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PSIONIC MONSTERS

PSIONIC CREATURES
Any creature with psionic powers has the psionic subtype. A psionic creature can be born with the subtype or can gain the subtype during its life.
A creature meeting any one of the following criteria has the psionic subtype:
Creatures with a power point reserve, including characters who have levels in a character class that grants them a power point reserve or creatures who have the Wild Talent feat.
Creatures with psi-like abilities, including characters who have racial psi-like abilities.
Creatures that have spell-like abilities described as ``psionics.''
Traits: Other than the fact that all psionic creatures have psionic powers, power points, or psi-like abilities, psionic creatures have no specific traits. The psionic subtype serves to identify creatures that may be vulnerable to powers, spells, and effects targeting psionic creatures.

THE PSIONIC SUBTYPE
The psionic subtype applies to creatures that can use psionic powers or abilities or that have the ability to manifest powers. (In other words, a creature with the psionic subtype either has a power point reserve or has psi-like abilities.) It also applies to creatures from other sources that have spell-like abilities labeled as ``psionics.''
Characters who have levels in any class that grants the use of psionics, or who have psi-like abilities as racial traits, gain the psionic subtype.
Traits: Other than the fact that all psionic creatures have psionic powers or psi-like abilities, psionic creatures have no specific traits. The psionic subtype simply identifies creatures that may be vulnerable to powers, spells, and effects targeting psionic creatures.
Undead Psionic Creatures
A psionic undead creature, although rare, is a force to be reckoned with.
Because undead are immune to mind-affecting effects (including charms and compulsions), they are particularly threatening to other psionic creatures and characters (especially telepaths). Psionic undead creatures can use mind-affecting powers on the living, even though they themselves are immune to such attacks. However, an undead creature may have the psionic subtype if it meets the criteria described above, and thus be vulnerable to non-mindaffecting powers or effects that specifically affect psionic creatures.
Intelligent constructs and plants with psionic powers or psi-like abilities also share this advantage.

PSIONIC POWERS
Creatures with psionic powers are similar to creatures with racial spellcasting ability. They have the ability to manifest powers just as a member of a psionic character class can (and can activate psionic items accordingly).
Creatures with the ability to use powers are subject to the same rules for manifesting powers that characters are, but they are not actually members of a class and do not gain any class abilities unless otherwise specified.
Creatures with psionic powers generally emulate the manifesting ability of a particular psionic class. When such a creature takes levels in that same class, it can stack its innate psionic powers and its class power progression together.
Creatures with psionic powers that take levels in a class other than the one they emulate combine their two power point reserves into a single reserve, but they manifest powers from each psionic class separately.

PSI-LIKE ABILITIES
Most psionic monsters have some number of psi-like abilities. These are very similar to spell-like abilities. Naturally, they are psionic and work just like powers or spells. A creature with psi-like abilities does not pay for these abilities with power points and does not pay any XP cost associated with manifesting the power the ability duplicates.
Psi-like abilities do not work in a null psionics field and are subject to power resistance if the power or spell the ability duplicates would be subject to power resistance. A psi-like ability usually has a limit on how often it can be used. A psi-like ability that can be used at will has no use limit. Using a psi-like ability is a standard action unless noted otherwise, and doing so while threatened provokes attacks of opportunity. It is possible to make a Concentration check to use a psi-like ability defensively and avoid provoking attacks of opportunity, just as when using a power or casting a spell. A psi-like ability can be interrupted just as a spell can be. Psi-like abilities cannot be used to counterspell, nor can they be counterspelled.
All creatures with psi-like abilities are assigned a manifester level, which indicates how difficult it is to dispel their psi-like effects and determines all level-dependent variables (such as range or duration) the abilities might have. When a creature uses a psi-like ability, the power is manifested as if the creature had spent a number of power points equal to its manifester level, which may augment the power to improve its damage or save DC. However, the creature does not actually spend power points for its psi-like abilities, even if it has a power point reserve due to racial abilities, class levels, or some other psionic ability.
The DC of a saving throw (if applicable) against a creature's psi-like ability is 10 + the level of the power or spell the ability duplicates + the creature's Cha modifier. Remember to check the power's Augment entry to see if the creature's manifester level (and thus the effective power point expenditure) increases the DC of the saving throw. Changes to the effect's save DC, damage, and so on are noted in the psi-like ability entry.

Psionic Focus
Some creatures have feats that can be used only when the creature is psionically focused, or that require the creature to expend its psionic focus. Assume that such a creature is psionically focused before entering combat.

Psi-Like Abilities and Feats
Creatures with access to psi-like abilities can use the feats Empower Spell-Like Ability and Quicken Spell-Like Ability.
These feats can be used only on psi-like abilities that do not have increased effects due to augmentation. Furthermore, the creature can empower only a psi-like ability with a level less than or equal to half its manifester level (round down) minus 2, and can quicken only a psi-like ability with a level less than or equal to half its manifester level (round down) minus 4.

Creatures with ``Psionics'' Entries
Psionic monsters often possess spell-like abilities that are identified as ``psionics,'' instead of ``spell-like abilities.'' For all intents and purposes, creatures with spell-like abilities described as psionics are considered to possess psi-like abilities, and they manifest their powers as described above.

Psionic Spells
In some cases, a creature's psi-like abilities (or abilities listed under a creature's psionics entry) may include an effect that does not duplicate any listed power. For such abilities, simply use the existing spell description. Treat the creature's
manifester level as the caster level for the spell. The ability is still psionic in origin, so spells and powers that specifically affect psionic powers can negate or reduce its effects as they would any other psionic power.

Psionic Versions Of Creatures
Below are presented psionic versions of the following creatures: aboleth, couatl, and duergar,. These alternate versions are psionic equivalents of their standard counterparts.
Only the portions of the monster entry that are specifically changed by the addition of psionics rules have been listed. All other elements of the creature remain the same.

READING PSIONIC CREATURE ENTRIES
Creatures with Psi-Like Abilities
Each of a creature's psi-like abilities has a manifester level. Each ability that allows a saving throw also gives a save DC in parentheses following the power name.
Powers that have increased effects due to augmentation include information about the effect. An asterisk indicates that the power has already been augmented by the creature's innate ability.
Powers that can't be augmented, or that are manifested at their normal minimum level, do not contain any special notations. Resolve the effect of manifesting the power without augmentation at the creature's given manifester level.
Some creatures may have particular powers that are manifested at a higher or lower level than their normal manifester level. In such cases, the manifester level is given in the parenthetical information following the power name.

ABOLETH, PSIONIC
Huge Aberration (Aquatic, Psionic)
Special Attacks: Psi-like abilities, slime
Feats: Alertness, Combat Manifestation, Iron Will
COMBAT
A psionic aboleth does not possess spell-like abilities or the enslave ability of the standard aboleth. Instead, it has psi-like abilities, including psionic dominate.
Psi-Like Abilities: At willdisable (30-ft. cone, 12 HD, DC 20*), false sensory input (five targets, DC 16*), mental disruption (20-ft. radius, DC 18*), mindlink (unwilling, nine targets, DC 14*); 3/dayego whip (ML 7th, 2d4, DC 17*), id insinuation (ML 7th, three targets, DC 17*), psionic dominate (any target, 24 hours, DC 20*), thought shield (power resistance 21, 3 rounds*); 1/daypsionic modify memory (DC 17), remote viewing (DC 17), wall of ectoplasm (DC 17).
Manifester level 13th. The save DCs are Charisma-based.
*Includes augmentation for the aboleth's manifester level.

