A sharp breeze cuts through the cool night, carrying with it a slight tang of su

lfur and ash. The sabre-toothed barbarian sits, huddled up in furs and chainmail
next to a cookfire. Across the fire hunches a jet-black catfolk man, dressed in
armor made of leather plates. Beside him lounges a catfolk woman, spotted black
on white and clad in simple robes. An enormous russet-furred bear opens one gol
den eye to peer at his companions, then closes it and rests his chin upon his fo
lded paws. A tiny black cat with a sparkling blue forehead jewel, her tail curle
d around her, sleeps atop his brow, while nearby a centaur stands guard, a massi
ve sword in each hand.
Far to the East the orange glow of the burning Spinewall Mountains softens the h
orizon, but overhead the eternal night is clear and black, divided in two by an
arc of glittering stars. Two invisible orbs blot out spaces in the ring - like a
pair of darkened eyes in the night. A blazing comet hangs in place nearby, angr
ily streaking towards its unknown destination. The jaguar man clears his throat
to speak,
"I remember a story told me long ago by a village elder, when I was still a litt
le suckling. My eyes were barely open and I was just learning to take my own mea
t when he sat me down with my litter mates and said,
'In an age long past, when our race was young, the Mother's eyes were open and s
he looked down upon us with love and kindness. Peace and harmony ruled the land,
and the world was happy. But in that time a mighty race, proud and cruel, walke
d the Fire Road you see above you, and they were not harmed by it. They called t
hemselves the Zern, and thought themselves above all other races. It was their s
port to alter the forms of other creatures, twisting their flesh into hideous sh
apes for their own amusement. In time, the Zern looked down upon our Mother's cr
eation and desired to take it for their own. So they fashioned a mighty weapon o
f poisoned steel and, reaching out across the deepest spaces, thrust it into the
Mother's Eye.
The weapon wounded our Mother's eye. It become infected and rimmed with blood. P
ain filled her mind with dark and angry thoughts, and the Mother whispered these
thoughts into the minds of the people. They became hateful and confused. Brothe
r turned against brother; mother turned against child. The world erupted in viol
ence. No longer could one man trust another and the land was plunged into chaos.
This filled the Mother with a great sadness, and so she wept a single tear. The
tear fell upon the land, but the tear had come from her wounded eye, now cloudy
and diseased. The Mother's tear watered the plants, which fed upon the disease a
nd grew, choking the earth and drowning the cities. The skies grew strange. A gr
eat disease rained down upon us, spreading among all the creatures that inhabite
d the land. Horrible, twisted monsters sprang up from the bodies of the dead, cr
awling over the plants with great speed and devouring those unable to escape.
The Mother saw what her tear had done and cried in great anguish. Her words beca
me incoherent and her screams could be heard by all. Not one could sleep for the
din of it. The Mother's favored children cried out to her to help them, to ceas
e her rage so that the people could rest, but the Mother was too distraught. She
could not hear them. So great was her distress and shame that she took back her
magic gifts, and would not speak to her people.
Now, in those days, there existed a far older race than our own - the Earth Peop
le. They were a great and mighty race, and watched over the land with powerful m
agics. Strong weapons and armor they possessed, whose power did not come from th
e Mother. The Earth People fought back against the disease with which the evil Z
ern had infected the Mother. They made war against the monsters, killing them in
great numbers. Finally they cut back the overgrowth, wiped away the Mother's te
ars and cleansed the land. When the Mother saw that her children had been saved
from the harm that had befallen them, she ceased her cries and once again smiled
upon her people.
Some say the Zern will one day return to finish the job they once began, but wor
ry not, little ones. The Mother has closed her eyes, and never can such a terrib
le fate ever befall us again. So say your prayers tonight, and thank the Mother
for her wonderful gifts. Because, although her eyes are closed, her ears are alw
ays listening.'"

5th Faint - Red Star - DC 45

Concentration DC +5
NPC attitude drops one step
The mountains erupt in a volcanic explosion that lasts weeks. The sudden burst o
f light on the planets surface alerts the Zern hiveship, which moves into the lo
cal solar system. The PCs head towards the mountains to get a closer look at the
devastation wreaked by the natural disaster.
