Large Outsider (evil, extraplanar)

Hit Dice: 42d8+336 (672 hp)

Initiative: +7 (+7 dexterity)

Speed: 40 ft

AC: 56 (+24 natural, +16 insight, +7 dex, -1 size)

Base Attack/Grapple: +42/+54

Attack: Claw +50 melee (2d8+8+1/19-20) or bite +49 melee (3d6+4+1)

Full Attack: 2 claws +50/+45/+40/+35 melee (2d8+8+1/19-20) and bite +44 melee (3d6+4+1/x3)

Space/Reach: 10 ft./10 ft

Special Attacks: Defiled magic², die when I say, never ending pain, spell-like abilities, summon child, withering

Special Qualities: As I die², blessed by the first, DR 15/good, epic, and silver, dark grace, fast healing 18, immunity to acid, vile damage, and poison, life-eater², regeneration 15, resistance to electricity 15, root of all evil, senses of evil², SR 49, abomination traits, weavers of flesh²

Saves: Fort +47, Ref +46, Will +53

Abilities: Str 27, Dex 24, Con 26, Int 39, Wis 38, Cha 43

Skills: Bluff +61, Concentration +53, Diplomacy +61**, Disguise +61, Escape Artist +52, Gather Information +61, Hide +52, Intimidate +61**, Knowledge (arcana, planes, religion, dungeoneering, history, local history) +59, Listen +59, Move Silently +52, Search +59, Sense motive +59, Spellcraft +59, Spot +59, Survival +36, Use Magic Device +38

Feats: Dark speech*, evil brand*, improved rapid strike (claw), rapid strike (claw), sacrificial mastery*, vile natural strike*, violate spell like ability*, weapon focus (claw), willing deformity (gaunt)*

Epic Feats: Epic evil brand, fast healing, spellcasting harrier, tenacious magic (unholy aura)

Climate/Terrain: Gray Wastes of Hades

Organization: Solitary

Challenge Rating: 29 (only with base abilities)

Treasure: None

Alignment: Always neutral evil

Advancement: 43-55 HD (huge), 56-80 (gargantuan)

**When dealing with evil creatures this bonus increases to +69 for Diplomacy and +69 for intimidate

 

A tall spindly creature stands before you, withered and scarred by disease. Its limbs are grossly misshapen and disproportionate to all but it's head. It's head, aside from the horns, is reminiscent of the skull of a horse with potch marked skin stretched far too tight to its discolored bone. It's warped body oozes pus as glossy eyes stare out at you with dark, secret, malice.

 

In the oldest of all libraries, in the deepest cave, behind the best guarded doors, lies an ancient tome called the “Book of Vile Darkness”. This foul document speaks in one of its pages of the creation of the universe, and the first beeings who stepped out of the creation chaos. This book mentions a name for these beeings, which has given pause to even the demonlords and the lords of the nine: the baernoloth.

From the shadows of creation, the baernoloth, the first and primal of all evil fiends stepped out of hiding. This ancient race could be considered the root of all evil in the multiverse. They created the first demons and devils, forming the yugoloth as their agents. The baernoloth perverted life in thousand places and build the foundation of all foul magic. Then they disappeared.

No one really knows if these mythic and enigmatic creatures still exist today or even if they really ever existed. If they still exist, than it would be difficult to face one of these creatures and see through their lies and deceptions which took them aeons to weave. Sometimes it is rumored, that the greatest heroes of light and darkness are nothing but pawns of these ancient fiends.

Though these creatures are technically a yugoloth, they have not much in common with their lesser children – consider it the difference between a human and a god. The baernoloth stand outside the hierarchy of the common yugoloth, but no yugoloth would try to harm a baernoloth or disobey one of its “wishes”.

COMBAT:

Baernoloth seldom enter combat, but when one feels the need to cause carnage it does so in a savage manner, blending hate, torture, and murder into a horrifying art form that would give pause to even Powers of evil. Baernoloth savor death caused through their own hand, thusly the Baernaloth will never use magic or even normal items.

All baernoloth posess the following powers:

Blessed by the First (Su): A baernoloth applies his Charisma modifier as a bonus on all saving throws and as an insight bonus to his armor class.

 

Die When I Say (Su): At will a Baernoloth may heal all damage caused to a target by its claw or bite attacks. There is no range to this attack, but the target must be within sight. Additionally it may cause 4 points of temporary dexterity damage. There is no save against this ability, but a bearnloth may not heal less then all damage caused by its claws or bite, and this ability, as well as the dexterity damage, has no affect against a target that has taken no damage from the baernoloth's claw or bite attacks.

 

Hidden (Su): A baernoloth can assume the shape of any Small, Medium or Large humanoid. In humanoid form, the baernoloth loses his natural attacks. A baernoloth can remain in his humanoid form until it chooses to assume a new one. A change in form cannot be dispelled, but a baernoloth reverts to its natural form when killed. A true seeing spell or ability reveals its natural form.