ASTRAL CONSTRUCT
Astral constructs are brought into being by the metacreativity power astral construct. They are formed from raw ectoplasm (a portion of the astral medium drawn into the Material Plane). The power points spent by the construct's creator during the manifestation of the power determine the level of the astral construct created. However, even astral constructs of the same level vary somewhat from each other, depending on the whims of their creators.
COMBAT
Astral constructs act as directed by their creators. As a free action, a construct's manifester can direct the construct to attack particular enemies, use specific tactics or powers, perform other actions, or do nothing at all. The construct does exactly what its creator directs it to do.
An astral construct generally appears as an animate clump of ectoplasm with a vaguely humanoid shape, but the manifester can mold or sculpt one according to his or her whim within the limits imposed by the creature's size. The quality of such ``construct sculpture'' is determined by a Craft (sculpting) check. A result of 10 to 19 creates a creature that is recognizably similar to the desired creature shape; a result of 20 to 29 creates a construct that looks like an accurate portrayal of that creature type; a result of 30 or higher creates a construct that looks like a specific individual. No matter how high the Craft (sculpting) check result, though, an astral construct's appearance can't hide the otherworldly material from which it is formed.
Construct Traits: An astral construct has immunity to poison, sleep, paralysis, stunning, disease, death effects, necromancy effects, mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects), and any effect that requires a Fortitude save unless it also works on objects or is harmless. It is not subject to critical hits, nonlethal damage, ability damage, ability drain, fatigue, exhaustion, or energy drain. It cannot heal damage, but it can be repaired.
Special Abilities: Every time an astral construct is created, the manifester can choose to apply one special ability to the construct. When the manifester begins to manifest the astral construct power, he chooses one or more special abilities from a menu of abilities appropriate to that level of astral construct.
CREATING AN ASTRAL CONSTRUCT
When manifesting the astral construct power, the manifester assembles the desired creature from a menu of choices, as specified in the construct's statistics block. A manifester can always substitute two choices from a lesser menu for one of its given abilities. Multiple selections of the same menu choice do not stack unless the ability specifically notes that stacking is allowed.
Some menu choices grant an astral construct the ability to manifest specific powers as psi-like abilities. Unless using the ability is a free action, an astral construct manifesting such a power does so as a standard action that provokes attacks of opportunity. All such powers have a manifester level equal to the astral construct's Hit Dice or the creator's manifester level, whichever is lower.
An astral construct does not need to meet the prerequisites for a feat granted by a menu choice.

Astral Construct Menu A
A manifester creating a 1st-level, 2nd-level, or 3rd-level astral construct can choose one special ability from this menu.
Buff (Ex): The astral construct gains an extra 5 hit points.
Celerity (Ex): The astral construct's land speed is increased by 10 feet.
Cleave (Ex): The astral construct gains the Cleave feat.
Deflection (Ex): The astral construct gains a +1 deflection bonus to Armor Class.
Fly (Ex): The astral construct has physical wings and a fly speed of 20 feet (average).
Improved Bull Rush (Ex): The astral construct gains the Improved Bull Rush feat.
Improved Slam Attack (Ex): The astral construct gains the Improved Natural Attack feat.
Mobility (Ex): The astral construct gains the Mobility feat.
Power Attack (Ex): The astral construct gains the Power Attack feat.
Resistance (Ex): Choose one of the following energy types: fire, cold, acid, electricity, or sonic. The astral construct gains resistance 5 against that energy type.
Swim (Ex): The astral construct is streamlined and shark like, and gains a swim speed of 30 feet.
Trip (Ex): If the astral construct hits with a slam attack, it can attempt to trip the opponent as a free action without making a touch attack or provoking attacks of opportunity. If the attempt fails, the opponent cannot react to trip the astral construct.

Astral Construct Menu B
A manifester creating a 4th-level, 5th-level, or 6th-level astral construct can choose one special ability from this menu. Alternatively, the construct can have two special abilities from Menu A.
Energy Touch (Ex): If you are a kineticist, the astral construct's physical attacks are wreathed in your energy type, dealing an extra 1d6 points of energy damage. If you are not a kineticist, the astral construct deals an extra 1d4 points of damage of an energy type you choose (fire, cold, acid, or electricity) when you manifest the construct.
Extra Attack: If the astral construct is Medium or smaller, it gains two slam attacks instead of one when it makes a full attack. Its bonus on damage rolls for each attack is equal to its Strength modifier, not its Strength modifier x 1-1/2. If the astral construct is Large or larger, it gains three slams instead of two when it makes a full attack. Its attacks are otherwise unchanged.
Fast Healing (Ex): The astral construct heals 2 hit points each round. It is still immediately destroyed when it reaches 0 hit points.
Heavy Deflection (Ex): The astral construct gains a +4 deflection bonus to Armor Class.
Improved Buff (Ex): The astral construct gains an extra 15 hit points.
Improved Critical (Ex): The astral construct gains the Improved Critical feat with its slam attacks.
Improved Damage Reduction (Ex): The astral construct's surface forms a hard carapace and provides an additional 3 points of damage reduction (or damage reduction 3/magic if it does not already have damage reduction).
Improved Fly (Ex): The astral construct has physical wings and a fly speed of 40 feet (average).
Improved Grab (Ex): To use this ability, the construct must hit with its slam attack. A construct can use this ability only on a target that is at least one size smaller than itself.
Improved Swim: The astral construct is streamlined and sharklike, and gains a swim speed of 60 feet.
Muscle (Ex): The astral construct gains a +4 bonus to its Strength score.
Poison Touch (Ex): If the astral construct hits with a melee attack, the target must make an initial Fortitude save (DC 10 + 1/2 astral construct's HD + astral construct's Cha modifier) or take 1 point of Constitution damage. One minute later, the target must save again or take 1d2 points of Constitution damage.
Pounce (Ex): If the astral construct charges a foe, it can make a full attack.
Smite (Su): Once per day the astral construct can make one attack that deals extra damage equal to its Hit Dice.
Trample (Ex): As a standard action during its turn each round, a Large or larger astral construct can literally run over an opponent at least one size smaller than itself. It merely has to move over the opponent to deal bludgeoning damage equal to 1d8 + its Str modifier. The target can attempt a Reflex save (DC 10 + 1/2 astral construct's Hit Dice + astral construct's Str modifier) to negate the damage, or it can instead choose to make an attack of opportunity at a 4 penalty.

Astral Construct Menu C
A manifester creating a 7th-level, 8th-level, or 9th-level astral construct can choose one special ability from this menu. Alternatively, the astral construct can have two special abilities from Menu B. (One or both of the Menu B choices can be swapped for two choices from Menu A.)
Blindsight (Ex): The astral construct has blindsight out to 60 feet.
Concussion (Sp): The astral construct can manifest concussion blast (manifester level 7th) as a free action once per round.
Constrict (Ex): The astral construct has the improved grab ability with its slam attack. In addition, on a successful grapple check, the astral construct deals damage equal to its slam damage.
Dimension Slide (Sp): The astral construct can manifest dimension slide (manifester level equal to Hit Dice) as a move action once per round.
Energy Bolt (Sp): The astral construct can manifest energy bolt (manifester level 8th) as a standard action once per round. The creator sets the energy type that the astral construct can manifest when he creates it.
Extra Buff (Ex): The astral construct gains an extra 30 hit points.
Extreme Damage Reduction (Ex): The astral construct's surface forms hard, armor-like plates and provides an additional 6 points of damage reduction.
Extreme Deflection (Ex): The astral construct gains a +8 deflection bonus to Armor Class.
Natural Invisibility (Su): The astral construct is constantly invisible, even when attacking. This ability is inherent and not subject to the invisibility purge spell.
Power Resistance (Ex): The astral construct gains power resistance equal to 10 + its Hit Dice.
Rend (Ex): The astral construct makes claw attacks instead of slam attacks (it deals the same amount of damage as it would with its slam damage, but does slashing damage instead of bludgeoning damage). An astral construct that hits the same opponent with two claw attacks in the same round rends its foe, which deals extra damage equal to 2d6 + 1-1/2 times its Str modifier.
Spring Attack (Ex): The astral construct gains the Spring Attack feat.
Whirlwind Attack (Ex): The astral construct gains the Whirlwind Attack feat.

