Credits

WARMACHINE Miniature Painters Director of Operations Development Manager

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2
A Mind is a terrible thing to lose
Faction Background
Lurking deep below the earth, the dreaded and inscrutable
beings called cephalyx tirelessly perform diabolical
experiments on their captives within blood-soaked
laboratories. Masters of powerful psychic energies and
advanced surgery, the cephalyx shape both the minds and
bodies of lesser creatures to suit their sinister agenda.
The society of these purely cerebral beings depends on a
steady influx of living prisoners for use as experimental
test subjects and to become heavily modified laborers and
warrior slaves within their vast underground hives. The
need for fresh flesh leads these alien beings to emerge for
raids against the people of the Iron Kingdoms. Innocent
victims are hauled away and soon find themselves
strapped to cold metal operating tables before receiving
the cruel surgical ministrations of their new masters.
Playing Cephalyx
Cephalyx armies have two distinct elements: the Cephalyx
themselves and their mind slaves (the drudges and
monstrosities). With high STR and ARM values, the mind
slaves function as the muscle for the army, while the
Cephalyx function as the armys brain. They act as nodes of
influence and power that radiate outward to their hapless
slaves. The armys duality extends to its operation on the
table as well.
Cephalyx leaders are all about control and manipulation.
Whether its a Mind Bender channeling spells through its
drudges, an Agitator empowering all nearby drudges and
monstrosities to hit harder, or Exulon Thexus telekinetically
moving nearly every model on the table at once to clear charge
lanes, disrupt unit coherency, or redefine the control of scenario
objectives, Cephalyx excel at influence and exploitation.

Once a subjects will has been cut away and the body altered
and augmented through cephalomekthe cephalyxs
hybrid of surgery and engineeringa victim becomes
a wholly enslaved drudge. Some are selected for more
extensive procedures and are transformed into hulking
monstrosities. These enslaved creatures are sent forth by
their masters to help capture their fellow countrymen,
who will endure the same horrifying fate.
The drudges and monstrosities, on the other hand, are the
factions tools. Whereas the Cephalyx deal in subtlety and
dominance, the mind slaves embody raw force and brutality.
They wield their strength in utter deference to their masters,
often suffering damage in their place to keep the Cephalyx
war machine intact.
Enslave lesser creatures to your indomitable will and lay
waste to those who would hinder your plans!

Table of Contents
A Battle of Wills . . . . . . . . . . . . . . . 4
Will to Dominate. . . . . . . . . . . . . . . . 17
Cephalyx Rules
& Theme Force. . . . . . . . . . . . . . . . . . 34
Model Entries. . . . . . . . . . . . . . . . . . . . .36
Painting Guide. . . . . . . . . . . . . . . . . . . 46
Model Gallery. . . . . . . . . . . . . . . . . 50

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First digital edition: August 2014.

Forces of WARMACHINE: Cephalyx. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PIP 1057e

3
 A Battle of Wills
The Foundry of Astroseismology, Below Occupied Llael, 608 AR
The powerful pulsing heart fueling the Foundry of
Astroseismology was buried deep within the soil and rock
of Caen, deeper even than the halls and workshops to
which it fed its energies. It occupied a massive expanded
cylindrical crevice that soared hundreds of feet above the
foundry and plunged thousands of feet below it, into the
very mantle of Caen. The monolithic tower formed a perfect
concentric circle within the wider chamber around it. Pale
blue light shone from various nodes and conduits upon the
structures metallic surface, illuminating the darkness and
pulsing to the rhythmic thrum of machinery.
Exulon Thexus floated alone above a steel platform ringing
the titanic machine the Cyrissists called a nexus generator. The
multiple lenses on the helm encasing his bulbous augmented
brain glowed with their own light as he studied the machine
heart of the Cyrissist facility. Once, this place had frustrated
Thexus, the enigma of its creation and the means by which it
functioned impenetrable even to his prodigious intellect. The
mechanisms of the Convergence had always confounded the
cephalyx, as though fundamentally incompatible with their
understanding of science.
On numerous occasions cephalyx had driven the
Convergence from their machine lairs, seizing their power
generators to use for themselves. They did not know how
such machines operated, but they had learned how to exploit
the flows of energy they produced. Yet every time, the
machines eventually failed and could not be restored. Thexus
hoped to break this cycle, to re-create Convergence power
sources and make them his own. Others of his kind shunned
such knowledge as tainted by Cyrissist methodologies,
but Thexus saw this as ignorance. He intended to give his
hive access to nearly inexhaustible energy, which would
afford them the leverage and strength they needed to attain
unrivaled supremacy. If Thexus achieved this, his dominance
over the other exulons would be assured.
Thexus let his attention return to the battle that raged above
in the foundry complex. Such was his ability that he could
clearly discern the emotionally broadcast surface thoughts
of the enemy. Fear, pain, anger, loss, bravery, sacrifice,
deatheach was a note amid a cacophonous maelstrom,
one he found stimulating rather than overwhelming.
The humans fought to save their fellows from his grasp,
reacting to the survival instinct every living thing knew.
Such creatures were pitiful in their unthinking resistance.
Each believed the illusion of free will, while true autonomy
was impossible for such lesser minds. Though they
would never accept it, they were better off as drudges or
monstrosities within a hive, where their lives could at least
be useful, where the endless possibility in their malleable
4
flesh could be exploited. He could increase muscle mass
and size to incredible proportions through electrical and
alchemical stimulation. He could fortify bone to be as
resilient as steel. He could augment reaction time through
manipulating and rerouting autonomic nervous systems.
He could rapidly grow and expand dermal thickness
and surface area to suit alterations in form while making
skin almost impervious. Finally and most importantly, he
could restructure the brain and give such creatures a better
purposefulfillment through autonomic obedience to the
cephalyx. No more would the anxieties of a weak and only
partially sentient mind trouble them.
Cryxian necrotechs and necrosurgeons had some intimation
of the energy potential of organic structures. Thexus had
watched them within their necrofactoriums beneath the
Thornwood with amusement. Their necromancy was
interesting but flawed. The true power was not within
rotted putrefaction but rather in living tissue, within
the electrical firing of neurons, the endothermic heat of
mitochondrial reactions, and the pumping of blood through
the cardiovascular system as it delivered precious fuel to
the organs. Death robbed flesh of its potential.
Thexus and his subordinates had been here for years,
repurposing the Cyrissist machines for their hive, which
was centered below the Thornwood. The few hundred
humans and their warjacks far above were a mere annoyance
compared to the force Thexus could summon. But there
was something else above, something on the fringes of
his telepathic range that was elusive and yet familiar. It
scratched at the periphery of his awareness.
The mental voice of Overlord Crathos reached him.
<<Request for direct contact, Exulon.>>
Initiating contact with an exulon without permission was a
potentially deadly breach in etiquette for the lower castes.
An offending cephalyx might have his mind instantly
obliterated for failing to show proper deference.
Thexus acknowledged the overlord with the briefest of
thoughts, then lowered his mental barriers to allow the
lesser cephalyx to reach into the outermost folds of his
mind. The two established a stronger information conduit.
Words were highly inefficient for any significant transfer
of information, and Crathos had much to share. Thexus
experienced a flood of the overlords recent memories.
So Lucant returns to reclaim what he lost, Thexus thought. He
now recognized what had been disturbing his telepathic
sensesthe clockwork minds of the Convergence of
Cyriss, led by one he had faced in battle before. They were
here in strength.
Nothing was more
antithetical to the cephalyx
than the Convergence,
yet Thexus had been
forced to scrutinize their
work over many years.
What he had discovered
was disquieting but also
tantalizing. Loathsome
as they might be, their
knowledge had to be
confronted, not avoided,
though he was alone
among the exulons in
believing this. Thexus
pondered for a moment,
listening to the mental
emanations from those
embattled above while
focusing his gaze on the
pulsing lights of the nexus
generator.

Even as a portion of
his mind remained
on those thoughts, he
turned the majority of
his attention to a small
cylinder sitting upon one
of the nearby consoles.
It, too, glowed with its
own light. Years ago that
light had mirrored the
soft blue luminance that
permeated this facility;
now it swirled with an
angry mixture of orange
and red.

The exulon caressed the

essence chamber with
a tendril of his psyche.
<<Your master returns,>> he mentally whispered. A red leave the chamber, thinking it would be unfortunate to lose
glow within the metal housing flared briefly. Thexus the facility now, so close to his goal.
studied the essence chamber and its swirl of colors. <<Yes.
We should greet him exactly as you once welcomed me.>>

Thexus telekinetically flicked switches and turned knobs

across the control console in front of him. In response, the light
within the essence chamber became an orange-red storm. As
Thexus worked, he imparted commands to Crathos.
Thexus finished his work and picked up the essence chamber
with one of his spidery metal prostheses. Intense blue lights
now blazed across the control console. He slowly turned to
Eight Years Earlier (600 AR)
Exulon Thexus drifted silently through the gloom of the
Thornwood hive, threading his way along a labyrinthine
system of tunnels many hundreds of feet beneath the
surface of Caen. In his mind he could see the hives entire
network of passages, a map recalled from long memory

5
 A Battle of Wills
and given vivid detail by his sublime intellect. He moved
quickly, driven by an emotion he had not experienced for
some time: excitement.
Thexus reached a passageway branching off the main tunnel
and followed it until it ended in a small chamber. The prison
cell contained a low table fitted with manacles as well as an
assortment of racks along the walls that held surgical tools
equally adaptable to inflicting pain as to performing other
procedures. They were displayed as much for their unsettling
impact on the subject as for any pragmatic purpose, as
this chamber was utilized primarily for the extraction of
information from mortal minds. Thexus considered such
physical ministrations crude but acknowledged they had
their uses. Scouring lesser minds telepathically frequently
resulted in irreparable damage to them.
A priority subject was currently bound to the table.
Overlord Crathos floated at the head of the table next to a
pair of drudges. The augmented slaves were not equipped
for combat. Instead their arms were fitted with more subtle
instruments: barbed pincers, hooked scalpel-like blades,
and spiked rods designed for agonizing penetration. The
various implements wielded by Crathos himself were
extended and ready over the subject.
Opening the communication conduit, Thexus sent,
<<Crathos, I am here.>>
<<Exulon. The subject is ready.>> Crathos telepathic
greeting carried the appropriate respectful deference.
Thexus floated to the foot of the table, his metal prostheses
moving forward in anticipation around the large oblong
metal encasement surrounding his skull. The bound human
was an adult male with skin as pale as the attending
drudges. He was a member of the Convergence, most of
whom lived a subterranean existence as the cephalyx did.
His body was strong, corded with muscle from years of
labor hauling heavy equipment. That the Convergence
subjugated its members to menial work was but one of their
many loathsome aspects.
The cephalyx had fought the Convergence for centuries;
Thexus and his hive had warred with them many times. Their
clockwork soldiers underwent an aberrant transformation
into machinery, which served to put their minds beyond
ordinary psychic manipulation. Fortunately it was a state
they had to earn. The captive was an optifex, a priest. This
was a high caste among them, but he was a junior member
and had not made the transition to a machine body. Most of
what the cephalyx had learned of the foe came from captives
like this. His living brain awaited their perusal, and Thexus
hungered to add its energies to his own.
Crathos had removed the optifexs helmet, revealing a blunt-
featured face beneath a shaven pate. The machine-priests
6
eyes were fixed on the ceiling, and his mouth moved with
silent words. Thexus extended a slender tendril of his psyche
toward the optifex and encountered a barrier of mathematical
theory repeated like a mantra or a prayer. The loop of dense
formulae served to shield the mans deeper thoughts.
<<A strong will,>> Thexus noted.
<<Yes, Exulon,>> Crathos agreed. <<Shall I begin flesh
mortification? I can weaken his defenses.>>
Thexus felt a surge of irritation that Crathos assumed he
needed to resort to such crude methods. The overlord felt
his displeasure, experienced as a roiling mental storm
across the conduit between them. Crathos shrank back and
offered mental obeisance.
Thexus sent, <<If he will not bend, he shall break. Then I
can seize what I need from the fragments that remain.>>
He could have chosen to send the subjects brain to the
preservers, a caste that could carefully slice and disassemble
a mind to absorb its component pieces, but Thexus disdained
those lowly beings and their slow methods. He preferred to
handle the matter himself.
Thexus reached out again with several sharper and
stronger mental probes. The optifexs mind was strong,
his conditioning with the Convergence impressive, but
he was only human. The first probe was deflected, but
before the barrier recovered, three more daggers of mental
force thrust deeply through the priests outer mind, and
his defenses crumbled. A wave of terror and revulsion
rose within the optifex's mind and he writhed on the
table. With another part of his intellect, Thexus had the
drudges hold the man still. He burrowed deeper, picking
up bits of information about the optifex as he did. The
mans name: Hestus. Unimportant. His position: part of a
minor directive within the Temple of the Prime Harmonic,
recently transferred to a newer priority facility. Intriguing.
Thexus wormed deeper still, and then he heard the man
speak, giving voice to his torment for the first time.
Will not... The voice was a ragged whisper, and the
cords on the mans neck stood out with the strain of trying
to fight off Thexus probing assault. Must not... Louder,
more desperate. He was hiding something, guarding it.
Thexus calmly exerted more pressure, slowly bringing
additional tendrils of his towering intellect to bear against
the inferior mind. He withheld his full psychic strength, as
it would be quite easy to erase the mans mind utterly. A
single stray surge of energy could sever delicate connections
between neurons. The optifex still fought, trying to force
Thexus out and keep something hidden. The attempt was
feeble and did nothing more than damage his own brain.
Thexus could feel blood vessels rupturing, and he quickly
stemmed the bleeding while he simultaneously tapped into
the mans neurochemistry and released endorphins and
dopamine to calm his victim and make him more pliable.

The teachings of the enemy saturated the optifexs thoughts

The assembly of the hives few exulons demonstrated
and memories: the Nine Harmonics that were the sacred
the varied ways such higher cephalyx might augment
principles of his religion, the inner workings of dozens of
themselves. Each of the six exulons had crafted his body
clockwork vessel designs. Thexus found such information
over many decades, enhancing his form with closely
repulsive and misguided. The stamp of the Convergence was
guarded experimental processes. Such techniques could
everywhere within the mans mind, a metaphysical stain
be shared as a means of political currency, but each exulon
that spoiled the pleasure of filtering for new information.
was wary of empowering his rivals. Every leading cephalyx
Yet even this tainted consciousness held sustaining energies,
considered himself a philosopher-surgeon, an artist of
which Thexus gathered to nourish his own mind. The more
cephalomek, and the changes wrought both outwardly and
the optifex struggled, the more energy flowed to Thexus, like
inwardly upon his own body were the pinnacle of such
a draught of refreshing water after a long thirst.
work. Each exulon boasted formidable psychic capabilities,
As he pushed aside the last vestige of the optifexs defenses, tremendous ambition, and a vast intellect.
shattering what little remained of the mans identity,
Although the exulons preferred to spend time overseeing
Thexus finally freed what the human was hiding. It came
their private projects free from the influence of peers,
in a rush of images. The first was a huge machine, a tower
they periodically assembled to resolve issues affecting the
of shining steel plunging deep beneath the earth. He
collective hive. This was particularly necessary for military
already knew the name of part of this machinery; it was
matters, including campaigns to expand the hives territory.
connected to several nexus generators, the power sources
Such efforts required consensus. It was for such a campaign
of Convergence facilities. There was something different
that Thexus had called this assembly.
about this configuration, however. The optifexs memories
suggested tremendous demands for power at this place.
The requirements of this facility necessitated the relaxing <<If he will not bend, he shall
of certain engineering safety thresholds, a fact that excited break. Then I can seize what
Thexus, who had long sought to unlock the key to reverse I need from the fragments
engineering these devices. This facilitys nexus generators
that remain.>>
were vulnerable.

He learned the name of the facility itself: the Foundry

of Astroseismology. The subject did not understand its
primary function, but what information he did possess
flowed from the shattered husk of the optifexs psyche into
Thexus ownnames, locations, strengths and weaknesses
of the fortified complex, and hints that the defensive
measures here were well within the capability of his hive
to overwhelm.
Thexus had what he needed. The optifex lay limp on the
table, his head lolling to one side. His eyes were open,
but they were glazed, unfocused; his brain was no longer
capable of processing stimulus of any kind. Thexus flooded
the mans brain with serotonin, inducing a coma. The exulon
withdrew before the mans life force dwindled entirely.
He pushed his mental voice to broadcast his thoughts to all
the exulons in the chamber. <<We have done much to restore
our hive since the recent crisis, but our resources are still
limited.>> The crisis to which he referred had been a sharp
downturn in the hives strength and power a few decades
ago, one that had nearly destroyed it. <<The alliance with
Cryx has reinvigorated our military assets, but it will be
years before that investment will provide proper dividends.
Not until the surface dwellers erupt into open war. We must
stand ready for the influx of captives anticipated at that time
by creating automated drudge manufacturing. This requires
power. I have discovered a vulnerable Convergence complex
possessing more than enough power output to support
expanded production capabilities.>>

He sent to the overlord, <<Prepare this one as a labor
drudge. All higher capacity is gone.>> In this condition, the
subject would be useless for most experiments.
<<Exulon, may I ask what you found?>> Crathos asked.
It was an impertinence, one Thexus might have used as
an excuse to slay or punish the overlord. But he found
himself in a forgiving mood. Instead, he deigned to reply,
<<Opportunity.>>
Thexus selectively revealed the knowledge he had gained.
The initial images were memories he had excised from the
captured optifex. He allowed his fellow exulons to review
the information from his mind, while at the same time
using the mental connection with them to subtly probe
their thoughts. He could feel the other exulons doing the
same to him and the others. A multitude of subtle mental
tendrils knotted and extended between them, probing and
tangling in an unspoken skirmish war of mental influence,

