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Nevin Flanagan
 A Flock of Foes
A Bestiary of Inspirations
by Nevin Flanagan
Requires the use of the Dungeons & Dragons PLAYER’S HANDBOOK, published by Wizards of the
Coast, Inc. This product utilizes updated material from the v.3.5 revision.

Produced in the United States of America.

Design, writing, logos and layout by Nevin Flanagan.
Editing and review by Jennifer Flanagan.
Interior Illustration by Sergio Villa Isaza, Brad K. McDevitt & Melissa Cox
Enhancements and supplements are available through our Website:
http://genjitsugames.com/
‘d20 System’ and the d20 System logo are trademarks of Wizards of the Coast, Inc. in the United
States and other countries and are used with permission. Dungeons & Dragons® and Wizards of
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and are used with permission.
A FLOCK OF FOES © 2004 Nevin Flanagan
This edition of A FLOCK OF FOES is released under version 1.0a of the Open Game License, using
version 6 of the d20 trademark license and version 5 of the d20 System Guide.
Designation of Product Identity: The following items are hereby designated as Product Identity in accordance with
Section 1(e) of the Open Game License, version 1.0a: Any and all Genjitsu Gaming logos, identifying marks and
trade dress, including but not limited to A Flock of Foes and A Bestiary of Inspirations; the names suggested for the
various advanced versions of creatures herein; and any and all illustrations. Any material incorporated from another
work as Open Game Content under the OGL that otherwise fits the above descriptions is not Product Identity. The
above Product Identity is not Open Game Content
Designation of Open Game Content: Subject to the Product Identity designation above, any of the following is
Open Game Content and may be used freely under the terms of the Open Game License v1.0a: All statistics and
ability explanations for the creatures detailed herein, as well as items or substances associated with them; and any-
thing else contained herein which is already Open Game Content by virtue of being incorporated from one of the
Open Game Content sources listed in the license and copyright section at the end of this work.
Any portion of this book designated as Open Game Content above which is not incorporated from one of the
sources listed in the license and copyright section is hereby added to the body of Open Game Content and if so
used, should bear the notice “A FLOCK OF FOES ©2005 Nevin Flanagan.” Permission to use this Open Game Content
is granted solely under the terms of the Open Game License version 1.0a. This material is protected by the copyright
laws of the United States of America. Any reproduction, retransmission or unauthorized use of the Product Identity
herein, or any use of the Open Game Content herein not consistent with the Open Game License, is prohibited
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of the Open Game License. Any purchaser of this volume may print or photocopy it in whole or part for personal
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This document is fictional in nature, and no significance should be attached to any resemblance to any familiar
element of reality.
 Contents
Introduction 3 Slithering Stone (Gray ooze + 5 HD)............................... 23
What is A Flock of Foes? ................................................... 3
How to Use This Book ............................................................3
Why A Flock of Foes? .............................................................3
About the Creator ...................................................................3
About the Illustrators ..............................................................3
Creatures 4 Sunchaser (Celestial <Roc>) ........................................... 26
Ambush Whip (Choker Rogue) ......................................... 7
Ancient Watcher (Gargoyle + 8HD) ................................ 14
Ardencroft’s Creation (Fleshcrafted <Marilith>) ............... 38
The Baron of Stellwood Manor
(Vampire <Human Adept>)............................................. 18
Bloodfang (Vampire <Medusa>) ..................................... 20
Bog Fiend (Half-fiend
<Lycanthrope (Giant Crocodile) <Troll>>) ...................... 32
Bull Devil (Half-fiend <Minotaur>) ................................. 21
Brass Serpent (Half-dragon (Brass) <Salamander>) .......... 28
Clay Bird (Claycrafted <giant eagle>) .............................. 40
Cropminder (Celestial <Ankheg>)..................................... 4
Dark Historian (Cloaker Bard)........................................... 7
Darkrunner (Fiendish <Centaur>) ..................................... 6
Death Jackal (Lich <Gnoll Cleric>) ................................. 15
Dimension Crawler (Aranea Horizon Walker) ................... 4
Divine Mystic (Half-celestial <Elf>)................................. 12
Eagle of Bacchus (Half-celestial <Satyr>) ........................ 28
Enveloping Nightmare
(Lycanthrope (Giant octopus - 2HD) <Sahuagin>).......... 27
Fallen Comtesse (Ghost <Human Aristocrat>) ................. 17
Granite Charger (Stonecrafted <rhinoceros>) .................. 40
Great Bodak (Bodak + 9HD)............................................. 6
Haunted Murder (Ghost <Raven swarm>) ....................... 25
Hero of the Hive (Half-celestial <Myrmarch formian>) ... 14
Horrendous Howling Horde
(Fiendish <Monkey Swarm>) .......................................... 22
Howling Haunt (Ghost <Destrachan>)............................ 10
Lizard Guardian (Lich <Lizardfolk Druid>) ..................... 18
Mad Charger (Half-fiend <Unicorn>).............................. 33
Medusa Drake (Half-dragon (Green) <Basilisk + 5HD>) ... 5
Nightflyer (Lycanthrope (Dire bat - 2HD) <Gnome>) ...... 16
Rainbow Apparition (Ghost <Couatl>) .............................. 9
Scion of the abyss
(Lich <Half-fiend <Dark elf> Wizard>) ........................... 13
Seaspirit (Ghost <Merfolk Ranger>) ................................ 21
Serpent Sorcerer (Behir Sorcerer) ...................................... 5
Serpents of Retribution (Celestial <Viper Swarm>) .......... 34
Spirit of Avarice (Ghost <Adult blue dragon>) ................. 11
Spiritgold (Celestial <Wraith>)........................................ 34
Spotted Brute (Lycanthrope (Hyena) <Orc Barbarian>).... 24
Steel Smotherer (Ironcrafted <Darkmantle+2HD>) ......... 39
Suffocating Night (Darkmantle + 3HD) ........................... 10
Swarms........................................................................... 29
Clutter Swarm.......................................................................29
Monkey Swarm ....................................................................30
Quasit Swarm.......................................................................30
Raven Swarm........................................................................31
Stirge Swarm ........................................................................31
Viper Swarm.........................................................................31
Terror Cock (Fiendish <Cockatrice + 4HD>) ..................... 8
Vicarious Wyrmling
(Half-dragon (Copper) <Halfling Fighter>)....................... 16
Wood Warden (Half-dragon (Silver) <Nymph Ranger>) .. 23
Appendix: The Animated 35
Creating a crafted servant ............................................... 35
Sample Crafted Servants ................................................. 38
Animated Darkly: Death Walking ................................... 41
Ape Zombie .........................................................................44
Bat Zombie Swarm ...............................................................44
Behir Skeleton ......................................................................41
Crocodile Skeleton ...............................................................42
Deinonychus Skeleton ..........................................................42
Dire Bear Skeleton................................................................42
Dire Rat Skeleton..................................................................42
Elephant Zombie ..................................................................45
Hydra Zombie ......................................................................45
Lizardfolk Zombie ................................................................46
Marilith Skeleton ..................................................................43
Megaraptor Zombie..............................................................46
Minotaur Skeleton ................................................................43
Pegasus Zombie....................................................................46
Sahuagin Mutant Skeleton ....................................................43
Sea Cat Zombie ....................................................................46
Huge Shark Skeleton ............................................................44
Constrictor Snake Zombie ....................................................45
Large Viper Skeleton .............................................................43
Triceratops Skeleton .............................................................44
Unicorn Skeleton..................................................................44
Vrock Zombie ......................................................................46
Baleen Whale Zombie ..........................................................47
Creatures by Challenge Rating 48
Creatures by Advancement Type 49
OPEN GAME LICENSE Version 1.0a 50
Introduction
What is A FLOCK OF FOES?
A FLOCK OF FOES is a d20 fantasy bestiary, containing crea-
tures built entirely by using creatures from the d20 SYSTEM
REFERENCE DOCUMENT, and adding classes, templates and extra
hit dice according to the rules in that same document.
How to Use This Book
The creatures in this book have been arranged alphabeti-
cally by base creature, so if you are looking for an enhanced
dragon, look near the beginning. The table of contents, how-
ever, has been arranged alphabetically by the names given
to the advanced creatures, and does not therefore proceed in
page order. For your convenience, an index sorted by chal-
lenge rating and another by type of advancement (such as
template applied, etc.) is also provided.
Why A FLOCK OF FOES?
“You mean, this is just stuff from the regular rulebooks? So
why do I need this?”
Quite simply, there are numerous rulebooks out there that
offer new monsters, templates, classes and everything else
under the sun. The “open sourcing” of the d20 System has
led to an incredible proliferation of rules options, including
About the Creator
This book was written by Nevin Flanagan. Nevin has been
playing D&D and other role-playing games since 1985. He
role-played through most of college, helped several friends
develop world and rule ideas, and graduated with a degree in
digital media production. His career has explored a number of
directions including teaching English in Japan, administration,
technical writing, graphic design, computer programming,
hospital administration and electronics retailing.
When he’s not earning a living or designing a new game
setting, Nevin enjoys fantasy and sci-fi reading; Japanese
music, anime & manga (comics); console RPGs; aikido; and,
of course, role-playing.
About the Illustrators
Bradley K. McDevitt has worked on numerous games
including DUNGEONS & DRAGONS (via DRAGON and DUNGEON),
LEGEND OF THE FIVE RINGS, BATTLETECH, TRAVELLER: THE NEW ERA,
WEIRD WAR II, DEADLANDS, SAVAGE WORLDS, Goodman Games’
COMPLETE GUIDE series, and THE WHISPERING VAULT. He is also
a wealth of bestiaries and other collections of creatures and
enemies. There are more creatures available now than anyone
could ever hope to use, or remember.
The d20 SYSTEM REFERENCE DOCUMENT, and the rulebooks from
which it was derived, provided us not only with a healthy
sampling of possible monsters, but also with numerous op-
tions for improving them, such as templates, levels of NPC or
heroic classes, or additional hit dice and size. Those options
provide us, the players and game masters, with a substantial
wealth of possible antagonists and allies.
This book explores these options. It provides inspiration as
to how you can make interesting uses of the rules you already
know. It also gives you examples of how the rules can be bent
a little in places to make them fit better: these are indicated
by “Rules Flags,” which detail how the regular rules have
been changed and why. Moreover, it makes a handy refer-
ence for the creatures detailed here, saving you the difficulty
of working out the stats and changes yourself. The material is
designed so that it can be dropped right into your game with
a minimum of effort, as the biggest complaint of the modern
game master these days is said to be inadequate time to do
all the needed work.
That said, enjoy the creatures herein, and happy gaming!
Nevin Flanagan
the author of NIGHTLIFE, IT CAME FROM THE LATE, LATE, LATE SHOW,
and HAIIIII-YA! His official website and contact info may be
seen at www.bradleykmcdevitt.com. He resides in Bowling
Green, Ohio with his wife Jessica.
Raised on RPGs, fantasy novels, movies and comic books;
Sergio “Obsidian” Isaza has been depicting whatever runs
through his imagination since he could hold a pencil. After
graduating as a Graphic Designer he decided that there was
nothing he’d rather do than draw fantasy art and the rest
is--well--the rest.He has also worked with 12 to Midnight,
Mongoose Publishing, Bluedevil Games, Darkfuries and sev-
eral other RPG publishers, and is the author of the webcomic
“COMMISSIONED”. If any time is left after that, he dedicates it to
reading, gaming and martial arts. His online portfolio can be
viewed at www.theministryofabnormality.com.
Melissa Cox is an avid lover of the human figure as well
as anything mysterious and evocative, and tries to include all
of that in my work. She is most inspired by comics, movies,
anime, and the life around her. Her online portfolio is available
at assylem.deviantart.com. Aside from art, she enjoys gaming
with friends, playing lots of video games, reading, writing and
mountain biking. Melissa lives in Cinncinati, OH. 3
 Cropminder (Celestial <Ankheg>)
Large Magical Beast (Good, Extraplanar)
Hit Dice: 3d10+12 (28 hp)
Initiative: +0
Speed: 30 ft., burrow 20 ft.
Armor Class: 18 (-1 size, +9 natural), touch 9, flat-footed 18
Base Attack/Grapple: +3/+12
Attack: Bite +7 melee (2d6+7 good piercing + 1d4 acid)
Full Attack: Bite +7 melee (2d6+7 good piercing + 1d4 acid)
Space/Reach: 10 ft./5 ft.
Special Attacks: Improved grab, spit acid, smite evil +3
Special Qualities: Darkvision 60 ft., energy resistance (acid
5, cold 5, electricity 5), low-light vision, spell resistance
8, tremorsense 60 ft.
Saves: Fort +6, Ref +3, Will +2
Abilities: Str 21, Dex 10, Con 17, Int 3, Wis 13, Cha 6
Skills: Climb +8, Listen +6, Spot +3
Feats: Alertness, Toughness
Environment: Warm plains
Organization: Solitary or cluster (2–4)
Challenge Rating: 3
Treasure: None
Alignment: Always lawful good
Advancement: 4 HD (Large); 5–9 HD (Huge)
Level Adjustment: — (Summon monster IV)
Cropminders resemble ankhegs cast from satin-polished
bronze. They serve a similar function in the pastures and fields
of divine paradises to the ankhegs of the material plane, aer-
ating soil and rooting out pests and infestations creeping in
from the infernal planes.
Formians sometimes employ these creatures in maintain-
ing their fields.
The acid of a cropminder can be distilled with a DC 20
Craft [alchemy] check into a solution that deals 1d8 damage
on a direct hit (1d3 splash) and also functions like holy water,
dealing 2d4 good damage to undead and evil outsiders with
a direct hit (1 hp splash damage); these effects are cumula-
tive. This concoction has a market price of 50 gp for creation
purposes, but cannot usually be bought due to the rarity of
the ingredients.
Combat
Because cropminders are usually encountered on the Mate-
rial plane only when summoned, they rarely have developed
tunnel systems; however, they still burrow to outmaneuver
foes, and often appear from beneath the ground when sum-
moned.
A cropminder’s natural weapons overcome damage reduc-
tion as good-aligned weapons.
Improved Grab (Ex): To use this ability, a cropminder must
hit with its bite attack. It can then attempt to start a grapple
as a free action without provoking an attack of opportunity. If
the cropminder is damaged after grabbing its prey, it retreats
backward down its tunnel at its land speed (not its burrow
speed), dragging the victim with it.
Smite Evil (Su): Once per day, a cropminder can make a
melee attack that deals +3 damage if it strikes an evil oppo-
nent. The extra damage is equal to its HD.
Spit Acid (Ex): 30-ft. line, once every 6 hours; damage
4d4 acid, Reflex DC 14 half. One such attack depletes the
cropminder’s acid supply for 6 hours. It cannot spit acid or
4 deal acid damage during this time. The save DC is Constitu-
tion-based.
A cropminder does not use this ability unless it is desperate
or frustrated. It most often spits acid when reduced to fewer
than half its full normal hit points or when it has not success-
fully grabbed an opponent.
Dimension Crawler
(Aranea Horizon Walker)
Medium Magical Beast (Shapechanger), Rgr 3, Horizon
Walker 6
Hit Dice: 3d10+9d8+12 (73 hp)
Initiative: +6
Speed: 50 ft., climb 35 ft.
Armor Class: 17 (+3 Dex, +1 natural, +3 studded leather),
touch 13, flat-footed 14
Base Attack/Grapple: +12/+12
Attack: +2 sickle +17 melee (1d6+2 ghost touch magic cold
iron slashing) or bite +15 melee (1d6 piercing + poison) or
+2 shortbow +17 ranged [60 ft.] (1d6+1 magic silver pierc-
ing, 19-20/x3) or web +15 ranged [10 ft.] (entanglement)
Full Attack: +2 sickle +17/+12/+7 melee (1d6+2 ghost touch
magic cold iron slashing) or bite +15 melee (1d6 piercing
plus poison) or +2 shortbow +15/+15/+15/+10/+5 ranged
[60 ft.] (1d6+1 magic silver piercing, 19-20/x3) or web +15
ranged [10 ft.] (entanglement)
Space/Reach: 5 ft./5 ft.
Special Attacks: Favored enemy (+2 vs. undead), poison,
spells, web, wild empathy +7
Special Qualities: Change shape, darkvision 60 ft., low-light
vision, planar mastery (aligned), terrain mastery (forest,
hills, mountains, marsh, plains)
Saves: Fort +12, Ref +11, Will +9
Abilities: Str 10, Dex 16, Con 12, Int 18, Wis 18, Cha 18
Skills: Climb +14, Concentration +10, Escape Artist +6,
Gather Information +6, Hide +13, Jump +13, Knowledge
[geography] +18, Listen +23, Move Silently +19, Search
+8, Spot +23, Survival +19, Use Rope +6
Feats: Alertness, EnduranceB, Improved Critical [shortbow],
Improved Initiative, Investigator, Iron WillB, Rapid ShotB,
TrackB, Weapon Finesse
Environment: The multiverse
Organization: Solitary
Challenge Rating: 12
Treasure: +2 cold iron ghost touch sickle, +2 shortbow of
speed, 40 silver arrows, 10 +1 undead bane arrows, 5 +1
brilliant energy arrows; masterwork studded leather; ring
of mind shielding, ring of water walking.
Alignment: Neutral
Advancement: By character class
Level Adjustment: +4
This powerful denizen’s knowledge of the planes is invalu-
able, and it makes a very capable escort. It can also provide an
interesting recurring antagonist for higher-level campaigns.
Combat
Poison (Ex): Injury, Fort DC 13, initial damage 1d6 Str, sec-
ondary damage 2d6 Str. The save DC is Constitution-based.
Sorcerer Spells (6/6; caster level 3rd, save DC 14 + spell
level): 0—daze, detect magic, ghost sound, light, resistance;
1st—mage armor, silent image, sleep.
Change Shape (Su): An aranea’s natural form is that of a
Medium monstrous spider. It can assume two other forms.
The first is a unique Small or Medium humanoid; an aranea
 in its humanoid form always assumes the same appearance
and traits, much as a lycanthrope would. In humanoid form,
an aranea cannot use its bite attack, webs, or poison.
The second form is a Medium spider-humanoid hybrid.
In hybrid form, an aranea looks like a Medium humanoid
at first glance, but a DC 18 Spot check reveals the creature’s
fangs and spinnerets. The aranea retains its bite attack, webs,
and poison in this form, and can also wield weapons or wear
armor. When in hybrid form, an aranea’s speed is 30 feet.
An aranea remains in one form until it chooses to assume a
new one. A change in form cannot be dispelled, nor does an
aranea revert to its natural form when killed. A true seeing spell
reveals its natural form if it is in humanoid or hybrid form.
Web (Ex): In spider or hybrid form, an aranea can throw a
web up to six times per day. This is similar to using a net but
has a maximum range of 50 feet, with a range increment of
10 feet, and is effective against targets of up to Large size. The
web anchors the target in place, preventing movement.
An entangled creature can escape with a DC 13 Escape
Artist check or burst the web with a DC 17 Strength check. The
check DCs are Constitution-based, and the Strength check DC
includes a +4 racial bonus. The web has 6 hit points, hardness
0, and takes double damage from fire.
Terrain Mastery: The dimension crawler has a +4 compe-
tence bonus on Hide, Listen, Move Silently, and Spot check,
and a +1 insight bonus to attack and damage rolls against
creatures of the forest, hill, marsh, mountains or plains.
Planar Mastery: For the purposes of any effect that affects
only a particular alignment or has varying effects based on the
recipient’s alignment, the horizon walker receives the most
favorable result as if it had that alignment.
Skills: Araneas have a +2 racial bonus on Jump, Listen, and
Spot checks. They have a +8 racial bonus on Climb checks
and can always choose to take 10 on Climb checks even if
rushed or threatened.
Medusa Drake
(Half-dragon (Green) <Basilisk + 5HD>)
Large Dragon (Augmented magical beast)
Hit Dice: 11d12+55 (124 hp)
Initiative: -2
Speed: 20 ft., fly 40 ft (average)
Armor Class: 20 (-1 size, -2 Dex, +13 natural), touch 7, flat-
footed 20
Base Attack/Grapple: +11/+25
Attack: Claw +19 melee (1d6+10 slashing)
Full Attack: 2 claws +19 melee (1d6+10 slashing) and bite
+14 melee (3d6+5 piercing)
Space/Reach: 10 ft./5 ft.
Special Attacks: Petrifying gaze, breath weapon
Special Qualities: Darkvision 60 ft., low-light vision, immune
to sleep, paralysis and acid.
Saves: Fort +14, Ref +5, Will +4
Abilities: Str 31, Dex 6, Con 21, Int 5, Wis 12, Cha 13
Skills: Hide +9*, Listen +12, Spot +12, Swim +14
Feats: Alertness, Blind-Fight, Great Fortitude, Improved Natu-
ral Attack [bite]
Environment: Warm deserts, riversides or forests
Organization: Solitary
Challenge Rating: 10
Treasure: None
Alignment: Always chaotic evil
Advancement: 12–18 HD (Large)
Level Adjustment: —
The offspring of an unusually large basilisk and an ap-
parently desperate green dragon, this creature is invariably
hungry.
The eyes and condensed breath of a medusa drake can
be reduced and distilled with other ingredients and a DC 25
Craft [alchemy] check to produce a powerful poison with
initial damage 2d4x5 acid and secondary damage 3d6 Dex.
Creatures slain by the acid damage dissolve into gook, mak-
ing raise dead ineffective; creatures reduced to 0 Dex by this
poison turn permanently to stone. This is an injury poison with
a Fortitude DC of 19 and a market price of 3,000 gp.
Combat
Petrifying Gaze (Su): Turn to stone permanently, range
30 feet; Fortitude DC 16 negates. The save DC is Charisma-
based.
Breath Weapon (Su): 1/day, 30-ft. cone, 6d8 acid damage,
Reflex 20 half; the save DC is Constitution-based.
Skills: *The basilisk’s dull coloration and its ability to remain
motionless for long periods of time grant it a +4 racial bonus
on Hide checks in natural settings.
Serpent Sorcerer (Behir Sorcerer)
Huge Magical Beast, Sor8
Hit Dice: 9d10+8d4+95 (154 hp)
Initiative: +1
Speed: 40 ft., climb 15 ft.
Armor Class: 27 (-2 size, +1 Dex, +11 natural, +1 insight, +2
deflection, +4 force armor), touch 12, flat-footed 26
Base Attack/Grapple: +13/+29
Attack: Bite +19 melee (2d4+12 piercing)
Full Attack: Bite +19 melee (2d4+12 piercing)
Space/Reach: 15 ft./10 ft.
Special Attacks: Breath weapon, constrict 2d8+8, improved
grab, rake 1d4+4, swallow whole, spells
Special Qualities: Can’t be tripped, darkvision 60 ft., immunity
to electricity, low-light vision, scent
Saves: Fort +13, Ref +9, Will +11
Abilities: Str 26, Dex 13, Con 21, Int 7, Wis 14, Cha 14
Skills: Climb +16, Concentration +17, Hide +5, Listen +4,
Spellcraft +2, Spot +4*, Survival +2
Feats: Alertness, Cleave, Combat Casting, Improved Critical
[ray], Power Attack, Track
Environment: Warm hills
Organization: Solitary or pair
Challenge Rating: 15
Treasure: 1,300 gp; 3 gems (60 gp, 200 gp, 700 gp); potion
of protection from arrows 10/magic, arcane scroll (scare),
arcane scroll (disguise self, magic weapon, shatter), dusty
rose prism ioun stone, ring of protection +2, bracers of
armor +4, elemental gem (air).
Alignment: Neutral
Advancement: 10–13 HD (Huge); 14–27 HD (Gargantuan)
Level Adjustment: —
This creature possesses notable magic power despite its
limited intellect. Its protective bracers have been fitted over its
horns, and it performs somatic gestures principally with its tail.
Its hawk familiar often rides perched on one of its horns.
Combat
The serpent sorcerer is interested in magic and jewels,
mostly in that order; it will attempt to bargain with capable 5
 adventurers who have something of interest to it, but prefers
to intimidate those it thinks are weaker than itself. If beset by a
large number of foes, it uses its breath weapon. It can employ
its claws only against foes caught in its coils.
Sorcerer Spells (6/7/7/5/3, CL 8th): 0—daze, detect magic,
detect poison, disrupt undead, mage hand, open/close, ray
of frost, resistance; 1st—hypnotism, mage armor, ray of en-
feeblement, reduce person, shocking grasp; 2nd—scorching
ray, summon monster II, touch of idiocy; 3rd—displacement,
hold person; 4th-enervation.
Breath Weapon (Su): 20-foot line, once every 10 rounds,
damage 7d6 electricity, Reflex DC 19 half. The save DC is
Constitution-based.
Improved Grab (Ex): To use this ability, a behir must hit a
creature of any size with its bite attack. It can then attempt to
start a grapple as a free action without provoking an attack
of opportunity. If it wins the grapple check, it it establishes a
hold and can attempt to constrict the opponent or swallow
the opponent in the following round.
Constrict (Ex): A behir deals 2d8+8 points of damage with
a successful grapple check. It can make six rake attacks each
round against a grappled foe as well.
Rake (Ex): Six claws +19 melee (1d4+4 slashing).
Swallow Whole (Ex): The serpent sorcerer can try to swal-
low a grabbed Medium or smaller opponent by making a
successful grapple check. If it swallows an opponent, it can
use its Cleave feat to bite and grab another opponent.
A swallowed creature takes 2d8+8 points of bludgeoning
damage and 8 points of acid damage per round from the
behir’s gizzard. A creature can cut its way out by using a light
sharp weapon to deal 25 points of damage to the gizzard (AC
15). Each swallowed opponent must cut its own way out.
A behir’s gizzard can hold 2 Medium, 8 Small, 32 Tiny, or
128 Diminutive or smaller opponents.
Skills: Behirs have a +8 racial bonus on Climb checks
and can always choose to take 10 on Climb checks, even if
rushed or threatened. * This sorcerer receives a +3 bonus to
Spot checks in sunlight.
Familiar
Goshawk: Small Magical Beast 17; 77 hp; +2 init; Spd 10
ft., fly 80 ft. (average); AC 18 (t13/ff16); BA/Gr +13/+9; Atk
Talons +16 melee (1d4 slashing); Full Atk 2 Talons +16 melee
(1d4 slashing) and bite +11 melee (1d4 slashing); Sp/Re 5 ft./5
ft.; SA Deliver touch spells; SQ Low-light vision, improved
evasion, empathic link, speak with master; Fort +9, Ref +10,
Will +11; Abl Str 10, Dex 15, Con 12, Int 9, Wis 14, Cha 6;
Listen +4, Spot +14; Feats: Weapon Finesse.
Great Bodak (Bodak + 9HD)
Large Undead (Extraplanar)
Hit Dice: 18d12 (106 hp)
Initiative: +6
Speed: 20 ft.
Armor Class: 21 (-1 size, +2 Dex, +10 natural), touch 11,
flat-footed 19
Base Attack/Grapple: +9/+14
Attack: Slam +14 melee (2d6+9 bludgeoning)
Full Attack: Slam +14 melee (2d6+9 bludgeoning)
Space/Reach: 10 ft./10 ft.
Special Attacks: Create spawn, death gaze
Special Qualities: Damage reduction 10/cold iron, darkvision
6 60 ft., electricity immunity, energy resistance (acid 10, fire
10), undead traits, vulnerability to sunlight
Saves: Fort +6, Ref +8, Will +12
Abilities: Str 22, Dex 14, Con —, Int 6, Wis 12, Cha 12
Skills: Listen +17, Move Silently +16, Spot +17
Feats: Ability Focus [gaze], Alertness, Dodge, Improved Initiative,
Improved Sunder, Power Attack, Weapon Focus [slam]
Environment: A chaotic evil-aligned plane
Organization: Solitary or gang (2–4)
Challenge Rating: 13
Treasure: None
Alignment: Always chaotic evil
Advancement: 19–27 HD (Large)
Level Adjustment: —
Bodaks are the undead remnants of humanoids who have
been destroyed by the touch of absolute evil. This bodak has
absorbed a remarkable quantity of dark energy and become
very powerful. It often uses Power Attack to make slam attacks
at +10 melee that deal 2d6+17 bludgeoning damage, or uses
Improved Sunder to destroy shields and weapons.
A bodak retains fleeting memories of its past life and can
speak Common (or some other humanoid language).
Combat
Death Gaze (Su): Death, range 30 feet, Fortitude DC 22
negates. The save DC is Charisma-based.
Create Spawn (Su): Any humanoid slain by a bodak’s death
gaze is transformed into a bodak 24 hours later. These spawn
are not automatically under the command of their creator.
They do not possess any of the abilities they had in life.
Vulnerability to Sunlight (Ex): Bodaks loathe sunlight, for
its merest touch burns their impure flesh. Each round of ex-
posure to the direct rays of the sun deals 1 point of damage
to the creature.
Darkrunner (Fiendish <Centaur>)
Large Monstrous Humanoid (Evil, Extraplanar)
Hit Dice: 4d8+8 (26 hp)
Initiative: +2
Speed: 50 ft.
Armor Class: 14 (–1 size, +2 Dex, +3 natural), touch 11,
flat-footed 12
Base Attack/Grapple: +4/+12
Attack: Halberd +7 melee (1d10+6 evil slashing, x3) or
composite (+4) longbow +5 ranged [110 ft.] (1d8+4 evil
piercing, x3)
Full Attack: Halberd +7 melee (1d10+6 evil slashing, x3)
and 2 hooves +3 melee (1d6+2 evil magic bludgeoning);
or composite (+4) longbow +5 ranged [110 ft.] (1d8+4
evil piercing, x3)
Space/Reach: 10 ft./5 ft.
Special Attacks: Smite good +4
Special Qualities: Damage reduction 5/magic, darkvision 60
ft., energy resistance (cold 5, fire 5), spell resistance 9
Saves: Fort +3, Ref +6, Will +5
Abilities: Str 18, Dex 14, Con 15, Int 8, Wis 13, Cha 11
Skills: Listen +3, Move Silently +4, Spot +3, Survival +2
Feats: Dodge, Weapon Focus [hoof]
Environment: An evil-aligned plane.
Organization: Solitary, company (5–8), troop (8–18 plus
1 leader of 2nd–5th level), or tribe (20–150 plus 30%
noncombatants plus 10 3rd-level sergeants, 5 5th-level
lieutenants, and 1 leader of 5th–9th level)
Challenge Rating: 4
Treasure: Standard

