Nyag'thon, the Gnawing WhisperSize/Type:
Small Outsider (Chaotic, Evil, Extraplanar, Obyrith, Shapeshifter)Hit Dice:
16d8+192 (320 hp)Initiative:
30 ft. (6 squares), climb 30 ft. (+20 ft. while psionically focused)Armor Class:
31 (+7 Dex, +8 Natural, +1 Size, +4 Enhancement to Natural, +1 Deflection), touch , flat-footedBase Attack/Grapple:
+35 melee (1d6+18) or Bite
+34 melee (1d8+10) poisonFull Attack: 4 Tentacles
+35 melee (1d6+18), Tentacle
+30 melee (1d6+18), Tentacle
+25 melee (1d6+18), Tentacle
+20 melee (1d6+18), Tentacle
+15 melee (1d6+18), Bite
+34 melee (1d8+10) poisonSpace/Reach:
5 ft./15 ft.Special Attacks: Constrict (Ex):
Nyag'thon deals 2d4+2 points of damage with a successful grapple check. Receiving damage from this attack also subjects it's victim to poison. Improved Grab (Ex):
To use this ability Nyag'thon must first hit with two tentacle attacks. It can then immediately attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and may immediately constrict. Nyag'thon receives a +4 racial bonus on grapple checks. Poison (Ex):
Injury from Constrict, Fortitude Save (DC 10 + 1/2 HD + Con), 1d3 Dex/1d3 Dex; Injury from Bite, Fortitude Save (DC 10 + 1/2 HD + Con), 1d6 Str/1d6 Str. Take Spells (Su):
If Nyag'thon replaces a spellcaster (see below) it retains any arcane spells prepared by the dead character and may cast them as if it had prepared the spells itself. It must meet the minimum ability score needed to cast the spell based on the type of caster replaced, or else the spell is unavailable to it. If it replaces a spontaneous caster, it retains the available spell slots of the dead spell caster, and can use any spells the dead host knew. These spells cannot be regained after they have been used. Wear Flesh (Su):
Nyag'thon may bore its way into a helpless or willing living creature's body, slipping its slimy tentacles into the spaces between organs and muscles and disappearing into the victim. The victim must be the same size or larger than it. The entire process requires 1 minute of work as it slithers its way in through any available orifice. It may choose to either inhabit or replace the victim (see below). Incorporeal creatures, constructs, elementals, oozes, plants, and undead are immune to this ability. Nyag'thon may abandon a body it has inhabited or replaced with a full-round action that deals 3d6 points of damage to the host. It may also be forced to vacate the body by a remove disease
or dispel evil/chaos
spell (the caster must succeed on a check to overcome Nyag'thon's spell resistance) or a heal
or limited wish
spell (which expels Nyag'thon without dealing damage to the hose). Inhabit:
Nyag'thon leaves it s victim alive and aware. It is tied directly into the victim's mind and may inflict any array of sensations that it desires, a Will Save (DC 10 + 1/2 HD + Cha) nullifies the majority of the effect. This means it may inflict a wide variety of status conditions upon the host at will (Fear effects are most common). Nyag'thon may take only limited physical actions while inhabiting a host, such as the use of its Morphic special qualities which it may use to give its host a variety of natural weapons, it is unrestricted in the mental actions it may take. When the host takes damage, Nyag'thon takes half of the damage before applying any of it's damage reduction or resistances. This does not reduce the amount of damage the host takes. Replace:
Nyag'thon bores out the victim's mind, killing the victim. It then animates the body, effectively acting as the nervous system of the dead host. The body remains alive, hosting Nyag'thon. This functions like a polymorph
spell into the victim's exact form, except that Nyag'thon may remain in the victim's form for up to a year, and it leaves the victim's corpse behind when it chooses to leave. Nyag'thon uses the victim's physical ability scores in place of its own, as described by polymorph
. Form of Madness (Sp):
A creature within 60 feet that observes Nyag'thon must attempt a Will save (DC 10 + 1/2 HD + Cha). Failure indicates the creature's mind is warped and twisted, and he comes to see his own imperfections magnified. The victim takes 1d6 points of Charisma drain as his sense of self-worth and personality are diminished. Additionally it sees that fusing with another creature (likely Nyag'thon) will remove it's imperfections and replace it with a more perfect form--the victim takes a -4 penalty to resist any mental influence (spells or skill checks) designed to convince the victim to fuse with a greater being in some way. A creature that makes the save is immune to this effect for 24 hours. This is a mind-affecting ability. Chaotic evil outsiders are immune to its form of madness ability. The insanity caused is permanent in most cases, but can be removed by greater restoration, heal, limited wish, miracle
, or wish
32; Psychic Warrior Powers Known
1st--dimension hop, inertial armor, chameleon
2nd--damp power, hustle, strength of my enemy
3rd--claws of the vampireSpell-Like Abilities
Caster level 16th, save DCs are Charisma-based.