7
 A Battle of Wills
which was customary for these gatherings. Few among the
other exulons could match Thexus mental strength and
precision, and it caused him little strain to avert their probes
while sending out his own.
Exulon Pyrexus was the first to be heard. <<The facility you
have shown is impressive. But any attempt to claim it now
would be foolish. It is too large, the Cyrissists too strongly
fortified. The risks are too great. You would expend more
than you would gain. I reject this proposal outright.>>
Thexus felt agreement from the other exulons, threatening
an immediate shift toward consensus against him. In the
aggregate the others could overpower him, but as yet they
lacked shared conviction. He chose to display his strength.
Using the small footholds he had made while probing the
others minds, he weakened their defenses so his telepathic
voice could drown out theirs. <<We must take risks if we
are to reclaim and exceed what we once were. It is utterly
false that we would expend more than we would gain. This
facility could increase our military strength tenfold.>>
Designed to melt steel, the
torchs flame reduced the
drudges exposed skin to ash,
revealing white bone beneath.
Exulon Taciron came next. <<It was taking similar risks
that brought the hive to ruin. You overreach. Measured
progress is best.>> This was met with more agreement,
a tightening and strengthening net of mental tendrils
reinforcing one another.
Thexus could sense the pleasure the others took at the
chance to undermine him. He was losing the debate, but
this was not a surprise. He had anticipated that the exulons
who typically supported him would vote against him in this
matter. To them it was a logical way to reign in his growing
influence after his work to spearhead the alliance with Cryx
had proven so beneficial to the hive.
<<I see no reason to prolong this debate,>> said Exulon
Graximor. Thexus could taste the overconfidence in his
longtime rivals thought.
<<I offer a concession,>> Thexus replied, savoring
Graximors surprise at the statement. The prospect of his
sudden retreat caused ripples and gaps throughout the
closing mental net as others reevaluated. Consensus was
forestalled. <<I wish to alter my proposal. Allow me to
attempt to capture this facility using only forces drawn
from my projects. The quantity of battle-ready drudges
and monstrosities at my disposal has expanded thanks to
8
the Cryxian alliance. Let me expend that strength for the
advancement of the hive.>>
Thexus waited and monitored the ripples his proposal
caused within the assembly. Two of his less-astute rivals
immediately reversed themselves, seeing his proposal
as a way to weaken him. Reminding the assembly of his
current strength had been calculated to elicit this response.
The shrewder exulons, however, were wary. They saw
the calculated gamble for what it was. Thexus knew they
were trying to determine his broader gambit. Despite their
hesitation, a new rapidly interweaving structure of mental
accord was falling into place. The other exulons continued
to debate in rapid exchanges of thought, but Thexus already
knew the outcome: consensus, with his thoughts dominant.
Those exulons Thexus considered true rivals betrayed their
unease. He felt particular satisfaction at their suspicion he
had outmaneuvered them, though they could not see how.
He almost regretted that they could not apprehend the full
extent of his plans.
He would take the Cyrissist complex alone, and its spoils and
eventual production would be his to allocate. His plan was
dangerous, but nothing of worth was gained without risk.
Thexus watched with anticipation as his drudges continued
to tunnel into the bedrock. The whine of drills biting into
stone and the rhythmic thud of hammers filled his ears.
There was no light within the tunnel, but the drudges were
designed to work in the darkness of the hive and had no need
of illumination. Thexus eyes could not see in the dark, but
he was accustomed to seeing the world around him through
the minds of his many slaves, including his monstrosities,
each of which boasted sensory enhancements.
They had been able to get close to their target position
thanks to tunnels bored into this region a century ago as part
of the hives gradual expansion before their fortunes had
fallen. Above them on the surface world were mountains
that occupied the northern portion of a human kingdom
called Llael. His hive had already done population surveys
of the nearby region in preparation for future raids. It had
been during this reconnaissance they had stumbled upon a
relatively new Convergence facility.
Drudges equipped with the proper tools had been tunneling
for weeks, working tirelessly within the hot, lightless
confines of the earth. Thexus had mapped out a trajectory
that would intersect with a section of the Convergence
facility currently under development. The unfinished zone
represented a vulnerability he intended to exploit. With no
automated defenses or warning systems, the area would
be perfect for staging his invading force. Once established, increased glycolysis utilizing xyreuan reservoir. Increase in
Thexus subordinates could overwhelm the sentries before performance over forty-five percent.
the Convergence could organize a proper defense. It was
Thexus carefully analyzed each organic and cephalomek
this knowledge that had convinced him victory was possible
system. He made slight adjustments through various
without the aid of the entire hive, whose numbers he would
customized pathways installed in each monstrosity,
otherwise have required.
ensuring peak performance.
Not for the first time since leaving the exulon assembly,
With one final blow the monstrosities smashed through
Thexus enjoyed the anticipation of the gamble he had made
the last earthen barrier and into the Convergence
in coming here. There was risk. Even if he was victorious
complex beyond. Thexus subordinate cephalyx pushed
in the short run, he could still face eventual defeat. Were
their drudges forward as one. They surged around the
he to lose too many resources, his position and influence
monstrosities, who stepped back to allow their smaller
among the assembly could be dangerously compromised. A
counterparts into the facility. Thexus heard the whir
remote facility like this would be manned almost entirely by
of drudge weaponry and mechanical shouts of alarm
clockwork soldiers and priests, with few living members.
ahead. Over these voices came the booming sounds of the
For the work he intended to do to convert this facility to
Cyrissists own tunneling equipment.
his use he needed a large supply of able drudges. He had
to rely on Cryx to provide these, lest he be forced to beg for Thexus watched through his connection with his
support from the other exulons, giving them access to his monstrosities. There were a number of clockwork vessels
hard-won reward. It was a precarious balance. within the room, most of them bearing little resemblance
to humans. Instead these vessels were designed for
Entire sections of his divided intellect were devoted to
subterranean construction work. The majority were large,
the planning of these future tasks, including calculating
squat, multi-legged entities that boasted an array of
odds, contingencies, and possibleif unlikelyscenarios.
demolition and construction tools upon multi-functional,
Other sections of his mind were occupied with cephalomek
geared arm arrays. Other clockwork beings were moving
projects still underway, which he had left in the hands of
debris at the behest of the engineers. Thexus recognized
capable subordinates but which he feared his rivals might
their frames from previous engagements with the
interfere with during his absence. There had been little
Convergence; they possessed the same warrior bodies as
else to occupy him over the many days of tunneling. That
the ones employed by combat units such as reciprocators
would soon end; the drudges were just minutes away from
and eradicators, but these were not presently armed for
breaching the outer walls of the Convergence complex.
combat. This matched the information he had wrested
He had the drudges at the front make way for a pair of from the optifex.
warden monstrosities, which brought their own strength
Even considering the drudges artificially enhanced skeletal
to bear on the wall. When his force broke through into
frames and musculature, the Convergence constructs
the facility, the monstrosities would be in place to quickly
towered over them, but the enemy was unprepared and
neutralize any Convergence workers. An early alarm would
significantly outnumbered. Thexus kept his monstrosities
be catastrophic.
in reserve, unwilling to risk damage to them with the real
Thexus thoughts flowed into the monstrosities brains conflict yet to come.
to activate adrenal glands and manipulate aggression
Thexus watched as several drudges engaged one of
responses. Through this connection Thexus felt thick
the engineers. Though the engineer lacked true combat
strands of artificially grown muscle flexing and straining
weapons, the construction tools upon its limbs were quite
and the heady rush of blood pumping through enhanced
capable of inflicting harm. It brought down a welding
vascular systems.
torch and swept a blue-white spear of flame at an incoming
As information flowed back through his link with the drudge. Designed to melt steel, the torchs flame reduced the
monstrosities, Thexus analyzed the data. drudges exposed skin to ash, revealing white bone beneath,
while the skin farther away bubbled and sloughed off.
Pulse 190. Increase levels of norepinephrine utilizing tyrosine
module. Lactic acid buildup significant. Reduction in performance The drudge was incapable of thoughts of self-preservation,
predicted as high as thirty percent. Increase vascular flow to and neural implants and synapse blockers rendered it
anterior and posterior arm and shoulder compartments. Release immune to pain. At its cephalyxs bidding, it pushed
additional stores of sarcolemma proteins to speed lactic acid forward, its right clamp closing upon the strut attaching
removal. Use Jihaxian bypass conduits to speed transit of blood the torch to the engineers multi-tool arm. Eliciting a
to heart for oxidization. Increase flow of epinephrine to promote squeal of protesting metal, the drudge bent the strut back

9
 A Battle of Wills
to point harmlessly at the ceiling. With its other clamp,
the drudge gripped one of the engineers crab-like legs,
mangling an exposed gear joint. Other drudges swarmed
over the larger engineer, drills, saws, and blades tearing
through its chromed steel and into the delicate clockwork
mechanisms beneath.
The scene was similar across the unfinished chamber, with
drudges dismantling the clockwork vessels with brutal
efficiency. The engineering vessels put up considerable
resistance, but they had been caught off guard and their
forms were not optimized for combat. Within minutes, only
piles of torn steel and smashed servos remained of them.
Thexus sent a mental command for his subordinates to
destroy the Cyrissists essence chambers, which served as
their seats of reason. The manner in which the Convergence
inhabited their clockwork vessels left their psyches as sterile
and unfathomable as their loathsome metal bodies. Because
he could not touch or feed upon their minds, he took little
pleasure in their eradication, necessary as it was.
With the chamber secured, Thexus moved into the
Convergence foundry. His wardens remained in front, ready
to shield their master from retaliation. Behind him came the
footfalls of more monstrosities, the rhythmic thumping of
their heavy tread amplified by the acoustics of the tunnel.
He also heard the harsh sound of steel scraping against
stone: the wreckers dragging their massive chain weapons
behind them. Though Thexus preferred the carnage the
wreckers could inflict, he had brought only two, knowing
they would likely have insufficient room to swing their
devastating weapons in the complexs halls. He relied more
on the four subduers marching behind; their net launchers
gave him considerable tactical flexibility.
The exulon set his army to their tasks. He had mapped out
several key objectives for his forces based on the layout he had
discerned in the dying mind of the optifex. Thexus paused
and watched his forces pour into the pale blue corridors
beyond the breach. He extended his consciousness, seeking
others. He could sense them, even those trapped within their
metal shells, but the facility had that familiar wrongness that
pervaded the Convergence. The emanations here were stale
and unsavory. There were some few living minds, but even
they seemed diminished, as their indoctrination created
rigid and sterile mental patterns.
As he sifted through the echoes of awareness above, a
unique note piqued his curiosity. He sensed something no
less stale and dead but strangely powerful. It reminded him
of encountering Lich Lord Asphyxious, whose formidable
intellect was trapped in bone and blackened iron. The entity
he sensed now flared brightly, suggesting thoughts with
individuality and complexity beyond all others within the
facility. He focused on this, intrigued. The mental energy
10
was comprised of an infinitude of interlocking geometrical
patterns whose motions were strangely hypnotic.
He felt the strange consciousness become aware of him and
he recoiled. A lesser intellect might have failed to conceal
itself in that moment of vulnerability, but Thexus instantly
brought up his mental barriers and obfuscated his presence.
He sensed the anomalous consciousness sweep through the
complex.
It searches for me, Thexus thought. Interesting.
The once-spotless chromed steel walls in the halls of the
Foundry of Astroseismology were stained with sprays of
arterial crimson and greasy brown hydraulic fluid. Drudge
corpsesbronze helmets smashed, bodies sliced open,
bones splinteredwere a contrast to the crumpled steel
and shattered gears of their clockwork foes. The whine of
saw blades and combat drills screeched through the halls,
answered by the rhythmic click of machine gears and the
buzzing of voltaic generators.
Cephalyx agitators focused their psyches to activate neural
implants in nearby drudges and monstrosities. Their
invisible touch within the sympathetic nervous systems and
amygdalae of their subjects released a rush of hormones
that pushed them far beyond their ordinary capabilities.
In addition, the agitators touch opened the morpherus
gland, a cephalomek enhancement that dampened certain
neural pathways to make the drudges even more receptive
to fine-tuned mind slaver control. Each endured a sudden,
explosive adrenal release, creating a surge in muscular
power that vastly augmented its fighting abilities.
Whipped into momentary frenzy, the drudges rushed
the gleaming ranks of obstructors seeking to block their
progress further into the facility. The riled drudges tore into
the Convergence soldiers wall of mechanikally interlocked
shields, using their own bulk and cephalomek weaponry
to smash through the shields and the clockwork vessels
behind them. The heavy heads of teleflails whistled over
the broken shield wall to strike with bone-cracking thumps.
Despite the trauma, few drudges fell, their surgically
enhanced bodies absorbing blows that would be fatal to less
well-designed beings.
As the line of obstructors disintegrated, a chattering like
that of a swarm of mechanikal insects filled the hall, and
a glittering silver cloud obscured the melee. Thousands of
intricately constructed steel clockwork mechanisms barely
larger than houseflies descended upon the drudges. Each
tiny construct was armed with a set of razor-sharp spring
blades that chewed inexorably through anything in its path.
One such mechanism would pose little danger, but the
swarm of buzzing clockwork weapons reduced drudges to
strips of bloody meat clinging to gnawed bone.
Thexus commanded one of his wreckers forward, feeling
rising irritation at the Convergence resistance. Despite
the monstrosities size, the wide hallway was easily able
to fit two of the hulking organic constructs shoulder-
to-shoulder. Unfortunately, the size of the hallway also
meant the Convergence was able to bring more of their
numbers to bear.
Wanting to keep the enemy off-balance, Thexus summoned
a blast of dark psychic energy, using the rapidly advancing
wrecker as a conduit. The mental conjuration seared the
monstrosity, scoring its pale skin with black lines, before
shooting a ball of crackling ebon force at the reductors, who
were reloading their swarm projectors. The rending psychic
power impacted them with a boom like thunder and rapidly
expanded, ripping apart multiple reductors.
Before the remaining Convergence soldiers could recover,
the wrecker was upon them, its giant flails whirring through
the air and landing with staggering force. Clockwork
vessels not crushed beneath its blows were sent flying.
Their chromed bodies crashed into the walls of the complex
hard enough to buckle the steel plating before exploding in
a spray of gears and servos.
Pulse 210. Muscle fatigue minimum. Lactic acid buildup within
standard parameters. Norepinephrine and epinephrine levels at
peak. Physical trauma superficial. Thexus took a moment to
search the wreckers mind for its creators imprint. Lexulus.
Admirable work.
The exulon signaled for his forces to press the advantage
now that the wrecker had broken the Convergence line. He
could sense the approach of further Cyrissist reinforcements.
Taking advantage of the pause, Thexus extended his psyche
to contact his subordinate overlords who were overseeing
fighting elsewhere in the complex. The size of the facility
strained even his considerable telepathic reach.
Overlords Gravita and Hiraximor were making excellent
progress, and images of their successes flashed through
Thexus awareness. Overlord Moximortir, however, was
clearly waging a losing battle. Thexus focused on his
connection with the beleaguered overlord to get a better
sense of the tactical situation.
Images of the Convergence fighting machines called vectors
appeared. A tall, intricately designed clockwork vessel with
spider-like legs stood beside the larger vectors, directing
their implacable assault. Thexus saw the projected thoughts
of this being manifest as intricate geometrical shapes
similar to those he had sensed upon entering the complex.
This was the powerful leader whose mind had first caught
his attention. Thexus felt a surge of curiosity. At nearly the
same moment, Thexus felt the Convergence warcasters
reciprocal awareness of him. They shared a brief moment of
indirect mental contact.
Pouring his energy into the connection, Thexus forced a
single focused thought at the Convergence warcaster, an
image of the cephalyx assault forces combined with a
single message.
<<I am coming.>>
To Thexus surprise he felt a white-hot flare of indignation
from the Convergence warcaster, a burst of pure emotion
such as he rarely felt within the clockwork ranks, clear
even across the distance that separated them. He watched
through Overlord Moximortirs eyes as the warcaster
charged alongside two vectors he recognized as Ciphers.
Their piston spikes punched through the drudges
protecting Moximortir in explosions of crimson gore and
viscera. Capitalizing on the opening, the warcaster pushed
past the remaining drudges, ignoring the blows flickering
off his power field. Thexus heard Moximortirs desperate
mental command for his drudges to stop the advancing
warcaster. Moximortir pushed forward his mechanikal
prostheses in an attempt to shield himself, and with a
single sweep of his staff the Convergence leader shattered
them. The impact did not slow the fatal blow, and before
the mental connection with Moximortir faded to nothing,
Thexus heard the warcasters mechanical audio vox reply.
No. I am coming for you.
Their piston spikes punched
through the drudges
protecting Moximortir in
explosions of crimson gore.
Thexus remained motionless for several moments, lost in
contemplation over the last mental notes he had pulled
from Moximortir before the overlords destruction. The
thoughts had carried an identityLucant. He considered
the name as he planned his next move. This Cyrissist was
intriguing, his mental aspect much more vibrant than any
clockwork being he had faced beforeand so much more
vigorous when incited.
The exulon looked at the corpse-littered hallway and
saw a pulsing essence chamber in the wreckage of a
clockwork soldiers metal form. The Mask of Cyriss that
marked the chamber had been rent and twisted, and only
half the goddess face remained. Thexus reached out to
the consciousness inside the chamber. He could feel the
soldiers surface thoughts, but the deeper mind was dead
11
 A Battle of Wills
to his touch. There were no neural pathways to grasp, no
tingle of electrical current as synapses fired with living
thought. No invigorating pump of blood, no sympathetic
nervous system to manipulate. The Cyrissists soul was little
more than a collection of preserved memories, a trapped
echo. Thexus race had mastered the domination of life over
millennia. Flesh was theirs to control and shape as they saw
fit in pursuit of their ultimate goal, the transcendence of the
mind. What the Convergence of Cyriss offered was a false
mirror of that goal, a form of undeath, little different from
the necromechanika of Cryx.
Thexus savored the human
flavor of the Cyrissists
righteous indignation.
Thexus turned his vast cognitive strength upon the essence
chamber, exploring it with his most powerful probes. He
could discern nothing useful, only meaningless flows
of turbulent energy, and the realization only fueled his
disgust. The pale blue glow intensified as he focused his
will into the chamber. He heard a disembodied scream, and
the blue glow became a blinding bright white. The essence
chamber began to sizzle, and then glass shattered as the
housing came apart, unable to contain the immense psychic
power poured into it.
Such loathsome beings. Thexus turned his attention away
from the shattered essence chamber. He thought back to the
flash of emotion he had felt from the warcaster Lucant. But
perhaps some of them are worthy of study.
Lucant had wasted no time in hunting him down. Thexus
saw that the Convergence warcaster had pulled every
available warrior to his side to confront him, a calculated
gamble. He must know that cephalyx forces were spread
around the foundry as Thexus attempted to rapidly secure
it and empty it of its original owners. Glittering ranks of
chromed steel glinted in the cold blue light that illuminated
the facility. Thexus noted with some interest that the
majority of the clockwork vessels standing with Lucant
were of the heavier reciprocator class. In addition to those
Convergence soldiers armed with protean halberds and
hefty interlocking shields, several units of eradicators and
perforators marched in perfect step toward the cephalyx
forces. The distinct sound emitted by the power generators
of Convergence vectors also mingled with the sounds
of Lucants soldiers. A pair of Ciphers flanked a single
12
Inverter, while a half-dozen lighter three-legged vectors
moved behind their larger counterparts.
This was to be Lucants last stand. Thexus felt keen
anticipation as he observed the more numerous Convergence
forces approach. While Thexus battlegroup boasted all eight
of his hulking monstrosities, aside from those he had only a
handful of drudge units controlled by their cephalyx masters.
This confrontation would decide the fate of this facilityand
very likely the fates of the two opposing leaders.
Lucant raised his staff, which had so recently obliterated
Overlord Moximortir, and the glowing orb at its head
flashed three times in rapid succession. The front line
of heavy Convergence infantry broke into a charge, the
perforators arm-mounted javelin throwers firing at the
cephalyx line. Thexus focused on the incoming projectiles,
creating a barrier field of rippling force that slowed their
deadly trajectories as if the air had become a thick fluid.
The multiple thumps of a Ciphers hull-mounted cannons
sounded, but Thexus telekinetic emanations dulled the
force of the blasts.
He watched impassively as Mind Bender Utoxian urged
his drudges toward the overwhelming Convergence force.
Before the Cyrissist troopers closed the distance, steel
iris apertures on three of the drudges helms opened and
released bolts of invigoration. The bolts struck the front rank
of drudges, accelerating their adrenal functions and motor
neuron responses. They raced forward to meet the heavy
clockwork soldiers. Utilizing their temporarily augmented
physiology, the drudges delivered crushing blows against
the metallic frames of the Convergence soldiers, buckling
steel plating and obliterating the delicate servos beneath.
Two of the forward perforators fell, sparks spitting from
their crushed vessels, and the rest moved in to avenge their
fallen comrades.
Mind Bender Utoxian fell back and overloaded the metabolic
systems of the remaining drudges, causing them to explode
as the destructive psychic energies consumed them.
Though the individual blasts lacked the force necessary to
take down the heavily armored clockwork soldiers, several
combined to obliterate the nearest one. The destruction of
these few perforators was a small loss to Lucant, and it had
come at the cost of one of the exulons precious few units.
The Convergence forces pushed forward upon Thexus line
with increased speed, perhaps eager to take retribution
against the cephalyx and purge them from the complex.
Lucant leveled his staff and arcane fire flared from his
ocular lenses, mirrored in the optical arrays of his vectors.
Thexus sensed the regular transfer of power arcing from
one vector to the next, amplifying the performance of the
whole battlegroup. He called for his troops to give ground
before the onrushing Convergence forces. Lucant moved
steadily behind his small army, a contingent of guarding
reciprocators clustered around his clockwork form.
Thexus did not want Lucant to believe he was in full
retreat; instead, he urged a measured withdrawal, luring
the Convergence forces forward. He continued to spend the
lives of his drudges, but each assault was only a shallow
cut to his enemy in exchange for a more telling blow in
return. His constant harrying kept the Convergence on the
attack, each minor triumph focusing their attention on their
impending victory.
Finally, Thexus force fell back into a large chamber that
was a central hub for the facility. Overlord Hiraximor
had directed him here when Thexus had conceived of his
plan to confront Lucant. Though most of his attention was
focused on the battle, the exulon allowed a portion of his
easily divided mind to appreciate and examine the colossal
machinery at the center of the chamber. The machine was
a towering chromed-steel cylindrical construct. Softly
glowing conduits crisscrossed its surface and terminated
at larger glowing nodes before branching off once more
to reach from the ground to the impressively high ceiling.
Upon closer inspection, Thexus realized the cylinder was
not one solid piece but comprised several sections, each
independently rotating to bring new conduit pathways
in line upon the machines surface. He sensed immense
conversions of energy from one state to another radiating
through it. His hive would harness that power once this
facility was his.
Thexus mentally commanded his forces to halt their retreat
once the Cyrissists entered the chamber. Unable to resist,
he reached out. Though he could not penetrate Lucants
metal-encased mind, the warcaster was projecting his
surface thoughts clearly. The geometrical patterns of
his mental energy had become jagged and full of acute
angles. Thexus savored the human flavor of the Cyrissists
righteous indignation.
<<I will wipe your stain from this world and the Maidens
sight.>>
<<You may have abandoned the flesh, but your strings
are always mine to pull,>> Thexus replied. The minds of
ordinary mortals flinched from his telepathic voice as it
overloaded their nervous systems and burned their tissues,
but he sensed no such discomfort from Lucant.
A shout went up from the Convergence line as they became
aware of hundreds of drudges pouring in from the various
passageways that flanked the chamber. Thexus had kept
these forces in reserve before their initial ingress into the
Convergence facility.
The first part of his trap sprung, Thexus prepared to close
it completely. Pulsing purple energy swirled about him
as he drew upon the full store of his psychic potential.
Tendrils of pure manifest will shot forth and wound around
the Convergence troops, their ambient light giving an
otherworldly hue to the steel vessels. Thexus moved his
enemies as he desired, scattering their perfect formations,
sending their lines into chaos, andmost importantly
separating Lucant from his forces.
As one, the cephalyx forces charged, flashes of mind bender
augmentations rippling through the ranks of the ambushing
drudges. Thexus directed his monstrosities to attack,
driving them like a wedge between Lucant and his troops.
The exulon commanded one of his wardens to engage an
Inverter whose meteor hammer was pulping drudges with
each blow. As the warden brought its heavy clamps up to
strike, the vector spun around and its macropummeler shot
forward with the loud ratcheting noise of a tightly wound
gear being released. The warden was hit squarely in the
chest and driven to the ground. Thexus observed the impact
with particular fascination.
Extensive trauma to the thoracic region. Ribs shattered, left lung
punctured, right lung burst. Severe internal bleeding. Corixian
conduits destroyed, artificial adrenal reservoirs burst. Heartbeat
erratic. Initiate endorphin flood to override tissue shock. Release
adrenaline boosters. Combat efficiency restored by fifty percent.
High likelihood of specimen death. Specimen expendable.
Exposed, the Inverter had no defense against the wreckers
retaliatory onslaught. The monstrosity stepped over
the crushed and bleeding form of its counterpart and
hammered blow after blow into the Convergence machine.
The repeated impacts stove in the vectors armor plating
and sent sparks, shattered clockwork components, and
machine oil flying in all directions. In moments, the Inverter
was a pile of scrap.
Thexus sent a mental order, and his subduers fired their net
launchers into the ranks of clockwork soldiers. The heavy
weighted nets knocked the clustered Convergence soldiers
to the ground, making them easy prey for the onrushing
drudges. The augmented slaves, spurred on by the abilities
of the mind benders and agitators, ripped apart their
helpless foes.
The exulon turned his attention back to Lucant, who was
now surrounded by several drudges that struck at him
with blades, saws, and drills. It was simply a matter of
time before Thexus held the warcasters essence chamber.
He would discover if this Cyrissists essence was indeed
different from the others. He felt certain there had to be a
way to extract information from this foe.
After emitting so much psychic energy Thexus was filled
with a desire to consume the minds of his enemies, yet he
was stymied by their machine state. His abyssal hunger was
almost enough to compel him to reach out to his remaining
13
 A Battle of Wills
cephalyx and rend their minds instead. With a start, Thexus
noticed he had drifted closer to the warcaster in anticipation.
He realized his mistake too late.
Circles of blue runes connected by crackling electricity
surrounded Lucant and then expanded to engulf the rest
of his forces. Thexus watched as blows from drudges and
monstrosities were deflected by the arcane protections
Lucant had set in place. A pair of warded Galvanizers
broke away from the swirling melee and rushed to aid
the warcaster, their circular saws easily slashing through
drudge limbs, necks, and torsos. Lucant charged toward
Thexus through the opening his Galvanizers created, his
battle staff glowing with a crackling blue nimbus. Dread
gripped Thexus at the sudden turn of events, and he
realized he had let his hubris expose him to this wild gambit
from his enemy. He was confronted by the stark reality of
his own mortality.
Other portions of his mind were actively analyzing and
evaluating possibilities. Thexus summoned all his will
and poured it into his telekinetic defenses. Lucant reached
him an instant later. The Cyrissists energy-charged
weapon struck Thexus psychic barrier with a tremendous
explosion of force. The exulon was distantly aware of dull,
throbbing pain as the kinetic feedback from the staff lanced
through his neural networks. The notion of a physical
14
blow impacting the outer casing of his cranial protections
sickened him, but he reminded himself that any such
damage could be regenerated if he survived. He continued
to put everything into his defenses. Lucant struck again,
resulting in another concussive burst of opposing energies
that wreaked additional trauma to delicate tissues buried
beneath armor. Thexus calculated the odds and decided
he must take a desperate risk. He drained his reserves,
dropping his defenses to deliver a telekinetic blow that
pushed Lucant away before the Convergence warcaster
could make the fatal thrust.
Thexus felt the crackle of energy and the hiss of wind
as Lucants strike missed by mere inches. Seizing the
advantage, he fled from the warcaster while commanding
the nearest monstrosity, a wrecker, to intercept the Cyrissist.
Lucants eyes blazed at Thexus as he retreated, and again
the Convergence leader's form was surrounded by the
changing patterns of his thoughts and emotions.
Thexus could sense Lucants desire to press the attack and
finish his hated foe even though doing so would end him.
Survival instincts won out. With a final lingering glare,
Lucant withdrew, directing his remaining forces into the
path of the onrushing monstrosity.

