Large Outsider (Evil, Incarnum)
HD: 40d8+480 (800 HP)
Initiative: +14
Speed: 50 ft. Fly 100 ft.
Armor Class: 54 (-1 Size, +4 Dex, +21 Natural, +4 Deflection, +10 Insight)
Base Attack/Grapple: +30/+44
Attack: Claw +41 (2d6+10+1d6 vile); ranged touch: Vile Blast +41 (15d6+2)
Full Attack: 2 Claws +41 (2d6+10 +1d6 vile); ranged touch: 2 Vile Blasts +41 (15d6+2)
Space/Reach: 10 ft. /10 ft.
Special Attacks: Fiendshaper, Fiendform, Spell-like Abilities, Plagued Breath Weapon, Fiendish Corruption, Vile Strike, Smog and Blight, Vile Blast, Summon Fiends.
Special Qualities: Unholy Bastion, Wicked, Spell Resistance 50, Immunities, Resistance to cold, fire and electricity 10, Telepathy 100 ft, Damage Reduction 15/epic and good, Fast healing 30, Blindsight 60 ft, Soulmelds, Chakra Binds.
Saves: Fort +41, Ref +39, Will +39 (against divine spells: Fort +59, Ref +57, Will +57)
Abilities: Str 31, Dex 31, Con 35, Int 28, Wis 30, Cha 40
Skills: Appraise +52, Balance +30, Bluff +58, Concentration +55, Diplomacy +58, Disguise +58, Hide 53, Intimidate +58, Knowledge (Arcane, The Planes, Religion) +52, Listen +53, Move Silently +53, Sense Motive +53, Spellcraft +52, Spot +43, Swim +33, Use Magic Device +58
Feats: Apostate (B), Augment Summoning, Ability Focus (Plagued Breath Weapon, Smog and Blight), Combat Reflexes, Cleave, Dark Speech (B), Dark Whispers, Combat Expertise, Filth Outburst, Flyby Attack, Improved Initiative, Improved Flyby Attack, Improved Sunder, Power Attack, Supernatural Instincts.
Environment: Bleak Badlands
Organization: Solitary
CR: 30
Treasure: Triple Standard
Alignment: Neutral Evil
Advancement: 41+ HD (large); or By character Class
Level Adjustment: -

Before you is a cloud of heavy , dark green smog, reeking with the stench of evil, within the fog, the shape of a tall monstrosity is visible.


Before you is a tall, odious creature with the vague shape of a tall, gaunt and six winged humanoid, it’s arms end in hideous claws and it’s face sports a skeletal appearance and it’s wings are leathery with patches of feathers, blackened like dried blood. The creature seems to ooze acidic filth from many cracks in its skin, and its six eyes glow with an eerie blue fire.

Baernoloths, and horrid fiends who create other fiends, they are disgusting monsters of filth and corruption, able to turn even the mightiest angel into a slithering creature of the lower planes.


Each Baernoloth has his own tactics, but all of them fight with their horrendous spell-like abilities, summoning lesser fiends to do their bidding when necessary.
A baernoloth’s natural weapons, as well as any weapon it wields are considered epic and evil-aligned for the purposes of overcoming damage reduction. They automatically overcome the damage reduction of any evil outsider, and ignores the regeneration of such creatures. Baernoloths are proficient with all simple and martial weapons, light, medium and heavy armor and shields (except tower shields). Many chose to wear armor and some like to use weapons, two-handers in particular.

Plagued Breath Weapon (Su): As a standard action, a baernoloth can belch forth a 60 foot long cone of infected bile. This attack deals 40d8 damage, half of this damage is acid damage and the other half is due to unholy power, not subject to elemental resistance. One fifth of this unholy damage is also vile damage. Reflex save DC 39, the save DC is based on Constitution.
Any creatures inside the cone, even those who make their saves, are also subject to Fiendish Corruption.
The baernoloth can use its breath weapon once every 1d4+1 rounds.

Fiendish Corruption (Su): supernatural disease – breath weapon, Fort save (DC 37), incubation period instantaneous; damage 1d6 wis and cha. Unlike normal diseases, fiendish corruption requires the victim to make a successful saving throw each round or take another 1d6 temporary wisdom and charisma damage. The disease remains until the victim is target of a remove disease spell, or reduced to both charisma and wisdom 0, at which point it starts to change into a fiend of the baernoloth’s choice with up to 15 HD the metamorphosis takes 1d4+1 rounds. The newly created fiend retains none of its former abilities or memories.
The metamorphosis can be stopped by a remove curse, remove disease, limited wish, wish or miracle spell, once it is complete, only a wish or miracle can revert the victim to her original form.

Vile Strike (Su): All natural and manufactured weapons held by a baernoloth deal an extra 1d6 vile damage with each strike.

Smog and Blight (Sp): As a free action, a baernoloth can start to generate a cloud of inky black smog, this works like the Acid Fog spell, centered on the baernoloth, additionally, all creatures inside the smog are subject to an effect similar to the Unholy Blight spell (caster level 40° for both effects), once each round. Unlike the spell, this effect is not subject to spell resistance. The smog doesn’t interfere with the baernoloth’s vision or line of sight. It is also difficult to dissipate with winds, like the solid fog spell. It is not flammable and cannot be created underwater.
The smog and blight can be dispelled, but the baernoloth may restart the effect as free action on its next turn.