Alignment: Usually neutral evil
Advancement: By character class
Level Adjustment: +4
Darkrunners generally look like centaurs with tiger stripes
in their glossy black coats and hair, and mahogany skin. They
have a hard, rebellious look in their eyes. They often employed
by devils as conscript cavalry.
A darkrunner is as big as a heavy horse, but much taller and
slightly heavier. A darkrunner is about 7 feet tall and weighs
about 2,100 pounds.
Darkrunners speak Sylvan and Infernal.
Combat
A darkrunner employing a lance deals double damage
when it charges, just as a rider on a mount does. A darkrunner’s
natural weapons overcome damage reduction as evil-aligned
magic weapons; any weapons that it wields overcome damage
reduction as evil-aligned weapons.
Smite Good (Su): Once per day, a darkrunner can declare
one melee attack a smite attack, dealing +4 damage if it strikes
a good target. The extra damage is equal to its HD.
Dark Historian (Cloaker Bard)
Ambush Whip (Choker Rogue)
Small Aberration, Rog4
Hit Dice: 3d8+4d6+7 (32 hp)
Initiative: +6
Speed: 20 ft., climb 10 ft.
Armor Class: 17 (+1 size, +2 Dex, +4 natural), touch 13,
flat-footed 17
Base Attack/Grapple: +5/+8
Attack: Tentacle +9 melee (1d3+3 bludgeoning) or light mace
+10 melee (1d6+3 bludgeoning)
Full Attack: 2 tentacles +9 melee (1d3+3 bludgeoning) or
light mace +8 melee (1d6+3 bludgeoning)
Space/Reach: 5 ft./10 ft.
Special Attacks: Improved grab, constrict 1d3+3, sneak at-
tack +2d6
Special Qualities: Darkvision 60 ft., evasion, quickness, trap-
finding, trap sense +1, uncanny dodge
Saves: Fort +3, Ref +9, Will +6
Abilities: Str 16, Dex 14, Con 13, Int 4, Wis 14, Cha 7
Skills: Climb +13, Craft [trapmaking] +3, Hide +14, Jump +2,
Listen +6, Move Silently +10, Spot +6
Feats: Deflect Arrows, Improved InitiativeB, Lightning Reflexes,
Stealthy
Environment: Underground
Organization: Solitary
Challenge Rating: 4
Treasure: Masterwork light mace, small steel mirror, 2300
gp, ring of jumping
Alignment: Usually chaotic evil
Advancement: 4–6 HD (Small); 7–12 HD (Medium)
Level Adjustment: —
This dungeon-dwelling terror epitomizes “nasty, brutish and
short.” It works best as a flunky or assassin for a more prominent
dungeon denizen, but is usually encountered alone.
Combat
This creature likes to take advantage of its quickness when
attacking from surprise, dealing sneak attack damage to two
different flat-footed targets if possible.
Constrict (Ex): A choker deals 1d3+3 points of damage
with a successful grapple check against a Large or smaller
creature. Because it seizes its victim by the neck, a creature
in the choker’s grasp cannot speak or cast spells with verbal
components.
Improved Grab (Ex): To use this ability, a choker must hit a
Large or smaller opponent with a tentacle attack. It can then
attempt to start a grapple as a free action without provok-
ing an attack of opportunity. If it wins the grapple check, it
establishes a hold and can constrict. Chokers receive a +4
racial bonus on grapple checks, which is already included in
the statistics block.
Quickness (Su): Although not particularly dexterous, a
choker is supernaturally quick. It can take an extra standard
action or move action during its turn each round.
Evasion (Ex): When an ambush whip succeeds on a Reflex
save for half damage against a particular effect, it instead
takes no damage.
Skills: A choker has a +8 racial bonus on Climb checks
and can always choose to take 10 on Climb checks, even if
rushed or threatened.
Large Aberration, Brd 6
Hit Dice: 6d8+6d6+36 (84 hp)
Initiative: +7
Speed: 10 ft., fly 40 ft. (average)
Armor Class: 19 (–1 size, +3 Dex, +7 natural), touch 12,
flat-footed 16
Base Attack/Grapple: +8/+13
Attack: Tail slap +12 melee [reach 10] (1d6+5 bludgeoning)
Full Attack: Tail slap +12 melee [reach 10] (1d6+5 bludgeon-
ing) and bite +7 melee (1d4+2 slashing)
Space/Reach: 10 ft./5 ft.
Special Attacks: Moan, engulf, bardic music (countersong,
fascinate, inspire competence, inspire courage +1, sug-
gestion), spells 7
 Special Qualities: Bardic knowledge, darkvision 60 ft.,
shadow shift
Saves: Fort +7, Ref +10, Will +13
Abilities: Str 21, Dex 16, Con 17, Int 14, Wis 16, Cha 16
Skills: Concentration +9, Decipher Script +10, Hide +8,
Knowledge [history] +10, Knowledge [arcana] +6, Listen
+14, Move Silently +12, Perform [oratory] +13, Speak Lan-
guage [Draconic, DrowB, Dwarven, Infernal, Orc, TerranB],
Spellcraft +10, Spot +14
Feats: Alertness, Combat Reflexes, Improved Initiative, Craft
Wand, Enlarge Spell
Environment: Underground
Organization: Solitary
Challenge Rating: 11
Treasure: 1,700 gp, 9 gems (2,212 gp total), potion of enlarge
person, arcane scroll (protection from arrows, pyrotech-
nics), wand of shatter (31 charges), wand of detect secret
doors (26 charges), spellbook (detect undead, dispel magic,
dominate monster, enervation, fireball, gentle repose, il-
lusory wall, invisibility, invisibility sphere, lightning bolt,
mage’s sword, magical circle against chaos/evil/good/law,
major image, nightmare, reduce person, sleep, sleet storm,
slow, summon swarm, telekinesis, teleport, vampiric touch,
wall of ice)
Alignment: Neutral
Advancement: 7–9 HD (Large); 10–18 HD (Huge)
Level Adjustment: —
This creature is of a more cerebral bent than most of its
kind, interested in history and magical lore, but what ex-
actly it is trying to learn or do with this knowledge remains
a mystery.
Like most of its kind, it is not above dining on intelligent
creatures; but being also interested in talk and lore, it will not
usually attack those who seem civilized, devouring creatures
such as goblins or underground animals. If offered a worthy
trade of magic or lore, it may bargain with the spellbook in
its keeping or one of its wands.
Combat
The dark historian usually prefers to avoid combat. If forced,
it seeks to disable opponents, and kills if it is overly hungry
or sees no other way to end the hostility.
Bardic Music (Su): The dark historian can effect certain
powerful effects through performance, as follows.
COUNTERSONG: For up to ten rounds, the dark historian can
make a Perform check that creatures within 30 ft. may use
in place of their saving throws against sonic or language-
dependent effects.
FASCINATE: The dark historian can fascinate up to two crea-
tures for up to six rounds, and make a suggestion to one of
them (Will 16 negates).
INSPIRE COURAGE: The dark historian may grant allies within
earshot a +1 morale bonus to attacks, weapon damage rolls,
and saves against fear.
INSPIRE COMPETENCE: The dark historian can grant a single
creature within 30 ft. a +2 competence bonus on checks to
a single skill for up to two minutes.
Bard Spells (3/4/3, CL 6): 0—dancing lights, detect magic,
lullaby, message, prestidigitation, read magic; 1st—ven-
triloquism, identify, comprehend laguages, unseen servant;
2nd—cure moderate wounds, shatter, tongues.
Moan (Ex): A cloaker can emit a dangerous subsonic moan
8 as a standard action. By changing the frequency, the cloaker
can cause one of four effects. Cloakers are immune to these
sonic, mind-affecting effects. Unless otherwise specified, a
creature that successfully saves against one of these effects
cannot be affected by the same moan effect from the same
cloaker for 24 hours. All save DCs for moan effects are Cha-
risma-based.
UNNERVE: Anyone within a 60-foot spread automatically
takes a –2 penalty on attack and damage rolls. Those forced
to hear the moan for more than 6 consecutive rounds must
succeed on a DC 15 Will save or enter a trance, unable to
attack or defend themselves until the moaning stops.
FEAR: Anyone within a 30-foot spread must succeed on a
DC 15 Will save or become panicked for 2 rounds.
NAUSEA: Anyone in a 30-foot cone must succeed on a DC
15 Fortitude save or be overcome by nausea and weakness.
Affected characters fall prone and become nauseated for
1d4+1 rounds.
STUPOR: A single creature within 30 feet of the cloaker must
succeed on a DC 15 Fortitude save or be affected as though
by a hold monster spell for 5 rounds. Even after a successful
save, the creature must repeat the save if the cloaker uses
this effect again.
Engulf (Ex): A cloaker can try to wrap a Medium or smaller
creature in its body as a standard action. The cloaker attempts
a grapple that does not provoke an attack of opportunity. If
it wins the grapple check, it establishes a hold and bites the
engulfed victim with a +4 bonus on its attack roll. It can still
use its whiplike tail to strike at other targets.
Attacks that hit an engulfing cloaker deal half their damage
to the monster and half to the trapped victim.
Shadow Shift (Su): A cloaker can manipulate shadows as a
standard action. This ability is effective only in shadowy areas
and has three possible effects.
OBSCURE VISION: The cloaker gains concealment (20% miss
chance) for 1d4 rounds.
DANCING IMAGES: This effect duplicates a mirror image spell
(caster level 6th).
SILENT IMAGE: This effect duplicates a silent image spell (DC
15, caster level 6th). The save DC is Charisma-based.
Terror Cock
(Fiendish <Cockatrice + 4HD>)
Medium Magical Beast (Evil, Extraplanar)
Hit Dice: 9d10+18 (72 hp)
Initiative: +2
Speed: 20 ft., fly 60 ft. (poor)
Armor Class: 12 (+2 Dex), touch 12, flat-footed 10
Base Attack/Grapple: +9/+9
Attack: Bite +11 melee (1d6 piercing plus petrification)
Full Attack: Bite +11 melee (1d6 piercing plus petrification)
Space/Reach: 5 ft./5 ft.
Special Attacks: Petrification, smite good +9
Special Qualities: Damage reduction 5/magic, darkvision 60
ft., energy resistance (cold 10, fire 10), low-light vision,
spell resistance 14
Saves: Fort +8, Ref +8, Will +4
Abilities: Str 10, Dex 15, Con 14, Int 3, Wis 13, Cha 9
Skills: Listen +9, Spot +9
Feats: Ability Focus [petrification], Alertness, Dodge, Flyby
Attack, Weapon FinesseB
Environment: Temperate plains
Organization: Solitary, pair, flight (3–5), or flock (6–13)
Challenge Rating: 4
Treasure: None
Alignment: Always neutral evil
 Advancement: 10–15 HD (Medium)
Level Adjustment: —
This creature is often employed by demons in various
blood sports and arenas. Its wattles and comb are a startling
blue color, the best clue to distinguish it from its mundane
cousin.
The tongue of a terror cock can be used in the creation
of stone salve, reducing the cost of creation to 1,250 gp and
100 xp.
Combat
A terror cock’s bite is treated as being an evil-aligned magic
weapon for purposes of overcoming damage reduction.
Petrification (Su): Creatures hit by a terror cock’s bite at-
tack must succeed on a DC 18 Fortitude save or instantly
turn to stone. The save DC is Constitution-based. Terror cocks
have immunity to the petrification ability of other cockatrices
(including terror cocks), but other petrification attacks affect
them normally.
Smite Good (Su): Once per day, a terror cock can make a
single melee attack as a smite attack, which deals +9 dam-
age if it strikes a good creature. The extra damage is equal
to its HD.
Rainbow Apparition
(Ghost <Couatl>)
Large Undead (Augmented outsider, Native)
Hit Dice: 9d12 (64 hp)
Initiative: +7
Speed: Fly 60 ft. (perfect)
Armor Class (manifested): 17 (-1 size, +3 Dex, +5 deflection),
touch 17, flat-footed 14
Base Attack/Grapple: +9/—
Attack: Touch +12 incorporeal melee (1d4 Str drain)
Full Attack: Touch +12 incorporeal melee (1d4 Str drain)
Space/Reach: 10 ft./5 ft.
Special Attacks: Constrict 2d8+6*, corrupting gaze, draining
touch, awestriking appearance, manifestation, improved
grab*, poison*, psionics, spells
Special Qualities: Darkvision 60 ft., rejuvenation, telepathy
90 ft., turn resistance +4
Saves: Fort +6, Ref +9, Will +10
Abilities: Str 18, Dex 16, Con —, Int 17, Wis 19, Cha 21
Skills: Concentration +17, Diplomacy +19, Hide +11, Jump
+0, Knowledge [history] +15, Knowledge [religion] +15,
Listen +24, Search +23, Sense Motive +16, Spellcraft +15
(+17 scrolls), Spot +24, Survival +4 (+6 following tracks),
Tumble +15, Use Magic Device +17 (+17 scrolls)
Feats: Dodge, Empower Spell, Eschew MaterialsB, Hover,
Improved Initiative
Environment: Ancient ruins
Organization: Solitary, pair, or flight (3–6)
Challenge Rating: 12
Treasure: 7,700 gp, 9 art objects (6,120 gp total), a +2 shield
of electricity resistance, and bracers of armor +5 can be
found among the remains of those who challenged the ap-
parition before, and it does not covet these items; 1,300 gp,
2 art objects (worth 4,000 gp and 5,000 gp), a phylactery of
undead turning and a python rod (with a +3/+3 enhance-
ment rather than the usual +1) are stored as offerings within
the area that it guards, and it will not allow anyone near
them or give them up.
Alignment: Lawful good
Advancement: 10–13 HD (Large); 14–27 HD (Huge)
Level Adjustment: +12
This ancient guardian probably watches over something fell
and indestructible that should not be released. It will destroy
anything that refuses to be dissuaded from passing it.
Couatls speak Celestial, Common, and Draconic, and also
have the power of telepathy (see below).
Combat
Abilities marked with a * are only effective against creatures
on the Ethereal plane.
Note that this couatl uses an alternate spell list, and some
of its psionics have been changed to allow for its undeath.
Since it is now permanently bound to the Ethereal plane, its
ethereal jaunt ability is useless.
Psi-Like Abilities: The rainbow apparition can use the fol-
lowing abilities as a 9th-level manifester. The save DCs are
Charisma-based. At will—aura sight, cloud mind (DC 15),
detect psionics, read thoughts (DC 15); 3/day—eradicate
invisibility (70 ft., DC 16), mind trap (5 rounds), time hop
(Huge creatures, DC 16).
Spells: The rainbow apparition casts spells as a 9th-level
sorcerer with access to the cleric list, and from the lists for the
Air, Good, and Law domains. All such spells are considered
arcane spells for a couatl, meaning that the apparition does
not need a divine focus to cast them.
Sorcerer Spells (6/7/7/7/4; CL 9): 0—daze, flare, guidance,
obscuring mist, open/close, ray of frost, resistance, touch of
fatigue; 1st—cause fear, doom, protection from chaos, reduce
person, sanctuary; 2nd—scorching ray, silence, spectral hand,
spiritual weapon (spiked chain); 3rd—inflict serious wounds,
magic circle against evil, summon monster III; 4th—giant
vermin, phantasmal killer.
Telepathy (Su): A couatl can communicate telepathically
with any creature within 90 feet that has an Intelligence score.
The creature can respond to the couatl if it wishes–no com-
mon language is needed.
Awestriking Appearance (Su): Any living creature within
60 feet that catches sight of the rainbow apparition takes 1d4
points of Strength damage, 1d4 points of Dexterity damage,
and 1d4 points of Constitution damage (Fortitude 19 negates).
A creature cannot be affected by this ability of the rainbow
apparition again for 24 hours, whether or not it saved suc-
cessfully.
Corrupting Gaze (Su): The rainbow apparition can make a
gaze attack against all living creatures within 30 ft. Creatures
that meet the apparition’s gaze suffer 2d10 damage and 1d4
Charisma damage (Fortitude 19 negates).
Draining Touch (Su): The rainbow apparition causes 1d4
points of Strength drain each time it hits with its incorporeal
touch attack. On each such successful attack, it gains 5 tem-
porary hit points.
Manifestation (Su): A ghost dwells on the Ethereal Plane
and, as an ethereal creature, it cannot affect or be affected
by anything in the material world. When a ghost manifests,
it partly enters the Material Plane and becomes visible but
incorporeal on the Material Plane. A manifested ghost can be
harmed only by other incorporeal creatures, magic weapons,
or spells, with a 50% chance to ignore any damage from a
corporeal source. A manifested ghost can pass through solid
objects at will, and its own attacks pass through armor. A
manifested ghost always moves silently. A manifested ghost
remains partially on the Ethereal Plane, where it is not in- 9
 corporeal, and can be attacked by opponents on either the
Material Plane or the Ethereal Plane.
When a rainbow apparition is not manifested and is on the
Ethereal Plane, its spells cannot affect targets on the Material
Plane, but they work normally against ethereal targets. When
it manifests, its spells continue to affect ethereal targets and
can affect targets on the Material Plane normally unless the
spells rely on touch. It must use spectral hand to affect mate-
rial targets with touch spells.
Rejuvenation (Su): A destroyed rainbow apparition will
generally restore itself in 2d4 days. Even the most power-
ful spells are usually only temporary solutions. A ghost that
would otherwise be destroyed returns to its old haunts with
a successful level check (1d20 + ghost’s HD) against DC 16.
Setting it to rest forever usually requires destroying or making
harmless whatever it is that the creature guards (which, of
course, it will not let the PCs anywhere near).
Improved Grab (Ex)*: To use this ability, a couatl must hit a
creature of up to two size categories larger with its bite attack.
It can then attempt to start a grapple as a free action without
provoking an attack of opportunity. If it wins the grapple check,
it establishes a hold and can constrict.
Constrict (Ex)*: A couatl deals 2d8+6 points of damage
with a successful grapple check.
Poison (Ex)*: Injury, Fortitude DC 19, initial damage 2d4 Str,
secondary damage 4d4 Str. The save DC is Charisma-based.
Suffocating Night
(Darkmantle + 3HD)
Medium Magical Beast
Hit Dice: 4d10+12 (38 hp)
Initiative: +3
Speed: 20 ft., fly 30 ft. (poor)
Armor Class: 15 (-1 Dex, +6 natural), touch 9, flat-footed 15
Base Attack/Grapple: +4/+9
Attack: Slam +9 melee (1d6+7 bludgeoning)
Full Attack: Slam +9 melee (1d6+7 bludgeoning)
Space/Reach: 5 ft./5 ft.
Special Attacks: Darkness, improved grab, constrict 1d6+7
Special Qualities: Blindsight 90 ft.
Saves: Fort +7, Ref +3, Will +1
Abilities: Str 20, Dex 8, Con 16, Int 2, Wis 10, Cha 10
Skills: Hide +11, Listen +6*, Spot +6*
Feats: Improved Initiative, Hover
Environment: Underground
Organization: Solitary, pair, clutch (3–9), or swarm (6–15)
Challenge Rating: 3
Treasure: None
Alignment: Always neutral
Advancement: 4-9 HD (Medium); 10-17 HD (Large)
Level Adjustment: —
This is an unusually large darkmantle, about seven feet
from the end of its foot to the tips of its tentacles.
Combat
Darkness (Su): Once per day a darkmantle can cause dark-
ness as the darkness spell (caster level 5th). It most often uses
this ability just before attacking.
Improved Grab (Ex): To use this ability, a darkmantle must
hit a Huge or smaller creature with its slam attack. It can then
10 attempt to start a grapple as a free action without provoking
an attack of opportunity.
If it wins the grapple check, it attaches to the opponent’s
upper body, blinding them, and can constrict.
Constrict (Ex): A darkmantle deals 1d6+7 points of blud-
geoningdamage with a successful grapple check.
Blindsight (Ex): A darkmantle can “see” by emitting high-
frequency sounds, inaudible to most other creatures, that
allows it to ascertain objects and creatures within 90 feet.
A silence spell negates this ability and effectively blinds the
darkmantle.
Skills: A darkmantle has a +4 racial bonus on Listen and
Spot checks. These bonuses are lost if its blindsight is negated.
The creature’s variable coloration gives it a +4 racial bonus
on Hide checks.
Howling Haunt (Ghost <Destrachan>)
Large Undead (Augmented Aberration, Incorporeal)
Hit Dice: 8d12 (56 hp)
Initiative: +5
Speed: Fly 30 ft. (perfect)
Armor Class (manifested): 13 (–1 size, +1 Dex, +3 deflection),
touch 13, flat-footed 12
Base Attack/Grapple: +6/—
Attack: Incorporeal touch +7 melee (1d4 Wisdom drain)
Full Attack: Incorporeal touch +7 melee (1d4 Wisdom
drain)
Space/Reach: 10 ft./5 ft.
Special Attacks: Destructive harmonics, draining touch, fright-
ful moan, horrific appearance
Special Qualities: Blindsight 100 ft., immunities, protection
from sonics, rejuvenation, +4 turn resistance
Saves: Fort +5, Ref +5, Will +10
Abilities: Str 18, Dex 12, Con —, Int 12, Wis 18, Cha 16
Skills: Hide +16, Listen +33, Move Silently +7, Search +9,
Survival +9
Feats: Dodge, Improved Initiative, Lightning Reflexes
Environment: Underground
Organization: Solitary or pack (3–5)
Challenge Rating: 10
Treasure: None
Alignment: Usually neutral evil
Advancement: 9–16 HD (Large); 17–24 HD (Huge)
Level Adjustment: —
This creature haunts the passages in a 100-ft. radius
around the spot where it was killed by a cave-in, continuing
to spread woe and pain to all who would pass. Its haunted
realm may also contain some incidental treasure left by those
less fortunate.
The unearthly moan of this creature may be prescribed as
a means of destroying an artifact made of crystal.
Combat
This creature’s tactics have not changed much since it be-
came undead. It prefers to destroy creatures’ weapons and
armor before attacking them directly.
Blindsight (Ex): A howling haunt can use hearing to ascer-
tain all foes within 100 feet as a sighted creature would. A
haunt whose sense of hearing is impaired is effectively blinded,
and all targets are treated as having total concealment.
Destructive Harmonics (Su): A howling haunt can blast
sonic energy in a cone up to 80 feet long. It can also use this
attack to affect any creatures or objects within a 30-foot radius.
It can tune the harmonics of this destructive power to affect
different types of targets. All save DCs are Charisma-based.
 FLESH: Disrupting tissue and rending bone, this attack deals
4d6 points of damage to all within the area (Reflex 17 half). Spirit of Avarice
NERVES: A howling haunt can focus its harmonics to knock (Ghost <Adult blue dragon>)
out foes rather than slay them. This attack deals 6d6 points of
nonlethal damage to all within the area (Reflex 17 half). Huge Undead (Augmented Dragon, Earth, Incorporeal)
MATERIAL: When using this form of harmonics, a howling Hit Dice: 21d12 (142 hp)
haunt chooses wood, stone, metal, or glass. All objects made Initiative: +4
of that material within the area must succeed on a DC 17 For- Speed: Fly 150 ft. (perfect)
titude save or shatter. Objects (or portions of objects) that have Armor Class (manifested): 11 (-2 size, +3 deflection), touch
up to 30 hit points are potentially affected by this attack. 11, flat-footed 11
Draining Touch (Su): A howling haunt that hits a living Base Attack/Grapple: +21/—
target with its incorporeal touch attack drains 1d4 points from Attack: Incorporeal touch +20 melee (3d6 negative energy)
its target’s Wisdom score. On each such successful attack, the Full Attack: Incorporeal touch +20 melee (3d6 negative energy)
ghost heals 5 points of damage to itself. Space/Reach: 15 ft./15 ft.
Frightful Moan (Su): A howling haunt can emit a frightful Special Attacks: Breath weapon, corrupting touch, frightful
moan as a standard action. All living creatures within a 30-foot presence, horrific appearance, manifestation, spells, spell-
spread must succeed on a DC 17 Will save or become panicked like abilities, telekinesis
for 2d4 rounds. This is a sonic necromantic mind-affecting fear Special Qualities: Blindsense 60 ft., damage reduction 5/cold
effect. A creature that successfully saves against the moan can- iron, immunities, rejuvenation, sound imitation, spell re-
not be affected by the same ghost’s moan for 24 hours. sistance 21, +4 turn resistance, undead traits
Horrific Appearance (Su): Any living creature within 60 Saves: Fort +12, Ref +12, Will +15
feet that views a howling haunt must succeed on a DC 17 Abilities: Str 27, Dex 10, Con —, Int 16, Wis 17, Cha 20
Fortitude save or immediately take 1d4 points of Strength Skills: Bluff +18, Concentration +29, Hide +13, Listen +27, Search
damage, 1d4 points of Dexterity damage, and 1d4 points of +27, Spellcraft +21, Spot +27, Use Magic Device +27
Constitution damage. A creature that successfully saves against Feats: Ability Focus [breath weapon], Ability Focus [horrific
this effect cannot be affected by the same ghost’s horrific ap- appearance], Alertness, Blind-Fight, Flyby Attack, Improved
pearance for 24 hours. Initiative, Improved Natural Attack [incorporeal touch],
Immunities: Howling haunts have immunity to gaze at- Weapon Focus [incorporeal touch]
tacks, visual effects, illusions, and other attack forms that Environment: An isolated desert cavern
rely on sight. Organization: Solitary
Manifestation (Su): A ghost dwells on the Challenge Rating: 16
Ethereal Plane and, as an ethereal crea- Treasure: 13,000 gp, 600 pp; 25 gems
ture, it cannot affect or be affected by (includes a 7,000 gp pink diamond
anything in the material world. When and a 4,000 gp jacinth; total value
a ghost manifests, it partly enters 17,746 gp), 9 art objects (total
the Material Plane and becomes 4,600 gp); +1 breastplate,
visible but incorporeal on the divine scroll (cause fear,
Material Plane. A manifested lesser restoration, sound
ghost can be harmed only burst), divine scroll (cure
by other incorporeal crea- moderate wounds, ob-
tures, magic weapons, or scuring mist), potion of
spells, with a 50% chance endure elements, potion
to ignore any damage from of delay poison, +1 heavy
a corporeal source. A mani- steel shield, arcane
fested ghost can pass through scroll (enlarge person,
solid objects at will, and its own hideous laughter), potion
attacks pass through armor. A of cure serious wounds,
manifested ghost always moves divine scroll (darkvision,
silently. A manifested ghost can strike with giant vermin), +1 seek-
its touch attack. A manifested ghost remains ing shortbow of dis-
partially on the Ethereal Plane, where it is tance, wand of slow (22
not incorporeal. A manifested ghost can be charges), bracers of armor +5
attacked by opponents on either the Material Alignment: Lawful Evil
Plane or the Ethereal Plane. Advancement: 22-23 HD (adult)
A ghost has two home planes, the Material Level Adjustment: —
Plane and the Ethereal Plane. It is not considered extraplanar
when on either of these planes. This covetous dragon was so obsessed with the size and
Protection from Sonics (Ex): While they can be affected sanctity of its hoard that it would not even leave it in death.
by loud noises and sonic spells (such as ghost sound or si- The easiest way to work it into an adventure is to leave some
lence), destrachans are less vulnerable to sonic attacks (+4 object that the PCs require tucked into its treasure. Keep in
circumstance bonus on all saves) because they can protect mind that even though it cannot leave, it is resourceful and
their ears. may find ways to pursue the PCs through third parties. It is
Skills: A howling haunt has a +10 racial bonus on Listen also lawful in its bent and may consider certain bargains if it
checks. is not in the best position of strength.
11
 Combat
Breath Weapon (Su): 100-ft. line, 12d8 electricity, Reflex
27 half, every 1d4 rounds.
Frightful Presence (Ex): This ability takes effect automati-
cally whenever the dragon attacks, charges, or flies overhead.
Creatures within a radius of 180 ft. are subject to the effect if
they have fewer than 21 HD. A potentially affected creature
that succeeds on a DC 25 Will save remains immune to that
dragon’s frightful presence for 24 hours. On a failure, creatures
with 4 or less HD become panicked for 4d6 rounds and those
with 5 or more HD become shaken for 4d6 rounds. Dragons
ignore the frightful presence of other dragons.
Horrific Appearance (Su): Any living creature within 60
feet that views a spirit of avarice must succeed on a DC 27
Fortitude save or immediately take 1d4 points of Strength
damage, 1d4 points of Dexterity damage, and 1d4 points of
Constitution damage. A creature that successfully saves against
this effect cannot be affected by the spirit of avarice’s horrific
appearance for 24 hours.
Immunities (Ex): a spirit of avarice is immune to sleep,
paralysis, and electricity.
Manifestation (Su): A ghost dwells on the Ethereal Plane
and, as an ethereal creature, it cannot affect or be affected
by anything in the material world. When a ghost manifests,
it partly enters the Material Plane and becomes visible but
incorporeal on the Material Plane. A manifested ghost can be
harmed only by other incorporeal creatures, magic weapons,
or spells, with a 50% chance to ignore any damage from a
corporeal source. A manifested ghost can pass through solid
objects at will, and its own attacks pass through armor. A
manifested ghost always moves silently. A manifested ghost
can strike with its touch attack. A manifested ghost remains
partially on the Ethereal Plane, where it is not incorporeal. A
manifested ghost can be attacked by opponents on either the
Material Plane or the Ethereal Plane.
When a spellcasting ghost is not manifested and is on the
Ethereal Plane, its spells cannot affect targets on the Material
Plane, but they work normally against ethereal targets. When
a spellcasting ghost manifests, its spells continue to affect
ethereal targets and can affect targets on the Material Plane
normally unless the spells rely on touch.
Telekinesis (Su): A spirit of avarice can use telekinesis as a
standard action (caster level 21st). When it uses this power,
it must wait 1d4 rounds before using it again.
The spirit of avarice typically uses this power to shape and
manipulate its hoard, swallowing enemies into it or buffeting
them with sharp gems or ancient weapons.
Spell-like Abilities: 3/day—create/destroy water (DC 25),
ventriloquism.
Sound Imitation (Ex): A spirit of avarice can mimic any
voice or sound it has heard, anytime it likes. Listeners must
succeed on a Will save (DC 25) to detect the ruse.
Sorcerer Spells (6/8/5, caster level 5th, save DC 15 + spell
level): 0—acid splash, arcane mark, daze, detect magic, guid-
ance, read magic; 1st—entropic shield, curse water, remove
fear, mage armor; 2nd—hold person, flaming sphere.
Rules Flag
Because a ghost cannot generally be struck by non-
magical weapons in any case, the spirit of avarice’s damage
reduction has been changed to cold iron, the traditional ward
12 against supernatural threats. Also, its corrupting touch attack
has been increased in damage due to its size.
Divine Mystic (Half-celestial <Elf>)
Medium Outsider (Augmented humanoid, Elf, Good, Native),
Drd4/Sor5/Mystic Theurge 3
Hit Dice: 4d8+8d4+12 (53 hp)
Initiative: +1
Speed: 30 ft., fly 60 ft. (good)
Armor Class: 17 (+2 Dex, +1 natural, +4 force armor), touch
12, flat-footed 15
Base Attack/Grapple: +6/+7
Attack: Shortspear +10 melee (1d6+4 good magic piercing, x3)
Full Attack: Shortspear +10/+5 melee (1d6+4 good magic
piercing, x3)
Space/Reach: 5 ft./5 ft.
Special Attacks: Spell-like abilities, smite evil +12, spells
Special Qualities: Damage reduction 10/magic, darkvision
60 ft., elf traits (immune to sleep, low-light vision), energy
resistance (acid 10, cold 10, electricity 10), immune to
disease, nature sense, resist Nature’s lure, save bonuses,
spell resistance 22, trackless step, wild empathy +12*,
woodland stride
Saves: Fort +7, Ref +8, Will +16
Abilities: Str 12, Dex 16, Con 12, Int 15, Wis 20, Cha 20
Skills: Concentration +16, Diplomacy +18*, Knowledge [ar-
cana] +10, Knowledge [nature] +9, Knowledge [religion]
+11, Sense Motive +10, Spellcraft +17, Survival +12
Feats: Extend Spell, Greater Spell Penetration, Lightning Re-
flexes, Negotiator, Spell Penetration
Challenge Rating: 15
Treasure: 300 pp; 2 art objects (2,000 gp, 100 gp); +3 short-
spear, necklace of fireballs type VII, circlet of persuasion,
bracers of armor +4
Alignment: Neutral good
Level Adjustment: +4
*The circlet of persuasion adds a +3 bonus to the divine
mystic’s wild empathy and Diplomacy checks.
This elven master of magic has the sharp, neat wings of a
falcon, and her eyes shine ice-blue.
She is thoroughly devoted to good, of course, but occa-
sionally can be sidetracked absent-mindedly by the desire for
magical knowledge.
She most likely appears as an ally to heroic adventurers
(who may or may not be the PCs).
Combat
Any weapon the divine mystic wields overcomes damage
reduction as a good-aligned weapon.
Save Bonuses (Ex): The divine mystic has a +2 bonus to
saving throws against enchantment spells and effects, and a
+4 bonus on saving throws against poison.
Spell-like Abilities (caster level 12): At will—daylight; 3/
day—protection from evil; 1/day—bless, aid, detect evil, cure
serious wounds (DC 18), neutralize poison, holy smite (DC 19),
remove disease, dispel evil (DC 20), holy word (DC 22).
Nature Sense (Ex): The divine mystic has a +2 bonus on
Knowledge [nature] and Survival checks.
Wild Empathy (Ex): The divine mystic can improve the at-
titude of an animal. This ability functions just like a Diplomacy
check made to improve the attitude of a person. The mystic
rolls 1d20 and adds her druid level and her Charisma modifier
to determine the wild empathy check result.
The divine mystic can also use this ability to influence a
magical beast with an Intelligence score of 1 or 2, but she
takes a –4 penalty on the check.
 Woodland Stride (Ex): The divine mystic may move through
any sort of undergrowth (such as natural thorns, briars, over-
grown areas, and similar terrain) at her normal speed and
without taking damage or suffering any other impairment.
However, thorns, briars, and overgrown areas that have been
magically manipulated to impede motion still affect her.
Trackless Step (Ex):The divine mystic leaves no trail in natu-
ral surroundings and cannot be tracked. She may choose to
leave a trail if so desired.
Resist Nature’s Lure (Ex): The divine mystic gains a +4
bonus on saving throws against the spell-like abilities of fey.
Druid Spells (6/6/4/3/2, caster level 7th, save DC 15 + spell
level): 0—create water, cure minor wounds x2, guidance, pu-
rify food and drink, resistance; 1st—magic fang, entangle, cure
light wounds, jump, speak with animals, endure elements;
2nd—barkskin, flaming sphere, lesser restoration, tree shape;
3rd—call lightning, water breathing, wind wall; 4th—flame
strike, repel vermin.
Sorcerer Spells (6/8/7/6/4, caster level 8th, save DC 15 +
spell level): 0—resistance, detect poison, detect magic, daze,
disrupt undead, mending, arcane mark, message; 1st—ani-
mate rope, identify, hold portal, detect undead, magic missile;
2nd—arcane lock, touch of idiocy, rope trick; 3rd—dispel
magic, greater magic weapon; 4th—polymorph.
Familiar
Red Hawk: Tiny Magical Beast 12; 26 hp; +3 init; Spd 10 ft.,
fly 60 ft. (average); AC 20 (t15/ff17); BA/Gr +6/–4; Atk Talons
+11 melee (1d4–2 slashing); Sp/Re 2-1/2 ft./0 ft.; SA Deliver
touch spells; SQ Low-light vision, improved evasion, empathic
link, speak with master; Saves: Fort +6, Ref +6, Will +13; Abl
Str 6, Dex 17, Con 10, Int 8, Wis 14, Cha 6; Skills: Listen +4,
Spot +16; Feats: Alertness, Weapon FinesseB.
Companion
Horned Owl: Tiny Animal 3; 13 hp; +3 init; Spd 10 ft., fly
40 ft. (average); AC 19 (t15/ff16); BA/Gr +1/–10; Atk Talons
+6 melee (1d4–3 slashing); Sp/Re 2-1/2 ft./0 ft.; SQ Low-light
vision, evasion, share spell, link; Saves Fort+2 Ref+5 Will+2;
Abl Str 4, Dex 17, Con 10, Int 2, Wis 14, Cha 4; Skills: Listen
+15, Move Silently +17, Spot +7*; Feats: Alertness, Weapon
FinesseB.
Scion of the abyss
(Lich <Half-fiend <Dark elf> Wizard>)
Medium Undead (Augmented Outsider, Elf, Evil, Native),
Wiz15
Hit Dice: 15d12 (103 hp)
Initiative: +4
Speed: 30 ft., fly 30 ft. (average)
Armor Class: 23 (+4 Dex, +7 natural, +2 deflection) touch
16, flat-footed 19
Base Attack/Grapple: +7/+9
Attack: Rapier +13 melee (1d6+2 magic evil piercing plus 1
Con, 18-20) or touch +11 melee (1d8+5 negative energy
plus paralysis)
Full Attack: Rapier +13/+8 melee (1d6+2 magic evil piercing
plus 1 Con, 18-20) and touch +4 melee (1d8+5 negative
energy plus paralysis) or 2 claws +11 melee (1d4+2 magic
evil slashing) and bite +6 melee (1d6+1 magic evil piercing
plus 1d8+5 negative energy)
Space/Reach: 5 ft./5 ft.
Special Attacks: Fear aura, paralyzing touch, smite good +15,
spell-like abilities, turn resistance +4
Special Qualities: Damage reduction 15/bludgeoning and
magic, drow traits (darkvision 120 ft., light blindness),
energy resistance (acid 10, fire 10), immunities (cold,
electricity, polymorph attacks, mind-affecting attacks),
spell resistance 26, undead traits
Saves: Fort +5, Ref +9, Will +13*
Abilities: Str 14, Dex 18, Con —, Int 23, Wis 18, Cha 20
Skills: Concentration +23, Decipher Script +24, Hide +12,
Knowledge [arcana] +24, Knowledge [the planes] +24,
Knowledge [religion] +24, Listen +12, Move Silently +12,
Search +14, Sense Motive +12, Spellcraft +26 (+28 deci-
phering scrolls), Spot +12, Survival +4 (+6 on other planes),
Use Magic Device +14 (+16 using scrolls)
Feats: Combat Expertise, Empower SpellB, Forge RingB, Greater
Spell Penetration, Improved Familiar, Scribe ScrollB, Silent
SpellB, Spell Penetration, Weapon Finesse
Environment: Underground
Organization: Solitary
Challenge Rating: 21
Treasure: 3,100 pp; 26 art objects (total value: 19,385 gp);
rod of maximize spell, wand of fear (30 charges), ring
of protection +2, amulet of natural armor +2, rapier of
puncturing; spellbook (1st—alarm, burning hands, cause
fear, charm person, enlarge person, floating disk, magic
missile, protection from chaos/evil/good/law; 2nd—false
life, flaming sphere, gust of wind, hypnotic pattern, protec-
tion from arrows, resist energy, scorching ray, spider climb,
summon monster II, whispering wind; 3rd—clairaudience/
clairvoyance, daylight, deep slumber, flame arrow, invis-
ibility sphere, magic circle against chaos/evil/good/law,
protection from energy, rage, slow, stinking cloud, sugges-
tion, water breathing; 4th—dimension door, mass enlarge
person, fear, polymorph, shadow conjuration, wall of fire;
5th—break enchantment, interposing hand, overland flight,
wall of stone; 6th—disintegrate, mass fox’s cunning, mass
owl’s wisdom, repulsion, true seeing, veil; 7th—project
image, spell turning; 8th—incendiary cloud, moment of
prescience, temporal stasis)
Alignment: Neutral evil
Advancement: By character class
Level Adjustment: +10
* A scion of the abyss has a +2 bonus to Will saves against
spells and spell-like effects.
Combat
A scion of the abyss’s natural weapons overcome dam-
age reduction as magic weapons. Any weapons it wields
(including its natural weapons) overcome damage reduction
as evil-aligned weapons.
Fear Aura (Su): Liches are shrouded in a dreadful aura of
death and evil. Creatures of less than 5 HD in a 60-foot radius
that look at the scion of the abyss must succeed on a DC 22
Will save or be panicked for 15 rounds. A creature that suc-
cessfully saves is shaken for 1 round but cannot be affected
again by the scion’s aura for 24 hours.
Paralyzing Touch (Su): Any living creature a scion of the
abyss hits with its touch attack must succeed on a DC 22
Fortitude save or be permanently paralyzed. Remove paralysis
or any spell that can remove a curse can free the victim. The
effect cannot be dispelled. Anyone paralyzed by a lich seems
dead, though a DC 20 Spot check or a DC 15 Heal check
reveals that the victim is still alive. 13
 Smite Good (Su): Once per day the scion of the abyss can
make one melee attack as a smite attack, which deals +15
damage if it strikes a good target. The extra damage is equal
to its HD.
Wizard Spells (4/6/6/5/5/5/4/2/1, caster level 15, save DC
15 + spell level): 0—ray of frost, mage hand, acid splash,
flare, read magic, daze; 1st—burning hands, silent detect
magic, floating disk, magic missile x2, protection from good;
2nd—summon monster II, scorching ray x2, hypnotic pat-
tern, silent charm person, whispering wind; 3rd—magic circle
against law, stinking cloud, deep slumber, suggestion, daylight;
4th—empowered scorching ray, shadow conjuration, wall of
fire, silent invisibility sphere, dimension door; 5th—interposing
hand, wall of stone x2, break enchantment, silent polymorph;
6th—true seeing, disintegrate, veil, empowered wall of fire;
7th—project image, spell turning; 8th—temporal stasis.
Spell-like Abilities (caster level 15): 4/day—darkness;
3/day—poison (DC 18), unholy aura (DC 22); 1/day—blas-
phemy (DC 21), contagion (DC 17), dancing lights, desecrate,
faerie fire, horrid wilting (DC 22), unhallow (DC 19), unholy
blight (DC 18).
Hero of the Hive
(Half-celestial <Myrmarch formian>)
Large Outsider (Lawful, Extraplanar, Good)
Hit Dice: 12d8+72 (126 hp)
Initiative: +9
Speed: 50 ft., fly 100 ft. (good)
Armor Class: 30 (-1 size, +5 Dex, +16 natural), touch 14,
flat-footed 25
Base Attack/Grapple: +12/+22
Attack: Sting +17 melee (2d4+6 lawful good magic piercing
plus poison) or javelin +16 ranged [30 ft.] (1d6+6 piercing
[plus poison])
Full Attack: Sting +17 melee (2d4+6 lawful good magic pierc-
ing plus poison) and bite +15 melee (2d6+4 lawful good
magic piercing); or javelin +16/+11 ranged [30 ft.] (1d6+6
piercing [plus poison])
Space/Reach: 10 ft./5 ft.
Special Attacks: Poison, spell-like abilities, smite evil +12
Special Qualities: Damage reduction 10/magic, darkvision 60
ft., fast healing 2, hive mind, immunities (disease, poison,
petrification, cold), energy resistance (acid 10, electricity
10, fire 10, sonic 10), spell resistance 25
Saves: Fort +14, Ref +13, Will +13
Abilities: Str 23, Dex 20, Con 22, Int 18, Wis 20, Cha 21
Skills: Climb +21, Concentration +20, Diplomacy +22, Hide
+16, Knowledge [arcana] +19, Knowledge [the planes]
+16, Listen +20, Move Silently +20, Search +19, Sense
Motive +20, Spot +20, Survival +5 (+7 following tracks)
Feats: Dodge, Improved Initiative, Mobility, Multiattack,
Spring Attack
Environment: A lawful-aligned plane
Organization: Solitary, team (1 plus 1 normal myrmarch) or
platoon (1 plus 7 workers and 6 warriors)
Challenge Rating: 13
Treasure: Standard
Alignment: Always lawful good
Advancement: 13HD (Large); 19HD (Huge)
Level Adjustment: —
This iridescent insectoid was hatched from an egg blessed
14 by a powerful archon. Its carapace shines, and it sports a
brilliant set of butterfly wings.
Its position in the hive is usually somewhat less clearly
defined, for while it champions leadership and justice, it
seeks to temper these virtues with beneficence, and prosper-
ous concern for those beneath it.
Combat
Like most myrmarchs, the hero of the hive sometimes uses
javelins for ranged attacks, coated with poison from its stinger.
It is an awesome opponent of abyssal creatures in particular,
but will also champion its people against devils.
The hero of the hive’s natural weapons, as well as any weapons
it wields, are treated as lawful-aligned and good-aligned for the
purpose of overcoming damage reduction. Its natural weapons
also overcome damage reduction as magic weapons.
Smite Evil (Su): Once per day, the hero of the hive can
make a single melee attack as a smite attack; this attack deals
+12 damage if it strikes an evil opponent. The extra damage
is equal to its HD.)
Poison (Ex): Injury, Fortitude DC 22, initial and secondary
damage 2d6 Dex. The save DC is Constitution-based.
Spell-Like Abilities: At will—charm monster (DC 19),
clairaudience/clairvoyance, daylight, detect chaos, detect
thoughts (DC 17), magic circle against chaos, greater teleport;
3/day—protection from evil; 1/day—aid, bless, cure serious
wounds, detect evil, dictum (DC 22), dispel evil (DC 20), holy
smite (DC 19), holy word (DC 22), neutralize poison, order’s
wrath (DC 19), remove disease. Caster level 12th. The save
DCs are Charisma-based.
Ancient Watcher (Gargoyle + 8HD)
Large Monstrous Humanoid (Earth)
Hit Dice: 12d8+75 (129 hp)
Initiative: +2
Speed: 40 ft., fly 60 ft. (average)
Armor Class: 17 (-1 size, +2 Dex, +6 natural), touch 11,
flat-footed 15
Base Attack/Grapple: +12/+20
Attack: Claw +17 melee (1d8+6 magic slashing)
Full Attack: 2 claws +17 melee (1d8+6 magic slashing) and
bite +15 melee (1d8+3 magic piercing) and gore +15 melee
(1d8+3 magic piercing)
Space/Reach: 10 ft./10 ft.
Special Attacks: —
Special Qualities: Damage reduction 10/magic, darkvision
60 ft., freeze
Saves: Fort +12, Ref +10, Will +8
Abilities: Str 23, Dex 14, Con 22, Int 6, Wis 11, Cha 7
Skills: Hide +7*, Listen +6, Spot +6
Feats: Great Fortitude, Improved Natural Attack [claw], Mul-
tiattack, Power Attack, Toughness
Environment: Any
Organization: Solitary, pair, or wing (1-2 plus 6–20 regular
gargoyles)
Challenge Rating: 7
Treasure: Standard
Alignment: Usually chaotic evil
Advancement: —
Level Adjustment: +5
Ancient watchers may simply be well-grown, elder gar-
goyles, or they may be bound into some kind of guardianship
or servitude.
If the horn of an ancient watcher is ground and added to
the granite and diamond dust used to cast a stoneskin spell,
 the spell grants damage reduction 15/adamantine and absorbs
a total of 250 points before discharged.
Combat
The ancient watcher is less likely to wait from a hidden
place and more likely to be planted in front of a door or cave,
guarding the contents. They sometimes watch and control nar-
row mountain passes as trolls are said to watch bridges.
Any gargoyle’s natural weapons are treated as magic weap-
ons for the purpose of overcoming damage reduction.
Freeze (Ex): An ancient watcher can hold itself so still it
appears to be a statue. An observer must succeed on a DC 20
Spot check to notice the watcher is really alive.
Skills: Gargoyles have a +2 racial bonus on Hide, Listen,
and Spot checks. *The Hide bonus increases by +8 when a
gargoyle is concealed against a background of stone.
Treasure: 3,000 gp; 1,000 gp worth of gems, 825 gp worth
or small portable art objects (with the lich’s phylactery
hidden among them); divine scroll (detect chaos, magic
stone, summon monster II), divine scroll (command,
flaming sphere, shillelagh), divine scroll (detect snares
and pits, sanctuary), divine scroll (summon monster
I, summon swarm, water walk); *boots of striding and
springing; †+2 half-plate of fire resistance, +2 wounding
frost scythe; the haft of the scythe is a staff of necromancy
with 35 charges.
Alignment: Chaotic evil
Advancement: By character class
Level Adjustment: +5
The death jackal is a dreadful ravager, a classic villain
whose raison d’etre is the continued spread of destruction
and misery. It has gotten very good at it.