1ST-LEVEL ASTRAL CONSTRUCT

	Small Construct
Hit Dice:	1d10+10 (15 hp)
Initiative:	+2
Speed:	30 ft. (6 squares)
Armor Class:	18 (+2 Dex, +5 natural, +1 size), touch 13, flatfooted 16
Base Attack/Grapple:	+2/1
Attack:	Slam +3 melee (1d4+3)
Full Attack:	Slam +3 melee (1d4+3)
Space/Reach:	5 ft./5 ft.
Special Attacks:
Special Qualities:	One ability from Menu A, construct traits, darkvision 60 ft., low-light vision
Saves:	Fort +0, Ref +2, Will +0
Abilities:	Str 15, Dex 15, Con , Int , Wis 11, Cha 10
Skills:
Feats:
Environment:	Any
Organization:	Solitary
Challenge Rating:	1/2
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

2ND-LEVEL ASTRAL CONSTRUCT

	Medium Construct
Hit Dice:	2d10+20 (31 hp)
Initiative:	+2
Speed:	40 ft. (8 squares)
Armor Class:	18 (+2 Dex, +6 natural), touch 12, flat-footed 16
Base Attack/Grapple:	+3/+4
Attack:	Slam +4 melee (1d6+4)
Full Attack:	Slam +4 melee (1d6+4)
Space/Reach:	5 ft./5 ft.
Special Attacks:
Special Qualities:	traits, darkvision 60 ft., low-light vision
Saves:	Fort +0, Ref +2, Will +0
Abilities:	Str 17, Dex 15, Con , Int , Wis 11, Cha 10
Skills:
Feats:
Environment:	Any
Organization:	Solitary
Challenge Rating:	1
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

3RD-LEVEL ASTRAL CONSTRUCT

	Medium Construct
Hit Dice:	3d10+20 (36 hp)
Initiative:	+2
Speed:	40 ft. (8 squares)
Armor Class:	20 (+2 Dex, +8 natural), touch 12, flatfooted 18
Base Attack/Grapple:	+4/+7
Attack:	Slam +7 melee (1d6+7)
Full Attack:	Slam +7 melee (1d6+7)
Space/Reach:	5 ft./5 ft.
Special Attacks:
Special Qualities:	One ability from Menu A, construct traits, darkvision 60 ft., low-light vision
Saves:	Fort +1, Ref +3, Will +1
Abilities:	Str 21, Dex 15, Con , Int , Wis 11, Cha 10
Skills:
Feats:
Environment:	Any
Organization:	Solitary
Challenge Rating:	2
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

4TH-LEVEL ASTRAL CONSTRUCT

	Medium Construct
Hit Dice:	5d10+20 (47 hp)
Initiative:	+2
Speed:	40 ft. (8 squares)
Armor Class:	22 (+2 Dex, +10 natural), touch 12, flatfooted 20
Base Attack/Grapple:	+5/+10
Attack:	Slam +10 melee (1d6+10)
Full Attack:	Slam +10 melee (1d6+10)
Space/Reach:	5 ft./5 ft.
Special Attacks:
Special Qualities:	One ability from Menu B, construct traits, darkvision 60 ft., low-light vision
Saves:	Fort +1, Ref +3, Will +1
Abilities:	Str 25, Dex 15, Con , Int , Wis 11, Cha 10
Skills:
Feats:
Environment:	Any
Organization:	Solitary
Challenge Rating:	3
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

5TH-LEVEL ASTRAL CONSTRUCT

	Large Construct
Hit Dice:	7d10+30 (68 hp)
Initiative:	+1
Speed:	40 ft. (8 squares)
Armor Class:	23 (+1 Dex, +13 natural, 1 size), touch 10, flat-footed 22
Base Attack/Grapple:	+7/+18
Attack:	Slam +13 melee (1d8+9)
Full Attack:	2 slams +13 melee (1d8+9)
Space/Reach:	10 ft./10 ft.
Special Attacks:
Special Qualities:	One ability from Menu B, construct traits, damage reduction 5/magic, darkvision 60 ft., lowlight vision
Saves:	Fort +2, Ref +3, Will +2
Abilities:	Str 29, Dex 13, Con , Int , Wis 11, Cha 10
Skills:
Feats:
Environment:	Any
Organization:	Solitary
Challenge Rating:	5
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

6TH-LEVEL ASTRAL CONSTRUCT

	Large Construct
Hit Dice:	10d10+30 (85 hp)
Initiative:	+1
Speed:	40 ft. (8 squares)
Armor Class:	25 (+1 Dex, +15 natural, 1 size), touch 10, flat-footed 24
Base Attack/Grapple:	+9/+22
Attack:	Slam +17 melee (1d8+11)
Full Attack:	2 slams +17 melee (1d8+11)
Space/Reach:	10 ft./10 ft.
Special Attacks:
Special Qualities:	One ability from Menu B, construct traits, damage reduction 10/magic, darkvision 60 ft., lowlight vision
Saves:	Fort +3, Ref +4, Will +3
Abilities:	Str 33, Dex 13, Con , Int , Wis 11, Cha 10
Skills:
Feats:
Environment:	Any
Organization:	Solitary
Challenge Rating:	7
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

7TH-LEVEL ASTRAL CONSTRUCT

	Large Construct
Hit Dice:	13d10+30 (101 hp)
Initiative:	+1
Speed:	40 ft. (8 squares)
Armor Class:	27 (+1 Dex, +17 natural, 1 size), touch 10, flat-footed 26
Base Attack/Grapple:	+11/+25
Attack:	Slam +20 melee (1d8+12)
Full Attack:	2 slams +20 melee (1d8+12)
Space/Reach:	10 ft./10 ft.
Special Attacks:
Special Qualities:	One ability from Menu C, construct traits, damage reduction 10/magic, darkvision 60 ft., lowlight vision
Saves:	Fort +4, Ref +5, Will +4
Abilities:	Str 35, Dex 13, Con , Int , Wis 11, Cha 10
Skills:
Feats:
Environment:	Any
Organization:	Solitary
Challenge Rating:	8
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

8TH-LEVEL ASTRAL CONSTRUCT

	Large Construct
Hit Dice:	16d10+30 (118 hp)
Initiative:	+1
Speed:	40 ft. (8 squares)
Armor Class:	29 (+1 Dex, +19 natural, 1 size), touch 10, flat-footed 28
Base Attack/Grapple:	+14/+30
Attack:	Slam +25 melee (1d8+14)
Full Attack:	2 slams +25 melee (1d8+14)
Space/Reach:	10 ft./10 ft.
Special Attacks:
Special Qualities:	One ability from Menu C, construct traits, damage reduction 15/magic, darkvision 60 ft., lowlight vision
Saves:	Fort +5, Ref +6, Will +5
Abilities:	Str 39, Dex 13, Con , Int , Wis 11, Cha 10
Skills:
Feats:
Environment:	Any
Organization:	Solitary
Challenge Rating:	9
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

9TH-LEVEL ASTRAL CONSTRUCT

	Huge Construct
Hit Dice:	19d10+40 (144 hp)
Initiative:	+0
Speed:	50 ft. (10 squares)
Armor Class:	33 (+25 natural, 2 size), touch 8, flatfooted 33
Base Attack/Grapple:	+16/+38
Attack:	Slam +28 melee (2d6+16)
Full Attack:	2 slams +28 melee (2d6+16)
Space/Reach:	15 ft./15 ft.
Special Attacks:
Special Qualities:	Two abilities from Menu C, construct traits, damage reduction 15/magic, darkvision 60 ft., lowlight vision
Saves:	Fort +6, Ref +6, Will +6
Abilities:	Str 43, Dex 11, Con , Int , Wis 11, Cha 10
Skills:
Feats:
Environment:	Any
Organization:	Solitary
Challenge Rating:	10
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

BLUE

	Blue, 1st-Level Psion (Telepath)
	Small Humanoid (Goblinoid, Psionic)
Hit Dice:	1d4+1 (3 hp)
Initiative:	+0
Speed:	30 ft. (6 squares)
Armor Class:	15 (+1 size, +4 inertial armor), touch 11, flatfooted 15
Base Attack/Grapple:	+0/6
Attack:	Quarterstaff 2 melee (1d42) or light crossbow +0 ranged (1d6/1920)
Full Attack:	Quarterstaff 2 melee (1d42) or light crossbow +0 ranged (1d6/1920)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Psionic powers
Special Qualities:	Darkvision 60 ft.
Saves:	Fort +1, Ref +0, Will +2
Abilities:	Str 6, Dex 11, Con 12, Int 15, Wis 10, Cha 7
Skills:	Concentration +5, Hide +6, Move Silently +4,
Psicraft +6, Ride +4, Spot +2
Feats:	Psionic Body, Wild TalentB
Environment:	Temperate plains
Organization:	Solitary, gang (1 plus 49 goblin warriors), band (2d10 plus 10100 goblin warriors plus 100% noncombatants plus 1 3rd-level sergeant per 20 adults and 1 leader of 4th6th level), warband (2d4 plus 1024 goblin warriors with worg mounts), or tribe (4d10 plus 40400 goblin warriors plus 100% noncombatants plus 1 3rd-level sergeant per 20 adults, 1 or 2 lieutenants of 4th or 5th level, 1 leader of 6th8th level, 1024 worgs, and 24 dire wolves)
Challenge Rating:	1
Treasure:	Standard
Alignment:	Usually neutral evil
Advancement:	By character class (usually psion)
Level Adjustment:	+0

