Grell

Hit Die: d8 Level BAB Fort Ref Will Special 1st 2nd 3rd +1 +2 +3 +0 +2 +2 Eater Body, Buoyant, Sightless, Meal Grab +0 +3 +3 Constrict, Tentacle Growth, Eater Skills, Electric Speech, +1 Dex +1 +3 +3 Growth, Paralysis, Eater Immunities, Expert Grappler, Flight, Tentacle Growth, +1 Con

Class Skills: ((4 + Int. Modifier) x 4 at first level) A Grells class skills are Concentration,Craft(Any), Escape Artist, Hide, Intimidate, Knowledge (any), Listen, Move Silently, Search, Spellcraft, Spot, Survival. Proficiencies: Grells are proficient with their own natural weapons. Class Features Eater Body: At first level, a Grell loses all racial bonuses, traits, and abilities and gains aberration traits. Grells are medium aberrations with two tentacle secondary natural attacks that each deal 1d4+1/2 Str mod damage each, a bite primary natural attack that deals 1d6+ Str mod damage, and a base speed of 5 feet. Its tentacles can perform fine manipulation and have a natural reach of 10 feet. In addition the Grell gains a bonus to its Natural Armor equal to its Con mod. Due to their unusual anatomy, instead of what an humanoid can usually equip, the grell can only wear two neck items ebedded in the thick hide of its body, two pair of bracers or bracelets on the thick uppet portions of two tentacles, and up to four rings of four additional tentacles (provided it has grown them). They can't wear any of the other usual humanoid items, except for armor in the form of customized barding. Buoyant:As a swift action, the Grell can grant itself flight with perfect maneuverability with a speed of 30 feet for 1 round, but can't rise more than 5 feet in the air from the nearest surface below it. Sightless:A Grell is blind, making it immune to gaze attacks, visual effects, illusions and other attack

forms that rely on sight. Its other senses are exceptionally sharp in return, granting the Grell Blindsight with a range of 60 feet. Meal Grab: To use this ability, the Grell must hit an opponent with a tentacle attack. It can then attempt to start a grapple as a free action whitout provoking attacks of opportunity. Ability Score Increase: The Grell gains +1 Dex at 2nd level and +1 Con at 3rd level. Constrict: At 2nd level on a successful grapple check, the Grell deals 1d6+Str mod damage. Tentacle Growth: At 2nd and 3rd level the Grell grows four more tentacles like the ones gained with Eater Body, for a total of ten tentacles at 3rd level. Eater Skills: At 2nd level the Grell gains a Racial bonus on Hide and Move Silently checks equal to its Grell levels plus its other levels. Electric speech:At 2nd level the grell can communicate with creatures whitin 60 feet whitout making any audible sound. Paralysis: At 3rd level the Grell's tentacles become lined with small spiny barbs, much like a squid's. Any creature hit by a Grell's tentacle must make a DC 6+1/2 HD+Con mod Fortitude save or be paralyzed for 2d4 rounds. Creatures struck by multiple tentacle attacks in the same round do not make multiple saving throws. Instead, they make a single saving throw, but the DC increases by 1 for every additional tentacle that hit in the same round. Eater Immunities: At 3rd level the Grell becomes immune to electricity and Paralyzation. Expert Grappler: At 3rd level a Grell can choose to grapple with one tentacle and remain ungrappled itself by taking a -10 penalty on its grapple check instead of the normal -20 penalty. This also grants the Grell a racial bonus on Grapple checks equal to its HD. Flight: At 3rd level the Grell the Buoyant ability of the Grell is always active, and it can fly as high as it wishes.

New Grell Feats (click to show/hide)

Colony Guard [Monstrous]

Prerequisites:At least one level of Grell Benefit: You're in the possession of a silver tubelike device about 3 feet in length that can channel your race's internal energy. This weapon deals 1d6 points of electricity damage per HD to a single enemy whitin 60 feet as a standard action with a successful ranged touch attack. It works only in the grasp of a grell, or someone else suceeding on a DC 25 Use Magic Device. It has 5 charges, which recharge each hour. If you lose it, you 'll have back to your colony and petition for a new one, probably having to provide a good justification to why you lost your previous one. Comments (click to show/hide) Basically floating blind octopus with even more tentacles than usual. The Grell is pretty straightforward at first, move in and lots of natural attacks, also solid skills, but overall a grappler true and trough. Unfortenely, it's only 3 levels long so no really more space for more abilities. So that's why I'm going to make a bunch of racial prcs to expand it.

So if you want to play an Eater of Flesh, the grell's your starting point!

Grell Philosopher

Prerequisites:
-All levels of Grell. -Int 13+ -At least 3 ranks in Knowledge (Dungeoneering) -No levels of Feral Grell HD:d6 Level BAB Fort Ref Will Feature 1 2 +0 +1 +0 +0 +0 +2 +0 +3 Malicious Magic, Disturbing Truth, +1 Int Consesus and Debate, Grell Alchemy, +1 Int

Skills: 4+int modifier per level. A Grell Philosophers class skills are Concentration,Craft(Any), Diplomacy, Escape Artist, Hide, Intimidate, Knowledge (any), Listen, Move Silently, Search, Spellcraft Proficiencies: Its own natural weapons. Features: Malicious Magic: The Grell Philosopher can prepare and cast arcane spells as a Wizard of its class level +2 (stacking with any wizard levels it may gain). It also gains Scribe Scroll as a bonus feat. It must secure a spellbook and ink or some other similar items to scribe down its first spells over a period of 24 hours, but it doesn't need expensive inks for this time. Disturbing Truth: The Grell Philosopher partially bases its spells on obscure physical laws, as opposed to magic alone, and therefore gains a +2 bonus on spell penetration checks. Spellcraft and dispel