<<The battle here has largely broken the Cyrissists
resistance, Exulon,>> Hiraximor communicated. <<Your
strategy of keeping the bulk of our forces hidden was
masterful and perfectly executed.>>
Thexus did not respond to the overlords self-serving
praise. Though victory was indeed his, he had yet to shake
the thought of how close he had come to death. He had
eliminated the pain, but he could still sense the damage
he had endured, and he knew his mind was presently
imperfect, damaged. It troubled him, and he was eager to
restore himself.
Hiraximor continued his report. <<There remains one zone
of resistance. Holdouts fight on within the lowest chamber.
They will soon be overcome.>>
Thexus had no real interest in this news. It was inevitable
in operations like this that some pockets of contention
endured. He was about to assign the matter to Hiraximors
capable oversight when a strong vibration reverberated
through the room, its epicenter the chromed steel tower that
dominated the chamber.
The vast machine began to emit a loud whine. The softly
glowing blue nodes and intricate conduits about it began to
shine with brighter intensity. Another tremor shook the earth,
followed by the sound of grinding gears. The tower began to
tremble, and several concave steel panels about three-quarters
of the way up spread open. With another deafening whine,
the extended steel panels began to rotate around the tower,
each moving up and down in some complex sequence. The
glow of the machine deepened. Just as it reached a blinding
intensity, a final supercharged pulse bathed the entire area in
a blast of white light before quickly fading.
Thexus waited and watched; the machine continued to
function. Suddenly, the entire chamber was rocked by an
earth-wrenching tremor. The whine of energy accumulation
from the tower began to build again. Thexus immediately
deduced what was occurring.
<<The foe would see this facility destroyed to keep it from
us,>> he sent to Hiraximor. <<Take me to this chamber
below. Now.>>
Hiraximor bowed slightly in assent, then led Thexus and
his remaining monstrosities through the facility to the
lowest chamber. When they arrived, Thexus could see a
small contingent of reciprocators defending the barricaded
entrance. Several smaller clockwork servitors floated
behind the Convergence soldiers, occasionally darting in
to repair damage suffered by the defenders. Extending his
thoughts outward, Thexus sensed another consciousness
beyond. Though it was clearly contained within an essence
chamber, this vessel felt very different, the emotions robust,
almost alive. This Cyrissist was afraid.
Another tremor jolted the facility, shaking dust loose from
far above them. Thexus had endured enough of Lucant
trying to kill him. The air about him began to crackle as his
outrage manifested as metaphysical energy. He reached into
the receptive mind of the heavily damaged warden, seizing
control completely. It was slowly dying as both organic and
machine systems shut down.
Overriding any resistance to the physical strain, he forced the
tormented creature forward. It burst ahead, its overgrown
leg muscles propelling it toward the barrier at incredible
speed. Thexus did not let it waver even as tendons snapped
from the strain and thick muscles tore away from reinforced
bone. He poured everything into the warden, distantly
hearing the remnant of a conscious psyche trapped within
the monstrosity screaming as the creature barreled toward
the Convergence barricade. Thexus savored its mental
anguish, gathering it to himself.
Protean halberds tore into the wardens body, but even their
high-tensile steel shafts could not stem the monstrositys
momentum. The warden burst through the barricade with
a thunderous crash, sending several reciprocators hurtling
to the ground. Before the monstrositys heart burst and its
brain shut down in death, Thexus took stock of the room.
It was a huge space dominated by a gargantuan construction
that appeared to be an even larger version of the machine in
the chamber where he had just fought Lucant. The machine
towered above the central platform and descended below
it. Thexus moved forward, using telekinetic force to push
the remaining reciprocators off the walkway that led to
the platform around the tower. The reciprocators had
been protecting a Convergence engineer cowering on the
platform behind them.
Floating as he was, Thexus paid little attention to another
tremor that caused the steel gantry to sway and twist with
screeches of protesting metal. He advanced directly toward
the Convergence engineer in slender clockwork form.
<<Lucant has left you to die?>> Thexus sent. He was
surprised to realize this telepathic contact felt entirely
dissimilar to his conversations with Lucant. The machine
divide was less distinct, and he felt he could intersect
with the mental patterns directly. It was almost akin to
contacting a living mind. Thexus tasted palpable fear from
the engineer.
I am happy to sacrifice myself for the Great Work.
Though the words were defiant, the conviction behind
them was fragile.
15
 A Battle of Wills
Thexus drove tendrils of his will into the engineers mind.
It was fascinating to make even the smallest of connections.
How is this possible? he thought, even as he tasked a different
portion of his intellect to analyze the situation. Thexus
turned his primary attention to the control console on the
central machine. <<I do not believe you. I can feel your
hesitancy, your fear. Your masters promised you eternal life.
Now you know that was a lie.>>
Their connection grew stronger as Thexus words agitated
the Cyrissist. Images flashed, memories from the engineers
past. He was recently transitioned; barely a month had
passed since he had moved his consciousness to his
machine body. Thexus wormed his way through the weak
connection, forcing the pathway wider. Despite the lack
of a physical brain, the mans thoughts still followed the
echoes of his old flesh, not yet fully integrated with the
machine. It was as though his consciousness existed within
a remembered approximation of a living brain.
This, together with his long studies of the Convergence,
gave Thexus the access he required. He latched on to the
metaphysical neural pathways just as he would those made
of flesh and blood. For his purposes and at his level of psychic
ability, it did not matter that the constructions were just
instinctual memories. To the engineers consciousness they
were real, and because of that they could be manipulated.
Doing so was difficult, though, requiring Thexus to perform
delicate manipulations of trace energy flows.
<<Tell me how to stop what Lucant put in motion, and I will
let you endure,>> Thexus sent.
No... Thexus could not penetrate. He had seen such defenses
But Thexus already had what he needed: an image of the
control panel. He telekinetically manipulated the controls,
following the diagram pulled from the engineers mind.
Immediately the pulsing glow of the tower dimmed.
Thexus summoned Hiraximor. <<Destruction is averted.
Send word to the hive that this facility will be ready soon.
Send out surveyors. Discover what raw materials this area
offers.>>
<<What of the engineer?>> Hiraximor queried.
Thexus turned to regard the Cyrissist, but when he spoke
it was to the overlord. <<Destroy his machine shell, but
ensure his essence chamber remains intact. He and I have
much to discover together.>>
16
Eight Years Later (608 AR)
Thexus floated toward the last control mechanism that
regulated power within the complex, a pair of monstrosities
close by. In the intervening years he had learned much about
the process Lucant had tried to employ against him so long
ago. He knew why the plot had failed. The Convergence
engineer had not gone far enough. He had sought to
localize the destruction rather than unleashing the full
seismic potential of the facilitys astroseismic converters.
Perhaps Lucant had planned an effort to reclaim the facility,
or perhaps the Convergence had taken the half-measure
in order to spare the nearby human population centers.
Despite willingly discarding his human form, Lucant and
his ilk still seemed to value organic life, at least enough
to avoid excess collateral damage. This was reinforced to
Thexus now after having witnessed from afar Lucants
actions with the humans who sought to free their fellows
elsewhere in the complex.
Thexus paused for a moment and listened to the gibbering
madness of the engineer whose essence chamber pulsed in
swirling red and orange hues at his waist. The engineers
thoughts had long ago become incoherent, but Thexus
understood all the same. <<Yes, he shall suffer for his earlier
mistake,>> he replied.
As the final control room came into view, he felt the presence
of several humans quickly approaching. They burst into the
hall, two males and a female. A smoke-belching warjack
and the silvery form of a clockwork engineer followed
just behind them. One of the humans had a strange aura,
and his consciousness was a fierce mote of white light that
before, though it had been a long time. He dismissed it as
irrelevant and sent his monstrosities forward to deal with
the interlopers so he might complete his task.
<<Once more Lucant sends minions to do his work,>>
Thexus sent.
He felt the tormented psyche of the engineer rage at the
mention of Lucant. He reached out and grasped the mind
of one of the men who had arrived to stop him. The mans
thoughts roiled with tumultuous emotions. Easily, Thexus
took control, and as he did he thought once more of Lucant
buried beneath the crushing weight of his own facility.
Victory was eminently satisfying.
For more about the conclusion of this battle as seen from the other
side, read Through the Darkness: The Story of Machinations,
available for download at skullislandx.com.
Will to Dominate
History of the
Cephalyx
Origins
The great first city Urus was laid low not by war or plague, but by
the very hand of the Creator. His tempest of divine wrath was not
directed at Urus alone but at all the land, from one horizon to the
other. The continent buckled beneath the fist of an angry god. The
seas boiled and churned as the sky was lit afire. All the prideful
were slaughtered, their prayers unanswered. The earth split open
to swallow them. The skies rained sheets of flame while the wind
roared in unending fury.
All that had been built was laid to ruin, yet the onslaught did
not end. The Creator had decided to shatter his work like a potter
hurling a fresh-fired jug against the tiles. Those few who survived
knew the people of Urus were cursed, not merely abandoned but
shunned and forever marked. Most surrendered to despair and
accepted this judgment. Some few persevered, though their very
existence was blasphemy. They left their doomed city and fled
across the wastes. Knowing no ordinary shelter would protect
them from the burning sky, they went underground, descending
into the darkness below. Never again would the people of Urus
emerge. They spent their accursed lives entombed, becoming
wretched and depraved. They lurk there still.
Fragment from The Fall of Urus
Memories of the Preservers
No one in western Immoren knows the origins of the
cephalyx, those dreaded and enigmatic beings who emerge
from their underground lairs to capture and enslave surface
dwellers. They float serenely above the ground, their faces
hidden behind masks fitted with sinister lenses. They unleash
terrifying mental powers to kill any who oppose them. Their
enslavement raids have given rise to countless legends.
Even among the cephalyx few know the facts of their ancient
origins, before they were even called cephalyx. They prize
knowledge, but they approach its acquisition pragmatically.
Their intellectual pursuits are focused and all-consuming
but also narrowly delineated. Not all thought or lore is of
equal value. Most cephalyx focus on current anatomical
and surgical knowledge, with no interest in history. They
take tremendous pride in the transfiguration they have each
undergone to unlock their mental potential. Each cephalyx
is interested solely in his individual progression and cares
not for the species as a whole. Kinship and brotherhood are
foreign concepts to them.
A very small number of lorekeepers exist, who approach
the preservation of knowledge with zealous and absolute
intensity. These so-called preservers archive the memories
of their predecessors in their vast intellects; each holds
a breadth of knowledge that would shame the greatest
libraries of mankind. Yet for all their knowledge, preservers
are a low caste, obedient servants of the greater cephalyx.
They are valued only when a leader has reason to plumb the
depths of their shared memories, which are an unbroken
chain stretching deep into the ancient past. Their oldest
memories include words preserved in tomes or scrolls
or inscribed on tablets before such crude methods of
recordkeeping were abandoned.
Even preservers view their ancient origins with distaste.
The cephalyx deny any affinity to those debased and
diminished beings, whose primitive capabilities made them
little better than unthinking beasts. Cephalyx do not credit
these predecessors with reason, not as the term applies to
them now. The thoughts of these progenitors, such as they
were, were ruled by emotion and superstition, bound by
belief structures and self-imposed limitations the cephalyx
have long since rejected.
Five millennia ago, there were no cephalyx. They were yet
to emerge from a cataclysm that would eventually engender
a desire to reinvent the self. The cephalyx did not develop
or evolve; they were systematically self-created.
Cataclysm and the Descent
The civilizations of western Immoren trace their origins to
the Menite city of Icthier and look to Cinot as their first great
priest-king. It was he who received the Gifts of Menoth
by which civilization was born. Yet Cinot had traveled to
Icthier from the east, and his was not the first human city.
Other tribes had devoted themselves to the Creator of Man
and had built cities, including the greatest of them: Urus.
Built in southeastern Immoren amid a sheltered valley
surrounded by mountains, Urus thrived for centuries after
the departure of Cinot and his people.
Not much is known of Urus, for this ancient civilization
was lost and its ruins forgotten, buried beneath jungles on
what is now the Shattered Spine Islands. Four thousand six
hundred years ago the continent of Immoren was sundered
by an unprecedented cataclysm, one that would change its
shape forever. The tribes of man never knew its cause, but
Cinots descendants called it the Time of the Burning Sky.
The cataclysm cracked the continent to create the Abyss
and the Stormlands, while the tremors and quakes in the
southeast turned part of the fractured landmass into the
Shattered Spine Islands. A vast desert formed between the
two halves of Immoren, and the east was consumed by
decades of supernatural storms.
The hardiest and most resourceful survivors of Urus went
inland but could not endure the firestorms. Their way of
life had ended, and they faced extinction. They sought
17
 Will to Dominate
shelter in caves and tunnels, digging deep below Caen to
escape what they interpreted as divine wrath. They thought
themselves cast out and accursed, unworthy of the faith of
their ancestors, which had been left in the ashes of Urus.
In the harsh early decades of their subterranean existence,
the refugees society and existence changed. Early turmoil
among the group led to bloodshed, which was followed
by rigid tyranny by those who enforced a tenuous peace.
Food scarcity prompted starvation and deprivation, which
forced desperate solutions among the survivors. Those
who died became food for those who endured, even as this
cannibalism was understood to be another unforgivable
blasphemy. The need for food and water required brief
raids to the surface, although in time these people adapted
to their environment and learned to sustain themselves on
new food sources found below.
A Transfigured Society
Cephalyx preservers remember even less from the
transitional era after the refugees went underground and
the struggle to survive took priority over recording events
for future generations. What is known is that the post-Urus
survivors underwent multiple stages of societal upheaval,
eventually developing a rigid caste-based society. This
included draconian laws and punishments protecting
access to the resources required for survival.
Shame over their supposedly accursed status led to several
powerful taboos, such as a loathing for direct physical
contact. This extended to a general disgust for all base
necessities of life. These were viewed as reminders that the
flesh was a prison for an accursed soul. The lowest caste
was held responsible for handling distasteful necessities,
including disposal of the dead and of bodily waste. This
caste was shunned by the others, treated as less than people.
It became the custom to wear heavy black garments from
head to toe, lest anyone inadvertently see skin or make
physical contact. A variety of elaborate procedures were
created around the unwholesome necessity of reproduction.
The concept of marriage had been abandoned soon after the
cataclysm, and reproduction became a carefully regulated
matter. The higher castes determined who would reproduce;
unapproved children were eliminated.
The messy process of childbirth was overseen by specific
members of the lowest caste. Shrouded chambers and
black veils ensured those who were pregnant could deliver
children anonymously. Children were then isolated, raised
by masked attendants who saw to each childs early
development and education until such time as it could
conform to the standards of society and could labor in its
assigned role. Population control was vital, as food was
often scarce and carefully rationed. In truth, overpopulation
18
was rarely a problem. As a result of their intense taboos, the
larger concern was ensuring the society did not diminish.
Redemption from base existence was to be sought through
mental reflection, as each citizen hoped to achieve harmony
through acts of will. The luxury of purely mental pursuits
was a particular privilege of the ruling elite, who sought
to escape the concerns of physicality. Some went so far as
to adopt a custom of extreme asceticism. So long as they
fulfilled their duty of governing their society and delivering
judgment against lawbreakers, the leadership could
occasionally withdraw for lengthy stretches to meditate.
These individuals retreated to the darkness of the deepest
caves, cut off from light, sound, and contact with anything
beyond the cold stone beneath them. Attendants brought
them water and food, which they often ignored. Their
bodies withered as they ate and drank only enough to stave
off death, experiencing visions as they teetered on the brink.
Most of the early thinkers lived and died with their
thoughts sealed in the vaults of their minds. In time a ritual
evolved whereby the oldest were required to pass on their
wisdom. Each was assigned a rememberer trained to retain
and retrieve lore. These predecessors of cephalyx preservers
passed this accumulated lore to the next generation.
Cephalyx view the superstitions of their ancient ancestors
as repugnant, but those early philosophers developed the
core idea that would lead them to transform themselves.
Time spent in isolated contemplation was the first step on
a longer quest to refine the mind, a goal which would soon
define the cephalyx.
The Seat of Reason
Centuries of subterranean existence transformed the last
descendants of the people of Urus into a society utterly
distinct from its originating culture. The introspection
of the ruling elite developed into exercises in logic and
applied learning through experimentationessentially,
science. They sought to comprehend the world and its
intrinsic properties and laws. From admiration for the
ordered diligence of insects such as ants and termites,
they referred to their hierarchical society as a hive, in
which each caste had an assigned role and function. The
highest caste, freed from drudgery, assumed the tasks of
leadership and philosophy.
Some of these thinkers were absorbed with practical tasks
such as innovating new techniques for excavating tunnels
or for mining essential minerals. Others developed the
means to breed and harvest new types of edible fungus
and the myriad sunless plants required for sustenance.
Still others refined weapons for the hives soldiers to wield
during raids against surface dwellers. The lowest caste of
the society were slaves, individuals treated as property and
seen as too mentally deficient for higher work.
When not governing, the
ruling elite looked inward,
hoping to take the next step
in unshackling their minds
and achieving mental purity.
They sought to locate the
physical seat of reason and
thus reconcile the physical
and the mental, making
pure thought possible. They
believed the soul must dwell
within a tangible haven inside
the flesh. Finding this haven
became a priority.

