Delirium at the Sleeping Spell Inn

A Dungeons & Dragons Online Module

for Pathfinder

Adventure Background

When a young foolish mage from the Twelve attempted to impress some of the barmaids at the Sleeping Spell Inn with a powerful but unstable artifact, the resulting mishap caused him to accidentally open a portal to Xoriat - the Plane of Madness - in the tavern basement. Within minutes the Sleeping Spell Inn quickly became overrun with beholders, tharaak hounds, and xorian renders from the maddening plane. Merla Bauerdatter, the tavern’s owner, and a few other patrons escaped, but many of her guests are still trapped inside. To make matters worse, the portal to the Plane of Madness is being wedged open by an Elder Beholder named, Knizzlenak.

Adventure Summary

This is an adventure adapted from the Dungeons and Dragons Online video game for PCs level 15.

Located just outside of the Twelve Enclave, Merla asks the PCs to rescue her patrons and find a way to close the portal to Xoriat inside her establishment, the Sleeping Spell Inn. Upon entering the inn, the PCs are immediately challenged to a drinking contest by a group of drunken beholders. After defeating the beholders, the PCs are beset by Xorian Madness while they save the rest of the patrons trapped in the guest quarters. They must fight an old rust key in the inn’s library to gain access to the kitchen and from there the basement. In the kitchen, the Cook is being forced to endlessly prepare food in fear that the zombie food will retaliate. Once the Cook is saved the PCs are able to access the basement. The last challenge before confronting the Elder Beholder and closing the portal is a puzzle in which the tiles have personalities all their own. After closing the portal and saving the patrons, the PCs return to Merla who is very relieved that everything is back to normal.


The Sleeping Spell Inn

The style of this far from cheap inn is modeled after the Tower of the Twelve, complete with elaborate stained glass windows and ornate redwood architecture. The Sleeping Spell Inn is renowned throughout Stormreach as the best bed and breakfast in all of Xen’Drik. The inn not only provides a posh room and delectable three meals, it hosts events for the mages of the nearby Tower of the Twelve, and is a regular hangout for many of the wizards in the district. The luxurious establishment can house up to 13 people in its five rooms. It hosts a noteworthy library at the rear of the building, where many wizards have left rare tomes, due to their take-one-leave-one policy. A narrow turret rises from one corner of the Sleeping Spell Inn, which in theory grants guests an opportunity to see nearly the entire city. In practice, though, most guests refuse or simply cannot ascend to the highest floor of the tower, as it houses a nest of capricious and relatively tame pseudodragons.

Merla Bauerdatter likes to cultivate her inn as a high class establishment of intellectual conversation and pomp that mirrors the image of mages within the Twelve. The average citizen’s of Stormreach avoid the place, not only because of its outrageous prices, but because of the exclusive air and gentlemen's club-like feel that the place has for attracting mainly those interested in the arcane arts. Merla, meticulously nurtures this atmosphere to directly compete with the the Open Palm, next door in the House Jorasco enclave, as the first and foremost a place to stay for those interesting in the arcane. Not formally educated herself, but very intelligent Merla loves chatting about various topics with her guests, and can be a source of rumors and esoteric information herself.

The Sleeping Spell Inn

Adventure Hooks

The PCs can be brought into this adventure in any of several ways. Most likely they her commotion and panic breakout around the inn while visiting The Twelve Enclave. Likewise, being well known at level 15 or even previous friends of Merla Bauerdatter, she seeks out and approaches the PCs asking them to help her reclaim her inn. Finally, the PCs may simply be freelancers who have learned of a recent calamity in the The Twelve Enclave.

Merla Bauerdatter

Whichever adventure hook is chosen, the adventure begins when the PCs meet Merla Bauerdatter attempting to calm the panic outside of her inn. She is an ambitious human woman in her early 30s, and daughter of small village tavernkeepers, Sigmund Bauerson and Ingrid Bauerson. She left home from to make her fortune in the City of Stormreach and has done well for herself. When approached by the PCs, Merla tells them:

“Some young fool of a mage was trying to impress one of my barmaids. I don’t know what he was trying to do, but he ended up opening a portal to… what did he call it… Xoriat? Now my inn is overrun with horrid things from that place. Worse, most of my patrons didnt get out… I tried to evacuate everyone, but they didn't listen to me. They just stood there, babbling like the mad...Won’t someone save the Sleeping Spell Inn? And my guests will be doomed if someone doesn’t get to them…”

The PCs have two goals in this adventure: (1) Rescue 6 guests or servants and (2) Close the portal to Xoriat in the basement.

