Beastiary

[Anastasia]

The problem with Faerinaal is that he's essentially an accessory to Queen Morwel. I gave writing a flavor block for him a try several times, but it always came down to things about Queen Morwel. Gwynharwyf avoids this problem by having more details but Faerinaal is little more than Queen Morwel's lover. At this point I just want to get him done and focus on Morwel, as she's the story behind the Court of Stars.

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Arborea is a place of endless creation and change, where spirits find ever-varied joys and experiences. At times new exemplars will be born solely because an experience demands someone new to go through it. Faerinaal is one such eladrin. He came into existence as a tulani eladrin to experience a new transmutation spell Corellon Larethian created. This left the newly created eladrin with a passionate desire to master all the arts of transmutation. A mastery of wild magic was a natural follow up for him.

In time Faerinaal came to the Court of Stars and fell under Queen Morwel's sway, as do all that live there. He dedicated himself to her and to serving in her court to his utmost, adding skills of a master diviner to his arsenal. After the death of the Queen's Consort Vaeros, Queen Morwel shut herself away in mourning. Faerinaal used his skills to the utmost to find her and provide sorely needed comfort. One thing lead to another and eventually Faerinaal became one of Morwel's consorts.

Since that time, Faerinaal has dedicated himself to studying Queen Morwel and her secrets. He serves to manage her palace and political affairs, all while overseeing the great eladrin host. He supports Gwynharwyf, who he cares about deeply, and the two support Queen Morwel at every turn.

Tulani Eladrin 57//Transmuter 5/Master Specialist 10/Archmage 5/Wild Mage 10/Arcane Devotee 5/Rogue 2/Unseen Seer 10/Wild Soul 10

Faerinaal
Queen's Consort, Father of Change
Consort to Queen Morwel
Symbol: A silver harp dotted with stars, set on a blue background
Home Plane: Court of the Stars
Alignment: Anarchic Good
Portfolio: Transmutation, healing, knowledge, freedom, change
Worshipers: Transmuters, tulani eladrin, factotums, liberators, paladins of freedom, bards
Cleric Alignments: CG, CN
Domains: Alteration, Chaos, Good, Healing, Knowledge, Liberation, Magic, Protection, Spell
Favored Weapon: Sword of the Eladrins (Longsword)

Size/Type: Medium Outsider (Chaotic, Eladrin, Good)
Divine Rank: 13
Hit Dice: 57d8+969 (1425 hp)
Initiative: +36; always goes first
Speed: 60ft, fly 200ft (perfect)
Armor Class: 110 (+19 dex, +13 divine, +28 natural, +19 deflection, +21 armor)(63% miss chance)
Base Attack/CMB/CMD: +57/+71/
Attack: Sword of the Eladrins+94 (1d8+31 plus 3d6 anarchic and 1 negative level (6d6 and 2 negative levels on crit) plus 5d6 sneak attack 17-20 x2)
Full Attack: Sword of the Eladrins+94 (1d8+31 plus 3d6 anarchic and 1 negative level (6d6 and 2 negative levels on crit) plus 5d6 sneak attack 17-20 x2)
Space/Reach: 5ft/5ft
Special Attacks: Celestial symphony, sword of the eladrins, dream ray, chaos ray, spells, reckless dweomer, wildstrike, sneak attack+5d6.
Special Qualities: Damage reduction 45/axiomatic, cold iron, epic and evil, immunity to acid, cold, electricity and petrification, spell resistance 72, tongues, protective aura, divine traits, bardic music 57/day, countersong, fascinate, inspire courage+10, inspire competence, mass suggestion, inspire greatness, song of freedom, inspire heroics, alternate form, aligned spellcaster(chaotic), expanded spellbook, minor school esoterica, caster level increase+2, moderate school esoterica, major school esoterica 3/day, arcane reach(60ft), mastery of elements, mastery of shaping, spell power, wild magic, random deflector 3/day, student of chaos, chaotic mind, reach of the holy, divine synergy(Queen Morwel), divine shroud, trapfinding, evasion, advanced learning, divination spell power+3, guarded mind, seelie courtier, spontaneous spells, seelie bond, summon seelie ally.
Saves: Fort +73, Ref +75, Will +74 (+2 vs divine spells and SLAs/SUs of outsiders)
Abilities: Str 38, Dex 48, Con 45, Int 55, Wis 46, Cha 48
Skills: Balance+92, Bluff+92, Concentration+90, Craft(Stars)+95, Decipher Script+95, Disable Device+95, Disguise+92, Diplomacy+92, Escape Artist+92, Gather Information+92, Heal+91, Hide+92, Intimidate+92, Knowledge(All)+95, Listen+91, Move Silently+92, Perform(All)+92, Search+95, Sense Motive+127, Sleight of Hand+92, Spellcraft+97, Spot+91, Tumble+92, Use Magic Device+94, Use Rope+92
Feats: Words of Creation(B), Spell Focus(Transmutation)(1), Scribe Scroll(T1), Spell Focus(Enchantment)(3), Enlarge Spell(T5), Magical Aptitude(6), Skill Focus(Spellcraft)(MS1), Greater Spell Focus(Transmutation)(MS3), Maximize Spell(9), Improved Initiative(12), Spell Penetration(15), Empower Spell(18), Greater Spell Penetration(24), Arcane Strike(27), Widen Spell(30), Skill Focus(Sense Motive)(33), Silent Spell(US2), Ability Focus(Celestial Symphony)(42), Versatile Performer(54), Spell Mastery(57)
Epic Feats: Group Inspiration(B), Lasting Inspiration(B), Music of the Gods(B), Rapid Inspiration(B), Reactive Countersong(B), Epic Spell Capacity(21), Epic Spell Penetration(36), Epic Skill Focus(Sense Motive)(39), Epic Ability Focus(Celestial Symphony)(45), Epic Spell Focus(Transmutation)(48), Improved Metamagic(51)
Salient Divine Abilities: Arcane Mastery, Automatic Metamagic(Empower Spell), Automatic Metamagic(Widen Spell), Clearsight, Divine Bard, Divine Dodge, Divine Skill Focus(Sense Motive), Divine Spell Focus(Transmutation), Extra Domain(Healing), Extra Domain(Knowledge), Extra Domain(Protection), Extra Domain(Spell), Extra Energy Immunity(Acid), Extra Energy Immunity(Cold), Gift of Life, Know Secrets, Spontaneous Arcane Spells, Supreme Initiative, Wave of Chaos
Alignment: Anarchic Good

Racial powers:

Spoiler: ShowHide

Alternate Form (Su)

Faerinaal can shift between his humanoid and globe forms as a free action at any time, but no more than twice per round. In humanoid form, he cannot use his dream ray or change ray, but he can use his other abilities. In globe form he cannot attack with his sword or cast spells, but he can use his dream ray or change ray. The globe form is incorporeal, and Faerinaal has no Strength score while in that form. While incorporeal, Faerinaal can be harmed only by other incorporeal creatures, +1 or better magic weapons (though her damage reduction still applies as well), and spells, spell-like abilities, or supernatural abilities. He is immune to all nonmagical attack forms. Even when hit by spells or magic weapons, he has a 50% chance to ignore any damage from a corporeal source (except for positive energy, negative energy, force effects, such as magic missile, or attacks made with ghost touch weapons).

Faerinaal remains in one form until he chooses to assume a new one. A change in form cannot be dispelled, nor does Faerinaal revert to any particular form when killed. A true seeing spell, however, reveals both forms simultaneously.

Dream Ray (Su)

In globe form, Faerinaal can fire a coruscating ray of light with a range of 700ft. The ray deals 3d6 points of Charisma damage with a successful hit. Any nonevil creature reduced to 0 Charisma by the dream ray falls into a dream filled coma. An evil creature reduced to 0 Charisma falls into a nightmare wracked coma and takes 7d10 points of damage plus an additional 7d10 points of damage per round spent in the comatose state. A creature awakens from its coma if its Charisma is raised to 1 or higher.

Chaos Ray (Su)

In globe form, Faerinaal a glowing ray of light with a range of 700ft. The ray deals 57d6 points of damage to lawful creatures. Creatures that are neither lawful or chaotic take half damage and chaotic creatures take no damage. In addition, nonchaotic creatures must make a DC 70 Will save or be afflicted as if by confusion for 3 rounds.

The save DC is Charisma based.

Celestial Symphony (Su)

Faerinaal can sing a song that duplicates a holy word spell as a standard action. Nongood creatures within 300ft of Faerinaal are affected as though by the spell, with a caster level of 57. Further, nongood creatures also suffer 57d4 points of damage. A successful DC 70 Will save negates the negative conditions, possible banishment and halves the damage taken. Using this ability consumes a daily use of bardic music.

The save DC is Charisma based.

Sword of the Eladrins (Su)

Faerinaal can create a longsword+10, keen and anarchic power at will as a free action. This sword is a manifestation of the glory of the eladrins and chaotic good and bears a tremendous amount of power, being little more than a direct conduit for those energies. A successful critical hit from this sword causes a massive burst of energy, inflicting 10d10 points of holy and 10d10 points of anarchic damage to the target and all creatures within 70ft. Good creatures are immune to the holy damage and chaotic creatures are immune to the anarchic damage. If Faerinaal dies or loses contact with the sword, it vanishes instantly.

Divine powers:

Spoiler: ShowHide

Spell-like abilities

Always active-detect evil, detect law, magic circle against evil. At will-aid, alter self, animate objects, antimagic field, anyspell, blade barrier, break enchantment, chaos hammer, clairaudience/clairvoyance, cloak of chaos, cure critical wounds, cure light wounds, cure moderate wounds, cure serious wounds, detect secret doors, detect thoughts, dispel evil, dispel law, dispel magic, divination, enlarge person, etherealness, fabricate, find the path, foresight, freedom of movement, gaseous form, greater anyspell, greater dispel magic, greater plane shift, greater teleport, heal, holy aura, holy smite, holy word, identify, imbue with spell ability, iron body, limited wish, legend lore, mage armor, magic aura, magic circle against evil, magic circle against law, magic disjunction, mass cure critical wounds, mass cure light wounds, mass enlarge person, mass heal, mind blank, mnemonic enhancer, omen of peril, prismatic sphere, protection from energy, protection from evil, protection from law, protection from spells, rage, refuge, regenerate, repulsion, sanctuary, shatter, shield other, spell immunity, spell resistance, spell turning, summon monster 9(chaotic good only), true seeing, unbinding, undetectable alignment, vision, word of chaos. Caster level 57th. The save DCs are 52 + spell level.

Alter Reality (Su)

Faerinaal exerts a considerable measure of control over reality itself, and his presence can command the very essence of the world around him. This warping of reality manifests in a number of ways. Faerinaal can use wish when doing so can help him promote protection, transmutations and change. Note that in the situation where Faerinaal and another deity both try to Alter Reality in opposition to each other, an opposed rank check may be necessary to determine how reality is actually altered.

Cure Wounds (Su)

Faerinaal may cast any cure wounds spell as a standard action. He may apply any metamagics to this that he pleases. The spell cannot be higher than ninth level.

Domain powers:

Alteration: +1 caster level to transmutation spells cast on living targets.
Chaos: +1 caster level for chaotic spells.
Good: +1 caster level to good spells.
Healing: +1 caster level for healing spells.
Knowledge: +1 caster level for divinations.
Magic: Use magic items as a wizard 1/2 of your cleric level. Worthless for him.
Protection: Touch and grant +28 resistance bonus to next save.
Spell: +2 bonus to concentration and spellcraft checks.

Divine Aura (Ex)

The save DC against Faerinaal's divine aura is 42 and the radius is 13000ft.

Immunities: Faerinaal is immune to polymorphing, petrification, or any other attack that alters his form. Any shape-altering powers he might have function normally on himself. He is not subject to energy drain, ability drain, or ability damage, and is immune to mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects). He are also immune to disease, poison, stunning, sleep, paralysis, death effects, and disintegration. In addition to these, Faerinaal is immune to effects that imprison or banish him. Such effects include banishment, binding, dimensional anchor, dismissal, imprisonment, repulsion, soul bind, temporal stasis, trap the soul, and turning and rebuking. An opposed rank check may bypass any of these immunities; each attempt to do so requires a separate check.

Checks: Faerinaal gains a divine bonus equal to his divine rank on all skill checks, ability checks and caster level checks.

Faerinaal does not automatically fail on a natural attack roll or saving throw roll of 1. He automatically receives a 20 on any check he makes.