Blues are a subrace of goblins with an innate knack for psionics. A blue is often smaller than an average goblin, standing just about 3 feet tall and weighing about 40 pounds. Blues have noticeably blue-tinged skin, and their eyes are less dull than those of a common goblin. Otherwise, they resemble their kin. They generally dress in short leather robes, dyed black.
Blues speak Goblin and Common.
Most blues encountered outside their homes are psions; the information in the statistics block is for a psion of 1st level.
COMBAT
Blues support goblin warriors in combat and are often called upon to lead a gang of goblins (from the rear) into battle.
Psionic Powers: The blue described here is a 1st-level psion.
Typical Psion Powers Known (power points 3*; save DC 12 + power level): 1stinertial armor, mind thrust (DC 13), psionic charm (DC 13).
Manifester level 1st. The save DCs are Intelligence-based.
*The blue shown here has already manifested inertial armor; its reserve is normally 4 power points.
Skills: Blues have a +4 racial bonus on Move Silently checks and Ride checks.
The blue psion presented here had the following ability scores before racial adjustments: Str 8, Dex 11, Con 12, Int 13, Wis 10, Cha 9.
BLUES AS CHARACTERS
Blues tend to be psions, although blues raised in communities where their kind are rare may choose the path of the wilder.
Blue characters possess the following racial traits.
2 Strength, +2 Intelligence, 2 Charisma.
Small size: +1 bonus to Armor Class, +1 bonus on attack rolls, +4 bonus on Hide checks, 4 penalty on grapple checks, lifting and carrying limits 3/4 of those of Medium characters.
Blue base land speed is 30 feet.
Darkvision out to 60 feet.
Naturally Psionic: Blues gain 1 bonus power point at 1st level.
Racial Skills: A blue character has a +4 racial bonus on Move Silently checks and Ride checks.
Automatic Languages: Common, Goblin. Bonus Languages: Draconic, Elven, Giant, Gnoll, Orc.
Favored Class: Psion.
Level Adjustment: +1.

BRAIN MOLE

	Tiny Magical Beast (Psionic)
Hit Dice:	1d102 (3 hp)
Initiative:	+2
Speed:	15 ft. (3 squares), burrow 15 ft.
Armor Class:	14 (+2 size, +2 Dex), touch 14, flat-footed 12
Base Attack/Grapple:	+1/11
Attack:	Bite +5 melee (1d34)
Full Attack:	Bite +5 melee (1d34)
Space/Reach:	2-1/2 ft./0 ft.
Special Attacks:	Cascade flu, psi-like abilities
Special Qualities:	Low-light vision, power conversion, scent
Saves:	Fort +0, Ref +4, Will +2
Abilities:	Str 2, Dex 14, Con 7, Int 2, Wis 14, Cha 11
Skills:	Hide +15, Move Silently +7, Listen +6, Spot +2
Feats:	Alertness, Weapon FinesseB
Environment:	Temperate forest
Organization:	Nest (38)
Challenge Rating:	1/2
Treasure:	None
Alignment:	Always neutral
Advancement:
Level Adjustment:

Brain moles are burrowing animals that use psionic powers to overcome large psionic prey. Small, furry, and nearly blind, brain moles are almost indistinguishable from their common animal cousins.
Brain moles eat small insects when they can't get psionic energy.
COMBAT
Brain moles hunger for psionic energy. They hide in loose dirt and detritus on forest floors, watching for the approach of psionic creatures with their detect psionics power. When a suitable target comes in range, the brain moles then attack with their power leech ability. The moles remain hidden as long as possible. If threatened, they use aversion and mind thrust to discourage attackers, using their bite only as a last resort.
Cascade Flu (Ex): Diseasebite; Fortitude DC 9, incubation period one day, damage psionic cascade (every time an afflicted character manifests a power, she must make a DC 16 Concentration check; on a failed check, a psionic cascade is triggered [see Psionic Maladies]). The save DC is Constitution-based.
Psi-Like Abilities: At willdetect psionics, power leech (ML 5th, DC 14); 3/dayaversion (DC 12), mind thrust (DC 11). Manifester level 1st. The save DCs are Charisma-based.
Hide Mind (Su): A brain mole cannot be identified as psionic by divination spells or clairsentience powers.
Power Conversion (Su): When a brain mole drains a power point by means of its power leech power, it immediately heals 1 hit point. If it is already at full normal hit points, it instead gains psionic sustenance sufficient to supply its need for nourishment for 24 hours.
Skills: Brain moles have a +4 racial bonus on Hide and Move Silently checks and a 2 racial penalty on Spot checks.

CALLER IN DARKNESS

	Large Undead (Incorporeal, Psionic)
Hit Dice:	11d12 (71 hp)
Initiative:	+7
Speed:	30 ft. (6 squares), fly 60 ft. (good)
Armor Class:	14 (1 size, +3 Dex, +2 deflection), touch 14, flat-footed 11
Base Attack/Grapple:	+5/
Attack:	Incorporeal touch +7 melee (2d6)
Full Attack:	4 incorporeal touches +7 melee (2d6)
Space/Reach:	10 ft./10 ft.
Special Attacks:	Psi-like abilities, steal essence
Special Qualities:	Incorporeal traits, undead traits, unnatural aura, vulnerability to sunlight
Saves:	Fort +3, Ref +6, Will +9
Abilities:	Str , Dex 16, Con , Int 14, Wis 14, Cha 15
Skills:	Hide +9, Intimidate +12, Knowledge (psionics) +12, Listen +14, Psicraft +12, Search +12, Sense Motive +12, Spot +14
Feats:	Blind-Fight, Combat Reflexes, Improved Initiative, Weapon Finesse
Environment:	Underground
Organization:	Solitary
Challenge Rating:	9
Treasure:	None
Alignment:	Always chaotic evil
Advancement:	1222 HD (Large); 2333 HD (Huge)
Level Adjustment:

A caller in darkness is an incorporeal creature composed of the minds of dozens of victims who died together in terror. It seeks to draw others into its fearwracked, hellish existence.
Callers in darkness rarely speak, but when they do, they speak Common.
COMBAT
Psi-Like Abilities: At willclairvoyant sense, concussion blast (two targets, 3d6*), detect psionics, ego whip (2d4, DC 16*), mind thrust (7d10, DC 16*); 3/daydeath urge (DC 16), psychic crush (DC 13**), psionic suggestion (three targets, DC 14*); 1/ dayco-opt concentration (DC 18). Manifester level 7th. The save DCs are Charisma-based.
*Includes augmentation for the caller's manifester level.
**Includes the inherent +4 save adjustment described in the power.
Steal Essence (Su): Any living, intelligent creature slain by a caller in darkness's touch attack is mentally absorbed into the monster's consciousness. (The physical body of the victim remains intact). Stealing a victim's essence is a free action; it grants the caller 12 temporary hit points, and a permanent new screaming face appears within its cloud.
A caller in darkness can also steal the essence of living, intelligent creatures within 30 feet that are paralyzed or sleeping, or that are helpless due to having a mental ability score reduced to 0 (often by the caller's ego whip attack). Doing so is a standard action that provokes attacks of opportunity. The victim dies, and the caller gains 12 temporary hit points.
Incorporeal Traits: A caller in darkness is harmed only by other incorporeal creatures, magic weapons, spells, spell-like abilities, and supernatural abilities. It has a 50% chance to ignore any damage from a corporeal source, except for force effects or attacks made with ghost touch weapons. It can pass through solid objects, but not force effects, at will. Its attacks ignore natural armor, armor, and shields, but deflection bonuses and force effects work normally against them. The creature always moves silently and cannot be heard with Listen checks if it doesn't wish to be.
Undead Traits: A caller in darkness is immune to mind-affecting effects, poison, sleep, paralysis, stunning, disease, death effects, and any effect that requires a Fortitude save unless it also works on objects or is harmless. It is not subject to critical hits, nonlethal damage, ability damage to its physical ability scores, ability drain, energy drain, fatigue, exhaustion, or death from massive damage. It cannot be raised, and resurrection works only if it is willing. It has darkvision out to 60 feet.
Unnatural Aura (Su): Animals can sense the unnatural presence of a caller in darkness. Any animal within 30 feet must make a DC 17 Will save or become panicked until it is no longer within 30 feet of the caller in darkness. A panicked creature that is cornered begins cowering. The save DC is Charisma-based.
Vulnerability to Sunlight (Ex): Callers in darkness are utterly powerless in natural sunlight (not merely a daylight spell) and flee from it. A caller caught in sunlight cannot attack and can take only a single move action or standard action each turn, but not both (nor can it take full-round actions).