At-will - astral projection, word of chaos, desecrate, detect good, detect law, greater dispel magic, greater teleport, plane shift, polymorph
(self only), telekinesis, unhallow, cloak of chaos, chaos hammer, girallon's blessing, greater magic fang
3/day - symbol of insanity
(DC X), evard's black tentacles, greater enlarge person
1/day - enveloping cocoon, soul linkSpecial Qualities: Morphogenic Qualities (Ex):
The abilities, special attacks, and special qualities reflect Nyag'thon's typical form, a dark mass of liquid shadow. This is not it's true shape, see stasis of truth
Damage Reduction: 20/cold iron, epic, and good)
Resistance: cold 10, electricity 10, acid 10, fire 10
Spell resistance 29
Immunity: Immune to Poison, Stunning, Critical Hits, Fear, and Mind-Affecting spells and abilities
Fast Healing 7
Darkvision 60 ft.
Telepathy 100 ft. Enhanced Attributes (Ex):
Nyag'thon's skills are extremely potent, increasing the save DC of all special attacks, spells, and spell-like abilities by 4. Regrow Limbs (Ex):
If Nyag'thon loses a limb, head, or body part, a new one grows in 1 round. Nyag'thon cannot be slain by a vorpal weapon's head-severing ability. True Seeing (Su):
Nyag'thon is under the constant effect of a true seeing spell. This effect cannot be dispelled. Share Spells (Su):
Any spell, psionic power, or spell-like ability that Nyag'thon uses may also affect its host at its discretion, even if the spell normally only has the range of personal. Likewise any spell that the host casts also affects Nyag'thon, regardless of the desire of the host, even if the range is personal. Spells cast outside of the host or Nyag'thon can only affect one or the other unless it is an area of effect spell. Share Attacks (Ex):
Nyag'thon may manifest any of its natural attacks on any part of its host's body, as well as use its Morphic Weapons ability to grant or alter any natural weapons the host has. Mantle of Freedom (Ex):
Nyag'thon may learn powers from the Freedom Mantle. Additionally, while psionically focused, Nyag'thon gains a +10-foot bonus to your speed and may expend its psionic focus to add its manifester level to a roll made to resist being grappled or to escape from a grapple. Morphic Immunities (Ex):
Nyag'thon is adept at distributing its form's vital organs around its body to keep them safe from harm, granting it immunity to stunning and critical hits. Morphic Weapons (Su):
As a move action, Nyag'thon can grow natural weapons such as claws or fangs, allowing a natural attack that deals the appropriate amount of damage according to the size of the new form. These morphic weapons need not be natural weapons that the creature already possesses. If Nyag'thon's form already has a natural weapon of that type, the weapon deals damage as if it were one category larger. Morphic Body (Su):
Due to its precise control over its form it gains +4 Strength and +4 Constitution. Morphic Reach (Su):
Nyag'thon may suddenly stretch its limbs, neck, or any other appendages outward, giving it 5 more feet of reach than the creature it's emulating. Unlike most creatures, it doesn't appear to have a longer reach until it actually uses it. Morphic Healing (Su):
Nyag'thon is able to change its form where wounds appear, creating smooth skin where once there were wounds. It gains an additional fast healing 2, and if it spends a full-round action and succeeds on a Concentration check (DC equal to the total damage it has sustained), it heals 10 points of damage. Flashmorph (Su):
Nyag'thon may change shape using its polymorph
spell-like ability as a move action instead of a standard action. Speed of Thought (Su):
While psionically focused, Nyag'thon gains an insight bonus to its speed of 10 feet. Overchannel (Su):
While manifest a power, Nyag'thon may increase its effective manifester level by up to 3 by taking a variable amount of damage (+1 ML is 1d8 damage, +2 ML is 3d8 damage, and +3 ML is 5d8 damage). Nyag'thon may reduce this damage to 0 by expending its psionic focus when using this ability. Mind over Body (Ex):
Nyag'thon heals ability damage and ability burn damage more quickly than normal, it heals 1 + Constitution Bonus points of damage per day. Swarm Form (Su):
Nyag'thon can take the form of a swarm of spiders or fuse back to its normal form at will as a standard action. Changing shape infuses Nyag'thon with a surge of vigor healing by 16 points of damage.