Death Jackal (Lich <Gnoll Cleric>) Combat

Medium Undead (Augmented humanoid, The death jackal prefers to send undead troops against a
Gnoll), Clr12 village or location en masse, spreading as much terror as
Hit Dice: 14d12 possible before revealing itself to crush any remain-
(96 hp) ing hope in the survivors. It prefers to pick foes off
Initiative: +2 one at a time so that their comrades can
Speed: 40 ft.* watch their defeat.
Armor Class: 26 (+2 Dex, Cleric Spells (6/6+d/5+d/5+d/3+d/
+5 natural, +9 half 3+d/2+d, caster level 12th, save DC
plate), touch 12, flat- 14 + spell level): 0—detect magic x2,
footed 24 guidance x2, light x2; 1st—bane, cause fearD,
Base Attack/Grapple: deathwatch, doom, entropic shield, protection
+10/+12 from good, shield of faith; 2nd—align weapon,
Attack: +2 wounding darkness, death knell, desecrate, owl’s widom,
frost scythe +15 melee spiritual weaponD; 3rd—animate deadD, blindness/
(2d4+4 magic piercing deafness, contagion, dispel magic, invisibility purge,
+1d6 cold + 1 Con, summon monster III; 4th—dimensional anchor, dis-
19-20/x4) or touch +12 missal, divine powerD, giant vermin; 5th—dispel good,
melee (1d8+5 negative flame strikeD, insect plague, unhallow; 6th—blade bar-
energy plus paralysis) rierD, harm, summon monster VI. The death jackal can
Full Attack: +2 wounding spontaneously exchanged prepared spells for inflict
frost scythe +15/+10 spells of equal or lower level. Summon monster spells
melee (2d4+4 magic are typically employed to summon fiendish dire wolver-
piercing +1d6 cold + ines, howlers, or fiendish hyenas. D-Domain spell.
1 Con, 19-20/x4) Fear Aura (Su): The death jackal is shrouded in a dread-
Space/Reach: 5 ft./5 ft. ful aura of death and evil. Creatures of less than 5 HD
Special Attacks: Rebuke in a 60-foot radius that look at it must succeed on a Will
undead, death touch save (DC 17) or be panicked for 14 rounds. A creature
12d6 1/day, fear aura, that saves cannot be affected again by the death jackal’s
paralyzing touch, aura for 24 hours.
spells Paralyzing Touch (Su): Any living creature hit by the death
Special Qualities: Damage reduction 15/bludgeoning and jackal’s touch attack must succeed on a Fortitude save (DC 17)
magic, darkvision 60 ft., energy resistance (fire 10†), im- or be permanently paralyzed. Remove paralysis or any spell
munities (cold, electricity, polymorph attacks), +4 turn that can remove a curse can free the victim.
resistance, undead traits The effect cannot be dispelled. Anyone paralyzed by a lich
Saves: Fort +11, Ref +5, Will +10 seems dead, though a DC 20 Spot check or a DC 15 Heal
Abilities: Str 14, Dex 14, Con —, Int 12, Wis 18, Cha 12 check reveals that the victim is still alive.
Skills: Concentration +17, Hide +10, Jump +7, Listen +15, Undead Traits: Immune to all mind-affecting effects
Move Silently +10, Search +11, Sense Motive +12, Spell- (charms, compulsions, phantasms, patterns, and morale
craft +7, Spot +15 effects); Immune to poison, sleep effects, paralysis, stun-
Feats: Power Attack, Cleave, Craft Staff, Craft Wondrous Item, ning, disease, and death effects; Not subject to critical hits,
Improved Critical [scythe], Martial Weapon Proficiency nonlethal damage, ability drain, or energy drain; immune to
[scythe]B, Weapon Focus [scythe]B damage to its physical ability scores (Strength, Dexterity, and
Environment: Warm plains Constitution), as well as to fatigue and exhaustion effects;
Organization: Solitary or coterie (1 plus 2d4 ghouls plus 3d6 healed by negative energy such as inflict spells; not at risk of
gnoll zombies)
Challenge Rating: 15
death from massive damage, but when reduced to 0 hit points
or less, it is immediately destroyed. 15
 Nightflyer (Lycanthrope (Dire bat - 2HD) <Gnome>)
Gnome Form Hybrid Form Bat Form
Small Humanoid (Gnome, Medium Humanoid (Gnome, Medium Humanoid (Gnome,
Shapechanger), Rog1 Shapechanger), Rog1 Shapechanger), Rog1
Hit Dice: 1d6+2d8 (15 hp) 1d6+2d8+3 (18 hp) 1d6+2d8+3 (18 hp)
Initiative: +1 +6 +7
Speed: 20 ft. 20 ft., fly 20 ft. (average) 20 ft., fly 40 ft. (good)
Armor Class: 16 (+1 size, +1 Dex, +2 leather, 23 (+6 Dex, +2 leather, +5 23 (+7 Dex, +5 natural), touch
+2 natural), touch 12, flat- natural), touch 16, flat-footed 18, flat-footed 15
footed 15 17
Base Attack/Grapple: +1/-4 +1/+0 +1/+0
Attack: Heavy mace +1 melee (1d6-1 Claw +0 melee (1d4-1 slashing) Bite +0 melee (1d6-1 piercing)
bludgeoning) or light crossbow or light crossbow +5 ranged [80
+2 ranged [80 ft.] (1d6 piercing, ft.] (1d6 piercing, 19-20)
19-20)
Full Attack: Heavy mace +1 melee (1d6-1 2 claws +0 melee (1d4-1 slashing) Bite +0 melee (1d6-1 piercing)
bludgeoning) or light crossbow and bite -5 melee (1d6-1 piercing)
+2 ranged [80 ft.] (1d6 piercing, or light crossbow +5 ranged [80
19-20) ft.] (1d6 piercing, 19-20)
Space/Reach: 5 ft./5 ft. 5 ft./5 ft. 5 ft./5 ft.
Special Attacks: Sneak attack +1d6, spell-like Sneak attack +1d6, spell-like Sneak attack +1d6, spell-like
abilities abilities abilities
Special Qualities: Alternate form, blindsense 40 Alternate form, blindsense 40 Alternate form, blindsense 40
ft., low-light vision, +2 vs. illu- ft., damage reduction 5/silver, ft., damage reduction 5/silver,
sions, trapfinding low-light vision, +2 vs. illu- low-light vision, +2 vs. illu-
sions, trapfinding sions, trapfinding
Saves: Fort +3, Ref +5, Will +3 Fort +4, Ref +10, Will +3 Fort +4, Ref +11, Will +3
Abilities: Str 8, Dex 12, Con 10, Int 11, Str 8, Dex 24, Con 12, Int 11, Str 8, Dex 24, Con 12, Int 11,
Wis 11, Cha 13 Wis 11, Cha 13 Wis 11, Cha 13
Skills: Balance +7, Bluff +5, Disguise Balance +12, Bluff +5, Dis- Balance +13, Bluff +5, Disguise
+5, Escape Artist +7, Hide +7, guise +5, Escape Artist +12, +5, Escape Artist +13, Hide
Knowledge [local] +4, Listen Hide +12, Knowledge [local] +13, Knowledge [local] +4,
+6*, Move Silently +5, Open +4, Listen +6*, Move Silently Listen +6*, Move Silently +11,
Lock +5, Sleight of Hand +5, +10, Open Lock +10, Sleight of Open Lock +11**, Sleight of
Spot +6 Hand +10, Spot +4* Hand +11**, Spot +4*
Feats: Agile, Iron WillB, Stealthy Agile, Iron WillB, Stealthy Agile, Iron WillB, Stealthy
Environment: Temperate Hills Changing form with this ability is a standard action.
Organization: Solitary A slain lycanthrope reverts to its humanoid form, although
Challenge Rating: 3 it remains dead. Separated body parts retain their animal form,
Treasure: Standard however.
Alignment: Usually chaotic neutral Blindsense (Ex): A nightflyer uses echolocation to pinpoint
Advancement: by character class creatures within 40 feet. Opponents still have total concealment
Level Adjustment: +2 against the lycanthrope unless it can actually see them.
Skills: *Nightflyers have a +4 racial bonus on Spot and Lis-
This creature is typically concealed in a gnomish commu- ten checks. These bonuses are lost if its blindsense is negated.
nity but may have ventured into the world as an adventurer. **These skills require hands to use effectively and can’t be
It is not cruel or inhumane, but is unpredictable and basically used in animal form.
self-interested. Being able to fly and find its way in the dark
gives it a decided advantage as a burglar.
Vicarious Wyrmling
Combat (Half-dragon (Copper) <Halfling Fighter>)
Spell-like Abilities: 1/day—speak with animals, dancing Small Dragon (Augmented humanoid, Halfling), Ftr 4
lights, ghost sound, prestidigitation. Hit Dice: 4d10+8 (34 hp)
Alternate Form (Su): A nightflyer can shift into dire bat Initiative: +7
form as though using the polymorph spell on itself, though Speed: 20 ft.
its gear is not affected, it does not regain hit points for chang- Armor Class: 20 (+1 size, +3 Dex, +2 force armor, +4 natural),
ing form, and only dire bat form can be assumed. It does not touch 14, flat-footed 17
assume the ability scores of the animal, but instead adds the Base Attack/Grapple: +4/+5
animal’s physical ability score modifiers to its own ability Attack: Claw +11 melee (1d4+7 slashing)

