Chunk to the left. Head back in the other direction and use a ranged weapon to take out the next enemy, or drop down and take it out with close-range melee attacks. It's best if you have a ranged weapon to kill the enemy, then head back in the direction you came. You will come across this room later.
Head back to the room with the ropes and down to the end of the path. Slide down the next rope here and take out the mage and spider, then quickly make your way to the right and down the hallway. In the room ahead, two more mages wait for you. Take them both down, then used a ranged weapon to hit the spider on the ceiling. Pick up the four Lightning Urns in the corner, then head through the doorway and down the ladder.
Kill the spider that fell from the ceiling, then the second spider that appears to the left when you enter the room. Light the bonfire ahead, then continue through the door. Two mages and several spiders await in the next room. Lure the spiders back into the room with the bonfire so you don't have to engage them while dodging spells from the mages.
Once the spiders are down, take out the mage on the ground level, then pick up the Petrified Dragon Bone to the far right. Head in the other direction and enter the door to the right of the door that leads to the bonfire room. Break the pottery to the left to find a Pharros' Lockstone, then destroy the shelves near the entrance to find a Flame Butterfly.
Head back outside, take down the enemy to the left (if it didn't enter the room beforehand), then shoot a ranged weapon at the red bug ahead to get its attention. When it approaches, kill it quickly or else it will explode, killing you.
Before you engage the mage ahead, look for a moderately hard-to-see door to the left. Open the door and kill the mage and spider inside, then clear the barrels (roll into them) next to the shelves to reveal a small room with a spider and a coffer. Kill the spider, then open the coffer to obtain a Crescent Axe and Soul Vortex.
Head back into the main room and through the opening to the left. Pick up the item on the left to obtain a Titanite Chunk, then head through the door. Kill the two spider zombies in the next area. There's a room straight ahead, but before you enter, move to the left to spawn another creature and a spider zombie. Take them both out, then defeat the two spiders that spawn. Once all of these enemies are down, head through the doorway.
Continue up the stairs and open the door at the top. A Large Titanite Shard sits on the ledge. Pick it up, then head back down to the area below and continue toward the archway. Another enemy appears in the corner. Watch out for the deadly mist, then take it down.
As you proceed through the archway, an invader attacks from the left. Take out the invader and continue down the wooden path and through the doors at the end. Two zombie spiders drop down behind you as soon as you open the door. Take them down, then proceed through the door.
There are six spiders hanging from the ceiling in this room. Do not go very far into the room or else you'll engage all of them at once. From the doorway, use a ranged attack to hit the spider on the far right so you can fight it alone. Once that spider is down, move slightly farther into the room and the remaining spiders drop down to the floor.
Kill all of the spiders, then break the furniture on the right (near the middle of the room) to find the Soul of a Hero and four Gold Pine Resin. The door here requires the Brightstone Key, which is acquired after the boss battle for this area. However, once you have the key, open the door to enter the room beyond, then open the next door to spawn seven spiders in the current room. Take down the spiders and head through the door to find a coffer that contains a Black Knight Ultra Greatsword, Great Fireball and Fire Seed.
Head back to the main room and use the lever to open the door on the right at the end of the room. Pick up the three Homeward Bones inside, then open the other door (on the left) to find another spider zombie. Kill it, then head up the ladder.
Drop down to the area below, then head to the far side to cross the web-bridge. Be careful of the spider that attacks as you make your way across the bridge. There's an item on the ground ahead, but before you rush over to it, watch out for the spider waiting just above on the ceiling. Take down the spider, then pick up the item to obtain a Torch.
Head down to the far side and break the pots to find a Pharros' Lockstone, then continue across the next web-bridge to the left. About halfway across, drop down to the webbing on the right, then continue in the opposite direction to reach the platform ahead. There's another item on the platform to the right, but be careful when you drop down to get to the webbing that leads to it. There's a spider lurking below the webbing that will attack as soon as you land.
Kill the spider, then head up to the platform to find a Twilight Herb. Head back down the webbing, but as soon as you reach the bottom, retreat back to the platform you were just on. Five spiders ambush you from all sides of the room, but if you retreat back to the platform, they won't be able to get behind you.
Finish off the spiders, then collect the Simpleton's Spice in the middle of the room, the five Corrosive Urns in the corner below the platform you were just on and the Radiant Lifegem on the platform on the far side. Even if you think you have all of the spiders killed, there may be one or two that didn't attack when you reached the bottom, so be on your guard.
With all of the items collected, head into the mist door to engage the boss, the Duke's Dear Freja.