Speed: 20 ft. (6 squares), climb 20 ft.
Space/Reach: 10 ft./0 ft.
Distraction (Ex): Any living creature beginning their turn in a square occupied by the swarm is nauseated for 1 round; a Fortitude save negates the effect (DC 10 + 1/2 HD + Con). Even with a successful save, spellcasting or concentrating on spells within the area of the swarm requires a Concentration check (DC 20 + Spell level). Using skills requiring patience and concentration require a DC 20 Concentration check.
Swarm Attack (Ex): Any creature in a square occupied by the swarm at the end of the swarm's turn automatically takes 4d6 damage.
Hive Mind (Ex): Nyag'thon is immune to any spell or effect that targets a specific number of creatures while in swarm form.
Immune to Weapon Damage (Ex): Weapon attacks are useless against a swarm of Diminutive creatures.
Tremorsense (Ex): The swarm can pinpoint the location of anything in contact with the ground within 60 feet.
Skills: The swarm gains a +10 bonus to disguise attempts to appear as a normal swarm of spiders.
Being unable to change is Nyag'thon's only true fear. It's
is still a lie, but it is the original form to which it was bound when it formed from the endless chaos of the abyss. It is a vaguely humanoid creature with rippling flesh that changes color and shape frequently but without any conscious control from Nyag'thon. While within this shape it loses all extraordinary, supernatural, and spell-like abilities except for regrow limbs
and it's immunities to poison, fear, and mind-affecting spells and abilities. Furthermore it's physical stats are reduced to 10. There are three ways to inflict this state upon Nyag'thon: Imprisonment
, Stasis Clone
, or binding it within a geometrically perfect net of spider silk (Craft DC 30, materials cost 1000g). Imprisonment
forces Nyag'thon into this true shape instead of the normal effects of the spell, though it is restricted to a 10 foot cube space, this effect bypasses its spell resistance and it is not allowed to make a saving throw to resist its effect. Nyag'thon remains imprisoned thus until either a freedom
spell is cast to free it, or until it has agreed to perform a task for the caster as described below. Stasis Clone
rips it's current shape away from it and shunts it into the prepared clone, leaving Nyag'thon in its true shape, however it is not imprisoned or restricted in any way and may escape if the caster does not trap it in some way. The clone is inert and will quickly decay away over the course of 4 hours, after which Nyag'thon immediately reverts to the shape it had last used. Its form is also returned to it if it agrees to perform a task for the caster as described below.
A net of spider silk of sufficient size and perfectly shaped geometry (any geometric shape is valid) may be used to capture and bind Nyag'thon. When the net is pulled tight its form is sucked into the spider silk, turning it a black, tar-like color as it is forced into its true shape. Nyag'thon may attempt to escape the net, with its reduced physical stats, but remains in its true shape until it is freed by some other creature or until it agrees to perform a task for its captor as described below.
To regain its shape it may enter into a contract with whoever forced it into its true shape. This task must have an attainable goal, the captor cannot force it into agreeing to tasks that would last forever (such as "never harm another living creature" or "guard this temple from all intruders"), nor may the task be self-destructive for Nyag'thon. After both parties agree to the terms of the bargain Nyag'thon's form is immediately returned to it, and it must begin fulfilling the task to the best of its ability. In addition the creature that forced it into the bargain is temporarily immune to all of Nyag'thon's abilities until the task is complete. Nyag'thon must make progress on the task every day or else it risks being forced back into it's true shape for 12 hours, during which time it is extremely vulnerable though cannot be forced into any other tasks by creatures that discover it. This forced change requires a Fortitude save (DC 25 + the number of days Nyag'thon has not made progress on the task).
Forcing Nyag'thon to revert to his true shape while inhabiting a host expels him from the host without dealing damage.
Born of the chaos of the Abyss has made Nyag'thon extremely reliant on the chaotic energies within its form. It is thus extremely vulnerable to any spells with the Law descriptor. All such spells affect it as if they were cast with the Maximize metamagic feat. If such a spell is already benefiting from the Maximize metamagic feat then it instead gains an extra 50% of its previous base values. Furthermore such spells bypass Nyag'thon's spell resistance, and any applicable resistances or immunities it has.