9th
13th Moderate - Red Moon - DC 35
NPC attitude drops two steps
-1 caster level
treat as full moon
no sleep
15th Strong - Sky Fire - DC 25
-2 caster level
20% fail extraplanar spells, 5d6 backlash
brood fever DC 18
encounter 1/day, 10% chance
undead turned
entangle
17th Overwhelming - Three Beams - DC 15
brood fever DC 28
DC 20 or be nauseated, sickened on success
encounter 1/1d4 hours, 20% chance
planar cutoff
divine 20% fail recover spell
arcane DC 25 + spell level
psionic +1 pp to manifest, +1 pp per augmentation
Zern Moonbase
Zern Shuttle
Type: Ultralight
Subtype: Orbital Shuttle
Size: Gargantuan (-4)
Length: 60 ft.
Weight: 11 tons
Crew: 4
Passengers: 12
Cargo: 22,000 lbs
Hit Dice: 6d20 (120 hp)
Initiative: +2
Speed: 4000 ft.
Armor Class: 6, flat-footed 6, autopilot 10
Hardness: 40
Grapple: +12
Attack: -2 ranged (+4 targeting, -4 size, -2 uncrewed)
Weapons: 2 fire-linked Maser Cannons +0 ranged, 18d8 (81) energy, 6000', 20x2
Engines: Induction Engine
Armor: Ablative
Defense Systems: Improved Autopilot System (+4 AC), Cloaking Screen (50% conceal
ment)
Sensors: Improved Targeting System (+5 attack), Class VII Sensor Array
Communications: Laser Transceiver, Mass Transceiver
Dread Swamp
Zern Seedship
Type: Superheavy
Subtype: Freighter
Size: Colossal (-8)
Length: 1800 ft.
Weight: 320,000 tons
Crew: 40
Passengers: 24
Cargo: 200,000 tons
Hit Dice: 800d20 (16,000 hp)
Initiative: +2
Speed: 4000 ft.
Armor Class: 2 (6 ballistic, 6 beam), flat-footed 2, autopilot 7
Hardness: 50
Grapple: +16
Attack: -7 ranged (+5 targeting, -8 size, -4 uncrewed)
Weapons: 1 battery of 5 Heavy Maser Cannons +4 ranged, 16d8 (72) energy, 8000',
18-20x2
OR 4 fire-linked Heavy Maser Cannons +0 ranged, 32d8 (144) energy, 8000', 19-20x
2
OR 1 EMP Cannon +0 ranged, 8d8 (36) electricity, 4000', 19x2
Engines: Gravitic Redirector, Particle Impulse Engine (-500' in atmo)
Armor: Nanofluidic
Defense Systems: Improved Autopilot System (+5 AC), Magnetic Field (+4 AC ballis
tic), Radiation Shielding (+5 against radiation), Self-destruct System (120 hour
s, DC 30, 5d6+10), Particle Field (+4 AC beam), Advanced Damage Control (7d10),
Cloaking Screen (50% concealment), Medium Fortification (75% critical hits are n
ormal)
Sensors: Improved Targeting System (+5 attack), Class VII Sensor Array, Achilles
Targeting Software
Communications: Laser Transceiver, Mass Transceiver
Ragnorra, Zern Captain
NE Medium Monstrous Humanoid 8 Scout 12
Darkvision 60 ft.
Common, Draconic, Dwarven, Zern
+6 natural armor
+4 initiative
8d8+12d8
fast healing 5
immune poison, paralysis, stunning
SR 18
6/14/10
speed 50'
warping energy melee/ranged 4d6+int
base attack 17
spell like: reduce person at will, 1/day baleful polymorph, gaseous form
str 16, dex 20, con 20, int 20, wis 16, cha 11
shifting guise
transmutation affinity
hd: craft (fleshsculpting), escape artist, heal, intimidate, listen, spot, use r
ope
class: balance, climb, craft, escape artist, hide, jump, knowledge (dungeoneerin
g), knowledge (geography), knowledge (nature), listen, move silently, ride, sear
ch, sense motive, speak language, spot, survival, swim, tumble, use rope
+4 balance, escape artist, tumble
adaptive defenses
warping energy
malleable form
skirmish +3d6, +3 AC
battle fortitude +2
blindsense 30'
trapfinding
uncanny dodge
trackless step
evasion
flawless stride
camouflage
fast movement +20'
Feats: Danger Sense, Expeditious Dodge, Graft Flesh, Mobility, Point Blank Shot,
Precise Shot, Shot on the Run, Starship Gunnery, Starship Operation, Weapon Foc
us (warping energy)
Equipment: Flexible Spine Graft, Custom Boost Armor, Silent Suit, Photon Shield,
Wireless Neural Network Jack, Sonic Beam, 1d4 Cryonic Grenades, Gravity Snare,
1 Psionic Grenade, GalPos Device, Piercing Visor, +1 Defending Longspear, Boots
of Expeditious Retreat
CR: 18
Faldrang
Old Black Dragon Zern Broodling
Huge Aberration, Augmented Dragon (water)
HD: 27d8
30 natural armor
4 armor
80' land speed
80' swim speed
DR 10/magic, 5/piercing
fast healing 5
Str 35, Dex 12, Con 25, Int 10, Wis 15, Cha 10
breath weapon 100' line, 16d6, acid/flesh warp
SR 25
2 claws 2d8
bite 2d8
1 tail slap 2d6
10 feats
Special Qualities: water breathing, Darkvision 60 feet, blindsense 60 feet
Spell-like Abilities (Sp): 3/day - arcane sight, darkness, dispel magic, see inv
isibility, antimagic field; 1/day - baleful polymorph, corrupt water, plant grow
th
Fast Healing (Ex): Faldrang has fast healing 5.