checks against the Gre Philosopher's spells also take a -2 penalty unless it's another Grell Philosopher. Ability Score Increase:The Grell Philosopher gains +1 Int at both levels, for a total of +2 Int at 2nd level. Consesus and Debate: Perhaps one of the most alien characteristics of the Grells, they govern themselves trough cold and logic debates, debating and argumenting carefully for the best of the group, whitout actively seeking to screw over their nearby companions or just trying to look superior. At 2nd level the Grell Philosopher can use Int instead of Cha for Diplomacy and Intimidate checks. Grell Alchemy: At 2nd level the Grell Philosopher can create certain special items that its race developed. The Grell Philosopher only needs tools and base materials to fabricate those items, whitout need of any proper installations, as its ten tentacles allow it to easily hold multiple ingredients at once. (click to show/hide) Grell Crystal-A dingy, translucent, dishwater gray in color, it is a common building material in grell lairs. It is usually used to fashion light walls, shelves, partitions and utensils. In its unset form,it is a dry silver-gray powder that looks like rough, dirty salt. When dropped in water, they expand and harden into flat sheets. One pound of crystal powder and 5 gallons of water create a 25-square-foot sheet that is inch thick and weights 50 pounds. The growth and solidification takes 1 hour to finish, allowing it to be pruned or shaped into specific forms and/or items with Craft(Crystalwork) checks. When set, it has hardness 7, 20 HP per inch of thickness, break DC 20, climb DC of 25. The price for 1 pound of this crystal powder is 10 GP and the Craft(Alchemy) DC is 20. Lighting Lance-As the weapon gained from the Colony Guard Feat. It costs 3800 GP of base materials and 24 hours of work to craft, and demands the knowledge of the Shocking Grasp feat. If you have the Colony Guard feat and you still crafted one of these, you now deal 1d8 damage per HD when using a lighting lance instead of 1d6 per HD thanks to your combination of experience with the weapons plus knowing its inner workings in detail now. Greater Lighting Lance-A larger and more powerful version of the previous weapon, this 5 feet long slender silver tube works as a Lighting Lance that deals two extra HD of damage, and if it hits, the electricity bolt then arcs to a second target of the user's choice whitin 30 feet of the primary target, dealing the same amount of damage minus 2 HD (aka the regular damage of a Lighting Lance) with a succesful ranged touch attack. It also has double the charges per hour. It demands the knowledge of shocking Grasp, CL 5 and 18 000 GP in base materials, no exp cost. Silverspear-This device is designed to be worn over the end of one of a grell's tentacles, replacing that tentacle's attack. It deals damage as a regular +2 silvered shortspear and cannot perform iteratives, but it grants an additional 5 feet of reach with that tentacle. Tiny channels in the weapon's interior convey the grell's paralyptic poison to the weapon's head, so creatures struck by it are affected by paralysis just as if they had been struck by that grell's tentacle. In the hands of a non-grell, it works as a regular +2 silvered shortspear. Demands the knowledge of Greater Magic weapon, 4000 GP and 300 exp to craft. Any grell is automatically proficient with this weapon. Comments (click to show/hide) The "big brains" of Grell society, making decisions and crafting their magic bling. They still like to nom humanoids by themselves in their free time. Following Prime32's formula for the Cloaker Lord.

So if you want to play a giant tentacled arcane brain, the Grell's Philsopher's for you!

Feral Grell

Prerequisites:
-All levels of Grell. -Str 13+ -At least 3 ranks in Hide -No levels of Grell Philosopher HD:d10 Level BAB Fort Ref Will Feature 1 2 +1 +2 +2 +3 +2 +0 +3 +0 Fearsome Predator, Hide and Hunt, +1 Con Murderous Ambush, Probing Tentacles, +1 Con

Skills: 4+int modifier per level. A Grell Philosophers class skills are Concentration, Escape Artist, Hide, Intimidate, Knowledge (any), Listen, Move Silently, Search, Survival Proficiencies: Its own natural weapons. Features: Fearsome Predator: Despite the name given to them by sages who study these monsters, Feral Grells are far more than wild beasts. Just slightly less intelligent than their philosopher cousins, Feral Grells are renowed for the ease they adjust to their current circumstances, coordinating with allies or striking on their own depending on what they consider more advantageous at the moment. As a swift action, the Feral Grell can grant itself any Fighter bonus feat (except weapon proficiency feats) or [Monster] feat it qualifies for, lasting 1 round. You can only pick Martial Study up to 3 times per day. Hide and Hunt:A life surviving on its own teaches the Feral Grell to compress its soft body against terrain features, perfectly blending in. It can now hide whitout need of cover or concealment, as long

as adjacent to a solid surface, and can even fly while hidden as long as it fulfills that condition. In addition if it attacks from hiding and suceeds on grappling and/or paralysing its target, it can muffle their voice and drag them down (or up if hiding in a ceiling), not making a sound nor being detected by others. Ability Score Increase: The Feral Grell gains +1 to Con at each level, for a total of +2 Con at 2nd level. Murderous Ambush: At 2nd level the Feral Grell can attack with all of its tentacles as a standard action, including in a partial charge in a suprise round. Probing Tentacles: In recent decades stories about tentacle monsters that disrobe their victims before devouring them seem to have gained a considerable popularity. In simultaneous, Grell sightings on our material plane only started some decades ago. One wonders if the two could be somehow related. At 2nd level the Feral Grell can perform a disarm or Sunder attempt as a free action whitout provoking attacks of opportunity whenever it hits an opponent in melee against a piece of equipment on that opponent's possession. Comments (click to show/hide) The opposite of the Grell Philosopher, this kind of Grell leads a more solitary existence, surviving on its own wits instead of relying on a colony, altough it may temporaly join any it finds. Focus on tentacle attacks and stealth with some extra versatility thrown in to represent the whole I may not use weapons or magic, but I'm no brute monster either. So if you want to play an hentai monster, the Feral Grell's for you!

Grell Patriarch

Prerequisites:
-All levels of Grell.