Communication: Faerinaal can understand, speak, and read any language, including nonverbal languages. He can speak directly to any beings within thirteen miles of himself.

Remote Communication: As a standard action, Faerinaal can speak to any of his own worshipers, and to anyone within ten miles from a site dedicated to him, or within ten miles from a statue or other likeness of him. The creature being contacted can receive a telepathic message that only it can hear. Alternately, his voice can be heard as a beautiful singing voice. In this case, no other creature can hear it or understand the message.

Create Items: Faerinaal can create any wondrous item with power related to protection, transmutations and eladrins; the maximum is 200,000 gold.

Portfolio Sense: Faerinaal is aware of any act of protection, change or healing.

Transmuter powers:

Spoiler: ShowHide

Faerinaal casts as a 54th level transmuter(caster level 49th+1d6, 58th+1d6 for transmutations, 55th+1d6 for divinations). The save DCs are 32 + spell level (41 + spell level for transmutations). All of Faerinaal's spells gain the chaotic descriptor, except for spells that have the lawful descriptor. All of Faerinaal's spells are automatically empowered and widened. 20/day he may choose to automatically apply enlarge spell to a spell without increasing the casting time or spell level.

Faerinaal does not memorize spells, as he has spontaneous wizard casting from his salient divine abilities.

[4/day]0:
[10+1/day]1:
[10+1/day]2:
[9+1/day]3:
[9+1/day]4:
[9+1/day]5: Spell Power
[9+1/day]6: Mastery of Shaping
[8+1/day]7: Arcane Reachx2
[8+1/day]8: Mastery of Elements
[8+1/day]9:
[8+1/day]10:
[7+1/day]11:
[7+1/day]12:
[7+1/day]13:
[7+1/day]14:
[5+1/day]15:
[5+1/day]16:
[5+1/day]17:
[5+1/day]18:
[5+1/day]19:
[5+1/day]20:
[2+1/day]21:

Aligned Spellcaster (Ex)

Faerinaal's spells gain the chaotic descriptor, unless they have the lawful descriptor. Spells he casts that target creatures of the opposite alignment gain a +1 bonus to caster level and +2 if they have the lawful subtype. Area of effect and other spells that affect such creatures without targeting them do not gain this bonus.

Master Specialist powers:

Spoiler: ShowHide

Expanded Spellbook (Ex)

(Note: As a spontaneous wizard thanks to SDAs, this is essentially worthless to him.)

When you reach 2nd level, you can add one wizard spell of your chosen school to your spellbook. The spell can be of any level that you can cast, and it is in addition to the normal spells gained when increasing your level. You can add another spell of your chosen school to your spellbook at 5th and at 8th level.

Minor School Esoterica (Ex)

When a transmutation spell Faerinaal has cast is successfully dispelled, it remains in effect for 1 round and then ends as normal for dispelling. If a creature is responsible for the dispelling effect, it knows that the spell has been dispelled but is functioning for another round.

Caster Level Increase (Ex)

Faerinaal gains a +2 bonus to his caster level for transmutations.

Moderate School Esoterica (Ex)

Faerinaal's long study of transmutation has lead to a breakthrough. This ability is triggered automatically when he casts a transmutation spell and lasts for a number of rounds equal to the spell's level. He gains a bonus to transmutation spells and effects equal to the level of the transmutation spell Faerinaal cast.

Major School Esoterica (Ex)

When a creature successfully saves against a transmutation spell Faerinaal casts, it takes damage equal to the level of the spell. Faerinaal may use this ability three times per day.

Archmage powers:

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Arcane Reach (Su)

Faerinaal can use spells with a range of touch on a target up to 60ft away. The archmage must make a ranged touch attack. This ability costs one 7th-level spell slot.

Mastery of Elements (Ex)

Faerinaal can alter an arcane spell when cast so that it utilizes a different element from the one it normally uses. This ability can only alter a spell with the acid, cold, fire, electricity, or sonic descriptor. The spell's casting time is unaffected. Faerinaal decides whether to alter the spell's energy type and chooses the new energy type when he begins casting. This ability costs one 8th-level spell slot.

Mastery of Shaping (Ex)

Faerinaal can alter area and effect spells that use one of the following shapes: burst, cone, cylinder, emanation, or spread. The alteration consists of creating spaces within the spell's area or effect that are not subject to the spell. The minimum dimension for these spaces is a 5-foot cube. Furthermore, any shapeable spells have a minimum dimension of 5 feet instead of 10 feet. This ability costs one 6th-level spell slot.

Spell Power (Ex)

This ability increases Faerinaal's effective caster level by +1 (for purposes of determining level-dependent spell variables such as damage dice or range, and caster level checks only). This ability costs one 5th-level spell slot.

Wild Mage powers:

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Wild Magic (Ex)

Faerinaal casts spells differently from any other arcane spellcaster. He reduces his caster level by 3 for all spells he casts from now on. However, every time he casts a spell, his use of wild magic adds 1d6 to his adjusted caster level. Caster level affects all level-based variables of a spell, including spell penetration checks.

Random Deflector (Su)

Faerinaal has the ability to protect himself from certain attacks with this ability. Using this ability is an immediate action, which means that Faerinaal activates it when it is not his turn. When activated, the random deflector lasts until the beginning of his next turn. The random deflector redirects ranged attacks, ranged touch attacks, and individually targeted spells (spells designating Faerinaal as the sole target, but not area spells striking an area in which he happens to be the sole target) so that they instead attack or affect a random target within 20 feet of Faerinaal. Faerinaal includes himself and his allies among the possible new targets. Any creature targeted by a deflected attack is attacked or affected normally, so an attack roll is made normally against the new target's AC, the new target receives a saving throw if a spell or effect allows one, and so on. Faerinaal can use this ability three times per day.

Student of Chaos (Ex)

Whenever Faerinaal uses a magic item that offers a randomly determined effect (such as a bag of tricks or rod of wonder), he can roll twice and choose between the two results. If a random roll is made only once to determine the nature or contents of a device (for example, a robe of useful items or an iron flask), Faerinaal gains no special advantage.

Chaotic Mind (Su)

Faerinaal gains immunity to confusion and insanity spells and effects, and he is shielded by a continuous nondetection effect (as the spell).

Reckless Dweomer (Su)

Faerinaal knows how to spontaneously convert his own spell energy into random, unpredictable results. As a standard action, he can eliminate a prepared spell or spell slot of at least 1st level to create an effect similar to that of activating a rod of wonder. His student of chaos ability (see above) applies when he uses his reckless dweomer ability. See page 237 of the Dungeon Master's Guide for details on the rod of wonder.

Wildstrike (Sp)

Faerinaal has the ability to make a wildstrike once per day. A wildstrike affects a single creature within 60 feet, surrounding the creature in an aura of shimmering rainbow colors for 2d6 rounds. Spell resistance applies, but the target receives no saving throw. While a wildstrike is in effect, there is a 50% chance each time the affected creature casts a spell or uses a spell-like ability that its intended action fails. Instead, the creature rolls as if it had activated a rod of wonder (see page 237 of the Dungeon Master's Guide).

Arcane Devotee powers:

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Reach of the Holy (Ex)

Faerinaal may apply the effects of Enlarge Spell to any spell he casts. He does not need to prepare it as an enlarged spell in advanced, and the use of the ability does not increase the casting time or use a higher level spell slot. He may use this ability 20 times per day.

Divine Synergy (Ex)

Faerinaal has learned to harmonize his magic with that of Queen Morwel's worshipers. Any time he is the target of a harmless spell cast by a divine caster devoted to Queen Morwel, the spell fucntions as if affected by the Empower Spell feat, if applicable. The spell must be cast by another character and a spell that cannot be affected by Empower Spell is not affected.

Divine Shroud (Sp)

Once per day, Faerinaal may surround himself with a shroud of glowing divine power that protects him against hostile spells. This ability functions as spell resistance with a caster level of 49+1d6.

Rogue powers:

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Sneak Attack (Ex)

Faerinaal can catch opponents off guard and deal extra damage. He deals this extra damage whenever his target would be denied its Dexterity bonus to AC or when he flanks the target. See the sneak attack class feature for rogues.

Trapfinding (Ex)

Faerinaal can use the Search skill to locate traps when the task has a DC higher than 20. Finding a nonmagical trap has a DC of at least 20, or higher if it is well hidden. Finding a magic trap has a DC of 25 + the level of the spell used to create it. Faerinaal can use the Disable Device skill to disarm magical traps. A magic trap generally has a DC of 25 + the level of the spell used to create it. If Faerinaal beats the trap's DC by 10 or more with a Disable Device check, he can study a trap, figure out how it works and bypass it without disarming it.

Evasion (Ex)

If Faerinaal makes a successful Reflex saving throw against an attack that normally deals half damage on a successful save (such as a red dragon's fiery breath or a fireball), he instead takes no damage. Evasion can be used only if Faerinaal is wearing light armor or no armor. If Faerinaal is helpless, he does not gain the benefit of evasion.

Unseen Seer powers:

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Advanced Learning (Ex)

At 2nd, 5th, and 8th level, Faerinaal can add a new spell to his spellbook or list of spells known, representing the result of personal study and experimentation. The spell must be a divination spell of a level no higher than that of the highest-level arcane spell he already knows. The spell can be from any class's spell list (arcane or divine). Once a new spell is selected, it is forever added to his spell list and can be cast just like any other spell on your list. 

Faerinaal has selected PLACEHOLDER (39, 42, 45; 16th; 17th; 18th.)

Divination Spell Power (Ex)

Faerinaal gains a +3 bonus to his caster level when casting arcane divination spells. All other arcane spells are cast at -3 caster level.

Guarded Mind (Su)

Faerinaal is protected by a constant nondetection effect, caster level 57th.

Wild Soul powers:

Spoiler: ShowHide

Seelie Courtier (Ex)

Faerinaal gains a +10 bonus on Bluff, Diplomacy and Intimidate checks made to influence fey and magical beasts.

Spontaneous Spells (Ex)

Faerinaal can tap into the magic that naturally infuses fey and magical beasts to cast spells that were not prepared ahead of time. He can sacrifice any prepared arcane spell or an arcane spell slot to cast a particular spell of the same spell level or lower. Access to a spontaneous spell does not grant the ability to cast it if he do not have a prepared spell or spell slot of appropriately high level to lose in exchange. These spells are not considered to be part of his class spell list, so this feature doesn't grant him the ability to activate spell trigger or spell completion items using these spells.

1: Remove Fear 2: Hideous Laughter 3: Invisibility Sphere 4: Break Enchantment 5: Hold Monster 6: True Seeing 7: Prismatic Spray 8: Sympathy 9: Time Stop

Seelie Bond (Su)

When Faerinaal casts summon seelie ally or a summon monster spell to bring forth a creature from the summon seelie ally list, your connection to the seelie increases, granting you benefits. These benefits remain as long as one of the seelie or unseelie creatures you summoned is alive and the duration of the spell has not expired. The benefits described below are cumulative.

Faerinaal gains immunity to magical and nonmagical sleep effects, a +2 bonus on saves vs enchantment spells and effects, a 10ft bonus base land speed and a +1 to the save DC of illusion and enchantment spells he casts.

Summon Seelie Ally (Sp)

Faerinaal can summon a seelie ally three times per day. This ability functions like summon monster 1 except that he chooses a creature from a list of options, as detailed below. He can summon one creature from the highest level list, 1d3 creatures of the same kind from the next highest list or 1d4+1 creature of the same kind from any lower level list. His caster level for these abilities is 57.

1: Blink dog, Pegasus, Senmurv (Fiend Folio), Unicorn
2: Nixie, Satyr (with pipes)
3: Pixie (can't cast Otto's irresistible dance; with sleep arrows, but not memory loss arrows), Shimmerling swarm (Monster Manual III)
4: Lillend, Leskylor (Book of Exalted Deeds)
5: Bearhound (Monster Manual III), Leskylor, three-headed (Book of Exalted Deeds)

Gear:

Spoiler: ShowHide

Faerinaal wields his Sword of the Eladrins as described above.

Raiment of the Starry Sky

This blue robe twinkles with stars woven amid arcane symbols. It is said to have been made by Faerinaal long ago and steadily increased in power over the ages. That is only half-true. While that is not incorrect, the bulk of its power was gained on the night Faerinaal captured Queen Morwel's heart. He proposed to her under the night sky deep in the Court of the Stars, declaring his undying love for her. She accepted and reached up to the sky, taking down that night's sky and weaving it into Faerinaal's robe. This act greatly empowered the magic within, adding the potential of an entire night in the Court to it. It matches his own potential and hard earned knowledge, amplifying them.