Slowly and secretly at first,

the elite began to explore the
taboo study of anatomy. This
was initially a radical and
almost blasphemous practice.
Those venturing into it sought
to do so without violating
prohibitions against physical
contact with unclean bodies.
They did not touch flesh
directly but used slaves as
proxies. The most dexterous
slaves were given keen blades
and directed to cut open
cadavers, revealing the horrors
and wonders awaiting within.
A variety of captured animals
were dissected to understand
their inner workings, but
only humans could provide
the answers sought by the
cephalyx. In time this study
was no longer conducted in
secret and eventually became
an obsession among the elite, each of whom was driven When the hands of slaves proved inadequate to perform
to demonstrate prowess as a philosopher-surgeon. All the finest surgeries, the elite developed new means to cut
who died were brought to their operating tables, where flesh indirectly via a system of remotely operated blades
systematic dissection replaced funerary rites. attached to artificial limbs serving in the place of their
own. Heavy garments shielded them from any spatter
Some among these surgeons discovered the means to
of living fluids released by their efforts. Thus protected,
bend and magnify light by way of polished crystals and
they soon came to appreciate the delicate equilibrium of
lenses, augmenting vision while safeguarding the surgeons
organs, blood vessels, nerves, bones, and other tissues.
themselves from direct exposure to flesh. These tools
Their loathing of physical contact with the body remained,
were refined to provide tremendous perception, allowing
but above that was an almost reverential wonder for the
observers to discern details too small for the naked eye to
processes of chemistry and biology.
apprehend. Surgeons peered through these lenses to examine
extracted tissues, marveling at the recursive complexity of Some of these anatomists undertook the dissection of the
living organs, which revealed myriad specialized structures brain amid the study of other organs. While cadavers
even at the microscopic level. sufficed at first, these explorers soon determined they could

19
 Will to Dominate
achieve understanding only by performing their work on
living captives, whose reactions were required to apprehend
the brains functions. By this process they confirmed that
here, at last, was the seat of reason.
Careful and exacting examination of slices of numerous
brains revealed patterns of beautiful, if bewildering,
complexity. They mapped the structures within the brain
and began to comprehend how they worked together to
give rise to higher thought. These explorations into the
brain were undertaken with religious intensity, and some
among them were so enraptured by the tasks that they
worked nonstop, so eager for subjects that they sacrificed
their own slaves to study them. Some even opened their
own skulls to see the workings within.
As understanding expanded, the upper caste deduced the
brain had secret and untapped potential and foresaw the
means by which the apparent perfection of this organic
marvel could be improved. Dissection of countless brains
had revealed a multiplicity of recursive patterns, like an
underlying code that if unlocked could change reality itself.
Though cephalyx society had abandoned old beliefs, there
remained a powerful imperative to escape the accursed
state of existence described by their ancestors.
The key to this freedom lay in augmenting the seat of
reason by precise surgical manipulation, amplifying the
power of the mind. If successful, they would transcend
the limits imposed by their Creator. They would become
both creator and created, shaping not only the brain but
the soul itself. Visionaries among the philosopher-surgeons
foresaw the possibility, in some distant era, of transcending
the flesh entirely to exist as pure and unfettered thought.
This seemingly impossible goal would persist to become
the ultimate ideal of those who would eventually call
themselves cephalyx.
Cephalomek to Cephalyx
An era of advancement in scientific and metaphysical
understanding followed these early pioneers. Critical leaps
in surgical technique coincided with breakthroughs in
engineering. This work was the precursor to the science of
cephalomek, a field that would combine extensive surgical
alterations with mechanical elements. From the beginning this
science proved its usefulness when applied to the slave caste,
whose bodies were augmented by alchemical muscle-growth
solutions and prosthetic replacements. It was discovered that
incisions to certain areas of the brain made slaves docile and
compliant. These slaves were the first drudges.
Initially crude alterations of the brain were eventually
followed by more sophisticated techniques. New mental
states were achieved by combining a number of these
procedures, such as making smaller and more precise surgical
cuts, bathing the brain in alchemical fluids, and inserting
20
metal rods into the structure. This work necessitated a
growing mastery of metallurgy, alchemy, and physics as the
greatest thinkers created specialized tools for transformative
surgical theaters.
Unlocking the potential of the brain required sacrifice.
Surgeons needed to test and refine advanced techniques
on living subjects. The burden of this experimentation
fell mostly on the slave caste. It soon became apparent
that this golden era of surgical experimentation had come
at a pricethe population of the subterranean society
had dwindled, and repopulation measures had failed to
adequately replace those lost for science. The demand for
additional experimental subjects necessitated expeditions
to the surface to capture a greater number and variety of
living specimens, preferably intelligent ones.
Other great minds began to work on the problem of
facilitating reproduction without physical contact between
the genders, a condition considered essential for cephalyx
society to endure in what they perceived was a higher
state. It was vital that they find a way to increase their
numbers without emulating unthinking beasts. Although
these efforts did not meet with much initial success, in time
methods were innovated to conduct most of the biology
of reproduction in connected laboratory receptacles, using
genetic material extracted from adult cephalyx.
This progress facilitated efforts to selectively breed the
most intelligent members of the society, allowing the upper
caste to serve as the foundation for future generations.
Experiments suggested a degree of diversity was required
for the health of the species. For that reason, outstanding
members of the lower castes were also screened and
selected to contribute seed material. The notion of breeding
a deliberately docile and mentally subservient caste was
considered but ultimately rejected due to this need for a
minimum threshold of diversity. It was important that
the lower castes be included to prevent overreliance on
inbreeding among the upper castes.
A natural outgrowth of this development was a major
change to the slave caste. Although the first drudges came
from among the cephalyxs own slaves, it became apparent
that their society was best served by utilizing exclusively
captured outsiders in this capacity. As the use of drudges
created from enslaved captives expanded, these entities
increasingly took on the most unpleasant tasks. This
allowed the lowest caste to transition into a more valued
worker caste, one whose members could aspire toward
mental advancement. The once-rigid hierarchy of their
underground society evolved into a fiercely competitive
meritocracy based on evolving mental acumen. The
existence of mentally reduced drudges to perform menial
labor allowed all cephalyx to exist on more equal footing.
Invention of Cephalomek
As cephalomek emerged as the primary science and
obsession of this subterranean society, several strata of its
study emerged. Low cephalomek included the basics of
anatomy and the simplest surgeries, including the creation
of modified drudges. The processes for these tasks became
so familiar as to be performed as a learning exercise by the
young. The highest and most revered arts of cephalomek
involved direct examination and manipulation of the
brain, particularly when applied to members of their own
society. The cephalyx conducted these procedures with
the greatest precision and care, knowing that they could
result in irreversible damage or even loss. Only the most
skilled and experienced surgeons were allowed to alter the
minds of valued citizens. Yet the imperative to achieve a
breakthrough in intellectual capability was strong, and
volunteers were plentiful.
Efforts to unlock the potential of the seat of reason
eventually succeeded dramatically. Techniques refined
on captives were perfected and eventually applied to the
upper echelon. Surgeons manipulated prosthetic blades
and mirrors to open the cranium and work on the organ
beneath, making small structural changes and applying
carefully formulated growth serums. The cranium had to be
cut and reshaped to relieve the pressure of the expanding
cerebellum. The fluids developed to augment brain growth
were distilled from spinal and brain fluids extracted from
multiple donors, for them a lethal process.
A number of the first augmentative pioneers were driven
mad by the process. Soon, however, others unlocked
previously unheard-of psychic powers. This breakthrough
would change everything. The ability to reliably replicate
MONSTROSITY SPINE
Monstrosity Back
Detail Concept
these powers is seen as the beginning of the cephalyx
themselves. From this point, the cephalyx no longer saw
themselves as human; they had arrived at the onset of
a new species. The precise date of this achievement is
unknown, but it is thought to have transpired as early as
2700BR according to the human calendar.
Powers of the Mind
In a few short centuries the cephalyx developed their
fundamental psychic powers. They quickly abandoned
speech once they were able to converse telepathically. The
cephalyx retained the equivalent of language and syntax
for the ordered representation of their thoughts, but they
could also communicate direct images, emotions, and
complex cascading thoughts. Cephalyx learned to convey
raw information more quickly and efficiently than spoken
language allowed.
Telepathy soon made writing unnecessary. The direct mental
transfer of information, aided by brain augmentations,
resulted in nearly perfect recall. From the rememberer
tradition arose preservers, individuals dedicated to storing
a vast array of information inside their minds. While every
cephalyx has a prodigious memory, preservers undergo
surgical procedures to broaden information storage,
becoming dedicated telepathic archives accessible to hive
leaders. The preserver tradition allowed nothing to be
forgotten, using telepathic transfer to pass stored memories
from each generation to the next.
Telekinetic power also became universal among the
augmented cephalyx, allowing them to exert force through
thought alone, thereby moving physical objects with their
minds. This gave the cephalyx the long-desired power to
manipulate the world around them without resorting to
physical contact. It became the custom for cephalyx to float
above the floors of their chambers, no longer requiring the
laborious exertion of legs. Floating became so intuitive that
walking became inconceivable, a hardship left to lesser
beings such as the enslaved drudges. Smaller efforts of
telekinesis let cephalyx manipulate the finely crafted tools
kept on their persons, including diverse suites of surgical
implements. Soon, attached to each cephalyx was a rig
containing an array of prosthetic tools customized for the
work that individual performed.
The cephalyxs ability to project waves of directed mental
energy beyond their bodies gave rise to dozens of other
versatile powers. As cephalyx of various mental capacities
mastered their powers, they discovered telepathy was an
effective weapon. By connecting to other minds, they could
probe for surface thoughts or delve deeper for secrets. A
strong-willed cephalyx could subjugate and dominate a
weaker peer, forcing him to act as bid. The most powerful
telepaths could send a disrupting wave of energy to shred
lesser minds and cause damage to other vital organs.
21
 Will to Dominate
Cephalyx Mental Abilities
Individual cephalyx possess varied mental capabilities,
particularly across different roles within a hive. However, some
abilities are shared by all. The youngest cephalyx generally have
the least developed mental powers, while the oldest and those
with the most augmented brains demonstrate correspondingly
greater development and raw power.
All cephalyx possess some degree of mental telepathy. The range
at which cephalyx can communicate with one another varies.
In most cases a cephalyx can contact peers at a distance several
times farther than an audible voice would carry, and they can
also reach one another despite certain intervening barriers. The
most mentally powerful cephalyx can convey simple thoughts
across an entire hive or from several miles away aboveground,
although nuanced communication requires proximity.
This telepathy enables the cephalyx to sense the surface
thoughts of nearby thinking beings, making the subterranean
race difficult to ambush or surprise. With dedicated effort they
are sometimes able to perceive more. Probing into the inner
thoughts of other intelligent beings always requires effort
and can harm a vulnerable mind. Some entities are difficult
for a cephalyx to telepathically probe. The minds of arcane
practitioners, for example, are often difficult to discern, and
certain energy projections, such as a warcasters power field,
can interfere with a cephalyxs more intrusive telepathy.
Most cephalyx learned techniques to shield themselves,
but these defenses could in turn be undermined by those
strong or clever enough. A clash of wills became an
unavoidable aspect of cephalyx interaction. Leadership
positions had traditionally been held by those deemed the
greatest thinkers, but now the population had a tangible
means to gauge mental power and to contest with one
another. Strength and intelligence became synonymous to
cephalyx. A new hierarchy emerged with mentally puissant
leaders called exulons seizing leadership, not by persuasion
or manipulation, but by raw mental subjugation. To the
exulons, all other cephalyx became potential pawns, while
outsiders were viewed as demonstrably inferior beings.
From One Hive to Many
The cephalyx began as a single self-contained,
subterranean hive, one that was ignorant of the conditions
of the surface world. This attitude remained unchanged
until raiding parties sent to acquire subjects discovered
scarcity. The location of the first cephalyx hive was quite
remote from population centers, as most human tribes
had emigrated toward more fertile regions to the west.
The few scattered tribes that remained were meager and
impoverished, scratching out a difficult living amid an
arid and desolate region.
22
Cephalyx can communicate with outsiders via telepathy, but it
is painful to the non-cephalyx and can damage their psyches.
Most cephalyx have atrophied larynges and can communicate
verbally only if they take specific measures to do so. Cephalyx
intending to interact with outsiders rely on artificially generated
sound. Thanks to their telepathic powers, most can immediately
translate their thoughts into any language. This is not the same
as true fluency in that language but represents an instantaneous
mental translation. Cephalyx may utilize unusual sentence
structure and grammar as a result of the different ways they
organize information, not from a lack of understanding.
Telekinesis is another universal trait of the cephalyx, although in
some cases this is limited to a cephalyxs mobilityallowing them
to float effortlessly from place to placeand the manipulation of
prosthetic limbs attached to their backs. To a cephalyx, this type
of movement and control is as intuitive and easy as moving arms
and legs is to non-cephalyx.
While cephalyx rely on their own sense organs to see or hear,
they often augment their vision through lenses in their masks.
Furthermore, telepathically capable cephalyx who are controlling
drudges or monstrosities can rely on those beings to broaden
their perspective of their surroundings.
The cephalyx faced a crisis as resource scarcity reached a
critical level, a situation made worse by schisms between
the ruling exulons. As they refined their mental powers
these rulers increasingly found it difficult to reach
consensus. Contests of wills escalated into feuds and lethal
mental duels. These battles sometimes swept up an exulons
followers, disrupting entire regions of the hive.
Eventually it became clear to the cephalyx that they would
need to relocate and divide. New hives were needed.
The exulons broke the central hive into smaller groups
and allocated its resources and personnel among them,
then implemented a plan to replicate their society in new
locations. The best surface raiders of the central hive became
scouts, undertaking expeditions to find ideal sites to settle.
This exodus, not undertaken lightly, proved essential for
long-term survival.
New cephalyx hives were established below several
mountain ranges and forests across western Immoren
during what the surface dwellers refer to as the late Warlord
Era. These hives consolidated their strength and expanded
their subterranean networks well into the Thousand Cities
Era. The new thriving communities of mankind provided
an ample supply of easily captured subjects. Typically such
subjects could be seized without raising an alarm so long
as the cephalyx left no trace of their passage and attacked
small groups on the fringes.
An influx of surgically altered drudges provided martial
strength to the new hives, allowing them to defend
themselves against organized retaliation. Even in the rare
instances such efforts were mustered, surface dwellers
proved reluctant to delve into cephalyx tunnels, a justifiable
fear given the advantages the cephalyx possessed there.
By exercising caution and carefully selecting subjects to
enslave, the cephalyx were able to grow stronger and
prosper. The cephalyx carved out a place for themselves,
driving away violent subterranean creatures like the dregg
and other perils. Generally the superior mental powers of
the cephalyx allowed them to seize whatever tunnels they
required without enduring substantial losses.
Subsequent hive divisions took place in the following
centuries, albeit slowly and infrequently. Population
controls exercised by each hive maintained stability. The
impetus for a hive to divide in order to establish a new hive
was invariably a consequence of escalating battles over
supremacy between ruling exulons.
Hives naturally evolved an ideal number of cephalyx
occupying the strata of its various castes. Unbalancing these
numbers usually provoked strife. Once too many mentally
powerful leaders became exulons, conflict was inevitable,
and only murder or schism would relieve the pressure.
These periods of crisis were usually resolved by brief but
fierce battles among the leaders, with the losing exulon or
exulons extinguished. Most of a hive would be unaffected, as
members submitted to whichever leaders held dominance.
Beyond these occasional struggles, hive leaders focused on
their cephalomek experiments, working either individually
or in research groups to refine their mastery of this science as
each sought continual improvement of their mental powers.
Reaching a Higher State
Contact between hives was infrequent, generally involving
spies seeking to keep abreast of the advances of the
nearest rivals. Strife occasionally erupted between these
neighboring hives, usually over access to limited resources
or attempts to secure or safeguard cephalomek advances.
The rest of the time the various hives remained focused on
internal issues and advancing the projects of their exulons.
Surgical and biological research remained a core value of all
cephalyx, although advancements were incremental rather
than revolutionary for most of cephalyx history. Perhaps
as a result of their strict hierarchy and the overpowering
dominance of the exulons, truly innovative and creative ideas
proved to be rare. Though they had fostered an environment
to advance individual intelligence, these efforts were
extremely focused, based on narrow criteria. One could argue
that the cephalyx methodology had optimized analytical
intelligence at the cost of creative insight. Furthermore, by far
the greatest priority of cephalyx research and development
was the augmentation of psychic abilities that did not rely
directly on greater intelligence but on some combination of
ambition, ego, and will.
The Mortality Dilemma
Another great work occupying countless cephalyx across
multiple hives was the ongoing battle against mortality.
The ruling exulons knew the primary limit to individual
advancement was the onset of disease, mental degradation,
and, inevitably, death. Seeking to solve this existential
conundrum, many of the greatest cephalyx minds turned
from the study of the brain to a lower sciencestudying
the other systems of the body, including the individual
cell. Though such work carried less prestige, those set to
this project knew their advances would be required for the
cephalyx to live long enough to make true breakthroughs in
higher thought.
By slow turns over the centuries the cephalyx managed
to eliminate or diminish several key factors contributing
to bodily degradation over time. The lifespan of cephalyx
began to lengthen, stretching beyond what most humans
could hope to enjoy. Achieving progress beyond this
incremental lifespan increase proved difficult. Moreover,
the effort was quite expensive, both in resources and in
the alchemical and surgical effort required. It became clear
that a hive would never be able to invest in multiplying
the lifespans of its entire populace. The lower castes were
allowed to enjoy only the most rudimentary refinements,
while those who proved capable of prodigious mental
development and psychic power were given liberty not
only to expand their minds through cephalomek surgeries
but also to enjoy substantially greater longevity.
This created a cycle slanted to the benefit of the exulons,
given that mental development was inherently a slow and
gradual task. The gulf between the ruling exulons and the
lowest caste grew larger, even as the physical brains of the
exulons expanded to allow for larger and more convoluted
networks of dense nerve tissue. Longevity brought new
problems along with its rewards, as cephalyx in this state
discovered they required more than ordinary sustenance to
empower their prodigious psychic abilities.
Psychic Hunger
Soon the most powerful cephalyx noted that engaging
their mental powers against lesser minds provided a
rejuvenating effect. The very task of subjugating the will
of others restored the mental reserves of the victor, as if he
were feeding on their energies. Additionally, the physically
larger brains of the ranking exulons required regular
infusions of alchemical draughts drawn from the brains and
spinal fluids of subject creatures. Usually these needs were
23
 Will to Dominate
met by a hive in the course of regular research, with the
most mentally robust specimens put aside for the exulons.
Still, in times of scarcity this could become a strain on the
hive: yet another reason to limit the number of cephalyx in
the upper tiers of development.
The most powerful exulons proved to be reliant on regularly
siphoning memories and mental energies from the brains
of lesser creatures. Done swiftly, this scoured the subjects
mind and left an empty husk void of higher mental faculties,
useful only for conversion into the simplest drudges. The
eldest exulons demonstrated a hunger outstripping physical
need, an addiction that could force them to take otherwise
unacceptable risks to seek fresh minds to ravage. This was
one reason cephalyx leaders sometimes ventured to the
surface world to engage in battles arguably better left to less
critical members of their hives.
The Lean Centuries
By and large cephalyx hives have been able to conduct their
work and prosper regardless of events on the surface, but
some calamities shook the continent deeply enough for
even them to feel. The Orgoth Occupation that ravaged the
surface kingdoms had a tremendous impact on the cephalyx
and represented to them the first time their subterranean
existence was seriously threatened by surface dwellers. It
took some time before the cephalyx even recognized the
nature of this threat, but by the end of the Occupation
they were as relieved as any other inhabitants of western
Immoren to see the foreign tyrants vanish.
The most significant impact of the Orgoth was a sudden
difficulty in harvesting subjects. This was a result of efforts by
the invaders to enslave the surface population. Particularly
during the early centuries of the Occupation, thousands of
Immorese were killed in warfare, and thereafter additional
thousands were chained and shipped overseas. Those
who remained were kept in heavily guarded slave camps
watched over by vigilant Orgoth soldiers. During these
years cephalyx hives found it almost impossible to conduct
surface raids. Making the situation even worse, the Orgoth
created numerous passages and chambers beneath their
structures, sometimes digging deep to establish tombs or
torture chambers. Several times, Orgoth builders discovered
the periphery tunnels of a hive during these excavations,
resulting in bloody conflict.
A number of hives felt pushed to desperate measures,
including undertaking ill-conceived efforts to destroy the
local Orgoth and seize their slave populations by force.
Though these campaigns were sometimes successful in the
short term, Orgoth retaliation was fierce and effective. The
invaders had no fear of following the cephalyx into their
tunnels and possessed a number of mystical techniques and
weapons that enabled them to fight on nearly equal terms
24
with their mentally augmented foes. Orgoth soldiers driven
to berserk rage by mystical rites proved to be resistant to
mental domination, and the drudge armies accumulated by
these hives were not enough to defend them. Several hives
were destroyed in this period, while others were forced to
abandon outer holdings.
Return to Normalcy
The remaining hives learned to avoid direct contact with
the governing Orgoth and to endure a dearth of research
subjects. This was a hardship primarily on the exulons
and other advanced cephalyx, many of whom perished
from infighting as their mental faculties diminished after
extended energy starvation. As the Occupation went on,
the Orgoth eventually gave the captive populations greater
liberty. This allowed the cephalyx to resume cautious
raiding. The situation improved tremendously with the
onset of the Rebellion, when chaos and struggles among
the surface dwellers offered ample opportunities to capture
entire populations of peripheral villages uncontested.
This resurgence in the capacity for widespread
experimentation also marked one of the greatest advances
in cephalyx longevity. Approximately fifty years before
the Rebellion armies succeeded in casting out the Orgoth,
several cephalyx hives made parallel breakthroughs in
cell longevity. These breakthroughs were discovered
and replicated across the scattered hives. This involved a
variety of complex alchemical treatments that significantly
diminished degradation from aging and allowed stable
cell growth in tissues that would ordinarily have become
cancerous. Related treatments augmented the regrowth of
nerve tissues in even the eldest cephalyx. Some benefits
were easily applicable to the lower castes, but the most
dramatic applications were reserved for the exulons.
A Clockwork Enemy
The hives anticipated a rise in
their fortunes in the wake of the
Orgoth Occupation, particularly
given the advances in longevity.
These predictions were undermined
by the emergence of a new threat
that revealed itself in the early 300s and escalated in the
following centuries: the Convergence of Cyriss. Members
of this machine cult possessed an affinity for underground
facilities, often preferring locations proximate to major
cephalyx hives. Unlike the subterranean rivals the cephalyx
had encountered before, the Convergence proved to be
entirely capable of waging organized warfare underground,
wielding effective weapons and utilizing advanced tactics.
Mere proximity and territoriality would have ensured
bitter enmity between these two groups regardless of other
considerations. It quickly became apparent, however, that this