16 scores. A nightflyer also can assume a bipedal hybrid form

with prehensile hands and animalistic features.
Full Attack: 2 claws +11 melee (1d4+7 slashing) and bite +5
melee (1d4+2 piercing)
 Space/Reach: 5 ft./5 ft.
Special Attacks: Breath weapon
Special Qualities: Halfling traits, immunity to acid
Saves: Fort +7, Ref +5, Will +1*
Abilities: Str 21, Dex 16, Con 14, Int 12, Wis 8, Cha 12
Skills: Bluff +3, Climb +12, Hide +7, Intimidate +4, Jump +12,
Listen +1, Move Silently +5, Swim +9
Feats: Combat Reflexes, Improved Natural Attack [claw],
Weapon Focus [claw], Improved Initiative, Weapon Spe-
cialization [claw]
Challenge Rating: 6
Treasure: Bracers of armor +2, elixir of fire breath, potion of
cure moderate wounds
Alignment: Chaotic good
Level Adjustment: +3
* A vicarious wyrmling receives a +2 morale bonus on saves
against fear effects.
This pint-size terror is out to live the good life; he’s a swash-
buckling BON VIVANT, rolling from tavern to pub, and dashing
off on bold adventures and noble causes. He could easily
prove a help to player characters, but it wouldn’t be hard for
them to run afoul of him, either. He’s an excellent surprise for
people who expect a halfling to be a poor fighter.
Combat
The vicarious wyrmling prefers to use his claws, which are
startlingly long. He falls back on his breath weapon only in
a desperate situation.
Breath Weapon (Su): 60-ft. line, 6d8 acid, Ref. 12 half.
Fallen Comtesse
(Ghost <Human Aristocrat>)
Medium Undead (Augmented Humanoid, Human, Incorpo-
real), Ast 2, Brd 2
Hit Dice: 4d12 (30 hp)
Initiative: +2
Speed: Fly 30 ft. (perfect)
Armor Class (manifested): 17 (+2 Dex, +5 deflection), touch
17, flatfooted 17
Base Attack/Grapple: +2/—
Attack: Incorporeal touch +4 melee (1d6 negative energy)
Full Attack: Incorporeal touch +4 melee (1d6 negative energy)
Space/Reach: 5 ft./5 ft.
Special Attacks: Bardic music (countersong, fascinate, inspire
courage +1), corrupting touch, frightful moan, malevo-
lence, manifestation, spells
Special Qualities: Bardic knowledge +5, rejuvenation, +4
turn resistance
Saves: Fort +0, Ref +5, Will +7
Abilities: Str 8, Dex 14, Con —, Int 12, Wis 13, Cha 20
Skills: Appraise +7, Decipher Script +7, Diplomacy +16,
Gather Information +14, Hide +10, Knowledge [local] +6,
Knowledge [history] +7, Knowledge [nobility & royalty] +7,
Listen +9, Search +9, Sense Motive +8, Spot +9
Feats: Blind-Fight, Diligent, Dodge
Environment: A deserted forest or basement
Organization: Solitary
Challenge Rating: 4
Treasure: +1 silver longsword
Alignment: Neutral
Advancement: By character class
Level Adjustment: +5
The Comtesse was murdered and her estate usurped by a
bloodthirsty relative, and her foremost concern is revenge. To
lay her to rest, her usurper must be slain or humiliated beyond
redemption. If she is allowed to participate in this by possess-
ing one of the PCs and taking up her family’s hereditary sword
(the +1 silver longsword listed above), her soul will be purified
and merge with her sword, becoming an intelligent +2 merci-
ful ghost touch silver longsword with the power of speech,
60-ft darkvision and hearing and the following powers: zone of
truth 3/day, bless 3/day, and continual deathwatch. The sword
has an Intellegence of 12, a Wisdom of 13 and a Charisma of
16, and its Ego score is 13. Its alignment is neutral good and
it desires to assist in the dispensation of justice to those who
require it and mercy to those who deserve it.
Combat
Bard Spells (3/1, caster level 2, save DC 15 + spell level):
0—daze, dancing lights, flare, lullaby, open/close; 1st—cure
light wounds, summon monster I.
Corrupting Touch (Su): A ghost that hits a living target
with its incorporeal touch attack deals 1d6 points of dam-
age. Against ethereal opponents, it adds its Strength modifier
to attack and damage rolls. Against nonethereal opponents,
it adds its Dexterity modifier to attack rolls only.
Frightful Moan (Su): A ghost can emit a frightful moan as
a standard action. All living creatures within a 30-foot spread
must succeed on a Will save (DC 17) or become panicked for
2d4 rounds. This is a sonic necromantic mind-affecting fear
effect. A creature that successfully saves against the moan
cannot be affected by the same ghost’s moan for 24 hours.
Malevolence (Su): Once per round, an ethereal ghost
can merge its body with a creature on the Material Plane.
This ability is similar to a magic jar spell (caster level 10th),
except that it does not require a receptacle. To use this abil-
ity, the ghost must be manifested and it must try to move into
the target’s space; moving into the target’s space to use the
malevolence ability does not provoke attacks of opportunity.
The target can resist the attack with a successful Will save
(DC 20). A creature that successfully saves is immune to that
same ghost’s malevolence for 24 hours, and the ghost cannot
enter the target’s space. If the save fails, the ghost vanishes
into the target’s body.
Manifestation (Su): Every ghost has this ability. A ghost
dwells on the Ethereal Plane and, as an ethereal creature, it
cannot affect or be affected by anything in the material world.
When a ghost manifests, it partly enters the Material Plane
and becomes visible but incorporeal on the Material Plane.
A manifested ghost can be harmed only by other incorporeal
creatures, magic weapons, or spells, with a 50% chance to
ignore any damage from a corporeal source. A manifested
ghost can pass through solid objects at will, and its own attacks
pass through armor. A manifested ghost always moves silently.
A manifested ghost can strike with its touch attack or with a
ghost touch weapon. A manifested ghost remains partially on
the Ethereal Plane, where is it not incorporeal.
When a spellcasting ghost is not manifested and is on the
Ethereal Plane, its spells cannot affect targets on the Material
Plane, but they work normally against ethereal targets. When
a spellcasting ghost manifests, its spells continue to affect
ethereal targets and can affect targets on the Material Plane
normally unless the spells rely on touch. A manifested ghost’s
touch spells don’t work on nonethereal targets.
A ghost has two home planes, the Material Plane and the
Ethereal Plane. It is not considered extraplanar when on either
of these planes. 17
 The Baron of Stellwood Manor
(Vampire <Human Adept>)
Medium Undead (Augmented Humanoid, Human), Ast 1,
Adp 4
Hit Dice: 5d12 (38 hp)
Initiative: +7
Speed: 30 ft.
Armor Class: 24 (+3 Dex, +5 chain mail, +6 natural), touch
13, flat-footed 21
Base Attack/Grapple: +2/+5
Attack: Scimitar +6 melee (1d6+3 slashing, 19-20) or light
crossbow +6 ranged [80 ft.] (1d8 piercing, 19-20) or slam
+5 melee (1d6+3 bludgeoning plus energy drain)
Full Attack: Scimitar +5 melee (1d6+3 slashing, 19-20) and
slam +0 melee (1d6+3 bludgeoning plus energy drain) or
light crossbow +6 ranged [80 ft.] (1d8 piercing, 19-20)
Space/Reach: 5 ft./5 ft.
Special Abilities: Blood drain, children of the night, create
spawn, dominate, energy drain, spells
Special Qualities: Alternate form, damage reduction 10/silver
and magic, energy resistance (cold 10, electricity 10), fast
healing 5, gaseous form, spider climb, +4 turn resistance,
vampire weaknesses
Saves: Fort +1, Ref +6, Will +9
Abilities: Str 16, Dex 16, Con —, Int 15, Wis 17, Cha 18
Skills: Bluff +18, Concentration +9, Diplomacy +8, Forgery +5,
Gather Information +6, Hide +11, Intimidate +8, Knowl-
edge [arcana] +6, Listen +13, Move Silently +11, Ride +5,
Search +10, Sense Motive +16, Spellcraft +9, Spot +13,
Use Magic Device +7
Feats: Alertness B, Combat Expertise, Combat ReflexesB,
DodgeB, Improved InitiativeB, Lightning ReflexesB, Magi-
cal Aptitude, Persuasive
Challenge Rating: 6
Treasure: 700 gp, 7,000 sp; potion of owl’s wisdom, divine
scroll (goodberry, jump), masterwork scimitar, masterwork
light crossbow, chain mail.
Alignment: Lawful evil
Level Adjustment: +8
A rustic nobleman, good-looking in a rough way, fond of
hunting and seemingly sympathetic to the plight of his sub-
jects’ disappearing children and family members.
The Baron of Stellwood Manor is an EL 8 encounter if found
with two vampire spawn.
If desired, the Baron can be used as the usurper who dis-
placed the Fallen Comtesse above.
Combat
Adept Spells (3/3/1, caster level 4, save DC 12 + spell level):
0—detect magic, ghost sound, touch of fatigue; 1st—command,
cure light wounds, obscuring mist; 2nd—mirror image.
Blood Drain (Ex): A vampire can suck blood from a living
victim with its fangs by making a successful grapple check. If
it pins the foe, it drains blood, dealing 1d4 points of Constitu-
tion drain each round the pin is maintained. On each such
successful attack, the vampire gains 5 temporary hit points.
Children of the Night (Su): Vampires command the lesser
creatures of the world and once per day can call forth 1d6+1
rat swarms, 1d4+1 bat swarms, or a pack of 3d6 wolves as
a standard action. These creatures arrive in 2d6 rounds and
18 serve the vampire for up to 1 hour.
Dominate (Su): A vampire can crush an opponent’s will
just by looking onto his or her eyes. This requires a standard
action against a single target within 30 ft., and the target may
attempt to avoid it as if it were a gaze attack. The vampire’s
target must succeed on a Will save (DC 16) or fall instantly
under the vampire’s influence as though by a dominate person
spell (caster level 12th). The ability has a range of 30 feet.
Create Spawn (Su): A humanoid or monstrous humanoid
slain by a vampire’s energy drain rises as a vampire spawn
1d4 days after burial.
If the vampire instead drains the victim’s Constitution to 0
or lower, the victim returns as a spawn if it had 4 or less HD
and as a vampire if it had 5 or more HD. In either case, the
new vampire or spawn is under the command of the vampire
that created it and remains enslaved until its master’s destruc-
tion. At any given time a vampire may have enslaved spawn
totaling no more than twice its own Hit Dice; any spawn it
creates that would exceed this limit are created as free-willed
vampires or vampire spawn. A vampire that is enslaved may
create and enslave spawn of its own, so a master vampire can
control a number of lesser vampires in this fashion. A vampire
may voluntarily free an enslaved spawn in order to enslave
a new spawn, but once freed, a vampire or vampire spawn
cannot be enslaved again.
Energy Drain (Su): Living creatures hit by a vampire’s slam
attack gain two negative levels. For each negative level be-
stowed, the vampire gains 5 temporary hit points. A vampire
can use its energy drain ability once per round. The Fortitiude
DC to remove negative levels inflicted by the Baron is 16.
Alternate Form (Su): A vampire can assume the shape of
a bat, dire bat, wolf, or dire wolf as a standard action. This
ability is similar to a polymorph spell cast by a 12th-level
character, except that the vampire does not regain hit points
for changing form and must choose from among the forms
mentioned here. While in its alternate form, the vampire loses
its natural slam attack and dominate ability, but it gains the
natural weapons and extraordinary special attacks of its new
form. It can remain in that form until it assumes another or
until the next sunrise.
Fast Healing (Ex): A vampire heals 5 points of damage each
round so long as it has at least 1 hit point. If reduced to 0 hit
points in combat, it automatically assumes gaseous form and
attempts to escape. It must reach its coffin home within 2 hours
or be utterly destroyed. (It can travel up to nine miles in 2 hours.)
Any additional damage dealt to a vampire forced into gaseous
form has no effect. Once at rest in its coffin, a vampire is help-
less. It regains 1 hit point after 1 hour, then is no longer helpless
and resumes healing at the rate of 5 hit points per round.
Gaseous Form (Su): As a standard action, a vampire can
assume gaseous form at will as the spell (caster level 5th), but
it can remain gaseous indefinitely and has a fly speed of 20
feet with perfect maneuverability.
Spider Climb (Ex): A vampire can climb sheer surfaces as
though with a spider climb spell.
Lizard Guardian
(Lich <Lizardfolk Druid>)
Medium Undead (Augmented Humanoid, Reptilian), Drd 11
Hit Dice: 13d12 (80 hp)
Initiative: +1
Speed: 30 ft.
Armor Class: 17 (+1 Dex, +6 natural), touch 11, flat-footed 16
Base Attack/Grapple: +9/+10
Attack: Claw +10 melee (1d4+1 slashing + 1d8+5 negative
energy) or touch (1d8+5 negative energy plus paralysis)
Full Attack: 2 claws +10 melee (1d4+1 slashing) and bite +8
melee (1d4 piercing + 1d8+5 negative energy); or touch
+8 melee (1d8+5 negative energy plus paralysis)
Special Attacks: Spells, fear aura, paralyzing touch, wild
empathy +9*
Special Qualities: Damage reduction 15/bludgeoning and
magic, immunities (cold, electricity, polymorph attacks,
mind-affecting attacks), nature sense, resist Nature’s lure,
trackless step, +4 turn resistance, wild shape (4/day, Tiny-
Large), woodland stride
Space/Reach: 5 ft./5 ft.
Saves: Fort +7, Ref +7, Will +12
Abilities: Str 12, Dex 12, Con —, Int 16, Wis 20, Cha 15
Skills: Balance +9, Concentration +16, Handle Animal +6*,
Heal +7, Hide +9, Jump +7, Knowledge [nature] +15,
Knowledge [religion] +8, Listen +21, Move Silently +9,
Ride +9, Search +11, Sense Motive +13, Spellcraft +12,
Spot +13, Survival +18, Swim +10
Feats: Multiattack, Natural Spell, Combat Casting, Silent
Spell, Track
Environment: Temperate marshes
Organization: Solitary
Challenge Rating: 14
Treasure: 4,000 gp; 6 gems (1,200 gp, 500
gp, 110 gp, 60 gp, 40 gp, 10 gp: total 1,920
gp); amulet of natural armor +1, ring of coun-
terspells (cure critical wounds), staff of the
woodlands (28 charges)
Alignment: Neutral evil
Advancement: By character class
Level Adjustment: +5
*The lizard guardian’s unnatural aura of
undeath gives him a -4 penalty on all
Handle Animal and wild empathy
checks.
This dread creature has made itself an
eternal protector for its tribe.
The lizardfolk, however,
typically call on it only
in the direst need, since it
often exacts dreadful
prices for its aid or
grants decidedly
two-edged assis-
tance.
Combat
Druid Spells (6/7/5/5/4/4/2, caster level 11, save DC 15
+ spell level): 0—detect magic, detect poison, flare, guid-
ance x2, resistance; 1st—calm animals, detect snares and
pits, entangle, faerie fire, hide from animals, produce flame
x2; 2nd—chill metal, flame blade, fog cloud, hold animal,
soften earth and stone; 3rd—contagion, poison, protection
from energy, sleet storm, spike growth; 4th—blight, dispel
magic, giant vermin, rusting grasp; 5th—baleful bolymorph,
call lightning storm, cure critical wounds, wall of fire; 6th—fire
seeds, ironwood.
Nature Sense (Ex): The lizard guardian has a +2 bonus on
Knowledge [nature] and Survival checks.
Wild Empathy (Ex): The lizard guardian can improve the at-
titude of an animal. This ability functions just like a Diplomacy
check made to improve the attitude of a person. The guardian
rolls 1d20 and adds her druid level and her Charisma modifier
(total +13) to determine the wild empathy check result.
A druid can also use this ability to influence a magical
beast with an Intelligence score of 1 or 2, but she takes a –4
penalty on the check.
Woodland Stride (Ex): The lizard guardian may move
through any sort of undergrowth (such as natural thorns, bri-
ars, overgrown areas, and similar terrain) at his normal speed
and without taking damage or suffering any other impairment.
However, thorns, briars, and overgrown areas that have been
magically manipulated to impede motion still affect him.
Trackless Step (Ex): The lizard guardian leaves no trail in
natural surroundings and cannot be tracked. He may choose
to leave a trail if so desired.
Resist Nature’s Lure (Ex): The lizard guardian has a +4 bonus
on saving throws against the spell-like abilities of fey.
Wild Shape (Su): The lizard guardian can turn herself into
any Tiny, Small, Medium or Large animal and back again up
to four times per day. Her options for new forms
include all creatures with the animal type. This
ability functions like the polymorph spell, except
as noted here. The effect lasts for 1 hour per druid
level, or until she changes back. Changing form
(to animal or back) is a standard action and doesn’t
provoke an attack of opportunity.
The form chosen must be that of an animal the
lizard guardian is familiar with.
A druid loses her ability to speak while in ani-
mal form because she is limited to the sounds that
a normal, untrained animal can make, but she can
communicate normally with other animals of the same
general grouping as her new form.
The new form can’t have more than 11 hit dice.
Fear Aura (Su): Liches are shrouded in a dreadful
aura of death and evil. Creatures of less than 5 HD in
a 60-foot radius that look at the lizard guardian must
succeed on a Will save (DC 18) or become panicked
for up to 12 rounds; creatures that save are shaken for
one round only. A creature that successfully saves can-
not be affected again by the lizard guardian’s aura
for 24 hours.
Paralyzing Touch (Su): Any living creature hit by
the lizard guardian’s touch attack must succeed on a
Fortitude save (DC 18) or be permanently paralyzed.
Remove paralysis or any spell that can remove a
curse can free the victim.
The effect cannot be dispelled. Anyone paralyzed
by a lich seems dead, though a DC 20 Spot check or a
DC 15 Heal check reveals that the victim is still alive.
Skills: Because of their tails, lizardfolk have a +4 racial
bonus on Jump, Swim, and Balance checks. The lizard
guardian’s undead nature gives him a -4 penalty on Handle
Animal checks, and a +8 racial bonus on Hide, Listen, Move
Silently, Search, Sense Motive, and Spot checks.
Animal Companion
Giant Crocodile: Huge Animal 9; 76 hp; +1 init; Spd 20
ft., swim 30 ft.; AC 18 (t9/ff17); BA/Gr +6/+23; Atk Bite +13
melee (3d8+13 piercing) or tail slap +13 melee (1d12+13
bludgeoning); Sp/Re 15/10; SA Improved grab (bite); SQ Eva-
sion, link, hold breath, low-light vision, share spells; Saves
F+10 R+7 W+4; Str 28, Dex 13, Con 19, Int 1, Wis 12, Cha
2; Skills–Hide +3, Listen +5, Spot +5, Swim +16; Feats–Alert-
ness, Endurance, Improved Natural Attack [bite], Skill Focus
[Hide]; CR 5.
This creature is habituated to its master’s undead presence.
It knows five tricks: attack, down, fetch, guard, and work. 19
 Bloodfang (Vampire <Medusa>)
Medium Undead (Augmented monstrous humanoid)
Hit Dice: 6d12 (44 hp)
Initiative: +6
Speed: 30 ft.
Armor Class: 23 (+4 Dex, +9 natural), touch 14, flat-footed 19
Base Attack/Grapple: +6/+9
Attack: Shortbow +10 ranged [60 ft.] (1d6 piercing, x3) or dag-
ger +9 melee (1d4+3 piercing, 19–20) or snakes +9 melee
(1d4+1 magic piercing plus poison and energy drain) or slam
+9 melee (1d6+3 magic bludgeoning plus energy drain)
Full Attack: Shortbow +10/+5 ranged [60 ft.] (1d6 piercing, x3);
or dagger +9/+4 melee (1d4+3 piercing, 19–20) and snakes
+4 melee (1d4+1 plus poison) or snakes +9 melee (1d4+1
magic piercing plus poison and energy drain) and slam +4
melee (1d6+3 magic bludgeoning plus energy drain)
Space/Reach: 5 ft./5 ft.
Special Attacks: Blood drain, children of the night, create
spawn, dominate, energy drain, improved grab, petrifying
gaze, poison
Special Qualities: Alternate form, damage reduction 10/silver
and magic, darkvision 60 ft., energy resistance (cold 10,
electricity 10), fast healing 5, gaseous form, spider climb,
turn resistance +4
Saves: Fort +2, Ref +11, Will +7
Abilities: Str 16, Dex 19, Con —, Int 14, Wis 15, Cha 19
Skills: Bluff +19, Diplomacy +6, Disguise +11 (+13 acting),
Hide +12, Intimidate +6, Listen +12, Move Silently +18,
Search +10, Sense Motive +10, Spot +19
Feats: AlertnessB, Combat ReflexesB, DodgeB, Grappling Attack
[snakes]*, Improved InitiativeB, Lightning ReflexesB, Point
Blank Shot, Precise Shot
Environment: Temperate marshes
Organization: Solitary or covey (2–4)
Challenge Rating: 9
Treasure: 3,000 gp; 13 gems (1,200 gp, 600 gp x2, 130 gp x3,
50 gp x4, 10 gp x3: total value 3,020 gp); horn of blasting,
+2 light wooden shield of light fortification, dust of appear-
ance, potion of resist acid 10.
Alignment: Usually lawful evil
Advancement: By character class
Level Adjustment: —
A spawn that proved the destruction of her master, the
bloodfang is now seeking to establish herself as a power
in the shadows. If active in an area of savage or monstrous
humanoids, she may work more openly, ruling by fear rather
than manipulation.
Combat
When subduing opponents, a bloodfang usually uses its
dominating gaze as a backup to its petrifying attack, since
those who succeed on their Fortitude saves often have poor
Will save bonuses.
Improved Grab (Ex): To use this ability, a bloodfang must
hit a Medium or smaller creature with its snakes attack. It can
then attempt to start a grapple as a free action without pro-
voking an attack of opportunity. If it wins the grapple check,
the bloodfang pulls its opponent into its own space and can
attempt to pin on its next action.
Petrifying Gaze (Su): Turn to stone permanently, 30 feet,
Fortitude DC 15 negates. The save DC is Charisma-based.
20 Poison (Ex): Injury, Fortitude DC 14, initial damage 1d6 Str,
secondary damage 2d6 Str. The save DC is Constitution-based.
Rules Flag
The bloodfang’s children of the night and alternate form
abilities have been adjusted to better reflect its reptilian nature.
Also, medusae do not normally have improved grab; to make
this foe more interesting, it has been enhanced with the feat
described below.
Grappling Attack
Choose a natural weapon that you possess. You have mas-
tered using this weapon to grab an opponent.
Prerequisite: A natural attack that can sink into or wrap
around an opponent.
Benefit: You gain the improved grab ability. To use this abil-
ity, you must score a hit aginst a creature your size or smaller
with the natural weapon that you chose when you selected
this feat. You deal normal damage and can attempt to start a
grapple as a free action that does not provoke an attack of
opportunity.
Blood Drain (Ex): A vampire can suck blood from a living
victim with its fangs by making a successful grapple check. If
it pins the foe, it drains blood, dealing 1d4 points of Constitu-
tion drain each round the pin is maintained. On each such
successful attack, the vampire gains 5 temporary hit points.
Children of the Night (Su): Vampires command the lesser
creatures of the world and once per day can call forth 2d4
spider swarms, 1d4+1 bat swarms, or a pack of 3d6 medium
vipers as a standard action. These creatures arrive in 2d6
rounds and serve the vampire for up to 1 hour.
Dominate (Su): A vampire can crush an opponent’s will
just by looking onto his or her eyes. This is similar to a gaze
attack, except that the vampire must use a standard action,
and those merely looking at it are not affected. Anyone the
vampire targets must succeed on a Will save or fall instantly
under the vampire’s influence as though by a dominate person
spell (caster level 12th). The ability has a range of 30 feet.
Create Spawn (Su): A humanoid or monstrous humanoid
slain by a vampire’s energy drain rises as a vampire spawn (see
the Vampire Spawn entry in the MM) 1d4 days after burial.
If the vampire instead drains the victim’s Constitution to 0 or
lower, the victim returns as a spawn if it had 4 or less HD and as
a vampire if it had 5 or more HD. In either case, the new vampire
or spawn is under the command of the vampire that created it
and remains enslaved until its master’s destruction. At any given
time a vampire may have enslaved spawn totaling no more than
twice its own Hit Dice; any spawn it creates that would exceed
this limit are created as free-willed vampires or vampire spawn.
A vampire that is enslaved may create and enslave spawn of
its own, so a master vampire can control a number of lesser
vampires in this fashion. A vampire may voluntarily free an en-
slaved spawn in order to enslave a new spawn, but once freed,
a vampire or vampire spawn cannot be enslaved again.
Energy Drain (Su): Living creatures hit by a vampire’s slam
attack (or any other natural weapon the vampire might possess)
gain two negative levels. For each negative level bestowed,
the vampire gains 5 temporary hit points. A vampire can use
its energy drain ability once per round.
Alternate Form (Su): A bloodfang can assume the shape of
a bat, dire bat, monitor lizard, or deinonychus as a standard
action. This ability is similar to a polymorph spell cast by a
12th-level character, except that the bloodfang does not regain
hit points for changing form and must choose from among the
 forms mentioned here. While in its alternate form, the blood-
fang loses its natural slam attack and dominate ability, but it
gains the natural weapons and extraordinary special attacks
of its new form. It can remain in that form until it assumes
another or until the next sunrise.
Fast Healing (Ex): A vampire heals 5 points of damage each
round so long as it has at least 1 hit point. If reduced to 0 hit
points in combat, it automatically assumes gaseous form and
attempts to escape. It must reach its coffin home within 2 hours
or be utterly destroyed. (It can travel up to nine miles in 2 hours.)
Any additional damage dealt to a vampire forced into gaseous
form has no effect. Once at rest in its coffin, a vampire is help-
less. It regains 1 hit point after 1 hour, then is no longer helpless
and resumes healing at the rate of 5 hit points per round.
Gaseous Form (Su): As a standard action, a vampire can
assume gaseous form at will as the spell (caster level 5th), but
it can remain gaseous indefinitely and has a fly speed of 20
feet with perfect maneuverability.
Spider Climb (Ex): A vampire can climb sheer surfaces as
though with a spider climb spell.
Seaspirit (Ghost <Merfolk Ranger>)
Medium Undead (Augmented Humanoid, Aquatic, Incorpo-
real), Rgr 2
Hit Dice: 2d12+3 (21 hp)
Initiative: +3
Speed: Fly 30 ft. (perfect), swim 50 ft.
Armor Class (manifested): 15 (+3 Dex, +2 deflection), touch
15, flat-footed 12
Base Attack/Grapple: +2/—
Attack: Telekinesis (violent force) +5 ranged (as item hurled)
Full Attack: Telekinesis (violent force) +5/+5 ranged (as item
hurled)
Space/Reach: 5 ft./5 ft.
Special Attacks: Corrupting gaze, favored enemy [aberrations
+2], malevolence, manifestation, telekinesis
Special Qualities: Low-light vision, rejuvenation, +4 turn
resistance, wild empathy +6
Saves: Fort +3, Ref +6, Will +2
Abilities: Str 13, Dex 17, Con —, Int 8, Wis 14, Cha 14
Skills: Handle Animal +5, Hide +8, Knowledge [geography]
+4, Listen +15, Search +7, Spot +15, Survival +7 (+9 to
avoid getting lost), Swim +9
Feats: Toughness, Two-Weapon FightingB
Environment: Temperate aquatic
Organization: Solitary
Challenge Rating: 4
Treasure: Standard
Alignment: Neutral
Advancement: By character class
Level Adjustment: +6
This silvery shimmering spirit was trying to bring a valu-
able magic item to the defense of its homeland when it was
waylaid. Choose a wondrous item or use the solar crystal (see
after the combat description). The item may have fallen into
the hands of pirates, sahuagin or other miscreants.
This creature is bound to its death site and cannot assist in
retrieving its treasure unless it possesses someone, but knows
where it is as if using greater scrying on the object or its pos-
sessor at will. Its death site contains some treasure (the items
of some of those who killed it) and it will allow these items to
be taken by someone who allows it to possess them, or who
brings it the item and promises to take it to the ghost’s people
for its intended purpose.
Combat
Corrupting Gaze (Su): A seaspirit can make a gaze attack
against all living creatures within 30 ft. Creatures that meet
the apparition’s gaze suffer 2d10 damage and 1d4 Charisma
damage (Fortitude 19 negates).
Malevolence (Su): Once per round, an ethereal ghost
can merge its body with a creature on the Material Plane.
This ability is similar to a magic jar spell (caster level 10th),
except that it does not require a receptacle. To use this abil-
ity, the ghost must be manifested and it must try to move into
the target’s space; moving into the target’s space to use the
malevolence ability does not provoke attacks of opportunity.
The target can resist the attack with a successful Will save
(DC 17). A creature that successfully saves is immune to that
same ghost’s malevolence for 24 hours, and the ghost cannot
enter the target’s space. If the save fails, the ghost vanishes
into the target’s body.
Manifestation (Su): A ghost dwells on the Ethereal Plane
and, as an ethereal creature, it cannot affect or be affected
by anything in the material world. When a ghost manifests,
it partly enters the Material Plane and becomes visible but
incorporeal on the Material Plane. A manifested ghost can be
harmed only by other incorporeal creatures, magic weapons,
or spells, with a 50% chance to ignore any damage from a
corporeal source. A manifested ghost can pass through solid
objects at will, and its own attacks pass through armor. A
manifested ghost always moves silently. A manifested ghost
remains partially on the Ethereal Plane, where is it not in-
corporeal, and can be attacked by opponents on either the
Material Plane or the Ethereal Plane.
A ghost has two home planes, the Material Plane and the
Ethereal Plane. It is not considered extraplanar when on either
of these planes.
Telekinesis (Su): A seaspirit can use telekinesis as a standard
action (caster level 12th). When a ghost uses this power, it must
wait 1d4 rounds before using it again. A seapirit can handle up
to 300 pounds, throw up to 2 objects or creatures with violent
force, and makes combat maneuvers with a +5 bonus.
Rejuvenation (Su): A ghost that would otherwise be de-
stroyed returns to its old haunts 2d4 days later if it succeeds at
a level check (1d20 + 3) against DC 16 when destroyed. The
seaspirit will only rest easy when its mission is fulfilled.
Skills: A merfolk has a +8 racial bonus on any Swim check
to perform some special action or avoid a hazard. It can al-
ways choose to take 10 on a Swim check, even if distracted
or endangered. It can use the run action while swimming,
provided it swims in a straight line.
Solar Crystal (Major Wondrous Item)
This is a sphere of perfectly clear crystal about a foot across,
covered with innumerable tiny facets. It is highly reflective
and glows at its core with an intense light. It is effectively sur-
rounded by a permanent hallow effect centered on it as the
chosen focal point, with a daylight effect bound into it (the
daylight’s radius is therefore 40 ft. rather than 60).
9th-level divine wondrous item; moderate evocation
[good]; Craft Wondrous Item, hallow, daylight, creator must
be good; Price 80,000 gp; Weight 10 lb.
Bull Devil (Half-fiend <Minotaur>)
Large Outsider (Augmented monstrous humanoid, Evil, Native)
Hit Dice: 6d8+18 (45 hp)
Initiative: +2 21
 Speed: 30 ft., fly 30 ft. (average)
Armor Class: 17 (-1 size, +2 Dex, +6 natural), touch 11
Base Attack/Grapple: +6/+16
Attack: Unholy greataxe +12 melee (3d6+10 magic evil cold
iron slashing, x3) or claw +11 melee (1d6+6 magic evil
slashing)
Full Attack: Unholy greataxe +12/+7 melee (3d6+9 magic evil
cold iron slashing, x3) and gore +6 melee (1d8+3 magic
evil piercing) or 2 claws +11 melee (1d6+6 magic evil
slashing) and bite +6 melee (1d8+3 magic evil piercing)
Space/Reach: 10 ft./10 ft.
Special Attacks: +2d6 damage vs. humans or good targets,
powerful charge 4d6+9, smite good +6, spell-like abilities
Special Qualities: Damage reduction 5/magic, darkvision 60
ft., energy resistance (acid 10, cold 10, electricity 10, fire
10), poison immunity, natural cunning, scent, SR 16
Saves: Fort +7, Ref +7, Will +5
Abilities: Str 23, Dex 14, Con 17, Int 11, Wis 10, Cha 10
Skills: Concentration +5, Craft [trapmaking] +4, Disable
Device +4, Handle Animal +4, Intimidate +9, Listen +13,
Search +13, Sense Motive +4, Spot +13
Feats: Great Fortitude, Power Attack, Track
Environment: Underground
Organization: Solitary, gang (2-4), or squad (5-16 plus one
4th-level captain)
Challenge Rating: 6
Treasure: Standard coins and goods, hell cleaver (see be-
low)
Alignment: Always neutral evil
Advancement: By character class
Level Adjustment: +6
An enormous brute tainted by the chthonic planes, a bull
devil does not hesitate to enter melee. They serve the legions of
devils as a beachhead on the Material plane, and are favored
as aerial shock troops when assaulting a fortification.
Bull devils are famous for the hell cleavers they wield, +1
unholy humanbane cold iron greataxes supposedly given to
them by their diabolic progenitors. These axes are regarded
as prized trophies by those who must defend people against
their assaults.
Combat
A bull devil’s natural weapons overcome damage reduc-
tion as magic weapons. Any weapons it wields (including
natural weapons) overcome damage reduction as evil-aligned
weapons.
Powerful Charge (Ex): A minotaur typically begins a battle
by charging at an opponent, lowering its head to bring its
mighty horns into play. In addition to the normal benefits and
hazards of a charge, this allows the beast to make a single
gore attack with a +9 attack bonus that deals 4d6+6 points
of damage.
Smite Good (Su): Once per day, a bull devil can declare its
melee attack to be a smite attack. This attack has a +6 bonus
to damage if it strikes a good target. The bonus damage is
equal to its HD.
Spell-like Abilities: 3-day—darkness; 1/day—desecrate,
unholy blight (DC 14). Caster Level 6th; the save DC is Cha-
risma-based.
Natural Cunning (Ex): Although minotaurs are not espe-
cially intelligent, they possess innate cunning and logical abil-
ity. This gives them immunity to maze spells, prevents them
22 from ever becoming lost, and enables them to track enemies.
Further, they are never caught flat-footed.
Hell Cleaver: A typical bull devil’s greataxe deals 2d6 addi-
tional damage to good targets. Against humans, its total attack
bonus is +14, and its weapon damage increases to 5d6+11.
Against good humans, both of these effects hold.
Skills: Minotaurs have a +4 racial bonus on Search, Spot,
and Listen checks.
Horrendous Howling Horde
(Fiendish <Monkey Swarm>)
Tiny Magical Beast (Augmented animal, Evil, Extraplanar,
Swarm)
Hit Dice: 5d8 (26 hp)
Initiative: +2
Speed: 30 ft., climb 30 ft.
Armor Class: 14 (+2 size, +2 Dex), touch 14, flat-footed 12
Base Attack/Grapple: +0/—
Attack: Swarm (1d8 evil piercing)
Full Attack: Swarm (1d8 evil piercing)
Space/Reach: 10 ft./0 ft.
Special Attacks: Smite good +1
Special Qualities: Damage reduction 5/magic, darkvision
60 ft., energy resistance (cold 5, fire 5), low-light vision,
SR 10
Saves: Fort +2, Ref +4, Will +1
Abilities: Str 3, Dex 15, Con 10, Int 3, Wis 12, Cha 5
Skills: Balance +12, Climb +12, Escape Artist +4, Hide +10,
Listen +4, Spot +4
Feats: Agile, Improved Natural Attack [swarm], Weapon
FinesseB
Environment: An evil-aligned plane
Organization: Solitary or barrel (2-4)
Challenge Rating: 4
Alignment: Always neutral evil
Treasure: None
Advancement: —
Level Adjustment: — (summon monster V)
When the territorial monkeys of the abyssal realms are riled,
they mob the source of their irritation with mindless ferocity.
A horrendous howling horde could be summoned by an
evil wizard or it might be released from the menagerie of a pa-
sha or other local governor who maintains his power through
ties to the realms of evil or his powers as a blackguard.
Combat
Howling hordes mob anything that resembles a threat or
a meal. A howling horde deals 1d8 damage to any creature
whose space it occupies at the end of its move, and overcomes
damage reduction as a magical attack.
Distraction (Ex): Any living creature that begins its turn with a
swarm in its square must succeed on a DC 12 Fortitude save or
be nauseated for 1 round. The save DC is Constitution-based.
Smite Good (Su): Good creatures damaged by a howling
horde’s swarm attack take +1 damage.
Skills: Howling hordes have a +8 racial bonus on Balance
and Climb checks. They can always choose to take 10 on
Climb checks, even if rushed or threatened. They use their
Dexterity modifier instead of their Strength modifier for Climb
checks.
Swarm Traits: No clear front or back and no discernable
anatomy; not subject to critical hits or flanking. Reducing a
swarm to 0 hit points or lower causes it to break up; swarms
are never staggered or reduced to a dying state by damage.
 Also, they cannot be tripped, grappled, or bull rushed, and
they cannot grapple an opponent.
A swarm is immune to any spell or effect that targets a
specific number of creatures (including single-target spells
such as disintegrate). A swarm takes half again as much dam-
age (+50%) from spells or effects that affect an area, such as
splash weapons and many evocation spells.
Wood Warden
(Half-dragon (Silver) <Nymph Ranger>)
Medium Dragon (Augmented fey), Rgr 3
Hit Dice: 9d8+18 (58 hp)
Initiative: +7
Speed: 30 ft., swim 20 ft.
Armor Class: 30 (+3 Dex, +5 deflection, +8 enchanted chain-
mail, +4 natural), touch 18, flat-footed 27
Base Attack/Grapple: +6/+10
Attack: Claw +10 melee (1d4+4 slashing) or thundering long-
bow +12 ranged [110 ft.] (1d8+7 magic silver piercing +
1 Con, x3 + 2d8 sonic + deafness)
Full Attack: 2 claws +10 melee (1d4+4 slashing) and bite +5
melee (1d6+2) or thundering longbow +10/+10/+5 ranged
[110 ft.] (1d8+7 magic silver piercing + 1 Con, x3 + 2d8
sonic + deafness)
Space/Reach: 5 ft./5 ft.
Special Attacks: Blinding beauty, breath weapon, favored
enemy [+2 vs. goblinoids], spells, spell-like abilities,
stunning glance
Special Qualities: Damage reduction 10/cold iron, darkvision
60 ft., immunities (paralysis, sleep and cold), low-light vi-
sion, unearthly grace, wild empathy +9
Saves: Fort +11, Ref +13, Will +13
Abilities: Str 18, Dex 17, Con 14, Int 18, Wis 18, Cha 21
Skills: Concentration +11, Diplomacy +13, Escape Artist +12,
Handle Animal +14, Heal +13, Hide +12, Knowledge [na-
ture] +13, Listen +15, Move Silently +15, Ride +5, Sense
Motive +13, Spot +16, Survival +13, Swim +12, Use Rope
+3 (+5 with bindings)
Feats: Combat Casting, Dodge, Great Fortitude, Improved
Initiative, TrackB, Rapid ShotB, EnduranceB
Environment: Temperate forests
Organization: Solitary
Challenge Rating: 10
Treasure: Celestial armor, +3 composite (+4) holy thundering
longbow, 50 +1 wounding silver arrows, ring of shooting
stars, ring of chameleon power, python rod, circlet of per-
suasion, slippers of spider climbing
Alignment: Chaotic good
Advancement: 7–12 HD (Medium)
Level Adjustment: +7
This stunningly beautiful creature has silver hair and skin,
and ultramarine eyes. She is the self-avowed protector of a
perfect and unspoiled mountain forest, which could be in
the PCs’ path, or could fall under peril, causing her to seek
assistance in its protection. Alternatively, there could be a
dangerous evil hidden at the center of the forest, and the
wood warden oversees its confinement.
Combat
Blinding Beauty (Su): This ability affects all humanoids
within 30 feet of a nymph. Those who look directly at a nymph
must succeed on a DC 17 Fortitude save or be blinded per-
manently. A nymph can suppress or resume this ability as a
free action. The save DC is Charisma-based.
Breath Weapon (Su): 30-ft. cone, 6d8 cold damage, Reflex
half (DC 14). Usable once per day; the save DC is Constitu-
tion-based.
Spell-Like Abilities: 1/day—dimension door. Caster level 7th.
Druid Spells (6/5/4/3/2, caster level 7, save DC 14 + spell
level): 0—cure minor wounds, detect magic, flare, guidance,
light, resistance; 1st—calm animal, cure light wounds, en-
tangle, longstrider, speak with animals; 2nd—barkskin, heat
metal, lesser restoration, tree shape; 3rd— call lightning, cure
moderate wounds, protection from energy; 4th—ice storm,
rusting grasp.
Stunning Glance (Su): As a standard action, a wrathful
nymph can stun a creature within 30 feet with a look. The
target creature must succeed on a DC 17 Fortitude save or be
stunned for 2d4 rounds. The save DC is Charisma-based.
Unearthly Grace (Su): A nymph adds her Charisma modi-
fier as a bonus on all her saving throws, and as a deflection
bonus to her Armor Class. (The statistics block already reflects
these bonuses).
Wild Empathy (Ex): This power works like the druid’s wild
empathy class feature, except that a nymph has a +6 racial
bonus on the check. The wood warden receives an additional
+3 bonus for her ranger levels.
Skills: A nymph has a +8 racial bonus on any Swim check
to perform some special action or avoid a hazard. She can
always choose to take 10 on a Swim check, even if distracted
or endangered. She can use the run action while swimming,
provided she swims in a straight line.
Slithering Stone (Gray ooze + 5 HD)
Large Ooze
Hit Dice: 8d10+64 (112 hp)
Initiative: –5
Speed: 10 ft.
Armor Class: 6 (-1 size, –5 Dex, +2 natural), touch 4, flat-
footed 6
Base Attack/Grapple: +6/+15
Attack: Slam +10 melee (1d8+7 plus 1d6 acid)
Full Attack: Slam +10 melee (1d8+7 plus 1d6 acid)
Space/Reach: 5 ft./5 ft.
Special Attacks: Acid, constrict 1d8+7 plus 1d6 acid, im-
proved grab
Special Qualities: Blindsight 60 ft., immunity to cold and fire,
ooze traits, transparent
Saves: Fort +10, Ref -3, Will -2
Abilities: Str 20, Dex 1, Con 26, Int —, Wis 2, Cha 1
Skills: —
Feats: —
Environment: Cold marshes
Organization: Solitary
Challenge Rating: 4
Treasure: None
Alignment: Always neutral
Advancement: 9 HD (Large), 10-16 HD (Huge)
Level Adjustment: —
This exceptionally large gray ooze is about 9 feet acros and
four inches thick, weighing 950 pounds.
Combat
A gray ooze strikes like a snake, slamming opponents with
its body. 23
 Acid (Ex): A gray ooze secretes a digestive acid that
quickly dissolves organic material and metal, but not stone.
Any melee hit or constrict attack deals acid damage. Armor
or clothing dissolves and becomes useless immediately un-
less it succeeds on a DC 16 Reflex save. A metal or wooden
weapon that strikes a gray ooze also dissolves immediately
unless it succeeds on a DC 16 Reflex save. The save DCs are
Constitution-based.
The ooze’s acidic touch deals 16 points of damage per
round to wooden or metal objects, but the ooze must remain in
contact with the object for 1 full round to deal this damage.
Constrict (Ex): A gray ooze deals automatic slam and acid
damage with a successful grapple check. The opponent’s clothing
and armor take a –4 penalty on Reflex saves against the acid.
Improved Grab (Ex): To use this ability, a gray ooze must hit
with its slam attack. It can then attempt to start a grapple as a
free action without provoking an attack of opportunity. If it wins
the grapple check, it establishes a hold and can constrict.
Transparent (Ex): A gray ooze is hard to identify, even under
ideal conditions, and it takes a DC 15 Spot check to notice one.
Creatures who fail to notice a gray ooze and walk into it are au-
tomatically hit with a melee attack for slam and acid damage.