The Raiment of the Starry Sky grants a +21 armor bonus to armor class. This robe grants a +7 bonus to the caster level of transmutations. Seven times per day he may use the following powers. He may choose any combination of powers he sees fit and may use the same power more than once.

- Change the range of arcane reach to 210ft.
- Use the wildstrike ability, except that it does not count against his daily use of it and it lasts for 7d6 rounds.
- Use reach of the holy, except that it does not count agaisnt his daily uses of it and triples the range of spells affected.
- Increase his sneak attack damage by 7d6 for one attack.
- Cast a single divination spell not on his spell list, as if it was on his spell list. Doing so takes up a spell slot, Faerinaal can choose to sacrifice a prepared spell of the chosen level to do so.
- Summon 3d6 bearhounds or three headed leskylors, as if summoned by a summon monster spell with a caster level of 57. Using this ability is a standard action.

Faerinaal has a collection of magical items, enchanted instruments and enhanced weapons. He prefers not to use them himself, but instead to distribute them to allies. He is occasionally accompanied by an entire orchestra of animated musical instruments. These instruments are capable of using Faerinaal's bardic music abilities as if he was using them himself.

Custom Material: [spoiler]

Body Softening
Transmutation
Level: Sor/Wiz 10
Components: V, S
Casting Time: 1 standard action
Range: Short (25ft + 5ft 2/levels)
Target: 1 creature
Duration: 1 min/level
Saving Throw: Fortitude negates
Spell Resistance: Yes

The invocation of this spell causes the target creature's body to become soft and vulnerable. The target loses any damage reduction it possesses as well as any natural armor bonus to armor class. Further, it suffers double damage from weapons and natural attacks. Any critical threats against the target are automatically confirmed.

The target's natural weapons, if any, are blunted and softened by this spell. They deal no damage and are as harmless as a light breeze.

Faerinaal's Internal Revolt
Transmutation
Level: Sor/Wiz 11
Components: V, S, M
Casting Time: 1 standard action
Range: Medium (100ft + 10ft/level)
Target: 1 living creature with a discernible anatomy
Duration: 1 round/level
Saving Throw: Fortitude negates
Spell Resistance: Yes

You hum a catchy tune, causing the target's internal organs to dance along to the beat. This spell animates the target's organs to freely dance and cause grievous internal injury. If the target fails a Fortitude save, it takes 18d12 points of damage per round. In addition, the internal damage causes 2 points of Strength, Dexterity and Constitution damage per round.

Creatures without discernible anatomies, such as oozes, are immune to this spell.

Material Component

A tiny drum and a scalpel.

Faerinaal's Lullaby
Enchantment (Compulsion) [Good, Mind-Affecting]
Level: Sor/Wiz 11
Components: V, S
Casting Time: 1 standard action
Range: Long (400ft + 40ft/level)
Target: 1 creature/level
Duration: 1 hour/level; see text
Saving Throw: Will negates
Spell Resistance: No

You sing a gentle lullaby that soothes the wicked into a slumber that prevents them from harming another soul again, perhaps forever. Creatures that fail the Will save fall asleep for the duration of the spell. Good creatures are immune to to this spell, neutral creatures are affected normally and evil creatures suffer a -4 penalty to the Will save. A creature put to sleep by this spell can only be awoken prematurely by greater dispel magic or remove curse and such spells must succeed on a caster level check against you.

An evil creature must make a second Will save at the end of this spell's duration. Failure results in the spell's duration becoming permanent for that creature.

Ghostblood
Transmutation
Level: Sor/Wiz 18
Components: V, S
Casting Time: 1 standard action
Range: Touch
Target: Living creature touched
Duration: Instantaneous
Saving Throw: Fortitude partial; see text
Spell Resistance: Yes

Ghostblood turns the target's blood to ghostly wisps of air that blow away, leaving the creature without a drop of blood in its body. This spell deals 70d8 points of damage to the target. If the target survives this, they make a DC 10 Constitution check. The check must be repeated each round, with the DC increasing by +1 for each previous success. When the target fails one of these Constitution checks, they begin to suffocate. In the first round they fall unconscious and die of suffocation two rounds later. This suffocation does not depend on air, so being able to breathe is irrelevant to it. It can only be stopped by the target healing as much damage as this spell inflicted. Measures that prevent suffocation, such as a necklace of adaption, do not prevent this suffocation.

A creature that succeeds on the saving throw only loses a majority of its blood. It only takes half damage and is not subject to the suffocation above. Instead, they are subject to slow suffocation, except that the damage begins immediately, occurs every round and deals 5d6 points of non-lethal damage. Like above, this suffocation can only be stopped by healing the damage done by the spell (but not any non-lethal damage that occurs from slow suffocation).

Creatures that do not possess a bloodstream or similar anatomy are not subject to this spell. Creatures that possess blood but do not need to breathe are subject to the damage but not the suffocation.

True Vulnerability
Abjuration
Level: Sor/Wiz 10
Components: V, S, M
Casting Time: 1 standard action
Range: Medium (100ft + 10ft/level)
Target: One or more creatures in a 20ft radius burst
Duration: 1 round/level
Saving Throw: Will negates
Spell Resistance: Yes

Creatures affected by this spell are treated as being vulnerable to acid, cold, electricity, fire and sonic energy damage. In addition, any immunities or resistances to energy are negated for the duration of the spell.

Material Component

A miniature wooden shield, broken in half.

[Anastasia]

Working on Morwel is essentially working on the eladrin and the fey in full. A lot of tangents come from that and this is one of them; she's done mechanically and has been done for a good while, but all the flavor and coordination takes time. In particular, this tangent is from a list of example fey-influenced characters I wrote to develop a few aspects of Morwel. I liked the idea enough to stat it out.

Been meaning to use jester for awhile. It's an interesting class, albeit one that's better served as a bard variant than a standalone class. It's on the weak side despite having some nice tricks. An updated spell list and some feat support would help, but the problem is that many of the abilities don't quite measure up.

Fluff:

Spoiler: ShowHide

Grinning Zephyr was a normal air elemental before a botched spell transported it to the realms of the fey. It was stranded there and took to wandering, before falling in with a large group of fairies. Over several centuries Grinning Zephyr was changed by a lifestyle of pranks and fairy fun. It became a she, a pixie in mind and outlook as fey power mixed with the raw essence of Air.

Eventually events conspired to send Grinning Zephyr back to to Air. She now wanders Air, a mass of feminine-shaped air that wears a smiling jester's mask and flies on butterfly wings. She spreads pixie pranks far and wide, looking to liven up her boring kin. This does not go over well with the natives of Air and has resulted in more than one battle. Grinning Zephyr has begun to recruit a motley crew of fey-styled natives of Air, creating a moving circus across the elemental plane.

Grinning Zephyr loves to perform and make creatures laugh. She prefers to get others to laugh, but will settle for her own amusement when all else fails. This tends to be the root of her problems with most of the denizens of Air, as normal elementals lack anything like a sense of humor.

Grinning Zephyr, Air Elemental Fairy

Greater Air Elemental 21//Half-Fey 2/Jester 19

Size/Type: Huge Elemental (Air)
Hit Dice: 21d8+126 (221 hp)
Initiative: +15
Speed: Fly 100ft (perfect)
Armor Class: 38 (-2 size, +11 dex, +8 natural, +5 dodge, +6 armor)
Base Attack/CMB/CMD: +15/+22/34
Attack: Piercing Retort+24 (2d8+11 18-20 x2)
Full Attack: Piercing Retort+24/+24 (2d8+11 18-20 x2)
Space/Reach: 15ft/15ft
Special Attacks: Air mastery, whirlwind, spell-like abilities, spells, jester's performance 19/day(all).
Special Qualities: Damage reduction 10/-, darkvision 60ft, low-light vision, immunity to enchantment, piercing retort, elemental traits, jester's audacity+4, bone rattler.
Saves: Fort +13, Ref +23, Will +10
Abilities: Str 20, Dex 32, Con 22, Int 8, Wis 13, Cha 22
Skills: Hide+35, Knowledge(Local:Air)+23, Knowledge(Nature)+23, Listen+25, Move Silently+35, Perform(Comedy)+48, Perform(Wind Instruments)+30, Spot+25, Survival+25
Feats: Improved Initiative(B), Weapon Finesse(B), Flyby Attack(1), Deflect Arrows(J2), Combat Reflexes(3), Skill Focus(Perform:Comedy)(6), Dodge(9), Snatch Arrows(J9), Mobility(12), Improved Flyby Attack(15), Spell Focus(Enchantment)(18)
Epic Feats: Improved Weapon Finesse(21)
Alignment: Chaotic Good

Racial powers:

Spoiler: ShowHide

Spell-Like Abilities

At will-charm person. 3/day-detect law, protection from law. 1/day-confusion, geas/quest, glitterdust, hideous laughter, hold monster, insanity, irresistible dance, lesser geas, mass invisibility, sleep. Caster level 21st. The save DCs are Charisma based.

Piercing Retort (Ex)

Grinning Zephyr has learned to adapt her slam attack into a thin needle of air, all to mimic the jaunty rapiers pixie fops favor. This causes her natural attack to deal piercing damage instead of bludgeoning damage. Her slam attack threatens a critical hit on a roll of 18 to 20 and deals double damage.

Air Mastery (Ex)

Airborne creatures take a -1 penalty on attack and damage rolls against an air elemental.

Whirlwind (Su)

The elemental can transform itself into a whirlwind once every 10 minutes and remain in that form for up to 1 round for every 2 HD it has. In this form, the elemental can move through the air or along a surface at its fly speed.

The whirlwind is 5 feet wide at the base, up to 30 feet wide at the top, and up to 50 feet tall, depending on the elemental's size. The elemental controls the exact height, but it must be at least 10 feet.

The elemental's movement while in whirlwind form does not provoke attacks of opportunity, even if the elemental enters the space another creature occupies. Another creature might be caught in the whirlwind if it touches or enters the whirlwind, or if the elemental moves into or through the creature's space.

Creatures one or more size categories smaller than the elemental might take damage when caught in the whirlwind (see table for details) and may be lifted into the air. An affected creature must succeed on a Reflex save when it comes into contact with the whirlwind or take the indicated damage. It must also succeed on a second Reflex save or be picked up bodily and held suspended in the powerful winds, automatically taking the indicated damage each round. A creature that can fly is allowed a Reflex save each round to escape the whirlwind. The creature still takes damage but can leave if the save is successful. The DC for saves against the whirlwind's effects varies with the elemental's size (see the table). The save DC is Strength based.

Creatures trapped in the whirlwind cannot move except to go where the elemental carries them or to escape the whirlwind.

Creatures caught in the whirlwind can otherwise act normally, but must succeed on a Concentration check (DC 15 + spell level) to cast a spell. Creatures caught in the whirlwind take a -4 penalty to Dexterity and a -2 penalty on attack rolls. The elemental can have only as many creatures trapped inside the whirlwind at one time as will fit inside the whirlwind's volume.

The elemental can eject any carried creatures whenever it wishes, depositing them wherever the whirlwind happens to be. A summoned elemental always ejects trapped creatures before returning to its home plane.

If the whirlwind's base touches the ground, it creates a swirling cloud of debris. This cloud is centered on the elemental and has a diameter equal to half the whirlwind's height. The cloud obscures all vision, including darkvision, beyond 5 feet. Creatures 5 feet away have concealment, while those farther away have total concealment.

Those caught in the cloud must succeed on a Concentration check (DC 15 + spell level) to cast a spell.

An elemental in whirlwind form cannot make slam attacks and does not threaten the area around it.

Jester powers:

Spoiler: ShowHide

Grinning Zephyr casts as a 19th level jester. The save DCs are 16 + spell level (17 + spell level for enchantments).

[4/day]0: Dancing Lights, Daze, Detect Magic, Flare, Mage Hand, Prestidigitation
[5/day]1: Color Spray, Command, Hideous Laughter, Obscuring Mist, Shocking Grasp
[5/day]2: Blur, Eagle's Splendor, Enthrall, Scare, Touch of Idiocy
[5/day]3: Crushing Despair, Haste, Slow, Suggestion, Tongues
[4/day]4: Charm Monster, Dimension Door, Fear, Greater Invisibility, Rainbow Pattern
[4/day]5: Feeblemind, Greater Command, Mind Fog, Persistent Image
[3/day]6: Animate Objects, Ethereal Jaunt, Insanity, Mislead

Jester's Performance

The jester is the master of the verbal put down, the hilarious joke, or the savage verbal lashing. His words can inspire dread and outrage in his enemies or confidence and comfort in his friends. Once per day per jester level, the jester can use his wit to produce magical effects in those around him. The jester must have at least 1 rank in Perform (comedy) to use these abilities, and many of them rely on the use of that skill to establish their save DCs and other effects. The jester must share a language and be able to speak to the target or targets of his performance abilities unless otherwise noted in the specific ability's description.