Cephalyx Lifespans and Health
Cephalyx have yet to fully exploit their breakthroughs
in longevity, but great strides were achieved around 450
years ago. Even members of the lowest caste who remain
in that echelon their entire lives can expect to live at least
two hundred years. Overlords and top researchers such as
cognifexes receive additional treatments, allowing them to
enjoy lifespans as long as three or four centuries. Exulons
receive the most extensive rejuvenating conditioning. No
exulon treated since the creation of the Iron Kingdoms has
died of natural causes. It is predicted that exulons can expect
lifespans upward of six to seven centuries. Such lifespans
are longer than any sentient species in western Immoren,
including the long-lived Nyss.
The state of cephalyx medical understanding makes them
essentially immune to diseases so long as they have access
to the resources of a hive. However, cephalyx bodies are
relatively frail and delicate, easily damaged by forceful
trauma. Physically weakened by atrophy of the limbs and
a reduction of muscle mass and bone density, they rely
heavily on telekinetics to protect themselves from harm.
Despite this, they are capable of recovering from extremely
severe injuries so long as they are quickly tended to by a
sufficiently capable cephalyx. Cephalyx resilience after
injury is entirely reliant on swift and comprehensive
medical intervention.
Through deliberate modifications as a result of strong taboos,
cephalyx corpses do not retain integrity after death unless
subjected to alchemical substances known only to them. As
soon as a cephalyx experiences brain death, the body begins
to break down, quickly becoming a gelatinous pool of liquids
and proteins. For this reason, no outsider has successfully
dissected a cephalyx. In a hive, the lowest caste deals with
corpses. Cephalyx corpses are often preserved long enough
for the brain to be dissected and examined before the body
is allowed to disintegrate. The resulting fluids are distributed
to nourish food-producing fungi and other essential plants.
Machine parts from the deceased are recycled and reused.
enemy was more than simply a rival for resources or access to
tunnels. To the cephalyx, the clockwork forms of the worshipers
of Cyriss represented a strange and revolting aberration, one
similar to but far more abhorrent than the animated corpses
employed by surface necromancers. Necromancy was a
repugnant practice relying on the putrefying forces of death
and decay, but its powers arose from the organic and were
therefore comprehensible. The constructs of Cyriss were
something else altogether, an utter rejection of biology. The
leaders of the cephalyx found this concept both fascinating and
loathsome, particularly since in some respects Convergence
goals seemed to parallel their own.
As clashes between the Convergence and the cephalyx
grew more frequent and the cephalyx learned more of this
adversary, they discovered disquieting similarities. The
Convergences achievement in transcending the physical
was not dissimilar to the cephalyx goal of becoming
creatures of pure mind. Indeed, cephalyx leaders faced
the disturbing notion that the essence chambers the
Convergence had so quickly innovated might be a means to
successful transformation into a purer mental state. Among
the great cephalyx thinkers it was deduced that the insights
Convergence worshipers had received from their Goddess
of Patterns and through astronomy were similar to concepts
cephalyx ancestors developed after dissecting the brain.
Complicating the understanding of this enemy was the fact
that clockwork minds seemed to be strangely impervious
to psychic emanations. Probing the thoughts or motivations
of the Convergence proved to be a challenge facilitated
only by capturing living members of the organization, who
were rarely risked in battle. Greater familiarity and study
earned at considerable cost across decades of conflict
allowed the cephalyx to better understand this foe and their
antithetical ideology.
It was eventually deduced that the Convergence represented
a bizarre and corrupted variant of cephalyx core beliefs,
a group driven astray by superstitions encouraged by a
manipulative and malevolent divinity. If there were an
intelligence and will to be found among natures universal
laws and the principles of mathematics, it was an aberration,
an invidious entity that defiled the purity of sentient
thought. Strengthening this conclusion was the finding that
the clockwork entities of the Convergence did not, so far as
the cephalyx were concerned, possess true free will, but only
a convincing facsimile. Such clockwork beings had, in fact,
been enslaved by the goddess they worshiped, becoming its
extensions on Caen.
The exulons of several hives declared that complete
freedom of the mind would be negated should the divine
entity called Cyriss manifest on Caen. The exulons
predicted the Convergence would never succeed in their
goal, given that it would require an impossible degree
of coordinated global effort. Nonetheless, they agreed
that the cephalyx should undermine and oppose the
Convergence at every opportunity.
No effort was made to organize multiple hives against this
enemy, as hives are inherently self-motivated and self-
involved, led by exulons who safeguard their autonomy.
Rather, each hive has dealt with this foe as they have
encountered it. Many hives have conducted operations
to eradicate nearby Convergence populations when they
have sufficient resources to do so, including infiltrating and
taking over Convergence facilities when possible.
25
 Will to Dominate

Such victories have had the added benefit of affording the territory. The hive was already in a particularly weak and
cephalyx access to powerful energy generators, which they vulnerable position when Cryxians began to infiltrate the
have sometimes exploited to run their own machinery. Thornwood in 586AR. It soon became apparent that Cryx
While the cephalyx have their own biological power sources, sought to establish its own subterranean presence in the area
Convergence power sources provided a greater and steadier and would become a severe and unavoidable threat.
supply of energy. The cephalyx do not fully understand
The initial consensus among the exulons was to abandon the
Convergence technology, and there are numerous barriers
hives holdings and either relocate or allow itself to be absorbed
to reverse engineering this machinerynot least, a strong
by a stronger hive. One exulon, a powerful figure named
distaste for all Convergence techniques. The cephalyx are
Thexus, offered an alternative. He had received unexpected
willing to ignore their disgust, however, in the interest of
contact from the Cryxian leadership expressing interest in a
seizing these power generators.
nonviolent solution that could be mutually beneficial. The
Several Convergence facilities have fallen to the cephalyx consensus went against Thexus; the other hive leaders were
over the decades, enabling the cephalyx to create highly unwilling to enter into communication with outsiders.
efficient surgical theaters for such purposes as automated
A largely secret struggle swiftly followed. No sooner had
drudge creation. Where these facilities are retained for
the other exulons denied his motion than Thexus isolated
a sufficient length of time, the cephalyx can efficiently
and eliminated the strongest of his conservative rivals.
convert hundreds or even thousands of captives into battle-
Before the remainder could organize to retaliate, he called
ready drudges. Generally a hive cannot hold such a facility
for another assembly and calmly presented his proposal
indefinitely. Eventually generators fail beyond repair or the
again. This time he achieved consensus and the hive
Convergence musters a sufficient military force to dislodge
entered into an alliance with Cryx. Exulon Thexus spoke
the cephalyx. Hives seek to exploit these windfalls to the
for his hive, while Iron Lich Asphyxious spoke for Lich
best of their ability and then retreat to consolidate acquired
Lord Thalassina of Cryx.
resources. There has been no systematic or cohesive effort
by either side to exterminate the other, but deadly conflict In the ensuing negotiations, Thexus hive acquired a
between them has been frequent. promise that in any of its military engagements in the region
Cryx would set aside a percentage of defeated enemies to be
Recent events have seen a marked rise in activity among
turned over alive to the cephalyx. In return, the hive would
the Convergence, and the cephalyx are aware that this
assist Cryx to create an extensive underground complex
enemy has entered a new phase in their long-term plans.
whose chambers would in some regions overlap with the
This threat has prompted the hives to gather additional
cephalyxs. The two agreed to coexist in these places and
forces and stand ready for conflict. Most hives are unwilling
to share labor and technology toward the fabrication of
to take aggressive measures, instead preparing against
weapons for both. Furthermore, the two forces agreed
Convergence forces invading their territories.
to mutual defense and limited joint military endeavors,
An Unconventional though force allocations would be decided by the leaders
Alliance on either side on a case-by-case basis.
The fortunes of individual hives rise
While some of Thexus rivals were uncertain about
and fall over time, a fact that is natural
entering into such a close relationship with a foreign
and unavoidable. Several decades ago,
power, the alliance quickly proved its value. Thexus hive
however, the misfortunes of a once-
received an unprecedented influx of slaves, allowing them
powerful hive led to unprecedented
to restore their supply of drudges and monstrosities. This
developments. The central hub of this particular hive was
gained in momentum as wars on the surface escalated. In
situated below the Thornwood, with peripheral tunnels
less than a decade the hives military strength exceeded
and facilities stretching as far as the Llaelese Mountains,
any previous numbers.
southeastern Khador, and eastern Ord. This Thornwood
hive experienced significant setbacks in the mid 500s AR, The arrangement has had its downside; joint efforts with
losing a substantial portion of its strength as well as several Cryx have incurred a high number of casualties among the
of its leading exulons. lower castes and a not-insignificant number of casualties
among the lower leadership tier. Yet in the aggregate there
There was no single cause for this decline but rather a
is no question the alliance has reinvigorated the Thornwood
sequence of disasters both small and large. These included a
hive and allowed it to become uniquely formidable.
particularly costly conflict with a dregg infestation in the 550s,
Casualties have been efficiently replaced, and losses have
followed by several defeats at the hands of the Convergence
not put an undue burden on the hive.
of Cyriss, which had been expanding bases into the hives