In addition to this, as one would expect, the Plane of Madness has disturbing effects on mortals. Throughout the adventure the PCs will occasionally be afflicted with Xorian Madness, a disturbing but temporary madness-inducing effect a result of the Plane of Madness becoming coterminous with the Material Plane.

There are many locked doors, and the PCs spend most of the adventure collecting keys. All locked doors in this adventure are made of heavy magically treated wood. It takes a DC 25 to pick the lock without the key. They have a Hardness of 10, 60 hp to smash; or DC 28 to break.

The Lounge

When the PCs enter the Sleeping Spell Inn, they immediately find themselves in the Lounge.

This luxurious two story lounge is lit by continual flame candles in the shades of purple, green and orange. The heavily cushion chairs are empty. The tables stand empty with plates of expensive meals still warm. The second story hosts intimate tables on the balcony above.

Though the innkeeper described an attack by menacing Xoriat creatures, this place feels almost tranquil. But where are the people you are here to rescue?

As described, the main room of this inn contains luxurious furniture for lounging and populated by dining nooks near the north and west walls. The room itself is two stories tall. A balcony on the second floor looks down onto the first floor. The stairs up are on the far side of the room.

The bottom floor has two doors leading away. The door to the South leads to the kitchen while the door to the East is for servants. Both doors are locked. If an attempt is made to pick the doors lock or bash down the servants quarters, it reveals only a spartan and empty room. If, however, an attempt is made to pick the door's lock or bash down the door to the kitchen, the plane of madness is invoked causing the door to open to an endless sky of red mists, forests of writhing tentacled vegetation encrusted flesh like moss, or an amoeba-like sea.

No one appears to be around, but a DC 15 perception check hears sounds of cups and drinking upstairs.

Upstairs Bar

Five spheroid bodies covered in leathery flesh floats above a barstools at the bar. Their great bulging eyes sits above a wide, toothy maw, while the smaller eyestalks that crown their bodies twist and turn to look around the lounge. The largest of the five tells you, 'Join us for a drink, Human! Mickey here makes a mean Xorian Cider.'

The five Beholder Boozers (see Appendix A) float around the bar drinking cider and harassing the bartender, Mickey. The beholders are lead by a slightly larger beholder named Quixxellops. Mickey the Mouth tells the PCs, 'Quixxellops will eat me if I stop pouring him drinks!' Whether the PCs sit down and drink with the beholders, become antagonistic and attempt to fight them, or use social skills to try to convince them to let Mickey go; Quixxellops will propose a drinking match.

Quixxellops says, “No, no, me and the boys have taken a shine to Mickey, so he’s coming back to Xoriat with us. But… if you really want him, maybe we can settle it with a little contest. Micky here will make some drinks for us: When we take a drink, he’ll pour another drink on your side of the bar. When you take a drink, he’ll pour one on our side of the bar. We keep drinking until there’s no more room on one side of the bar, and that side loses. Doesn’t that sound fair?

The Drinking Game

When the PCs agree Quixxellops says, 'That's the spirit! Take your drink when you're ready, and we'll start!' The goal is for the PCs to drink the Xorian Cider on their side of the bar as fast as they can. Mickey will pour 1 drink for each person and beholder per round. The bar holds 8 drinks on each side. The first group with 8 drinks on the bar loses the game. A natural 20 allows the person to drink another drink on the table, however if there are no drinks then nothing happens. Mickey the Mouth will encourage the PCs, saying, 'Your side of the bar is almost full. Hurry, drink, drink!' or 'You've almost won, but you need more drinks! I'm making more right now.' The Beholder Boozers will remark, 'Who's the... hic... designated teleporter?' and ‘Where are my pants?’

If the PCs win the contest, Quixxellops congratulates them, 'Veery... hic... very well. Youush win fair n square.... I... hic... don't feel so good…’. Then he and his mates disappear in a puff of purple smoke. Mickey the Mouth then tells the PCs, 'You did it, you drank those beholders under the table! My thanks, adventurer, but I'm not the only one who needs saving. There are more people trapped in the Guest Rooms. Here, you'll need this key.'

