Beat The Duchess in Mina the Hollower by attacking from directly below while staying beneath her, using burrowing to dodge arrows completely, and switching to ranged swords for safe damage—then in phase two, never stop running when tentacles emerge and only attack when positioned underneath her armor.
The Duchess Boss details
Pre-Fight Preparation: Get the Fly Bait Trinket
Before fighting The Duchess, obtain the Fly Bait trinket—it makes the fight significantly easier:
Step 1: Find Midden Enemy
Go completely south from the room where you fight The Duchess (no left/right deviation).
Navigate directly downward through Queensbury Crypt. You’ll encounter annoying enemies along this path.
Step 2: Open the Gate to Midden
Use two vials to unlock the gate at the bottom tile directly south.
Inside, you’ll find Midden—the enemy that gives you Fly Bait when defeated.
Step 3: Beat Midden for Fly Bait
Attack enemies and kill them to get lots of flies that surround you. The flies still attack while you’re burrowing, letting you burrow under enemies safely for extra damage.
How to Beat The Duchess (Phase 1)
Step 1: Position Directly Below The Duchess
Stand literally right below her and attack straight upward.
The Duchess doesn’t attack directly down in phase one—she only attacks left to right. This positioning means you pretty much don’t get hit.
Step 2: Dodge Arrows with Burrowing or Jumping
Burrow underground to become completely immune to arrow attacks.
Burrowing is your best defensive tool—use it to move through the arena safely. Alternatively, you can jump over arrows if you need faster movement.
Step 3: Attack from Below Continuously
Keep attacking from below while staying beneath her.
The Fly Bait flies add extra damage while you attack. Don’t get greedy—steady damage from this safe position wins the phase.
Critical Phase 1 Tip: The arrows are the hardest part, but positioning below her eliminates most danger.
How to Beat The Duchess (Phase 2)
Step 1: Don’t Stop Running When Tentacles Appear
As soon as arms are in the ground and tentacles come up, just run—keep going constantly
Stopping means getting hit twice instantly. The tentacle slam sends bursts out at your position 3-6 times—keep moving in one direction to outrun them.
Step 2: Dodge the Side-to-Side Flail Attack
When she flails side to side, run continuously and avoid the side where she’s flailing.
This attack covers horizontal ground—stay mobile and dodge to the safe side.
Step 3: Attack Only When Underneath Her
Get underneath her armor for free attack moments—this is your only safe damage window.
The floating head isn’t damageable—focus only on attacking her body/armor.
Step 4: Use Burrowing to Avoid Arrows
Burrow down when arrows fly side to side while tentacles erupt.
Phase two is frantic with arrows + tentacles combined—burrow to stay immune.
Step 5: Maintain Constant Movement
Do not stop moving while tentacles come up repeatedly.
Wait until each attack finishes, then get a quick attack in during safe moments.
Critical Mistakes to Avoid
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Standing still in phase 2—you’ll get hit 2+ times by tentacle bursts.
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Attacking the floating head—it’s not damageable; only hit the body.
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Getting greedy with attacks—take quick hits then reposition below.
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Not unlocking the shortcut—wastes time on retry attempts.
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Skipping Fly Bait—the fight is many attempts harder without it.
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Ignoring arrow positioning—use Duchess as a shield when arrows come from one side.
Rewards After Victory
Once you defeat The Duchess, she leaves behind a Health Rose to increase your max health. You can then proceed to help The Duke (another side quest).
The Duchess is a tough early boss requiring multiple attempts, but positioning below her + Fly Bait + constant phase 2 movement guarantees victory.