Starting a jester's performance ability is a standard action, and the jester can maintain the performance (either as a free action or move action, depending on the specific performance used). The jester cannot use spells, activate magic items by spell completion, or activate magic items by word while using his jester's performance ability. The jester must keep up a steady stream of puns, insults, or jokes to maintain the performance's effect.

A deaf jester has a 20% failure chance when attempting to use his performance ability. If he fails, the attempt still counts against his daily number of jester's performances.

Fascinate (Sp)

A jester with 3 or more ranks in Perform (comedy) can create a running stream of jokes, gags, and acrobatic stunts to cause one or more creatures to become fascinated with him. Each creature to be fascinated must be within 90 feet, able to see and hear the jester, and able to pay attention to him. The jester must also be able to see the creature. The distraction of a nearby combat or other dangers prevents the ability from working. For every three levels a jester attains beyond 1st, he can target one additional creature with a single use of this ability.

An affected creature gets to make a Will save (DC 10 + 1/2 jester's level + jester's Cha modifier). If a creature succeeds at this saving throw the jester cannot attempt to fascinate that creature again for 24 hours. Creatures that fail this save sit quietly and listen to the jester's performance, taking no other actions for as long as the jester continues to perform (up to a maximum of 1 round per jester level). While fascinated, a target takes a -4 penalty on skill checks made as reactions, such as Listen and Spot checks. Any potential threat requires the jester to make another Perform (comedy) check and allows the creature a new saving throw against a DC equal to the new check result.

Any obvious threat, such as someone drawing a weapon, casting a spell, or aiming a ranged weapon at the target, automatically breaks the effect. Fascinate is an enchantment (compulsion), language-dependant, mind-affecting ability.

Inspiring Quip (Su)

A jester with 3 or more ranks in Perform (comedy) can boost his allies' morale with a joke that breaks their tension and invigorates their spirits, As an immediate action when an opponent misses an attack, the jester makes a wisecrack denigrating the foe's fighting ability. The jester must be able to see the unsuccessful attack. All allies within 30 feet of the jester gain a +2 morale bonus on all attacks against that foe for the rest of the encounter. The jester can use this ability more than once during an encounter to grant a morale bonus against multiple foes.

Taunt (Su)

A jester with 3 or more ranks in Perform (comedy) can attempt to hurl such stinging insults against a foe that his opponent loses his temper in an explosive display. The jester targets one creature within 60 feet that shares a language with him. The target must be able to hear the jester for this ability to have an effect. The target can make a Will save (DC 10 + 1/2 jester's level + jester's Cha modifier). If he fails, the target gains a +1 morale bonus on attack rolls but takes a -2 penalty to Armor Class. On its next turn the affected target takes the most direct route possible (charging if able) toward the jester that avoids any obviously dangerous terrain, such as a pit of bubbling lava. The target may stop if an opponent blocks its path and can move around its foes in such a way as to avoid provoking attacks of opportunity (unless able to charge). If the target does provoke an attack of opportunity due to this movement, it immediately gets to make another Will save, this time with a +2 bonus. The jester must use a free action to continue to taunt his opponent each round, and if he cannot complete this act the taunt's effects immediately end. This is a mind-affecting, language-dependant ability.

Calming Performance (Su)

A jester of 6th level and with 9 or more ranks in Perform (comedy) can diffuse the tension, anger, and simmering violence in a confrontation. He can cause all creatures currently affected by his fascinate ability to adopt a friendly attitude toward himself his allies, and all other creatures currently affected by the jester's fascinate ability. This effect lasts for 10 minutes per jester level. Calming performance is a mind-affecting, language-dependent ability.

Buffoonery (Su)

A 9th-level jester with 12 or more ranks in Perform (comedy) can caper and dance to distract his opponents in battle. The jester's outrageous actions distract his foe, leaving it unable to effectively defend itself. The jester can choose a single target within 30 feet to whom he has line of sight. The target must be able to see and hear the jester, and gets a Will save (DC 10 + 1/2 jester's level + jester's Cha modifier). If the target misses this save, it loses its Dexterity bonus (if any) to its Armor Class. The target gains a new save each round the jester maintains buffoonery (a free action). If the target makes a successful Will save the effect ends and the target becomes immune to that particular jester's buffoonery for 24 hours.

Vicious Lampoon (Su)

A 12th-level jester with 15 or more ranks in Perform (comedy) can mock his opponents with such vicious, cutting humor that they lose confidence in their fighting ability. Every opponent within 60 feet of the jester who can hear and understand him must make a Will save (DC 10 + 1/2 jester's level + jester's Cha modifier). Creatures that fail this save suffer a -2 penalty on attack rolls, skill and ability checks, and saving throws for as long as the jester continues to perform (as a move action), up to a maximum number of rounds equal to the jester's level. This is a mind-affecting, language-dependant effect.

Vexing Dialogue (Su)

A 15th-level jester with 18 or more ranks in Perform (comedy) can create a running series of jokes, observations, and insults that breaks a single target's ability to concentrate. When the jester uses this ability, his target must make a Concentration check opposed by the jester's Perform (comedy) check to cast a spell, use a supernatural ability, or otherwise perform an act that would require a Concentration check to complete if the target suffered damage while attempting it. This effect lasts for 1 round. The jester can use this ability against a given target once per encounter. This is a mind-affecting, language-dependent effect.

Scathing Wit (Su)

An 18th-level jester with 21 or more ranks in Perform (comedy) can leave his target a dispirited, demoralized shell with a few choice, cutting remarks. The target can make a Will save (DC 10 + 1/2 jester's level + jester's Cha modifier). If the save fails, the target suffers a penalty equal to the jester's Charisma bonus on attack rolls and saving throws. This penalty lasts for as long as the jester performs (a move action), for a maximum number of rounds equal to half the jester's level. This is a mind-affecting, language-dependent effect. The target must be able to see and clearly hear the jester.

Bone Rattler (Ex)

At 10th level, the jester's antics are so vexing that even the normally implacable undead fall victim to them. The jester's mind-affecting jester's performance abilities function as normal against undead that possess intelligence scores, although undead creatures gain a +2 bonus on their saves against such abilities. Undead creatures that lack intelligence scores and other types of creatures immune to mind-affecting effects remain immune to the jester's talents.

Gear:

Spoiler: ShowHide

[Armor]Bracers of Armor+6

[Head]Jester's Mask of Enduring Comedy: A white mask of a jester, eternally smiling. Grants the skill to make most laugh and endure those who just don't have a sense of humor. Gives a +6 enhancement bonus to Charisma and Constitution as well as a +15 competence bonus to perform(comedy) checks. Whenever the wearer uses a jester's performance ability or casts a jester spell, the mask instantly casts the following spells on the wearer at caster level 20th: cure critical wounds, protection from energy(wearer chooses the energy resisted) and protection from law.
[Ring 1]Ring of Three Wishes (1 wish left)

[Anastasia]

I've had Lucial bouncing around in my head for some time. I chose to do him now as a palate cleanser. With his fluff, it's important to remember that yugoloths are all about the lies. It's possible that his benefactor is the General of Gehenna working an angle, or that it's Shar as suggested, or even that it's another entity impersonating both. It's impossible to say; there's a good reason why ultroloths are often depicted as faceless. Feel free to draw whatever conclusion you wish. Anyway, notes are as follows.

- War hulk's a problematic class in gestalt. I chose it only because it fits his total defeat and submission to the valeoloth role. Taking war hulk on top of it doubles down on abject humiliation. Anyway, war hulk's as written for this, save for toughness giving toughness at level 8 and +3 HP at levels 9/10. Seems like the fairest way to resolve that. If I ever use war hulk in an ongoing game, I'll probably rejigger the class some more. +20 str plus gestalt creates obvious problems. Hell, +20 str alone creates problems.

- Valeoloths are from here, Ithea fought one in B3 during a trip to the elemental plane of earth.

- Lucial fights directly and with little strategy. He's long since ceased to care about his own life. Only the core of self-absorption that defines yugoloths prevents him from committing suicide. He fights to the death solely because he's failed to fear oblivion for a long time now.

- I'll probably work on some odds and ends next as I polish up Morwel. I'm feeling like doing lots of little projects right now.

Fluff:

Spoiler: ShowHide

Lucial was once a powerful ultroloth in the service of Anthraxus. Unfortunately for him, his dread master found him wanting and accursed him to be a valeoloth. He was banished to the fringes of the Blood War, expected to die a horrible death against impossible odds. Only an unexpected summoning saved him from this fate. He found himself in the presence of a pitch-black fiend who claimed to be the General of Gehenna. It bestowed Tamabaril onto him and possessed the power to command Lucial.

Since that day, Lucial has followed every order of this fiend. He been ground beneath the will of his benefactor, his pride and hopes for recovery destroyed to the last. He has become an unthinking machine of war, caring only to be ordered. He has long since lost any emotions into a void of cold despair. He is used to assassinate troublesome fiends in the Blood War - but never ones too smart or too capable, as his benefactor routinely points out. He is a sword and nothing but a sword.

Were Lucial willing and capable of analyzing his situation, he would suspect that his benefactor is not the General of Gehenna at all. No, the figure does not match what little Lucial once knew about the First Fiend. The emptiness within him instead matches another, yet this same bottomless despair prevents him from coming to the truth. Instead he fights on, claiming to kill his foes in the name of the General of Gehenna.

Lucial, Blade of the General

Valeoloth 33//Fighter 23/War Hulk 10

Size/Type: Large Outsider (Evil)
Hit Dice: 23d10+10d12+462+33+6 (851 hp)
Initiative: +19
Speed: 60ft, fly 150ft (good)
Armor Class: 75 (-1 size, +35 natural, +11 dex, +1 dodge, +1 ws, +12 armor, +6 deflection)
Base Attack/CMB/CMD: +33/+61/80
Attack: Tamabaril+67 (3d6+62 12-20 x3) or bladewing+71 (2d10+54 plus 6d6 on crit 15-20 x4)
Full Attack: Tamabaril+67/+62/+57/+52 (3d6+62 12-20 x3) and 4 bladewings+71 (2d10+54 plus 6d6 on crit 15-20 x4)
Space/Reach: 10ft/10ft (20ft with bladewings)
Special Attacks: Bladewings, improved grab, blade's wrath, augmented critical, spell-like abilities, massive swing, mighty rock throwing, massive sweeping boulder.
Special Qualities: Damage reduction 25/epic and good, immunity to bladed weapons, immunity to poison, resistance to fire, cold, electricity and acid 30, spell resistance 43, telepathy 200ft, darkvision 120ft, slayer.
Saves: Fort +36, Ref +33, Will +28
Abilities: Str 65, Dex 33, Con 39, Int 8, Wis 23, Cha 23 
Skills: Balance+42, Climb+63, Concentration+50, Escape Artist+42, Hide+42, Intimidate+42, Jump+75, Listen+14, Move Silently+42, Spot+14, Swim+63, Tumble+42, Use Rope+42
Feats: Combat Reflexes(1), Weapon Focus(Bladewing)(F1), Improved Initiative(F2), Mindsight(3), Weapon Specialization(Bladewing)(F4), Hold the Line(6), Cleave(F6), Melee Weapon Mastery(Slashing)(F8), Supernatural Instincts(9), Improved Critical(Bladewing)(F10), Great Cleave(12), Dodge(F12), Greater Weapon Focus(Bladewing)(F14), Power Attack(15), Greater Weapon Specialization(F16), Improved Natural Attack(Bladewing)(18), Power Critical(Bladewing)(F18), Weapon Supremacy(Bladewing)(F20), Toughness(WH8)
Epic Feats: Superior Initiative(21), Spellcasting Harrier(F22), Overwhelming Critical(Bladewing)(24), Devastating Critical(Bladewing)(27), Great Strength(30), Pulverize(33)
Alignment: Neutral Vile

Racial powers:

Spoiler: ShowHide

Lucial is proficient in all simple weapons and any bladed weapon, including exotic bladed weapons.