 

Never Ending Pain (Su): Three times per day a baernoloth may cause wounds that it has created on one victim within sight to be revisited with even greater corruption. The baernoloth may repeat any damage caused by its claw or bite attacks from one round, causing the wounds to tear open agonizingly and implanting their victim with some foul magic. A baernoloth may apply addiction*, loves pain*, morality undone*, pestilence* or plague of nightmares* on their chosen victim, at a caster level equal to their hit dice, when utilizing this ability. Thus, if a baernoloth inflicts 14 points of damage with a claw attack, 16 with another, and 20 points with its bite attack all in the same round to the same target, it may later use this ability to cause fifty points of damage and loves pain to that same target. This ability is useable as a free action. While the target is not allowed to save against the damage, they may attempt fortitude save at a DC of 44 to resist the secondary affect.

 

Regeneration (Ex): Baernolth take normal damage from good, epic cold iron weapons or weapons tempered with the blood of a good deity.

 

Root Of All Evil (Ex): No baernoloth is like the other , and nearly all of them share one or more features with their offspring. After only a week of vile meditation and self-experimentation a baernoloth may grant itself one special attack or special quality of another fiend of non-divine status, with the exception of spell-like abilities. Thusly a baernoloth could grant itself: a barbazu's diseased beard, a balors aura of flame, or the draining kiss of a succubus.

A baernoloth cannot change this ability this ability once chosen, but may gain an additional special attack or special quality for every three hit dice it possess above forty-two. Save DC's and caster level is based upon a baernoloth's hit dice and ability modifiers, and not that of the original fiend.

 

Spell-like Abilities: At will-abberate, absorb mind*, addiction*, bestow curse, blasphemy, claws of the bebelith*, death grimace*, deeper darkness, desecrate, devil’s tongue*, greater dispelling, heartache*, hold monster, loves pain*, red fester*, scrying, seathing eye-bane*, suggestion, greater teleport, unholy aura, unholy blight, unhallow, touch of jubilex*, wither limb*;

Caster level 30th; Spell DC: 26 (30 with evil spells³) + spell level

 

Summon Child (Sp): A baernoloth can summon any fiend (daemon, demon, devil, yugoloth) in existence once per day, though is loath to do so because its is disgusted by the weaker fiends it can control. A baernoloth can summon even abyssal lord or lords of the nine, but they are not under control of the baernoloth.

 

Withering (Su): When a baernoloth hits a living opponent with a claw or bite attack the opponent takes 2 points of permanent Constitution drain, or 4 points on a critical hit. The baernoloth gains a cumulative +1 Str bonus for every 2 points of constitution damage that it inflicts to a maximum of his unmodified strength score. The attack allows a Fortitude save (DC 46). The DC is Charisma-based.

 

Abomination Traits: Immune to polymorphing, petrification, and other form-altering attacks; not subject to energy drain, ability drain, ability damage, or death from massive damage; immune to mind-affecting effects; fire resistance 20; cold resistance 20; nondetection; true seeing at will; blindsight 500 ft.; telepathy out to 1,000 ft.

The following abilities are not shared by all baernolth. Each baernoloth is a unique creature an posesses one to eight of the following abilities:

Ancestor’s Bidding (Su): The Baernoloth has the power to demand obeisance of all his “children”. In a shockwave of sickly grey energy, a Baern can, as a standard action, attempt to dominate all evil creatures within 300 ft. All evil, non-divine (divine rank 0 or higher) creatures must succeed on a will save DC 46 or suffer the effects of a dominate monster spell, with the following exceptions:

-Yugoloths take a –6 penalty on their saves, since their ties to the Baern are the strongest.

-Demons and Devils take a –2 penalty on their saves, for the Baern taps old, long forgotten connections to these protoplasmic spirits to worm its way into their minds.

-Certain “noble” demons, devils and similar evil outsiders (as a rule of thumb, all such creatures chosable for “pact feats” like Thrall to Demon) are immune to this ability nevertheless.

-Clerics of Evil Gods or mortals with feats like “Thrall to Demon” or similar feats gain a +4 bonus on their saves, since the connection to their vile patrons gives them an edge in resisting the assault on their minds. This does not extend to mortals who crafted a pact with a yugoloth entity.

-Creatures created by this special Baernoloth’s Weavers of Flesh ability gain no save. If it was another Baernoloth who directly created a given creature, it takes a –4 penalty on its save.

-Protection from Evil does not suppress control.

This ability has a caster level of 30, but it cannot be dispelled but by a CL 31 disjunction or a CL 31 Miracle, and these possibilities allow only one creature to be freed for each application form the Baernoloth’s corrupt yolk.

The duration of this ability is otherwise permanent, and the maximum number in HD of creatures controlled is twice the Baern’s HD (default 84). This is a burst effect, so creatures standing near the Baern are affected first, although obstacles don’t block it.