Vile Blast (Su): The Vile Blast deals 15d6 damage and has a max range of 60 feet, with no increment. Half of its damage is acid and the other half is unnamed damage from unholy power. Additionally, half of this unnamed damage is also vile damage.

Unholy Bastion (Su): A baernoloth constantly irradiates an Unholy Aura, Desecrate and Unhallow effect with a radius of 30 ft. centered on him. The baernoloth benefits from the Desecrate and Unhallow effects just like an undead creature do, including the turn resistance, when faced with a creature able to turn or rebuke outsiders. The baernoloth is considered an altar dedicated to an evil entity for the effects of Desecrate. Additionally, any creature entering the radius of the Unhallow spell is subject to the effects of Morality Undone. The Caster level for all these effects is equal to the Baernoloth’s HD. If the Baernoloth enters the area of a Hallow, Consecrate or Holy Aura effect, the matching effect of this ability is suppressed, as well as the suppressing effect, both return as soon as the baernoloth leaves the area. The bonuses from this ability are already counted in the stat block.

Wicked (Ex): A baernoloth doesn’t have to pay a corruption cost when casting Corrupt spells and does not take ability damage when using Dark Speech powers. As a free action, a Baernoloth can apply any one (and only one for each use) of the following effects to any of his spells or spell-like abilities: Violate Spell, Corrupt Spell, Enervate Spell, Fell Drain, Fell Frighten, Fell Weaken or Fell Animate. This doesn’t change the spell’s level. All undead raised by a Baernoloth are created as if he had the following feats: Corpsecrafter, Bolster resistance, Deadly Chill, Destruction Retribution, Hardened Flesh and Nimble Bones.

Spell-like abilities: At will – Absorb Mind, Absorb Strength, Acid Fog, Addiction, Animate Dead, Bestow Curse, Circle of Death, Command Undead, Consume Likeness, Create Flames, Create Greater Undead, Create Undead, Crushing Despair, Damning Darkness, Death Kneel, Deeper Darkness, Desecrate, Doom, Fireball, Love’s Pain, Morality Undone, Power Leech, Rapture of Rupture, Red Fester, Twinned Scorching Ray (total six bolts), Seething Eyebane, Stop Heart, Intensified Rend Essentia, Unholy Blight, Greater Teleport (personal plus equipment only), Summon Monster IX (Evil Only); 3/day – Befoul, Blasphemy, Despoil, Energy Drain, Planeshift, Unhallow, Utterdark; 1/day – Crushing Fist of Spite, Mindrape, Wail of the Banshee; 1/week – Apocalypse from the Sky, Rain of Acid (as Rain of Fire, epic spell). Caster Level 35. Save DC 25+ spell level. Save DC is charisma based.

Fiendform (Sp): A baernoloth can alter his shape as a full round action. Using this ability, he may take on the form of any fiend. A fiend is any outsider with the evil subtype, fiendish creature or half-fiend. The baernoloth may use this ability to shift into templated forms. He gains none of the fiend’s supernatural or spell-like special attacks and qualities, retaining his own even if the assumed shape wouldn’t be able to use then. He receives any extraordinaire abilities, natural armor and natural attacks of the new form, but retains his own natural armor and claws if these are stronger (or if the assumed form lacks these). The baernoloth receives the new form’s strength, dexterity and constitution, and his stat block changes accordingly.
The assumed form can be advanced, but it can never have more hit dice than the baernoloth’s natural shape. The baernoloth may not use the Pseudonatural (either) or paragon templates with this ability.
The baernoloth may use this ability to mimic the Alter Self spell, but the hit die limit is the same as the baernoloth’s.

Fiendshaper (Su): As a standard action, a baernoloth can attempt to change any fiend in line of sight to a different form of his choice. This target fiend cannot have more hit dice than the baernoloth and the new form cannot have more hit dice than half the baernoloth’s own hit die or the fiend’s original hit dice, whichever is higher. The new form must also be a fiend, but it can be any form the baernoloth can think of. A fiend is any outsider with the evil subtype, fiendish creature or half-fiend. The changed creature loses all of its characteristics and gains those of the new form. In effect, it is as if the target fiend was always a creature of the new kind. No know mortal spell can revert this change and the creature’s mindset changes to match it’s new form.

Summon Fiends (Sp): Three times a day, a baernoloth can summon half of his HD in fiends (evil outsiders, fiendish creatures and half-fiends). The summoned creatures need not be of the same kind and arrive in 1d10 rounds and remain for up to one hour, during this time the summoned fiends cannot use their own summoning ability, if any. This is ability is equivalent to a 10° level spell.

Soulmelds: A baernoloth can shape soulmelds as a 20° level incarnate, but he has no essentia pool. To acquire essentia, the baernoloth must use its Rend Essentia spell-like ability, baernoloths are adept at draining power out of their enemies in this fashion, and the acquired essentia lasts for one hour, instead of one minute.

Chakra Binds: A baernoloth can bind his items and soulmelds to any of these chakras: Brow, Hands, Feet, Shoulders, Arms, Crown, Throat, Heart or Soul. It can have up to five bound chakras at any given moment.

Immunities (Ex): Baernoloths are immune to acid, poison and diseases. When subject to an effect that deals unholy, negative energy or vile damage the baernoloth instead heals hit points equal to one third of the damage that would be dealt. The baernoloth’s own ability to deal these kinds of damage cannot heal him, but he remains immune to the damage from such attacks.
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