Spell-Like Abilities

Always active-detect good, see invisibility, true seeing. At will-blade barrier, greater teleport. 1/day-black blade of disaster. Caster level 33rd. The save DCs are Charisma based.

Bladewings (Ex)

The four blades that form wings for Lucial are flexible and capable of serving as weapons. These blades have a 20ft reach and deal 1d12 points of slashing damage per strike. The bladewings may be used in a full attack without the normal -5 penalty for secondary natural attacks, and in addition add the Lucial's full strength modifier to damage rolls.

Improved Grab (Ex)

To use this ability, Lucial must hit with a bladewing. He can then attempt to start a grapple as a free action without provoking an attack of opportunity. If he wins the grapple check, he grapples the target, but is not considered to be grappling otherwise. Lucial can hold up to four targets this way, one on each bladewing. For each target grappled, he loses one bladewing attack. If two or more targets are grappled, he cannot fly.

Blade's Wrath (Su)

Any weapon held by Lucial, as well as his bladewings, are affected as if by a greater magic weapon spell. Unlike a normal greater magic weapon spell, the maximum enhancement bonus granted may exceed +5. The caster level of this ability is equal to Lucial's hit dice.

Augmented Critical (Ex)

Lucial's bladewings threaten a critical hit on a natural attack roll of 18-20, dealing triple damage on a successful critical hit.

Immunity to Bladed Weapons (Su)

Lucial cannot be harmed by bladed weapons. In effect, he has damage reduction infinity/- against bladed weapons. For the sake of this ability, a bladed weapon is a weapon that uses a blade or cutting edge to deal slashing or piercing damage. This protects against secondary sources of damage from bladed weapons, such as a rogue's sneak attack deal with a dagger or a paladin's smite evil with a longsword. Energy damage, such as from a flaming or frost weapon, still deals damage(though it must still overcome Lucial's energy resistance).

Slayer (Ex)

Lucial is a master of inflicting grievous harm. He may inflict critical hits on creatures normally immune to them.

War Hulk powers:

Spoiler: ShowHide

No Time to Think (Ex)

A character with levels in the war hulk prestige class is considered to have 0 ranks in all Intelligence-, Wisdom-, and Charisma-based skills (whether or not he has bought ranks in them previously). The only exception is the Intimidate skill, which works normally.

Great Swing (Ex)

Starting at 2nd level, a war hulk is able to make a great, sweeping swing with a melee weapon. As a full-round action, the war hulk can choose three squares adjacent to one another (he must threaten all of them). His attack applies to all creatures in those squares. Make one attack roll and apply that roll as an attack against each defender. If the war hulk uses a special attack (such as disarm, trip, or sunder), this special attack affects only the first target; the other creatures are attacked normally.

Walls and similar obstacles can block a great swing. Start with one square that the war hulk threatens. Each successive square chosen must be adjacent to the previous square and have line of effect from that square. Two squares separated by a wall, for instance, can't be chosen as adjacent squares for a great swing. The war hulk may skip creatures, attacking only those he wants to. For example, if there are three creatures in a row—an enemy, an ally, and another enemy—the war hulk can choose those three squares for the great swing but strike only the two enemies. If a war hulk drops one of his foes with a great swing, he may make a cleave attack normally. However, he may do so only once for every time he swings, even if he drops more than one foe.

Mighty Rock Throwing (Ex)

Starting at 3rd level, a war hulk gains a powerful rock throwing ability. The character can throw rocks that deal 2d8 points of damage with a range increment of 50 feet. (Like all thrown weapons, they have a maximum range of five range increments.) The war hulk uses his Strength modifier instead of his Dexterity modifier on the attack roll. The rock must weigh approximately 50 pounds.

Mighty Swing (Ex)

Starting at 4th level, a war hulk can make a mighty swing. A mighty swing is like a great swing, except that it is an attack rather than a full-round action. Thus, the character can move and make a mighty swing or (if he can make multiple attacks) make multiple mighty swings in a single round.

Sweeping Boulder (Ex)

Starting at 6th level, a war hulk is able to throw his rocks with such force that they affect two adjacent squares. (The second square must be farther away from the war hulk than the first—they cannot be equidistant from him.) Make one attack roll and apply the result to each target. As with great swing, the war hulk must have line of effect from one square to the next.

Toughness

At 8th level, the war hulk gains toughness as a bonus feat. At level 9 and 10, he gains a bonus +3 hit points. These hit points stack with the toughness feat.

Massive Sweeping Boulder (Ex)

Starting at 8th level, a war hulk is able to throw his rocks with such force that they affect four squares in a line. (Each successive square chosen must be farther away from the character.) Only the first creature can be subject to damage from a critical hit or a sneak attack.

As with great swing, the war hulk must have line of effect from one square to the next.

Massive Swing (Ex)

A 10th-level war hulk can lash out all around himself with a single attack. Massive swing works like mighty swing, except that its effect is not limited to three squares. The war hulk's swing affects all squares he threatens.

Gear: [spoiler]

Tamabaril

This sword is said to be a gift from the General of Gehenna. At the least, it was given to Lucial by the daemon that summoned him and has been his weapon for eons. This blade is a fuzzy black, causing it to blend into shadows and make it difficult to see where the blade ends. A viewer who succeeds on a DC 62 Spot check (or a creature with true seeing or the see in darkness special quality) can see that the sword's exact boundaries are in flux.

Tamabaril is a large great falchion+6(+8 with blade's wrath), keen. It has double the normal critical threat range of a great falchion; this stacks with keen for a total threat range of 12-20. It also counts as one size larger than it is to determine damage.

At the end of the wielder's turn, if Tamabaril has successfully dealt damage to a creature, the wielder may invoke a black blade of disaster as an immediate action. This blade appears and strikes a single creature of the wielder's choice within 300ft. This requires a ranged touch attack roll by the wielder. The blade ignores physical barriers and any magical or supernatural barriers, such as a wall of force or prismatic sphere. The only exceptions are the works or a deity or 10th level and higher magic, which are sufficient to stop the black blade. On a successful hit, the target must make a DC 62 Fortitude save or be disintegrated and suffer 360 points of damage. A creature that succeeds on the Fortitude save suffers only 60 points of damage. Once the single attack is resolved, the black blade of disaster vanishes.

Any creature besides Lucial that holds Tamabaril takes 20d6 damage per round. There is no saving throw against this damage.

Tamabaril counts as an artifact.

Lucial also wears leather and adamantine bindings that grant a +12 armor bonus to armor class, a ring of protection and resistance+6 and boots that grant a +10 enhancement bonus to Dexterity.

[Anastasia]

Filling in a mentioned character from the statblock of Levistus. There's not much to say here, Wavera is straight forward. Elementals tend to be. Anyway, Wavera fights by flowing about the battlefield and striking with great force thanks to skirmish and primal magic.

Istishia does know of Levistus; when Levistus first set up a lair within Water, a primal water elemental came to greet him and serve at Istishia's behest. It is an unhidden spy protected from Levistus's devour mind, yet Levistus can do nothing about it. To dismiss or slay it would be an insult to the Water Lord, one he can ill afford.

Note: Istishia's gender and even possessing one is as fluid as water. It is customary to use varying pronouns when writing about the Water Lord.

Wavera is a spy openly planted into the court of the renegade aspect of Levistus. When Levistus first came to Water, Istishia detected his coming, as all of Water is his domain. She sent a powerful servant to observe the aspect. Istishia has no need for stealth within Water and chose to offer up a useful servant and spy as one. The primal elemental is too useful for Levistus to discard or ignore, yet he knows all that Wavera sees heads to the master of Water. It is thus the balance of a tightrope, between need, politics and secret-keeping.

For its part, Wavera merely serves without second thought and without question. Its loyalties forever lie with Istishia, but serving another of Water at its command is acceptable. Wavera has no love for Levistus or his underlings. This is but one of an endless array of tasks that Wavera will accomplish and nothing more.

It's worth noting that Levistus is not aware of Wavera's ability to hear telepathic conversation.

Primal Water Elemental 40//Scout 40

Size/Type: Colossal Elemental (Water)
Hit Dice: 40d8+440+40+240 (1040 hp)
Initiative: +15
Speed: 40ft, swim 620ft
Armor Class: 52 (-8 dize, +9 dex, +40 natural, +1 dodge)
Base Attack/CMB/CMD: +30/+53/73
Attack: Slam+37 (8d6+15 plus 11d6 skirmish)
Full Attack: 2 slams+37 (8d6+15 plus 11d6 skirmish)
Space/Reach: 30ft/30ft
Special Attacks: Drench, primal magic, vortex, water mastery, skirmish(+11d6/+10 AC(+13d6/+12 AC if move 20ft)).
Special Qualities: Damage reduction 25/-, spell resistance 48, darkvision 120ft, improved mettle, elemental traits, trapfinding, battle fortitude+5, uncanny dodge, aquatic scout+50ft, trackless step, evasion, flawless stride, camouflage, blindsight 90ft, hide in plain sight, free movement, istishia's protection, istishia's wisdom, istishia's watch.
Saves: Fort +38, Ref +23, Will +30
Abilities: Str 40, Dex 28, Con 33, Int 14, Wis 19, Cha 27
Skills: Diplomacy+51, Escape Artist+52, Intimidate+51, Jump+62, Knowledge(N&R)+45, Knowledge(Planes)+75, Listen+77, Move Silently+52, Sense Motive+87, Spot+77, Swim+66
Feats: Combat Reflexes(1), Iron Will(3), Dodge(S4), Power Attack(6), Improved Initiative(S8), Endurance(9), Steadfast Determination(12), Lightning Reflexes(S12), Improved Natural Attack(Slam)(15), Improved Skirmish(S16), Toughness(18), Combat Expertise(S20), Rapid Swimming(21), Swimby Attack(24)
Epic Feats: Epic Skill Focus(Sense Motive)(S23), Superior Rapid Swimming(S26), Epic Toughness(27), Epic Blindsight(S29), Epic Will(30), Epic Skirmish(S32), Epic Fortitude(33), Epic Blindsight(S35), Epic Toughness(36), Armor Skin(S38), Epic Toughness(39)
Alignment: Neutral

Racial powers:

Spoiler: ShowHide

Drench (Ex)

The primal elemental's touch puts out torches, campfires, exposed lanterns, and other open flames of nonmagical origin if these are of Gargantuan size or smaller. The creature can dispel magical fire it touches as greater dispel magic (dispel modifier+40).

Primal Magic (Sp)

As a swift action, a primal elemental can cast any spell of 13th level or lower that has a descriptor that matches the elemental's affinity. That is, a primal fire elemental can cast spells with the fire descriptor while a primal earth, wind and water elementals can cast spells with the earth, air or water descriptors, respectively. Spells cast in this way have a DC equal to 10 + 1/2 the primal elemental's hit dice + Charisma modifier and a caster level equal to their hit dice. Casting a spell with this ability never provokes an attack of opportunity, as it is a primal display of elemental mastery rather than a proper spell that creates openings.

Vortex (Su)

A primal water elemental may take the form of a swirling vortex like its lesser kin, but more powerful than what they manifest. It has the following changes:

The size of the vortex may be up to 15ft at its base, 90ft at its top and 150ft wide.

The vortex deals 6d8 points of damage to creatures and requires a DC 45 Reflex save to avoid the damage, being held suspended in the vortex or to escape. The save DC is Strength based.

The concentration check to cast within the vortex is 45 + spell level. The penalty to Dexterity is -8 and the penalty to attack rolls is -4.

Improved Mettle (Ex)

If a primal water elemental succeeds on a Fortitude or Will save that allows a reduced effect on a successful save, it takes no effect at all. If it fails the save, it takes the reduced effect, as if it had passed the save normally.

Istishia's Protection (Su)

Wavera has been personally warded with Istishia's power to better accomplish its mission. Wavera enjoys a constant mind blank effect (CL 67th) and is immune to cold damage. This protection extends to Levistus's devour mind, which cannot affect her. These protections can only be overcome by a divine rank check against Istishia, who is a rank 18 greater power. Levistus cannot succeed on this check as a rank 0 quasi-power. For the sake of anti-magic and similar effects, Wavera is treated as being divine rank 0. It does not possess any actual divine rank.

Istishia's Wisdom (Su)

In addition to her protection, Wavera has been granted Istishia's wisdom. Wavera benefits from a +30 competence bonus to knowledge(planes), listen, sense motive and spot checks. Likewise, Wavera's memory is perfect and it recalls everything it has seen and heard to the smallest detail. Finally, Wavera can hear telepathic conversation within 1000ft as if it was spoken conversation.