Spotted Brute (Lycanthrope (Hyena) <Orc Barbarian>)

Orc Form Hybrid Form Hyena Form
Medium Humanoid (Orc, Medium Humanoid (Orc, Medium Humanoid (Orc,
Shapechanger), Bbn2 Shapechanger), Bbn2 Shapechanger), Bbn2
Hit Dice: 2d12+2d8+4 (31 hp) 2d12+2d8+12 (39 hp) 2d12+2d8+12 (39 hp)
Initiative: +2 +3 +3
Speed: 40 ft. 60 ft. 60 ft.
Armor Class: 19 (+2 Dex, +5 scale, +2 22 (+3 Dex, +5 scale, +4 natural), 22 (+3 Dex, +5 scale, +4 natu-
natural), touch 12, flat- touch 13, flat-footed 22 ral), touch 13, flat-footed 22
footed 19
Base Attack/Grapple: +3/+5 +3/+7 +3/+7
Attack: Double axe +7 melee Double axe +9 melee (1d8+6 Bite +8 melee (1d6+7 piercing
(1d8+4 slashing, x3) or com- slashing, x3) or claw +8 melee plus lycanthropy)
posite short bow +5 ranged (1d4+5 slashing) or composite
[70 ft.] (1d6+3 piercing, x3) short bow +7 ranged [70 ft.]
(1d6+3 piercing, x3)
Full Attack: Double axe +5 melee Double axe +7 melee (1d8+5 Bite +8 melee (1d6+7 piercing
(1d8+3 slashing, x3) and slashing, x3) and double axe +7 plus lycanthropy)
double axe +5 melee melee (1d8+2 slashing, x3) and
(1d8+1 slashing, x3) or com- bite +3 melee (1d6+2 piercing plus
posite short bow +5 ranged lycanthropy) or 2 claws +8 melee
[70 ft.] (1d6+3 piercing, x3) (1d4+5 slashing) and bite +3
melee (1d6+2 piercing plus lycan-
thropy) or composite short bow +7
ranged [70 ft.] (1d6+3 piercing, x3)
Space/Reach: 5 ft./5 ft. 5 ft./5 ft. 5 ft./5 ft.
Special Attacks: Rage, curse of lycanthropy Rage, curse of lycanthropy Rage, curse of lycanthropy, trip
Special Qualities: Alternate form, darkvision Alternate form, damage reduction Alternate form, damage reduc-
60 ft., light sensitivity, low- 10/silver, darkvision 60 ft., light tion 10/silver, darkvision 60 ft.,
light vision, lycanthropic sensitivity, low-light vision, lycan- light sensitivity, low-light vision,
empathy, scent, uncanny thropic empathy, scent, uncanny lycanthropic empathy, scent,
dodge dodge uncanny dodge
Saves: Fort +7, Ref +5, Will +4 Fort +9, Ref +7, Will +4 Fort +9, Ref +7, Will +4
Abilities: Str 16, Dex 15, Con 13, Int Str 20, Dex 19, Con 17, Int 8, Wis Str 20, Dex 19, Con 17, Int 8,
8, Wis 14, Cha 6 14, Cha 6 Wis 14, Cha 6
Skills: Climb +6, Handle Animal Climb +8, Handle Animal +1, Climb +8, Handle Animal +1,
+1, Hide +3, Jump +6, Lis- Hide +3*, Jump +8, Listen +7, Spot Hide +3*, Jump +8, Listen +7,
ten +7, Spot +6, Survival +5 +6, Survival +5 Spot +6, Survival +5
Feats: Alertness, Exotic Weapon Alertness, Exotic Weapon [double Alertness, Exotic Weapon
[double axe], Iron WillB, axe], Iron WillB, Two-weapon [double axe], Iron WillB, Two-
Two-weapon Fighting Fighting weapon Fighting
Environment: Temperate hills This fellow will typically be encountered as an adventurer,
Organization: Solitary or within a larger group of orcs having been driven off by his kindred, or as a minor warlord
Challenge Rating: 4 leading other orcs or brigands by force.
Treasure: Masterwork double axe, composite (+3) shortbow, Rage (Ex): Once per day, a spotted brute can enter a rage,
40 arrows, +1 wild scale mail gaining a further +4 bonus to Strength and Constitution, a
Alignment: Chaotic evil +2 morale bonus on Will saves, and suffering a -2 penalty to
Advancement: By character class AC. He gains +8 hit points when entering his rage and loses
Level Adjustment: +3 -8 hit points when leaving it. His rage lasts for 6 rounds, or

24 for 8 rounds if in hybrid or animal form, after which he is

fatigued.
 Alternate Form (Su): A spotted brute can shift into hyena Speed: 10 ft., fly 40 ft. (perfect)
form as though using the polymorph spell on itself, though its Armor Class: 15 (+2 size, +2 Dex, +1 deflection), touch 15,
gear is not affected, it does not regain hit points for changing flat-footed 13
form, and only hyena form can be assumed. It does not assume Base Attack/Grapple: +3/—
the ability scores of the animal, but instead adds the animal’s Attack: Incorporeal swarm (1d6 Wisdom drain) or ethereal
physical ability score modifiers to its own ability scores. A swarm (2d6 piercing plus blindness)
spotted brute also can assume a bipedal hybrid form with Full Attack: Incorporeal swarm (1d6 Wisdom drain) or ethereal
prehensile hands and animalistic features. swarm (2d6 piercing plus blindness)
Changing form with this ability is a standard action. Space/Reach: 10 ft./0 ft.
A slain lycanthrope reverts to its humanoid form, although Special Attacks: Blindness, distraction, draining touch
it remains dead. Separated body parts retain their animal form, Special Qualities: Darkvision 60 ft., half damage from slashing
however. or piercing weapons, low-light vision, rejuvenation, swarm
Curse of Lycanthropy (Su): Any humanoid or giant hit by traits, +4 turn resistance, undead traits
a natural lycanthrope’s bite attack in animal or hybrid form Saves: Fort +5, Ref +9, Will +4
must succeed on a DC 15 Fortitude save or contract lycan- Abilities: Str 1, Dex 15, Con —, Int 2, Wis 14, Cha 10
thropy. If the victim’s size is not within one size category of Skills: Hide +10, Listen +15, Search -4, Spot +18
the lycanthrope the victim cannot contract lycanthropy from Feats: Alertness, Improved Initiative, Lightning Reflexes,
that lycanthrope. Afflicted lycanthropes cannot pass on the Weapon FinesseB
curse of lycanthropy. Environment: Temperate forests
Lycanthropic Empathy (Ex): In any form, Organization: Solitary
a spotted brute can communicate and Challenge Rating: 7
empathize with normal or dire Treasure: None
hyenas, dogs, wolves and other Alignment: Neutral
canines. This gives them a +4 Advancement: —
racial bonus on checks when Level Adjustment: —
influencing the animal’s
attitude and allows the The haunted mur-
communication of der is believed to be
simple concepts and (if the result of a curse
the animal is friendly) or other taint of evil
commands, such as on a forest or the
“friend,” “foe,” “flee,” area around an
and “attack.” undead lord’s
Light Sensitivity: demesne. They
Spotted brutes, re- are difficult to lay
gardless of form, are to rest—it is usu-
dazzled in bright ally neccesary to
sunlight or within break the spell
the radius of a day- binding them to
light spell. this world.
Trip (Ex): A spot-
ted brute in hyena
form that hits with
its bite attack can
Combat
attempt to trip Blindness
the opponent (+5 (Ex)*: Any ethe-
check modifier) as a real creature
free action without which takes
making a touch at- swarm damage
tack or provoking an from a haunted
attack of opportunity. murder is blinded
If the attempt fails, the permanently unless
opponent cannot react to it makes a Reflex
trip the hyena. save (DC 15). The
Skills: *Hyenas have a +4 save DC is Dexterity-
racial bonus on Hide checks based.
in areas of tall grass or heavy Distraction (Ex): Any
undergrowth. living creature that begins
its turn with a haunted murder

Haunted Murder in its space must succeed on a

DC 13 Fortitude save or be nause-
(Ghost <Raven swarm>) ated for 1 round. The save DC is Consti-
tution-based.
Tiny Undead (Augmented animal, incorporeal, swarm) Draining Touch (Su): When a haunted murder ends its move
Hit Dice: 6d12 (40 hp)
Initiative: +6
for the round, any corporeal creatures in the spaces it occupies
suffer 1d6 points of permanent Wisdom drain. The haunted 25
 murder heals 5 points of damage each time a creature takes
Wisdom damage in this way.
Frightful Cry (Su): A haunted murder’s cries have chilling
undertones. At the start of each of the haunted murder’s turns,
all living creatures within a 30-foot spread of the haunted mur-
der must succeed on a Will save (DC 13) or become panicked
for 2d4 rounds. This is a sonic necromantic mind-affecting fear
effect. A creature that successfully saves cannot be affected by
the same haunted murder’s frightful cry for 24 hours.
Manifestation (Su): A haunted murder normally exists invis-
ibly on the Ethereal Plane, able to perceive the Material Plane
but not otherwise affecting or affected by it. When a haunted
murder manifests, it becomes visible but incorporeal on the
Material Plane. It may pass freely through solid objects up
to 10 ft. thick, and can only be harmed by magic weapons,
spells, or other incorporeal creatures. Even when attacked by
such means, it has a 50% chance to ignore any damage dealt
by a corporeal source.
Whether manifested or not, a haunted murder always fully
exists on the Ethereal plane, and can be attacked by other
ethereal creatures as a corporeal creature. Ethereal creatures
take 2d6 piercing damage from a haunted murder’s swarm
attack and are at risk of blindness, but do not suffer Wisdom
drain. A haunted murder’s deflection bonus to AC does not
apply against attacks by ethereal creatures.
Rejuvenation (Su): If a haunted murder is destroyed, it
reforms in its haunted area 2d4 days later if it succeeds at a
level check (1d20+6) against DC 16. Most haunted murders
exist because of a curse or other evil influence on the land
and can only be completely destroyed by eliminating the
source of the evil.
Swarm Traits: No clear front or back and no discernable
anatomy; not subject to critical hits or flanking. Reducing a
swarm to 0 hit points or lower causes it to break up; swarms
are never staggered or reduced to a dying state by damage.
Also, they cannot be tripped, grappled, or bull rushed, and
they cannot grapple an opponent.
A swarm is immune to any spell or effect that targets a
specific number of creatures (including single-target spells
such as disintegrate). A swarm takes half again as much dam-
age (+50%) from spells or effects that affect an area, such as
splash weapons and many evocation spells.
Undead Traits: Immune to all mind-affecting effects
(charms, compulsions, phantasms, patterns, and morale
effects); Immune to poison, sleep effects, paralysis, stun-
ning, disease, and death effects; Not subject to critical hits,
nonlethal damage, ability drain, or energy drain; immune to
damage to its physical ability scores (Strength, Dexterity, and
Constitution), as well as to fatigue and exhaustion effects;
healed by negative energy such as inflict spells; not at risk of
death from massive damage, but when reduced to 0 hit points
or less, it is immediately destroyed.
Space/Reach: 20 ft./15 ft.
Special Attacks: Smite evil +18
Special Qualities: Damage reduction 10/magic, darkvision
60 ft., energy resistance (acid 10, cold 10, electricity 10),
low-light vision, spell resistance 23
Saves: Fort +18, Ref +13, Will +9
Abilities: Str 34, Dex 15, Con 24, Int 3, Wis 13, Cha 11
Skills: Hide –3, Listen +10, Spot +14
Feats: Alertness, Flyby Attack, Iron Will, Multiattack, Power
Attack, Snatch, Wingover
Environment: Warm mountains
Organization: Solitary or pair
Challenge Rating: 11
Treasure: None
Alignment: Always neutral good
Advancement: 19–32 HD (Gargantuan); 33–54 HD (Colossal)
Level Adjustment: —
These great birds live on the tops of unclimbable heavenly
mountains. They shine and gleam as if sculpted out of gold.
The tail feathers of a sunchaser have a restorative power
second only to that of the phoenix. One such plume can
replace the standard material components of a raise dead,
resurrection or true resurrection spell, eliminating the gold
piece cost and upgrading the spell to the next degree (so that
a raise dead spell functions like a resurrection, and a resur-
rection spell acts like a true resurrection).
Combat
Sunchasers typically descend on their prey with terrifying
speed and force and carry it away.
Smite Evil (Su): Once per day, a sunchaser can make one
melee attack as a smite attack which deals +18 damage if it
strikes an evil creature. The extra damage is equal to its HD.
Skills: Sunchasers have a +4 racial bonus on
Spot checks.

Sunchaser (Celestial <Roc>)

Gargantuan Magical Beast (Augmented Animal, Extraplanar,
Good)
Hit Dice: 18d8+126 (207 hp)
Initiative: +2
Speed: 20 ft., fly 80 ft. (average)
Armor Class: 17 (–4 size, +2 Dex, +9 natural), touch 8,
flatfooted 15
Base Attack/Grapple: +13/+37
Attack: Talon +21 melee (2d6+12 good magic piercing)

26 Full Attack: 2 talons +21 melee (2d6+12 good magic piercing)

and bite +19 melee (2d8+6 good magic slashing)
An enveloping nightmare
reveals its nature
Enveloping Nightmare (Lycanthrope (Giant
Sahuagin Form
Medium Monstrous Humanoid
(Aquatic, Shapechanger)
Hit Dice: 8d8+11 (50 hp)
Initiative: +1
Speed: 30 ft., swim 60 ft.
Armor Class: 18 (+1 Dex, +7 natural), touch
11, flat-footed 17
Base Attack/Grapple: +6/+8
Attack: Talon +8 melee (1d4+2 slash-
ing) or trident +8 melee (1d8+3
piercing) or heavy crossbow +7
ranged [120 ft.] (1d10 piercing,
19–20)
Full Attack: Trident +8 melee (1d8+3 pierc-
ing) and bite +6 melee (1d4+1
slashing); or 2 talons +8 melee
(1d4+2 slashing) and bite +6
melee (1d4+1 slashing); or
heavy crossbow +7 ranged
[120 ft.] (1d10 piercing, 19–20)
Space/Reach: 5 ft./5 ft.
Special Attacks: Blood frenzy, rake 1d4+1
Special Qualities: Alternate form, blindsense 30
ft., darkvision 60 ft., freshwa-
ter sensitivity, light blindness,
low-light vision, lycanthropic
empathy, scent, speak with
sharks, water dependent
Saves: Fort +8, Ref +9, Will +9
Abilities: Str 14, Dex 13, Con 12, Int 14,
Wis 16, Cha 9
Skills: Handle Animal +4*, Hide
+11*, Listen +9*, Profession
[hunter] +3*, Ride +3, Spot
+11*, Survival +3*, Swim +10
Feats: Alertness, Great Fortitude, Iron
WillB, MultiattackB, Toughness,
Weapon FinesseB
Environment: Warm aquatic
Organization: Solitary, or as a single sahuagin in a larger group
Challenge Rating: 6
Treasure: Standard
Alignment: Usually lawful evil
Advancement: 3–5 HD (Medium), 6–10 HD (Large), or by
character class
Level Adjustment: +4
This creature is an afflicted lycanthrope, not a natural one,
but is still quite dangerous.
This sahuagin looks like a typical member of its race, but
its coloration may take on faint tinges of red, blue, or purple
in odd patterns when it is angry, frightened or excited. If en-
dangered in combat, it turns into a horror of some abyssal
nightmare, with four many-jointed arms and clawed hands,
twisting finned legs, two sucker-lined tails, and a mantling
membrane between its face and limbs.
octopus - 2HD) <Sahuagin>)
Hybrid Form Octopus Form
Medium Monstrous Humanoid Medium Monstrous Human-
(Aquatic, Shapechanger) oid (Aquatic, Shapechanger)
8d8+11 (50 hp) 8d8+11 (50 hp)
+4 +4
30 ft., swim 60 ft. 20 ft., swim 30 ft.
21 (+4 Dex, +7 natural), touch 14, 21 (+4 Dex, +7 natural),
flat-footed 17 touch 14, flat-footed 17
+6/+9 +6/+9
Talon +10 melee [reach 10 ft.] Tentacle +10 melee [reach 10
(1d4+3 slashing) or trident +9 ft.] (1d3+3 bludgeoning)
melee (1d8+3 piercing) or heavy
crossbow +10 ranged [120 ft.]
(1d10 piercing, 19–20)
Trident +9 melee (1d8+3 piercing) 8 tentacles +10 melee [reach
and bite +8 melee (1d4+1slashing); 10 ft.] (1d3+3 bludgeoning)
or 4 talons +10 melee [reach 10 and bite +8 melee (1d6+1
ft.] (1d4+3 slashings) and bite +8 piercing)
melee (1d6+1 slashing); or heavy
crossbow +10 ranged [120 ft.]
(1d10 piercing, 19–20)
5 ft./5 ft. (10 ft. with talon) 5 ft./5 ft. (10 ft. with tentacle)
Blood frenzy, rake 1d4+1 Blood frenzy, constrict, im-
proved grab
Alternate form, blindsense 30 Alternate form, blindsense 30
ft., damage reduction 5/silver, ft., damage reduction 5/silver,
darkvision 60 ft., freshwater sensi- darkvision 60 ft., freshwater
tivity, ink cloud, jet, light blind- sensitivity, ink cloud, jet, light
ness, low-light vision, lycanthropic blindness, low-light vision,
empathy, scent, speak with sharks, lycanthropic empathy, scent,
water dependent speak with sharks, water
dependent
Fort +8, Ref +12, Will +9 Fort +8, Ref +12, Will +9
Str 16, Dex 19, Con 12, Int 14, Wis Str 16, Dex 19, Con 12, Int
16, Cha 9 14, Wis 16, Cha 9
Escape Artist +9*, Handle Animal Escape Artist +14*, Handle
+4*, Hide +18*, Listen +9*, Profes- Animal +4*, Hide +18*, Lis-
sion [hunter] +3*, Ride +6, Spot ten +9*, Profession [hunter]
+11*, Survival +3*, Swim +11 +3*, Ride +6, Spot +11*,
Survival +3*, Swim +11
Alertness, Great Fortitude, Iron Alertness, Great Fortitude,
WillB, MultiattackB, Toughness, Iron WillB, MultiattackB,
Weapon FinesseB Toughness, Weapon FinesseB
Combat
Blindsense (Ex): An enveloping nightmare can locate crea-
tures underwater within a 30-foot radius. This ability works
only when the creature is underwater.
Blood Frenzy: Once per day an enveloping nightmare that
takes damage in combat can fly into a frenzy in the following
round,attacking madly until either it or its opponent is dead. It
gains +2 Constitution and +2 Strength, and takes a –2 penalty
to Armor Class. It cannot end its frenzy voluntarily.
Rules Flag
Monstrous humanoids are not normally subject to the
curse of lycanthropy. Also, based on the chosen base animal,
and since sahuagin already have two claw attacks and a bite,
the phrase “a lycanthrope in hybrid form gains two claw at-
tacks” has been taken very literally. 27
 Rake (Ex): Sahuagin or hybrid form only, attack bonus +6
melee, damage 1d4+1. An enveloping nightmare also gains
two rake attacks when it attacks while swimming.
Freshwater Sensitivity (Ex): An enveloping nightmare fully
immersed in fresh water must succeed on a DC 15 Fortitude
save or become fatigued. Even on a success, it must repeat the
save attempt every 10 minutes it remains immersed.
Light Blindness (Ex): Abrupt exposure to bright light (such
as sunlight or a daylight spell) blinds an enveloping nightmare
for 1 round. On subsequent rounds, they are dazzled while
operating in bright light.
Speak with Sharks (Ex): An enveloping nightmare can com-
municate telepathically with sharks up to 150 feet away. The
communication is limited to fairly simple concepts such as
“food,” “danger,” and “enemy.” An enveloping nightmare can
use the Handle Animal skill to befriend and train sharks.
Water Dependent (Ex): An enveloping nightmare can sur-
vive out of the water for 1 hour per 2 points of Constitution
(after that, refer to the drowning rules in the DMG).
Ink Cloud (Ex): An enveloping nightmare in hybrid or octopus
form can emit a cloud of jet-black ink 15 feet high by 15 feet
wide by 15 feet long once per minute as a free action. The cloud
provides total concealment, which the creature normally uses to
escape a losing fight. All vision within the cloud is obscured.
Jet (Ex): An enveloping nightmare in hybrid or octopus form
can jet backward once per round as a full-round action, at
a speed of 200 feet. It must move in a straight line, but does
not provoke attacks of opportunity while jetting.
Skills: An enveloping nightmare in hybrid or octopus form
can change colors, giving it a +4 racial bonus on Hide checks,
and also can squeeze and contort its body, giving it a +10 racial
bonus on Escape Artist checks. An enveloping nightmare in any
form has a +8 racial bonus on any Swim check to perform some
special action or avoid a hazard. It can always choose to take 10
on a Swim check, even if distracted or endangered. It can use the
run action while swimming, provided it swims in a straight line.
*Underwater, an enveloping nightmare has a +4 racial
bonus on Hide, Listen, and Spot checks.
*An enveloping nightmare has a +4 racial bonus on Survival
and Profession (hunter) checks within 50 miles of its home.
*An enveloping nightmare has a +4 racial bonus on Handle
Animal checks when working with sharks.
Brass Serpent
(Half-dragon (Brass) <Salamander>)
Medium Dragon (Augmented outsider, Extraplanar, Fire)
Hit Dice: 9d10+27 (77 hp)
Initiative: +1
Speed: 20 ft.
Armor Class: 22 (+1 Dex, +11 natural), touch 11, flat-foot 21
Base Attack/Grapple: +9/+15
Attack: Waraxe +18 melee (1d10+12 magic slashing plus
1d6 fire, x3)
Full Attack: Waraxe +18/+18/+13 melee (1d10+12 magic slash-
ing plus 1d6 fire, x3) and tail slap +13 melee [reach 10 ft.]
(2d6+3 magic bludgeoning plus 1d6 fire) or 2 claws +15 me-
lee (1d4+6 magic slashing plus 1d6 fire) and bite +13 melee
(1d6+3 magic piercing plus 1d6 fire) and tail slap +13 melee
[reach 10 ft.] (2d6+3 magic bludgeoning plus 1d6 fire)
Space/Reach: 5 ft./5 ft.
Special Attacks: Breath weapon, constrict 2d6+3 plus 1d6
fire, heat, improved grab
28 Special Qualities: Damage reduction 10/magic, darkvision 60
ft., immunity to fire, low-light vision, vulnerability to cold
Saves: Fort +9, Ref +7, Will +8
Abilities: Str 22, Dex 13, Con 16, Int 16, Wis 15, Cha 15
Skills: Bluff +10, Craft [blacksmithing] +18*, Diplomacy +4,
Disguise +2 (+4 acting), Hide +9, Intimidate +4, Listen +8,
Move Silently +9, Search +11, Spot +8
Feats: Alertness, Multiattack, Power Attack
Environment: Elemental Plane of Fire
Organization: Solitary, pair, or cluster (3–5)
Challenge Rating: 8
Treasure: 1,000 pp; 15 gems (6,000 gp, 200 gp x2, 100 gp,
60 gp x2, 30 gp x3, 14 gp x3, 12 gp x3: total 6,788 gp);
+3 dwarven waraxe of speed.
Alignment: Neutral
Advancement: 10–14 HD (Medium)
Level Adjustment: +8
This blazing serpentine creature is covered with bright brass
scales, and bears an unusual crest and a longer muzzle than
most salamanders. It is unusually curious and free-thinking for
its kindred, and leads a basically adventurous lifestyle itself.
Combat
This creature’s natural weapons are treated as magic weap-
ons for the purpose of overcoming damage reduction.
Constrict (Ex): A brass serpent deals automatic tail slap dam-
age (including fire damage) with a successful grapple check.
Breath Weapon (Su): 60-ft. line, 6d8 fire, Reflex 16 half.
Heat (Ex): A brass serpent generates so much heat that its
mere touch deals 1d6additional fire damage. Their metallic
weapons also conduct this heat.
Improved Grab (Ex): To use this ability, a brass serpent
must hit a creature of up to one size larger than itself with its
tail slap attack. It can then attempt to start a grapple as a free
action without provoking an attack of opportunity. If it wins
the grapple check, it establishes a hold and can constrict.
Skills: *Brass serpents have a +4 racial bonus on Craft
[blacksmithing] checks.
Eagle of Bacchus
(Half-celestial <Satyr>)
Medium Outsider (Augmented Fey, Good, Native)
Hit Dice: 5d6+15 (32 hp)
Initiative: +2
Speed: 40 ft., fly 80 ft. (good)
Armor Class: 17 (+2 Dex, +5 natural), touch 12, flat-foot 15
Base Attack/Grapple: +2/+4
Attack: Head butt +4 melee (1d6+3 good magic bludgeoning)
or shortbow +4 ranged [60 ft.] (1d6 good piercing, x3)
Full Attack: Head butt +4 melee (1d6+3 good magic bludgeon-
ing) and dagger –1 melee (1d4+1 good piercing, 19–20); or
shortbow +4 ranged [60 ft.] (1d6 good piercing, x3)
Space/Reach: 5 ft./5 ft.
Special Attacks: Pipes, smite evil +5, spell-like abilities
Special Qualities: Damage reduction 5/cold iron and magic,
darkvision 60 ft., energy resistance (acid 10, cold 10, elec-
tricity 10), immunity to disease, low-light vision, SR 15
Saves: Fort +4*, Ref +6, Will +7
Abilities: Str 14, Dex 15, Con 16, Int 14, Wis 17, Cha 17
Skills: Bluff +11, Diplomacy +11, Disguise +3 (+5 acting),
Hide +14, Intimidate +11, Knowledge [nature] +10, Listen
+17, Move Silently +14, Perform [wind instruments] +15,
Spot +17, Survival +11 (+13 aboveground)
Feats: AlertnessB, Dodge, Mobility
Environment: Temperate forests
Organization: Solitary, pair, band (3–5), or troop (6–11)
Challenge Rating: 3 (without pipes) or 5 (with pipes)
Treasure: Standard
Alignment: Always chaotic good
Advancement: 6–10 HD (Medium)
Level Adjustment: +6
* Eagles of Bacchus have a +4 racial bonus on saving throws
against poison.
An eagle of Bacchus has bronzed skin, tawny or red-gold
hair and fur, hooves of shining gold or copper, and wings like
satin-finished brass.
Eagles of Bacchus speak Sylvan, and most also speak Com-
mon and Celestial. They are noble but hedonistic, and are
boisterous and eager when the chance for battle draws near;
they generally celebrate as much in anticipation of a fight as
for their victory.
Combat
The natural weapons of an eagle of Bacchus overcome dam-
age reduction as magic weapons, and any melee attacks it makes
overcome damage reduction as good-aligned weapons.
Spell-like Abilities (caster level 5): At will—daylight; 3/
day—protection from evil; 1/day—bless, aid, detect evil, cure
serious wounds, neutralize poison.
Smite Evil (Su): Once per day, an eagle of Bacchus can
make one melee attack as a smite attack which deals +5
damage if it strikes an evil creature. The extra damage is
equal to its HD.
Pipes (Su): Eagles of Bacchus can play a variety of magical
tunes on their pan pipes. Usually, only one in a group carries
pipes. When it plays, all creatures within a 60-foot spread
(except eagles of Bacchus or other satyrs) must succeed on a
DC 15 Will save or be affected by charm person, sleep, or fear
(caster level 10th; the player chooses the tune and its effect).
In the hands of other beings, these pipes have no special
powers. A creature that successfully saves against any of the
pipe’s effects cannot be affected by the same set of pipes for
24 hours. The save DC is Charisma-based.
Skills: Satyrs have a +4 racial bonus on
Hide, Listen, Move Silently, Perform, and
Spot checks.
Swarms
A swarm is a collection of Fine, Diminutive, or Tiny crea-
tures that acts as a single creature. A swarm has the character-
istics of its type, except as noted here. A swarm has a single
pool of Hit Dice and hit points, a single initiative modifier, a
single speed, and a single Armor Class. A swarm makes saving
throws as a single creature.
A swarm occupies four contiguously adjacent spaces on
a battlemap, or covers a total of 100 square ft. (filling a 10 ft.
square or a circle 11 ft across, but able to mold itself into any
space, such as filling 20 ft. of a 5-ft.-wide tunnel); if composed
of flying creatures, it also fills the air over its space to a height
of 10 ft. Its reach is 0 feet, like its component creatures; in order
to attack, it moves into an opponent’s space, which provokes
an attack of opportunity. It can occupy the same space as a
creature of any size, since it crawls all over its prey. A swarm
can move through squares occupied by enemies and vice
versa without impediment, although the swarm provokes an
attack of opportunity if it does so. A swarm can move through
cracks or holes large enough for its component creatures.
A swarm automatically strikes with its swarm attack any
creature whose space it shares at the end of its turn; this does not
require a check or an action on the swarm’s part. Swarm attacks
are not subject to a miss chance for concealment or cover.
A swarm’s attacks are nonmagical, unless the swarm’s descrip-
tion states otherwise. Damage reduction sufficient to reduce a
swarm attack’s damage to 0, being incorporeal, and other special
abilities usually give a creature immunity (or at least resistance)
to damage from a swarm. Some swarms also have poison or
other special attacks in addition to normal damage.
Swarms made up of Diminutive or Fine creatures are sus-
ceptible to high winds such as that created by a gust of wind
spell. Determine the effects of wind on a swarm as though the
swarm were the same size as one of its constituent creatures. A
swarm rendered unconscious by means of nonlethal damage
becomes disorganized and dispersed, and does not reform
until its hit points exceed its nonlethal damage.
Swarm Traits: No clear front or back and no discernable
anatomy; not subject to critical hits or flanking; cannot be
tripped, grappled, or bull rushed, and cannot grapple an op-
ponent; never staggered or reduced to a dying state by damage;
immune to any spell or effect that targets a specific number of
creatures (including single-target spells such as disintegrate).
A swarm takes half again as much damage (+50%) from
spells or effects that affect an area. A swarm made up of
Tiny creatures takes half damage from slashing and piercing
weapons. A swarm composed of Fine or Diminutive creatures
is immune to all weapon damage. Reducing a swarm to 0 hit
points or lower causes it to break up completely.
Clutter Swarm
Tiny Construct (Swarm)
Hit Dice: 2d10 (45 hp)
Initiative: +2
Speed: 40 ft.
Armor Class: 14 (+2 size, +2 Dex), touch 14, flat-footed 12
Base Attack/Grapple: +1/—
Attack: Swarm (1d6 bludgeoning)
Full Attack: Swarm (1d6 bludgeoning)
Space/Reach: 10 ft./0 ft.
Special Attacks: Distraction
Special Qualities: Construct traits, darkvision 60 ft., half dam-
age from piercing or slashing attacks, hardness 7, low-light
vision, swarm traits 29
 Saves: Fort +0, Ref +2, Will -5 10 on Climb checks, even if rushed or threatened. They use
Abilities: Str 8, Dex 14, Con —, Int —, Wis 1, Cha 1 their Dexterity modifier instead of their Strength modifier for
Environment: Any Climb checks.
Organization: Solitary or as created
Challenge Rating: 1
Treasure: None Quasit Swarm
Alignment: Always neutral Tiny Outsider (Chaotic, Extraplanar, Evil, Swarm)
Advancement: — Hit Dice: 11d8 (53 hp)
Level Adjustment: — Initiative: +7
Speed: 20 ft., fly 50 ft. (perfect)
Clutter swarms are created when animate object spells are Armor Class: 18 (+2 size, +3 Dex, +3 natural), touch 15,
used on large heaps of small objects. flat-footed 15
Base Attack/Grapple: +11/—
Combat Attack: Swarm (3d6 chaotic evil slashing plus poison)
Full Attack: Swarm (3d6 chaotic evil slashing plus poison)
Clutter swarms fight only as directed by the animator. They Space/Reach: 10 ft./0 ft.
follow orders without question and to the best of their abilities. Special Attacks: Poison, spell-like abilities
Construct Traits: Immune to all mind-affecting effects Special Qualities: Alternate form, concealment, damage reduc-
(charms, compulsions, phantasms, patterns, and morale ef- tion 5/cold iron or good, darkvision 60 ft., energy resistance
fects); immune to poison, sleep effects, paralysis, stunning, (fire 10), fast healing 2, frightful presence, half damage from
disease , death effects, and necromancy effects; cannot heal slashing or piercing attacks, poison immunity
damage on their own; not subject to critical hits, nonlethal Saves: Fort +7, Ref +10, Will +8
damage, ability damage, ability drain, fatigue, exhaustion, or Abilities: Str 8, Dex 17, Con 10, Int 10, Wis 12, Cha 10
energy drain; not at risk of death from massive damage; im- Skills: Bluff +6, Climb +7, Diplomacy +2, Disable Device +8,
mediately destroyed when reduced to 0 hit points or less. Disguise +0 (+2 acting), Hide +17, Intimidate +6, Knowl-
Distraction (Ex): Any living creature that begins its turn edge [the planes] +6, Listen +15, Move Silently +17, Search
with a clutter swarm in its space must succeed on a DC 11 +14, Spellcraft +10, Spot +14, Survival +9
Fortitude save or be nauseated for 1 round. The save DC is Feats: Improved Initiative, Weapon Finesse
Constitution-based. Environment: A chaotic evil-aligned plane
Organization: Solitary
Challenge Rating: 8
Monkey Swarm Treasure: None
Tiny Animal (Swarm) Alignment: Always chaotic evil
Hit Dice: 5d8 (26 hp) Advancement: 4–6 HD (Tiny)
Initiative: +2 Level Adjustment: —
Speed: 30 ft., climb 30 ft.
Armor Class: 14 (+2 size, +2 Dex), touch 14, flat-footed 12 Quasits usually operate singly when on the Material plane,
Base Attack/Grapple: +0/— but are sometimes encountered in large mobs in the depths
Attack: Swarm (1d8 piercing) where they come into being.
Full Attack: Swarm (1d8 piercing)
Space/Reach: 10 ft./0 ft.
Special Attacks: — Combat
Special Qualities: Half damage from piercing or slashing A quasit swarm’s swarm attack is treated as a chaotic-
weapons, low-light vision aligned, evil-aligned weapon for purposes of overcoming
Saves: Fort +2, Ref +4, Will +1 damage reduction .
Abilities: Str 3, Dex 15, Con 10, Int 2, Wis 12, Cha 5 Concealment (Su): A quasit swarm has concealment (20%
Skills: Balance +12, Climb +12, Escape Artist +4, Hide +10, miss chance) as many of its members are usually invisible.
Listen +4, Spot +4 See invisibility negates this concealment.
Feats: Agile, Improved Natural Attack [swarm], Weapon Frightful Presence (Su): Any creature of 11 HD or less that
FinesseB comes within a 30-ft. spread of a quasit swarm must make a
Environment: Warm forests Will save (DC 15) or become frightened. A creature that suc-
Organization: Solitary or barrel (2-4) ceeds at this save is immune to that quasit swarm’s frightful
Challenge Rating: 3 presence for twenty-four hours thereafter.
Advancement: — Poison (Ex): Injury, Fortitude DC 17, initial damage 1d4
Level Adjustment: — Dex, secondary damage 2d4 Dex. The save DC is Constitu-
tion-based and includes a +2 racial bonus.
Combat Spell-Like Abilities: Always active—detect good, detect
magic. While the individual quasits still have the invisibility
Monkey swarms mob anything that resembles a threat or a and cause fear abilities, the nature of the swarm changes
meal, biting, clawing, screaming and flinging filth. these into concealment and frightful presence for the swarm
Distraction (Ex): Any living creature that begins its turn as a whole.
with a swarm in its square must succeed on a DC 12 Fortitude Alternate Form (Su): A quasit swarm can assume the form
save or be nauseated for 1 round. The save DC is Constitu- and statistics of a bat swarm or centipede swarm at will as
tion-based. a standard action. It loses its poison attack while in any al-

30 Skills: Monkey swarms have a +8 racial bonus on Bal-

ance and Climb checks. They can always choose to take
ternate form. The quasit swarm does not regain hit points for
changing form.
 A stirge swarm looks like a swirling cloud of rusty wings
Raven Swarm and long probosci.
Tiny Animal (Swarm)
Hit Dice: 6d8 (30 hp)
Initiative: +6
Combat
Speed: 10 ft., fly 40 ft. (average) A stirge swarm quickly surrounds and attacks any warm-
Armor Class: 14 (+2 size, +2 Dex), touch 14, flat-footed 12 blooded creature it encounters.
Base Attack/Grapple: +0/— Attach (Ex): A creature which suffers Constitution dam-
Attack: Swarm (2d6 piercing plus blindness) age from a stirge swarm’s swarm attack suffers damage one
Full Attack: Swarm (2d6 piercing plus blindness) round later as if it were still in the stirge swarm. This is not
Space/Reach: 10 ft./0 ft. cumulative with swarm damage for creatures that are still in
Special Attacks: Blindness, distraction the swarm one round later.
Special Qualities: Half damage from slashing or piercing Blood Drain (Ex): A stirge swarm drains blood, inflicting
weapons, low-light vision, swarm traits 2d6 Constitution damage on any creature whose space it oc-
Saves: Fort +5, Ref +9, Will +4 cupies at the end of its move.
Abilities: Str 1, Dex 15, Con 10, Int 2, Wis 14, Cha 6 Dispersal (Ex): For each point of Constitution damage that
Skills: Listen +7, Spot +10 it inflicts, a stirge swarm suffers one point of nonlethal dam-
Feats: Alertness, Improved Initiative, Lightning Reflexes, age. A swarm whose nonlethal damage exceeds its hit points
Weapon FinesseB is disorganized and effectively dispersed until it recovers
Environment: Temperate forests nonlethal damage to less than its hit point total.
Organization: Solitary Distraction (Ex): Any creature that begins its turn with a
Challenge Rating: 4 stirge swarm in its square must make a Fortitude save (DC
Advancement: — 16) or be nauseated for one round. The save DC is Constitu-
Level Adjustment: — tion-based.

