The Demon Princes as They Were

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  • The Demon Princes As They Were

    Demogorgon, The Demiurge Demiurge Gargantuan Outsider (Chaotic, Evil, Extraplanar)

    Hit Dice: 96d8 + 1248 (2016 hp) Initiative: +9 (+5 Dexterity, +4 Improved Initiative) Speed: 80 ft., fly 160 ft. perfect. AC: 84 (-4 size, +41 natural, +17 deflection, +5 Dexterity, +15 profane), touch 43, flat-footed 79 Base Attack/Grapple: +96/+132 Attack: Tentacle slam +119 melee Rotting Caress (4d8+24 + 1 vile and 1d8 Constitution (rot see

    below)/19-20/x2)

    Full Attack: 2 tentacle slams + 119 melee Rotting Caress (4d8+24 + 1 vile and 1d8 Constitution (rot see below)/19-20/x2) and 2 tail slaps +114/+114 melee Soul Strike (4d6+36 +1 vile and energy

    drain see below)

    Space/Reach: 20ft. /20ft. (25 ft. with tentacles) Special Attacks: Abyssal Vehemence, call Demons, call sludge of the seas, Cosmic Corruption, Entropic Wave, spell-like abilities, spells, Corrupt Soul, Deny Final Rest, Eternal Annihilation, Feast on

    the Divine, 20/day rebuke undead

    Special Qualities: Demon Prince Qualities; Decadent Divinity; Demon God; Ravaged Forms; Twin Terror; DR 25/cold iron, epic, good, and lawful; SR 86

    Saves: Fort +63 Ref +55 Will +62 Abilities: Str 59, Dex 21, Con 36, Int 38, Wis 36, Cha 44 Skills: Appraise +49 (+51 for alchemy, +51 for armor, +51 for sculpture, +51 for ship making, +51

    for stonemasonry, +51 for weapons), Balance +51, Bluff +80, Concentration +112, Craft (alchemy) +

    69, Craft (armorsmith) +69, Craft (sculptor) +50, Craft (ship making) +34, Craft (stonemasonry)

    +50, Craft (weapon smith) +69, Diplomacy +51, Escape Artist +73, Forgery +64, Gather Information

    +102, Hide +61, Intimidate +124, Jump +41, Knowledge (arcana) +113, Knowledge (architecture

    and engineering) +44, Knowledge (history) +113, Knowledge (nature) +76, Knowledge (the planes)

    +113, Knowledge (religion) +113, Listen +89, Move Silently +68, Search +106 (+108 for finding

    secret doors), Sense Motive +115, Spellcraft +115, Spot +89, Survival +62 (+64 in above ground

    natural environments, +64 in other planes, +64 while tracking), Tumble +45

    Feats: Awesome Blow, Brew Potion, Cleave, Corrupt Spell, Corrupt Spell-like Ability (B), Craft Construct, Craft Magical Arms and Armor, Craft Rod, Craft Staff, Craft Wondrous Items, Dark Speech,

    Dire Charge, Empower Spell, Epic Spellcasting, Epic Weapon Focus (tentacles), Eschew Materials,

    Forge Ring, Great Cleave, Improved Bullrush, Improved Critical (tentacles), Improved Initiative,

    Improved Sunder, Intensify Spell, Maximize Spell, Multiattack, Power Attack, Quicken Spell, Scribe

    Scroll, Vile Natural Strike (B), Weapon Focus (tentacles)

    Climate/Terrain: Any land and underground (Abysm in The Abyss) Organization: Unique (Solitary) or troupe (Demogorgon, 1-4 Balor and 2-8 Marilith) Challenge Rating: 78 Treasure: Quintuple Standard Alignment: Chaotic Evil Advancement: N/A

    The Prince of Demons. The Dread One. The Eternal Corruptor. The Devourer of Souls. These titles and

    many others do not adequately describe the utter evil and complete, psychotic insanity represented in

    the mind of the most powerful Demon ever: Demogorgon. Without a doubt, Demogorgon is the

    greatest of the Demons that infest the nigh infinite Abyss. He is the pinnacle of the corrupt, debased,

    and destructive evil they embody. He is the threat against which not just the Realms Above stand

    against, but also what the Lords of the Nine Hells of Perdition recognize as the alternative to ordered,

    oppressive evil. His are the faces that give even Greater gods nightmares. And he is so much more.

    He is the culmination of the destructive, selfish, and utterly corrupted acts and impulses in the

    Cosmos and he seeks nothing less than to make these concepts not just ideas, but the Reality of the

    Cosmos. (It should be noted that Demogorgon is truly genderless and is more accurately referred to

    as it; however, for the purpose of this information, the Prince of Demons is referred to as he).

  • The truth about Demogorgons past is as mysterious as those of the other greater Demiurge. Like

    Grazzt, Orcus, and Zuggtymoy, Demogorgon was among the first of the various forces of decrepit,

    destructive Evil in the fledgling Cosmos. Most legends and Yugoloth texts claim that Demogorgon

    fought against the Circle of Three, as he represented everything they did not. Most legends say that

    he, like all of the other children of Chaos, failed and that he fled to The Abyss to await the day when

    the Cosmos would crumble and Chaos and destruction would reign supreme once again. Since, he has

    concentrated his efforts in The Abyss and the Depths Below, seeking to dominate not just the nature

    of Chaotic evil, but all of Evil, onto himself. So the legends say.

    But, there are those across the Cosmos, many of them quite insane, who believe that these legends

    are nothing but lies and that Demogorgon is much more than another Demiurge. These shadowy

    informants believe that Demogorgon is not just The Demiurge, the first of that line of debased spirits,

    but that he is the true creator of the Prime Material Plane. They claim that Demogorgon created the

    Prime Material, an infinite space composed of carnality and matter, as his own playground, a place

    that reflected the infinite physical pleasure that could be imposed on lesser creatures in the future.

    But, this Prime Material was nothing like that which we now know. It was utterly corrupt, filled with

    evil, and used as a staging ground in Demogorgons struggle against the Circle of Three and every

    other cosmic entity and overpower in the fledgling Cosmos. In this pre-Prime, The Demiurge would

    create beings composed of his hatred and need for destruction. Drawn from a pool of baleful energy,

    the so-called Venom Fount, these beings were the first Demons, many of whom would rise to such

    heights that they would see themselves as equals to and replacements for their Corrupt Creator. This

    eternal pre-Prime was large enough to swallow the entire Cosmos, strong enough to lay low those who

    believed in the weakness of righteousness, and insane enough to consume the Circle of Three. But,

    these events never came to pass. Even as the Circle of Three crumbled and created the Seven

    Heavenly Mountains of Celestia, the Eternal Nirvana of Mechanus, and the Nine Hells of Perdition, the

    madness within the pre-Prime ripped it asunder from within even as the forces of Balance and

    goodness attacked from without. The attack was so great that a large majority of the infinite pre-

    Prime was ripped away and tumbled into the still incomplete Depths Below where it formed The Abyss.

    Demogorgon, much of his power invested in his creation, was greatly reduced in power and found

    himself competing with his wayward creations, those Demons that we now include among the

    Demiurge. The remnants of the pre-Prime were taken by the gods, beings that came into being after

    the restructuring of the Cosmos, and they adjusted it to suit their own goals. But, still lurking in the

    depths of The Abyss, Demogorgon seeks to reclaim that which he believes is rightfully his, and hopes

    to destroy the gods who have corrupted his corruption. All that remains of the pre-Prime is the Venom

    Fount, an artifact of incalculable power that moves from world to world, waiting the return of its

    master.

    The truth of this story, and others like it, is unknown. However, many note that the Prime Material,

    like The Abyss, is seemingly infinite. They note that the elements hold significant sway in both areas

    and that the Demons seem as at home in the Prime as they do in The Abyss (at least more so than

    Devils and Yugoloths). Still, there is no certainty that this story, or any other, is true.

    What is known about The Prince of Demons is little. Unlike Lolth and Orcus, Demogorgon is very

    cautious about revealing his existence to the Prime Material Plane. The nature of this hesitance is

    unclear. It is known that gods of all kinds, from the greatest forces of good to the cruelest

    beneficiaries of evil, hate and fear Demogorgon, often casting aside their differences to deal with any

    threat the Prince of Demons may instigate. On the Prime, worship of Demogorgon is very much

    hidden, but not altogether unknown. There are small cults on every world and, at one time or another,

    each has threatened not just a petty kingdom, but an entire planet. In the distant pasts of these

    worlds, many of these servants were destroyed and their secrets and knowledge locked away in some

    remote place as it was believed that an attempt to destroy what they knew would somehow result in

    calamity. Thus, Demogorgon is often associated with various worldly apocalypses and tribulations and

    that the return of his worshippers en masse will begin the countdown for the end of the Cosmos as it

    is currently known. In the meantime, all gods and their servants are vigilant for signs of the Devourer

    of Souls and his worshippers.

    Another reason for Demogorgons limited access to the Prime is because he seems unable to travel to

    it without being called through some unique rituals by extremely high level clerics (at least 31st level).

  • In contrast, Demogorgons relative lack of interaction with the Prime has allowed the Devourer of

    Souls to gain more real estate in The Abyss than any other Demiurge; Demogorgon controls more

    Demons and more of The Abyss than Grazzt and Orcus combined. However, since he is opposed by

    virtually every other Demiurge and Demon Prince in The Abyss simultaneously, Demogorgons

    dominance is somewhat limited.