26
Increased military strength has already proven fortuitous,
as seen in recently escalating engagements with the
Convergence of Cyriss in northern Llael. Exulon Thexus was
able to seize a major facility from the Convergence in 600AR
and exploit its power generators to expedite the conversion
of a large number of drudges. Though the Convergence
recently regained this facility, Thexus is satisfied that he
accomplished his goals during its occupation. Furthermore,
he acquired additional military assets and vital intelligence
that may prove invaluable in future conflicts.
Cephalyx Society
Although cephalyx are spread across dozens of hives deep
below the surface of Immoren, each shares an identical
hierarchy, and its members are divided into similar
roles. Hives are self-contained and autonomous, akin to
independent city-states, quite willing to compete with one
another for resources and even sometimes warring with
one another.
There is limited direct communication or contact between
hives, and what exists is usually a prelude to violence.
That said, the breakthroughs of one hive usually filter
to the rest over time. Each hive is keenly interested in
cephalomek developments and will go to great lengths to
acquire them. Through spies and the mental domination
of captives, discoveries eventually pass to the wider
cephalyx. There have also been rare occasions when
the exulons of rival hives have temporarily put aside
disagreements to act in concert, such as to confront a
large intruding Convergence force.
Though frequently at odds with one another, the cephalyx do
possess a shared identity. In circumstances where they unite
against a mutual threat, there is inevitably competition for
MONSTROSITY & DRUDGE WEAPONS
supremacy among leading exulons. A stronger hive might
seek to absorb a weaker one during such a conflict, as a desire
to dominate and control is endemic to cephalyx culture.
The interactions and politics of the cephalyx are difficult to
understand for outsiders, who often cannot comprehend
their motivations. Yet each ruling cephalyx is a highly
intelligent being who has lived for hundreds of years and
absorbed countless lesser minds while augmenting his own.
Their actions are ultimately rational, if frequently enigmatic.
Life in the Hive
There is no question that cephalyx are a distinct species.
Outsiders view them as alien beings, and this attitude is
not without basis. Even such exotic races as the skorne
have more in common with western Immorens human
kingdoms than do the cephalyx. Referring to their city-
states as hives is particularly apt, as the cephalyx are as
efficient, organized, and methodical as the most complex
social insects.
Regardless of their roles, individual cephalyx spend the
vast majority of their conscious hours laboring at the
tasks set before them with apparently tireless diligence
and focused attention. The way they approach their work
would be considered obsessive by human standards. This
is an essential aspect of cephalyx nature, instilled in them
culturally and also arising from traits deliberately selected
for through countless generations.
Cephalyx require brief regular periods of inactivity akin to
sleep, although this is not based on a diurnal cycle. They
are able to return to full consciousness very swiftly. Most
cephalyx retreat to a secure place for this cycle. A resting
cephalyx is surrounded by guardians such as drudges, and
their mental barriers remain active even in this state.
27
 Will to Dominate
Cephalyx Gender,
Reproduction, and Maturity
Cephalyx are born with vestigial aspects of the biological
sexes, although this distinction is largely meaningless. Gender
as a concept does not exist among the cephalyx, and they do
not identify themselves as male or female. For purposes of
language clarity, individual cephalyx might be identified as
a specific gender. Exulon Thexus is referred to as male, for
example. But this concept plays no role in cephalyx culture.
Reproduction is handled entirely in laboratories set aside by a
hive specifically for that purpose, tended by specialized low-
caste technicians. All members of a hive contribute genetic
material sufficient for ongoing production of new cephalyx.
Artificial reproduction requires delicate procedures with a
higher success than failure rate. Cephalyx cannot reproduce
at anywhere near the speed they can create drudges, or even
monstrosities, from captive subjects.
Cephalyx have the means to accelerate growth and
development rapidly in newborn and young cephalyx,
during which time the young are kept in an isolated nursery.
Telepathic methods of education allow them to be ready for
their initial assigned roles. An immature cephalyx can be
transformed into one sufficiently mature to enter cephalyx
society in a few short years.
It takes far longer for a cephalyx to develop the mental and
psychic sophistication to advance beyond initial, usually
rudimentary, tasks. A cephalyx might remain in the same role
for decades before transitioning to a higher function. If a hive
is experiencing a specific lack, focused efforts can be made
to transition the most capable members of a lower caste. This
is typically done only after a hive endures severe casualties.
There is no appreciable concept of leisure time or
entertainment among the cephalyx, and what pleasure they
derive from life appears to come entirely from accomplishing
the tasks they have chosen or have been ordered to undertake.
There is no apparent art, music, poetry, or sculpture in
this society, nor any other activities that might suggest an
imagination applied to anything other than specialized
branches of science. Their attitude can be seen in even simple
matters such as basic sustenance. Cephalyx have developed
an assortment of subterranean flora and fauna that provide
the nutrition necessary to sustain life. The cephalyx do not
eat in a traditional manner but instead create a nutrient-
rich sludge they periodically introduce directly into their
digestive systems. The same methodology is applied to
sustain drudges and monstrosities.
As a society the tasks undertaken by cephalyx occupy an
atypically narrow range, with far less diversity than most
28
surface races. Aside from individuals assigned to regulate
the basic tasks required to maintain the infrastructure of a
hive, all cephalyx spend some portion of their active labor
practicing cephalomek. An individuals skill and knowledge
dictates the difficulty and complexity of the procedures
he undertakes. The diligence and all-consuming nature of
this activity is comparable to the zeal with which religious
communities practice their faiths. While cephalyx worship
no deity and appear to have no religion, they approach the
studies of anatomy, surgery, and engineering, which together
comprise cephalomek, with unwavering devotion.
There are virtually no formalized rituals practiced by
cephalyx, an extension of their rigid pragmatism. Similarly,
they have shown a narrow range of emotional expression,
demonstrating nothing akin to joy, sorrow, rage, or love.
The emotions they do experience are not always analogous
to those of the surface races and are internalized rather than
openly expressed. Even when engaging in violence, the
cephalyx exhibit a methodical calm that is often even more
chilling to the outsider enemies they confront.
Cephalyx are supremely cerebral beings. It is frequently the
case that they spend considerable time in focused thought,
applied either to the task at hand or to theoretical exercises.
Most cephalyx have the capacity to focus mental energy on
multiple tasks simultaneously. This trait becomes stronger
as a cephalyx ages and particularly as he undergoes cerebral
augmentation. A cephalyx who appears to be performing
a relatively rote tasksuch as amputating the hands of
captives to replace them with automated weaponry
may also be engaged in complex mental exercises such as
planning hypothetical experiments.
Hierarchy and
Advancement
Cephalyx society remains hierarchical, with population
controls in place to ensure the number of cephalyx is
adequate for the hive to be self-sufficient and accomplish
the goals of the exulons. Populations can be reduced in times
of scarcity, either by limiting reproduction or, in extreme
cases, by eliminating extraneous members of the lower
castes. During prosperous times, populations are allowed
to slowly increase. Drudges and monstrosities, as military
assets, are created or eliminated as needed, though each
hive seeks to maintain sufficient strength that it can both
defend itself and conduct required offensive operations.
Every cephalyx is expected to fulfill his assigned role with
efficiency and intelligence. The lowest castes of cephalyx are
watched over with close scrutiny by those above them, and
they must prove superlative at their tasks in order to have
any hope of moving up. Though all cephalyx have some
degree of ambition, not all are equally capable of achieving
their desired upward mobility.
Cephalyx society is rigid, and required functions must
be filled, but individuals are not locked into a single role
indefinitely. It is intrinsic to cephalyx society that those
with sufficient mental acumen and power can rise. Younger
cephalyx are slated to the lowest castes and must spend
years performing basic supervisory tasks or rote functions
their superiors would consider demeaning. In the course
of such work, cephalyx refine their initially rudimentary
mental powers and learn cephalomek, starting with the
most basic and crude of surgical techniques. Eventually
those who prove their skill might be entrusted with more
challenging tasks and perhaps elevated to a different role,
while newer cephalyx occupy their former position.
Advancement typically requires lengthy labor and focused
self-improvement. There are significant barriers to further
advancement at each level of the hierarchy. These may
require a cephalyx to undergo surgical augmentation
to expand his brain and unlock new powers. Such
opportunities must be earned, and not every cephalyx
responds to cephalomek augmentation identically. Some of
these procedures carry a risk of death or madness, and a
cephalyx who is unable to perform a useful role for the hive
after surgery is eliminated. Over centuries, a cephalyx who
successfully advances multiple times can become a very
different entity, transformed both physically and mentally.
Some brains are more responsive to expansion, although
most can be improved by several orders of magnitude over
a cephalyxs lengthy lifespan. Generally the hives leaders
must authorize augmentative procedures, though some
cephalyx seek them without approval. There are always
more cephalyx eager for augmentation and advancement
than there is actual need for them, and in any hive there is
a limited number of experts capable of performing the most
advanced of brain surgeries. The vast majority of cephalyx
are incapable of successful self-augmentation and therefore
must rely on their seniors in order to advance. Casualties in
times of strife can be useful to disrupt stagnation in a hives
hierarchy and open chances for advancement.
Cephalyx are still individuals, each more suited to certain
tasks than others. Mid-tier cephalyx who are particularly
adept at a given field may find themselves mired at that
level until they can impress superiors or demonstrate
unusual initiative. Similarly, many cephalyx are unsuitable
for leadership roles, even after an extended lifetime.
They may find satisfaction in experimental research and
seek advancement purely for cerebral reasons without
a compulsion to dominate their peers. Such evolved
specialists can advance far in a hive and assume essential
positions. Each hive includes a small number of senior
cephalyx who are afforded special considerations by the
exulons and who answer only to them. Such cephalyx have
considerable status but might not possess any authority
outside their field of specialization.
Hive Caste Tiers
A hive comprises myriad roles, but many include cephalyx
who are essentially equivalent in status. These tiers are
not formally named structures within the hierarchy, but
the strata of a hive are well understood by members.
Though placement in a role or caste is initially assigned,
the most important aspect of a cephalyxs changing status
is his mental advancement and power. Only leaders with
sufficient mental strength to dominate subordinates remain
in those positions. Individuals who have exceeded the
ability of a superior to control them will invariably rise in
station unless that rise is opposed by hive leaders.
In cases where a rising member of a hive cannot be
placed in a useful role and where his mental power and
ambition disrupts the goals of the leadership caste, a
struggle of wills inevitably ensues. Those who remain
defiant when they are confronted by higher-caste cephalyx
invariably provoke a deadly contest of psychic power.
This is the cephalyx equivalent to law enforcement; open
defiance is dealt with swiftly and irrevocably. Dissent and
disagreement within a hive are not allowed at any level
below exulon. Even among exulons, extended periods in
which consensus cannot be achieved will result in violent
conflict until the minority is defeated.
Hive Infrastructure Tier
The lowest castes of a hive are those involved in overseeing
fundamental infrastructure and maintenance. The tasks
they supervise include growing food crops, managing
waste elimination (including handling the dead), expanding
and repairing a hives tunnel network, constructing new
laboratories or living areas, and overseeing reproduction
centers. Many of these duties are given to the youngest
cephalyx or those at the lowest end of mental advancement,
including older cephalyx who have failed to augment
their minds or who damaged their brains via accidents or
mistakes during augmentation procedures.
These basic tasks are vital to a hive, and it is expected that
they be attended to with exacting diligence. The lowest-
status members of the leadership caste are assigned to
supervise cephalyx in these roles. Their only hope of
advancement is demonstrating superlative performance
both theirs and their subordinates.
No true cephalyx, even among the lowest and most
junior members, ever engages in physical or menial labor.
Physical tasks are instead performed by enslaved drudges
or monstrosities, which are supervised and controlled by
cephalyx of the lowest caste. One essential function of low-
caste cephalyx is to acquire, modify, and direct drudges that
can perform this work. Mastering the surgical creation of such
drudges is therefore one of the first things a young cephalyx
must learn to do, a first step in the long process of mastering
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 Will to Dominate
cephalomek. With aptitude and decades of practice, these
cephalyx might move from hacking into prisoners in dark,
squalid rooms to performing advanced cephalomek on
cephalyx brains in pristine laboratories and surgical suites,
but only if they can advance beyond the lowest caste.
Drudges are employed for all manner of menial tasks,
including excavating tunnels, carrying equipment,
harvesting food, and serving as disposable weapons for
hive defense. Monstrosities are more valued resources than
drudges, requiring more effort to create and maintain, and
thus they are present in much smaller numbers in a hive.
However, they can also be employed for menial labor,
typically for tasks requiring their prodigious strength.
Several highly specialized roles exist within this lowest caste.
Reproduction centers, for example, represent a relatively
advanced function that is low in status. Those assigned to
oversee reproduction are invariably older cephalyx who
have not risen in stature within the hive. Most techniques
practiced here are simple and represent basic cephalomek,
although those who practice these sciences know there are
unique challenges and difficulties to hive reproduction.
Exulons often place cephalyx noted for high reliability but
low ambition in this role.
Perhaps the most mysterious and loathed caste of cephalyx
are the preservers, a minority of highly specialized and
advanced cephalyx whose sole task is the acquisition and
storage of knowledge. All preservers have undergone
substantial cranial adjustments and improvements,
although along lines entirely different from those of other
castes. Preservers are among the lowest caste of cephalyx
because they regularly violate taboos against direct contact
with flesh. They interact directly with brain matter and
possess specialized appendages and related tools that allow
them to interface with living brains as well as to section and
shave brains of the deceased for detailed absorption. Many
cephalyx can telepathically probe the consciousness of lesser
beings and strip memories, but for the majority this is an
inexact and unreliable process. The most powerful cephalyx
are likely to damage lesser minds before recovering useful
information. Preservers are far more adroit at extracting
such information.
Though captive subjects with unusual minds or
information might be delivered to the preservers so their
brains can be sectioned for absorption, preservers focus
mainly on accumulating and maintaining lore generated
by the cephalyx themselves. Research leaders in particular
are required to regularly transmit their findings to the
preservers. Additionally, members of this caste are
sometimes contacted by leaders who wish to telepathically
access their memory archives, usually to acquire detailed
lore on rare or specialized cephalomek procedures.
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Priority Operations Tier
The majority of hive members exist at this tier, which
includes most castes of mature cephalyx involved in
ongoing projects of interest to the exulons, including
research. Most cephalyx spend the majority of their active
time practicing cephalomek. This can include engaging
in surgical procedures to innovate new drudges, refining
techniques for creating better monstrosities, assisting in
procedures related to mental augmentation, or conducting
cephalomek experiments. All of these activities rely on a
steady influx of captured experimental subjects, some of
whom might survive to be subjected to a multitude of
successive procedures.
This is a very broad tier but includes the work deemed the
most important ongoing efforts of a hive. This tier has many
strata of status, and most cephalyx spend their lives moving
slowly from one to another of these layers. A cephalyx
can shift from one project to the next before petitioning
for the right to conduct research of their own choosing.
Cephalyx such as mind benders, agitators, dominators,
and particularly experienced mind slavers are examples
of cephalyx at this tier, which also includes fleshforgers,
reprocessors, and oppressors.
The lowest strata within this tier involve work on relatively
basic or low cephalomek. The simplest tasks such as rote
drudge creation or drudge modification are lower-caste
activities; although common and necessary, these types of
surgery are seen as akin to butchery and carry little esteem.
Other projects involve theoretical and experimental tasks
such as innovating new ways to condition or fabricate
drudges, experimenting with different alchemical or
surgical methods of domination and restraint, and so on.
Monstrosity fabrication is a more advanced task and carries
proportionately greater status, although practitioners are
still working with well-established cephalomek techniques.
The most esteemed cephalyx in this field are those seeking
to develop new and more advanced types of monstrosities
or to push the bounds of what is attainable within the limits
of the creatures physical frames.
The highest-status tasks in this tier involve work on the
brain, in particular the enhancement of cephalyx intelligence
and psychic powers. Such work is jealously guarded
and usually conducted by only the greatest masters of
cephalomek. Though it is sometimes done, cephalyx of this
tier find it difficult to attempt to augment their own brains
without the approval of their superiors. Although the desire
for self-improvement often fuels a cephalyxs ambition to
join the leadership caste, it is not uncommon for highly
skilled cephalyx to devote a lifetime of work to augmenting
exulons, never once themselves benefiting from the results
of their research.
A hive allows for only a small number of extremely advanced of hive leadership and are held responsible for all failures of
cephalyx to rise beyond the oversight of overlords, most the cephalyx under their charge.
notably cognifexes and mechanifexes. Cognifexes are among
Overlords are in continual competition with one another
the most intelligent and mentally powerful of cephalomek
and are frequently reassigned as performance is evaluated.
practitioners who have not assumed the responsibility of
They are usually organized into trios, each member seeking
governing an aspect of the hive. They are autonomous in
dominance over his peers. This is thought to refine ambition
running advanced research projects, sometimes collating
and ensure that the strongest minds excel. It also prepares
the findings of multiple facilities. Mechanifexes occupy a
overlords for the mental clashes they will face at the higher
similar niche, with a focus on mechanical applications.
levels. Dominance within an overlord trio may periodically
While cephalyx are primarily obsessed with surgical tasks,
change, but experienced overlords settle into more stable
their laboratories require an array of mechanical, chemical,
groupings, with one clearly dominant. It is crucial that any
biological, and psychic power sources to run complex
internal competition among overlords not interfere with
machinery, all of which must be fabricated to exacting
vital projects. Overlords who forget this face harsh reprisals
standards and maintained. Mechanifexes are capable of
by hive leaders, potentially including immediate execution.
advanced cephalomek and wield an array of psychic powers
but also possess specialized lore in machine systems. Akulon Occupying an intermediary leadership caste are
akulons, who serve the exulons by regulating multiple
Cephalyx at the highest level of this tier have limited direct
teams of overlords. They are expected to pay detailed
authority, yet they exercise considerable influence through
attention to the day-to-day tasks under their purview so as
the overlords regulating their projects. Knowing these
to free the exulons for higher thought. An exulon might be
individuals answer to a higher authority, overlords make
served by one to four akulons, so there are very few in most
every effort to facilitate their work and eliminate anything
hives. Every akulon serves a specific exulon to whom he is
that would interfere.
tightly bound by psychic compulsions.

Leadership Tier Overlords who distinguish themselves over the decades

The highest tier is occupied by the leadership castes, who
jealously guard their positions and reserve the right to
regulate the actions of subordinate cephalyx. There are
several levels of leadership within a hive, and the gulf
between them is substantial. Upper-tier leaders have every
motivation to discourage elevating potential rivals. There
are a wide variety of circumstances whereby higher-ranking
members of this tier might eliminate those lower than
themselves without consequences. Entering the leadership
tier means walking a tightrope. These cephalyx must prove
to be capable, powerful, and useful to their hive but also not
a threat to the goals of their superiors. It can take centuries
for cephalyx to rise to the top of the leadership caste. More
are destroyed than succeed.
Overlord The lowest caste of cephalyx leadership is
occupied by overlords. They are given oversight of any
tasks requiring the coordination of multiple cephalyx. All
overlords oversee subordinates working on a single task or
project, but there is considerable variance in their status.
An overlord assigned to manage waste elimination would
be far lower in status than one assigned to a high-priority
research project.
Any sufficiently experienced cephalyx who has refined his
psychic powers can petition hive leaders to join the ranks of
the overlords, though few are accepted at any given time.
Being an overlord is a transitional state for cephalyx, as
these subordinate leaders are always being evaluated. It is
a probationary role in which they are learning the demands
might be elevated to akulon. This requires the direct
intervention of an exulon, who authorizes an extensive
augmentation cycle. Members of this caste must stand ready
to dominate entire groups of cephalyx, enforcing obedience
and quashing discordant ambitions.
Silexus Large hives sometimes elevate an akulon to the
higher rank of silexus. A silexus in this special coordinating
role is empowered to resolve disputes over allocation
of resources between the various akulons. Each serves
as a gatekeeper for the exulons and ensures that they are
disturbed for only the most critical problems. Selected for
their decisiveness and crushing mental presence, silexus are
formidable battlefield combatants. When a hive is engaged
in a protracted battle, a silexus might be elevated to serve as
supreme battlefield commander in the absence of exulons.
Nominating a silexus requires an exulon consensus, and a
silexus serves the consensus and the hive rather than any
specific exulon. Not all hives utilize this rank.
Exulon The supreme rulers of a hive and of the cephalyx
in general, exulons are the topmost caste and the elite of
their species. This supremacy is most notably reflected in the
powerful psychic powers exclusive to them, which require
extensive augmentations and regular alchemical treatments.
Exulons benefit from special rejuvenating processes that give
them unsurpassed longevity and immunity to diseases.
The mind and will of an exulon are powerful enough to
subjugate members of all lesser castes, and the greatest
exulons can endure mental assault from multiple junior

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 Will to Dominate
rivals. Exulons have an enhanced ability to control
monstrosities and drudges in battle and can augment
multiple allies at once through their telepathic powers. The
cost for these abilities is a persistent hunger for the energies
of intelligent minds. This craving exists among other upper-
caste cephalyx but is strongest among the most powerful
exulons, who must regularly feast on mental energies to
maintain their power.
Members of this tier do not work well together: most hives
can maintain equilibrium only under the direction of a small
group of exulons, and some hives are governed by a single
exulon for this reason. Exulons are loathe to allow others to
join their ranks, and the rise of a new exulon is most often
a matter of individual initiative by a veteran akulon or
silexus, usually requiring secret efforts at self-augmentation
and breaking loyalty conditioning. A mind at this level has
reached an evolved state that can no longer endure external
domination. Therefore, exulons are not promoted but rather
begrudgingly acknowledged. This transition is dangerous,
as standing exulons may prefer to destroy someone
aspiring to join their ranks unless persuaded of a benefit to
themselves and the hive.
Among hives with more than one exulon, the idea of
consensus is an essential part of internal politics. Each
exulon is allowed and expected to run private projects,
but major actions involving the coordinated effort of large
32
segments of the hive require exulons to work in concert.
Without consensus, higher-caste subordinates may interpret
efforts to enforce coordination as hostile overtures.
Meetings between exulons to achieve consensus are tense
and potentially deadly. Matters are debated in a way that
employs raw telepathic will, and arguments between
exulons are invisible battles, conducted by way of telepathic
probes, mental assaults, and psychic deflections. Consensus
may arise naturally but more often requires mental battery
and pressure, with the winning side forcing the losing side to
acquiesce. Victory in psychic debates usually goes to the most
numerous side, but not always. The strongest minds with
the greatest conviction win consensus if they can succeed in
eroding oppositional resistance. An exulons status among
his peers can quickly rise or fall amid these meetings.
Military of the Cephalyx
The cephalyx have not created specific castes or roles to
handle hive defense; the concept of a military is foreign to
them. Instead, nearly every member of a hive is expected
to contribute to hive defense and to obey orders regarding
aggressive actions conducted beyond the hive. No caste is
exempt from this obligation, though in practice some, such
as the preservers, rarely participate.
The same leadership roles by which a hive is governed come
into play in defensive or aggressive actions. Most often the