If the PCs lose the contest, they will have to fight five drunken beholders. Treat the beholders as having both the Sickened and Staggered conditions.

Xorian Cider

Type ingested; Addiction none,
Price - None
Effect Fortitude DC 20;
Successful Save: Xorian Heartburn for 5 damage;
Failed Save: Xorian Stupor causes the PC to be stunned until the end of the next round


After the Drinking game

When the PCs make their way to the guest chambers read:

Your head pounds as an overbearing aura of lunacy washes over you. The world shifts... no, no, nothing is wrong at all. You should go about your business. The door to the guest chambers has always been covered in eyes. You remember them watching you during the drinking game.

The PCs are afflicted with Xorian Madness, a state that will come and go as the plane of madness becomes coterminous with the inn. Unlocking the door covered in eyes makes the madness disappear.

Xorian Madness

A aura of lunacy that makes it difficult to maintain sanity. Everything appears to be on covered in flesh like structures and melded with the plane of madness. All ambient lighting gives off a strange red and purplish glow.

Guest Quarters

Before you is a hallway decorated with gold framed paintings. Doors line either side of the hallway, with elaborate arcane marks to number the guest quarters. Ornate double doors at the end loom at the end of the hall.

Opening the door to the guest quarters near the beholders leads to a hallway with five doors. There are four guest rooms and a library at the end of the hall. Rooms 1 and 3 are on the left side of the hallway, whereas Rooms 2 and 4 are on the right side. The room numbers are labeled with arcane marks. The doors at the end of the hallway have a sign above that reads “library”. The library doors are locked.

Room 1 (Charlotte the Scarlet)

This spartan room is filled with many cheaply made wooden beds sectioned off by wooden panels to create the illusion of privacy. A woman is busily fighting off a pack of hound-like animals.

The five Thaarak Hounds (see Appendix A) surround Charlotte who is desperately trying to fight them off. As soon as the Thaarak Hounds sense the presence of the PCs they turn and attack.

After helping Charlotte the Scarlet defeat the Thaarak Hounds she says, 'Thank goodness someone came! I don't know how much longer I could've held off those things. I stopped here to rest for the night... next thing I know, everyone starts seeing things and monsters are crawling out of the woodwork. I just want to get out of this place! 'My gratitude, stranger. I won't forget your help.’

Room 2 (Magic Mirror)

This is a lavish room is furnished for a single well-to-do person. It contains a queen size bed, a bookshelf with all the most classic books, and a large ornate mirror.

If the group enters this room while afflicted by Xorian Madness, a DC 20 perception check reveals that something is off about the mirror. A PC can travel through the mirror as if it were a portal to an exact copy of the room in the plane of Xoriat. If they are in the room while unafflicted by Xorian Madness a DC 35 perception check notices something is off about the mirror. Traveling through the mirror this way invokes Xorian Madness.

Behind the Mirror

The room is a copy of Room 2 except for one difference, a large key covered in blue glowing symbols sits in the middle of the floor. This key opens a chest in the Basement. The chest itself is on the plane of madness. A PC who succeeds at a DC 35 Knowledge (arcana) check confirms that these are the personal glyphs of a wizard. This wizard is the owner of the treasure chest in the Basement who on a whim decided to hide these items on the plane of Xoriat.

Room 3 (Aldren the Traveller)

Ancient tapestries decorate the walls of this room third large bedroom. Although they may once have been brilliant in hue, they now hang graying. Despite the damage of time, you can perceive once-grand images of wizards' towers, magical beasts, and symbols of spellcasting. In a common area with couches and coffee tables, two spellcasters are desperately using their staves to fight off more strange creatures.

The a Young Beholder (see Appendix A) and five more Thaarak Hounds (see Appendix A) are attacking two spellcasters. The Young Beholder says, 'Puny mages! Your magic shall not avail you while in my gaze!'

Aldren the Traveller tells the PCs, 'I can't believe some fool apprentice accidentally opened a portal to Xoriat....I'm afraid these creatures are just the beginning. Some powerful beings came through the portal, and undoubtedly even more will come if it remains open. Someone must find it and close it!'

Barnaby Quintis tells the PCs, 'That beholder was using its Anti-Magic Field on us. It prevents us from casting our spells. Normally mages like us would attack from behind, before a beholder can turn its gaze.'