Woodland Stride (Ex): As the druid ability.
Immunities (Ex): Faldrang is immune to acid paralysis, poison, polymorph, petrif
ication, stunning and any effect that requires a fortitude save but does not aff
ect objects.
Zern Hivemind
Anathemic Secrecy
Impervious to the Divine
 A tangle of chitinous vines extends 15 miles in all directions. It grows 1 mil
e every day from it's first appearance. Creatures within 30 feet of the carpet c
an be target by a vine grapple.
The hivemind is an apocalyptic amalgam of living tissue and nanotechnology. Th
e hivemind is dependent both on it's massive physical form, and the onboard comp
uter system of the Zern Seedship. If the vines are completely destroyed, or the
power cord that connects the carpet is severed, the hivemind completely regenera
tes in 24 hours. The only way to destroy it is to disable the body, sever the co
rd, and successfully detonate the Seedship.
Aspect of the Hivemind
CE Gargantuan Aberration
Hit Dice: 45d8+(765) (968 hp)
Initiative: +11
Speed: 60 ft.
Armor Class: 39 (-4 size, +7 Dex, +20 natural, +6 deflection), touch 19, flat-fo
oted 32
Base Attack/Grapple: +34/+64
Attack: Claw +48 melee (4d6+18)
Full Attack: 2 claws +48 melee (4d6+18) and bite +43 (3d6+9)
Space/Reach: 20 ft./20 ft.
Special Attacks: Trip (+30), Seedship Control, Tentacle Grab (40 ft., +48 touch
grapple +64, AC 20, 50 hp)
Special Qualitites: Spell resistance 50, adaptive energy resistance 20, damage r
eduction 15/special, darkvision 90 ft., fast healing 5, low-light vision, reacti
ve skin, scent
Saves: Fort +32, Ref +24, Will +27
Abilities: Str 46, Dex 25, Con 45, Int 13, Wis 16, Cha 6
Skills: Balance +14, Concentration +45, Listen +53, Spot +53, Tumble +14
Feats: Combat Reflexes, Danger Sense, Deflect Arrows, Expeditious Dodge, Improve
d Bull Rush, Improved Initiative, Improved Unarmed Strike, Infinite Deflection,
Lightning Reflexes, Knockback, Mobility, Power Attack, Quicken Spell-like Abilit
y (tendril), Spellcasting Harrier, Spring Attack, Whirlwind Attack
Challenge Rating: 19
+4 STR, +4 DEX, +4 CON, hp 5 x spell level, energy resist 10
Defacto Abilities
Blindsight 500 ft.
True Seeing
Telepathy 1000 ft.
Tongues

Face of the Hivemind

Power Cord
Brood Fever
Infection: Ingested, inhaled, injury, contact
Fortitude DC: 18
Incubation: 1 day
Damage: 1d4 Str, 1d4 Con*, 1d4 Wis, and 1d4 Cha
* Creatures reduced to 0 Con by this disease immediately acquire the Zern Broo
dling template.
Zern Broodling Template
"Zern Broodling" is is an acquired template that can be added to any living, cor
poreal creature (referred to hereafter as the base creature).
Size and Type: The creature s type changes to aberration. The creature loses all o
ther subtypes. The creature s size remains unchanged.
Hit Dice: Change all the base creature s racial Hit Dice to d8s.