Cephalyx Warcasters
Some cephalyx have the ability to directly control multiple
monstrosities and wield formidable powers that can transform
a battlefield. Their telekinetic abilities can deflect incoming
weaponry as efficiently as any power field. Such individuals
can fight on par with Iron Kingdoms warcasters, though the
cephalyx themselves do not consider them warcasters. Such
powers are unlocked by the augmentation of the cephalyx
brain; they are not rooted in an unpredictable and rare
inborn talent, nor do these cephalyx leaders have an affinity
for cortexes or mechanika. The ability to telepathically
control and direct monstrosities is an extension of the mental
abilities of these upper-caste cephalyx, not dissimilar from
controlling drudges.
Cephalyx do not technically cast spells or wield magic, though
the psychic powers they manifest function similarly and can
be similarly affected or disrupted. What appear to be spells
employed by individuals such as Exulon Thexus are rather a
manifestation of formidable and versatile psychic abilities.
For this reason, when cephalyx unleash these powers there is
no manifestation of spell runes, only a sickly purple radiance.
overlords are tasked to lead, to regulate lesser cephalyx
and ensure victory. In these engagements the overlords fear
disappointing the exulons more than they fear the efforts
of the enemy. Cephalyx are prone to underestimating their
enemies, all of whom they view as inferior beings, but
experienced cephalyx understand that even lesser beings
can be dangerous.
Regardless of caste or role, cephalyx are loathe to place
themselves directly in harms way unless forced to do so
by the mental compulsion of a superior. The preferred
cephalyx approach is to make heavy use of drudges and
monstrosities as an expendable resource to spend against
their adversaries. Yet inevitably in battle some cephalyx
may fall. Cephalyx are self-centered in this regard, little
fazed by the deaths of their peers. Higher castes are quite
callous toward the necessity of expending members of
lower castes. Even as a mind slaver views a drudge as a
useful but disposable military asset, an overlord views the
mind slaver in the same way.
That said, the leadership castes keep an accurate accounting
of a hives population and know the difficulties and costs of
replacing key personnel. Cephalyx pragmatism ensures they
will risk vital hive resources only if the goal is of sufficient
importance. Ranking cephalyx will not hesitate to retreat
and surrender ground if necessary and are untroubled by
human concepts like honor, pride, and duty. Any cephalyx
seen fighting to the death in battle is invariably one who has
been mentally compelled to do so by his superiors.
Most cephalyx are battle-ready without additional training
or preparation, able and willing to make use of their mental
powers and their surgical expertise and tools if need be.
With knowledge of anatomy, cephalyx can quickly and
efficiently kill other living things, requiring nothing more
than a small slice to a major artery. Some castes, however,
are more specifically oriented toward hive defense. All
mind slavers are expected to maintain a roster of battle-
ready drudges to serve as the most numerous of a hives
soldiery. Drudges usually employed for other tasks can be
very quickly outfitted for battle.
Agitators serve a hive by seeing to the disposition of
monstrosities, ensuring they are delivered as required and
augmenting them in battle. Dominators serve a special role
predicated on enslaving highly skilled outsiders. Besides
providing reconnaissance, access to these non-cephalyx
gives a hive an arsenal of unusual tactics. A dominator can
use the slaves in myriad ways, including sending dominated
troops to blend in with the enemy to discern their plans.
Cephalyx prefer to engage with small to medium-sized
forces. Most cephalyx raids are comprised of a relatively
small number of cephalyx supported by a larger number
of drudges and a few monstrosities striking against poorly
defended periphery human and Rhulic communities.
Stronger hives can muster entire armies, however, though
they rarely do so. One of the greatest strengths of the
cephalyx in these engagements is internal cohesion and
instantaneous communication, facilitated by telepathic
orders. The fact that drudges are directly controlled means
they are capable of perfect, silent coordination.
The cephalyx are not a militarily regimented society, and
disparate elements sometimes engage enemies in a less
ordered manner. This can put them at a disadvantage
against disciplined foes like the Convergence or the elite
troops of kingdom armies. The cephalyx are most effective
when able to ambush or strike from a position of surprise,
applying their mental powers and using raw psychological
shock to demoralize the enemy. They prefer to strike quickly
and overwhelmingly and withdraw back to a hive; they are
not as well suited for protracted engagements.
However, a hive fighting to defend its core assets can be
truly formidable and intractable. Supported by powerful
ruling cephalyx and able to rely on their surgical theaters, the
cephalyx can prove extremely resilient. When fighting close
to the hive, cephalyx send their injured back to be treated
and then returned to battle, essentially eliminating non-fatal
casualties and giving the impression of far greater numbers
than they actually possess.
33
 Cephalyx Rules & Theme Force
Cephalyx
Warcasters
Cephalyx warcasters do not control battlegroups of
warjacks. Instead they control forces of surgically altered,
mechanically enhanced giants colloquially known as
monstrosities.
Cephalyx Warcaster
Special Rules
Cephalyx warcasters can control only monstrosities and
cannot control warjacks. A Cephalyx warcaster can allocate
focus points to monstrosities in his battlegroup as if they
were warjacks. A Cephalyx warcasters warjack points can
be used on monstrosities even though they are not warjacks.
In addition to their other special rules as warcasters,
Cephalyx warcasters have the following special rule:
Healing
At any time during its activation, this model can spend focus
points to heal damage a monstrosity in its battlegroup that is
in its control area has suffered. For each focus point spent this
way, remove 1 damage point.
Monstrosities
Monstrosities are classified according to base size: a light
monstrosity has a medium base (40mm), and a heavy
monstrosity has a large base (50mm). Even though it is
assigned to a specific battlegroup, each monstrosity is an
independent model.
Monstrosity
Special Rules
Monstrosities are not warjacks and do not have a cortex.
Monstrosities can be controlled only by Cephalyx warcasters.
Monstrosities are living models.
Monstrosities are so utterly dominated by their Cephalyx
masters that they lack even the rudimentary capacity for
free will required to form bonds.
Additionally, monstrosities have the following special rules:
Damage Grid
Monstrosities have damage grids like warjacks.
Destroyed Monstrosity
When a destroyed monstrosity is removed from the table it
is not replaced with a wreck marker.
Fearless
Though it does not appear on their stat lines, all monstrosities
have the Fearless advantage.
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Monstrosity Damage Key
On a monstrositys damage grid, the following letters
represent the monstrositys systems:
B: Brain
L: Left arm weapons system
R: Right arm weapons system
H: Head weapons system
M: Movement
A monstrosity with a crippled brain (B system) loses
any focus points on it and cannot be allocated focus
points. It cannot spend focus points for any reason.
Monstrosities with crippled left arms, right arms, heads,
or movement suffer the same penalties as warjacks do
(see WARMACHINE: Prime MkII).
Brain
This model can be allocated focus. This model can have no
more than 3 focus points at any time as a result of allocation.
This limit does not apply to focus gained by means other
than allocation.
Unless otherwise stated, this model can spend focus only
during its activation.
Focus: Additional Attack
This model can spend focus to make additional melee or
ranged attacks as part of its combat action. It can make one
additional attack for each focus point spent.
Focus: Boost
This model can spend 1 focus point to boost any of its attack
rolls or damage rolls during its activation. Add an extra die
to the boosted roll. Boosting must be declared before rolling
any dice for the roll.
Focus: Shake
During your Control Phase after allocating focus, if this model
is knocked down it can spend 1 focus point to stand up.
During your Control Phase after allocating focus, if this
model is stationary it can spend 1 focus point to cause the
stationary status to expire.
Monstrosity Power Attacks
This model can make power attacks. To choose the power
attack option for its combat action, it must spend 1 focus
point. All monstrosities can make the slam, head-butt,
and push power attacks. Heavy monstrosities can make
the trample power attack. Monstrosities with at least one
non-crippled weapon with the Open Fist weapon quality
can make headlock/weapon lock and throw power attacks.
Monstrosities with two non-crippled weapons with the
Open Fist weapon quality can make double-hand throw
power attacks.
Cephalyx Warcaster
Destruction
If a Cephalyx warcaster is destroyed or removed from the
table, the monstrosities in his battlegroup become inert like
warjacks and can be reactivated like warjacks.
puppet masters
Army Composition
An army constructed under the Puppet Masters contract
can include Cephalyx models/units. Additionally, the
army can include up to one non-Cephalyx Mercenary
unit if that unit includes a Cephalyx DominatorUA.
Increase the FA of Cephalyx Mind Slaver & Drudge
units by+1.
Increase the FA of Cephalyx Overlord units by+1.

Mercenary Special Rules

Units that include Cephalyx Dominator UAs gain
Contract Advance Deployment .
To field a Cephalyx army, you must choose either the
Cephalyx contract or a Theme Force. The contract and Theme The army can also include Bloat Thrall, Machine Wraith,
Forces include rules for building the army. In addition to the and Pistol Wraith solos. These solos are considered to be
guidelines presented in a contract or Theme Force, Cephalyx friendly Mercenary models instead of Cryx models.
armies follow all the normal army composition rules.

The complete rules for Theme Forces can be found in

WARMACHINE: Prime MkII. The complete rules for
contracts can be found in Forces of WARMACHINE:
Mercenaries.

Exulon Thexus
Will of Darkness

Warjacks: Mercenary non- Units: Cephalyx units

character monstrosities Solos: Cephalyx solos

Tier 1 Tier 3
Requirements: The army can include only the models Requirements: The army includes four or more units.
listed above.
Benefit: Add a Cephalyx Agitator solo to the army free of
Benefit: Cephalyx Overlords become FAU. Additionally, cost. This solo does not count toward FA restrictions.
the army can include up to one non-Cephalyx Mercenary
unit if that unit includes a Cephalyx DominatorUA. Tier 4
Requirements: The army includes two or more Cephalyx
Tier 2 Overlord units.
Requirements: The army includes one or more Cephalyx
Benefit: Increase the FA of Cephalyx Dominators
Mind Slaver & Drudge units.
by1. The army can include up to one additional non-
Benefit: Cephalyx Mind Slaver & Drudge units gain Cephalyx Mercenary unit if that unit includes a Cephalyx
Ambush. (You can choose not to deploy a unit with Ambush DominatorUA.
at the start of the game. If it is not deployed normally, you
can put it into play at the end of any of your Control Phases
after your first turn. When you do, choose any table edge
except the back of your opponents deployment zone. Place
the unit with Ambush within 3 of the chosen table edge.)

Permission is hereby granted to create reproductions of this entry for personal, non-commercial use only.

35
 Exulon Thexus
Mercenary Cephalyx Warcaster
A mind which will not bend will be shattered.
Exulon Thexus

Feat: Spells Cost RNG AOE POW UP OFF

THEXUS
SPD STR MAT RAT DEF ARM CMD
Telekinetic Tide
6 4 5 4 14 14 10 The mental powers of Exulon
Thexus are vast and nearly
Prosthetic Blades inexhaustible, and through
POW P+S them he can reach into the
5 9 world to seize hold of his
enemies andmanipulate them
Focus 8
at will. Transformed into mere
Damage 15
pieces on a game board, his
Field Allowance C
enemies are helpless to resist
Warjack Points +5 the tide of his arcane might.
Medium Base
Push each enemy non-
warlock, non-warcaster
model currently in Thexus control area 2 in any direction.
Deceleration 3 Self Ctrl No No
While in this models control area, friendly models gain +2 DEF and ARM
against ranged attacks. Deceleration lasts for one round.
Hex Blast 3 10 3 13 No Yes
Enemy upkeep spells and animi on the model/unit directly hit by Hex
Blast immediately expire.
Influence 1 10 No Yes
Take control of target enemy non-warcaster, non-warlock warrior model.
The model immediately makes one normal melee attack, then Influence
expires.
Psycho Surgery 2 Self Ctrl No No
Each model in this models battlegroup currently in its control area
immediately heals d3 + 1 damage points. This spell can only be cast once
per turn.

Mercenary This model will work for Cryx.

Rampager 3 10 No Yes
Take control of target enemy non-character warbeast. You can make one
Selective This model can be included only in Mercenary full advance with the warbeast and can then make one normal attack with
Contract armies that list Cephalyx as possible members. it, then Rampager expires. While the warbeast is affected by Rampager,
it cannot be forced and you cannot use its animus. Rampager can be cast
THEXUS only once per turn.
Pathfinder Telekinesis 2 8 No
*
Place target model completely within 2 of its current location. When
Aggressive Reaction While one or more enemy models
Telekinesis targets an enemy model, it is an offensive spell and requires a
are in this models command range, models in this models
magic attack roll. A model can be affected by Telekinesis only once per turn.
battlegroup can run or charge without spending focus.
Sacrificial Pawn [Monstrosity] When this model is directly hit
by an enemy ranged attack, you can choose to have one friendly, Tactical Tips
non-incorporeal Monstrosity model within 3 of this model
directly hit instead. That model is automatically hit and suffers Hex Blast Because they expire immediately, upkeep spells and
all damage and effects. animi that had an effect when the model/unit was hit or damaged
will have no effect.
Spell Driver When this model casts a spell, it can channel
the spell through another model in its battlegroup that is in Rampager You cannot free strike a model you control.
its control area. Once a spell is cast this way, the model it was
channeled through suffers d3 + 1 damage points.
mental inferiors and manipulating his rivals in order
to surpass or destroy them. Now Thexus feels he has
Possessed of the most crushingly powerful intellect of his
augmented his brain as far as he can through customary
kind, Exulon Thexus is an unconventional member of the
means; he intends to be the first of his kind to achieve
cephalyx elite. He has arisen to lead his hive and has restored
transcendence into a creature of pure thought. He pursues
them to greatness by entering into an unprecedented
this without regard for the small-minded taboos of his peers.
alliance with Cryx. Thexus is both uncompromising and
Thexus sees within the Convergence of Cyriss a possible
pragmatically efficient, quite willing to send his minions to
key to the first gate barring his way, and he engages this
their destruction to further his long-reaching plans.
enemy with driven persistence.
His refusal to accept the limitations of the flesh drove the
Though Thexus does not hesitate to join battle personally,
exulon to indulge in radical methods to surpass them.
he is protective of his mortality. He prefers to observe from
Though all exulons augment their brains to magnify their
a distance, allowing subordinates and monstrosities to clash
psychic powers, Thexus has gone far beyond his peers,
while he manipulates mental tethers to arrange for victory.
enduring dangerous and excruciating procedures to expand
He plucks pieces of the enemys battle plan from the minds
his brain mass. The power he wields has given him a
of its living soldiers and can focus on a dozen simultaneous
ravenous hunger that drives him to consume the psyches of
events to orchestrate a perfect outcome. Thought is raw
his foes. Nothing gives him more satisfaction than rending
power to Thexus, and his intellect is so terrible his mere
and absorbing lesser minds to feed his own. After he has
presence on the battlefield causes his enemies mental pain.
siphoned their thoughts and memories, he casts aside the
Those who fall directly under the lens of his telepathic
empty living husks to be transformed into drudges.
scrutiny are torn apart by waves of pure psychic force.
Having existed for over four hundred years, Thexus has
shrewdly negotiated the politics of his kind, dominating

36
37
 Subduer
Mercenary Cephalyx Heavy Monstrosity
We require new flesh. Our greatest living tools will bring it to us.
Fleshforger Lexulus

SUBDUER
SUBDUER Tactical Tip
SPD STR MAT RAT DEF ARM CMD Eyeless Sight Catch Any distance means as much as necessary, not any
5 10 5 4 10 17
Net Launcher distance the player chooses.
Net Launcher Catch If this weapon
RNG ROF AOE POW directly hits an enemy
L 6 1 3 model with an equal or eyelessly tracks those trying to slip beyond the grasp of its
Impaling Blade smaller base, immediately masters, following their movements silently from behind its
POW P+S after the attack is resolved solid helmet. Its massive net launcher allows it to capture
R 6 16 the model directly hit can
these victims from a distance. When fired, the weighted net
be pushed any distance
DAMAGE directly toward this model. slices through the air to envelop targets in a mesh of taut
1 2 3 4 5 6 After the model directly steel and drag them screaming back to their fate. Captives
hit is moved, this model the cephalyx deem suitable for experimentation are secured,

can make one normal
while those found wanting are efficiently eliminated with a
melee attack against it.
After resolving this melee single, whistling slash of the subduers bladed arm.
attack, this model can make
additional melee attacks

during its combat action.
L L M B R R Quake On a direct hit
L M M B B R against an enemy model,
all models hit are knocked
down.
Field Allowance U
Point Cost 7
Large Base Massive insensate
creations that tower
over humans, monstrosities are masterfully crafted
fusions of meat, bone, and metal. Chosen from those
who have fallen into the clutches of the cephalyx, the
subjects doomed to undergo the grueling process
of transformation are selected for their physical
stamina and mental malleability. These
procedures, which represent an investment
of weeks of work, are among the most
complex surgeries the cephalyx perform
on outsiders. Organs are cut free from
flesh and bathed in alchemical growth
solutions before being reintroduced to
a radically expanded body cavity. Flesh
is pumped with alchemical mixtures
that foster rapid tissue development
and increased bone mass and density.
The final monstrosity is several times
the mass of the original subject, its skin
and bones toughened to endure extreme
punishment. Sensory organs are carved
away and the monstrositys brain attuned to
a psycho-spectrum, allowing it to perceive its
surroundings free of the limitations of the flesh.

Few monstrosities use this superlative vision

better than the subduer. Perceiving the battlefield as
overlapping waves of psychic emanation, a subduer

38
 Warden
Mercenary Cephalyx Heavy Monstrosity
The weapons of our enemies are inconsequential as long as our protectors stand.
Agitator Hrekon

Tactical Tip WARDEN WARDEN

Follow Up This model stops moving if it contacts another model. Eyeless Sight SPD STR MAT RAT DEF ARM CMD
This model does not advance if the model slammed is destroyed Follow Up When this 5 10 5 4 10 17
by the attack. model slams an enemy Head Plate
model, immediately after POW P+S
the slam is resolved this H 4 14
The monstrosities known as wardens are a concession by model can advance directly
toward the slammed Mecha FIst
the cephalyx to the frailty of their own atrophied bodies. POW P+S
model up to the distance
Crafted to react quickly to any attack and inured to even L 4 14
the slammed model was
catastrophic injury, a warden instinctively places itself in moved. Mecha FIst
harms way to shield its makers. Muscles like corded steel POW P+S
Grand Slam This model R 4 14
soak up bullets and cannon fire, and hardened plates of can make slam power
armor can withstand the fists of a heavy warjack. After attacks without spending DAMAGE
enduring a blow, the warden retaliates with its vise-like focus or being forced. 1 2 3 4 5 6
Models slammed by this
clamps and brutal strikes of its metal-plated head.
model are moved an
additional 2.
A wardens defensive actions are purely the product of
insidious biological manipulation. The cephalyx artfully Shield Guard Once per
round, when a friendly
reconfigure the architecture of a wardens mind, enabling
model is directly hit by a
ranged attack during your
opponents turn while L L M B R R
within 2 of this model,
you can choose to have L M M B B R
this model directly hit
instead. This model is Field Allowance U
automatically hit Point Cost 6
and suffers all Large Base
damage and
effects.
This model cannot use Shield Guard if
it is incorporeal, knocked down, or
stationary.

Head Plate
Buckler
Hard Head This model can
add this weapons POW to
its head-butt and slam power
attack damage rolls.

Mecha FIst
Open Fist

it to perceive the world

through a suite of new
senses beyond anything
as crude as sight or
sound. In addition, the
monstrositys reflexes
are rewired. Autonomic
responses that once helped the subject avoid pain instead
compel it to hurl itself into the path of attacks meant for a
cephalyx. When a warden suffers too much damage to easily
repair, its makers discard it like a scalpel that has lost its edge.

