Ungoliant, matriarch's brood

defender reach wither

{p/b}{p/g},{t}: create x Spider Demon tokens with reach and lifelink equal to the number of -1/-1 counters on the battlefield.

when a creature with -1/-1 counters on it is destroyed put a +1/+1 counter on Ungoliant, matriarch's brood.
when this card is destroyed create x Spider Demon tokens with reach and lifelink equal to the number of +1/+1 counters on Ungoliant, matriarch's brood.