Room 4 (Scratchy Cranshaw)

The strong, sour-sweet scent of vinegar assaults your nose as you enter this room. Sundered casks and broken bottle glass are scattered around this room. Clearly someone was drinking a lot of wine. A man babbles to himself in the corner, is he drunk or is there something more? This man doesn't seem to be in his right mind.

Scratchy Cranshaw (Notorious Bard) belligerently refuses help from the PCs, while murmuring 'The floor tile says I have to kill you!' and 'You have to eat your broccoli if you want to grow up into a big and strong kobold.' After one round of conversation he will attack them. When reduced to 20 hit points he regains his senses.

After regaining his sense Scratchy Cranshaw says, 'Urgh, what happened? Who are you people? What was I just doing? It felt like everything was clear for the first time in my life, but I can't remember....' If the PCs are kind to him, he tells them, 'There's a key to the Library under the bed. I think you'll need it.' Otherwise, it takes a perception DC 25 to find the key.


This exquisitely furnished library features bookcases lining every wall and two more rows of tall bookcases running east to west down the center of the chamber. The library is stocked with books on any subject imaginable. In the center of the room between the row of bookcases are a set of reading chairs and a large table with knicknacks. A sign on the bookcase directly across from the door reads “Our Policy: Take a book, Leave a book”.

The library is locked until the PC find the key in Room 3 under Scratchy Cranshaw’s bed. This room holds the key to the kitchen, the direction the PCs must head to find the source of the trouble.

Due to their take-one-leave-one policy this informal library has a random assortment of books some very unique. A PC who succeeds at a DC 30 perception check can find a need book on a specific subject. This will give the PC a +2 on knowledge checks for that subject, if they beat the DC by more than 10 they will receive a +4 to the knowledge checks. This bonus represents finding a particularly unique book.

In the back corner of the library Rusty Kitchen Key (see Appendix A) is sitting on a small end table. When approached by the PCs the Xorian Madness sets in once again, read:

You don't like the way the Kitchen Key is looking at you. It needs to be taught a lesson!

Rusty Kitchen Key flies away when the
PCs get near it but it can be ranged attacked
with spells or weapons, or killed if it is
surrounded or cornered. Once they kill the key,
it turns into Bahhurat (an advanced Xorian Render)
who says, 'Having fun picking on a poor little key,
mortal?' When Bahhurat is dead, the key returns to its original place and the Xorian Madness dissipates.


CR 17

XP 102,400
CE Large Outsider
Init +11; Senses darkvision 60 ft., see in darkness, true seeing; Perception +29


AC 34, touch 20, flat-footed 25
Hit Points297
Fort +18, Ref +18, Will +15
DR 15/Byeshk and good
Immune poison
Resist acid 10, cold 10, fire 10; SR 26


Speed 50 ft.
Melee bite +24 (2d8+11/19-20 plus poison), 2 claws +24 (2d6+11 plus poison), tail slap +17 (2d6+3 plus poison)
Space 10 ft.; Reach 10 ft.
Special Attacks rake (2 claws +24, 2d6+11)
Spell-Like Abilities (CL 17th; concentration +29)
3/day—Inflict Moderate Wounds, Mass
1/day—Flame Strike


Str 32, Dex 26, Con 25, Int 13, Wis 22, Cha 20
Base Atk +16; CMB +24 (+28 grapple); CMD 35
Feats Combat Reflexes, Improved Critical (bite), Improved Initiative, Power Attack, Run, Weapon Focus (claw), Weapon Focus (bite)
Skills Acrobatics +29 (+34 when jumping), Bluff +23, Climb +29, Intimidate +23, Perception +29, Stealth +21, Survival +23
Languages Common, Daelkyr

Special Abilities

Fleshrender Poison (Ex)
injury; save Fortitude DC 22; frequency 1/round for 6 rounds; effect 1d4 Str damage; cure 3 consecutive saves.

                                                                      Credit: Alcaminhante

When Bahhurat ceases to move, the pressure on your mind eases. The kitchen key is back where you first saw it, in the rear corner of the library.

Return to the Lounge

Three Xorian Renders (see Appendix A) now occupy the lounge on the way to the kitchen door and are wandering randomly between the upstairs bar and the bottom floor lounge.