Istishia's Watch (Su)

Istishia is immediately aware of any harm that comes to Wavera, including negative conditions and situations. This ability functions anywhere except divine realms (save for those within Water).

Scout powers:

Spoiler: ShowHide

Skirmish (Ex)

A scout relies on mobility to deal extra damage and improve her defense. She deals an extra 1d6 points of damage on all attacks she makes during any round in which she moves at least 10 feet away from where she was at the start of her turn. The extra damage applies only to attacks made after the scout has moved at least 10 feet. The skirmish ability cannot be used while mounted. The extra damage applies only to attacks taken during the scout's turn. This extra damage increases by 1d6 for every four levels gained above 1st (2d6 at 5th, 3d6 at 9th, 4d6 at 13th, and 5d6 at 17th level).

The extra damage only applies against living creatures that have a discernible anatomy. Undead, constructs, oozes, plants, incorporeal creatures, and creatures immune to extra damage from critical hits are not vulnerable to this additional damage. The scout must be able to see the target well enough to pick out a vital spot and must be able to reach such a spot. Scouts can apply this extra damage to ranged attacks made while skirmishing, but only if the target is within 30 feet.

At 3rd level, a scout gains a +1 competence bonus to Armor Class during any round in which she moves at least 10 feet. The bonus applies as soon as the scout has moved 10 feet, and lasts until the start of her next turn. This bonus improves by 1 for every four levels gained above 3rd (+2 at 7th, +3 at 11th, +4 at 15th, and +5 at 19th level).

A scout loses this ability when wearing medium or heavy armor or when carrying a medium or heavy load. If she gains the skirmish ability from another class, the bonuses stack.

Trapfinding (Ex)

A scout can use the Search skill to locate traps with a DC higher than 20, and she can use Disable Device to bypass a trap or disarm magic traps. See the rogue class feature.

Battle Fortitude (Ex)

At 2nd level, a scout gains a +1 competence bonus on Fortitude saves and initiative checks. This bonus increases to +2 at 11th level and +3 at 20th level. A scout loses this bonus when wearing medium or heavy armor or when carrying a medium or heavy load.

Uncanny Dodge (Ex)

Starting at 2nd level, a scout cannot be caught fat-footed and reacts to danger before her senses would normally allow her to do so. See the barbarian class feature.

Trackless Step (Ex)

Beginning at 3rd level, a scout cannot be tracked in natural surroundings. See the druid class feature.

Evasion (Ex)

Beginning at 5th level, a scout can avoid damage from certain attacks with a successful Refex save. See the monk class feature.

Flawless Stride (Ex)

Starting at 6th level, a scout can move through any sort of terrain that slows movement (such as undergrowth, rubble, and similar terrain) at her normal speed and without taking damage or suffering any other impairment.

This ability does not let her move more quickly through terrain that requires a Climb or Swim check to navigate, nor can she move more quickly through terrain or undergrowth that has been magically manipulated to impede motion.

A scout loses this benefit when wearing medium or heavy armor or when carrying a medium or heavy load.

Camouflage (Ex

Beginning at 8th level, a scout can use the Hide skill in any sort of natural terrain. See the ranger class feature. She loses this benefit when wearing medium or heavy armor or when carrying a medium or heavy load.

Blindsense (Ex)

At 10th level, a scout gains the blindsense ability out to 30 feet.

Hide in Plain Sight (Ex)

Beginning at 14th level, a scout can use the Hide skill in natural terrain even while being observed. See the ranger class feature. A scout loses this benefit when wearing medium or heavy armor or when carrying a medium or heavy load.

Free Movement (Ex)

At 18th level and higher, a scout can slip out of bonds, grapples, and even the effects of confining spells easily. This ability duplicates the effect of a freedom of movement spell, except that it is always active. A scout loses this benefit when wearing medium or heavy armor or when carrying a medium or heavy load.

Blindsight (Ex

A 20th-level scout gains the blindsight ability out to 30 feet. Her senses become so acute that she can maneuver and fight flawlessly even in total darkness. Invisibility, darkness, and most kinds of concealment are irrelevant, though the scout must have line of effect to a creature or object to discern it.

Gear:

Spoiler: ShowHide

Wavera does not bother with equipment. However, it uses its primal magic ability to cast nixie's grace and Wavera's parry on itself. It refreshes the spells as needed. The bonuses from the spells have been factored into the stat block above.

Custom Material: [spoiler]

Wavera's Parry
Transmutation [Water]
Level: Drd 5, Sor/Wiz 6
Components: V, S, M
Casting Time: 1 standard action
Range: Personal; see text
Target: You
Duration: 10 min/level

This spell allows you to control the waters in a 20ft sphere around you. This zone of control automatically protects you from harm in several ways.

Firstly, any creature attempting to move into or through the controlled area must succeed on a swim check. The DC is your caster level + 10. Creatures that succeed on this check may continue as normal while creatures that fail are stopped and swept out of the range of the sphere of control. This check must be repeated each round you are in the sphere of control, as well as each time you enter the sphere. Freedom of movement or similar magics allow free movement within the the sphere.

Secondly, the waters actively repel attacks from you. Melee attacks suffer a -6 penalty against you while ranged attacks are automatically deflected. Freedom of movement and similar magics overcomes this effect on melee attacks. It does not on ranged attacks, unless the effect applies to the creature's ranged attacks.

Finally, the sphere of control pushes out and filters liquids that would damage or otherwise harm you, such as poisonous liquids or acids. These substances float just outside of the range of the sphere.

This spell only functions underwater. If cast on dry ground or if the caster leaves the water, the spell instantly ends.

Material Component

A drop of water from a water elemental.

[Anastasia]

I'm working up a dungeon based around a hide away of the rogue aspect of Levistus. This is one of the native creatures of that area.

Near the area where Water brushes against the border of Ice, there is a sea of free floating ice, kelp, frozen coral and sub zero waters. Known as the Crystal Reef Sea, this region is avoided by both water and ice elementals. It is too cold for the fluid bodies of water elementals and too wet for the hardened body of ice elementals.  It is an area rife with creatures adapted to the terrain, as well as many secluded hideaways for those who wish not to be disturbed.

The crystal reef hunter is a strain of dire shark adapted to this region. They are vicious hunters who have learned to use the terrain to enable devastating stealth tactics. They are noted for swimming out from cover, biting and grappling a foe, then vanishing behind cover before anyone can react.

Dire Shark, Crystal Reef Hunter

Size/Type: Huge Animal (Aquatic, Cold)
Hit Dice: 20d8+80+20 (190 hp)
Initiative: +2
Speed: Swim 60ft
Armor Class: 18 (-2 size, +2 dex, +7 natural, +1 dodge)
Base Attack/CMB/CMD: +15/+24/26
Attack: Bite+21 (2d8+10 plus improved grab)
Full Attack: Bite+21 (2d8+10 plus improved grab)
Space/Reach: 15ft/15ft
Special Attacks: Improved grab, swallow whole
Special Qualities: Ice hunter, immunity to cold, keen scent, vulnerability to fire
Saves: Fort +18, Ref +16, Will +13
Abilities: Str 24, Dex 15, Con 18, Int 2, Wis 12, Cha 10
Skills: Hide+36, Spot+24, Swim+15   
Feats: Swimby Attack(B), Toughness(1), Weapon Focus(Bite)(3), Skill Focus(Hide)(6), Improved Natural Attack(Bite)(9), Dodge(12), Lightning Reflexes(15), Great Fortitude(18)
Epic Feats: -
Alignment: Neutral

Racial powers:

Spoiler: ShowHide

Improved Grab (Ex)

To use this ability, a crystal reef hunter 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, it establishes a hold and can try to swallow the foe in the following round.

Swallow Whole (Ex)

A crystal reef hunter can try to swallow a grabbed opponent of up to one size smaller by making a successful grapple check. Once inside, the opponent takes 2d6+7 points of bludgeoning damage plus 1d8+4 points of acid damage per round from the shark's digestive juices. A swallowed creature can cut its way out using a light slashing or piercing weapon by dealing 25 points of damage to the shark's digestive tract (AC 13). Once the creature exits, muscular action closes the hole; another swallowed opponent must cut its own way out.

A Huge crystal reef hunter's gullet can hold 2 Large, 8 Medium or Small, 32 Tiny, 128 Diminutive, or 512 Fine or smaller opponents.

Keen Scent (Ex)

A crystal reef hunter can notice creatures by scent in a 180-foot radius and can detect blood in the water at a range of up to 1 mile.

Ice Hunter (Ex)

Crystal reef hunters have adapted to the local terrain to become fearsome hunters. At the end a move where it uses swimby attack, a crystal reef hunter may attempt to hide as a free action, even if being observed. The hunter must have some sort of cover within 10ft, such as kelp, coral or ice.

This ability only functions in the Crystal Reef Sea or similar areas.

Skills

A crystal reef hunter 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.

A crystal reef hunter also has a +16 racial bonus to hide checks in the crystal reef sea or similar locations.

[Anastasia]

Coral eaters are herbivores that subsist on the plants and kelp of the Crystal Reef Sea, and in particular the coral that grows there. They are peaceful creatures unless disturbed. Unlike most oozes, they have no interest in living creatures. When threatened, they spit coral on their foes and try to constrict them.

Enterprising inhabitants are known to capture coral eaters and use them for various things, such as traps. The essence of these creature is also a mild poison. Said enterprising inhabitants generally harvest it as well. The statistics for this poison are included below.

White Pudding, Coral Eater

Size/Type: Large Ooze (Aquatic)
Hit Dice: 14d10+70 (161 hp)
Initiative: -4
Speed: Swim 40ft
Armor Class: 5 (-1 size, -4 dex)
Base Attack/CMB/CMD: +10/+15/11
Attack: Slam+13 (2d4+4 plus 3d4 acid)
Full Attack: Slam+13 (2d4+4 plus 3d4 acid)
Space/Reach: 10ft/10ft
Special Attacks: Acid, constrict (2d4+4 plus 3d4 acid), coral spit, improved grab.
Special Qualities: Blindsight 60ft, resistance to cold 10, ooze traits, split.
Saves: Fort +10, Ref +0, Will -1
Abilities: Str 19, Dex 2, Con 22, Int -, Wis 1, Cha 1
Skills: Swim+12
Feats: -
Epic Feats: -
Alignment: Neutral

Racial powers:

Spoiler: ShowHide

Acid (Ex)

A coral eater secrets a digestive acid that dissolves organic material quickly, but does not affect stone or metal. Any melee hit or constrict attack deals acid damage, and the opponent's armor (if not metal) and clothing dissolves and becomes immediately useless unless it succeeds on a DC 23 Reflex saving throw. A wooden weapon is likewise endangered and must make the same saving throw. The save DC is Constitution based.

The pudding's touch deals 24 damage per round to wooden, leather, coral or other organic objects, but the ooze must stay in contact with it for one full round to deal this damage.

A coral eater's ooze is able to dissolve the partially ice-based coral of the Crystal Reef Sea. This is in fact the coral eater's primary source of food.

Constrict (Ex)

A coral eater deals automatic slam and acid damage with a successful grapple. The opponents clothes and armor suffer a -4 penalty to the Reflex save against this acid.

Coral Spit (Ex)

A coral eater can spew out the coral that it is digesting in a rain of acidic shards. This is a breath weapon that deals 10d6 points of slashing damage and 6d4 points of acid damage. The range of the breath weapon is a 30ft cone and the DC of the Reflex saving throw is 23. A typical coral eater can use this ability only once before needing to eat again. Well fed ones or hungry coral eaters may be able to use this ability more than once or not at all. Coral spit is a standard action. The save DC is Constitution based.

Coral eaters use this ability when threatened by predators or other creatures that attempt to harm it.

Improved Grab (Ex)

To use this ability, the coral eater must hit with its slam attack. It then can attempt to start a grapple as a free action without provoking attacks of opportunity. If it succeeds in overcoming the target's CMD, it establishes a hold and can constrict its prey.

Split (Ex)

Slashing and piercing weapons deal no damage to a coral eater. Instead the creature splits into two identical puddings, each with half the original pudding's hit points (round down). A coral eater with 10 or less hit points cannot be further split and dies if it reaches 0 hit points.