-Both levels of Grell Philosopher or Feral Grell HD:d8 Level BAB Fort Ref Will Feature 1 2 3 4 5 +0 +1 +2 +3 +3 +2 +3 +3 +3 +3 +0 +2 +0 +3 +1 +3 +1 +4 +1 +4 Eater Sight, Colony Exile, +1 Con Powerful Eater, +1 Str Hunger Growth, +1 Con Might Makes Meal, +1 Str Great Eater, +1 Str, +1 Con

Skills: 4+int modifier per level. A Grell Patriarchs class skills are Concentration,Craft(Any), Diplomacy, Escape Artist, Hide, Intimidate, Knowledge (any), Listen, Move Silently, Search, Spellcraft, Survival Proficiencies: Its own natural weapons. Features: Eater Sight: The Grell patriarch's blindsight range increases by 5 feet per Patriarch level, plus an extra 5 feet for every two other levels. Colony Exile: A Grell aiming to become a patriarch faces the problem the current area patriarch will kill whitout hesitation any possible rivals long before they can grow enough in power to be a threat. Thus an ambitious grell will choose a self-imposed exile. Even if temporary until they grow enough in power, it still teaches them to learn new skills on their own, and even a feral grell will have to master more subtle arts like debate. Choose two Patriarch class skills. You now always count as haxing max ranks in those two skills. If you already had ranks in those skills, you can change them to another skills. Ability Score Increase: The Grell Patriarch gains +1 Con at levels 1, 3, 5 and +1 Str at levels 2, 4, 5, for a total of +3 Str and +3 Con at 5th level. Powerful Eater: Grells respect two things above else, physycal prowess and arcane power. Each patriarch eventually focuses on one of those aspects depending on how it developed. Philosopher Patriarch. (click to show/hide) At 2nd, 3rd, , 4th and 5th levels the Philosopher Patriarch's wizard casting increases by another level. Feral Patriarch (click to show/hide) At 2nd level it can paralyze even creatures normally immune to it, but they gain a +5 bonus on their saves, and it no longer takes penalties for moving at full speed while hiding. At 3rd level it ignores Freedom of Movement effects on its enemies when grappling them, and its tentacles inflict an automatic Dimensional Anchor on grappled enemies as long as the grapple lasts. At 4th level its Bite attack now adds 1,5 Str mod to damage rolls and ignores all DR and miss chances. At 5th level its tentacles become primary attacks, adding full Str mod to damage rolls.

Hunger Growth: At 3rd level the Grell Patriarch grows one size category. A feral now doesn't take size penalties on hide checks, while a philosopher receives an extra +2 bonus on spell penetration rolls and to resist dispel checks on his spells against enemies smaller than itself. Might Makes Meal: Anything powerful enough to devour another creature is entitled to do so. At 4th level, an enemy struck by a Grell Patriarch's bite takes a cumulative -1 penalty to AC and saves for 1 minute. Great Eater: At 5th level the Grell Patriarch stands at the very top of the food chain, even above other grell. It cares little of world domination or the enslavement of other races. Instead, it is primarly interested in ejoying to the fullest the delicacies such other races have to offer and expanding its own species. Choose one of the following abilities Colonizer-This works as the leadership feat, except you can use your Con Score instead only gain followers, not cohorts (no patriarch will admit a rival near its power level), and they must all be grells, which can take either Feral Grell or Philosopher Grell levels but after that only wizard, barbarian or fighter levels. Casualities are replaced every day, but should the Patriarch lose too many such minions too fast, they may revolt against it. This doesn't stack with actual leadership. Devourer-If you're a Philosopher Patriarch, you can now bite and channel a spell with a casting time of a standard action or less into the target of the bite, affecting only them even if the spell had multiple targets. If you're a Feral Patriarch, you can now attack with your bite as an immediate action. Comments (click to show/hide) The top guys of grell society, patriarchs lead by example, noming lesser rivals and still hunting on their own. Some diferent abilities for Feral and Philosopher, and then chooseable capstone because aparently either you're running a colony or you've pissed them off and you're on your own. So if you want to play a floating octopus boss, the Grell Patriarch's for you!

Cloaker

HD: d10 Level BAB Fort Ref Will Feature 1 2 3 4 5 +1 +2 +3 +4 +5 +2 +3 +3 +4 +4 +0 +2 +0 +3 +1 +3 +1 +4 +1 +4 Cloaker body, Mundane disguise, Absorb cloak, +1 Str Moan, +1 Str Growth, +1 Str, +1 Cha Shadow shift, +1 Str Engulf, Extraordinary moan, +1 Str, +1 Cha

Class skills (4+Int): Bluff, Disguise, Escape Artist, Hide, Knowledge (dungeoneering), Listen, Perform, Move Silently, Spot Proficiencies: A cloaker isn't proficient with any armor or weapons, besides its own natural weapons. Features: Cloaker Body: The cloaker loses all other racial bonuses, and gains Aberration traits, a land speed of 10ft and a fly speed of 40ft (average maneuverability). It gains a tail slap (1d4+Str) and a bite (1d3+ /2 Str) as natural weapons. Its natural armor bonus is equal to its Con modifier. A cloaker has no limbs capable of manipulating objects. It may wear up to three rings but no other magic items. Mundane Disguise (Ex): A cloaker can fold itself up so it appears to be a normal robe or cloak, made for a creature of its size or one smaller. An observer must succeed on a Spot check opposed by the cloaker's Disguise check to notice the cloaker is really alive. The cloaker receives a +10 bonus on this check, and may automatically begin grappling any creature attempting to wear it as a free action (including the use of its Engulf special attack, if it has it). Absorb Cloak (Ex): A cloaker can absorb a cloak or robe into its body as a full-round action. If it wishes, the cloaker may change its appearance while using Mundane Disguise to resemble the last
1

item it so absorbed. If the item was magical the cloaker may take in the enchantment of that item, gaining its benefits. A cloaker may "wear" up to eight robes or cloaks at a time in this manner. The cloaker may expel any number of these items from its body as a standard action. If it is slain they materialise inside its body and can be cut out. Ability Score Increase: The cloaker's ability scores increase by the shown amount. Moan (Su): At 2nd level a cloaker can emit dangerous subsonic moans. This is considered a form of bardic music - his cloaker levels stack with bard levels to determine his daily uses and the strength of abilities based on bard level. Cloakers are immune to the moans of other cloakers, but not to other bardic music effects created by them. Unless otherwise specified, moans are [Sonic, Mind-affecting] abilities, and a creature that successfully saves against one of these effects cannot be affected by the same moan effect from the same cloaker for 24 hours. All save DCs for moan effects are Charismabased. A cloaker knows one Moan per 3 ranks of Perform (moan).