    To say that Demogorgon hates Grazzt and Orcus is an understatement. His feelings towards them

    borders on an obsession. He dreams of one day consuming them and destroying their servants. The

    nature of this enmity is unknown, although its likely to do with the fact that they come so close in

    rivaling him in power. As Demogorgon views no other as his equal, its apparent that he views the

    statuses of the Demon Prince of Shadows and the Demon Prince of the Undead as an insult to his

    station. The wars between these three Demiurge are legend; to date, its unknown if any of them have

    faced each other directly in combat. Most believe that in a straight fight, Demogorgon would defeat

    either Grazzt or Orcus; however, theres no such thing as a straight fight in The Abyss. While Orcus

    would bring Undead servants and the ultimate power of his Wand of Death to bear, Grazzts Eye of

    Shadow has the power to warp reality to a degree that would make him almost equal to the Prince of

    Demons long enough to do some damage. However, there are numerous prophecies that claim that

    should these three Demiurge ever meet in combat, the victor would finally unite The Abyss and

    command an almost unstoppable force.

    Demogorgon is the most creative and innovative of the various Demiurge. He is credited with the

    creation of Retrievers and some claim that it is he, not Orcus, who created the Death Knights. It is

    known that he is responsible for the Ships of Chaos, and that he has created new Demons to serve

    him over the centuries. However, almost everything Demogorgon creates is corrupted and evil, which

    to him seems perfectly natural and the only logical way for things to be. This attitude has led many to

    believe that Demogorgon is insane. What this does not take into account is that Demogorgon is simply

    an almost perfect manifestation of Chaotic evil and that, in his mind (minds?) goodness, balance,

    and/or order are illusions.

    Demogorgon seeks to return the Cosmos, particularly the Prime, to a state of corruption, destruction,

    and evil. As such, he is totally opposed to the Legions of Hell and the Bastions of Righteousness. His

    precise relationship with Asmodeus, The Overlord of Hell, has been speculated for as long as history

    has been recorded. To date, these two paragons of Evil have yet to meet, but most agree that such a

    meeting would be cataclysmic to Creation. Likewise, it is unknown how Demogorgon regards the

    various Scions of Anarchy or even the Queen of Stars. It is safe to say that he sees the Scions as

    rivals and that he hates the Morwel.

    Demogorgons physical appearance is truly terrifying, leaving no doubt that he is a Demon. Towering

    some 40 feet in the air, Demogorgons body is like that of a huge serpent with putrid green and brown

    scales and smatterings of coarse black hair; the entire length is smeared with feces and urine. The

    base of the serpentine body sprouts into a form akin to that of a four tentacled, greenish-purple squid.

    Whipping about wildly, two extremely long tentacles curl towards the Devourers front, while the

    shorter two trail behind him like two tails. At the top of the serpentine body spread ape-like, black

    haired shoulders from which jut heavily muscled ape-like arms that the Prince uses to move about on

    land (the arms arent used for combat since he cannot support himself on one). Sprouting from his

    wide shoulders are two long, serpentine necks topped with two great, demonic heads. Sometimes the

    heads are like those of corrupted mandrills, other times they resemble fiendish hyenas, and still other

    times they appear simply demonic. However, the two heads always bear one constant: two pairs of

    malefic eyes. To peer into the eyes of the Prince of Demons is peer into the face of madness. No one

    can describe their color accurately, but all agree that they are composed of The Abyss. Demogorgon

    has the disconcerting tendency to speak with one head in a cavernous voice while the other one reacts

    to something else, giggles, or talks to itself; it's not at all unusual for one head to begin a sentence

    and the other to finish it. He also refers to himself as we or in the third person. While some think

    that the Prince of Demons is composed of two personalities, the truth is hes so far beyond what any

    being can consider sane, that he cannot be defined one way or the other as anything but evil.

  • Combat

    Demogorgon is extremely inconsistent in combat. As a being possessing so many options, he often

    switches tactics in the middle of a fight. However, there are a few things he does do in most fights.

    Demogorgon always enters combat with his Abyssal Vehemence and Cosmic Corruption. He will

    always attack with Gaze into The Abyss (randomly selecting one of the attacks), and he always targets

    the most powerful adversaries first so he can annihilate their souls. Beyond that, Demogorgon tends

    to prefer melee to spellcasting, enjoying watching a being rot into a festering husk in one of his

    tentacles while his other head continues to press his attack.

    Divine Decadence (Ex): Although not a god, Demogorgon possesses power that rivals that of true divine beings. Demogorgon possesses a virtual divine rank of 20 as described in the Virtual Divine

    Ranks and Cosmic Entities Defined article. Unlike most Demiurge, Demogorgons virtual divine rank is

    20 regardless of his location. On the Prime Material Plane or in the Ethereal Plane, Demogorgon can

    affect the land within 20 miles of his person as the divine ability Godly Realm described in Deities and

    Demigods. In most cases, Demogorgon will seek to cause tremendous elemental upheavals,

    particularly flooding and mudslides. There are persistent rumors that Demogorgons virtual divine rank

    was once on par with that of an overpower. Of course, theres never been any substantiation of this

    claim and all other Demiurge and their servants are vehement that such was never the case.

    Demon Prince Qualities (Ex): Demogorgon is immune to electricity and poison; he possesses acid, cold, and fire resistance 10. Demogorgon may engage in telepathic communication with any creature

    within 100 feet. Demogorgon constantly detects good, detects magic, and true sees as a 31st level

    Sorcerer; he possesses immunity to polymorphing, petrification, or any other attack to alter his form.

    Demogorgon is not subject to energy drain, ability drain, or ability damage; he is also immune to

    mind-affecting effects.

    Demogorgon can sense anything within one mile around the mentioning of his name, titles, or an item

    of importance to him. This power is barred from places associated with gods of goodness, the personal

    redoubts of Demiurges or any being that possesses divine rank or virtual divine rank.

    Demogorgon is immortal and cannot die from natural causes; he does not age, and does not need to

    eat, sleep, or breathe.

    Abyssal Vehemence (Ex): Demogorgons physical presence is so disgusting that is causes lesser creatures to succumb to his hate and need to spread destruction and terror. All creatures within 600

    feet of Grazzt must succeed in a Will save 75. Those who succumb to Demogorgons gross presence

    suffer one of the two following effects:

    Fright: Affected beings become shaken and suffer a 2 morale penalty on attack rolls, saves, and

    checks. The merest glance or gesture by Demogorgon makes them frightened, and they flee as

    quickly as they can, although they can choose the path of their flight.

    Madness: Demogorgons physical presence the grotesque evil incarnate in his being drives lesser

    beings insane per the insanity spell. The being remains stuck in a state of madness for one day for

    every point by which she failed the saving throw, after which time the victim is allowed another save.

    The madness exists until the victim successfully saves or the appropriate spells are cast by a 31st

    level being to purge the insanity effect.

    Demogorgon can make his servants, worshippers, beings of Chaotic Evil alignment, or a mixture of

    all three types immune to this effect as a free action. This immunity lasts one day or until

    Demogorgon dismisses it. However, Demogorgon cannot determine which effect takes place; there is

    a 50% chance each time Abyssal Vehemence is used that one or the other effect will impact near by

    victims.

    Other Demiurge and beings possessing divine ranks or virtual divine ranks equal to or higher than

    Demogorgons virtual divine rank are immune.

  • Call Demons (Sp): Thrice per day, Demogorgon may call Demons. Like all Demiurge, Demogorgon is under no special restriction for calling any kind of Demon, and may call up to 90 HD of these creatures

    per attempt. Demogorgon has an obvious preference for calling Balor Demons and Mariliths, enjoying

    their tremendous power and their competence in causing destruction. The Demiurge is also known for

    calling the terrible Wastrilith Demons from time to time.

    Call Sludge of the Seas (Sp): Thrice per day, Demogorgon may call on 90 HD worth of evil denizens of the deep. The Prince of Demons has a special affinity for kraken (of which he can call 4 at one time)

    and ixitxachitl (of which he can call 90 average demon rays or 45 vampiric demon rays); demon rays

    consider Demogorgon their patron and actively worship him.

    Cosmic Corruption (Su): So heinous is Demogorgons presence that he may corrupt an entire area with but a thought. Once per day as a standard action, Demogorgon may unhallow an area equal to

    3360 feet. Demogorgon can apply the following spells to the unhallow effect (some of which are not

    listed as part of the unhallow spell in the Players Handbook): bane, bestow curse, contagion, deeper

    darkness, dispel magic, silence. In most situations, Demogorgon will select bestow curse.

    The forces of righteousness disgust Demogorgon, who finds goodness and holiness repellent enough

    to give him pause. As a result, Demogorgon avoids hallowed ground. If Demogorgon finds it necessary

    to enter a hallowed site, he must make a Will DC save equal to 30 + the divine rank of the

    represented god + the gods Charisma modifier; Demogorgon cannot use his spell resistance to

    overcome this effect. If Demogorgon succeeds in entering the hallowed area, the area immediately

    becomes unhallowed. Once Demogorgon breaches holy ground, the god in question is immediately

    alerted to his presence and will almost always (DMs discretion) arrive in person to deal with The

    Prince of Demons.

    Demon God (Ex): Although he is the greatest of the Demiurge, Demogorgon does not dominate the majority of Demon worshipping mortals. Demogorgon is simply too alien in his desires, interests, and

    appearance to draw a wealth of mortal servants. However, while he does not maintain a large cadre of

    worshippers, Demogorgon does have some of the most powerful worshippers in the Cosmos, many of

    them rulers of vast territories corrupted beyond recognition and filled with evil and madness.

    Furthermore, Demogorgon certainly has more Demon followers than any of the other Demiurge;

    Demons fear their Prince to such a degree that its not unusual for those claiming to serve another

    Demiurge to suddenly change their allegiance in the middle of battles against The Dread One. In any

    case, the vast majority of Demons with cleric levels are servants of Demogorgon. Whether mortal or

    not, clerics of Demogorgon go by many different names; Servant of the Twin Masters, Child of

    Corruption, and Scion of Demons are among the better known names. Clerics of Demogorgon have

    access to the Corruption, Chaos, Destruction, and Evil domains. Demogorgon, like Grazzt and Orcus,

    maintains a special cadre of worshippers referred to as Thralls of Demogorgon. Whether Cleric or

    Thrall, all worshippers of Demogorgon seeks two simple goals: to warp all Creation to better fit the

    desires of their dreaded master, and to fully call Demogorgon to the Prime Material Plane. Beyond

    these goals, worshippers of Demogorgon share little else in common besides insanity.