Ravens are known to attack in large groups when something

large and unwelcome enters their territory. Viper Swarm
Tiny Animal (Swarm)
Combat Hit Dice: 3d8 (17 hp)
Initiative: +7
Blindness (Ex): Any creature which takes swarm damage Speed: 15 ft., climb 15 ft., swim 15 ft.
from a raven swarm is blinded permanently unless it makes a Armor Class: 17 (+2 size, +3 Dex, +2 natural), touch 15,
Reflex save (DC 15). The save DC is Dexterity-based. flat-footed 14
Distraction (Ex): Any living creature that begins its turn Base Attack/Grapple: +0/—
with a raven swarm in its space must succeed on a DC 13 Attack: Swarm (1d6 piercing plus poison)
Fortitude save or be nauseated for 1 round. The save DC is Full Attack: Swarm (1d6 piercing plus poison)
Constitution-based. Space/Reach: 10 ft./0 ft.
Special Attacks: Poison
Special Qualities: Scent
Stirge Swarm Saves: Fort +2, Ref +5, Will +1
Tiny Magical Beast (Swarm) Abilities: Str 4, Dex 17, Con 11, Int 1, Wis 12, Cha 2
Hit Dice: 9d10 (54 hp) Skills: Balance +11, Climb +13, Hide +15, Listen +6, Spot
Initiative: +4 +7, Swim +12
Speed: 10 ft., fly 40 ft. (average) Feats: Athletic, Improved Initiative, Weapon FinesseB
Armor Class: 16 (+2 size, +4 Dex), touch 16, flat-footed 12 Environment: Temperate marshes
Base Attack/Grapple: +9/— Organization: Solitary or nest (2-3 swarms)
Attack: Swarm (2d6 Constitution) Challenge Rating: 3
Full Attack: Swarm (2d6 Constitution) Advancement: —
Space/Reach: 10 ft./0 ft. Level Adjustment: —
Special Attacks: Attach, blood drain, distraction
Special Qualities: Darkvision 60 ft., dispersal, half damage from
slashing or piercing attacks, low-light vision, swarm traits
Combat
Saves: Fort +8, Ref +10, Will +6 Poison (Ex): Injury, Fortitude save DC 12, initial and second-
Abilities: Str 3, Dex 19, Con 10, Int 1, Wis 12, Cha 6 ary damage 2d4 Con. The save DCs are Constitution-based.
Skills: Hide +14, Listen +8, Spot +8 Distraction (Ex): Any living creature that begins its turn
Feats: Ability Focus [distraction], Alertness, Great Fortitude, with a swarm in its square must succeed on a DC 11 Fortitude
Iron Will save or be nauseated for 1 round. The save DC is Constitu-
Environment: Warm marshes tion-based.
Organization: Colony (2–4), flock (5–8), or storm (9–14) Skills: Viper swarms have a +4 racial bonus on Hide, Listen,
Challenge Rating: 8 and Spot checks and a +8 racial bonus on Balance, Climb and
Treasure: None Swim checks, and apply their Dexterity modifer to Climb and
Alignment: Always neutral Swim checks in place of their Strength modifier. A viper swarm
Advancement: — can always choose to take 10 on a Climb check or Swim check,
Level Adjustment: — even if rushed or threatened. It can use the run action while
swimming, provided it swims in a straight line.
31
 Bog Fiend (Half-fiend <Lycanthrope (Giant Crocodile) <Troll>>)
Troll Form Hybrid Form Crocodile Form
Large Outsider (Augmented gi- Huge Outsider (Augmented gi- Huge Outsider (Augmented gi-
ant, Evil, Native, Shapechanger) ant, Evil, Native, Shapechanger)
ant, Evil, Native, Shapechanger)
Hit Dice: 13d8+106 (166 hp) 13d8+156 (218 hp) 13d8+156 (218 hp)
Initiative: +4 +5 +5
Speed: 30 ft., fly 30 ft. (average) 30 ft., fly 30 ft. (average) 20 ft., swim 30 ft., fly 20 ft. (ave.)
Armor Class: 21 (–1 size, +4 Dex, +8 natu- 23 (–2 size, +5 Dex, +10 natu- 23 (–2 size, +5 Dex, +10 natu-
ral), touch 13, flat-footed 17 ral), touch 13, flat-footed 18 ral), touch 13, flat-footed 18
Base Attack/Grapple: +9/+21 +9/+33 +9/+33
Attack: Claw +16 melee (1d6+8 magic Claw +23 melee (2d4+16 Bite +21 melee (2d8+24 magic
evil slashing) magic evil slashing) evil piercing)
Full Attack: 2 claws +16 melee (1d6+8 magic 2 claws +23 melee (2d4+16 evil Bite +21 melee (2d8+24 magic
evil slashing) and bite +11 melee magic slashing) and bite +18 me-
evil piercing) or tail slap +21
(1d8+4 magic evil piercing) lee (2d6+8 magic evil piercing)melee (1d12+24 magic evil
bludgeoning)
Space/Reach: 10 ft./10 ft. 15 ft./15 ft. 15 ft./10 ft.
Special Attacks: Rend 2d6+12, smite good +13, Rend 4d4+24, curse of lycan- Improved grab, curse of lycan-
spell-like abilities thropy, smite good +13, spell- thropy, smite good +13, spell-
like abilities like abilities
Special Qualities: Alternate form, damage reduc- Alternate form, damage reduction Alternate form, damage reduction
tion 10/magic, darkvision 90 10/magic and silver, darkvision 10/magic and silver, darkvision
ft., energy resistance (acid 10, 90 ft., energy resistance (acid 10, 90 ft., energy resistance (acid 10,
cold 10, electricity 10, fire 10), cold 10, electricity 10, fire 10), cold 10, electricity 10, fire 10),
hold breath, low-light vision, hold breath, low-light vision, hold breath, low-light vision,
lycanthropic empathy, poison lycanthropic empathy, poison lycanthropic empathy, poison
immunity, regeneration 5, scent, immunity, regeneration 5, scent, immunity, regeneration 5, scent,
spell resistance 23 spell resistance 23 spell resistance 23
Saves: Fort +18, Ref +11, Will +6 Fort +22, Ref +12, Will +6 Fort +22, Ref +12, Will +6
Abilities: Str 27, Dex 18, Con 26, Int 10, Str 43, Dex 20, Con 34, Int 10, Str 43, Dex 20, Con 34, Int 10,
Wis 11, Cha 8 Wis 11, Cha 8 Wis 11, Cha 8
Skills: Concentration +15, Handle Concentration +19, Handle Concentration +19, Handle
Animal +6, Hide +19, In- Animal +6, Hide +15*, In- Animal +6, Hide +15*, In-
timidate +6, Listen +18, Move timidate +8, Listen +18, Move timidate +6, Listen +18, Move
Silently +11, Spot +18, Survival Silently +12, Spot +18, Survival Silently +12, Spot +18, Survival
+7, Swim +26 +7, Swim +34 +7, Swim +34
Feats: Alertness, Endurance, Iron Alertness, Endurance, Iron Alertness, Endurance, Iron
WillB, Skill Focus [Hide], Track WillB, Skill Focus [Hide], Track WillB, Skill Focus [Hide], Track
Environment: Temperate swamps and river deltas gear is not affected, it does not regain hit points for changing
Organization: Solitary or troupe (1 bog fiend plus 2–4 trolls form, and only giant crocodile form can be assumed. It does
and 2-8 crocodiles) not assume the ability scores of the animal, but instead adds
Challenge Rating: 12 the giant crocodile’s physical ability score modifiers (Str +16,
Treasure: Standard Dex +2, Con +8) to its own ability scores. It also can assume
Alignment: Always chaotic evil a bipedal hybrid form with prehensile hands and animalistic
Advancement: By character class features.
Level Adjustment: +12 Changing form with this ability is a standard action.
A slain bog fiend reverts to its troll form, although it re-
Giants are also subject to the curse of lycanthropy, and a mains dead. Separated body parts retain their animal form,
weregator such as this creature’s parent might be vicious, evil however.
and warped enough to attact the interest of a demon inter- Hold Breath (Ex): A bog fiend can hold its breath for a
ested in breeding. The ferocious bog fiend may be mistaken number of rounds equal to 4 x its Constitution score before
for a strange new variety of dragon, depending on the form it risks drowning.
in which it is spotted. Improved Grab (Ex): To use this ability, a bog fiend in
A creature like this typically establishes itself as a local petty crocodile form must hit with its bite attack. It can then attempt
warlord, exacting tribute and safe passage tolls. to start a grapple as a free action without provoking an attack
of opportunity. If it wins the grapple check, the bog fiend
establishes a hold on the opponent with its mouth and drags
Combat it into deep water, attempting to pin it to the bottom.
A bog fiend’s natural weapons overcome damage reduction Lycanthropic Empathy (Ex): In any form, bog fiends can
as magic, evil-aligned weapons. communicate and empathize with normal, dire or giant croco-

32 Alternate Form (Su): A bog fiend can shift into animal

form as though using the polymorph spell on itself, though its
diles or alligators. This gives them a +4 racial bonus on checks
when influencing the animal’s attitude and allows the com-
 munication of simple concepts and (if the animal is friendly)
commands, such as “friend,” “foe,” “flee,” and “attack.”
Rend (Ex): If a bog fiend in troll or hybrid form hits with
both claw attacks, it latches onto the opponent’s body and
tears the flesh. This attack automatically deals an additional
2d6+9 points of damage.
Regeneration (Ex): Fire and acid deal normal damage to
a bog fiend. If a bog fiend loses a limb or body part, the lost
portion regrows in 3d6 minutes. The creature can reattach the
severed member instantly by holding it to the stump.
Smite Good (Su): Once per day a bog fiend can make a
normal melee attack that deals +13 damage if it strikes a good
foe. The extra damage is equal to its HD total.
Spell-like Abilities: 3/day—darkness, poison (DC 13), un-
holy aura (DC 17); 1/day—blasphemy (DC 16), contagion (DC
12), desecrate, unhallow, unholy blight (DC 13).
Skills: A bog fiend in hybrid or crocodile form has a +4
racial bonus on Hide checks when in the water. A bog fiend
in crocodile form has a +8 racial bonus on any Swim check to
perform some special action or avoid a hazard. It can always
choose to take 10 on a Swim check, even if distracted or en-
dangered. It can use the run action while swimming, provided
it swims in a straight line. Further, a bog fiend in crocodile form
can lie in the water with only its eyes and nostrils showing,
gaining a +10 cover bonus on Hide checks.
Mad Charger (Half-fiend <Unicorn>)
Large Outsider (Augmented magical beast, Evil, Native)
Hit Dice: 4d10+24 (46 hp)
Initiative: +5
Speed: 60 ft., fly 60 ft. (average)
Armor Class: 21 (–1 size, +5 Dex, +7 natural), touch 14,
flat-footed 16
Base Attack/Grapple: +4/+15
Attack: Horn +14 melee (1d8+10 evil magic piercing)
Full Attack: Horn +14 melee (1d8+10 evil magic piercing)
and 2 claws +6 melee (1d6+3 evil magic slashing) and bite
+6 melee (1d8+3 evil magic piercing)
Space/Reach: 10 ft./5 ft.
Special Attacks: Smite good +4, spell-like abilities
Special Qualities: Darkvision 60 ft., damage reduction
5/magic, energy resistance (acid 10, cold 10, electricity
10, fire 10), magic circle against evil, immunities (poison,
charm, compulsion), low-light vision, scent, spell resistance
14, wild empathy
Saves: Fort +10, Ref +9, Will +6
Abilities: Str 24, Dex 21, Con 23, Int 14, Wis 21, Cha 26
Skills: Jump +23, Listen +14, Move Silently +16, Spot +14,
Survival +11*, Bluff +11, Diplomacy +11, Heal +8, Hide +8,
Intimidate +11, Sense Motive +8, Use Magic Device +11
Feats: Alertness, Skill Focus (Survival)
Environment: Temperate forests
Organization: Solitary, pair, or grace (3–6)
Challenge Rating: 4
Treasure: None
Alignment: Always chaotic neutral
Advancement: 5–8 HD (Large)
Level Adjustment: +8 (cohort)
This creature, believed to be the result of a nightmare’s
rape of a unicorn, is off-white, with a a black mane and tail
streaked with crimson, and red eyes. Its wings are black with
silvery undersides.
Mad chargers speak Sylvan and Infernal, and are very
thoroughly insane.
A mad charger’s horn can be made into a rod of wonder
incurring half the normal costs of creation (3,000 gp and 240
xp). It can also be used as the head of an enchanted spear that
possesses both the holy and unholy special qualities.
Combat
This creature, torn between innate benevolence and a
dreadful seed of evil, is one of the most unpredictable crea-
tures ever born. It may attack, render aid, or change its mind
at a moment’s notice.
Magic Circle against Evil (Su): This ability continuously
duplicates the effect of the spell. A unicorn cannot suppress
this ability.
Spell-Like Abilities: Unicorns can use detect evil at will
as a free action.
Once per day a unicorn can use greater teleport to move
anywhere within its home. It cannot teleport beyond the forest
boundaries nor back from outside.
A unicorn can use cure light wounds three times per day
and cure moderate wounds once per day (caster level 5th)
by touching a wounded creature with its horn. Once per day 33
 it can use neutralize poison (DC 22, caster level 8th) with
a touch of its horn. The mad charger can also use darkness
3/day and desecrate 1/day , with a caster level of 4. The save
DCs are Charisma-based.
Wild Empathy (Ex): This power works like the druid’s wild
empathy class feature, except that a unicorn has a +6 racial
bonus on the check.
Skills: Unicorns have a +4 racial bonus on Move Silently
checks. *Unicorns have a +3 competence bonus on Survival
checks within the boundaries of their forest.
Serpents of Retribution
(Celestial <Viper Swarm>)
Tiny Magical Beast (Augmented Animal, Extraplanar, Good,
Swarm)
Hit Dice: 3d8 (17 hp)
Initiative: +7
Speed: 15 ft., climb 15 ft., swim 15 ft.
Armor Class: 17 (+2 size, +3 Dex, +2 natural), touch 15,
flat-footed 14
Base Attack/Grapple: +0/—
Attack: Swarm (1d6 piercing plus poison)
Full Attack: Swarm (1d6 piercing plus poison)
Space/Reach: 10 ft./0 ft.
Special Attacks: Poison, smite evil +1
Special Qualities: Darkvision 60 ft., energy resistance (acid
5, cold 5, electricity 5), scent, spell resistance 8
Saves: Fort +2, Ref +5, Will +1
Abilities: Str 4, Dex 17, Con 11, Int 3, Wis 12, Cha 2
Skills: Balance +11, Climb +13, Hide +15, Listen +6, Spot
+7, Swim +12
Feats: Athletic, Improved Inititaive, Weapon FinesseB
Environment: A good-aligned plane
Organization: Solitary or nest (2-3 swarms)
Challenge Rating: 3
Alignment: Always neutral good
Treasure: None
Advancement: —
Level Adjustment: —
Combat
The serpents of retribution surround and seek to slay any
evil creature they encounter.
Distraction (Ex): Any living creature that begins its turn with
a swarm in its square must succeed on a DC 11 Fortitude save or
be nauseated for 1 round. The save DC is Constitution-based.
Poison (Ex): Injury, Fortitude save DC 12, initial and second-
ary damage 2d4 Con. The save DCs are Constitution-based.
Smite Evil (Su): Evil creatures damaged by the serpents of
retribution’s swarm attack take +1 damage.
Skills: Serpents of retribution have a +4 racial bonus on
Hide, Listen, and Spot checks and a +8 racial bonus on Bal-
ance, Climb and Swim checks, and apply their Dexterity
modifer to Climb and Swim checks in place of their Strength
modifier. The serpents of retribution can always choose to
take 10 on a Climb check or Swim check, even if rushed or
threatened. The swarm can use the run action while swim-
ming, provided it swims in a straight line.
Swarm Traits: No clear front or back and no discernible
anatomy; not subject to critical hits or flanking. Reducing a
swarm to 0 hit points or lower causes it to break up; swarms
34 are never staggered or reduced to a dying state by damage.
Also, they cannot be tripped, grappled, or bull rushed, and
they cannot grapple an opponent.
A swarm is immune to any spell or effect that targets a
specific number of creatures (including single-target spells
such as disintegrate). A swarm takes half again as much dam-
age (+50%) from spells or effects that affect an area, such as
splash weapons and many evocation spells.
Spiritgold (Celestial <Wraith>)
Medium Undead (Good, Extraplanar, Incorporeal)
Hit Dice: 5d12 (32 hp)
Initiative: +7
Speed: Fly 60 ft. (good)
Armor Class: 15 (+3 Dex, +2 deflection), touch 15, flat-foot 12
Base Attack/Grapple: +2/—
Attack: Incorporeal touch +5 melee (1d4 plus 1d6 Constitu-
tion drain)
Full Attack: Incorporeal touch +5 melee (1d4 plus 1d6 Con-
stitution drain)
Space/Reach: 5 ft./5 ft.
Special Attacks: Constitution drain, create spawn, smite evil +5
Special Qualities: Damage reduction 5/cold iron, darkvision
60 ft., daylight powerlessness, divine energy inversion, en-
ergy resistance (acid 5, cold 5, electricity 5), incorporeal
traits, +2 turn resistance, spell resistance 10, undead traits,
unnatural aura
Saves: Fort +1, Ref +4, Will +6
Abilities: Str —, Dex 16, Con —, Int 14, Wis 14, Cha 15
Skills: Diplomacy +6, Hide +11, Intimidate +10, Listen +12,
Search +10, Sense Motive +8, Spot +12, Survival +2
Feats: AlertnessB, Blind-Fight, Combat Reflexes, Improved
InitiativeB
Environment: Any
Organization: Solitary, gang (2–5), or pack (6–11)
Challenge Rating: 6
Treasure: None
Alignment: Always lawful neutral
Advancement: 6–10 HD (Medium)
Level Adjustment: —
Spiritgolds are incorporeal spirits born of creatures slain
in the indiscriminate release of vast holy power. They gener-
ally appear as luminescent, nearly formless silhouettes near
ancient holy sites or on the sites of ancient battles between
good and evil. They are merciless with evil intruders, but can
occasionally be persuaded to ignore those who are good.
Spiritgolds speak Common and Celestial. They usually
come into existence on the Material plane, but are nonethe-
less considered extraplanar and can be dismissed or banished
by appropriate effects.
Combat
Unnatural Aura (Su): Animals, whether wild or domesti-
cated, can sense the unnatural presence of a spiritgold at a
distance of 30 feet. They will not willingly approach nearer
than that and panic if forced to do so; they remain panicked
as long as they are within that range.
Daylight Powerlessness (Ex): A spiritgold’s glow is invisible
in natural sunlight (not merely a daylight spell), leaving the
spiritgold unable to act.
Divine Engery Inversion: Despite being undead, spiritgolds,
like living beings, take damage from negative energy and are
healed by positive energy. Moreover, they are rebuked or com-
manded rather than turned or destroyed by turning attempts
that use positive energy, and attempts to rebuke or command
them using negative energy instead turn or destroy them.
Smite Evil (Su): Once per day, a spiritgold can declare one
melee attack a smite attack that deals +5 damage if it strikes
an evil target. The extra damage is HD-based.
Constitution Drain (Su): Living creatures hit by a spiritgold’s
incorporeal touch attack must succeed on a DC 14 Fortitude
save or take 1d6 points of Constitution drain. The save DC is
Charisma-based. On each such successful attack, the spiritgold
gains 5 temporary hit points.
Create Spawn (Su): Any humanoid slain by a spiritgold
becomes a spiritgold in 1d4 rounds. Its body remains intact
and inanimate, but its spirit is torn free from its corpse and
transformed. Spawn are under the command of the spiritgold
Appendix: The Animated
Magi, priests and necromancers have created golems and
other magical servitors for centuries; indeed, some of these
creations have survived for centuries, often outlasting their
creators. While most adepts who bind such servants are more
comfortable commanding human-like creatures, or find such
forms more suited to the servants’ intended purpose, some find
that some other shape better fills their needs, or has an unusual
artistic value, or lack the magical might to create the overbear-
ing gargantua usually associated with the word “golem.”
The following templates allow golem-like constructs of the
four most common materials—flesh, clay, stone & iron—to
be modelled after any creature desirable, and for the special
abilities of these creatures to be varied somewhat.
Creating a crafted servant
“Fleshcrafted,” “claycrafted,” “stonecrafted” and “ironcraft-
ed” are inherent templates that can be used to create creatures
from any corporeal creature with a solid form (hereinafter the
“base creature”). The resulting creation has the base creature’s
abilities and statistics except as described below.
Size and Type: Type changes to “construct.” The crafted
servant has none of the subtypes of the base creature, and does
not gain the augmented subtype. Size is unaffected.
Hit Dice and Hit Points: Drop any hit dice gained from
class levels, and change all racial hit dice (minimum 1) to
d10s. Additionally, the crafted servant gains additional hit
points based on its size, as typical for a construct:
Fine — Large 30
Diminutive — Huge 40
Tiny — Gargantuan 60
Small 10 Colossal 80
Medium 20
Speed: Determine the base creature’s speed if it were
wearing some measure of armor (light armor for fleshcrafted
servants, medium armor for claycrafted servants, and heavy ar-
mor for stonecrafted or ironcrafted servants). Use this modified
speed as the crafted servant’s base speed. If the base creature
has an ability that would affect its speed wearing armor, take
that ability into consideration normally, with respect to the ap-
propriate type of armor, when determining the crafted servant’s
speed. If the base creature has more than one speed, repeat this
calculation for each movement type the base creature has.
A fleshcrafted, claycrafted or ironcrafted servant with a fly
speed has a maneuverability one step worse than the base
creature. A stonecrafted creature with a fly speed has clumsy
maneuverability.
that created them and remain enslaved until its destruction
or banishment. They do not possess any of the abilities they
had in life.
Rules Flag
Normally, the celestial template can be applied only
to a living, corporeal nonevil creature—wraiths, of course,
are 0 for 3 on that score. The exemption is arbitrary, but these
wraiths have received divine energy inversion because it
makes sense in context. These celestial creatures also gained
DR 5/cold iron instead of 5/magic, since they cannot be hit
by nonmagic weapons.
An ironcrafted servant with a swim speed has its swim
speed reduced by an additional 10 ft., after adjustments for
wearing heavy armor; if this reduces its swim speed to 0, it has
no swim speed. Claycrafted and stonecrafted servants never
have swim speeds; moreover, claycrafted servants are severely
weakened whenever immersed halfway or more.
Armor Class: A crafted servant’s natural armor bonus is
equal to one-half its hit dice, plus a base value determined
by its type; +6 for fleshcrafted, +8 for claycrafted, +10 for
stonecrafted and +12 for ironcrafted. This replaces the base
creature’s natural armor bonus.
Base Attack/Grapple: A crafted servant’s base attack is
equal to three-quarters of its hit dice.
Attack: If the base creature can wield weapons, the crafted
servant can be created with as many weapons as it can wield at
once and is proficient in their use, but these weapons are con-
sidered natural weapons for the crafted servant. Otherwise, the
crafted servant uses the natural weapons of the base creature. If
the base creature has no natural weapons and the crafted servant
is not created with any weapons, it gains a slam attack.
Full Attack: A crafted servant that gains a slam attack can
make as many slams in a round as its base creature could com-
fortably make unarmed strikes (two for most humanoids). A
crafted servant using manufactured weapons makes a normal
full attack based on the number of weapons it wields and its
base attack. Other crafted servants make a full attack in the
same fashion as the base creature.
Damage: For claycrafted, stonecrafted or ironcrafted servants,
increase the damage of any natural weapons (including weapons
created with the servants that would normally be manufactured)
as if they had increased one step in size. If the crafted servant
gained a slam attack, determine the damage of that attack ac-
cording to the servant’s size and type, as follows:
Size Flesh Clay,Stone,Iron
Fine 1d3 1d4
Diminutive 1d4 1d6
Tiny 1d6 1d8
Small 1d8 2d4
Medium 2d4 2d6
Large 2d6 2d8
Huge 2d8 2d10
Gargantuan 3d6 3d8
Colossal 3d8 3d12
Special Attacks: A crafted servant retains only those special
attacks of the base creature specifically based on physical
shape, such as rend, rake, improved grab or constrict. Supernat- 35
 ural or spell-like abilities are lost, as are extraordinary abilites Sapping Gaze (Su): Five rounds after entering combat, and
not directly related to form, including poison and disease. every five rounds thereafter, an ironcrafted servant with this
Haste (Su): After a claycrafted servant has engaged in at power can enervate a single living creature by meeting its eyes.
least 1 round of combat, it can haste itself once per day as This is a free action for the ironcrafted servant and is treated
a free action. The effect lasts 3 rounds and is otherwise the as a gaze attack rather than a ranged touch attack, except that
same as the spell. only a single creature can be affected in any given round. If
A claycrafted, stonecrafted or ironcrafted servant can have the ironcrafted servant successfully meets the target creature’s
up to one of the following special abilities, according to its eyes, a black bolt connects their eyes for a moment, inflicting
type; each ability adds an additional spell prerequisite to the the target creature with 1d4 negative levels. These negative
servant’s creation. levels last one hour per hit die of the ironcrafted servant, to
Cursed Wound (Ex): Damage dealt by the natural weapons a maximum of fifteen hours. No save is necessary to avoid
of a claycrafted servant with this ability doesn’t heal naturally permanent level loss. Craft Prerequisite: enervate.
and resists healing spells. A character attempting to cast a Static Burst (Su): After four rounds of combat, this charged
conjuration (healing) spell on a creature damaged by a clay- ironcrafted servant can release a burst of electricity as a stan-
crafted must succeed on a caster level check (DC 15 + the dard action at a creature within 100 ft., dealing 1d6 electricity
claycrafted’s HD), or the spell has no effect on the injured damage per hit die of the ironcrafted (max 20d6). The bolt
character. Craft Prerequisite: commune. then arcs to a number of targets within 50 ft. of the first target,
Binding Presence (Su): Extradimensional or planar travel affecting up to one additional creature per die of damage in
of all kinds into or out of the area around such a claycrafted the original bolt and dealing half as much damage to these
servant becomes impossible once it enters combat. This ability targets as the original blast. All those affected are allowed a
functions continuously starting with the claycrafted’s first ac- Reflex save (DC 10 + one-half the ironcrafted servant’s HD)
tion, and lasts until it does not act for two consecutive rounds. for half damage. The bolt cannot arc back to the ironcrafted
Effects foiled by this barrier include astral projection, blink, di- servant that released it. After using this ability, the ironcrafted
mension door, ethereal jaunt, etherealness, gate, maze, plane servant cannot use it again for four rounds. Craft Prerequisite:
shift, shadow walk, teleport, and similar spell-like or psionic chain lightning.
abilities. The effect does not prevent summoned creatures from Special Qualities: A crafted servant loses most special
disappearing at the end of a summoning spell. This effect cov- qualities of the base creature. It retains any extraordinary
ers an emanation with a radius of 10 ft. plus 1 ft. per hit die of special qualities that improve its melee or ranged attacks.
the claycrafted. Craft Prerequisite: dimensional lock. All crafted servants gain certain traits in common, as well as
Fossilization (Su): When a claycrafted servant with this certain qualities specific to their type.
special attack strikes a creature with an attack that threatens Construct traits: Immune to all mind-affecting effects (charms,
a critical hit, the creature struck must succeed at a Fortitude compulsions, phantasms, patterns, and morale effects), poison,
save (DC 10 + one-half the claycrafted’s HD) or be petrified as sleep effects, paralysis, stunning, disease, death effects, and
if by a flesh to stone spell. Craft Prerequisite: flesh to stone. necromancy effects. Cannot heal damage on its own, but can
Slow (Su): Every two rounds when it is engaged in combat, be repaired through the use of the Craft Construct feat. Not
a stonecrafted servant with this ability generates a slow effect subject to critical hits, nonlethal damage, ability damage,
targeting the nearest creature within 10 ft. that is not already ability drain, fatigue, exhaustion, or energy drain; immune to
slowed. The effect lasts a number of rounds equal to one-half any effect that requires a Fortitude save (unless the effect also
the stonecrafted’s servant’s HD, is negated with a successful works on objects, or is harmless). Not at risk of death from
Will save (DC equals 10 + one-half the stonecrafted servant’s massive damage. Immediately destroyed when reduced to 0
HD), and is otherwise identical to the slow spell. Craft Pre- hit points or less; cannot be raised or resurrected. Does not
requisite: slow. sleep, breathe or eat.
Hold Person (Su): Every three rounds when it is engaged 60-ft darkvision and low-light vision.
in combat, a stonecrafted servant imbued with this power Damage Reduction: A crafted servant’s obdurate body gains
generates a hold person effect targeting the nearest human- damage reduction that can be overcome only by adamantine
oid creature within 10 ft. The effect lasts a number of rounds weapons, according to its size and type, as follows.
equal to one-half the stonecrafted servant’s HD, is negated or Size Flesh Clay Stone Iron
ended with a successful Will save (DC equals 10 + one-half
Fine DR 2 DR 5 DR 5 DR 5
the stonecrafted servant’s HD), and is otherwise identical to
the hold person spell. Craft Prerequisite: hold person. Diminutive DR 2 DR 5 DR 5 DR 5
Invisibility Purge (Su): Whenever it enters combat, such Tiny DR 2 DR 5 DR 5 DR 5
a stonecrafted servant is surrounded by a continual effect Small DR 5 DR 5 DR 5 DR 10
that supresses all invisibility effects within a 15-ft. emanation Medium DR 5 DR 5 DR 10 DR 10
centered on the stonecrafted servant. All invisible objects and Large DR 5 DR 10 DR 10 DR 15
creatures are visible as long as they remain in the affected Huge DR 5 DR 10 DR 15 DR 15
area. This ability takes effect when the stonecrafted servant first Gargantuan DR 10 DR 15 DR 15 DR 15
acts after determining initiative, and remains in force until it
Colossal DR 10 DR 15 DR 15 DR 20
has not acted for two consecutive rounds. Craft Prerequisite:
invisibility purge. Immunity to Magic (Ex): A crafted servant effectively has
Breath Weapon (Su): This is the ability most often granted to perfect spell resistance, ignoring the effects of any spell or abil-
Ironcrafted servants, allowing them to fill an adjacent cube of ity that is subject to spell resistance. Certain spells and effects
equal size to the ironcrafted servant’s space value with a cloud have unusual effects on a crafted servant; these spells are not
of poisonous gas lasting 1 round, as a free action once every subject to the crafted servant’s magic immunity. Depending
1d4+1 rounds; initial damage 1d4 Con, secondary damage on the crafted servant’s material, certain effects may slow it,