CEREBRILITH

	Large Outsider (Chaotic, Evil, Extraplanar, Psionic)
Hit Dice:	9d8+63 (103 hp)
Initiative:	+1
Speed:	30 ft. (6 squares)
Armor Class:	25 (1 size, +1 Dex, +15 natural), touch 10, flat-footed 24
Base Attack/Grapple:	+9/+19
Attack:	Bite +14 melee (1d8+6)
Full Attack:	Bite +14 melee (1d8+6) and 2 claws +9 melee (1d6+3)
Space/Reach:	10 ft./10 ft.
Special Attacks:	Psi-like abilities, spell-like abilities, summon demon
Special Qualities:	Damage reduction 10/good, darkvision 60 ft., immunity to electricity and poison, outsider traits, psionic traits, resistance to acid 10, cold 10, and fire 10, power resistance 20, telepathy 100 ft.
Saves:	Fort +13, Ref +7, Will +10
Abilities:	Str 22, Dex 13, Con 25, Int 15, Wis 18, Cha 21
Skills:	Concentration +17, Hide +7, Jump +16, Knowledge (arcana) +12, Knowledge (psionics) +12, Knowledge (planes) +12, Listen +22, Move Silently +11, Psicraft +12, Search +12, Sense Motive +14, Spot +22
Feats:	Power Attack, Psionic Meditation, Psionic Fist, Unavoidable Strike, Wild TalentB
Environment:	Chaotic evil planes
Organization:	Solitary or gang (24)
Challenge Rating:	10
Treasure:	Standard
Alignment:	Always chaotic evil
Advancement:	1018 HD (Large); 1927 HD (Huge)
Level Adjustment:	+9

COMBAT
Cerebriliths favor telepathic attacks, usually beginning a battle by launching a furious barrage of ego whip and id insinuation attacks. In melee, cerebriliths often use their Concentration skill to gain psionic focus, so that they can use Psionic Fist or Unavoidable Strike (the latter in conjunction with Power Attack).
A cerebrilith's natural weapons, as well as any weapons it wields, are treated as chaotic-aligned and evil-aligned for the purpose of overcoming damage reduction.
Psi-Like Abilities: At willbrain lock (any nonmindless, DC 17*), detect psionics, ego whip (2d4, DC 19*), id insinuation (four targets, DC 20*), mind trap (5 rounds*); 3/daypsionic dominate (24 hours, DC 20*), ectoplasmic form, mind probe (DC 20); 1/daymind thrust (9d10, DC 20*). Manifester level 9th. The save DCs are Charisma-based.
*Includes augmentation for the cerebrilith's manifester level.
Spell-Like Abilities: At willdeeper darkness, desecrate, detect good, dispel good (DC 20), greater teleport (self plus 50 pounds of objects only), magic circle against good (DC 18), unholy blight (DC 19). Caster level 9th. The save DCs are Charisma-based.
Summon Demon (Sp): Once per day a cerebrilith can attempt to summon 4d6 dretches or another cerebrilith with a 35% chance of success. This ability is equivalent to a 4th-level spell.
Outsider Traits: A cerebrilith cannot be raised, reincarnated or resurrected (though a limited wish, wish, miracle, or true resurrection spell can restore life). It has darkvision out to 60 feet.
Skills: Cerebriliths have a +8 racial bonus on Listen and Spot checks.

COUATL, PSIONIC
Large Outsider (Native, Psionic)
Special Attacks: Constrict 2d8+6, improved grab, poison, psi-like abilities, spells
COMBAT
The psionic couatl does not possess the psionic spell-like abilities of the standard couatl. Instead, it has psi-like abilities.
Psi-Like Abilities: At willaura sight, cloud mind (DC 15), detect psionics, read thoughts (DC 15); 3/daymental barrier (2 rounds*), metamorphosis, psionic plane shift, thought shield (power resistance 19*). Manifester level 9th. The save DCs are Charisma-based.
*Includes augmentation for the psionic couatl's manifester level.

CRYSMAL

	Small Elemental (Earth, Psionic)
Hit Dice:	6d8+6 (33 hp)
Initiative:	+2
Speed:	30 ft. (6 squares), burrow 20 ft.
Armor Class:	21 (+1 size, +2 Dex, +8 natural), touch 13, flat-footed 19
Base Attack/Grapple:	+4/+2
Attack:	Sting +7 melee (1d3+3)
Full Attack:	Sting +7 melee (1d3+3)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Psi-like abilities
Special Qualities:	Damage reduction 5/ bludgeoning, elemental traits, immunity to fire and cold, resistance to electricity 15
Saves:	Fort +8, Ref +6, Will +2
Abilities:	Str 15, Dex 14, Con 12, Int 6, Wis 10, Cha 14
Skills:	Appraise +9, Climb +5, Jump +5, Listen +2, Spot +10
Feats:	Alertness, Great Fortitude, Lightning Reflexes
Environment:	Underground
Organization:	Solitary or facet (25)
Challenge Rating:	3
Treasure:	Double goods (gems only)
Alignment:	Any lawful
Advancement:	712 HD (Medium); 1318 HD (Large)
Level Adjustment:

A conglomerate of stone and crystal, a crysmal above all else seeks to perpetuate its kind.
Crysmals transform mundane minerals into juvenile crysmals. Gems are the perfect substance for this reproductive cycle: To make a single juvenile, a crysmal generally needs eight to ten gems, each of 25 gp value or more.
Crysmals understand Terran but do not speak.
COMBAT
Psi-Like Abilities: At willcontrol object, control sound, detect psionics, empty mind, mind thrust (2d10, DC 13*); 3/daypsionic dimension door. Manifester level 2nd. The save DCs are Charisma-based.
*Includes augmentation for the crysmal's manifester level.
Skills: Crysmals have a +8 racial bonus on Appraise checks and Spot checks.

DROMITE

	Dromite, 1st-Level Warrior
	Small Monstrous Humanoid (Psionic)
Hit Dice:	1d8+1 (5 hp)
Initiative:	+0
Speed:	20 ft. (4 squares)
Armor Class:	18 (+1 size, +3 natural armor, +3 studded leather, +1 light shield), touch 11, flat-footed 18
Base Attack/Grapple:	+1/3
Attack:	Longsword +3 melee (1d6/1920) or light crossbow +2 ranged (1d6/1920)
Full Attack:	Longsword +3 melee (1d6/1920) or light crossbow +2 ranged (1d6/1920)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Psi-like abilities
Special Qualities:	Darkvision 60 ft., resistance to fire 5, scent
Saves:	Fort +3, Ref +0, Will 2
Abilities:	Str 11, Dex 11, Con 12, Int 10, Wis 7, Cha 10
Skills:	Climb +2, Spot +4
Feats:	Weapon Focus (longsword), Blind-FightB
Environment:	Underground
Organization:	Squad (24), company (1120 plus 2 3rd-level sergeants and 1 leader of 3rd6th level), or band (30100 plus 100% noncombatants plus 1 3rdlevel sergeant per 20 adults, 5 5th-level lieutenants, 3 7th-level captains, 610 giant beetles, and 25 riding giant beetles)
Challenge Rating:	1/2
Treasure:	Standard
Alignment:	Usually neutral
Advancement:	By character class
Level Adjustment:	+1

Dromites stand about 3 feet tall and usually weigh slightly more than 30 pounds. They have iridescent compound eyes. Dromites wear heavy boots and light clothing, and are sometimes content with just a sturdy harness.
Dromites speak Common.
Most dromites encountered outside their homes are warriors; the information in the statistics block is for a warrior of 1st level.
COMBAT
Psi-Like Abilities: 1/day: energy ray (fire, 1d6+1). Manifester level 1st. The save DC is Charisma-based. (Other dromites may manifest electricity, cold, or sonic energy rays instead; the energy ray always matches the type of energy the dromite is resistant to.)
The dromite warrior presented here had the following ability scores before racial adjustments: Str 13, Dex 11, Con 12, Int 10, Wis 9, Cha 8.
DROMITES AS CHARACTERS
Dromite characters possess the following racial traits.
+2 Charisma, 2 Strength, 2 Wisdom.
Small size: +1 bonus to Armor Class, +1 bonus on attack rolls, +4 bonus on Hide checks, 4 penalty on grapple checks, lifting and carrying limits 3/4 of those of Medium characters.
Dromite base land speed is 20 feet.
+3 natural armor bonus.
Naturally Psionic: Dromites gain 1 bonus power point at 1st level.
Special Attacks (see above): Psi-like abilities.
Special Qualities (see above): Resistance to fire 5 (other dromites may have resistance to cold, electricity, or sonics instead of fire), scent.
Racial Skills: Dromites have a +2 racial bonus on Spot checks due to their compound eyes.
Racial Feats: Dromites gain Blind-fight as a bonus feat.
Automatic Languages: Common. Bonus Languages: Dwarven, Gnome, Goblin, Terran.
Favored Class: Wilder.
Level Adjustment: +1.