    Entropic Wave (Su): Demogorgon can unleash an explosion of corrupt, destructive, Abyssal power in

    the form of a wave that extends from his person. Demogorgon may use his Entropic Wave 11/day,

    dealing 20d12 points of damage. Demogorgons Entropic Wave explodes in a radius of 200 feet;

    victims caught in the wave may attempt a Reflex save DC 71 for half damage. Demogorgons Entropic

    Wave appears as a huge wall of deitrus-filled, muddy liquid accompanied by a odor fouler than

    anything encountered in the Cosmos. Those struck by the Wave that managed to survive claim that

    they felt as if their bodies were being transformed into something foul as the essence of

    Demogorgons wave seeped into their souls. Entropic Wave ignores mortal magic like anti-magic field,

    but may only remove one layer of prismatics per blast. Walls of force are not affected by Entropic

    Wave, while Divine Shields suffer full damage.

    Ravaged Form Gaze into The Abyss (Su): The twin heads of Demogorgon are truly horrors to behold. Gazing into his two pairs of eyes reveal to lesser beings the utter degeneracy of The Abyss

    and all its denizens. With a glance from either head, Demogorgon can affect the minds of lesser

    beings through his various gaze attacks:

  • Beguiled by the Horror (left head): One who looks into the eyes of Demogorgons left head realizes

    that there is no hope against the destructive intent of The Abyss and believes that the only way to

    save himself is to throw in with The Prince of Demons if he fails a Will save DC 75. Failure means that

    the victim is under the effects of a dominate monster spell as cast by a 102nd level Sorcerer. Beguiled

    by the Horror has a 120 foot range in Demogorgons line of sight (thus all beings within a direct line

    are subject to its power) and counts as a standard action for Demogorgons left head.

    Share the Madness (right head): One who looks in the eyes of Demogorgons right head feels his mind

    and soul touched for just an instant by the utter destructive insanity of The Abyss. This touch, ever so

    faint, is enough to drive a lesser creature utterly insane if he fails a Will save DC 75. Failure results in

    the permanent insanity of the victim per the spell as though cast by a 102nd level Sorcerer. Only

    priests of at least 31st level can hope to undo the victims madness. Share the Madness has a 120 foot

    range in Demogorgons line of sight (thus all beings within a direct line are subject to its power) and

    counts as a standard action for Demogorgons right head.

    Devoured by The Abyss (both heads): If Demogorgon levels all of his malefic eyes on a single

    individual within 60 feet, he channels the destructive energy of The Abyss directly into him, cause the

    victim to explode in a bloody mist. The Fortitude DC to survive this attack is 75; if the victim saves he

    suffers 10d10 points of damage. If the victim fails, he is utterly destroyed and can only be resurrected

    by a Greater god or similarly ranked cosmic entity. Demogorgon can use Devoured by The Abyss

    3/day; the effect counts as a standard action for both of Demogorgons heads and hes unable to use

    another gaze attack that round.

    Glare into The Abyss (both heads): If Demogorgon levels all of his malefic eyes on individuals within

    60 foot cone, he channels images of The Abyss directly into their minds. All beings with fewer than 21

    class levels and/or HD are automatically affected with no save. Those with 21 or more class levels

    and/or HD receive a Will save DC 75; those that fail behave as if hypnotized by a 102nd level

    Sorcerer. Glare of The Abyss counts as a standard action for both of Demogorgons heads and hes

    unable to use another gaze attack that round.

    Ravaged Form Rotting Caress (Ex): Anything touched by Demogorgons tentacles (save beings

    without Constitution scores, magic items, and artifacts) must succeed at a Fortitude save DC 75, or it

    begins to rot. A living victim suffers 1d8 points of Constitution damage immediately and 2 points of

    Constitution damage every hour thereafter until the victim dies. A remove disease or miracle cast by a

    31st level Cleric, a cosmic entity, or a divine being can discontinue Rotting Caress, although lost points

    return only with natural healing; they cannot be restored through magic. Demogorgons rotting

    ignores an objects hardness and deals 2 points of damage directly (this extra damage applies when

    Demogorgon attempts to sunder a weapon unless its magical). Demogorgon can select not to rot that

    which he touches but rarely deigns to do so.

    Ravaged Form Tentacles: Demogorgons chief physical attack are with his tentacles. Shaped like those of a giant squid (but without the barbs), Demogorgon can use his tentacles to attempt an

    improved grab attack on any being of Huge or smaller size against which he scores a successful hit

    against. On a successful hit, Demogorgon can start a grapple as a free action without provoking an

    attack of opportunity. If he wins the grapple check, he establishes a hold. Those held by Demogorgon

    suffer 56 points of damage and 4 points of Constitution damage each round as Demogorgon squeezes

    the life out of them and rots them into a corrupted husk.

    Ravaged Form Soul Strike Tail: Demogorgons serpentine tail forks mid way down its impressive length, all the while glowing with an unnatural, putrid light. Any living creature struck by either of

    Demogorgons tails suffers 2d4 negative levels for 24 hours; for every negative level applied,

    Demogorgon gains 10 hp (he cannot exceed his maximum hit points once reached). If the negative

    levels are not removed at the end of the 24 hour period, the victim must make a Fortitude save DC 75

    to remove it. If the victim fails, he loses as many levels or hit dice as he had negative levels (although

    the negative levels are removed). Only greater restoration or miracle cast by a 31st level Cleric or by

    a cosmic entity or god can eliminate the negative levels and return lost levels or hit dice.

  • Ravaged Form Master of Magic: Demogorgon has the ability to cast spells as a 25th level Wizard or a 25th level Sorcerer with the additional benefit of improved spell capacity. As the oldest and

    greatest of the Demiurge, The Prince of Demons has access to every Wizard spell in the Players

    Handbook and legions not known to mortals and immortals alike. He tends to prepare spells that allow

    him to quickly kill his adversaries, increase his already god-like might, and reshape (i.e. corrupt) the

    surrounding environment.

    Cleric spells per day: 6/8+1/8+1/8+1/8+1/7+1/6+1/6+1/6+1/5+1/3/3/3; base DC 22 + spell level.

    Demogorgon has access to the Chaos, Corruption, Destruction, and Evil Domains. Caster level 25.

    Wizard spells per day: 4/8/8/7/7/7/7/6/6/6/4/3/3/3/3; base DC 24 + spell level.

    Spell-Like Abilities: At will animate dead, befoul, bestow greater cure, blasphemy,

    blindness/deafness, circle of nausea, clairaudience/clairvoyance, contagion, create undead, damning

    darkness, deeper darkness, desecrate, despoil, destruction, detect chaos, detect law, doom,

    feeblemind, greater dispel magic, greater teleport, harm, magic circle against good, magic circle

    against law, morality undone, pox, project image, read magic, sadism, shriveling, soul shackle,

    symbol of death, telekinesis, unhallow, unholy aura, unholy blight, wall of ice, wither limb, wretched

    blight; 6/day black tentacles, control weather, detect thoughts, implosion, polymorph any object,

    suggestion, trap the soul; 3/day disjunction, mindrape, ruin, shapechange, soul bind; 1/day

    greater ruin, power word kill, power word stun; 1/week apocalypse from the sky, evil weather,

    plague of nightmares. Demogorgon also casts spells from the Corruption domain as detailed in the

    Book of Vile Darkness at will; these spells are included in the list above. These abilities are as spells

    cast by a 102nd level Sorcerer (save DC 27 + spell level).

    Corrupt Creator: Those who have witnessed the creative acts of Demogorgon are hard-pressed to

    deny the claims of his worshippers that he was an architect in the creation of the Prime Material Plane.

    However, even if Demogorgon was once a prime creator, his powers have either diminished or he is

    insanity has curtailed his ability. Demogorgon has the ability to craft artifacts, create objects, and

    create entirely new beings and entities from nothingness as follows:

    Corrupt Form: Twice a day as a full round action with one of his heads, Demogorgon can corrupt the

    physical form of beings before him. Essentially, The Prince of Demons can turn any corporeal, non-

    Outsider or Elemental into a Corrupted version of itself per the Corrupted Creature template in the

    Book of Vile Darkness. Demogorgon can affect up to 468 HD of creatures at any one time so long as

    they are within 60 feet of his person. Susceptibility to this perverse power depends on the strength of

    would-be victims. Beings with fewer than 31 class levels/hit dice are automatically corrupted with no

    save; those with 31 or more class levels/hit dice receive a Will save DC 75 to overcome the effect.

    Beings that succumb to Demogorgons Corrupt Form instantly turn Chaotic evil and behave as if under

    the effects ofdominate monster for one day per point by which they failed their save. The only way to

    free a being from Corrupted Form is by a well worded wish or miracleperformed by a 31st level caster

    or the intervention of a Greater god. There are persistent rumors that Demogorgon has the ability to

    apply other templates (like Feral Creature and Pseudonatural Creature) instead of Corrupted Creature.

    Craft Artifacts: The Prince of Demons can craft magic arms and armor, staffs, wands, wondrous items,

    rings, and scrolls that exceed the normal limits for such items. Essentially, Demogorgon can create

    epic level items and minor artifacts; there is also substantial evidence (in the form of the rumored

    Venom Fount) that he can create true artifact. However, anything Demogorgon creates has some kind

    of curse or flaw associated with it. Common curses include the eyes of the user bleeding or smelling of

    ordure. Artifacts and intelligent items are always Chaotic evil. If Demogorgon desires to create an

    artifact free of a curse, he has a 50% chance of success; if he succeeds, Demogorgon suffers a -6

    penalty on all of his ability scores, skills, armor class, difficulty classes, and caster levels for six days

    per item created in a pure fashion.