36 3d4 Con, Fortitude negates (DC 10 + one-half the ironcrafted

servant’s HD). Craft Prerequisite: cloudkill.
heal it, or apply other unusual effects.
 FLESH: A magical attack that deals cold or fire damage slows one-half the construct’s HD); it takes 1 minute of inactivity by
a fleshcrafted (as the slow spell) for 2d6 rounds, with no saving the construct to reset its berserk chance to 0%.
throw, instead of dealing damage. Once a claycrafted servant goes berserk, on the other hand,
A magical attack that deals electricity damage breaks any there is no known method that can reestablish control.
slow effect on the construct and heals 1 point of damage for Saves: All base saves are equal to one-third the crafted
every 3 points of damage the attack would otherwise deal. If servant’s hit dice, rounding down. Being a construct, the
the amount of healing would cause the fleshcrafted to exceed crafted servant is immune to effects that allow a Fortitude
its full normal hit points, it gains any excess as temporary hit save, unless they can also affect objects.
points. For example, a fleshcrafted hit by a lightning bolt heals Abilities: Determine the crafted servant’s base Strength
3 points of damage if the attack would have dealt 11 points of according to its size and type, then add the base creature’s
damage. A fleshcrafted creature gets no saving throw against Strength bonus to determine the crafted servant’s Strength
attacks that deal electricity damage. score. (Do not apply a negative Strength modifier for the base
CLAY: A move earth spell drives the construct back 120 feet creature’s Strength.)
and deals 3d12 points of damage to it. A disintegrate spell Size Flesh, Clay Stone Iron
slows the construct (as the slow spell) for 1d6 rounds and deals
Fine 2 4 6
1d12 points of damage. An earthquake spell cast directly at a
claycrafted creature stops it from moving on its next turn and Diminutive 2 4 6
deals 5d10 points of damage. The construct gets no saving Tiny 4 6 8
throw against any of these effects. Small 8 10 12
Any magical attack against a claycrafted servant that deals Medium 12 14 16
acid damage heals 1 point of damage for every 3 points of Large 20 22 24
damage it would otherwise deal. If the amount of healing Huge 28 30 32
would cause the servant to exceed its full normal hit points, it Garganutan 36 38 40
gains any excess as temporary hit points. For example, a clay-
Colossal 44 46 48
crafted creature hit by the breath weapon of a black dragon
heals 7 points of damage if the attack would have dealt 22 A crafted servant’s Dexterity score is equal to the base
points of damage. A claycrafted servant gets no saving throw creature’s Dexterity -2; fleshcrafted or claycrafted servants
against magical attacks that deal acid damage. have a maximum Dexterity of 19, ironcrafted servants are
STONE: A transmute rock to mud spell targeted on a stone- limited to a 17 Dexterity, and a stonecrafted servant’s Dex-
crafted creature slows it for 2d6 rounds (as the slow spell), with terity cannot exceed 15. All crafted servants have a Wisdom
no saving throw, while transmute mud to rock heals all of its score of 11, a Charisma score of 1, and no Constitution or
lost hit points. A stone to flesh spell does not actually change Intelligence scores.
the creatures’s structure or substance but negates its damage Environment: Any.
reduction and immunity to magic for 1 full round. Challenge Rating: Equal to one-third of the crafted servant’s
IRON: A magical attack that deals electricity damage slows HD, plus a base value according to the crafted servant’s type;
an ironcrafted creature (as the slow spell) for 3 rounds, with 3 for fleshcrafted, 4 for stonecrafted, and 5 for claycrafted or
no saving throw, instead of dealing damage. ironcrafted servants.
A magical attack that deals fire damage breaks any slow Treasure: None
effect on the ironcrafted and heals 1 point of damage for each Alignment: Always neutral.
3 points of damage the attack would otherwise deal. If the Advancement: Similar to the base creature, but crafted
amount of healing would cause the construct to exceed its full servants can be created at sizes that their model creatures do
normal hit points, it gains any excess as temporary hit points. not ordinarily reach.
For example, an ironcrafted hit by a fireball gains back 6 hit Level Adjustment: —.
points if the damage total is 18 points. An ironcrafted creature
gets no saving throw against fire effects.
Ironcrafted creatures are affected normally by rust attacks, Construction
such as that of a rust monster or a rusting grasp spell. Creating a crafted servant requires the Craft Construct feat
Regeneration (Ex): A claycrafted servant gains regeneration and certain spells, depending of the type of servant being
10, causing it to take only nonlethal damage from piercing crafted. The creator must have a caster level at least equal to
or slashing attacks. Bludgeoning attacks and energy or other the fleshcrafted creature’s final hit dice.
nonphysical attacks deal normal damage (providing that the Flesh animate dead Clay animate objects
claycrafted servant’s magic immunity does not block them). bull’s strength resurrection
Solubility (Ex): A claycrafted servant never has a swim geas/quest One of:
speed; moreover, it suffers the effects of one negative level limited wish • commune
each round that it is at least half immersed, even though con- • dimensional lock
structs are normally immune to negative levels. The Fortitude • flesh to stone
save DC to remove these negative levels is 15.
Stone antimagic field Iron limited wish
Berserk (Ex): When a fleshcrafted or claycrafted creature
geas/quest geas/quest
enters combat, there is a cumulative 1% chance each round
symbol of stunning polymorph any object
that its elemental spirit breaks free and the golem goes berserk.
One of: One of:
The uncontrolled construct goes on a rampage, attacking the
• slow • cloudkill
nearest living creature or smashing some object smaller than
• hold person • enervation
itself if no creature is within reach, then moving on to spread
• invisibility purge • chain lightning
more destruction. The creator of a fleshcrafted servant, if within
60 feet, can try to regain control by speaking firmly and per-
suasively to it, which requires a Charisma check (DC 15 +
The servant’s body must also be assembled or shaped from
valuable raw materials, requiring Craft checks and special 37
 ingredients. As with all Craft checks, the check result is multi-
plied by the Craft DC and accumulated until the total exceeds Ardencroft’s Creation (Fleshcrafted <Marilith>)
the finished value of the body. The ingredients and materials Large Construct
cost a total of one-third the value of the finished body. Hit Dice: 16d10+30 (122 hp)
FLESH: Assembling a fleshcrafted creature’s body is a Craft Initiative: +3
[leatherworking] project, but Heal may be used in place of Craft Speed: 40 ft.
for this project (even if the builder has no ranks in Craft [leath- Armor Class: 26 (–1 size, +3 Dex, +14 natural), touch 12,
erworking]); The DC for checks to create the body is equal to flat-footed 23
10 + one-half the resulting construct’s hit dice, and the body’s Base Attack/Grapple: +12/+25
finished value is equal to the fleshcrafted’s hit dice squared, mul- Attack: Slam +21 melee (1d8+9 bludgeoning) or tail slap +21
tiplied by 10 gp. The body must be assembled from appropriate melee (4d6+9 bludgeoning)
body parts which are not significantly decayed, fastened with Full Attack: 6 slams +21 melee (1d8+9 bludgeoning) and tail
special unguents and bindings; if a Craft check result indicates slap +19 melee (4d6+4 bludgeoning)
that any of the raw materials are ruined, the body cannot be used Space/Reach: 10 ft./10 ft.
for the original creature but may be used as raw materials for a Special Attacks: Constrict 4d6+13, improved grab
different fleshcrafted creature with half the cost or less. Special Qualities: Construct traits, berserk, damage reduc-
CLAY: Crafting a claycrafted creature’s body is a Craft [sculpt- tion 5/adamantine, darkvision 60 ft., immunity to magic,
ing] or Craft [pottery] project with checks against a DC equal to low-light vision
10 + one-half the resulting construct’s hit dice, and the finished Saves: Fort +5, Ref +8, Will +5
body’s value is the claycrafted’s hit dice squared, multiplied Abilities: Str 29, Dex 17, Con —, Int —, Wis 11, Cha 1
by 15 gp. The body must be cut from a single block of smooth Skills: Listen +0, Spot +0
clay, and anointed with rare oils and powders. Feats: MultiattackB, Multiweapon FightingB
STONE: Crafting a stonecrafted creature’s body is a Craft Environment: Any
[sculpting] or Craft [stonemasonry] project with checks against Organization: Solitary or pair
a DC equal to 10 + one-half the resulting construct’s hit dice, Challenge Rating: 8
and the body’s finished value is the stonecrafted’s hit dice Treasure: None
squared multiplied by 25 gp. The body must be cut from a Alignment: Always neutral
single block of hard stone, unflawed and of high quality, and Advancement: 17–20 HD (Large); 21–48 HD (Huge)
and cut with chisels of adamant and diamond; if a Craft check Level Adjustment: —
result indicates that any of the raw materials are ruined, the
body cannot be used for the original creature but may be used Ilya Ardencroft’s famous monstrosity (and the numerous
as raw materials for a different stonecrafted creature with half imitations since) bears an initial resemblance to a common
the cost or less. flesh golem, but two extra sets of shoulders and arms have been
IRON: Crafting a ironcrafted creature’s body is a Craft [ar- stacked under the neck, and the torso is attached to a monstrous
morsmithing] or Craft [weaponsmithing] project with checks constrictor’s tail rather than a pair of legs.
against a DC equal to 10 + one-half the resulting construct’s An “ardencrofter” rises about 9 feet tall and measures
hit dice, and the completed body is valued at the stonecrafted’s about 20 feet from head to tip of tail. It weighs about 4,000
hit dice squared multiplied by 35 gp. The body must be forged pounds.
and assembled from ingots of the purest iron, and sigils on
the body (usually on the inside surfaces) inlaid with exotic
enamels. Combat
The market price of a crafted servant is determined by its Berserk (Ex): When an ardencrofter enters combat, there
type, size, and hit dice, according to the table below. Multiply is a cumulative 1% chance each round that its elemental
the hit die value by the constructs total hit dice and add it to spirit breaks free and the construct goes berserk. The uncon-
the base value listed under size and type. trolled construct goes on a rampage, attacking the nearest
Size Flesh Clay Stone Iron living creature or smashing some object smaller than itself if
no creature is within reach, then moving on to spread more
Fine 125 gp 312 gp 625 gp 1,250 gp
destruction. The creature’s creator, if within 60 feet, can try to
Diminutive 250 gp 625 gp 1,250 gp 2,500 gp regain control by speaking firmly and persuasively to it, which
Tiny 500 gp 1,250 gp 2,500 gp 5,000 gp requires a Charisma check (DC 15 + one-half the construct’s
Small 1,000 gp 2,500 gp 5,000 gp 10,000 gp HD). It takes 1 minute of inactivity by the construct to reset
Medium 2,000 gp 5,000 gp 10,000 gp 20,000 gp its berserk chance to 0%.
Large 4,000 gp 10,000 gp 20,000 gp 40,000 gp Constrict (Ex): Ardencroft’s creation deals 4d6+13 points
Huge 8,000 gp 20,000 gp 40,000 gp 80,000 gp of damage with a successful grapple check. The constricted
Gargantuan 16,000 gp 40,000 gp 80,000 gp 160,000 gp creature must succeed on a DC 27 Fortitude save or lose
consciousness for as long as it remains in the coils and for
Colossal 32,000 gp 80,000 gp 160,000 gp 320,000 gp
2d4 rounds thereafter. The save DC is Strength-based.
+ per HD 2,000 gp 3,000 gp 5,000 gp 5,000 gp Improved Grab (Ex): To use this ability, Ardencroft’s creation
The total cost to create a crafted servant is one-half the must hit with its tail slap attack. It can then attempt to start a
market price, plus the cost of the body, plus XP equal to 1/25 grapple as a free action without provoking an attack of oppor-
of the market price. tunity. If it succeeds on the grapple check, it can constrict.
Immunity to Magic (Ex): A fleshcrafted creature effectively

Sample Crafted Servants has perfect spell resistance, ignoring the effects of any spell or
ability that is subject to spell resistance. Certain spells and ef-

38 Following are four crafted servants, one of each type (flesh,

clay, iron and stone).
fects have unusual effects on a fleshcrafted target; these spells
are not subject to the fleshcrafted’s magic immunity. A magical
attack that deals cold or fire damage slows a fleshcrafted (as
the slow spell) for 2d6 rounds, with no saving throw.
A magical attack that deals electricity damage breaks
any slow effect on the construct and heals 1 point
of damage for every 3 points of damage the attack
would otherwise deal. If the amount of healing would
cause the fleshcrafted to exceed its full normal hit
points, it gains any excess as temporary hit points.
For example, a fleshcrafted hit by a lightning bolt heals
3 points of damage if the attack would have dealt 11
points of damage. A fleshcrafted creature gets no saving
throw against attacks that deal electricity damage.
Feats: In combination with its construction, the
Creation’s Multiweapon Fighting feat allows it to at-
tack with all its arms at no penalty.

Creation
Emulating Ardencroft’s work is possible for a 16th-
level caster with the Craft Construct feat and access to
animate dead, bull’s strength, geas/quest and limited
wish. The finished body is worth 2,560 gp, and requires
parts, bindings and infusions worth 853 gp. The DC for
Craft checks made to construct the body is 18.
Market Price: 38,560 gp. Cost to Create: 20,560 gp
+ 1,440 xp.

Steel Smotherer (Ironcrafted <Darkmantle+2HD>)

Small Construct
Hit Dice: 3d10+10 (31 hp)
Initiative: -1
Speed: 15 ft., fly 20 ft. (clumsy)
Armor Class: 23 (+1 size, -1 Dex, +13 natural), touch 10,
flat-footed 23
Base Attack/Grapple: +2/+1
Attack: Slam +5 melee (1d6+4 bludgeoning)
Full Attack: Slam +5 melee (1d6+4 bludgeoning)
Space/Reach: 5 ft./5 ft.
Special Attacks: Improved grab, constrict 1d6+4, static burst
Special Qualities: Construct traits, DR 10/adamantine,
darkvision, immunity to magic, low-light vision
Saves: Fort +1, Ref +0, Will +1
Abilities: Str 16, Dex 8, Con —, Int —, Wis 11, Cha 1
Skills: Hide +3, Listen +0, Spot +0
Environment: Underground
Organization: Solitary, pair, clutch (3–9), or swarm (6–15)
Challenge Rating: 6
Treasure: None
Alignment: Always neutral
Advancement: 2–3 HD (Small); 4-9 HD (Medium); 10-17
HD (Large)
Level Adjustment: —
A steel smotherer looks like eight tentacles made from
braided iron wire, rising into a central cone ringed with garnet
eyes. Wire from the tentacles is spread out and woven into
enveloping membranes.
Combat
A steel smotherer is usually installed onto the ceiling of a
room as a guardian. It attacks by dropping onto its prey and
wrapping its tentacles around the opponent’s head. Once
attached, it squeezes and tries to suffocate the foe. If it is at-
tached to a creature when its static burst is released, the burst
generally targets the held creature.
Improved Grab (Ex): To use this ability, a steel smotherer
must hit a creature two sizes larger than it or smaller (usually
Huge) with its slam attack. It can then attempt to start a grapple
as a free action without provoking an attack of opportunity.
If it wins the grapple check, it attaches to the opponent’s
head and can constrict.
Constrict (Ex): A steel smotherer deals 1d6+7 points of
bludgeoning damage with a successful grapple check.
Static Burst (Su): After four rounds of combat, the steel
smotherer can release a burst of electricity as a standard ac-
tion at a creature within 100 ft., dealing 3d6 electricity dam-
age. The bolt then arcs to up to three targets within 50 ft. of
the first target, dealing half as much damage to these targets
as the original blast. All those affected are allowed a Reflex
save (DC 11) for half damage. The bolt cannot arc back to the
ironcrafted that released it. After using this ability, the steel
smotherer cannot use it again for four rounds.
Immunity to Magic (Ex): A steel smotherer effectively has
perfect spell resistance, ignoring the effects of any spell or
ability that is subject to spell resistance. Certain spells and
effects have unusual effects on a steel smotherer; these spells
are not subject to its magic immunity. A magical attack that
deals electricity damage slows the smotherer (as the slow
spell) for 3 rounds, with no saving throw.
A magical attack that deals fire damage breaks any slow
effect on the construct and heals 1 point of damage for each
3 points of damage the attack would otherwise deal. If the
amount of healing would cause the construct to exceed its full
normal hit points, it gains any excess as temporary hit points.
For example, a steel smotherer hit by a fireball gains back 6
hit points if the damage total is 18 points. Steel smotherers
get no saving throw against fire effects.
Steel smotherers are affected normally by rust attacks, such
as that of a rust monster or a rusting grasp spell.
39
 Creation
Crafting a steel smotherer requires a 3rd-level caster
with the Craft Construct feat and access to the spells limited
wish, geas/quest, polymorph any object, and chain lightning.
The body is worth 315 gp, and is crafted from pure iron worth
at least 105 gp, requiring Craft checks against a DC of 11.
Market Price: 25,315 gp. Cost to Create: 12,815 gp +
1,000 xp.
Clay Bird (Claycrafted <giant eagle>)
Large Construct
Hit Dice: 4d10+30 (56 hp)
Initiative: +2
Speed: 10 ft., fly 55 ft. (poor)
Armor Class: 21 (–1 size, +2 Dex, +10 natural), touch 11,
flat-footed 19
Base Attack/Grapple: +3/+14
Attack: Claw +10 melee (1d8+7 piercing plus fossilization)
Full Attack: 2 claws +10 melee (1d8+7 piercing plus fos-
silization) and bite +5 melee (2d6+3 slashing plus fos-
silization)
Space/Reach: 10 ft./5 ft.
Special Attacks: Fossilization, haste
Special Qualities: Construct traits, berserk, damage reduction
10/adamantine, darkvision 60 ft., immunity to magic, low-
light vision, regeneration 10
Saves: Fort +1, Ref +3, Will +1
Abilities: Str 24, Dex 15, Con —, Int —, Wis 11, Cha 1
Skills: Listen +0, Spot +0
Environment: Any
Organization: Solitary, pair, or eyrie (5–12)
Challenge Rating: 5
Treasure: None
Alignment: Always neutral
Advancement: 5–8 HD (Large); 9–12 HD (Huge)
Level Adjustment: —
Combat
Fossilization (Su): When the claycrafted strikes a creature
with an attack that threatens a critical hit, the creature struck
must succeed at a Fortitude save (DC 10 + one-half the clay-
crafted’s HD) or be petrified as if by a flesh to stone spell.
Haste (Su): All claycrafted have this ability. After it has
engaged in at least 1 round of combat, a claycrafted creature
can haste itself once per day as a free action. The effect lasts
3 rounds and is otherwise the same as the spell.
Berserk (Ex): When a claycrafted creature enters com-
bat, there is a cumulative 1% chance each round that its
elemental spirit breaks free and the construct goes berserk.
The uncontrolled construct goes on a rampage, attacking the
nearest living creature or smashing some object smaller than
itself if no creature is within reach, then moving on to spread
more destruction. Once a claycrafted goes berserk, no known
method can reestablish control.
Regeneration (Ex): A clay bird has regeneration 10, caus-
ing it to take only nonlethal damage from piercing or slashing
attacks. Bludgeoning attacks and energy or other nonphysical
attacks deal normal damage (providing that the claycrafted’s
magic immunity does not block them).
Immunity to Magic (Ex): A claycrafted creature effectively has
40 perfect spell resistance, ignoring the effects of any spell or ability
that is subject to spell resistance. Certain spells and effects have
unusual effects on a claycrafted target; these spells are not subject
to the claycrafted’s magic immunity. A move earth spell drives
the construct back 120 feet and deals 3d12 points of damage to
it. A disintegrate spell slows the construct (as the slow spell) for
1d6 rounds and deals 1d12 points of damage. An earthquake
spell cast directly at a claycrafted creature stops it from moving
on its next turn and deals 5d10 points of damage. The construct
gets no saving throw against any of these effects.
Any magical attack against a claycrafted that deals acid
damage heals 1 point of damage for every 3 points of damage
it would otherwise deal. If the amount of healing would cause
the construct to exceed its full normal hit points, it gains any
excess as temporary hit points. For example, a claycrafted
creature hit by the breath weapon of a black dragon heals 7
points of damage if the attack would have dealt 22 points of
damage. A claycrafted gets no saving throw against magical
attacks that deal acid damage.
Creation
Crafting a clay bird requires a caster of at least 4th level
with the Craft Construct feat and access to the spells animate
objects, resurrection and flesh to stone. The body is worth
240 gp, requires 80 gp worth of fine clay and materials, and
has a Craft DC of 12.
Market Price: 22,240 gp. Cost to Create: 11,240 gp +
880 xp.
Granite Charger (Stonecrafted <rhinoceros>)
Large Construct
Hit Dice: 8d10+30 (78 hp)
Initiative: -1
Speed: 20 ft.
Armor Class: 22 (–1 size, -1 Dex, +14 natural), touch 8,
flat-footed 22
Base Attack/Grapple: +4/+18
Attack: Gore +13 melee (2d8+15)
Full Attack: Gore +13 melee (2d8+15)
Space/Reach: 10 ft./5 ft.
Special Attacks: Powerful charge, hold person
Special Qualities: Construct traits, damage reduction 10/
adamantine, darkvision 60 ft., immunity to magic, low-
light vision.
Saves: Fort +2, Ref +1, Will +2
Abilities: Str 30, Dex 8, Con —, Int —, Wis 11, Cha 1
Skills: Listen +0, Spot +0
Feats: Improved Natural Attack [gore]B
Environment: Any
Organization: Solitary
Challenge Rating: 6
Treasure: None
Alignment: Always neutral
Advancement: 9–12 HD (Large); 13–24 HD (Huge); 25-36
HD (Gargantuan); 37-64 HD (Colossal).
Level Adjustment: —
This guardian resembles a great tusked beast, rough-hewn
from grainy red stone.
Combat
Powerful Charge (Ex): A granite charger deals 4d8+30
points of damage when it makes a charge.
Hold Person (Su): Every three rounds when it is engaged
in combat, a granite charger generates a hold person effect
targeting the nearest humanoid creature within 10 ft. The effect
lasts 4 rounds, is negated or ended with a successful Will save
(DC 14), and is otherwise identical to the hold person spell.
Immunity to Magic (Ex): A granite charger effectively has
perfect spell resistance, ignoring the effects of any spell or
ability that is subject to spell resistance. Certain spells and
effects have unusual effects on a granite charger; these spells
are not subject to its magic immunity.
A transmute rock to mud spell targeted on a granite char-
ger slows it for 2d6 rounds (as the slow spell), with no saving
throw, while transmute mud to rock heals all of its lost hit
points. A stone to flesh spell does not actually change the
construct’s structure or substance but negates its damage
reduction and immunity to magic for 1 full round.
Creation
Crafting a granite charger requires an 8th-level caster with
the Craft Construct feat and access to the spells antimagic field,
geas/quest, hold person, and symbol of stunning. The body is
worth 1,600 gp, and is crafted from a block of granite worth at
least 533 gp, requiring Craft checks against a DC of 14.
Market Price: 60,000 gp. Cost to Create: 31,600 gp +
2,400 xp.

Animated Darkly: Death Walking

Many of those without the resources or knowledge to create
constructs resort to an easier, faster way to create servants in
the likeness they desire; they raise the dead. In most fantasy
roleplaying, necromancy is considered a darker art, and those
who practice it risk corruption of their souls; nonetheless, it
provides results with considerably more ease than cutting
stone and binding elementals.
Certain entries are common to all simple undead, and have
been omitted from the tables below.
Environment: Undead are found wherever their creator
takes them or natural necromantic forces create them.
Organization: Mindless undead have no society or interac-
tion; they are found in whatever groups they were created in,
or as they have been assigned by their master.
Treasure: None. Mindless undead don’t collect treasure.
Alignment: Always neutral. Mindless undead cannot make
judgements about their actions. However, in campaigns where
the raising of undead is inherently disepicable, skeletons and
zombies should gain the (Evil) subtype.
Level Adjustment: —. Mindless undead cannot earn experi-
ence or gain class levels.
Behir Skeleton
This collection of bones resembles a centipede from a
nightmare.
Combat
A behir skeleton usually bites and grabs its prey first, then
claws it to shreds like a blender. It can employ its claws only
against foes caught in its coils.
Improved Grab (Ex): To use this ability, the skeleton must
hit a creature of any size with its bite attack. It can then at-
tempt to start a grapple as a free action without provoking an
attack of opportunity.

Behir Skeleton Crocodile Skeleton Deinonychus Skeleton

Huge Undead (Evil) Medium Undead (Evil) Medium Undead (Evil)
Hit Dice: 9d12 (64 hp) 3d12 (25 hp) 4d12 (31 hp)
Initiative: +6 +6 +7
Speed: 40 ft., climb 15 ft. 20 ft. 60 ft.
Armor Class: 13 (–2 size, +2 Dex, +3 natu- 14 (+2 Dex, +2 natural), touch 15 (+3 Dex, +2 natural), touch
ral), touch 10, flat-footed 11 12, flat-footed 12 13, flat-footed 12
Base Attack/Grapple: +4/+20 +1/+5 +2/+6
Attack: Bite +10 melee (2d4+12 Bite +5 melee (1d8+6 piercing) Talons +6 melee (2d6+4
piercing) or tail slap +5 melee (1d12+6 slashing)
bludgeoning)
Full Attack: Bite +10 melee (2d4+12 Bite +5 melee (1d8+6 piercing) Talons +6 melee (2d6+4 slash-
piercing) or tail slap +5 melee (1d12+6 ing) and 2 foreclaws +1 melee
bludgeoning) (1d3+2 slashing) and bite +1
melee (2d4+2 piercing)
Space/Reach: 15 ft./10 ft. 5 ft./5 ft. 5 ft./5 ft.
Special Attacks: Improved grab, rake 1d4+4 Improved grab —
Special Qualities: Can’t be tripped, damage Darkvision 60 ft., damage Darkvision 60 ft., damage
reduction 5/bludgeoning, reduction 5/bludgeoning, im- reduction 5/bludgeoning, im-
darkvision 60 ft., immunity to munity to cold, undead traits munity to cold, undead traits
cold, undead traits
Saves: Fort +3, Ref +5, Will +6 Fort +1, Ref +3, Will +3 Fort +1, Ref +4, Will +4
Abilities: Str 26, Dex 15, Con —, Int —, Str 19, Dex 14, Con —, Int —, Str 19, Dex 17, Con —, Int —,
Wis 10, Cha 1 Wis 10, Cha 1 Wis 10, Cha 1
Skills: Climb +16, Hide -6, Listen +0, Hide +2*, Listen +0, Spot +0, Hide +3, Jump +24, Listen +0,
Spot +0, Survival +0 Swim +4 Spot +0, Survival +0
Feats: Improved InitiativeB Improved InitiativeB Improved InitiativeB
Challenge Rating: 4 1 2
Advancement: 10–13 HD (Huge); 14–20 HD
(Gargantuan)
4–5 HD (Medium) 5–8 HD (Large) 41
 If it wins the grapple check, it establishes a hold and
can attempt up to six rake attacks against the creature
next round.
Rake (Ex): Six claws +10 melee (1d4+4 slashing).
Only against grappled opponents.
Skills: Behir skeletons have a +8 racial
bonus on Climb checks and can always
choose to take 10 on Climb checks, even
if rushed or threatened.
Crocodile Skeleton
Although skeleton crocodiles cannot
easily swim, they are still often found lying
in shallow water, ready to drag creatures
in. Not needing to breathe, they can hold
victims underwater indefinitely.
Combat
Improved Grab (Ex): To use this ability,
the skeleton must hit with its bite attack. It
can then attempt to start a grapple as a
free action without provoking an attack
of opportunity. If it wins the grapple
check, the crocodile skeleton estab-
lishes a hold on the opponent with its
mouth and drags it into deep water,
attempting to pin it to the bottom.
Skills: *A skeleton crocodile lying in
shallow water gains a +10 cover bonus
on Hide checks.
checks, even if rushed or threatened.
Deinonychus Skeleton
These bristling collections of teeth, claws and ribs
are sometimes raised from ancient tar pits or other fossil
sites.
Combat
Lacking the pack instincts they had in life, these hunt-
ers coordinate only as well as they can be ordered to.
Skills: A deinonychus skeleton has a +8 racial bonus
on Jump checks.
Dire Bear Skeleton
This ferocious creature is sometimes used as a
guardian by corrupt druids.
Combat
Improved Grab (Ex): To use this ability, the
skeleton must hit with a claw attack. It can then
attempt to start a grapple as a free action without
provoking an attack of opportunity.
Dire Rat Skeleton
Like the living rats they are made from, these crea-
tures are usually found in groups.
Combat
Dire rat skeletons usually swarm around targets,
tearing strips off with their teeth.
Skills: Dire rats have a +8 racial bonus on Climb
checks and can always choose to take 10 on Climb

Dire Bear Skeleton Dire Rat Skeleton Large Viper Skeleton

Large Undead (Evil) Small Undead (Evil) Large Undead (Evil)
Hit Dice: 12d12 (83 hp) 1d12 (6 hp) 3d12 (25 hp)
Initiative: +6 +8 +8
Speed: 40 ft. 40 ft., climb 20 ft. 60 ft.
Armor Class: 13 (–1 size, +2 Dex, +2 natu- 16 (+1 size, +4 Dex, +1 natu- 15 (–1 size, +4 Dex, +2 natu-
ral), touch 11, flat-footed 11 ral), touch 15, flat-footed 12 ral), touch 13, flat-footed 11
Base Attack/Grapple: +6/+20 +0/-4 +1/+5
Attack: Claw +15 melee (2d4+10 Bite +5 melee (1d4 piercing) Bite +0 melee (1d4 piercing)
slashing)
Full Attack: 2 claws +15 melee (2d4+10 Bite +5 melee (1d4 piercing) Bite +0 melee (1d4 piercing)
slashing) and bite +10 melee
(2d8+5 piercing)
Space/Reach: 10 ft./5 ft. 5 ft./5 ft. 10 ft./5 ft.
Special Attacks: Improved grab — —
Special Qualities: Darkvision 60 ft., damage Darkvision 60 ft., damage Darkvision 60 ft., damage
reduction 5/bludgeoning, im- reduction 5/bludgeoning, im- reduction 5/bludgeoning, im-
munity to cold, undead traits munity to cold, undead traits munity to cold, undead traits
Saves: Fort +4, Ref +6, Will +8 Fort +0, Ref +4, Will +2 Fort +1, Ref +5, Will +3
Abilities: Str 31, Dex 15, Con —, Int —, Str 10, Dex 19, Con —, Int —, Str 10, Dex 19, Con —, Int —,
Wis 10, Cha 1 Wis 10, Cha 1 Wis 10, Cha 1
Skills: Listen +0, Spot +0, Swim +10 Climb +12, Hide +8, Listen Balance +12, Climb +12, Hide
+0, Move Silently +4, Spot +0, +0, Listen +0, Spot +0, Swim
Swim +4 +0
Feats: Improved InitiativeB Improved InitiativeB, Weapon Improved InitiativeB
FinesseB
Challenge Rating: 6 1/3 1
42 Advancement: 13–16 HD (Large); 17–36 HD
(Huge)
2–3 HD (Small); 4–6 HD (Me-
dium)
4–5 HD (Large)
 Marilith Skeleton Minotaur Skeleton Sahuagin Mutant Skeleton
Large Undead (Extraplanar, Evil) Large Undead (Evil) Medium Undead (Aquatic, Evil)
Hit Dice: 16d12 (109 hp) 6d12 (44 hp) 2d12 (18 hp)
Initiative: +9 +5 +6
Speed: 40 ft. 30 ft. 30 ft., swim 60 ft.
Armor Class: 16 (–1 size, +5 Dex, +2 natu- 12 (–1 size, +1 Dex, +2 natu- 14 (+2 Dex, +2 natural), touch
ral), touch 14, flat-footed 11 ral), touch 10, flat-footed 11 12, flat-footed 12
Base Attack/Grapple: +8/+21 +3/+11 +1/+3
Attack: Longsword +16 melee (2d6+9 Greataxe +6 melee (3d6+6 Talon +3 melee (1d4+2 slash-
slashing, 19–20) or slam +16 slashing, x3) or gore +6 melee ing) or trident +3 melee (1d8+3
melee (1d8+9 bludgeoning) (1d8+4 piercing) piercing) or heavy crossbow +2
or tail slap +16 melee (4d6+9 ranged [120 ft.] (1d10 piercing,
bludgeoning) 19–20)
Full Attack: Primary longsword +16/+11 Greataxe +6 melee (3d6+6 Trident +3 melee (1d8+3 pierc-
melee (2d6+9 slashing, 19–20) slashing, x3) and gore +1 melee ing) and 2 talons +1 melee
and 5 longswords +16 melee (1d8+2 piercing) (1d4+2 slashing) and bite +1
(2d6+4 slashing, 19–20) and melee (1d4+1 slashing); or 4
tail slap +14 melee (4d6+4 talons +3 melee (1d4+2 slash-
bludgeoning); or 6 slams +16 ing) and bite +1 melee (1d4+1
melee (1d8+9 bludgeoning) slashing); or heavy crossbow +2
and tail slap +14 melee (4d6+4 ranged [120 ft.](1d10 piercing,
bludgeoning) 19–20)
Space/Reach: 10 ft./20 ft. 10 ft./10 ft. 5 ft./5 ft.
Special Attacks: — Powerful charge 4d6+6 Rake 1d4+1
Special Qualities: Darkvision 60 ft., damage Darkvision 60 ft., damage Darkvision 60 ft., damage
reduction 5/bludgeoning, im- reduction 5/bludgeoning, im- reduction 5/bludgeoning, im-
munity to cold, undead traits munity to cold, undead traits munity to cold, undead traits
Saves: Fort +5, Ref +10, Will +10 Fort +2, Ref +3, Will +5 Fort +0, Ref +2, Will +3
Abilities: Str 29, Dex 21, Con —, Int —, Str 19, Dex 12, Con —, Int —, Str 14, Dex 15, Con —, Int —,
Wis 10, Cha 1 Wis 10, Cha 1 Wis 10, Cha 1
Skills: Hide +1, Listen +0, Move Listen +0, Search +0, Spot +0 Hide +2, Listen +0, Ride +2,
Silently +5, Spot +0 Spot +0, Swim +10
Feats: Improved InitiativeB, Multi- Improved InitiativeB Improved InitiativeB, Multiat-
weapon FightingB tackB
Challenge Rating: 7 3 1
Advancement: 17–20 HD (Large); 21–48 HD — 3–5 HD (Medium), 6–10 HD
(Huge) (Large)

Dire rats use their Dexterity modifier for Climb and Swim
checks.
Large Viper Skeleton
These forbidding creatures are favored principally for their
psychological impact.
Combat
Snake skeletons make use of their improved Dexterity to
strike as early in the combat as possible.
Skills: Snake skeletons have a +8 racial bonus on Balance
and Climb checks. A snake skeleton can always choose to
take 10 on a Climb check, even if rushed or threatened. Snake
skeletons use either their Strength modifier or Dexterity modi-
fier for Climb checks, whichever is higher.
Marilith Skeleton
In the wake of demonic battles, the bodies of the fallen are
sometimes employed as last-ditch troops.
Combat
A skeletal marilith retains its ability to attack with all arms
at no additional penalty.
Minotaur Skeleton
These skeletons are often favored for their imposing pres-
ence and physical power.
Combat
These brutes are occasionally armed by their creators with
a falchion instead (2d6+6 slashing, 18-20).
Powerful Charge (Ex): A minotaur skeleton deals 4d6+6
piercing damage on a successful charge attack.
Sahuagin Mutant Skeleton
These warriors are sometimes raised by sahuagin clerics to
assist with raids, act as bodyguards, or ward temples.
Combat
When swimming, a sahuagin tears with its feet as it strikes
with its talons or a weapon. When a sahuagin master orders a
skeleton to attack, it usually intends to make a grisly example
of the target, favoring brutal tactics.
Rake (Ex): 2 claws +1 melee (1d4+1 slashing). A sahuagin
also gains two rake attacks when it attacks while swimming.
43

Huge Shark Skeleton
These dread minions are employed to guard sunken trea-
sures and underwater passages, as their cartilaginous skeletons
retain enough buoyancy and fin surface to swim.
Combat
Shark skeletons are less cautious or curious than their living
counterparts, either ignoring creatures or attacking without
hesitation.
Skills: A shark skeleton has a +8 racial bonus on any Swim
check to perform some special action or avoid a hazard. It can
always choose to take 10 on a Swim check, even if distracted
or endangered. It can use the run action while swimming,
provided it swims in a straight line.
Triceratops Skeleton
These creatures are most often found on the grounds of the
most ancient of fallen ruins.
Combat
A triceratops skeleton uses its trample attack on smaller
opponents, simply charging right past them.
Powerful Charge (Ex): When a triceratops skeleton charges,
its gore attack deals 4d8+20 points of damage.
Trample (Ex): Reflex half (DC 28). The save DC is Strength-
based.
Unicorn Skeleton
This creature’s horn has lost its power due to its taint of
negative energy.
Such creatures are often regarded by advocates of good or
nature as one of the foulest acts of corruption possible and are
sometimes created by necromancers specifically as a display
of contempt for the weakness of “good” or “noble” ideals.
Ape Zombie
This lumbering hulk is usually employed by a jungle sha-
man as proof of his occult power over his tribesfolk or the
shamans of other clans.
Combat
Skills: Apes have a +8 racial bonus on Climb checks and
can always choose to take 10 on Climb checks, even if rushed
or threatened.
Bat Zombie Swarm
Zombie bat swarms decay more rapidly when exposed
to sunlight, and are rarely dispatched during the daylight
hours.
Combat
A zombie bat swarm seeks to surround and attack any
intruder or creatures that it is ordered to attack.
Distraction (Ex): Any living creature that begins its turn
with a swarm in its space must succeed on a DC 13 Fortitude
save or be nauseated for 1 round. The save DC is Constitu-
tion-based.
Swarm Traits: No clear front or back and no discernible
anatomy; not subject to critical hits or flanking. Reducing a
swarm to 0 hit points or lower causes it to break up; swarms
are never staggered or reduced to a dying state by damage.
Also, they cannot be tripped, grappled, or bull rushed, and
they cannot grapple an opponent. A swarm takes half again
as much damage (+50%) from spells or effects that affect an
area, such as splash weapons and many evocation spells.