Challenge Rating: Depends upon the base creature s original Hit Dice, as follows:
Hit Dice Challenge Rating
1 3 4
4 6 5
7 9 7
10 12 9
13 15 11
16 18 13
19 21 15
22 or more 17
Alignment: Always chaotic evil.
Armor Class: The base creature s natural armor bonus increases by 4. Hard plates g
rant the base creature an AC bonus of 4.
Speed: A brood spawn s land speed increases by 20 feet. The speeds for other movem
ent modes are unchanged.
Attacks: A brood spawn retains all the natural weapon attacks of the base creatu
re and also gains two claw attacks and a bite attack if it didn t already have the
m. The bite attack is a secondary natural attack. Brood spawn lose all weapon pr
oficiencies (and the benefits of feats related to weapon use) and use their natu
ral weapons instead.
Damage: A brood spawn has two claws and a bite attack. If the base creature does
not have these attack forms, use the appropriate damage values from the table b
elow according to the creature s size.
Claw Bite
Size Damage Damage
Fine 1 1
Diminutive 1d3 1d2
Tiny 1d4 1d3
Small 1d6 1d4
Medium 1d8 1d6
Large 2d6 1d8
Huge 2d8 2d6
Gargantuan 3d6 2d8
Colossal 4d6 3d6
Attack Options: A brood spawn retains all the attack options of the base creatur
e and gains the attack option described below. A brood spawn prefers to use its
natural weapons instead of manufactured equipment.
Special Qualities: A brood spawn retains all the special qualities of the base c
reature and gains darkvision out to 60 feet.
Breath Weapon (Su): Once per day, a brood spawn can breathe a cone of disruptive
force. Those caught in the cone take damage and must save or contract brood fev
er. A successful Reflex save (DC 10 + 1/2 brood spawn s Hit Dice + brood spawn s Con
modifier) halves the damage and resists the disease. The size and damage dealt
by this cone depends upon the base creature s original Hit Dice, as follows:
Hit Dice Cone Length Damage
1 2 15 ft. 1d6
3 4 15 ft. 2d6
5 6 15 ft. 3d6
7 8 30 ft. 4d6
9-10 30 ft. 5d6
10 12 30 ft. 6d6
13 14 45 ft. 7d6
15-16 45 ft. 8d6
17 18 45 ft. 9d6
19 or more 60 ft. 10d6
Spell-Like Abilities: A brood spawn that has an Intelligence or Wisdom of 8 or h
igher has one or more spell-like abilities, depending on its Hit Dice, as indica
ted on the table below. The abilities are cumulative. Unless otherwise noted, an
ability is usable once per day. Caster level equals the creature s Hit Dice, and
the save DC is Charisma-based.
HD Abilities
4 6 arcane sight 3/day
7 9 dispel magic 3/day
10 12 see invisibility 3/day
13 15 antimagic field 3/day
16 18 alter self 3/day
19 21 baleful polymorph
22-24 gaseous form
25 or more reduce person 3/day
Abilities: A brood spawn s ability scores are modified as follows: Str +6, Dex +2,
Con +4, Int -4, Cha -4.
Special Qualities: A brood spawn loses all the special qualities of the base cre
ature. It gains darkvision out to 60 feet and the special qualities described be
low.
Damage Reduction (Ex): Brood spawn have damage reduction 5/piercing.
Fast Healing (Ex): Brood spawn gain fast healing 5.
Woodland Stride (Ex): As the druid ability.
Immunities (Ex): Brood spawn are immune to paralysis, poison, polymorph, petrifi
cation, stunning and any effect that requires a fortitude save but does not affe
ct objects.
Spell Resistance (Ex): Brood spawn gain spell resistance equal to their HD +5 (m
aximum 25).
Feats: A brood spawn retains all the feats of the base creature (even those it c
an no longer take advantage of) and gains Power Attack and Improved Critical (cl
aw) as bonus feats.
Skills: A brood spawn gains skill points as an aberration and has skill points e
qual to (2 + Int modifier) (HD + 3). Do not include Hit Dice from class levels i
n this calculation a brood spawn gains aberration skill points only for its racial
Hit Dice and gains the normal amount of skill points for its class levels.
Advancement: By Hit Dice.
Level Adjustment: .
Encounter Table
grick
zern arcanovore
zern blade thrall
choker
ettercap
gibbering mouther
grimlock
otyugh
otyugh, life leech
brood spawn