    Create Greater Objects: As a full-round action for one of his heads, Demogorgon can create one or

    more non-magical objects weighing up to 2000 pounds or with a volume of 400 cubic feet. If

    Demogorgon uses this ability in Abysm, he can create objects up to 6000 pounds or with a volume of

    1200 cubic feet. All items created by Demogorgon are unsightly and exude a faint evil no matter their

    location; some items, if they are valuable, will often have an attendant curse attached to them. If

    Demogorgon desires to create a non-evil object, he has a 50% chance of success; if he succeeds,

    Demogorgon suffers a -6 penalty on all of ability scores, skills, armor class, difficulty classes, and

  • caster levels for six days per item created in a pure fashion. In any case, Demogorgon can create an

    object with a value of up to 100 gp without impairment (aside from that stated above); for every

    additional 100 gp of value, Demogorgon has to rest for 10 minutes. If he creates valuable items in

    Abysm, he can create a 300 gp item without resting.

    Corrupt Creation: As a full-round action for one of his heads, Demogorgon can create mortal creatures

    (weight and dimensions are as his object creation description above). In essence, Demogorgon can

    create any creature that does not have a divine rank. He can also create creatures with up to 19 class

    levels. However, Demogorgon can only freely create corrupt creatures as described under the

    Corrupted Creature template in the Book of Vile Darkness or, if he wishes to create a creature for

    whom the Corrupted Creature template would not apply (like a Marilith), they must be Chaotic evil.

    Demogorgon can attempt to create a creature that is not Chaotic evil, but he is utterly unable to

    create a creature with Lawful or Good alignments. Demogorgon has a 50% chance of successfully

    creating a non-evil being; if he creates such a being, Demogorgon suffers a -6 penalty on all of his

    ability scores, skills, armor class, difficulty classes, and caster levels for six days per every six class

    levels/HD created. In any case, Demogorgon is impaired after the act of creation and must rest for 10

    minutes X the creatures Hit Dice/levels X the creatures Challenge Rating for each creature created,

    with a minimum of 10 minutes per creature.

    Corrupt Soul (Su): Six times a day, Demogorgon can so utterly violate the soul of another being that it swears to serve him totally. As a full round action for one of his heads, Demogorgon can Corrupt the

    Soul of any one mortal being within 60 feet. Not only does the victim instantly become Chaotic evil,

    the victim is completely enslaved to Demogorgon, doing anything The Demiurge commands even if

    the act risks the victims life. The only way to restore the Corrupted Soul of the victim is through the

    intervention of a 31st level Cleric who casts miracle, followed by true resurrection and greater

    restoration; the victim then must atone for any evil acts committed and successfully complete a quest

    within 18 days before the taint in their soul reclaims them. Additionally, a Greater god can also wish

    the victims soul back, but must do so in person.

    Deny Final Rest (Su): Six times a day, Demogorgon can force the soul of any being killed within his presence (120 feet) during the past six rounds to travel directly to his layer in The Abyss rather than

    its rightful place in the Cosmos. The victim receives a Will save DC 75 to overcome the effect. If he

    fails, his soul is sent to Abysm where it is immediately soul shackled in The Prince of Demons fortress.

    Demogorgon is inconsistent with what he does with such souls. Sometimes he will devour them (see

    Eternal Annihilation), other times he will trap them so they can live out eternity in The Abyss, and

    other times he will place the soul in a corrupted body. Freeing souls Denied Final Rest often is a quest

    in and of itself.

    Eternal Annihilation (Ex): Aside from recreating the Cosmos (or as he would say, returning it to its intended state), there are few things that please Demogorgon more than feasting on mortal or

    immortal souls. Any non-divine being killed by Demogorgon in melee combat runs the risk of serving

    as an appetizer for the Devourer of Souls. Once Demogorgon kills another creature, he may attempt

    to Eternally Annihilate their soul as a full round action for one of his heads. The victims soul receives

    a Will save DC 75; if the save is successful, the soul successfully escapes the infinite misery of being

    eternally consumed. If the save fails, the victim is instantly, utterly, and permanently annihilated.

    Beings with 31 or more class levels and/or hit dice greatly increase Demogorgons power; for every

    powerful being he consumes, Demogorgon receives a +2 bonus to all ability scores, skills, and saving

    throws for 3 days; these bonuses are cumulative, as is the duration (when Demogorgon consumes

    Paladins or Clerics of any alignment, the bonuses are doubled). Creatures annihilated by Demogorgon

    can only be brought back to life by a Greater god or similarly ranked cosmic entity possessing some

    kind of divine or cosmic power over life and death. There is only a 33% chance of success and the

    attempt must be made within 6 days of the beings annihilation; beings brought back in this fashion

    are always one level or hit dice lower than when they died, and have a 66% chance of returning

    utterly insane as described in Share the Madness (one of The Princes gaze attacks). High level beings

    returned to life by gods or cosmic entities rob Demogorgon of his bonus and make the Devourer of

    Souls aware of the god or cosmic entity responsible for robbing him of his meal.

  • Feast of the Divine (Ex): There are few things gods fear. Demogorgon is one of those things. The Prince of Demons has the power to devour gods and cosmic entities just as he has the power to

    consume mortal creatures. Any cosmic or divine being brought to 0 hit points by Demogorgon in

    melee combat runs the risk of serving as a main course for the Devourer of Souls. Once Demogorgon

    kills a cosmic or divine being, he may attempt to Feast on their Divinity as a full round action for both

    of his heads. The cosmic or divine being receives a Will save DC 75; however, gods cannot use their

    divine rank as a save modifier and both gods and cosmic entities receive a -2 penalty to their save for

    every virtual divine rank difference between them and The Prince of Demons. If the god or cosmic

    entity succeeds, he escapes Demogorgon and returns to his realm or layer of existence. If the god or

    cosmic entity fails the saving throw, he is immediately, totally, and eternally obliterated; he ceases to

    grant spells or power to his servants and his husk does not appear on the Astral Plane because it too

    is utterly consumed. Demogorgon receives a +3 bonus to each of his ability scores, skills, and saving

    throws per divine rank or virtual divine rank for six days. During these six days, all of the divine or

    cosmic beings Clerics and other related divine spellcasters must make a Will save DC 75 or go

    irrevocably insane and become Chaotic evil. At the end of the six day period, all of the Clerics and

    related divine spellcasters receive a Fortitude save DC 75; those that fail die instantly and suffer

    Eternal Annihilation. Only the direct intervention of another god or cosmic entity of at least Greater

    god rank can interfere with the terrible fate that awaits abandoned Clerics. It is unclear whether or not

    cosmic or divine beings consumed by Demogorgon can be returned to life; if they can, it is only

    through the direct intervention of an Overpower.

    Twin Terrors (Ex): Demogorgons two heads, although a part of one being, are able to function separately and independently of each other, controlling the grotesque Princes body with impressive

    speed and startling grace. Each of Demogorgons heads can take a rounds worth of action during the

    Princes turn as if he were two separate creatures. Thus, the Dread One can take a move action and

    then a standard attack action as one head, followed by a full attack action with the other head. Or, he

    could move and cast a spell, and then cast another spell and then use one of his applicable gaze

    attacks. The options available to Demogorgon during his turn are staggering and deadly. Additionally,

    since he has two heads, Demogorgon receives a +4 circumstance bonus to his Intimidate, Listen,

    Search, Sense Motive, and Spot checks.

  • Apollyon, Demon Prince of Destruction Demiurge

    Huge Outsider (Chaotic, Evil, Extraplanar) Hit Dice: 52d8 + 30d12 (Barbarian 30) + 10d12 (Legendary Dreadnought 10) + 1012 + 24 (1932 hp)

    Initiative: +10 (+6 Dexterity, +4 Improved Initiative) Speed: 80 ft., fly 280 ft. perfect AC: 64 (-2 size, +27 natural, +15 deflection +6 Dexterity, +6 profane), touch 35, flat-footed 58

    Attacks: +99/+94/+89/+84 melee (Revelation, a gargantuan +6 chaotic, unholy power spiked chain); ranged +76

    Damage: 2d8+26 plus 1 (vile) plus 2d6 (chaotic) plus 3d6 (unholy)/19-20/x2 plus 1 (vile) plus 2d6 (chaotic) plus 6d6 (unholy) (Revelation, a gargantuan +6 chaotic, unholy power spiked chain)

    Face/Reach: 10ft. by 10ft. /15ft. (20ft. with Revelation) Special Attacks: Abyssal Vehemence, Call Demons, Cosmic Corruption, Entropic Wave, Ravaged

    Form (breath weapon), Exorcise Spirits, Maw of The Abyss, Voice of the Apocalypse, Wake of

    Destruction, spell-like abilities, spells.

    Special Qualities: Decadent Divinity (virtual divine rank 15), damage reduction 45/+8, fast healing 15,

    SR 70, Celestial (fallen) Traits, Demiurge Traits, Demon God, Ravaged Form (Alter Size, Scaly Skin,

    Wings),

    Saves: Fort +59 Ref +54 Will +56 Abilities: Str 50, Dex 22, Con 32, Int 29, Wis 27, Cha 40

    Skills: Bluff +35, Climb +66, Concentration +74, Disable Device +29, Escape Artist +63, Hide +73, Intimidate +94, Intuit Direction +41, Knowledge (The Abyss) +86, Knowledge (Arcane) +51,

    Knowledge (The Seven Heavens) +41, Knowledge (Outer Planes) +78, Listen +86, Move Silently +51,

    Scry +42, Search +84, Sense Motive +59, Spellcraft +58, Spot +53, Wilderness Lore +67.