Fort +28, Ref +23, Will +21Abilities:
Str 42 (+16), Dex 24 (+7), Con 34 (+12), Int 14 (+2), Wis 20 (+5), Cha 24 (+7)Skills:
Autohypnosis 10 (+15), Balance 10 (+17), Bluff 19 (+26), Climb 5 (+20), Concentration 19 (+31), Diplomacy 15 (+22), Disguise 10 (+17), Hide 15 (+36), Intimidate 15 (+22), Knowledge (The Planes) 5 (+7), Listen 15 (+20), Move Silently 10 (+21), Psicraft 5 (+7), Sense Motive 12 (+17), Spellcraft 5 (+7), Spot 10 (+15), Tumble 5 (+12), Use Magic Device 5 (+16)Feats:
Improved Initiative (B), Multiattack (B), Improved Natural Attack (Tentacles) (B), Weapon Focus (Tentacles) (B), Weapon Finesse (B), (1), Dark Speech (3), Speed of Thought (PW B@5), Overchannel (5), Darkstalker (7), Talented (PW B@9), Mind Over Body (9), Improved Multiattack (11), Rapidstrike (Tentacles) (13), Improved Rapidstrike (Tentacles) (15)Environment:
A chaotic evil-aligned planeOrganization:
A ruby sphere, roughly the size of a human heart, thrums with a soft hiss like a faint whisper that sends chills down the spine. This slotless item must be swallowed to function, whereupon it remains within the creature that used it until it is removed. It occupies the throat magical item slot.
The sphere has the following traits:
First it allows the bearer to wear slotted magical items even if their form would normally not permit it. The magical item either seems to fuse to the new form of the shapeshifter, or takes position on some analogous part of the creature's body. These items may still be removed or cut loose from the creature's body, providing no protection against such attempts to disarm him, it simply permits their use even in forms that could not normally use them. (Wilding Clasp-like ability, 4000g x5 seems fair: 20000g)
Secondly it provides an enhancing vigor to the bearer's body, increasing their ability to damage foes with their natural attacks (Amulet of Mighty Fists +2, 24000g), and making their body more resilient against attacks (Amulet of Natural Armor +4, 32000g).
Finally it constantly whispers in the mind of its owner, typically these soft sounds are unintelligible, but when focused on they whisper the thoughts of others nearby allowing the bearer to detect thoughts at will (Medallion of thoughts, 12000g), he may also focus these whispers into his own voice when he speaks to others, affecting them as the suggestion spell 2 times per day (Mirror of Suggestion, 3600g)
Psychoactive skin of the Chameleon (15000g)
Boots of Speed (12000g)
Cloak of Resistance +3 (9000g)
Ring of Protection +1 (2000g)
One diamond worth 400gCombatSkills
May always take 10 on climb checks
Time before thought, before the first few creatures spilled forth onto the Prime Material, while the Illithidae were growing on their homeworld, and while the universe was still in its infancy the Obyrith ruled the endless Abyss. Born from the mad chaos of the plane itself, they were true planar beings, made of pieces of their universe given thought and shape, and able to live in even the most inhospitable of parts of the Infinite Abyss. No one knows where Nyag'thon originally spawned, and likely neither does it for that was far too long ago. It was a creature of madness, just as any other Obyrith was, though even it was far more adaptable and cunning than its average counterpart. This fact became extremely clear when the war with the Tanar'ri came. It knew survival in a different way than others knew it, instead of fighting against its enemies it could become them. So rather than fight the war that it knew they were bound to lose it slipped from host to host until such a time as it forgot what it once had been and settled into the shape of a demonic spider and lingered on the layer of the Abyss owned by Lloth.
As time went by it began to remember itself as it had little need to jump from body to body and as its sentience and cunning returned it eventually drew the notice of the Spider Queen herself. Lloth knew her creatures and Nyag'thon was not one of hers. The creature's tenacity and cunning did inspire some measure of amusement in the Spider Queen who deigned to give the amorphous being a 'gift'. She elevated it to the position of Demon Lord, perhaps just to amuse herself or to see how long it might be before some other demon came to wrest the power from its soul. Contingent upon that, though, was banishing the creature from her domain, for as much as she might have admired the small Obyrith's traits, she did not enjoy being fooled if even for a second.
Having left that layer of the Abyss it now looks for a means to set itself a network of power to protect itself and perhaps to even take over a layer of the Abyss for itself...perhaps it would live long enough to see the return of the Obyrith queen, or perhaps Nyag'thon could instead become the vacant queen and overturn the rule of the Tanar'ri.