DUERGAR, PSIONIC
Duergar, 1st-Level Warrior
Medium Humanoid (Dwarf, Psionic)
Special Attacks: Duergar traits, psi-like abilities
COMBAT
A psionic duergar does not possess the spell-like abilities of standard duergars. Instead, it has psi-like abilities.
Psi-Like Abilities: 1/dayexpansion, invisibility. These abilities are as the power (or spell) manifested by a psion (or sorcerer) of the duergar's Hit Dice (minimum 3rd level) and affect only the duergar and whatever he carries.
DUERGAR AS CHARACTERS
Duergar characters possess the following racial traits.
+2 Constitution, 4 Charisma.
Medium size.
Duergar base land speed is 20 feet. However, gray dwarves can move at this speed even when wearing medium or heavy armor or when carrying a medium or heavy load (unlike other creatures, whose speed is reduced in such situations).
Darkvision out to 120 feet.
Immunity to paralysis, phantasms, and poison.
+2 racial bonus on saves against spells and spell-like effects.
Stability: Duergar are exceptionally stable on their feet. A duergar receives a +4 bonus on ability checks made to resist being bull rushed or tripped when standing on the ground (but not when climbing, flying, riding or otherwise not standing firmly on the ground).
Stonecunning: This ability grants a duergar a +2 racial bonus on Search checks to notice unusual stonework, such as sliding walls, stonework, traps, new construction (even when built to match the old), unsafe stone surfaces, shaky stone ceilings, and the like. Something that isn't stone but that is disguised as stone also counts as unusual stonework. A gray dwarf who merely comes within 10 feet of unusual stonework can make a Search check as if he were actively searching, and a duergar can use the Search skill to find stonework traps as a rogue can. A duergar can also intuit depth, sensing his approximate depth underground as naturally as a human can sense which way is up.
Duergar have a sixth sense about stonework, an innate ability that they get plenty of opportunity to practice and hone in their underground homes.
Psi-Like Abilities: 1/dayexpansion, invisibility. These abilities affect only the duergar and whatever he carries. Manifester level is equal to Hit Dice (minimum 3rd).
Naturally Psionic: Duergar gain 3 bonus power points at 1st level. This benefit does not grant them the ability to manifest powers unless they gain that ability through another source, such as levels in a psionic class.
+1 racial bonus on attack rolls against orcs (including half-orcs) and goblinoids (including goblins, hobgoblins, and bugbears).
+4 dodge bonus to Armor Class against creatures of the giant type (such as ogres, trolls, and hill giants).
Light Sensitivity (Ex): Duergar are dazzled in sunlight or within the radius of a daylight spell.
Duergar have a +4 racial bonus on Move Silently checks and a +1 racial bonus on Listen and Spot checks. They have a +2 racial bonus on Appraise and Craft checks that are related to stone or metal.
Automatic Languages: Common, Dwarven, Undercommon. Bonus Languages: Draconic, Giant, Goblin, Orc, Terran.
Favored Class: Fighter.
Level Adjustment: +1.

ELAN

	Elan, 1st-Level Warrior
	Medium Aberration (Psionic)
Hit Dice:	1d8+1 (5 hp)
Initiative:	+0
Speed:	30 ft. (6 squares)
Armor Class:	14 (+3 studded leather, +1 light shield), touch 10, flat-footed 14
Base Attack/Grapple:	+1/+2
Attack:	Warhammer +3 melee (1d8+1/x3) or longbow +1 ranged (1d8/x3)
Full Attack:	Warhammer +3 melee (1d8+1/x3) or longbow +1 ranged (1d8/x3)
Space/Reach:	5 ft./5 ft.
Special Attacks:
Special Qualities:	Repletion, resilience, resistance
Saves:	Fort +3, Ref +0, Will 1
Abilities:	Str 13, Dex 11, Con 12, Int 10, Wis 9, Cha 6
Skills:	Climb +3, Jump +3
Feats:	Weapon Focus (warhammer)
Environment:	Any
Organization:	Congregate (24), squad (1120 plus 2 3rdlevel sergeants and 1 leader of 3rd6th level), or band (30100 plus 150% noncombatants plus 1 3rd-level sergeant per 10 adults, 5 5thlevel lieutenants, and 3 7thlevel captains)
Challenge Rating:	1/2
Treasure:	Standard
Alignment:	Usually neutral
Advancement:	By character class
Level Adjustment:	+0

Elans typically stand just under 6 feet tall and weigh in the neighborhood of 180 pounds, with men sometimes taller and heavier than women, but not always.
Elans speak Common.
Most elans are psions or psychic warriors.
COMBAT
Repletion (Su): By expending 1 power point, an elan does not need to eat or drink for 24 hours.
Resilience (Su): As an immediate action, an elan can reduce the damage he is about to take by 2 points for every 1 power point spent.
Resistance (Su): As an immediate action, an élan can spent 1 power point to gain a +4 racial bonus on saving throws until the beginning of his next turn.
The elan warrior presented here had the following ability scores before racial adjustments: Str 13, Dex 11, Con 12, Int 10, Wis 9, Cha 8.
ELANS AS CHARACTERS
Elan characters possess the following racial traits.
2 Charisma.
Medium size.
Elan base land speed is 30 feet.
No darkvision.
Naturally Psionic: Elans gain 1 bonus power point at 1st level.
Special Qualities (see above): Repletion, resilience, resistance.
Automatic Languages: Common.
Favored Class: Psion.
Level Adjustment: +0.

FOLUGUB

	Medium-Size Aberration
Hit Dice:	4d8+12 (30 hp)
Initiative:	+3
Speed:	40 ft. (8 squares)
Armor Class:	18 (+3 Dex, +5 natural), touch 13, flatfooted 15
Base Attack/Grapple:	+3/+3
Attack:	Tongue +6 melee touch (liquefy crystal)
Full Attack:	Tongue +6 melee touch (liquefy crystal) and bite +1 melee (2d4)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Liquefy crystal
Special Qualities:	Darkvision 60 ft., scent
Saves:	Fort +4, Ref +4, Will +5
Abilities:	Str 10, Dex 17, Con 17, Int 2, Wis 13, Cha 11
Skills:	Listen +6, Move Silently +4, Spot +6
Feats:	Alertness, Weapon Finesse
Environment:	Underground
Organization:	Solitary or pair
Challenge Rating:	2
Treasure:	None
Alignment:	Always neutral
Advancement:	56 HD (Medium); 714 HD (Large)
Level Adjustment:

COMBAT
A folugub can scent a crystal object up to 90 feet away, and once it has the scent, little deters it from its goal. It usually ceases attacking to devour a freshly liquefied crystal. The creature targets the largest crystal object available.
Liquefy Crystal (Ex): A folugub that makes a successful touch attack with its tongue causes the target crystal to change phase, turning immediately from solid to liquid and becoming worthless. The touch can destroy up to a 5-foot cube of crystal instantly. Magic or psionic items made of crystal (including crystalline armor and weapons) must succeed on a DC 19 Reflex save or be liquefied. The save DC is Constitution-based and includes a +4 racial modifier.
A crystalline weapon that deals damage to a folugub becomes liquefied immediately.