The kitchen door opens to a large kitchen, a hobgoblin chef continues to cook over a fire. Around him are perilously piled towers of seafood.

When the PCs talk to the cook he replies, 'If I stop cooking, the food will rise up and have its revenge!' Once the cooks stops cooking, a wave of zombie food arises from the counter at the center of the room. Five Clambies (see Appendix A) attack the PCs and the cook. After 3 rounds, the ham rises as undead monsters and joins the melee, five Hambies (see Appendix A).

After the zombie food is taken care of, Cook tells the PCs, 'I think it's time for a career change. No more taverns and inns for me. Good luck, Human. If you need to get into the Basement, there's a key on the kitchen counter.'

Toward the back of the kitchen are two doors, however only the basement one is locked. The other door leads to the Meat Locker an optional encounter. The other leads to the basement and can be opened with the Basement key.

(Optional) The Meat Locker

Inside this unnaturally cold room, hangs meats of various cuts and from various beasts.

A deadly Thaarak Hound named Ruul has made a home in this meat locker.


CR 15

  • Hit Points 242 (see Appendix A - Thaarak Hound)
  • Adjustments increase attack to +24 and DR to 15

The unnatural cold in this room, deals 1d6 lethal cold damage per minute (no saving throw). In addition, a character must succeed at a Fortitude save (DC = 15 + 1 per previous check) each minute or take 1d4 nonlethal cold damage. All the surfaces in this room are Icy Surfaces and count as difficult terrain. The DCs for Acrobatics checks attempted on ice increase by 5. Characters in prolonged contact with ice might run the risk of taking damage from severe cold.

Once defeated, a DC 20 perception check notices that Ruul has a collar made of platinum and if examined is inscribed “Owned by Knizzlenak”. Attached to the back of the collar is a tiny portable hole, inside which contains a long spindly green emerald worth 19,500 gp.


Opening up the basement door reveals a short wooden staircase that ends in a hall. The smell is musty like an average celler and beyond the hallway you see a room filled with crates and barrels.

A DC 23 perception check notices a hidden door. Unlocking the door causes the wall to move up and reveal a lever. Once pulled the lever opens a second room behind the stairs. The PCs will have to squeeze on either side of the stairs to get to the secret room. There is nothing in this room, unless the PCs are afflicted by Xorian Madness, in which case there is a treasure chest that can be opened with the key from Room 2.


This treasure has been stashed here by a powerful wizard. The chest contains: a Gold Framed Masterpiece Painting worth 2000 gp, 214 pp, a Cursed Wand of Darkness (18 of 50 charges) worth 1,620gp, Bracers of Armor (+6) worth 36,000 gp, a Ring of Spell Turning worth 98,208, and two random greater medium arcane scrolls.


Door Puzzle

The hallway leads into an unassuming basement, piled with crates and… Your head begins to pound again, as if this has happened to you before? An overbearing aura of lunacy washes over you anew. You see a closed door and a puzzle on the ground. The only sensible thing to do is to get to solving that puzzle or maybe there are still secrets left inside this inn.

Solving the puzzle to open the door to the final room. Before solving the puzzle and while afflicted by Xorian Madness, the PCs can go upstairs and back to the mirror in Room 2. Go through the mirror and grab the key. On their way back up they will notice a chest is now in the empty secret room under the stairs.

Xorian Madness reveals a puzzle, this requires work from the GM to make a home puzzle for the players to solve. Draw it as shown in the picture or print it out. Cut out the tile pieces and turn them around clockwise or counter-clockwise so that they make a random pattern. Each PC can rotate a puzzle tile once each round, however solving the puzzle is complicated by the fact that Puzzle Tiles come to life and attack the PCs. Each round one or two random pieces come to life, roll two D20s and match the number on the tile to determine which one comes to life. They possess the Fly By Attack feat, and use it to fly around harrying the PCs. After defeated the puzzle tile returns to their location but in a random position. The Puzzle Tiles are fond of saying things like, 'No longer shall we be slaves to be turned on and off!' 'The turning of innocent tiles is on your hands, adventurer!' 'En guarde, you filthy adventurer!' 'Brothers! Fight now or never!'

Once the puzzle is solved and the PCs have showed those misbehaving floor tiles, the next room opens. The PCs can feel a malignant presence inside.