Unnerve: All enemies within a 60-foot spread automatically take a -2 penalty on attack and damage rolls for as long as the cloaker continues to moan or until they can no longer hear the moan. Trance: All enemies within a 60-foot spread must succeed on Will saves or be affected by ahypnotism effect as long as the cloaker continues to moan or until they can no longer hear the moan. Fear: All enemies within a 30ft spread must succeed on Will saves or become shaken for 1 round per HD of the cloaker. At 5HD victims instead become frightened on a failed save or shaken for 1 round on a successful one. At 9HD they become panicked on a failed save and shaken on a successful one. Nausea: All enemies in a 30ft cone must succeed on Fortitude saves or be overcome by nausea and weakness. Affected characters become sickened for 1d4+1 rounds. At 5HD victims instead become nauseated. At 9HD they also fall prone, and are sickened even if they succeed on the save. Stupor: A single creature within 30 feet of the cloaker must succeed on a Fortitude save or be affected as though by a hold person spell. At 8HD the cloaker may create a hold monster effect instead.

Growth: At 3rd level the cloaker grows to Large size. Its bite attack retains the reach of a creature one size category smaller. Shadow Shift (Su): At 4th level a cloaker can manipulate shadows. He gains access to the following abilities, usable 1/day per HD: blur, mirror image, silent image. These abilities function only within the area of a shadow and their effects are suppressed if they are moved out of the shadows. At 12HD this restriction is removed. Engulf (Ex): At 5th level a cloaker can try to wrap a creature of one or more size categories smaller in its body as a standard action. The cloaker attempts a grapple that does not provoke an attack of opportunity. If it wins the grapple check, it establishes a hold and bites the engulfed victim with a +4 bonus on its attack roll. It can still use its whiplike tail to strike at other targets. Attacks that hit an engulfing cloaker deal half their damage to the cloaker and half to the trapped victim. Engulfed creatures take a -2 penalty on saving throws against the cloaker's Moan. As a full-round action, an engulfing cloaker may attempt to disarm a cloak worn by the victim; if successful it is immediately absorbed. Extraordinary Moan (Ex): At 5th level, a cloaker's moan becomes an Extraordinary rather than Supernatural Effect.

Comments (click to show/hide) The cloaker's highest ability score is Str, followed by Con. Cha bonuses are there to make certain levels sweeter. Because someone who focuses on manipulation might not want a size increase otherwise. Rather than increase Con, I gave it a higher HD size (d10 rather than d8). The moan's uses per day do not advance by character level like most monster abilities, but can be improved by bard levels. Or you could enter a PrC which has bardic music as a prereq and skip straight to the exotic stuff. The Unnerve moan covered ground similar to two bard abilities, and the secondary effect was too powerful and took too long to use, so I split it into two moans for greater compatibility. In addition, the moans now affect enemies only, since they otherwise interfere with the other members of your party (note the MM cloaker's organisation entry - they don't need that part since the only creatures they ever ally with are other cloakers). Absorb Cloak is based on the tarrasque class's abilities, and combined with the ability to wear three rings it amounts to the same thing as the standard 11 body slots. If you are using some system of magic item attunement where PCs are limited to a lower number of equipped magic items than 11, you should lower the number of cloaks to match. Likewise, in a Pathfinder game a cloaker should be able to absorb 11 cloaks.

Cloaker Lord (prestige class)

Prerequisites: Cloaker level 5 HD: d6 Level BAB Fort Ref Will Feature 1 2 +0 +1 +2 +3 +0 +2 +0 +3 Deep magic, Heart of Darkness, Moan, +1 Str Improved Natural Weaponry, Improved Speed, Spell Resistance, +1 Str, +1 Cha

3 +1 +3 +0 +3 Cloaker Lord, Growth, Master of Shadows, +1 Str, +1 Int 2 Skill points +Int per level. Class skills: Bluff, Disguise, Escape Artist, Hide, Knowledge (arcana), Knowledge (dungeoneering), Listen, Perform, Move Spellcraft, Silently, Spot Deep Magic: A cloaker lord can prepare and cast arcane spells as a Wizard of its class level +2 (stacking with any wizard levels it may gain). A cloaker lord receives Eschew Materials and Shadow Weave Magic as bonus feats, but cannot specialise in a school. Like a bard, its spells always have verbal components. If you do not possess the Forgotten Realms Campaign Setting or Player's Guide to Faern, use the following description for the Shadow Weave Magic feat.