Huge Shark Skeleton Triceratops Skeleton Unicorn Skeleton

Huge Undead (Evil) Huge Undead (Evil) Large Undead (Evil)
Hit Dice: 10d12 (70 hp) 16d12 (110 hp) 4d12 (31 hp)
Initiative: +7 +4 +8
Speed: Swim 60 ft. 30 ft. 60 ft.
Armor Class: 14 (–2 size, +3 Dex, +3 natu- 11 (–2 size, +3 natural), touch 15 (–1 size, +4 Dex, +2 natu-
ral), touch 11, flat-footed 11 8, flat-footed 10 ral), touch 13, flat-footed 11
Base Attack/Grapple: +5/+18 +8/+26 +2/+11
Attack: Bite +8 melee (2d6+7 slashing) Gore +16 melee (2d8+15 pierc- Horn +6 melee (1d8+8 pierc-
ing) ing)
Full Attack: Bite +8 melee (2d6+7 slashing) Gore +16 melee (2d8+15 pierc- Horn +6 melee (1d8+8 pierc-
ing) ing) and 2 hooves +1 melee
(1d4+2 bludgeoning)
Space/Reach: 15 ft./10 ft. 15 ft./10 ft. 10 ft./5 ft.
Special Attacks: — Powerful charge 4d8+20, —
trample 2d12+15
Special Qualities: Darkvision 60 ft., damage Darkvision 60 ft., damage Darkvision 60 ft., damage
reduction 5/bludgeoning, im- reduction 5/bludgeoning, im- reduction 5/bludgeoning, im-
munity to cold, undead traits munity to cold, undead traits munity to cold, undead traits
Saves: Fort +3, Ref +6, Will +8 Fort +5, Ref +5, Will +10 Fort +1, Ref +5, Will +4
Abilities: Str 21, Dex 17, Con —, Int —, Str 30, Dex 11, Con —, Int —, Str 20, Dex 19, Con —, Int —,
Wis 10, Cha 1 Wis 10, Cha 1 Wis 10, Cha 1
Skills: Listen +0, Spot +0, Swim +13 Listen +0, Spot +0 Jump +17, Listen +0, Move
Silently +4, Spot +0
Feats: Improved InitiativeB Improved InitiativeB Improved InitiativeB
Challenge Rating: 5 7 2
44 Advancement: 11–17 HD (Huge) 17–32 HD (Huge); 33–48 HD
(Gargantuan)
5–8 HD (Large)
 Ape Zombie Bat Zombie Swarm Constrictor Snake Zombie
Large Undead (Evil) Diminutive Undead (Evil, Swarm) Medium Undead (Evil)
Hit Dice: 8d12+3 (60 hp) 6d12+3 (48 hp) 6d12 (47 hp)
Initiative: +1 +1 +3
Speed: 30 ft., climb 30 ft. 5 ft., fly 20 ft. (clumsy) 20 ft., climb 20 ft., swim 20 ft.
Armor Class: 16 (–2 size, +1 Dex, +6 natu- 15 (+4 size, +1 Dex), touch 15, 16 (+2 Dex, +4 natural), touch
ral), touch 10, flat-footed 15 flat-footed 14 12, flat-footed 14
Base Attack/Grapple: +4/+14 +3/— +3/+7
Attack: Claw +9 melee (1d6+6 slash- Swarm (2d6 piercing) Bite +7 melee (1d3+5 piercing)
ing) or slam +9 melee (1d8+6
bludgeoning)
Full Attack: 2 claws +9 melee (1d6+5 Swarm (2d6 piercing) Bite +7 melee (1d3+5 piercing)
slashing) and bite +4 melee
(1d6+2 piercing)
Space/Reach: 10 ft./10 ft. 10 ft./0 ft. 5 ft./5 ft.
Special Attacks: — Distraction Constrict 1d3+5, improved grab
Special Qualities: Damage reduction 5/slashing, Darkvision 60 ft., immune to Damage reduction 5/slashing,
darkvision 60 ft., single ac- weapon damage, single actions darkvision 60 ft., single actions
tions only, undead traits only, swarm traits, undead traits only, undead traits
Saves: Fort +2, Ref +1, Will +6 Fort +1, Ref +2, Will +3 Fort +2, Ref +4, Will +5
Abilities: Str 22, Dex 13, Con —, Int —, Str 5, Dex 13 Con —, Int —, Wis Str 19, Dex 15, Con —, Int —,
Wis 10, Cha 1 10, Cha 1 Wis 10, Cha 1
Skills: Climb +14, Listen +0, Spot +0 Listen +0, Spot +0 Balance +10, Climb +12, Hide
+2, Listen +0, Spot +0, Swim +12
Feats: ToughnessB ToughnessB ToughnessB
Challenge Rating: 3 2 2
Advancement: 10–16 HD (Large) Flight (2-4 swarms), or colony 8–10 HD (Medium); 12–20 HD
(11-20 swarms) (Large)

Constrictor Snake Zombie hazard. It can always choose to take 10 on a Swim check,
even if distracted or endangered. It can use the run
Zombie snakes are most frequently found guard- action while swimming, provided it
ing ancient jungle temples, or are employed by swims in a straight line.
smake-people to guard areas that sentient guards
cannot be trusted with.
Elephant Zombie
Combat These massive juggernauts are
Constrictor snakes hunt by grabbing prey often used as seige engines by
with their mouths and then squeezing it with undead warlords. This zombie
their powerful bodies. was animated from a slightly
Constrict (Ex): On a small elephant (10HD).
successful grapple check,
a constrictor zombie deals Combat
1d3+5 points of damage. Trample (Ex): Reflex half
Improved Grab (Ex): To (DC 26). The save DC is Strength-
use this ability, a constrictor based.
zombie must hit with its bite
attack. It can then attempt
to start a grapple as a free Hydra Zombie
action without provoking an Usually the work of a signifi-
attack of opportunity. If it wins cant and powerful necromancer, hy-
the grapple check, it establishes a dra zombies are usually used as tower
hold and can constrict. guards or arena spectacles.
Skills: Zombie constrictors
have a +8 racial bonus on Combat
Balance and Climb checks. Hydra zombies can attack with all
A snake can always choose to their heads at no penalty, even if they
take 10 on a Climb check, even charge during the round.
if rushed or threatened. Snakes A hydra zombie can be stopped only
use either their Strength modifier by slaying its body, but severing its heads
or Dexterity modifier for Climb reduces its danger level and deals
checks, whichever is higher. A snake damage to it. To sever a head, an
has a +8 racial bonus on any Swim check
to perform some special action or avoid a
opponent must make a successful
sunder attempt with a slashing weapon. (The 45
 player should declare where the attack is aimed before making
the attack roll.) Making a sunder attempt provokes an attack of
opportunity unless the foe has the Improved Sunder feat. An
opponent can ready an action to attempt to sunder a hydra’s
head when the creature bites at him. Each of a hydra’s heads
has hit points equal to the creature’s full normal hit point total,
divided by its original number of heads (14 hp for most hydra
zombies). Losing a head deals damage to the body equal to
half the head’s full normal hit points (typically 7 damage). A
zombie hydra is not at risk of blood loss. A hydra can no longer
attack with a severed head but takes no other penalties.
Zombie hydras do not regrow heads, but do not die until
their hit point total is exhausted. A headless hydra zombie can
still make slam attacks, although it is effectively blinded.
Targeted magical effects cannot sever a hydra’s heads (and
thus must be directed at the body) unless they deal slashing
damage and could be used to make sunder attempts.
Skills: Hydras have a +2 racial bonus on Listen and Spot
checks, thanks to their multiple heads.
A hydra has a +8 racial bonus on any Swim check to per-
form some special action or avoid a hazard. It can always
choose to take 10 on a Swim check, even if distracted or en-
dangered. It can use the run action while swimming, provided
it swims in a straight line.
Feats: A hydra’s Combat Reflexes feat allows it to use all
its heads for attacks of opportunity. To keep math simple, a
hydra zombie’s bonus Toughness feat grants it hit points equal
to its number of heads.
Combat
Skills: Because of their tails, lizardfolk have a +4 racial
bonus on Jump, Swim, and Balance checks.
Megaraptor Zombie
Since making a zombie generally requires a fresh corpse,
these trampling terrors are usually found near primeval grass-
lands, undisturbed jungles and other ancient places.
Pegasus Zombie
Regarded as a defilement as severe as animating a unicorn,
the zombie pegasus is a favored flying mount of blackguards.
Sea Cat Zombie
These creatures are sometimes found near sunken ships or
haunted reefs, in placed where they were hunted or fought.
Combat
Rend (Ex): A sea cat that hits with both claw attacks latches
onto the opponent’s body and tears the flesh. This automati-
cally deals an extra 2d6+6 points of damage.
Skills: A sea cat has a +8 racial bonus on any Swim check
to perform some special action or avoid a hazard. It can al-
ways choose to take 10 on a Swim check, even if distracted
or endangered. It can use the run action while swimming,
provided it swims in a straight line.

Lizardfolk Zombie
When an “open call” for undead soldiers is held in a marshy Vrock Zombie
region, these are often the dead that the swamp yields up. Casualties in the infernal wars are more common than
either side would like, and it’s not unusual for devils to send a
Elephant Zombie Hydra Zombie (Six Heads) Lizardfolk Zombie
Huge Undead (Evil) Huge Undead (Evil) Medium Undead (Evil, Reptilian)
Hit Dice: 20d12+3 (138 hp) 12d12+6 (84 hp) 4d12+3 (34 hp)
Initiative: -1 +0 -1
Speed: 40 ft. 20 ft., swim 20 ft. 30 ft.
Armor Class: 17 (–2 size, -1 Dex, +10 natu- 19 (–2 size, +11 natural), touch 16 (–1 Dex, +7 natural), touch
ral), touch 7, flat-footed 17 8, flat-footed 9 9, flat-footed 16
Base Attack/Grapple: +10/+29 +6/+18 +2/+4
Attack: Gore +19 melee (2d8+16 pierc- 6 bites +8 melee (1d10+4) or Claw +4 melee (1d4+2 slash-
ing) slam +8 melee (2d6+6 blud- ing) or slam +4 melee (1d6+2
geoning) bludgeoning) or javelin +1
ranged [30 ft.] (1d6+1 piercing)
Full Attack: Slam +19 melee (2d6+11 6 bites +8 melee (1d10+4) or 2 claws +4 melee (1d4+2 slash-
bludgeoning) and 2 stamps +14 slam +8 melee (2d6+6 blud- ing) and slam -1 melee (1d6+2
melee (2d6+5 bludgeoning); or geoning) bludgeoning) and bite -1 melee
gore +19 melee (2d8+16) (1d4+1 piercing); or javelin +1
ranged [30 ft.] (1d6+1 piercing)
Space/Reach: 15 ft./10 ft. 15 ft./10 ft. 10 ft./5 ft.
Special Attacks: Trample 2d8+16 — —
Special Qualities: Damage reduction 5/slashing, Damage reduction 5/slashing, Damage reduction 5/slashing,
darkvision 60 ft., single actions darkvision 60 ft., single actions darkvision 60 ft., single actions
only, undead traits only, undead traits only, undead traits
Saves: Fort +6, Ref +5, Will +12 Fort +4, Ref +4, Will +8 Fort +1, Ref +0, Will +4
Abilities: Str 32, Dex 8, Con —, Int —, Str 19, Dex 10, Con —, Int —, Str 15, Dex 8, Con —, Int —,
Wis 10, Cha 1 Wis 10, Cha 1 Wis 10, Cha 1
Skills: Listen +0, Spot +0 Listen +2, Spot +2, Swim +12 Balance +3, Jump +6, Listen
+0, Spot +0, Swim +6
Feats: ToughnessB Combat ReflexesB, ToughnessB* ToughnessB

46 Challenge Rating:
Advancement:
6
11–17 HD (Huge)
7
—
1
—
demon’s corpse against its former Megaraptor Zombie Pegasus Zombie
comrades. Even if animated on the Large Undead (Evil) Large Undead (Evil)
Material Plane, a vrock’s corpse is Hit Dice: 16d12+3 (125 hp) 8d12+3 (60 hp)
considered extraplanar and can Initiative: +1 +1
be dismissed or banished.
Speed: 60 ft. 60 ft., fly 120 ft. (clumsy)
Armor Class: 19 (–1 size, +1 Dex, +9 natu- 16 (–1 size, +1 Dex, +6 natu-
Baleen Whale ral), touch 10, flat-footed 18 ral), touch 10, flat-footed 15
Base Attack/Grapple: +8/+17 +4/+13
Zombie Attack: Talons +12 melee (2d6+6 slash- Hoof +8 melee (1d6+5 blud-
This behemoth is used by ing) geoning) or slam +8 melee
liches and other greater undead (1d8+7 bludgeoning)
as a powerful seagoing transport Full Attack: Talons +12 melee (2d6+6 2 hooves +8 melee (1d6+5
and hazard to shipping. slashing) and 2 foreclaws +7 bludgeoning) and bite +3 melee
melee (1d4+3 slashing) and bite (1d3+2 bludgeoning) and slam
Rules Flag +7 melee (1d8+3 piercing) +3 melee (1d8+2 bludgeoning)
Space/Reach: 10 ft./5 ft. 10 ft./5 ft.
A creature this size cannot Special Attacks: — —
be made into a zombie using a
Special Qualities: Damage reduction 5/slashing, Damage reduction 5/slashing,
standard animate dead spell. The
darkvision 60 ft., single actions darkvision 60 ft., single actions
cost of the required material com-
only, undead traits only, undead traits
ponent is 950 gp, and the spell
must be heightened to 7th level. Saves: Fort +5, Ref +6, Will +8 Fort +2, Ref +3, Will +6
The spell also gains an additional Abilities: Str 23, Dex 13, Con —, Int —, Str 20, Dex 13, Con —, Int —,
XP component of 10 xp for each Wis 10, Cha 1 Wis 10, Cha 1
hit die the undead gains over 20 Skills: Hide -3, Jump +18, Listen +0, Listen +0, Spot +0
(180 xp in this case). Spot +0
Feats: ToughnessB ToughnessB
Challenge Rating: 6 4
Advancement: 18–20 HD (Large) 10-16 HD (Large)

Sea Cat Zombie Vrock Zombie Baleen Whale Zombie

Large Undead (Evil) Large Undead (Extraplanar, Evil) Colossal Undead (Aquatic, Evil)
Hit Dice: 12d12+3 (86 hp) 20d12+3 (138 hp) 38d12+3 (255 hp)
Initiative: +0 +1 +0
Speed: 10 ft., swim 40 ft. 30 ft., fly 50 ft. (clumsy) Swim 40 ft.
Armor Class: 20 (–1 size, +11 natural), touch 24 (–1 size, +1 Dex, +14 natu- 27 (–8 size, +25 natural), touch
9, flat-footed 20 ral), touch 10, flat-footed 23 2, flat-footed 27
Base Attack/Grapple: +6/+15 +10/+21 +19/+52
Attack: Claw +10 melee (1d6+5 slash- Claw +16 melee (2d6+7 slash- Tail slap +28 melee (2d6+25
ing) or slam +10 melee (1d8+7 ing) bludgeoning) or slam +28 me-
bludgeoning) lee (4d6+25 bludgeoning)
Full Attack: 2 claws +10 melee (1d6+5 2 claws +16 melee (2d6+7 Slam +28 melee (4d6+17
slashing) and bite +5 melee slashing) and bite +11 melee bludgeoning) and tail slap +23
(1d8+2 piercing) and slam +5 (1d8+3 slashing) and 2 talons melee (2d6+8 bludgeoning)
melee (1d8+2 bludgeoning) +11 melee (1d6+3 piercing)
Space/Reach: 10 ft./5 ft. 10 ft./10 ft. 20 ft./15 ft.
Special Attacks: Rend 2d6+6 — —
Special Qualities: Damage reduction 5/slashing, Damage reduction 5/slashing, Damage reduction 5/slashing,
darkvision 60 ft., single actions darkvision 60 ft., single actions darkvision 60 ft., single actions
only, undead traits only, undead traits only, undead traits
Saves: Fort +4, Ref +4, Will +8 Fort +6, Ref +7, Will +12 Fort +12, Ref +12, Will +21
Abilities: Str 21, Dex 10, Con —, Int —, Str 25, Dex 13, Con —, Int —, Str 45, Dex 11, Con —, Int —,
Wis 10, Cha 1 Wis 10, Cha 1 Wis 10, Cha 1
Skills: Listen +0, Spot +0, Swim +13 Hide -3, Listen +0, Move Si- Listen +0, Spot +0, Swim +25
lently +1, Search +0, Spot +0
Feats: ToughnessB ToughnessB ToughnessB
Challenge Rating: 4 6 11
Advancement: 14–18 HD (Large); 20 HD (Huge) — 40–72 HD (Colossal)

Fin. 47
 Creatures by Challenge Rating
Challenge Rating 1/3
Dire Rat Skeleton............................................................ 42
Challenge Rating 1
Clutter Swarm................................................................. 29
Crocodile Skeleton ......................................................... 42
Lizardfolk Zombie .......................................................... 46
Sahuagin Mutant Skeleton .............................................. 43
Large Viper Skeleton ....................................................... 43
Challenge Rating 2
Bat Zombie Swarm ......................................................... 44
Deinonychus Skeleton .................................................... 42
Constrictor Snake Zombie............................................... 45
Unicorn Skeleton............................................................ 44
Challenge Rating 3
Ape Zombie.................................................................... 44
Cropminder (Celestial <Ankheg>)..................................... 4
Eagle of Bacchus (Half-celestial <Satyr>) (no pipes) ........ 28
Minotaur Skeleton .......................................................... 43
Monkey Swarm............................................................... 30
Nightflyer (Lycanthrope (Dire bat - 2HD) <Gnome>) ...... 16
Pegasus Zombie.............................................................. 46
Serpents of Retribution (Celestial <Viper Swarm>) .......... 34
Suffocating Night (Darkmantle + 3HD) ........................... 10
Viper Swarm ................................................................... 31
Challenge Rating 4
Ambush Whip (Choker Rogue) ......................................... 7
Behir Skeleton ................................................................ 41
Darkrunner (Fiendish <Centaur>) ..................................... 6
Fallen Comtesse (Ghost <Human Aristocrat>) ................. 17
Granite Charger (Stonecrafted <rhinoceros>) .................. 40
Horrendous Howling Horde
(Fiendish <Monkey Swarm>) .......................................... 22
Mad Charger (Half-fiend <Unicorn>).............................. 33
Raven Swarm.................................................................. 31
Seaspirit (Ghost <Merfolk Ranger>) ................................ 21
Sea Cat Zombie .............................................................. 46
Slithering Stone (Gray ooze + 5 HD)............................... 23
Spotted Brute (Lycanthrope (Hyena) <Orc Barbarian>).... 24
Terror Cock (Fiendish <Cockatrice + 4HD>) ..................... 8
Challenge Rating 5
Clay Bird (Claycrafted <giant eagle>) .............................. 40
Eagle of Bacchus (Half-celestial <Satyr>) (with pipes) ..... 28
Huge Shark Skeleton....................................................... 44
Challenge Rating 6
The Baron of Stellwood Manor
(Vampire <Human Adept>)............................................. 18
Bull Devil (Half-fiend <Minotaur>) ................................. 21
Dire Bear Skeleton.......................................................... 42
Elephant Zombie ............................................................ 45
48
Enveloping Nightmare
(Lycanthrope (Giant octopus - 2HD) <Sahuagin>).......... 27
Megaraptor Zombie ........................................................ 46
Spiritgold (Celestial <Wraith>)........................................ 34
Steel Smotherer (Ironcrafted <Darkmantle+2HD>) ......... 39
Vicarious Wyrmling
(Half-dragon (Copper) <Halfling Fighter>)....................... 16
Vrock Zombie................................................................. 46
Challenge Rating 7
Ancient Watcher (Gargoyle + 8HD) ................................ 14
Haunted Murder (Ghost <Raven swarm>) ....................... 25
Hydra Zombie ................................................................ 45
Marilith Skeleton ............................................................ 43
Triceratops Skeleton........................................................ 44
Challenge Rating 8
Ardencroft’s Creation (Fleshcrafted <Marilith>) ............... 38
Brass Serpent (Half-dragon (Brass) <Salamander>) .......... 28
Quasit Swarm ................................................................. 30
Stirge Swarm................................................................... 31
Challenge Rating 9
Bloodfang (Vampire <Medusa>) ..................................... 20
Challenge Rating 10
Howling Haunt (Ghost <Destrachan>)............................ 10
Medusa Drake (Half-dragon (Green) <Basilisk + 5HD>) ... 5
Wood Warden (Half-dragon (Silver) <Nymph Ranger>) .. 23
Challenge Rating 11
Dark Historian (Cloaker Bard)........................................... 7
Sunchaser (Celestial <Roc>) ........................................... 26
Baleen Whale Zombie .................................................... 47
Challenge Rating 12
Bog Fiend (Half-fiend
<Lycanthrope (Giant Crocodile) <Troll>>) ...................... 32
Dimension Crawler (Aranea Horizon Walker) ................... 4
Rainbow Apparition (Ghost <Couatl>) .............................. 9
Challenge Rating 13
Great Bodak (Bodak + 9HD)............................................. 6
Hero of the Hive (Half-celestial <Myrmarch formian>) ... 14
Serpent Sorcerer (Behir Sorcerer) ...................................... 5
Challenge Rating 14
Lizard Guardian (Lich <Lizardfolk Druid>) ..................... 18
Challenge Rating 15
Death Jackal (Lich <Gnoll Cleric>) ................................. 15
Divine Mystic (Half-celestial <Elf>)................................. 12
Challenge Rating 16
Spirit of Avarice (Ghost <Adult blue dragon>) ................. 11
Challenge Rating 21
Scion of the abyss
(Lich <Half-fiend <Dark elf> Wizard>) ........................... 13
 Creatures by Advancement Type
Additional Hit Dice
Ancient Watcher (CR 7) .................................................. 14
Great Bodak (CR 13)......................................................... 6
Medusa Drake (CR 10)...................................................... 5
Slithering Stone (CR 4) .................................................... 23
Steel Smotherer (CR 6) .................................................... 39
Suffocating Night (CR 3) ................................................. 10
Sunchaser (CR 11) .......................................................... 26
Terror Cock (CR 4) ............................................................ 8
Celestial Creatures
Cropminder (CR 3)............................................................ 4
Serpents of Retribution (CR 3) ......................................... 34
Spiritgold (CR 6) ............................................................. 34
Class Levels
Ambush Whip (CR 4) ........................................................ 7
The Baron of Stellwood Manor (CR 6)............................. 18
Dark Historian (CR 11) ..................................................... 7
Death Jackal (CR 15)....................................................... 15
Dimension Crawler (CR 12) .............................................. 4
Divine Mystic (CR 15)..................................................... 12
Fallen Comtesse (CR 4) ................................................... 17
Lizard Guardian (CR 14) ................................................. 18
Nightflyer (CR 3)............................................................. 16
Scion of the abyss (CR 21) .............................................. 13
Seaspirit (CR 4) ............................................................... 21
Serpent Sorcerer (CR 13)................................................... 5
Spotted Brute (CR 4) ....................................................... 24
Vicarious Wyrmling (CR 6) ............................................. 16
Wood Warden (CR 10).................................................... 23
Constructs
Ardencroft’s Creation (CR 8) ........................................... 38
Clay Bird (CR 5) .............................................................. 40
Granite Charger (CR 4) ................................................... 40
Steel Smotherer (CR 6) .................................................... 39
Fiendish Creatures
Darkrunner (CR 4) ............................................................ 6
Horrendous Howling Horde (CR 4)................................. 22
Terror Cock (CR 4) ............................................................ 8
Ghosts
Fallen Comtesse (CR 4) ................................................... 17
Haunted Murder (CR 7) .................................................. 25
Howling Haunt (CR 10) .................................................. 10
Rainbow Apparition (CR 12) ............................................. 9
Seaspirit (CR 4) ............................................................... 21
Spirit of Avarice (CR 16).................................................. 11
Half-Celestials
Divine Mystic (CR 15)..................................................... 12
Eagle of Bacchus (CR 3/5) ............................................... 28
Hero of the Hive (CR 13) ................................................ 14
Half-dragons
Brass Serpent (CR 8)........................................................ 28
Medusa Drake (CR 10)...................................................... 5
Vicarious Wyrmling (CR 6) ............................................. 16
Wood Warden (CR 10).................................................... 23
Half-fiends
Bog Fiend (CR 12)........................................................... 32
Bull Devil (CR 6)............................................................. 21
Mad Charger (CR 4) ........................................................ 33
Scion of the abyss (CR 21) .............................................. 13
Liches
Death Jackal (CR 15)....................................................... 15
Lizard Guardian (CR 14) ................................................. 18
Scion of the abyss (CR 21) .............................................. 13
Lycanthropes
Bog Fiend (CR 12)........................................................... 32
Enveloping Nightmare (CR 6).......................................... 27
Nightflyer (CR 3)............................................................. 16
Spotted Brute (CR 4) ....................................................... 24
Skeletons
Behir Skeleton (CR 4)...................................................... 41
Crocodile Skeleton (CR 1)............................................... 42
Deinonychus Skeleton (CR 2) ......................................... 42
Dire Bear Skeleton (CR 6) ............................................... 42
Dire Rat Skeleton (CR 1/3) .............................................. 42
Marilith Skeleton (CR 7).................................................. 43
Minotaur Skeleton (CR 3)................................................ 43
Sahuagin Mutant Skeleton (CR 1).................................... 43
Huge Shark Skeleton (CR 5) ............................................ 44
Large Viper Skeleton (CR 1)............................................. 43
Triceratops Skeleton (CR 7) ............................................. 44
Unicorn Skeleton (CR 2) ................................................. 44
Swarms
Clutter Swarm (CR 1) ...................................................... 29
Haunted Murder (CR 7) .................................................. 25
Horrendous Howling Horde (CR 4)................................. 22
Monkey Swarm (CR 3) .................................................... 30
Quasit Swarm (CR 8) ...................................................... 30
Raven Swarm (CR 4) ....................................................... 31
Serpents of Retribution (CR 3) ......................................... 34
Stirge Swarm (CR 8) ........................................................ 31
Viper Swarm (CR 3) ........................................................ 31
Vampires
The Baron of Stellwood Manor (CR 6)............................. 18
Bloodfang (CR 9) ............................................................ 20
Zombies
Ape Zombie (CR 3) ......................................................... 44
Bat Zombie Swarm (CR 2)............................................... 44
Elephant Zombie (CR 6).................................................. 45
Hydra Zombie (CR 7)...................................................... 45
Lizardfolk Zombie (CR 1)................................................ 46
Megaraptor Zombie (CR 6) ............................................. 46
Pegasus Zombie (CR 3) ................................................... 46
Sea Cat Zombie (CR 4).................................................... 46
Constrictor Snake Zombie (CR 2) .................................... 45
Vrock Zombie (CR 6) ...................................................... 46
Baleen Whale Zombie (CR 11)........................................ 47
49
OPEN GAME LICENSE Version 1.0a
The following text is the property of Wizards of the Coast, Inc. and is Copyright 2000 Wizards of the Coast, Inc (“Wizards”).
All Rights Reserved.
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15. COPYRIGHT NOTICE
OPEN GAME LICENSE V 1.0 Copyright 2000, Wizards of the Coast, Inc.
SYSTEM REFERENCE DOCUMENT Copyright 2000-2003, Wizards of the Coast, Inc.; Authors Jonathan Tweet, Monte Cook, Skip Wil-
liams, Rich baker, Andy Collins, David noonan, Rich Redman, Bruce R. Cordell, based on original material by E. Gary Gygax and
Dave Arneson.
A FLOCK OF FOES ©2005 Nevin Flanagan
A Gathering of Inspirations
The rise of the Open Game License has led to the publication of more new creatures than
any gamemaster could hope to remember. A Flock of Foes presents new creatures created
using standard templates and base creatures from the System Reference Document, as
well as the addition of levels in familiar classes. New rule content is kept to a minimum to
facilitate the easy use of these creatures and encounters in your game.

• Over 40 creatures you already know how to run, plus 20 skeletons and zombies.
• Evocative illustrations bring several creatures and antagonists to life.
• Suggestions for related items, power components, story hooks and other tidbits to help
integrate these creatures into your game.
• New templates for creating golems for new base creatures.
• Complete adjusted game statistics for each creature to speed up game preparation.

A Flock of Foes is Genjitsu’s first offering of new creatures built from familiar pieces, de-
signed as an excellent resource for time-starved gamemasters.

This guidebook requires the Dungeons & Dragons Player’s Handbook, 3rd Edition, pub-
lished by Wizards of the Coast, Inc. This product utilizes updated material from the v.3.5
revision.

GNJ33003