Coral Eater Essence Poison: [spoiler]



   
   

Poison	Type	Craft DC	Initial Damage	Secondary Damage	Price
Coral Eater Essence	Injury DC 15	18	1d3 Dex plus 1 acid damage	1d3 Dex plus 1d4 acid damage	200 gp

Coral Eater Essence

Coral eater essence is a pasty white sludge harvested from the leavings of coral eater white puddings. The poison is cold to the touch and otherwise unremarkable, with no notable taste or scent to it. In addition to Dexterity damage, this poison inflicts minor acid damage as it races through the victim's bloodstream. This poison does not dissolve in water and is effective even underwater.

This poison may also be used to slowly dissolve organic materials. When used this way, it dissolves approximately one inch of organic material over 24 hours before losing all potency.

[Anastasia]

Frost lilies are wholly original, so they get a full monster flavor block. The Crystal Reef Sea is a pretty tough place to hack it at, considering that this is the lowest creature on the totem pole.

Next up will be a write up of the general area of the sea in custom materials, followed by getting into the details of the defenders of Blue Stilling, fortress of Levistus.

Frost Lily

Fluff:

Spoiler: ShowHide

Ecology

Frost lilies are tangled masses of vines, tendrils and lily-like blossoms about the size of a dwarf. They are natural flora of the Crystal Reef Sea, having been created eons ago by an ice weird who specialized in plant breeding. Legends say that the ice weird, whose name has long since been lost to history, foresaw a future where the frost lilies are essential for the survival of Water.

A typical frost lily is a semi-intelligent creature that pursues a simple life of swimming and eating. They are at the bottom of the hierarchy of the Crystal Reef Sea, save for kelp and fish. While not incapable hunters, they are dwarfed by most other creatures that call the region home. This has instilled a basic caution to them as well as a preference to overwhelming ambushes when they must fight.

All frost lilies are carnivores. They subsist primarily on fish but enjoy the flesh of larger creatures. Warm blooded creatures are a particular treat. As a consequence of this, travelers that appear weak are often attacked by them.

Environment

There are no dens or homes for frost lilies. They drift about the Crystal Reef Sea, going about for several days until they have eaten their fill. They then find a large coral reef to attach to for a day of rest. They avoid artificial structures and instinctively stay away from the abodes of powerful creatures. Observant adventurers can divine the nearby presence of a mighty creature's lair by a sudden absence of frost lilies.

Typical Physical Characteristics

The size of frost lilies is fairly stable. They are about 4 feet tall and 2 feet wide. They are masses of vines, tendrils and lily blossoms. The blossoms decorate the outside of the plant while the inner core is a thick mass of vines and tendrils. The vines are pale green while the lilies are white, blue or purple. On rare occasions there are frost lilies with red lilies. These are rumored to be far more deadly than the norm. In reality, this is a mutation that is purely cosmetic.

Alignment

Frost lilies are usually neutral. Few have any interest in higher philosophical thought. The rare one that takes on another alignment is the result of an abnormally inquisitive lily or the interference of another creature.

Advancement

By racial hit dice. Older specimens reach no more than 12 hit dice. It takes outside influences or exceptional circumstances for a frost lily to advance beyond that.

Gestalt

The vast majority of frost lilies gestalt as commoners. They have no drive to be anything more. Most of the rest gestalt as warriors. An exceptional one or two have managed levels in fighter, but this is far above the norm.

Size/Type: Medium Plant (Aquatic, Cold)
Hit Dice: 9d8+45 (85 hp)
Initiative: +4
Speed: Swim 15ft
Armor Class: 22 (+4 dex, +8 natural)
Base Attack/CMB/CMD: +6/+11/15
Attack: Tendril+12 (1d6+5 plus poison)
Full Attack: 4 tendrils+12 (1d6+5 plus poison)
Space/Reach: 5ft/5ft
Special Attacks: Poison, pounce.
Special Qualities: Blindsight 60ft, immunity to cold, jet, low-light vision, plant traits, vulnerability to fire.
Saves: Fort +11, Ref +7, Will +3
Abilities: Str 21, Dex 19, Con 20, Int 5, Wis 11, Cha 10   
Skills: Hide+16, Listen+12, Move Silently+16
Feats: Weapon Focus(Tendril)(1), Skill Focus(Poison)(3), Reckless Charge(6), Powerful Charge(9)
Epic Feats: -
Alignment: Neutral

Racial powers:

Spoiler: ShowHide

Blindsight (Ex)

A frost lily's blindsight works by detecting the movement of water around it. Its blindsight does not work outside of water.

Jet (Ex)

The frost lily is capable of a sudden burst of movement when prey is detected, allowing it to make a swift charge. A frost lily may move up to four times its normal speed when it makes a charge (60ft total with its base speed).

Poison (Ex)

DC 23 contact; numbness for 1d4 hours primary and 2d10 points of frostburn damage secondary. Numbness inflicts a -4 penalty to all Strength, Dexterity and Constitution based checks and skills, as well as attack rolls. The save DC is Constitution based and includes a +2 racial bonus.

Pounce (Ex)

A frost lily may make a full attack at the end of a charge.

Frost Lily Pollen Poison: [spoiler]



   
   

Poison	Type	Craft DC	Initial Damage	Secondary Damage	Price
Frost Lily Pollen	Contact DC 23	27	Numbness	2d10 frostburn damage	1200 gp

Frost Lily Pollen

The pale, snowy pollen of frost lilies. It is painfully cold to the touch and smells of flowers. Numbness inflicts a -4 penalty to all Strength, Dexterity and Constitution based checks and skills, as well as attack rolls. The secondary damage is frostburn damage.

[Anastasia]

Gelugon patrollers are gelugons who have defected to the rogue aspect of Levistus. However, these devils have either been found wanting or Levistus was unable to resist devouring their minds. Once wiped, they are subjected to a long regime of reprogramming and physical alterations by Amea and Paluze, followed by Levistus again devouring their minds. This repeats until there is nothing left but thralls who serve Levistus without any other care.

Regardless, these gelugons serve as scouts and patrollers of the area around Blue Stilling. They ride crystal reef hunter sharks that have been properly domesticated for use. In truth, this role is far below a gelugon's dignity. These poor souls have ceased to care even about that. They have embraced an oblivion of the self, subsuming themselves in the desires of Levistus.

Gelugon patrollers fight as straightforward warriors. They charge, use cone of cold to damage and flash freeze opponents and always have unholy aura up before a battle begins. On sighting enemies but before any engagement (or during the first round in case of an ambush), the patrollers will use their quickened sending spell-like ability to alert Amea and Paluze of the situation. They generally ignore travelers that look harmless and will not cross close to Blue Stilling. If the travelers look like trouble or appear to be heading for Blue Stilling, they attempt to slay them then and there.

Gelugon, Patroller.

Gelugon 14//Fighter 14

Size/Type: Large Outsider (Aquatic, Evil, Lawful)
Hit Dice: 14d10+84+14 (175 hp)
Initiative: +5
Speed: 20ft, swim 40ft
Armor Class: 40 (-1 size, +5 dex, +18 natural, +8 armor)
Base Attack/CMB/CMD: +14/+21/26
Attack: Trident+25 (2d6+15)
Full Attack: Trident+25/+20/+15 (2d6+15) and bite+14 (2d6+3) and tail +14 (3d6+3 plus slow)
Space/Reach: 10ft/10ft (20ft with spear)
Special Attacks: Fear aura, slow, spell-like abilities
Special Qualities: Damage reduction 10/good, darkvision 60ft, immunity to fire, mind affecting and poison, resistance to acid and cold 10, regeneration 5, see in darkness, spell resistance 25, telepathy 100ft, touch of levistus.
Saves: Fort +15, Ref +14, Will +15
Abilities: Str 23, Dex 21, Con 23, Int 22, Wis 22, Cha 20   
Skills: Bluff+22, Concentration+23, Intimidate+22, Knowledge(Arcana)+23, Knowledge(Local:Water)+23, Knowledge(Planes)+23, Listen+23, Ride+25, Sense Motive+23, Spellcraft+23, Spot+23, Swim+33
Feats: Skill Focus(Ride)(1), Combat Reflexes(F1), Power Attack(F2), Mounted Combat(3), Ride By Attack(F4), Spirited Charge(6), Weapon Focus(Trident)(F6), Clever Opportunist(F8), Double Team(9), Weapon Specialization(Trident)(F10), Greater Weapon Focus(Trident)(12), Melee Weapon Mastery(Piercing)(F12), Toughness(F14)
Epic Feats: -
Alignment: Lawful Evil

Racial powers:

Spoiler: ShowHide

Fear Aura (Su)

A patroller can radiate a 10ft radius fear aura as a free action. A creature in the area must succeed on a DC 22 Will save or be affected as though by a fear spell (caster level 14th). A creature that successfully saves cannot be affected again by the same patroller's aura for 24 hours. Other devils are immune to the aura. The save DC is Charisma based.

Slow (Su)

A hit from an patroller's tail or trident induces numbing cold. The opponent must succeed on a DC 23 Fortitude save or be affected as though by a slow spell for 1d6 rounds. The save DC is Constitution based.

Spell-Like Abilities

At will-cone of cold, fly, ice storm, greater teleport (self plus 50 pounds of objects only), persistent image, unholy aura, wall of ice. 3/day-quickened sending. Caster level 13th. The save DCs are Charisma based.

Regeneration (Ex)

A patroller takes normal damage from good-aligned weapons and from spells or effects with the good descriptor.

Touch of Levistus (Ex)

The gelugons assigned to patrol around Blue Stilling are little more than mind-wiped shells, subject to repeated application of devour mind. A rigorous re-education and physical alteration followed from Amea and Paluze, all to make perfect servants for Levistus. This comes with several benefits and drawbacks.

Patrollers gain the aquatic subtype and have a swim speed equal to double their land speed (said land speed is reduced to 20ft). Their minds have been conditioned to accept nothing but the words of Levistus. They are immune to mind-affecting abilities of all kinds, save for those that originate from Levistus or his favored servants, such as Amea or Paluze. Finally, the have accepted that every thought they have is the property of Levistus and eagerly pass them onto him. They may use sending up to three times per day as a swift action. These sendings are almost always sent to Levistus or his favored servants.

However, these improvements do not come without a price. A patroller does not gain a bonus to skill points from having a high Intelligence. It has lost too many memories and had its sense of self eroded away. It cannot summon devils, as those contacts have been long sundered and Levistus does not find them worthy of having this honor.

Gear:

Spoiler: ShowHide

Patrollers use cold iron tridents+2, aquatic and mithral breastplates+3, buoyant. Both of these are treated to be immune to rust and wear from the cold waters of the Crystal Reef Sea. They forego a shield in favor of wielding their tridents with two hands.

In addition, their crystal reef hunter mounts wear saddles enchanted to function as a ring of invisibility.

[Anastasia]

Maggezal was once a champion of the oceans in his Prime Material world. A paladin of tyranny without compare, he crushed all before him and turned the seas into one monstrous empire under his banner. The kua-toa, sahuagin, sea elves and mermen were all forced to kneel before his empire's might. During his ascension, he had paid well to consult with an ice weird known as Paluze. The same Paluze that later fell in the thrall of the rogue aspect of Levistus, and who desired to bring her love a powerful servant.

Maggezal was lured to Water under the guise of doing business. Here he was beset and betrayed by Paluze; while he would be a fair match for her in normal circumstances, the ice weird's ability to divine the future had lead to an unwinnable and inescapable battle. The great tyrant was defeated, chained and brought to Levistus. Here the rogue aspect devoured the kraken's mind and had him subjected to alterations and brutal retraining. The end result is a creature of greasy waters that leeches the life and memories from all he fights.

Now Maggezal serves as a powerful enforcer for Paluze and the rogue aspect. When not sating his horrid urges on the enemies of Levistus, he stays near Blue Stilling as a defender. He serves the will of Paluze and Levistus without fail. Yet, such a powerful entity does not succumb so easily. A small shard of the true, original Maggezal remains buried deep within, waiting for the chance to be restored. From that, revenge will follow.

Maggezal, Kraken Spirit Glutton

Kraken 20/Half-Fiend 4/Styx Corrupted 3//Paladin of Tyranny 5/Fighter 2/Soul Eater 10/Thayan Gladiator 10

Note: Soul eater's various stat and check bonuses are figured into the stat block, including the boost from soul radiance. Paluze ensures that Maggezal has a weak creature to properly slay each day.

Soul Eater bonuses are factored into the statblock.