Final Room

This final room appears empty…. Then you feel it, waves of overbearing insanity flow from a Xoriat Portal above you. Once again you are in a parallel dimension or is the parallel dimension in you? The roof of the inn is missing, instead replaced by a portal to a milky red sky. There's an Elder Beholder here, keeping it wedged open! He yells, 'PREPARE TO DIE MORT... WHAT'S THIS, A PUZZLE? A floor tile puzzle appears between you and the beholder. He says to himself, “'I MUST SOLVE IT!'

For the first three rounds of the encounter Knizzlenak is focused on solving the puzzle. He uses a move action to shift the puzzle pieces around and a standard action to shoot an eye ray (most likely charm person) at the PCs.


On the fourth round he announces, 'HAHA, IT WAS NO MATCH FOR MY SUPERIOR INTELLECT! WHAT A SIMPLISTIC PUZZLE -- NOW BACK TO SLAYING FILTHY MORTALS!' At which time he unleashes his full attack on the PCs. During the battle the open portal also allows Xorian Renders to fall through, roll a d20 each round, on a roll of 11 or higher a Xorian Render (see Appendix A) drops from the portal in the ceiling.


CR 19

  • XP 204,800
  • Adjustments (see Appendix A - Beholder)
    AC 32, Touch 12, Flat-Footed 24
    Hit Points 363
    Fort +16, Ref +8, Will +21
    Spell Resistance 30
    Ranged Eye Ray +16 ranged touch (DC: 22)

  • Defense
    As an immediate action - in response to an attack - tile pieces come to life to swarm in protection of the beholder. This can happen once per round. Use stats for Puzzle Tiles.

With Knizzlenak dead, the Xoriat Portal falters and abruptly snaps shut. Your mind is no longer addled by madness. Knizzlenak says, 'I JUST WANTED TO HAVE SOME FUN.... gak-cough-cough' as he explodes in a shower of treasures.

The treasure consist of 4,300 gp, 608 pp, four diamonds worth 1,200 gp each, and a set of ivory dice worth 30 gp.

Return to Merla Bauerdatter

Merla is relieved to see the PCs alive and in sound mind. The reason she is relieved is because this means her inn can get back up and running again. “Is it done? Is my inn safe? Thank Kol Korran! On, and it’s good that my customers are safe too! After all, they won’t pay me if they’re mad! But what am I saying -- I can’t forget about you! You should be paid for your trouble, here.”


Merla Bauerdatter gives the PCs a folded parchment sealed with wax. She instructs the PCs to take the parchment to the Bank of Kundarak. Inside the parchment is a password used to open a lockbox inside the bank. The lockbox contains: a Crystallized dragon heart worth 7,500gp, 6d10x10 pp, three large star sapphires.

Above Photo Credit: Michael Komarck

Credits: Dungeons and Dragons Online and

Disclaimer: Some of the text is taken straight from the ddowiki or the Dungeons and Dragons Online game itself, the rest is mine where I used it to fill in the gaps and build on the story. I have made an effort to blend the two and therefore do not quote the original text.

Appendix A: Bestiary

This appendix details monsters the that PCs will encouter thoughout this adventure. The monsters that appear here are not found anywhere else in the Pathfinder Bestiaries or on the web.

Clambie / Hambie

These zombies are a horrific amalgam of humanoid corpses and rotten food reanimated through dark and sinister magic.

Clambie / Hambie

CR 8

XP 4,800
Food Zombie
CE undead
Init +1; Senses Perception +0


AC 17, touch 11, flat-footed 16 (+1 Dex, +6 natural)
Hit Points126
Fort +7, Ref +8, Will +13
DR 5/slashing; Immune undead traits


Speed 20 ft.
Melee slam +15 (2d6+12); Galgerth Spore on critical hit


Str 24, Dex 12, Con -, Int -, Wis 10, Cha 10
Base Atk +8; CMB +34; CMD 26
Feats Toughness
Special Qualities staggered

Special Abilities

Galgreth Spore (Ex)
injury; save Fortitude DC 18; frequency 1/round for 4 rounds; effect 1d4 Dex damage; cure 1 save.

Rusty Kitchen Key

This harmless looking but rusty kitchen key has a personality all of its own. It is naturally timid and fearful of all creatures, but has a voracious appetite for all metal.