Quote The saving throw DCs of your enchantment, illusion and necromancy spells increase by 1, and you gain a +1 bonus on caster level checks made to overcome spell resistance with such spells. However, your caster level for evocation and transmutation spells is reduced by 1 unless they have the Darkness descriptor. You forever give up the ability to cast spells with the Light descriptor, as if they belonged to the barred school of a specialist wizard.
Heart of Darkness: A cloaker lord develops a new organ within its body which is the source of its improved abilities, the shadow core. The cloaker lord may scribe spells into its shadow core as if it were a spellbook, but at half the normal cost (a shadow core never runs out of "pages". When the cloaker lord is slain its shadow core remains intact for 1d4 days (this period can be extended by thegentle repose spell); in this time a wizard may attempt to copy spells from it as if it were a normal spellbook, though Spellcraft DCs are increased by +4 due to the unusual medium. A cloaker lord whose body is completely destroyed (such as via a disintegrate spell) does not leave behind a shadow core. Moan: The cloaker lord's levels in this class count as cloaker levels for determining the number of times it can use its moans per day. Ability Score Increase: The cloaker lord's ability scores increase by the shown amount. Spell Resistance (Su): At 2nd level a cloaker lord gains Spell Resistance equal to 11 + its HD. It may raise or lower this Spell Resistance as a free action, even if it isn't its turn. Improved Natural Weaponry: At 2nd level the cloaker lord's natural weapons increase in damage by one size, to 1d8 (tail slap) and 1d6 (bite). Improved Speed: At 2nd level a cloaker lord's fly speed increases by +10ft. Cloaker Lord (Ex): At 3rd level a cloaker lord has power over lesser cloakers. Normal cloakers are no longer immune to the moans of a cloaker lord and take a -2 penalty on saving throws against his special attacks. In addition he gains a +4 bonus on Bluff, Diplomacy and Intimidate checks made against them. A cloaker lord Engulfing another cloaker may disarm and absorb a cloak they have absorbed as if they were wearing it normally. Finally, it may absorb cloakers it slays as if it had the Consume Body feat.

Growth: At 3rd level the cloaker lord grows to Huge size. Master of Shadows (Su): At 3rd level a cloaker lord may use darkness as a Supernatural ability at will. At 12 HD it may also use shadow walk 1/day per 4 HD, but must expend two uses if it brings other creatures with it. These abilities, along with those granted by Shadow Shift, have an effective spell level equal to half its HD.

New Feats
Consume Body [Racial] Prerequisites: Cloaker, consume cloak, engulf special attack Benefit: When an opponent you are engulfing dies or is destroyed, you can absorb their body as a free action (providing the body was not destroyed in the process). This grants you 2 temporary hit points per HD of the victim for 1 hour, and prevents any form of resurrection which requires part of the corpse. If they are wearing any cloaks or robes you may absorb these at the same time; other items drop to the ground. Deep Scholar [General] Prerequisites: Spell Mastery, Knowledge (dungeoneering) 3 ranks, must possess a shadow core taken from a cloaker lord. Benefit: You conduct a ritual where you swallow a pilfered shadow core and fuse with your own body. This prevents the core from decaying and allows you to use it as a spellbook with unlimited pages. Like a cloaker lord, you pay half cost to scribe spells into a shadow core. In addition, this bond makes you more like a cloaker lord yourself. You gain a +1 bonus to caster level for all spells with the Darkness descriptor, and a +2 bonus on Bluff, Diplomacy and Intimidate checks made against cloakers other than cloaker lords. Special: A cloaker lord may select this feat if he consumes the shadow core of another cloaker lord, even if he does not meet the prerequisites. The consumed shadow core merges with his own, and the skill bonuses stack with his existing skill bonuses. Favoured Moan [Racial] Prerequisites: Cloaker, moan special attack Benefit: The range of one of your moans is increased by +30ft, and its DC is increased by 1. Special: You may select this feat multiple times. Each time it applies to a different moan. Improved Engulf [Racial] Prerequisites: Cloaker, engulf special attack Benefit: You may engulf creatures of your size category or smaller. In addition, you gain a +2 bonus on damage rolls against engulfed opponents with your bite attack. Normal: You may only engulf a creature if it is at least one size category smaller than you. Shrouded Knight [General] Prerequisites: Mounted Combat, Cha 15 Benefit: When using a cloaker as a mount, you may additionally have it occupy your cloak slot. While doing so the cloaker cannot use its bite attack, but can grant you the benefits of up to two of the cloaks it has absorbed (this suppresses the effects of any existing cloak you are wearing, as normal when equipping two magic items to the same slot). The cloaker may change the cloak enchantments it grants as a move action. The cloaker may also grant you its immunity to the moans of cloakers if it wishes. Special: When using a cloak with transformation powers in this manner (such as a cloak of the bat),

you transform while the cloaker melds into your body; in this state the cloaker sees through your senses and can communicate with you mentally. The cloaker must consent to this process, and can end it at will.

Choker

HD:d8 Level Bab Fort Ref Will Feature 1 2 +0 +0 +2 +0 Choker body, Improved grab, constrict.

+ 1 + 0 + 3 + 0 Quickness, extend, climber

Skills:2+int modifier per level. Class skills (and the key ability for each skills) are Bluff (Cha), Concentration (Con), Craft (Int), Intimidate (Cha), Knowledge (any two, chosen at 1st level) (Int), Listen (Wis), Move Silently (Dex), Profession (Wis), and Spot (Wis). Proficiencies:Its own natural weapons only.

Features: Choker body: A choker loses all other racial bonuses and gains aberration traits (basicaly dark vision 60 feet). The choker is a small sized aberration with base speed 20. It has two tentacle attacks dealing 1d3 damage+str modifier each. It can attack with both tentacles with full attack bonus in a fullround attack. Constrict (Ex):A choker deals 1d3+str points of damage with a successful grapple check against a Large or smaller creature. Because it seizes its victim by the neck, a creature in the chokers grasp cannot speak or cast spells with verbal components. Improved Grab (Ex):To use this ability, a choker must hit a Large or smaller opponent with a tentacle attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can constrict. Chokers receive a +4 racial bonus on grapple checks. Quickness (Su):A choker is capable of suprising bursts of speed by focusing. It can take an extra standard or move action per turn. However, the choker's mind is pushed hard to work at this greater speed, so it can't use this extra action to cast spells or manifest powers. Extend:The choker's tentacles become able to extend themselves, increasing his natural reach by 5 feets. Climber:The choker's tentacles allow him to easily grab into surfaces, giving him a climb speed equal to half his land speed. A chokers has a +8 racial bonus on Climb checks and can always choose to take 10 on Climb checks, even if rushed or threatened. Coments: (click to show/hide) Yes, the choker and his ba-roken quickness ability. Since I have to make the class only 2 levels long as the choker is CR2, I must cut any possible madness from the root and deny the possibility of easily casting several spells per turn every turn. You still get extra reach, two natural weapons and plenty of grapple bonus, altough this monster is probably more suited for skill monkeys in my opinion.