Size/Type: Gargantuan Outsider (Aquatic)
Hit Dice: 7d10+10d8+10d12+432+27+54 (783 hp)
Initiative: +9
Speed: Swim 40ft
Armor Class: 57 (-4 size, +5 dex, +26 natural, +10 profane, +5 deflection, +5 armor)
Base Attack/CMB/CMD: +27/+50/70
Attack: Tentacle+49 (3d8+25 plus 1 vile plus vile wound plus 1 vile intelligence damage plus 1 negative level plus 2d6 unholy plus improved grab plus stunning critical (DC 34) 19-20 x3)
Full Attack: 2 tentacles+49/+49 (3d8+25 plus 1 vile plus vile wound plus 1 vile intelligence damage plus 1 negative level plus 2d6 unholy plus improved grab plus stunning critical (DC 34) 19-20 x3) and 6 arms+48 (1d6+15 plus 1 vile plus vile wound plus 1 vile intelligence damage plus 1 negative level plus improved grab) and bite+48 (4d6+15 plus 1 vile plus vile wound plus 1 vile intelligence damage plus 1 negative level)
Space/Reach: 20ft/20ft (30ft with arms, 60ft with tentacles)
Special Attacks: Improved grab, constrict 3d8+25 or 1d6+15(see above for details), smite good (racial) 1/day, erosion of the mind, smite good (paladin) 2/day, deadly touch(35 hp), turn living 10/day(1d6; DC 18), energy drain, soul blast 3/day (10d6, DC 27).
Special Qualities: Darkvision 60ft, ink cloud, jet, low-light vision, spell-like abilities, immunity to poison, resistance to cold 20, resistance to acid, electricity and fire 10, damage reduction 13/-, spell resistance 37, fast healing 13, styxian body, aura of evil, detect good, divine grace, aura of despair, divine health, charging smite, ravenous, soul strength, soul enhancement, soul endurance, soul radiance, soul subsistence, soul agility, soul slave, soul power, study opponent, stunning critical, silver strike, natural weapon focus, adamantine strike, savage strike, magic strike.
Saves: Fort +44, Ref +25, Will +25
Abilities: Str 48, Dex 20, Con 42, Int 25, Wis 20, Cha 24
Skills: Bluff+41, Concentration+50, Intimidate+41, Knowledge(Arcana)+41, Knowledge(Local:Water)+41, Knowledge(Planes)+41, Knowledge(Religion)+41, Move Silently+39, Listen+39, Search+41, Spot+39, Survival+39, Swim+61
Feats: Weapon Focus(Tentacles)(1), Power Attack(3), Divine Might(P4), Vile Natural Attack(6), Toughness(F1), Combat Reflexes(F2), Multiattack(9), Life Drain(12), Improved Multiattack(15), Stand Still(18), Improved Natural Attack(Tentacles)(TG1), Improved Critical(Tentacles)(TG3)
Epic Feats: Vile Wounds(21), Epic Toughness(24), Energy Resistance(Cold)(27)
Alignment: Axiomatic Vile

Racial powers:

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Spell-Like Abilities

6/day-darkness, poison, unholy aura. 2/day-blasphemy, contagion, control weather, control winds, desecrate, dominate animal, horrid wilting, mindrape, resist energy, summon monster 9 (LE creatures only), unhallow, unholy blight. Caster level 27th. The save DCs are Charisma based. (uses doubled due to soul power.)

Improved Grab (Ex)

To use this ability, Maggezal must hit with an arm or tentacle attack. HE can then attempt to start a grapple as a free action without provoking an attack of opportunity. If he wins the grapple check, he establishes a hold and can constrict.

Constrict (Ex)

Maggezal deals automatic arm or tentacle damage with a successful grapple check.

Jet (Ex)

Maggezal can jet backward once per round as a full-round action, at a speed of 560ft. He must move in a straight line, but does not provoke attacks of opportunity while jetting.

Ink Cloud (Ex)

Maggezal can emit a cloud of jet black ink in an 80ft spread once per minute as a free action. The cloud provides total concealment, which Maggezal normally uses to escape a fight that is going badly. Creatures within the cloud are considered to be in darkness. In addition, Maggezal's cloud is polluted by the power of the Styx. Creatures within the cloud take 1 point of vile Intelligence damage each round they are in the cloud. This damage is taken at the start of a creature's turn. Maggezal is immune to the Intelligence damage his ink cloud causes.

Wings (Ex)

Maggezal has adapted the wings his half-fiend blood gives him to help him underwater. Instead of a fly speed, he gains a +20ft bonus to his swim speed. In addition, the speed of his jet ability is doubled to 560ft.

Erosion of the Mind (Su)

The attacks of Maggezal dissolve the memories and identity of those they strike. Maggezal's natural attacks (including unarmed strikes) deal 1 point of vile Intelligence damage per successful strike. Each strike steals away a few memories from the target, with the effects intensifying as it comes closer to zero Intelligence. A creature reduced to zero Intelligence by this ability is treated as having been exposed to the Styx (MoP 86). Creatures immune to the effects of the Styx are immune to the Intelligence damage from this ability.

Styxian Body (Ex)

Maggezal is immune to the effects of the Styx.

Skills

Maggezal has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. He can always choose to take 10 on a Swim check, even if distracted or endangered. He can use the run action while swimming, provided it swims in a straight line.

Paladin of Tyranny:

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Aura of Evil (Ex)

The power of a paladin of tyranny's aura of evil (see the detect evil spell) is equal to her paladin level.

Detect Good (Sp)

At will, a paladin of tyranny can use detect good, as the spell.

Smite Good (Su)

Once per day, a paladin of tyranny may attempt to smite good with one normal melee attack. This ability is otherwise identical to the standard paladin's ability to smite evil, including increased daily uses as the paladin of tyranny gains class levels.

Divine Grace (Su)

At 2nd level, a paladin of tyranny gains a bonus equal to her Charisma bonus (if any) on all saving throws.

Deadly Touch (Su)

Beginning at 2nd level, a paladin of tyranny can cause wounds with a successful touch attack. Each day she can deal a total number of hit points of damage equal to her paladin level × her Charisma bonus. An opponent subjected to this attack can make a Will save (DC 10 + 1/2 paladin level paladin's Cha modifier) to halve the damage dealt.

Alternatively, a paladin of tyranny can use any or all of this power to cure damage to undead creatures, just as an inflict wounds spell does. This power otherwise functions identically to the paladin's lay on hands ability.

Aura of Despair (Su)

Beginning at 3rd level, a paladin of tyranny radiates a malign aura that causes enemies within 10 feet of him to take a -2 penalty on all saving throws. This ability otherwise functions identically to the paladin's aura of courage class feature.

Divine Health (Ex)

At 3rd level, a paladin of tyranny gains immunity to all diseases, including supernatural and magical diseases.

Rebuke Undead (Su)

A paladin of tyranny rebukes undead rather than turning undead.

Charging Smite (Su)

Beginning at 5th level, if you smite good on a charge attack, you deal an extra 2 points of damage per paladin of traynny level to any evil creature you hit (in addition to the normal bonus damage dealt by a smite). If the charge attack misses, the smite ability is not considered used. This is a supernatural ability.

Soul Eater powers:

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Energy Drain (Su)

A soul eater gains the ability to drain energy, bestowing negative levels upon its victims. Beginning at 1st level, the natural weapons of a soul eater bestows one negative level on its target. The Fortitude save DC to remove one of these negative levels is 10 + 1/2 your hit dice + your Charisma modifier.

A soul eater can't give itself negative levels with this ability.

Ravenous (Ex)

A soul eater is beholden to the forces of darkness and its own urges. If not satisfied, the soul eater's powers will turn on itself to sate itself. A soul eater must bestow a negative level on a living creature each day. If it does not, it suffers a negative level as its own soul satisfies the hunger within it. Negative levels gained in this way never result in permanent level loss. Multiple negative levels from failing to bestow a negative level result in stacking negative levels. If the soul eater gains negative levels equal to its current hit dice, it dies. Once the soul eater bestows a negative level on a living creature, all of the negative levels vanish.

Negative levels gained as a result of this ability cannot be prevented in any way, as the soul eater's own essence is devouring itself. Even creatures normally not subject to negative levels are affected by this.

Soul Strength (Su)

When a 2nd level soul eater uses its energy drain ability, it gains a +4 enhancement bonus to Strength for 24 hours.

Soul Blast (Su)

When a 3rd level soul eater uses its energy drain ability, it may project a 100ft ray of force as an immediate action. This ray deals 1d6 points of damage per soul eater level against one target. The target is allowed a Reflex saving throw to avoid the damage (DC 10 + soul eater's class level + soul eater's Cha bonus). This supernatural ability can be used once per day per three soul eater levels.

Soul Enhancement (Su)

When a 4th level soul eater uses its energy drain ability, it gains a +2 enhancement bonus on all saving throws, ability checks, and skill checks for 24 hours. This bonus stacks with any enhancement bonuses gained to ability scores that apply to saves or checks.

Soul Endurance (Su)

When a 5th level soul eater uses its energy drain ability, it gains +4 enhancement bonus to Constitution for 24 hours.

Soul Radiance (Su)

If a 6th level soul eater kills a creature by inflicting negative levels equal to its hit dice, its powers swell. The bonuses from soul strength, soul enhancement and soul endurance rise by 2. When the soul eater gains the soul agility and soul power abilities, they likewise gain a 2 point bonus from this ability.

Soul Subsistence (Su)

When a 7th level soul eater uses its energy drain ability, it does not need to eat, drink or sleep for 24 hours. This satiates the soul eater and removes any previous thirst, hunger or fatigue.

Soul Agility (Su)

When an 8th level soul eater uses its energy drain ability, it gains a +4 enhancement bonus to Dexterity for 24 hours.

Soul Slave (Su)

If a 9th level soul eater completely drains a creature of energy, the victim becomes a wight under the command of the soul eater. It may command as many wights as it has levels in soul eater. Any excess wights are free-willed and are neutral towards the soul eater.

Soul Power (Su)

After a 10th level soul eater had drained energy, all spell-like and supernatural abilities gain a +2 profane bonus to their saving throw DC for 24 hours. Further, and and all spell-like or supernatural abilities the soul eater possesses may be used twice as often as normal during that 24-hour period. For example, if an aboleth soul eater drains energy, it may use its enslave power six times per day rather than three times per day.

Thayan Gladiator powers:

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Improved Natural Attack

When you enter this class, choose one of your natural weapons to gain the benefits of the Improved Natural Attack feat. The natural weapon you choose is affected by the rest of the abilities you gain through advancing in this class.

Maggezal has chosen tentacles for his natural weapon.

Study Opponent (Ex)

You prefer to circle your opponents before engaging them in melee, searching them for weaknesses and noting the way their bodies move. You can study any opponent within 30 feet as a standard action for a number of rounds equal to your Wisdom modifier (minimum 1 round). For each round you study, you gain a +1 bonus on attack rolls and AC during the round that you first engage them in melee combat.

Stunning Critical (Ex)

Starting at 3rd level, any time you make a successful critical hit with your chosen natural weapon, your enemy must succeed on a Fortitude save (DC 15 + your Str modifier) or be stunned for 1 round.

Silver Strike (Ex)

At 3rd level, attacks from your chosen natural weapon overcome damage reduction as if they were silvered weapons.

Natural Weapon Focus (Ex)

At 4th level, you gain the ability to make an additional strike at a —5 penalty with your chosen natural weapon when you use a full attack action.

Imbue Natural Weapon (Su)

Thayan's tentacles have the ghost touch and unholy properties.

Adamantine Strike (Ex)

At 6th level, attacks from your chosen natural weapon overcome damage reduction as if they were adamantine weapons.

Savage Strike (Ex)

At 7th level, the critical multiplier for your chosen natural weapon increases by one. Thus, if you had a critical multiplier of ×2, it would become ×3; if it was already ×3, it becomes ×4.

Natural Weapon Mastery (Ex)

Starting at 8th level, the extra attack you gain from natural weapon focus is at your highest base attack bonus.

Magic Strike (Ex)

At 9th level and higher, attacks from your chosen natural weapon overcome damage reduction as if they were magic weapons.

Gear: [spoiler]

As the result of the profane rituals that imbued the blood of fiends and the taint of the Styx within him, Maggezal has a +6 enhancement bonus to his natural weapons. In addition, his inner arms are decorated with black rings that grant a +10 profane bonus to armor class. His inner body has been fitted with a special suit of riverine banded armor that grants a +5 deflection bonus to armor class and a +5 armor bonus to armor class, but does not impede or slow him in any way.