GRAY GLUTTON

	Huge Magical Beast
Hit Dice:	9d10+36 (85 hp)
Initiative:	1
Speed:	40 ft. (8 squares)
Armor Class:	20 (2 size, 1 Dex, +13 natural), touch 7, flatfooted 20
Base Attack/Grapple:	+9/+25
Attack:	Bite +15 melee (2d8+8)
Full Attack:	Bite +15 melee (2d8+8) and 2 claws +10 melee (2d6+4)
Space/Reach:	15 ft./10 ft.
Special Attacks:	Null psionic exhalation
Special Qualities:	Darkvision 60 ft., low-light vision, power resistance 20, scent
Saves:	Fort +10, Ref +5, Will +7
Abilities:	Str 27, Dex 9, Con 19, Int 2, Wis 15, Cha 20
Skills:	Jump +14, Listen +7, Spot +3
Feats:	Closed Mind, Hostile Mind, Iron Will, Psionic Hole, TrackB
Environment:	Underground
Organization:	Solitary, pair, or cluster (35)
Challenge Rating:	7
Treasure:	None
Alignment:	Always neutral
Advancement:	1020 HD (Huge); 2127 HD (Gargantuan)
Level Adjustment:

COMBAT
A gray glutton attacks anything psionic, or anything that stands in its way of tracking down new psionic prey. Of course, a gray glutton has to eatand eat a lot to feed its bulkso when not on the scent it will attack any living creature. It always breaks off attacks against nonpsionic foes if psionic prey is an option. The only creatures it refuses to eat are elves (and it dislikes the taste of dwarves). No challenge seems too extreme to it, even if that means bulling into the center of a powerful party of manifesters.
Null Psionic Exhalation (Su): As a free action, a gray glutton can breathe forth a cloud of pale blue translucent gas into an adjacent 10-foot cube. The gas is psionically poisonous; the initial damage is 1d4 power points, and the secondary damage is 3d4 power points (Fortitude DC 18 negates). Affected psionic characters and creatures subtract the lost power points from their reserves.
The save DC is Constitution-based.
Once a gray glutton has used its exhalation, it must wait 4 rounds before it can exhale again.

HALF-GIANT

	Half-Giant, 1st-Level Warrior
	Medium Giant (Psionic)
Hit Dice:	1d8+2 (6 hp)
Initiative:	1
Speed:	30 ft. (6 squares)
Armor Class:	13 (1 Dex, +4 scale mail), touch 9, flat-footed 13
Base Attack/Grapple:	+1/+7
Attack:	Large greatsword +4 melee (3d6+3/1920) or Large javelin +0 ranged (1d8+2)
Full Attack:	Large greatsword +4 melee (3d6+3/1920) or Large javelin +0 ranged (1d8+2)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Psi-like abilities
Special Qualities:	Fire acclimated, giant's stature, low-light vision
Saves:	Fort +4, Ref 1, Will 1
Abilities:	Str 15, Dex 9, Con 14, Int 10, Wis 9, Cha 8
Skills:	Listen +1, Spot +1
Feats:	Weapon Focus (greatsword)
Environment:	Warm desert
Organization:	Team (24), squad (1120 plus 2 3rd-level sergeants and 1 leader of 3rd6th level), or band (30100 plus 150% noncombatants plus 1 3rd-level sergeant per 10 adults, 5 5th-level lieutenants, and 3 7th-level captains)
Challenge Rating:	1
Treasure:	Standard
Alignment:	Usually neutral good
Advancement:	By character class
Level Adjustment:	+1

Half-giants typically stand from 7 feet to nearly 8 feet tall and weigh from 250 to 400 pounds, with men noticeably taller and heavier than women.
Half-giants speak Common. Many also learn Giant.
COMBAT
Because of their giant ancestry, half-giants are able to use weapons sized for creatures larger than normal humans. They gain considerable satisfaction in using these large weapons in combat against their foes.
Psi-Like Abilities: 1/day: stomp (DC 10). Manifester level equal to 1/2 HD (minimum 1st). The save DC is Charisma-based.
Fire Acclimated (Ex): Half-giants have a +2 racial bonus on saving throws against all fire spells and effects.
Powerful Build (Ex): The physical stature of half-giants lets them function in many ways as if they were one size category larger. Whenever a half-giant is subject to a size modifier or special size modifier for an opposed check (such as during grapple checks, bull rush attempts, and trip attempts), the half-giant is treated as one size larger if doing so is advantageous to him. A half-giant is also considered to be one size larger when determining whether a creature's special attacks based on size (such as improved grab or swallow whole) can affect him. A half-giant can use weapons designed for a creature one size larger without penalty. However, his space and reach remain those of a creature of his actual size. The benefits of this racial trait stack with the effects of powers, abilities, and spells that change the subject's size category.
The half-giant warrior presented here had the following ability scores before racial adjustments: Str 13, Dex 11, Con 12, Int 10, Wis 9, Cha 8.
HALF-GIANTS AS CHARACTERS
Half-giant characters possess the following racial traits.
+2 Constitution, +2 Strength, 2 Dexterity.
Medium size.
Half-giant base land speed is 30 feet.
Low-light vision.
Naturally Psionic: Half-giants gain 2 bonus power points at 1st level, regardless of whether they choose a psionic class.
Fire Acclimated: Half-giants have a +2 racial bonus on saving throws against all fire spells and effects.
Powerful build (see above).
Special Attacks (see above): Psi-like abilities.
Automatic Language: Common. Bonus Language: Draconic, Giant, Gnoll, Ignan.
Favored Class: Psychic warrior.
Level adjustment: +1.

INTELLECT DEVOURER

	Small Aberration (Evil, Psionic)
Hit Dice:	6d8+15 (42 hp)
Initiative:	+5
Speed:	40 ft. (8 squares)
Armor Class:	21 (+1 size, +5 Dex, +5 natural), touch 16, flat-footed 16
Base Attack/Grapple:	+4/+1
Attack:	Claw +6 melee (1d3+1)
Full Attack:	4 claws +6 melee (1d3+1)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Body thief, psi-like abilities
Special Qualities:	Blindsight 60 ft., damage reduction 10/adamantine, immunity to fire, power resistance 23, resistance to electricity 15, vulnerability to protection from evil
Saves:	Fort +4, Ref +7, Will +6
Abilities:	Str 13, Dex 21, Con 15, Int 12, Wis 12, Cha 14
Skills:	Bluff + 15, Concentration +11 (+15 when manifesting defensively), Hide +14, Listen +14, Move Silently +16
Feats:	Combat Manifestation, Toughness, Up the Walls, Wild TalentB
Environment:	Underground
Organization:	Solitary or pod (24)
Challenge Rating:	7
Treasure:	1/2 coins; double goods; standard items
Alignment:	Always chaotic evil
Advancement:	78 HD (Small); 915 HD (Medium); 1618 HD (Large)
Level Adjustment:	+6

Intellect devourers understand Common but must be in possession of a body to speak. An intellect devourer in possession of a body also knows the languages known by that victim.
COMBAT
Body Thief (Su): When an intellect devourer overcomes a lone victim, it consumes the victim's brain and enters the skull. As a full-round action that provokes attacks of opportunity, the devourer can merge its form with that of a helpless or dead creature of Small size or larger. The devourer cannot merge its body with that of a creature immune to extra damage from critical hits.
When an intellect devourer completes its merging, it psionically consumes the brain of the victim (which kills it if it is not already dead). The devourer can exit the body at any time as a standard action, bursting the victim's skull and resuming its normal form.
After consuming its victim's brain, an intellect devourer can instead choose to animate the body for up to seven days as if it were the victim's original brain. The devourer retains its hit points, saving throws, and mental ability scores, as well as its psi-like abilities. It assumes the physical qualities and ability scores of the victim, as if it had used polymorph to assume the victim's form. As long as the intellect devourer occupies the body, it knows the languages spoken by the victim and very basic information about the victim's identity and personality, but none of the victim's specific memories or knowledge.
Psi-Like Abilities: At willcloud mind, compression, detect psionics, ego whip (2d4, DC 16*), empty mind (+5 on Will saves*), id insinuation (three targets, DC 16*); 3/daybody adjustment (2d12*), intellect fortress, painful strike. Manifester level 7th.
The save DCs are Charisma-based.
*Includes augmentation for the intellect devourer's manifester level.
Blindsight (Ex): An intellect devourer can use nonvisual means to ascertain all foes within 60 feet as a sighted creature would.
Vulnerability to Protection from Evil (Ex): An intellect devourer is treated as a summoned creature for the purpose of determining how it is affected by a protection from evil spell.
Skills: Intellect devourers have a +8 racial bonus on Bluff checks, useful for passing off the possessed body as the original. They also have a +8 racial bonus on Move Silently checks and Listen checks.