Tsochar

Hit Die: d8 Tsochar Level BAB Fort Ref Will Special

1st 2nd 3rd 4th

+0 +1 +1 +2

+0 +0 +1 +1

+0 +0 +1 +1

+2 +3 +3 +4

Parasitic Body, Alien Mind, +1 Int Improved Grab, +1 Dex Wear Flesh, +1 Int Alien Flesh, Constrict, Poison, +1 Dex

Class Skills: ((6 + Int. Modifier) x 4 at first level) A Tsochars class skills are Climb, Concentration, Bluff, Diplomacy, Escape Artist, Heal, Hide, Intimidate, Knowledge (Arcana), Move Silently, Search, Spellcraft, and Use Magic Device. Proficiencies: Tsochari are proficient only with their own natural weapons. Class Features Parasitic Body: At first level, a Tsochar loses all racial bonuses, traits, and abilities and gains aberration traits (essentially darkvision 60ft.). Tsochari are small aberrations with the shapechanger subtype. They can slither along the ground at a speed of 20ft. and they have a climb speed equal to their land speed. Having a climb speed mean that a Tsochar receives a +8 racial bonus to all climb checks and always take 10 on climb checks even when rushed or threatened. Additionally, Tsochari may use their dexterity modifiers in place of their strength modifiers when making climb checks. At first level, Tsochari have two natural tentacle attacks that deal 1d4+Str damage each and have 10 foot reach. A Tsochar gains an additional tentacle attack for every 2 HD it possesses. These tentacles are equipped with sharp barbs. These tentacles do allow the Tsochari to wield weapons and manipulate objects normally. Tsochari speak their own language and common, and may speak an additional language for every point of their intelligence modifier. Lastly, a Tsochar receives a bonus to its armor class equal to its constitution bonus in the form of a natural armor bonus.

Alien Mind (Ex): A Tsochar can speak telepathically with any creature that has a language within 10ft. The range of this ability increases by an additional 10ft, for every 2 HD the Tsochar gains after the first. If it multiclasses for an arcane/divine class it can count Tsochar levels as levels of that class for purposes of CL and for the purposes of learning new spells and getting new spell slots. So for example, a Tsochar 3 who took 1 level of sorcerer could choose to have CL 4, get 3 2nd level spell slots, 1 1st level spell slot, 1 2nd level spell known and 1 0th level spell known. It wouldn't get the spell knowns and spell slots of a sorcerer 3 however. It would get the familiar ability, but Tsochar levels wouldn't count for it. Ability Increases: A Tsochar receives a permanent increase to its Intelligence score at each odd numbered Tsochar level as well as a permanent increase to its dexterity score at each even numbered Tsochar level. At 4th level, assuming the Tsochar has taken all 4 levels available, the increases total at +2 Intelligence and +2 Dexterity. Improved Grab (Ex): To use this ability, a Tsochar must hit with two tentacle attacks. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and can constrict. Additionally, Tsochari receive a +4 racial bonus on grapple checks and may use their Dex modifier instead of their Str modifier on grapple checks. Wear Flesh (Ex): A Tsochar can bore its way into a helpless living creatures body, slipping its ropy tendrils into the spaces between organs and muscles and disappearing into the victim. The victim must be the same size as the Tsochar or larger, and the process requires 1 minute. The Tsochar can choose to replace or inhabit the victim (see below). Incorporeal creatures and constructs, elementals, oozes, plants, and undead are immune to this ability. A Tsochar can abandon a body it has inhabited or replaced with a full-round action that deals 3d6 points of damage to the host. A Tsochar can be forced to abandon the body by a remove disease or dispel evil spell (the caster must succeed on a caster level check (DC = 10 + the Tsochar's HD + the Tsochar's intelligence modifier) to expel the monster, which deals damage as described above) or a heal or limited wish spell (which automatically succeeds and causes no damage to the host). Inhabit: The Tsochar leaves its victim alive and aware. Any time it cares to, it can inflict indescribable agony on its host as a standard action, dealing up to 1d6 for every 2 HD the Tsochar possesses or as little as 1d6 points of damage and requiring the host to succeed on a Fortitude save (DC = 10 + 1/2 the Tsochar's HD + the Tsochar's intelligence modifier) or be nauseated by the pain for 2d4 rounds. The Tsochar chooses how much damage it deals with this attack. The Tsochar can take no physical actions while inhabiting a host, but it can use purely mental actions (such as communicating with its host by means of its telepathy power and threatening to injure or kill the host unless the host does as the monster wishes). When the host takes damage (other than damage the Tsochar inflicts on it), the inhabiting Tsochar takes half that damage. For example, if the host takes 28 points of cold damage from a cone of cold spell, the Tsochar takes 14 points of cold damage. A Tsochar inhabiting a humanoids body feeds on the creatures blood and tissues, dealing 1d3 points of Constitution damage per day. A successful Fortitude save (DC = 10 + 1/2 the Tsochar's HD + the Tsochar's constitution modifier) reduces this damage by half. Over the course of days, frail humanoids carrying Tsochari sicken and die, although Tsochari are clever enough to direct their hosts to acquire curative magic to keep themselves alive indefinitely, if the situation calls for it. Replace: The Tsochar bores out the victims nervous system, killing the victim. It then animates the body, effectively acting as the nervous system of the dead host. The body remains alive, hosting the Tsochar. This functions like a polymorph spell into the victims exact form, except that the Tsochar can remain in the victims form for up to a year, and it leaves the victims corpse behind when it chooses to end the effect. The Tsochar uses the victims physical ability scores in place of its own, as described by polymorph. The Tsochar can remain in this form indefinitely, but once it abandons the form, it cannot reanimate the body. Tsochari that have replaced a humanoid slowly devour their new shell from the inside out. A replaced body takes 1d4 points of Constitution drain per month, which does not heal naturally and can be restored only by magical means. A successful Fortitude save (DC = 10 + 1/2 the Tsochar's HD + the Tsochar's constitution modifier) reduces this damage by half. Naturally,