Rusty Kitchen Key

CR 13

XP 25,600
CE aberration
Init +1; Senses Perception +0


AC 27, touch 18, flat-footed 20
Hit Points198
Fort +12, Ref +14, Will +12
Resist fire 10; SR 20


Speed 20 ft. fly
Melee +21 touch (rust or bloodrust)
Special Attacks bloodrust, rust


Str 20, Dex 28, Con 25, Int -, Wis -, Cha 10
Base Atk +12; CMB +22; CMD 26
Feats Great Fortitude, Lightning Reflexes, Skill Focus (Perception), Toughness
Skills Perception +21, Stealth +17
Special Qualities metalsense

Special Abilities

Rust (Ex)
A rusting touch attack can destroy up to a 10-foot cube of metal instantly. Magic armor and weapons, and other magic items made of metal, must succeed on a DC 23 Reflex save or be dissolved. A metal weapon that deals damage to a rust lord corrodes immediately. Wooden, stone, and other nonmetallic weapons are unaffected.

Bloodrust (Ex)
A brush from a rusty kitchen key against flesh or thin clothing instantly draws forth the iron and other metallic minerals inside a creature’s blood, tearing through the skin in a fine mist and causing 1d4 points of Constitution damage.

Thaarak Hound

Tharaak hounds are a chaotic cousin of Hellhounds. They mainly engage in melee combat trying to slash and bite their opponents down. Should those attacks not quickly dispatch their enemies however, they will use their more advanced abilities: Acid Breath and Dance of Death.

Thaarak Hound

CR 9

XP 6,400
CE Outsider
Init +6; Senses darkvision 60 ft., scent; Perception +12
Aura fear aura (30 ft., DC 17)


AC 25, touch 11, flat-footed 23 (+6 armor, +2 Dex, +7 natural)
Hit Points126 (12d10+60)
Fort +13, Ref +10, Will +5
DR 5/Lawful, 10/Magic
Immune fire
Weaknesses vulnerability to cold


Speed 40 ft.
Melee bite +20 (2d6+12/19–20 plus 2d6 acid)
Special Attacks breath weapon (30-ft. cone, once every 1d4 rounds, 10d6 acid damage, Reflex DC 21 half; Dance of Death
Spell-Like Abilities (CL 9th; concentration +18)
3/dayCyclonic Blast (9d6 damage)


Str 27, Dex 15, Con 21, Int 4, Wis 12, Cha 6
Base Atk +12; CMB +21; CMD 33 (37 vs. trip)
Feats Alertness, Improved Critical (bite), Improved Initiative, Skill Focus (Stealth, Survival), Weapon Focus (bite)
Skills Acrobatics +16, Perception +12, Stealth +21, Survival +18; Racial Modifiers +5 Stealth
Languages Daelkyr

Special Abilities

Fear Aura (Su)
The use of this ability is a free action. A Thaarak hound's mere presence strikes fears into its enemies. Anyone nearby must make a fairly low will save or be feared, as the fear spell. Dance of Death (Su)
Dance of death is a Tharaak main special ability. They will stand up on their hind legs and start to dance while focused on one opponent. Their dance takes a full round action and when complete can scare even the bravest adventurers to death. It works exactly like the spell Phantasmal Killer upon completion. However note the Hound is very vulnerable while in this dancing state as he must stand on his 2 hind legs to complete it. A powerful enough blow will knockdown the hound and interrupt his dance.

Xorian Render

Lumbering with deadly focus, this brutal, gaunt humanoid figure resembles only the demons that haunt nightmares.

Xorian Render

CR 12

XP 19,200
CE Large Outsider
Init +11; Senses darkvision 60 ft., see in darkness, true seeing; Perception +21


AC 27, touch 16, flat-footed 20 (+7 Dex, +11 natural, -1 size)
Hit Points150 (12d10+60)
Fort +11, Ref +15, Will +14
DR 10/Byeshk and good
Immune poison
Resist acid 10, cold 10, fire 10; SR 23


Speed 50 ft.
Melee bite +21 (1d8+9/19-20), 2 claws +21 (1d8+9 plus grab)
Space 10 ft.; Reach 10 ft.
Special Attacks rake (2 claws +21, 1d8+9)
Spell-Like Abilities (CL 13th; concentration +21)
3/day—Inflict Moderate Wounds, Mass