39
 Wrecker
Mercenary Cephalyx Heavy Monstrosity
Such purity of purpose is a sight to behold, repugnant as its form might be.
Axis, the Harmonic Enforcer

WRECKER
WRECKER Tactical Tips
SPD STR MAT RAT DEF ARM CMD Eyeless Sight Beat Back The attacking model can advance even if the enemy
5 10 5 4 10 17
Ball & Chain model is destroyed by the attack.
Ball & Chain Reach Chain Attack: Bloodbath A model with a crippled weapon
POW P+S
Beat Back Immediately system cannot use it to make chain attacks or special attacks,
L 7 17
after a normal attack with including power attacks.
Ball & Chain this weapon is resolved
POW P+S during this models
R 7 17 When a straightforward application of brute force is needed,
combat action, the enemy
model hit can be pushed the cephalyx turn to the wrecker, a monstrosity created to
DAMAGE topple fortifications and mow through ranks of the toughest
1 directly away from the
1 2 3 4 5 6 attacking model. After the resistance an enemy can offer. Wreckers are purpose-built
enemy model is pushed,
to deal punishing blows and do it well, especially when
the attacking model can
advance up to 1. buttressed by an agitator.
Chain Attack: Bloodbath Whipping its two flail-like limbs at high speed, a wrecker
If this model hits the same carves through massed enemies and rips through the hulls
target with both its initial
attacks with this weapon, of heavy warjacks. Everything within reach is flattened and
L L M B R R
after resolving the attacks torn apart by the cruel weapons it swings. Whirling blades
L M M B B R it can immediately make are mounted in the reinforced heads of its flails, magnifying
one melee attack with this the damage dealt with each strike. The ear-splitting, high-
Field Allowance U weapon against each model
in its LOS that is in this pitched shriek the blades produce when carving through
Point Cost 7
weapons melee range. heavy armor is enough to send weak-willed soldiers
Large Base
Chain Weapon This running, and the sight of a comrade crushed and ripped
attack ignores the Buckler asunder by them causes even the stouthearted to tremble.
and Shield weapon qualities and Shield Wall.

40
 Cephalyx Mind Bender & Drudges
Mercenary Unit
The mind is a weapon. Thought is sharper than any blade, more explosive than any ordnance.
Mind Bender Glaxosk

Tactical Tip Selective This unit can be

MIND BENDER
included only in Mercenary
Magic Ability Performing a Magic Ability special action or Contract armies that list
SPD STR MAT RAT DEF ARM CMD
special attack counts as casting a spell.
5 6 6 4 14 13 9
Cephalyx as possible
members. Prosthetic Manipulators
POW P+S
Some cephalyx cabals obsessively work at the leading MIND BENDER 2 8
edge of their particular field of cephalomek to refine their Fearless
DRUDGE GRUNTs
techniques. One such group, known as mind benders, Officer SPD STR MAT RAT DEF ARM CMD
focuses on pure psychic might. After reshaping their minds
5 8 5 2 11 15 4
Pathfinder
through augmentative surgery, mind benders are capable Magic Ability [6] Battering Fists
POW P+S
of unleashing mind-destroying waves of psychokinetic
Adrenal Flood (HAction) 4 12
force through specially conditioned and modified drudges. RNG 6. Target Drudge
Officers Damage 5
They spur these drudges forward with psychic prods of grunt gains +4 MAT and
STR and can immediately Field Allowance 2
alchemically supplemented adrenaline until the drudges Bender & 5 Drudge Grunts 4
advance 4. Adrenal Flood
stand among the enemy, then broadcast their power Bender & 9 Drudge Grunts 6
lasts for one turn.
through their charges. Drudges used this way are burned Small Base
Concussion Pulse (HAction)
out instantly, their minds rendered empty husks in a flash Center a 4 AOE on this
of blinding light. model or a grunt the spell is channeled through. Other models
in the AOE suffer a POW 12 magical damage roll.
Mind benders hold a privileged position among the
Psychic Assault (HAttack) Psychic Assault is a RNG SP8
cephalyx. They possess greater mental strength than magic attack. This attack ignores LOS. Models hit suffer a
cephalyx of lesser castes, and their specialized work allows POW 12 damage roll.
them the leisure to concentrate on projects of their own Psychic Projection This model can channel spells through
choosing. Except when the overlords call them to battle, grunts in this unit that are in formation. When it does, you can
they spend their lives within cloistered operating theaters, choose up to two more of those grunts and cast the spell once
devoted to the development and refinement of their unique through each, even if the channeler is engaged. Grunts in this
unit that channel a spell this way are then removed from play.
drudges, permitted to focus on their esoteric studies in
Sacrificial Pawn [Drudge Grunt] When this model is directly
endless pursuit of mental expansion.
hit by an enemy ranged attack, you can choose to have one
friendly, non-incorporeal Drudge Grunt model within 3 of this
model directly hit instead. That model is automatically hit and
suffers all damage and effects.

DRUDGE GRUNTs
Eyeless Sight
Fearless
Tough

41
 Cephalyx Mind Slaver & Drudges
Cryx Ally Unit
We are one mind with countless appendages.
Mind Slaver Virex

Mind Slaver
Selective This unit can be Tactical Tips
included only in Mercenary
SPD STR MAT RAT DEF ARM CMD
Contract armies that list Reanimation Because the boxed model is removed from play

5 6 6 4 14 13 9 before being destroyed, it does not generate a soul or corpse token.
Cephalyx as possible
Prosthetic Blades members. Mind Slaver Because this model is an Officer, when it is
POW P+S destroyed it does not replace a grunt in its unit. Instead choose a
5 11 Mind Slaver Drudge Grunt to become the unit commander.
Fearless
Drudge Grunts
SPD STR MAT RAT DEF ARM CMD Officer

5 8 5 2 11 15 4 with Cryx, the cephalyx have had countless opportunities to
Pathfinder
refine their drudges functionality against diverse foes. Their
Drudge Weapons Anatomical Precision
POW P+S frequent battlefield presence means mind slavers have a high
When this models melee
5 13
damage roll fails to exceed
mortality rate, but they are given the freedom to perform
Officers Damage 5 the ARM of the living field experiments and thereby improve their rudimentary
Field Allowance 2 model hit, that model cephalomek. Those who survive may gain sufficient expertise
Slaver & 5 Drudge Grunts 4 suffers 1 damage point. to serve their hive in more advanced capacities.
Slaver & 9 Drudge Grunts 6 Granted: Combined Melee
Small Base Attack While this model
is in play, models in its
unit gain Combined Melee
Attack .
Reanimation When this model boxes a living enemy warrior
model with a melee attack, add one Grunt to this unit and then
remove the boxed model from play. The Grunt must be placed
in formation and within 3 of this model. The Grunt cannot
activate this turn.
Sacrificial Pawn [Drudge Grunt] When this model is directly
hit by an enemy ranged attack, you can choose to have one
friendly, non-incorporeal Drudge Grunt model within 3 of this
model directly hit instead. That model is automatically hit and
suffers all damage and effects.

Drudge Grunts
Eyeless Sight
Fearless
Tough

Among the lowest orders of cephalyx, mind

slavers regularly conduct raids to seize
prisoners who can be extensively modified
to be mentally pliable and physically
powerful. They replace slaves crude organic
sensory organs with elegant cephalomek
substitutions and often also replace their
hands with deadly integrated weaponry. The
resulting drudges follow the mind slavers
telepathic commands without hesitation.

It falls to the mind slaver caste to serve

the basic military requirements of a hive,
contributing to engagements as required.
They are also the cephalyx most often
seen fighting alongside allies such as
the Nightmare Empire. Since allying

42
 Cephalyx Overlords
Cryx Ally Unit
When beset by other horrors, a man can take comfort knowing his mind is inviolate.
The cephalyx strip even this away.
Enumerator Hyle Bryant

Tactical Tips Selective This unit can be

Leader & Grunts
included only in Mercenary
Death Toll The added Grunt can activate normally this turn. SPD STR MAT RAT DEF ARM CMD
Contract armies that list

6 6 6 4 14 13 9
Magic Ability Performing a Magic Ability special action or Cephalyx as possible
special attack counts as casting a spell. members. Prosthetic Blades
POW P+S
Leader & Grunts 5 11
Overseeing the lesser cephalyx within a hive, trios of Fearless
Damage 5 ea
overlords work to execute the will of the upper echelon with Pathfinder Field Allowance 1
utter devotion and uncompromising attention to detail. Any Anatomical Precision Leader & 2 Grunts 4
complex project or endeavor is watched over by overlords to When this models melee Small Base
ensure its success. Whether overseeing the work performed damage roll fails to exceed
the ARM of the living
in an operating theater or a clash with foes on the battlefield, model hit, that model suffers 1 damage point.
Death Toll [Cephalyx Mind Slaver & Drudges] When
this model destroys a living enemy model with a melee
attack, after the attack is resolved you can add one Grunt to a
friendly Cephalyx Mind Slaver & Drudges unit in this models
command range. The Grunt must be placed in formation and
within 3 of this model. The destroyed model is removed from
play but does not provide a soul or corpse token.
Magic Ability [7]
Influence (HAttack) Influence is a RNG 10 magic
attack. Take control of target enemy non-warcaster,
non-warlock warrior model hit. The model
immediately makes one normal melee attack, then
Influence expires.
Psychic Assault (HAttack) Psychic Assault is a
RNG SP 8 magic attack. This attack ignores LOS.
Models hit suffer a POW 12 damage roll.
Sacrificial Pawn [Drudge Grunt] When this model
is directly hit by an enemy ranged attack, you can
choose to have one friendly, non-incorporeal Drudge
Grunt model within 3 of this model directly hit
instead. That model is automatically hit and suffers
all damage and effects.

overlords administer the coordinated actions of

lower-caste cephalyx with a critical eye.

The role of the overlords is the first of several upper tiers

in the hierarchy of cephalyx leadership, and competition
to join their ranks is fierce. Periodic trials determine who
among the hive can join the overlords. The dominant mind
of each trio leads it, but this status changes periodically as
overlords jockey for position based on intellect, experience,
and raw power. A single flawed decision provides
opportunity for another to subvert control, so they must
strive for flawlessness. At the same time, these internal
conflicts cannot disrupt their function lest the trio draw
the wrath of their superiors. In all matters, overlords
must be heedful of the cost of incompetence: loss of
influence, demotion within their own ranks, or, in extreme
cases, even execution.

43
 Cephalyx Dominator
Mercenary Unit Attachment
When the mercenaries turned on us it wasnt treachery. I saw in their eyes they were unable
to stop themselves. Their bodies were no longer their own.
Trencher Captain Maywell

they need to be, so they are used to penetrate slumbering

Attachment [Small- or
DOMINATOR Medium-Based non-
cities or encamped armies. A dominators puppets perceive
SPD STR MAT RAT DEF ARM CMD
Cephalyx Mercenary] and understand what their cephalyx master compels them

6 6 6 4 14 13 9
This attachment can be to do but have no power to resist. Instead they can only
Prosthetic Blades added to a Small- or watch themselves strike at their slavers command, as if
POW P+S Medium-Based non-
5 11 Cephalyx Mercenary unit.
trapped in a violent and inescapable nightmare.

Damage 5 Selective This unit

Field Allowance 1 attachment can be included
Point Cost 1 only in Mercenary Contract
Small Base armies that list Cephalyx as
possible members.

DOMINATOR
Officer
Pathfinder
Anatomical Precision When this models melee
damage roll fails to exceed the ARM of the living
model hit, that model suffers 1 damage point.
Granted: Fearless While this model is in play,
models in its unit gain Fearless .
Granted: Tough While this model is in play, models
in its unit gain Tough .
Linchpin When this model is destroyed or removed from
play, other models in this unit lose Fearless for one round and
immediately flee.
Ranking Officer This model is a Ranking Officer. While this
model is in play, models in its unit are Mercenary Cephalyx
models instead of Mercenary models.
Sacrificial Pawn [model in this unit] When this model is
directly hit by an enemy ranged attack, you can choose to have
one friendly, non-incorporeal model in this unit within 3 of this
model directly hit instead. That model is automatically hit and
suffers all damage and effects.

What the cephalyx covet, they will claim. When the hive
becomes aware of individuals with exceptional talents they
desire, shadowy figures called dominators emerge from
beneath the earth to enthrall them. A dominator subdues
its subject from a distance, skillfully peeling back any
resistance like a surgeon laying open a chest cavity, until it
can overpower the mind and hold it in bondage. Abducted
into surgical complexes, these subjects endure a masterfully
subtle application of cephalomek that preserves their inborn
talents and outward appearance while utterly binding them
to the dominators will.

Dominators lead their enslaved warriors in missions on

behalf of the hive. They are called upon to conduct covert
raids for such purposes as gathering raw materials for
the hive or confounding the enemy before a coordinated
onslaught. The soldiers a dominator controls might pass
unnoticed among their own kind until positioned where

44
 Cephalyx Agitator
Mercenary Solo
There is something to savor in the horror that floods their feeble minds as I force them
to turn upon one another.
Agitator Helixor

Tactical Tip Selective This model

AGITATOR
can be included only
Magic Ability Performing a Magic Ability special action or SPD STR MAT RAT DEF ARM CMD
in Mercenary Contract
special attack counts as casting a spell.
6 6 6 4 14 13 9
armies that list Cephalyx as
possible members. Prosthetic Blades
POW P+S
Agitators are a subordinate caste of cephalyx who oversee AGITATOR 5 11
the more mundane aspects of feeding, caring for, and Fearless
Damage 5
maintaining control of monstrosities. Among the darkened Pathfinder Field Allowance 3
tunnels of a cephalyx hive the agitators tend the packs Anatomical Precision Point Cost 2
of monstrosities in the service of their masters. They When this models melee Small Base
work closely with those responsible for the manufacture damage roll fails to exceed
the ARM of the living
of monstrosities and drudges as aids and subordinate
model hit, that model suffers 1 damage point.
surgeons. The tasks they perform are seen as base but
Magic Ability [7]
necessary by the upper echelon, and the agitators earn little
Influence (HAttack) Influence is a RNG 10 magic attack.
Take control of target enemy non-warcaster, non-warlock
warrior model hit. The model immediately makes one normal
melee attack, then Influence expires.
Instigate (HAction) While within 5 of this model, friendly
Drudge and Monstrosity models gain +2 on attack and
damage rolls. Instigate lasts for one turn.
Psychic Assault (HAttack) Psychic Assault is a RNG SP8
magic attack. This attack ignores LOS. Models hit suffer a
POW 12 damage roll.
Sacrificial Pawn [Monstrosity] When this model is
directly hit by an enemy ranged attack, you can choose to
have one friendly, non-incorporeal Monstrosity model within 3
of this model directly hit instead. That model is automatically
hit and suffers all damage and effects.

esteem among their betters. Nevertheless, the monstrosities

they administer to are critical tools for excavating new
sections of the hive, hauling raw materials to operating
bays, and serving as linchpins of the hives defense.
Agitators shepherd monstrosities to where they are needed,
supervise them in their labors, and control them in battle.

The agitators excel at telepathically rousing monstrosities

and drudges to combat readiness, blanketing areas with
agitating mental energies. During battle, they drive nearby
drudges and monstrosities to greater violence. Although
these mental influences are highly successful, their effect is
neither targeted nor refined. In time each agitator hopes to
master more precise control over these mental powers and
rise above its lowly station.

45
 Painting Guide

Deep below the surface of Caen, the mysterious cephalyx steadily 1 2

assemble their tools of domination. Here is all you need to know
to bring these pitiless necrosurgeons and their monstrous battle-
slaves to life.

Glowing Eyes
Step 1) Use Carnal Pink to paint the eye and to sketch in the
light cast around the eyes edges.

Step 2) Apply a glaze of Murderous Magenta, blending the

cast light onto the model.

Step 3) Use Menoth White Highlight to apply pronounced 3 4

glowing highlights inside the eye.

Step 4) Make a glaze of Red Ink mixed with a small amount

of Murderous Magenta and apply it sparingly to the entire
eye area to further blend the effect.

Carnal Pink

Murderous Magenta

Menoth White Highlight

Red Ink

46
 1 2

3 4

Cephalyx Black
Step 1) Start by mixing equal parts Coal Black, Exile Blue,
and Sanguine Base. You will use this mixture for the next
three steps as well, so prepare a little more than you will
need for this first step alone. Blend this mixture onto the
robes, leaving the overhanging areas and deeper recesses
primer black.

Step 2) Add a small amount of Frostbite to the mixture from

step 1 and use this to highlight the robes.

Step 3) Add a little Menoth White Highlight to the mixture

from step2 and use this to apply additional highlights to
simulate the look of glossy black leather.
5
Step 4) To suggest light glinting off the glossy material,
apply dots and dashes of Menoth White Highlight mixed
with a small amount of the mixture from step3.

Step 5) Return with Thamar Black to clean up the area with

some blended shading. Basecoat the brass parts (trim and
buttons) with Thamar Black at this time as well.

Coal Black Menoth White

Highlight
Exile Blue
Thamar Black
Sanguine Base

Frostbite

47
 Painting Guide

1 2 3

4 5 6

7 8 9

Bruised Flesh
Step 1) Basecoat the skin with a mixture of Ryn Flesh and Step 8) Add Menoth White Highlight to the mixture from
Cryx Bane Highlight. step 7 and use this to apply sparing highlights to the flesh.

Step 2) Apply shading with a mixture of Sanguine Highlight Step 9) Apply a final glaze of Midlund Flesh with a drop
and Traitor Green. of mixing medium added. Cover the skin areas thinly and
evenly, making sure the glaze does not pool in the recesses.
Step 3) Add Thornwood Green to the mixture from step 2
and use this to create deep shadows on the flesh.
Ryn Flesh Exile Blue
Step 4) Make a glaze of Exile Blue and use it to tint the areas
where the flesh would be bruised by plugs, screws, and other Cryx Bane Beaten Purple
modifications. Highlight
Trollblood
Step 5) Tint the raised veins in the skin using a glaze of Sanguine Highlight
Sanguine Highlight. Highlight
Menoth White
Step 6) Add finer vein lines to the smooth areas of flesh by Traitor Green Highlight
painting them freehand using Beaten Purple.
Thornwood Green Midlund Flesh
Step 7) Blend translucent highlights onto the flesh with a
mixture of Ryn Flesh, Trollblood Highlight, and Menoth
White Highlight.

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 1 2 3 4

5 6 7 8

9 10 11 12

Cephalyx Metals
Dull Brass
Step 1) Basecoat the brass areas with Brass Balls, making
certain the paint covers the surface completely.

Step 2) Blend a layer of translucent shading over the brass

using a mixture of Thornwood Green and Traitor Green.

Step 3) Apply additional shading to the metal with Cryx

Bane Base.

Step 4) Highlight the brass areas with a mixture of Brass Balls

and Quick Silver to accentuate the volume of the shapes.

Black Iron
Step 5) Apply a basecoat of Pig Iron.

Step 6) Shade the iron with a mixture of Exile Blue, Umbral

Umber, and Thamar Black.
Step 7) Apply final shading with Thamar Black.
Step 8) Use Pig Iron to apply highlights to the iron in a
textured pattern. Add scratches to the iron areas using
Cold Steel.
Surgical Steel
Step 9) Basecoat the steel areas with Cold Steel.
Step 10) Use Bastion Grey to apply shading.
Step 11) Apply additional shading using Ironhull Grey.
Step 12) Blend highlights onto the metal using Quick Silver.

Brass Balls Cryx Bane Base Exile Blue Cold Steel

Thornwood Green Quick Silver Umbral Umber Bastion Grey

Traitor Green Pig Iron Thamar Black Ironhull Grey

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 Model Gallery

exulon Thexus
Mercenary Cephalyx Warcaster

50
 Warden
Mercenary Cephalyx Heavy Monstrosity

Subduer
Mercenary Cephalyx Heavy Monstrosity

Wrecker
Mercenary Cephalyx Heavy Monstrosity

51
 Cephalyx Mind Slaver & Drudges
Cryx Ally Unit

52
 Cephalyx Mind Bender & Drudges
Mercenary Unit

Cephalyx overlords
Cryx Ally Unit

Cephalyx Dominator Cephalyx Agitator

Mercenary Unit Attachment Mercenary Solo

53