Tsochari imposters choose to abandon bodies they have replaced before they become too weak to be serviceable. Additionally, A Tsochar that replaces a spellcaster retains any arcane spells prepared by the dead character, and can cast them as if it had prepared the spells itself. The Tsochar must meet the minimum ability score needed to cast the spell based on the type of caster replaced (Intelligence for a wizard, for example), or else the spell is unavailable to it. If the Tsochar replaces a spontaneous caster such as a sorcerer, it retains the available spell slots of the dead spellcaster, and can use any spells the dead host knew. In either case, the Tsochar cannot regain spells or spell slots it expends from the dead characters spellcasting ability. Alien Flesh (Ex): Despite a Tsochars frail and squishy appearance, their aberrant flesh is actually quite resistant to damage. At 4th level, the Tsochar gains damage reduction equal to half its HD. This DR is penetrated by adamantine. The Tsochar also gains spell resistance equal to its HD + 11 and a resistance to cold damage equal to its HD. Constrict (Ex): A Tsochar deals 2d4+1,5 Str mod points of damage with a successful grapple check. When a Tsochar deals damage by means of its constrict attack, it injects its victim with poison. Poison(Ex):the Tsochar begins to produce a potent poison and may deliver this poison whenever it deals damage with his constrict attack. This poison deals 1d3 Dex damage as its initial and secondary damage. A successful fortitude save (DC = 10 + the Tsochars HD + the Tsochars Constitution Modifier) negates the poison. The damage die increases one size category for every two extra HD from now on. Comments (click to show/hide) The Tsochar gains extra tentacles as it grows, can use Dex modifier for grapple checks, gained pseudo-spellcaster, corrected the poison and made it scale. The Tsochar starts as a tentacled skill monkey, slow but able to climb, and then evolves into a solid grappler. At third level it finally gains it's main ability, to enter other creatures and make them do it's bidding while eating them from inside. 4th level adds DR, SR and poison, always nice stuff to have. If you feel like playing a wearer of flesh, the Tsochar's for you!

Skybleeder

HD:d8 Level BAB Fort Ref Will Feature 1 2 3 4 5 6 7 8 9 10 11 12 +0 +1 +2 +3 +3 +4 +5 +6 +6 +7 +8 +9 +0 +0 +1 +1 +1 +2 +2 +2 +0 +2 +0 +3 +1 +3 +1 +4 +1 +4 +2 +5 +2 +5 +2 +6 Skybleeder Body, No Discernible Anatomy, Unnatural Mist, Flaring Magic, +1 Str Wind Magic, +1 Con Flight, +1 Str Growth, +1 Con Tentacles, Improved Grab, +1 Str Acid Rain, +1 Con Sky Magic, Amusing Torment,+1 Str Growth, Constrict, +1 Con Cloud Magic, Unnatural Flying Object, +1 Str Regeneration, Acid Torrent, +1 Str, +1 Con Flying Unnatural Monster, Slimy Assault, +1 Str, +1 Con Terrible Nightmare, Ideal Monster, +1 Str, +1 Con

+3 +3 +6 +3 +3 +4 +3 +7 +3 +7 +4 +8

4 Skill points+int per level, quadruple at 1st level. Class skills: Concentration, Intimidate, Hide, Listen, Move Silently, Spot, Survival Proficiencies: a Skybleeder isn't proficient with any armor or weapons, besides his own natural

weapons. Features: Skybleeder Body: The Skybleeder loses all other racial bonuses, and gains Aberration traits (basically darkvision 60 feet). It is a medium sized aberration with base speed 40 feet, three natural Claw attacks dealing 1d8+Str mod damage each and immunity to acid. It can speak, but has no limbs capable of fine manipulation. In addition it gains a bonus to its Natural Armor equal to its Con mod. No Discernible Anatomy: The Skybleeder is immune to critical hits and can't be flanked. Unnatural Mist:At will as a swift action, the Skybleeder can surround itself with an unnatural white mist to a radius of 60 feet. This mist grants the Skybleeder a circumstance bonus on Hide checks equal to its HD and Concealment to all inside. The Skybleeder can hide inside its own mist, the mist itself will remain visible. It remains in existence for a number of rounds equal to its Con mod, after which it dissipates and the Skybleeder must wait 2d6 rounds before being able to use it again. Unlike a normal fog, those inside the Unnatural mist find they can see trough it clearly. Strong winds dissipate the Unnatural mist instantly, except for winds created by the Skybleeder itself if he doesn't want to disperse its own mist. Flaring Magic: The Skybleeder can use Flare and Shocking Grasp as SLAs each 2/day per HD. Save DCs are 10+1/2 HD+Con mod. Ability Score Increase: The Skybleeder gains a permanent +1 to Str at levels 1, 3, 5, 7, 9, 10, 11, 12 +1 to Con at levels 2, 4, 6, 8, 10, 12 For a total of +8 Str and +6 Con at 12th level. Wind Magic: At 2nd level the Skybleeder can use Gust of Wind and Wind Wall as SLAs each 1/day per HD. Save DCs are 10+1/2 HD+Con mod. Flight: At 3rd level the Skybleeder can fly at double its base speed with average maneuverability. Acid Drizzle: At 3rd level the Skybleeder develops special glands that can drip acid below it as a standard action, dealing 1d4 acid damage per HD to all directly below it, Fort save DC 10+1/2 HD+ Con mod for half damage. The Skybleeder must wait 1 minute after using this ability before having enough acid to use it again. Growth: at 4th level the Skybleeder grows one size category. At 8th level it grows another. Notice it's a long creature, and that its bigger size means the area affected by Acid Drizzle and similar abilities also increases. Tentacles: At 5th level the Skybleeder's acid glands start growing into long apendages fit for securing food. The Skybleeder gains a tentacle natural attack dealing 1d3+1/2 Str mod damage plus 1d6 acid damage. For every new Skybleeder level, another gland becomes a fully flegeded tentacle, up to 8 tentacles at level 12. Improved Grab:At 5th level if the Skybleeder hits an oponent with a tentacle attack, it deals normal damage plus acid damage and can attempt to start a grapple as a free action whitout provoking an attack of oportunity. At 8HD the Skybleeder ignores Freedom of Movement effects on its targets.