Str 28, Dex 25, Con 25, Int 13, Wis 22, Cha 20
Base Atk +12; CMB +22 (+26 grapple); CMD 39
Feats Improved Critical (bite), Improved Initiative, Power Attack, Run, Weapon Focus (claw), Weapon Focus (bite)
Skills Acrobatics +22 (+30 when jumping), Bluff +20, Climb +24, Intimidate +20, Perception +21, Stealth +18, Survival +21
Languages Daelkyr


A massive orb of brown, bruised flesh floats down from the tunnel shaft above. Almost a dozen whipping tendrils protrude from its brow like a a demented crown, each of which adorned with a single, malicious eye. As it turns and bares a mouth full of needle sharp teeth that could eat a child whole, it opens one last central eye and all of the enchantments you had paid good money to have placed on you before entering the tomb suddenly vanish. Young Beholders are basically a smaller beholder, with less HP. Its small size can make it stay unnoticed until the first strike.

Variant: Young Beholder (CR 11)

AC 23, Touch 11, Flat-Footed 17
Hit Points 130
Fort +10, Ref +4, Will +14
Ranged Eye Ray +10 ranged touch (DC: 17)


CR 13

XP 25,600
CE Large Aberration
Init +6; Senses All-around vision, darkvision 60 ft; Perception +18


AC 26, Touch 11, Flat-Footed 24 (-1 size, +2 Dex, +15 natural)
Hit Points 162
Fort +12, Ref +5, Will +16


Speed 5 ft., Fly 20 ft (good)
Melee Bite +3 (1d8)
Ranged Eye Ray +12 ranged touch (DC: 18)
Space 10 ft.; Reach 10 ft.
Spell-Like Abilities (CL 13th; concentration +21)


Str 10, Dex 14, Con 18, Int 17, Wis 15, Cha 15
Base Atk +9; CMB +10; CMD 22
Feats Flyby Attack, Great Fortitude, Improved Initiative, Iron Will, Point Blank Shot, Precise Shot, Weapon Focus (ray)
Skills Fly +20, Intimidate +18, Knowledge (arcana) +19, Perception +18,Spellcraft +19, Stealth +14, Survival +18
Languages Common, Undercommon, Daelkyr
Special Qualities Antimagic Cone, All-around vision, darkvision, flight

Special Abilities

Antimagic Cone (Su)
The central eye of the beholder generates a constant 150 foot cone-shaped effect, in which all magic is suppressed. Treat this as Antimagic Field with a caster level equal to the beholder's Hit Dice. The eye rays of the beholder cannot enter the effect of its own antimagic cone. The beholder can close and open this eye as a swift action or a free action, allowing the beholder to close the eye at the beginning of its turn as a swift action and reopen it at the end of his turn. Whenever the beholder uses a move action to move, or if he is moved involuntarily, he can move the starting point to any intersection that is on the edge of his squares and redirect the cone. Otherwise, the cone remains in the same position, relative to the beholder, when the beholder stopped moving.

Eye Rays (Su)
A beholder has ten eye stalks, each capable of triggering a ray as a ranged touch attack with a range of 150 feet. A single eye ray can be used a standard action. The beholder can use up to all of its eye rays as a full round action. Neither option provokes an attack of opportunity. All eye rays can be used at will. During a single round, the beholder can aim only three of its eye rays at targets in any one 90-degree arc. The remaining eyes must aim at targets in other arcs or not at all. Each successful ranged touch attack delivers a spell-like ability with a caster level equal to the beholder's Hit Dice and an appropriate saving throw to resist. Spell resistance does apply. The saving throw DCs for all of the effects are equal to 10 + 1/2 the beholder's Hit Dice + Chr modifier, so the typical beholder's eyes would be DC:18. While it is possible for different species of beholders to have different spells delivered in this method, the typical beholder has the following spell-like effects:

  1. Charm Monster
  2. Charm Person
  3. Disintegrate
  4. Deep Slumber
  5. Fear
  6. Finger of Death
  7. Flesh to Stone
  8. Inflict Moderate Wounds
  9. Slow
  10. Telekinesis

Naturally Bouyant (Ex)
Beholders are capable of flight through sacs filled with a naturally produced gas that makes them lighter than air. Thus, a beholder, even unconscious, never falls. In fact, a dead beholder will slowly rise if not tethered or the gas sacs punctured.

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