    Feats: Cleave, Combat Reflexes, Corrupt Spell-like Ability, Craft Magical Arms and Armor, Craft Wondrous Items, Dark Speech, Dodge, Empower Spell, Exotic Weapon Proficiency (spiked chain),

    Great Cleave, Improved Bullrush, Improved Critical (spiked chain), Improved Initiative, Maximize

    Spell, Mobility, Power Attack, Quick Draw, Ruinous Rage, Spring Attack, Sunder, Vile Natural Attack,

    Weapon Focus (spiked chain), Whirlwind Attack

    Epic Feats: Blinding Speed x2, Chaotic Rage, Devastating Critical, Dire Charge, Epic Weapon Focus (spiked chain), Mighty Rage, Overwhelming Critical, Penetrate Damage Reduction, Terrifying Rage,

    Thundering Rage,

    Climate/Terrain: Abaddon (1001st layer of The Abyss)

    Organization: Unique (Solitary) or pack (Apollyon, 1-3 Famine Demons, 2-9 Balors, 10 -16 Mariliths) Challenge Rating: 60 Treasure: Quintuple Standard Alignment: Chaotic Evil Advancement: N/A

    Across the Cosmos there are told legends of the End of Days. Although specific matters differ in each

    telling of this approaching time, there are a number of consistent elements including the failure of the

    sun, the disappearance of heavenly bodies, the return of ancient evils, and wars among the gods.

    Another common component is that the powers of the Depths Below will vomit forth, covering all

    Creation with their vile evil. Although most myths do not utter specific names, careful perusal of

    ancient texts that prophesy the End of Days always include the name of Apollyon as one of the few

    beings leading the charge that will bring the destruction of the current order.

    Apollyon is known by many names. To some, he is the Dark Angel, while to others he is the Demon

    Prince of Destruction or the Demiurge of the Bottomless Pit. Whatever he is called, there is one

    certainty about Apollyon: he seeks the utter ruin of all there is in the Cosmos and he will stop at

    nothing to ensure that his debased goals see fruition.

    Apollyons background and original name are known only to those steeped in infernal and heavenly

    lore. Apollyon was once a powerful Solar and may have even been a Seraph. He was charged with the

    binding of particularly powerful Fiends and other spirits of evil in remote demi-planes in the Ethereal

    Plane at the behest of the Virtues of Mount Celestial, ensuring that such beings would never again

    threaten the Bastions of Righteousness, allied good gods, and the Prime. Only rarely did the Virtues

  • sanction the outright obliteration of the offending spirits; while their reasons for this mercy are still

    unknown, it is certain that Apollyon disagreed with their attitude. Furthermore, Apollyon believed that

    fighting against Evil and those of Balance was foolhardy given the methodology of the Bastions.

    Apollyon viewed the Cosmos as a grave error. Every being, Apollyon came to believe, was flawed and

    corrupted by evil and chaos. It was clear to him that even those whom he served were evil since they

    only took half-measures at best to eradicate Evil. Apollyon determined that only he, who had

    witnessed the vices of Humanity as well as those of all other creatures, could bring about the purge

    necessary to bring about a new Cosmos.

    It is unclear when Apollyon Fell. Some believe that he was cast out of the Seven Heavens when his

    madness became apparent well before the Great Fall. Others scoff at this idea, pointing out that the

    Virtues are not so rigid as to think that this powerful champion could not be cured. These scholars

    believe that Apollyon actually joined with Eblis, Semyaza, Triel, and other Celestials in their bid

    against the Bastions of Righteousness. However, while Eblis and Triel wanted to bring about a new

    Order, Apollyon hoped that the war would escalate to a point in which the entire Cosmos would

    collapse. When the Bastions and their supporters proved victorious, Apollyon was cast out with the

    others but he did not Fall into the Nine Hells. Apollyon was drawn to the Infinite Layers of The Abyss

    where destruction, death, and unbridled hate were personified in Demons. In short order, Apollyon

    would rise above the majority of the Demon Princes and Demiurge and would lay claim to what is the

    lowest known layer of The Abyss, Abaddon the Bottomless Pit.

    Although he exhibits the characteristics of other Demiurge, Apollyon does not view himself as

    demonic. Indeed, he hates and is hated by the other Demiurge to a degree that rivals the enmity

    between Demogorgon, Grazzt, and Orcus. If there was ever a reason for the various factions to unite

    against a common foe, Apollyon would be a likely candidate save for his power. Still, many scholars

    find it difficult to differentiate Apollyon from Demogorgon who likewise seeks the destruction of the

    Cosmos. While Demogorgon wishes to reclaim that which he lost and consume all souls in Creation

    and then recreate the Cosmos in his own twisted image, Apollyon simply wants the current Cosmos to

    end. Apollyon doesnt care about devouring souls (although he does do so on occasion), nor is he

    interested in ruling a renewed Creation. In fact, Apollyon would rather that nothing outside of utter

    perfection were created and, since he does not believe this possible, he seeks total annihilation. As he

    plots and plans for this eventuality, Apollyon bides his time by sowing anarchy and discontent

    throughout the Cosmos, slowly manipulating events that lead to destruction of civilization, lives, and

    ideals. Nothing is of importance to Apollyon, not even his own life; indeed, the only reason Apollyon

    values his life is because he knows that hes the only one who recognizes the futility of the Cosmos

    and that he alone can destroy it. There is little doubt that Apollyon is utterly mad.

    Apollyon has no allies among the various Abyssal lords, but none are foolish enough to challenge him,

    not even Demogorgon. Although hes not as powerful as Grazzt, Orcus, or the Prince of Demons,

    Apollyons very presence is destructive. They all leave him to his machinations in the 1001 layer of

    The Abyss, Abaddon. Abaddon is a vast crater large enough to swallow entire planets that descends

    endlessly into nothingness. It is a place devoid of life and unlife. Nothing save certain Demons, gods,

    and cosmic entities can survive in this place for long as it emulates what its master seeks: destruction.

    Still, it is not unusual to see Balor Demons here on occasion, some seeking a temporary alliance with

    Apollyon, others at the behest of other Demiurge or Demon Princes (most never make it out alive).

    Apollyons only constant allies are the Locust Demons, horrific monsters strong enough to give Balor

    Demons pause. Infinite in number, these horrific creatures are as mad as their sire and will be

    released during the End of Days.

    Apollyon bears the silhouette of a Solar Seraph, having a tall regal bearing and three pairs of

    feathered wings. Upon closer examination, it is clear that the Dark Angel is no celestial agent.

    Apollyons body is covered in chitinous scales the color of gangrene and magma. Gaping wounds dot

    his body, allowing bubbling bile to gurgle from the open sores. His wings each seem hooked at the

    bend and the black feathers, like those of a vulture, molt continuously. Apollyons face is truly

    horrible, utterly empty of any emotion save resolved disgust and hatred. Apollyons eye sockets are

    likewise empty, revealing nothing but the void.

  • Combat

    Apollyon initiates every battle with his Wake of Destruction. Following this, he will typically use his

    blinding speed to cast storm of vengeance and meteor swarm in the same round. If his foes are still

    standing, Apollyon will use his Wake of Destruction again and then use his Voice of the Apocalypse.

    Apollyon will then enter melee, attacking foes (and sometimes allies) randomly.

    Divine Decadence (Ex): Although not a god, Apollyon possesses power that rivals that of true divine beings. Apollyon possesses a virtual divine rank of 10 as described in the Virtual Divine Ranks and

    Cosmic Entities Defined article. Furthermore, while anywhere in the Abyss, Apollyon functions as if he

    had a Virtual Divine Rank of 15.

    Celestial Qualities (Fallen): As a former Solar, Apollyon is immune to cold and acid; he possesses fire resistance 20 and receives a +4 racial bonus to Fortitude saves against poison. He can sepak with

    any creature that has a language as though using the tongues spell cast by a 14th level Sorcerer; this

    ability is always active. Apollyon has low light vision and 60 foot darkvision.

    Demon Prince Qualities (Ex): Apollyon is immune to electricity and poison; Apollyon can engage in telepathic communication with any creature within 100 feet; Apollyon constantly detects good, detects

    magic, and sees invisibility as a 31st level Sorcerer; he possesses immunity to polymorphing,

    petrification, or any other attack to alter his form. Apollyon is not subject to energy drain, ability

    drain, or ability damage; he is also immune to mind-affecting effects.

    Apollyon can sense anything within one mile around the mentioning of his name, titles, or an item of

    importance to him. This power is barred from places associated with gods of goodness or the personal

    redoubts of Demiurges.

    Apollyon is immortal and cannot die from natural causes; he does not age, and does not need to eat,

    sleep, or breathe.

    Abyssal Vehemence (Ex): Apollyons physical presence is so disgusting that is causes lesser creatures to succumb to his hate and need to spread destruction and terror. All creatures within 600

    feet of Apollyon must succeed in a Will save 51. Those who succumb to Apollyons gross presence

    suffer one of the two following effects:

    Fright: Affected beings become shaken and suffer a 2 morale penalty on attack rolls, saves, and

    checks. The merest glance or gesture by Apollyon makes them frightened, and they flee as quickly as

    they can, although they can choose the path of their flight.

    Madness: Apollyons physical presence the grotesque evil incarnate in his being drives lesser beings

    insane per the insanity spell. The being remains stuck in a state of madness for one day for every

    point by which she failed the saving throw, after which time the victim is allowed another save. The

    madness exists until the victim successfully saves or the appropriate spells are cast by a 31st level

    being to purge the insanity effect.

    Apollyon can make his servants, worshippers, beings of Chaotic Evil alignment, or a mixture of all

    three types immune to this effect as a free action. This immunity lasts one day or until Apollyon

    dismisses it. However, the Apollyon cannot determine which effect takes place; there is a 50% chance

    each time Abyssal Vehemence is used that one or the other effect will impact near by victims.