Acid Rain: At 6th level the Skybleeder can make its tentacles weep a slimy red acid. This acid does 1d4 points of acid damage per 3 HD per round to anything and anyone the Skybleeder hovers or flies over. A Reflex save with DC 10+1/2 HD+ Con mod halves this damage. The acid becomes inert right after it deals damage, so a target is only affected for as long as the skybleeder remains overhead. The Skybleeder can stop using this ability or resume it as an immediate action. It can also still use Acid Drizzle as normal. Such is the corrosive nature of this rain that it ignores an amount of acid resistance equal to the Skybleeder's HD. Even other creatures normally immune to acid simply count as having Acid Resistance 20 against this. Sky Magic: At 7th level the Skybleeder can use Call Lighting and Control Winds as SLAs each 1/day per 3 HD. Save DCs are 10+1/2HD+ Con mod. The Call Lighting deals 1d6 electricity damage per HD instead of just 3d6, or 1d10 electricity damage per HD instead of 3d10 in stormy areas as per the spell description. Amusing Torment:At 7th level, as a swift action the Skybleeder can add special chemicals to its acid to further mess up with its victims. As a swift action, for 1 round oponents damaged by Acid Rain must make a Fort save with DC 10+1/2 HD+Con mod (regardless of having suceeded on the reflex save or not) or be sickened for 1d6 rounds. This ability may be used a number of times per day equal to Con mod. If they fail between 5 and 9 they're staggered instead (or sickened if immune to staggered, even if they're immune to sickened). If they fail by 10 or more they're nauseated instead (or staggered if immune to nausea, even if they're immune to staggered). Constrict: At 8th level whenever the Skybleeder makes a sucessful grapple check against an oponent it can deal tentacle damage (plus acid) to the victim. Cloud Magic:At 9th level the Skybleeder can use Cloudkill and Control Weather as a SLA each 1/day per 4 HD. Save DCs are 10+1/2 HD+ Con mod. Creatures that would normally be immune to the cloudkill still take half Con damage on a failed save. For creatures whitout a Con score, it deals Str damage instead. The Skybleeder and its attacks are unnafected by ill effects caused by their own weather. Unnatural Flying Object: At 9th level the Skybleeder can now make its Unnatural Mist last as much time as it wants. It still needs to wait 2d6 rounds if it is dispersed by strong winds. In addition all inside the Unnatural mist gain SR 11+HD against druid and fey spells. Normal and dire animals refuse to enter it under any circumstance. Regeneration: At 10th level the Skybleeder gains regeneration equal to half its HD. Fire and Force effect deal normal damage to it. Acid Torrent: At 10th level, if the Skybleeder's already using Acid Rain, it can further intensify it as a swift action for 1 round, making it cause 1d4 acid damage per HD instead of just 1d4 acid damage per 3 HD. It can use this ability a number of times per day equal to its Con mod. Flying Unnatural Monster: At 11th level the Skybleeder's presence in the sky is enough to unravel mysticisms and beliefs, and the older they are the faster they melt. As a swift action, for 1 round the Skybleeder can produce an area dispel magic on the area affected by its Acid Rain with CL=HD. It gains a +4 bonus to dispel divine spells, which increases to +8 against druid and fey spells. It then needs to wait 1d6 rounds before using this ability again. Slimy Assault: At 11th level as a standard action or at the end of a charge the Skybleeder can envelop all nearby enemies with all its tentacles at the same time. It counts as a single tentacle attack against every oponent whitin reach, but ignores all miss chances (including effects like mirror image), and it can re-roll the attack if it misses the AC. The Skybleeder may also apply this bonus on an Aoo as an immediate action.

Terrible Nightmare: A Skybleeder doesn't always initiate combat to slay or find food. Often, it simply attacks ground-based targets imply for the joy of causing pain and panic, idling in the sky while it rains acid and messes up with the weather, not bothering to dirty its claws and tentacles if it isn't hungry. At 12th level, a number of times per day equal to its Con mod, the Skybleeder can move up to twice its fly speed and use one of its SLAs as a single fullround action at any point during movement. This includes the SLAs that would normally have a casting time bigger than a fullround action. Ideal Monster: At 12th level the Skybleeder who has been chosen as the cohort of a kaorti (or vice versa) has a maximum level of one lower than the rider rather than two.

Comments: (click to show/hide) Ah, the skybleeder. It starts as a cloud high in the sky raining deadly acid and lighting from above and then when you finally get close, it reveals its true form as a mass of eyes, tentacles, claws and some more tentacles driping with slimy fluids, that proceed to envelop and rape you. Where's your god now? I had some good fun making this monster. Some SLAs, scaling acid rain variants, tentacles, growth, grapples, more tentacle goodness. In the end it's quite an unique monster that starts more focused on battlefield control raining acid and changing the weather but doesn't scoff off from a good melee fight. So if you want to play an unholy flying mass of tentacles driping acid, the Skybleeder's for you!