 

As I Die (Ex): Perhaps the most fearsome of all powers of the baernoloth is the consumption of the heroes of light. When a baernoloth is slain by another living beeing its soul clings to the soul of the person who slew it. The soul cannot be exercised without killing the one who slew the baernoloth. The baernoloth then begins a terrible metamorphosis with body and soul of the posessed beeing. Within a few days of terrible agony and endless pain, the baernoloth transforms the body of its victor into his body – reanimating the baernoloth. The victim is held into eternity of torture* after 24 hours after killing the baernoloth. The baernoloth needs 1 day for 7 hit dice of the victim to complete the transformation.

Short of divine intervention, there are only few ways to stop the transformation: an epic heal spell consisting of the heal seed cast against a caster level check of the baernoloth, a wish or miracle spell cast by a spellcaster aginst the caster level of the baernoloth on hallowed ground or the possesed beeing must be killed on hallowed ground and reanimated . If the possed beeing passes a Will save, it is returned to life. If it fails the save, the baernoloth is reborn forever destroying the former posessed and consuming its soul (no further resurrection will work). The save DC is 41 and it is charisma based.

 

Defiled Magic (Su): There is a property in the baernoloth's obsession to wickedness that causes even the force of abstract evil to bend its favor. This reality corrupting sympathy allows the baernoloth to cast corrupt spells and spell like abilities without the spells corruption cost. Additionally they may ignore disease component requirements of spells and spell like abilities and the baernoloth cats all corrupt spells with a standard action as a swift action. Further, they get an +4 DC enhancement for spells with the evil descriptor.

 

Life-Eater (Su): A baernoloth notices and locates living creatures within 100 feet, just as if it possessed the blindsight ability. It also senses the strength of their life force automatically, as if it had cast deathwatch.

 

Senses of evil (Su): A baernoloth has the following spells always active at 30th caster level: devil’s tongue*, detect evil, detect good, detect magic, magic circle vs. good, nether trail, read magic and true seeing. They can be brought down, but the baernolth can reactivate all of them as a swift action.

 

Shield of Innocence (Su): A Baernoloth of this ability has conquered Innocence itself to protect it from well-meaning heroes and to turn their good intentions against them. Thrice per day as an immediate action, the Baern may call on the Shield of Innocence to shield itself from any harm. Whenever the Baernoloth is targeted with an attack or other effect that requires an attack roll, he may instantly draw the soul out of the last innocent child the attacking creature is related to, has had familiar contact with, or has seen (in that order). The child's soul is ripped and pulled to wherever the Baernoloth is, and is forced to interpose itself between the attack and the Baernoloth, being destroyed in the process and killing the child on the spot. This negates any adverse effects of the attack on the Baernoloth. With one application of Shield of Innocence, a number of souls equal to the Baernoloths CHA-modifier can be used for the shield.

The ghostly image of the dying child, killed by the weapon or effect from the attacker appears as a flickering, instantaneous image before the Baernoloth, forcing the attacker to make a DC 46 Will save or take 2 points of Wisdom drain per attack he or she executes, as the regret and madness eat away his or her mind.

Creatures immune to „vile“ damage, to corruption cost or whose racial backgrounds do absolutely not include children (such as constructs, but DM's discretion) are unaffected by this ability. Most outsiders are, though, because they sometimes procreate with mortals and thus are familiar with the concept of children.

 

The children's souls may only be resurrected by a good cleric of at least 31st caster level, who casts First Miracle and then True resurrection.

 

Finally, If any nonevil creature reaches zero wisdom by means of this special attack, it instantly regains these ability points but becomes instantly neutral evil and an eternal slave to the Baernoloth, as if dominated. This effect can not be negated but by a disjunction of a 31st-level caster (negating the domination) and a miracle cast by a 31st level good cleric in the following round (restoring alignment). Nevertheless, the target has to succeed on a fortitude save(DC 46) or die in the process, as the energies forming his soul are torn to shreds.

 

Greater Spell-like Abilities: 3/day-bestow greater curse*, death by thorns*, damning darkness*, dread word*, masochism*, morality undone*, shapechange, sadism*, stop heart*, wither limb*; 1/day-eternity of torture*, mindrape*, plague of nightmares*, rapture of rupture*; 1/week-apocalypse from the sky*, evil weather*, pestilence*.

Caster level 30th; Spell DC: 26 (30 with evil spells³) + spell level

 

Weavers of Flesh (Ex): The baernoloth once created every evil existence, that predates the modern fiends and perhaps the gods themselves. The baernoloth “create” (more truthfully would be “pervert”) new life forms from time to time with their powers. There is no limit to this power and specific baernoloth are known for their mastery of forming anomalities, which have never before come to existence (e.g. one created a half-golem-balor-ghost, another is rumored to gave life to the race of the aboleth).

*=From the Book of Vile Darkness

² = only if the encountered baernoloth posses this ability

³ = only if the baernoloth posesses the Defiled Magic Ability