    Lesser gods and higher ranked divine or cosmic beings are immune to Apollyons Abyssal Vehemence.

    Call Demons (Sp): Thrice per day, Apollyon may call Demons. Like all Demiurge, Apollyon is under no special restriction for calling any kind of Demon, and may call up to 70 HD of these creatures per

    attempt. Apollyon rarely calls Demons as hes not interested in chasing them down and killing them

    once theyve done his bidding. However, when necessary, Apollyon prefers to call Mariliths and Balors

    over all others, favoring their ability to decimate entire country sides in short order.

    Cosmic Corruption (Su): So heinous is Apollyons presence that he may corrupt an entire area with but a thought. Once per day as a standard action, Apollyon may unhallow an area equal to 1820 feet.

    Apollyon can apply the following spells to the unhallow effect (some of which are not listed as part of

    the unhallow spell in the Players Handbook): bane, bestow curse, contagion, deeper darkness, dispel

  • magic, silence. In most situations, Apollyon will select bestow curse.

    The forces of righteousness disgust Apollyon, who finds goodness and holiness repellent enough to

    give him pause. As a result, Apollyon avoids hallowed ground. If Apollyon finds it necessary to enter a

    hallowed site, he must make a Will DC save equal to 30 + the divine rank of the represented god +

    the gods Charisma modifier; Apollyon cannot use his spell resistance to overcome this effect. If

    Apollyon succeeds in entering the hallowed area, the area immediately becomes unhallowed. Once

    Apollyon breaches holy ground, the god in question is immediately alerted to his presence and will

    often (DMs discretion) send a proxy or an avatar to deal with the intrusion.

    Demon God (Ex): Only the utterly depraved dare to worship the Dark Angel. Apollyon hates all life,

    particularly his own, and cannot abide those foolish enough to worship him. Still, on extremely rare

    occasions, Apollyon will take a strange interest in mortals willing to suffer his torments. These

    worshippers, Entropics, are truly insane masochists and utter anarchists, seeking to tear down

    everything. They are not partial to just holy sites places of nature as they will attack strongholds of

    evil as well, including other Entropics. The Demon Prince of the Bottomless Pit grants Chaos,

    Destruction, Death, and Evil as his Domains.

    Entropic Wave (Su): Apollyon can unleash an explosion of corrupt, destructive, Abyssal power in the form of a wave that extends from his person. Apollyon may use his Entropic Wave 10/day, dealing

    18d12 points of damage. Apollyons Entropic Wave explodes in a radius of 150 feet; victims caught in

    the wave may attempt a Reflex save DC 47 for half damage. Apollyons Entropic Wave appears as an

    explosion of destructive energy that surrounds him like a huge mushroom cloud, scarring the sky and

    the ground with horrible colors that evoke images of the end of the world. Entropic Wave ignores

    mortal magic like anti-magic field, but may only remove one layer of prismatics per blast. Walls of

    force are not affected by Entropic Wave, while Divine Shields suffer full damage.

    Ravaged Form Breath Weapon (Horn of the Apocalypse) (Su): Once every 1d4 rounds, Apollyon can unleash his terrible voice, issuing the so-called Horn of the Apocalypse. This sonic

    breath weapon is conical in shape and 50 feet long and high, dealing 26d12 points of sonic damage;

    those who make a successful Reflex save DC 47 suffer half damage.

    Ravaged Form Divine Power: Alter Size Salient Divine Ability (Su): As a free action, Apollyon can assume any size from Fine to Colossal. Apollyon can also change the size of up to 100 pounds of

    objects he touches (including Revelation).

    Ravaged Form Scaly Skin (Ex): Apollyons formerly heavenly body was horribly deformed when

    he Fell from Grace. Now, Apollyons body is covered in chitinous scales like those of an insect,

    affording him a +3 bonus to his natural armor class.

    Ravaged Form Wings (Ex): Instead of the standard pair of wings possessed by most Solars, fallen or not, Apollyon bears three pairs of huge, vulture-like wings. Black in color and continually molting,

    Apollyons wings propel him through the air with inconceivable speed.

    Spell-Like Abilities: At will aid, animate dead, animate objects, bestow curse, blasphemy, chaos hammer, circle of doom, commune, contagion, create undead, death knell, deeper darkness,

    destruction, detect law, dimensional anchor, disintegrate, earthquake, fear, greater dispelling, harm,

    implosion, imprisonment, improved invisibility (self only), inflict critical wounds, inflict light wounds,

    magic circle against law, ray of enfeeblement, resist elements, slay living, shatter, speak with dead,

    summon monster VII, teleport without error (self plus 1000 pounds), transmute rock to mud,

    unhallow, unholy aura, unholy blight, whirlwind; 6/day horrid wilting, incendiary cloud, lightning bolt,

    trap the soul; 3/day power word stun, power word kill, ruin; 1/day chain lightning, crushing fist of

    spite, disjunction, evil weather, greater ruin, storm of vengeance; 1/week apocalypse from the sky,

    astral projection, meteor swarm, soul bind. Apollyon also casts spells from the Destruction domain at

    will; these spells are included in the list above. These abilities are as spells cast by a 58th level

    sorcerer (save DC 25 + spell level).

    Spells: Apollyon casts divine spells from the cleric list and from the Chaos, Destruction, Death, and Evil domains as a 20th level Cleric (save DC 18 + spell level).

  • Exorcise Spirits (Ex): As part of his desire to destroy the current manifestation of the Cosmos, Apollyon also seeks to correct the wrongs of those who breach the unwritten contracts between the

    divine and the mortal. Having witnessed first hand the danger in direct interaction between beings

    from the Worlds Beyond with the Prime Material Plane, Apollyon strives to ensure that such actions

    never take place in his presence. Apollyon has the power to send all Extraplanar Outsiders within 150

    feet reeling back to their plane of origin 3/day. Essentially, anytime a being is physically manifested in

    a plane of existence other than their natural plane, they can be banished. All beings, even gods and

    cosmic entities, are subject to Exorcise Spirits. Non-divine beings (those without divine ranks or

    virtual divine ranks) receive no save against this power; divine beings (those with 0 or more divine

    ranks or virtual divine ranks and even those who possess more divine or virtual divine ranks than

    Apollyon) receive a Will save DC 55 to withstand the effect. Non-divine beings are banished for a year

    and a day while divine beings are banished for one month per point by which they failed their save.

    Apollyon himself, however, must use this ability cautiously. Each time he Exorcises Spirits, there is a

    25% chance + 1 per every Extraplanar Outsider he Exorcises that he himself will be immediately sent

    hurtling back to the Abaddon with no save.

    Maw of The Abyss (Ex): Apollyon can hardly destroy everything if sentient beings, ignorant of the need for their destruction, seek to flee him. Thus, Apollyon has the power to suck them into the Maw

    of The Abyss. Apollyon can manifest Maw of The Abyss in two ways. First, Apollyon can literally cast

    beings into The Abyss. All within 75 feet of Apollyon receive a Will save DC 51. Those that fail are

    horrified as a putrescent portal filled with jagged rocks appears beneath them, dragging them to a

    random location in The Abyss. Those sent to The Abyss in such a manner are under no special

    restriction barring them from escaping. In any case, Apollyon can sense the location of those he sends

    to The Abyss for up to six days following their banishment. Secondly, Apollyon may use the Maw to

    literally fix beings within 75 feet of his person to their current plane of existence as well as within 150

    feet of their present location if they fail a Will DC 51. When he calls on this effect, Apollyon draws a

    portion of The Abyss to him, causing the ground to tremble and burn, the sky to weep, and cause all

    of nature within 150 feet to scream out in terror and anguish. Essentially, Apollyon affects any being

    within the radius (he can select who is immune to the power) with a truly powerful dimensional anchor

    with the additional effect of keeping them hedged within a certain radius. Thus, a being could fly but

    would not be able to fly more than 150 feet from the location they were standing/flying/ etc. at the

    time the effect took place. This version of Maw of The Abyss lasts for 10 rounds unless a disjunction

    spell is cast on the effect (casting it on Apollyon wont end the effect); a disjunction cast on the effect

    has a 1% chance per level of the caster to end Maw of The Abyss. In any case, Apollyon may use the

    variations of Maw of The Abyss a total of 6 times a day.

    Voice of the Apocalypse (Ex): Apollyon can cause all lesser creatures to understand the need for the end of the world to take place as soon as possible. As such, Apollyon can use the Voice of the

    Apocalypse. This powerful ability is usable once a day by Apollyon and allows him to affect all

    creatures within 15 miles of his person. Akin to the combined effects of an earthquake and hurricane,

    Apollyons voice carries an incredible amount of dread and hysteria, causing lesser beings to run

    amok. All non-divine beings receive a Will save DC 51, although some suffer penalties to their saves;

    Chaotic evil beings suffer a -6 penalty, while CN and NE beings suffer a -3 penalty. All affected beings

    are filled rage (as the Barbarian) and the need to destroy property, buildings, nature, and other living

    creatures indiscriminately to their utmost ability. The effect lasts for 51 rounds, during which entire

    towns can be destroyed. When the effect ends, affected beings are granted another saving throw with

    the same penalties; those that fail continue destroying. If there is nothing to destroy, affected

    creatures will commit suicide. The only way to end Voice of the Apocalypse is through individual

    castings of remove curse and restoration, the use of a well worded wish or well requested [i]miracle,

    or the direct intervention of another divine being with at least 11 divine ranks or virtual divine ranks

    with the ability to Alter Reality.

    Wake of Destruction (Ex): Apollyons presence is anathema to all life. Perpetually surrounded by a burning, entropic aura, Apollyon slowly breaks down the physical components of those near him. All

    beings within 30 feet of Apollyon suffer 2d12 points of cosmic damage each round. Those that get

    within 5 feet of Apollyon suffer 5d12 points of damage. Thrice per day, Apollyon may expand and

    intensify his Wake of Destruction, causing 52d12 points of cosmic damage to all within 60 feet; those

    within the radius may Reflex save DC 55 for half damage. In either case, casting death ward reduces

  • all damage caused by Wake of Destruction in half (so those that save against the expanded Wake

    suffer damage on a successful save); Divine Shields and similar cosmic or divine protections absorb

    the maximum possible damage, causing the Shield to collapse, although that which is being protected

    is unharmed.

  • Pale Night, Demon Queen of Ravens, Mother of Darkness Demiurge

    Medium-Sized Outsider (Chaotic, Evil, Extraplanar) Hit Dice: 55d8 (infernal) + 20d6 (rogue) + 10d6 (void incarnate) + 935 (1555 hp) Initiative: +23 (+15 Dexterity, +8 Superior Initiative) Speed: 110 ft., fly 270 feet (perfect) AC: 96 (+37 natural, +19 deflection, +15 Dexterity, +15 profane), touch 59, flat-footed 96 Base Attack/Grapple: +70/+79

    Attack: Fingernails +79 (1d8+9; 18-20x3) Full Attack: Fingernails +79/+74/+69/+64 (1d8+13; 18-20x3) Space/Reach: 5ft/5ft Special Attacks: Abyssal Vehemence, call Demons, call fiendish dire ravens, call consort, Cosmic Corruption, Entropic Wave, spell-like abilities, spells, sneak attack +10d6, crippling strike, null strike,

    Black Melody, Dark Wind

    Special Qualities: Demon Prince Qualities; Decadent Divinity; Demon God; Ravaged Forms; DR 25/cold iron, epic, good, and lawful; SR 74; trapfinding, trap sense +6, uncanny dodge, improved

    uncanny dodge, evasion, slippery mind, improved evasion, defensive roll, blank aura, void presence,

    mettle of fortitude, blank mind, mettle of will, improved mettle of fortitude, empty form, improved

    mettle of will, Princess of Ravens, Blasphemous Joining

    Saves: Fort +55 Ref +61 Will +59 Abilities: Str 28, Dex 40, Con 33, Int 35, Wis 40, Cha 48

    Skills: Balance +78, Bluff +79, Concentration +98, Diplomacy +85, Disable Device +61, Disguise +83, Escape Artist +77, Forgery +72, Gather Information +78, Hide +82, Jump +65, Knowledge

    (arcana) +115, Knowledge (history) +80, Knowledge (religion) +67, Knowledge (the planes) +97,

    Listen +79, Move Silently +88, Perform (Oratory) +60, Scry +74, Search +82, Sense Motive +67,

    Sleight of Hand +70, Spellcraft +128, Spot +84, Survival +83, Tumble +100

    Feats: Combat Casting, Eschew Materials, Spell Penetration, Greater Spell Penetration, Improved Initiative, Quicken Spell, Dodge, Lightning Reflexes, Greater Spell Penetration, Weapon Finesse, Skill

    Focus (Spellcraft), Combat Reflexes, Blind-Fight (domain power), Heighten Spell

    Epic Feats: Blinding Speed, Epic Spell Penetration, Epic Spellcasting, Improved Combat Casting, Ignore Material Components, Superior Initiative, Epic Dodge, Dexterous Fortitude, Epic Skill Focus

    (Spellcraft), Automatic Quicken Spell (x6), Improived Heighten Spell

    Climate/Terrain: Any land and underground (Random Layer in The Abyss) Organization: Unique (Solitary) or flock (Pale Night, 100-300,000 ravens)

    Challenge Rating: TBD

    Whispers are abound in the cosmos, whispers of an ancient evil thought destroyed. These whispers

    say this great evil is manipulating events on the primes, the hells, and even the great skies above

    towards its own dark goals. These whispers are never more than that, for those who speak out loud

    are silenced. Heaven has yet to hear these whispers, but when it does, soon no doubt, the cosmos will

    shake, and the celestial host will be roused, for heaven has once ignored these whispers, a mistake

    that cost them dearly.

    Pale Night, the Demon Queen of Ravens, Mother of Darkness. An enigmatic being forgotten by

    creation. Pale Night has been a blight on the multiverse since the creation of the primes, and has

    shaken the foundations of the multiverse to their core. Her beginnings are relatively unknown, some

    believe she was a fallen celestial, others that she was a demon lady of sexual domination, either way

    she was relatively unimportant in the scheme of things. This all changed when Pale Night discovered a

    great artifact known as the Midnight Void. The Midnight Void corrupts all that touches it, and Pale

    Night could not resist its power. She disappeared from the multiverse for a millennia, gathering the

    Artifacts secrets and making them her own. When she returned Pale Night was a powerful entity,

    almost her entire self changed, but she remembered one thing from the time before, that sex can give

    power.

    Pale Night became the consort of a being known only as Chaos (some debate this was Demogorgon,

    but either way she is sometimes called Old Night for her relationship with this being), she leeched off

    its power to further her own gains, and was cast out. Pale Night moved on, realizing great power

    could be achieved in this way, and eventually her priorities changed and so did she. Pale Night

  • became a Demiurge seeking to control others, whether sexually or not. Her long line of consorts

    spawned some of the most powerful demons in creation, including Grazzt, Demon Prince of Shadows,

    Vucarik of Chains, and Lupercio, Baron of Sloth.

    Year later, for reasons unknown, Pale Night developed a hatred of the Realms Above unparalled, and

    began using her manipulative powers to form a great abyssal army, nearly infinite in numbers. And

    yet Heaven hasd faced many great threats before, and they knew such an army could not breach the

    Gates of Heaven, and so they offered no challenge. Day by day the Abyssal army dwindled, hundreds

    of thousands deserting and dying, and Heaven was confident that soon it would be completely gone.

    However, on the thirteenth day of the siege, Heaven was betrayed by one of their own. The great

    Seraph Sedirenite, Lord of the Hunt opened the gates, allowing the vile hordes of the Abyss to pour

    through. They were intent on despoiling Paradise, but that was not to be. Pale Night heself was

    betrayed by her son Graz'zt, who abandoned her at this crucial moment, taking with him half the

    demonic army. His mother's screams echoed throughout the cosmos as he left to carve out his own

    abyssal kingdom. Seeing this great betrayal, the hosts of Heaven rallied behind the very Seraph

    responsible for opening the gates to evil. They drove her remaining forces out and closed the gates,

    assuming Pale Night to be dead. Sedirenite, who had twice betrayed, once good, once evil, eventually

    joined the ranks of the Lords of Freedom.

    But Pale Night was not destroyed, only her physical form shattered, her malevolent spirit eventually

    reforming. Pale Night swore vengeance against her son Grazzt, against her former lover Sedirenite,

    against all of creation. But, she has remained hidden, waiting and regaining strength. She has

    enslaved hundreds of mortal rulers across the primes, bending them to her will, yet hiding it. She has

    had many consorts, dominating them and leeching off their resources. There are those in heaven who

    suspect she has survived, and seek out the signs of her return, Sedirenite among them. They fear and

    dread the day she comes for heaven.

    Pale Night is now forced to compete with her son, Grazzt, because both have the same ultimate goal,

    uniting the lower planes and destroying heaven. However, while Graz'zt favors a more direct

    approach, Pale Night works from behind the scenes. Yet Grazzt is unaware of his competition, and

    some of his most trusted servants are slaves of Pale Nights. Pale Night is partially responsible for his

    loss of power, in that she helped persuade Iggwilv to summon and hold Grazzt prisoner on a prime

    world, where Iggwilv could sire a child. To this day, Graz'zt remains ignorant of his mother's survival,

    or her role in his imprisonment.

    Also, Pale Night greatly fears and hates the Prince of Demons, Demogorgon, for his power and his

    great intellect. She knows he is totally insane (even more so than most demons), and will stop at

    nothing to destroy the cosmos. But she hesitates in her attempts to destroy him, because she both

    fears him, and sees him as a possible ally. Demogorgon makes attempts to halt her power growth, but

    she is aware and takes necessary step to prevent this, just as she attempts subtly to sabotage his

    efforts, to no avail. But is fated that one day they will meet, but what comes from it no one can

    predict.

    In recent years as her reach extends across the primes, Pale Night has developed an affinity with

    birds, especially ravens. Her few servants believe the reason is because her newest consort, the fellow

    demiurge Pazuzu, is strongly associated with flying creatures. Either way she has learned how to use

    these small, mostly unnoticed creatures to spy on holy orders, and cause havoc on the primes. But

    now word is spreading, and ravens are being hunted by the Knights of Baphomet, her last consort, for

    he is angry and jealous that she left him for some demonic pixie. Both her and Pazuzu are amused,

    but if Baphomet in any way endangers her or her secrets. Pazuzu is still unaware of her true nature,

    believing her to be some lesser demonic entity.

    Pale Nights physical appearance is probably the least demonic of all demons, and many have

    underestimated her for it. She appears as a stunningly beautiful human or elf woman with raven black

    hair, piercing gray eyes, and a perfect figure. She is always wrapped in the Midnight Void, which takes

    the appearance of shifting gray cloak on the outside, and appears to lead into the nether realm when

    you glimpse the inside.

  • The Tower of Ravens

    Pale Nights personal enclave is the Tower of Ravens, a great shadowy monolith taking many forms

    and names. Its original home was the triple layer of Azzgrat, and when Pale Night was betrayed,

    Grazzt came home to sit on her dark throne, he found her palace keeping him out. It soon uprooted

    itself from the city, killing thousands of demons in the process, and plane shifted away. Graz'zt

    presumed it had found its own freedom, and never laid eyes on the tower again.

    The Tower of Ravens is in reality an ex-suitor, a Demon Lord that has been bound into construct form

    and compelled to slavish loyalty to Pale Night, it can assume the terrain of its surroundings. When

    within the maze of Baphomet, it took the form of a tall spidery tower, walking above the maze, picking

    out loners for food, or other evil purposes. Now, Pale Night consorts with Pazuzu, the tower has taken

    the form of a mile long airship, similar to the shape of a demonic raven, bristling with weapons.

    Combat

    Pale Night rarely enters combat herself, leaving it to lesser beings, and usually retreats to the

    impregnable Tower of Ravens. On the occasions that she succumbs to bloodlust or has some unknown

    purpose for fighting, she makes a very formidable opponent.

    Pale Night often opens combat at a distance, using her spells and leeched abilities to weaken her foes.

    She then summons Dark Winds before closing to melee. In melee combat she will Swarm opponents

    while the winds weaken and confuse them. If faced with stiff resistance, she retreats to a distance,

    calling her concubine, and filling the area with demons and demonic ravens. Then she will either leave,

    becoming uninterested, or enter the fray again with different tactics.

    Divine Decadence (Ex): Although not a god, Pale Night possesses power that rivals that of true divine beings. Pale Night possesses a virtual divine rank of 18 as described in the Virtual Divine

    Ranks and Cosmic Entities Defined article. On the Prime Material Plane or in the Ethereal Plane, Pale

    Night can affect the land within 18 miles of her person as the divine ability Godly Realm described in

    Deities and Demigods. In most cases, Pale Night will seek to cause tremendous damage, changing

    gravity and magic traits, and occasionally blanketing the area with a bone numbing chill.

    Demon Prince Qualities (Ex): Pale Night is immune to electricity and poison; she possesses acid, cold, and fire resistance 10. Pale Night may engage in telepathic communication with any creature

    within 100 feet. Pale Night constantly detects good, detects magic, and true sees as a 31st level

    Sorcerer; she possesses immunity to polymorphing, petrification, or any other attack to alter her

    form. Pale Night is not subject to energy drain, ability drain, or ability damage; she is also immune to

    mind-affecting effects.

    Pale Night can sense anything within one mile around the mentioning of her name, titles, or an item of

    importance to her. This power is barred from places associated with gods of goodness, the personal

    redoubts of Demiurges or any being that possesses divine rank or virtual divine rank.

    Pale Night is immortal and cannot die from natural causes; she does not age, and does not need to

    eat, sleep, or breathe.

    Abyssal Vehemence (Ex): Pale Nights physical presence is so disgusting that is causes lesser creatures to succumb to her hate and need to spread destruction and terror. All creatures within 600

    feet of Pale Night must succeed in a Will save 56. Those who succumb to Pale Nights gross presence

    suffer one of the two following effects:

    Fright: Affected beings become shaken and suffer a 2 morale penalty on attack rolls, saves, and

    checks. The merest glance or gesture by Pale Night makes them frightened, and they flee as quickly

    as they can, although they can choose the path of their flight.

    Madness: The grotesque evil incarnate in Pale Nights physical presence drives lesser beings insane

    per the insanity spell. The being remains stuck in a state of madness for one day for every point by

    which she failed the saving throw, after which time the victim is allowed another save. The madness

  • exists until the victim successfully saves or the appropriate spells are cast by a 31st level being to

    purge the insanity effect.

    Pale Night can make his servants, worshippers, beings of Chaotic Evil alignment, or a mixture of all

    three types immune to this effect as a free action. This immunity lasts one day or until Pale Night

    dismisses it. However, Pale Night cannot determine which effect takes place; there is a 50% chance

    each time Abyssal Vehemence is used that one or the other effect will impact near by victims. Other

    Demiurge and beings possessing divine ranks or virtual divine ranks equal to or higher than Pale

    Nights virtual divine rank are immune.

    Call Demons (Sp): Thrice per day, Pale Night may call Demons. Like all Demiurge, Pale Night is

    under no special restriction for calling any kind of Demon, and may call up to 90 HD of these creatures

    per attempt. Pale Night has an tendency to call Glabrezus for their deceitful ways, but if things go

    badly Pale Night will summon Balors.

    Call Fiendish Dire Ravens (Sp): Thrice per day, Pale Night may call on 90 HD worth of fiendish dire ravens (22 ravens). The stats for these creatures are below.

    Call Concubine (Sp): Once per week, Pale Night may call her concubine, whatever it might be. She does this reluctantly, knowing the her concubines dislike coming at beck and call. Once summoned, a

    concubine is under the compulsion to grant her a wish or give her aid, but not to the point where it

    might be harmful to itself.

    Cosmic Corruption (Su): So heinous is Pale Nights presence that she may corrupt an entire area

    with but a thought. Once per day as a standard action, Pale Night may unhallow an area equal to 1925

    feet. Pale Night can apply the following spells to the unhallow effect (some of which are not listed as

    part of the unhallow spell in the Players Handbook): bane, bestow curse, contagion, deeper darkness,

    dispel magic, silence. In most situations, Pale Night will select dispel magic.

    The forces of righteousness disgust Pale Night, who finds goodness and holiness repellent enough to

    give her pause. As a result, Pale Night avoids hallowed ground. If Pale Night finds it necessary to enter

    a hallowed site, she must make a Will DC save equal to 30 + the divine rank of the represented god +

    the gods Charisma modifier; Pale Night cannot use her spell resistance to overcome this effect. If Pale

    Night succeeds in entering the hallowed area, the area immediately becomes unhallowed. Once Pale

    Night breaches holy ground, the god in question is immediately alerted to her presence and will

    almost always (DMs discretion) arrive in person to deal with The Princess of Ravens.

    Demon God (Ex): Even though she is among the greatest of the Demiurge, Pale Night has very few worshipers. Across the entire cosmos Pale Night has fewer than a thousand worships, but all of them

    are powerful. The reason so few mortals venerate her is because of the great lengths she has taken to

    hide herself from creation. She only has a small cadre of Demons and other followers, all of them

    completely loyal, almost to the point of losing their own identities. Whether mortal or not, clerics of

    Pale Night go by many different names; Childen of Darkness and Ravens are two of the most

    common. Clerics of Pale Night have access to the Chaos, Darkness, Evil, and Trickery domains. The

    worshipers of Pale Night have no common goal except to sow the seeds of chaos and darkness.

    Entropic Wave (Su): Pale Night can unleash an explosion of corrupt, destructive, Abyssal power in the form of a wave that extends from her person. Pale Night may use her Entropic Wave 12/day,

    dealing 22d12 points of damage. Pale Nights Entropic Wave explodes in a radius of 120 feet; victims

    caught in the wave may attempt a Reflex save DC 48 for half damage. Pale Nights Entropic Wave

    appears as a huge flight of ravens, their blood-tipped beaks issuing a dreadful cry. Those struck by

    the Wave that managed to survive claim that they felt as if their bodies were being picked apart by

    the savage birds. Such people have a tendency to flinch every time they see a raven. Entropic Wave

    ignores mortal magic like anti-magic field, but may only remove one layer of prismatics per blast.

    Walls of force are not affected by Entropic Wave, while Divine Shields suffer full damage.

    Ravaged Form - Sorcerous Might (Sp): Pale Night is a sorceress of great and terrible power, and

    casts arcane spells as a 21st level sorcerer, with the benefits of several spell knowledge and improved

    spell capacity feats. She also receives a +15 bonus to Spellcraft and Knowledge (arcana).

  • Ravaged Form - Epic Magic Power: enslave (Sp): Once per day as a standard action, Pale Night can cast enslave. She does not need to roll a Spellcraft check. When Pale Night calls on this effect, she

    makes a permanent thrall of any living creature. See the Epic Level Handbook for more information on

    enslave and Epic Spells. Pale Night often uses this to enslave mortal rulers, and important nobles

    across the cosmos.

    Ravaged Form - Medium-Sized: Pale Night is the size of a normal human.

    Ravaged Form - Alternate Form: Swarm of Ravens (Su): Three times per day as a standard action Pale Night may assume the form of a Colossal sized raven swarm. While in raven form Pale

    Night is immune to physical damage (because there are hundreds of thousands of ravens in her

    swarm), spells or abilities that target fewer than 100 individuals, all her attacks automatically hit,

    dealing 12d6 damage, and have the following qualities for overcoming DR: Epic, Chaotic, Evil,

    Adamantine. Also Pale Night may not use spells, spell-like abilities, or other special abilities, she

    retains all special qualities. When in swarm form Pale Night can occupy any area of 50 feet by 50 feet,

    regardless of other creatures being there, and may attack each creature in her occupied area once per

    round. As a free action Pale Night may split the swarm into 10,000 ravens, each holding her essence,

    and unless they are all killed, she lives. She may resume her standard form as a standard action,

    whether in swarm or a single raven.

    Distraction (Ex): Any living creature vulnerable to the swarms attack that begins its turn in the swarms square is nauseated for 1 round; a Fortitude save DC 56 negates. Spellcasting or

    concentrating on a spell in this area requires a Concentration check (DC 20 + spell level). Using skills

    that require patience or concentration requires a DC 20 Concentration check.

    Ravaged Form - Abyssal Talons: Pale Night has short razor-sharp fingernails, tainted with her evil. When in humanoid form, Pale Nights fingernails are deadly weapons and are treated as Epic, Chaotic,

    Evil, and Adamantine for the purposes of DR.

    Ravaged Form - Creeping Shadow (Su): Anything hit by Pale Nights swarm attack must make a

    Fortitude save DC 56, or begin to lose its body to the shadow. A creature that fails takes 3d6 strength

    and dexterity damage as their body deteriorates and must make a second save, this time Will of 56,

    or go permanently insane. The victim must continue to make Fortitude of 56 saves every six days or

    take another 3d6 strength and dexterity damage until he is cured (see below) or dies. This vileness