MAENAD

	Maenad, 1st-Level Warrior
	Medium Humanoid (Maenad, Psionic)
Hit Dice:	1d8+1 (5 hp)
Initiative:	+0
Speed:	30 ft. (6 squares)
Armor Class:	14 (+3 studded leather, +1 light shield), touch 10, flat-footed 14
Base Attack/Grapple:	+1/+2
Attack:	Longsword +3 melee (1d8+1/1920) or longbow +1 ranged (1d8/x3)
Full Attack:	Longsword +3 melee (1d8+1/1920) or longbow +1 ranged (1d8/x3)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Psi-like abilities
Special Qualities:	Outburst
Saves:	Fort +3, Ref +0, Will 1
Abilities:	Str 13, Dex 11, Con 12, Int 10, Wis 9, Cha 8
Skills:	Climb +3, Jump +3
Feats:	Weapon Focus (longsword)
Environment:	Warm hills
Organization:	Party (24), squad (1120 plus 2 3rd-level sergeants and 1 leader of 3rd6th level), or band (30100 plus 150% noncombatants plus 1 3rd-level sergeant per 10 adults, 5 5th-level lieutenants, and 3 7th-level captains)
Challenge Rating:	1/2
Treasure:	Standard
Alignment:	Usually neutral
Advancement:	By character class
Level Adjustment:	+0

Maenads typically stand more than 6 feet tall and weigh about 200 pounds; males are the same height as and only marginally heavier than maenad females. Maenads have no facial or body hair, and they prefer heavier clothing and armor if possible.
Maenads speak their own language and Common.
COMBAT
Psi-Like Abilities: 1/dayenergy ray. A maenad can deal only sonic damage with this ability. Manifester level equal to 1/2 Hit Dice (minimum 1st). The save DC is Charisma-based.
Outburst (Ex): Once per day for up to 4 rounds a maenad can subjugate his mentality. He takes a 2 penalty to Intelligence and Wisdom but gains a +2 bonus to Strength.
MAENADS AS CHARACTERS
Maenad characters possess the following racial traits.
Medium size.
Maenad base land speed is 30 feet.
Naturally Psionic: Maenads gain 2 bonus power points at 1st level.
Special Attacks (see above): Psi-like abilities.
Special Qualities (see above): Outburst.
Automatic Languages: Common, Maenad. Bonus Languages: Aquan, Draconic, Dwarven, Elven, Goblin.
Favored Class: Wilder.
Level Adjustment: +0.

NEOTHELID

	Gargantuan Aberration (Psionic)
Hit Dice:	25d8+200 (312 hp)
Initiative:	+2
Speed:	20 ft. (4 squares)
Armor Class:	28 (4 size, 2 Dex, +24 natural), touch 4, flatfooted 28
Base Attack/Grapple:	+18/+40
Attack:	Tentacle rake +24 melee (2d6+10/1920)
Full Attack:	4 tentacle rakes +24 melee (2d6+10/1920)
Space/Reach:	30 ft./30 ft.
Special Attacks:	Breath weapon, improved grab, psi-like abilities, swallow whole
Special Qualities:	Blindsight 100 ft., damage reduction 5/, power resistance 25
Saves:	Fort +16, Ref +6, Will +16
Abilities:	Str 30, Dex 7, Con 27, Int 16, Wis 15, Cha 20
Skills:	Climb +38, Knowledge (psionics) +31, Listen +30, Psicraft +31, Spot +30
Feats:	Cleave, Improved Critical (tentacle rake), Improved Initiative, Power Attack, Psionic Endowment, Psionic Fist, Psionic Meditation, Speed of Thought, Wild Talent
Environment:	Underground
Organization:	Solitary
Challenge Rating:	15
Treasure:	Standard
Alignment:	Always lawful evil
Advancement:	2645 HD (Colossal)
Level Adjustment:

A mature neothelid is a gigantic worm scores of feet long and weighing tens of thousands of pounds. Although they understand Undercommon, they rarely communicate in a meaningful way.
COMBAT
Breath Weapon (Su): Cone of acid 50 feet long, once every 1d4 rounds; damage 14d10 acid, Reflex half DC 30.
Improved Grab (Ex): To use this ability, a neothelid must hit a creature with two tentacles during the same attack. If it gets a hold, it automatically deals tentacle damage and can attempt to swallow the foe.
Psi-Like Abilities: At willbody equilibrium, psionic charm (all targets, duration 15 days, DC 21*), clairvoyant sense, psionic levitate, read thoughts (DC 17*), psionic suggestion (seven targets, DC 17*), telekinetic force (500 lb., DC 18*), telekinetic maneuver (+4 bonus, DC 19*), telekinetic thrust (500 lb., DC 18*), psionic teleport, trace teleport, truevenom (DC 19); 3/daymind thrust (15d10, DC 23*), psychic thrust (6d6, DC 16**). Manifester level 15th. The save DCs are Charisma-based.
*Includes augmentation for the neothelid's manifester level.
**Includes the inherent +4 save adjustment described in the power.
Swallow Whole (Ex): A neothelid can try to swallow a grabbed opponent of a smaller size than itself by making a successful grapple check. Once inside, the opponent takes 2d8+15 points of crushing damage plus 2d6 points of acid damage per round from stomach secretions. A swallowed creature can cut its way out by using a light slashing or piercing weapon to deal 25 points of damage to the stomach (AC 22). Once the creature exits, muscular action closes the hole; another swallowed opponent must cut its own way out. A neothelid's interior can hold 1 Huge, 2 Large, 8 Medium, 32 Small, 128 Tiny, or 512 Diminutive or smaller opponents.
Blindsight (Ex): A neothelid can use nonvisual means to ascertain all foes within 100 feet as a sighted creature would.

PHRENIC CREATURE
Seemingly no different from standard examples of their kind, phrenic creatures harbor mental might.
Monsters who naturally possess psionic ability are not found as phrenic creatures. Phrenic creatures are freaks among their kind, otherwise normal creatures whose minds are more powerful than those of their fellows. Similarly, creatures who advance by character class are usually not phrenic creaturesthey simply take levels in a psionic class to hone their mental powers.
CREATING A PHRENIC CREATURE
``Phrenic'' is an inherited template that can be added to any nonmindless creature that does not already have the psionic subtype (referred to hereafter as the ``base creature''). A phrenic creature uses all the base creature's statistics and special abilities except as noted here.
Size and Type: The creature's type does not change, unless it is an animal (in which case it becomes a magical beast [augmented animal]). It gains the psionic subtype.
Psi-Like Abilities (Sp): A phrenic creature possesses the psi-like abilities indicated below, depending on its Hit Dice. The abilities are cumulative. Unless otherwise noted, an ability is usable once per day. Manifester level is equal to the creature's HD. The save DCs for a phrenic creature's psi-like abilities are Charisma-based.

HD	Abilities
12	3/daydefensive precognition; 1/dayforce screen
34	3/dayempty mind, mind thrust
56	1/daybody adjustment, brain lock
78	1/dayaversion, blast
910	3/dayintellect fortress; 1/daypsychic crush
1112	1/daypsionic dominate
1314	1/dayenergy current, tower of iron will
1516	3/daypsionic teleport
1718	1/dayfission
1920	1/dayultrablast

Special Qualities: A phrenic creature has all the special qualities of the base creature, plus the following special qualities.
Naturally Psionic: A phrenic creature gains 1 bonus power point.
Power Resistance (Ex): A phrenic creature has power resistance equal to its Hit Dice +10.
Abilities: Increase from the base creature as follows: Int +2 (if Int is 3 or greater), Wis +2, Cha +4.
Feats: A phrenic creature can take psionic feats, if it meets the prerequisites for such feats.
Challenge Rating: Up to 5 HD, same as base creature +1; 610 HD, same as base creature +2; 11+ HD, same as base creature +3.
Level Adjustment: Same as base creature +2.

PHTHISIC

	Large Monstrous Humanoid (Psionic)
Hit Dice:	6d8+30 (57 hp)
Initiative:	+5
Speed:	30 ft. (6 squares)
Armor Class:	18 (1 size, +1 Dex, +8 natural), touch 10, flat-footed 17
Base Attack/Grapple:	+6/+16
Attack:	Claw +11 melee (1d6+6)
Full Attack:	2 claws +11 melee (1d6+6) and bite +6 melee (1d6+3 plus mind feed)
Space/Reach:	10 ft./10 ft.
Special Attacks:	Mind feed, psi-like abilities
Special Qualities:	Damage reduction 10/magic, darkvision 60 ft., regeneration 5, resistance to cold 10, scent
Saves:	Fort +9, Ref +6, Will +8
Abilities:	Str 23, Dex 12, Con 21, Int 10, Wis 16, Cha 16
Skills:	Listen +11, Move Silently +7, Spot +11
Feats:	Alertness, Great Fortitude, Improved Initiative
Environment:	Any
Organization:	Solitary or gang (24)
Challenge Rating:	6
Treasure:	Standard
Alignment:	Always chaotic evil
Advancement:	712 HD (Large); 1318 HD (Huge)
Level Adjustment:

A phthisic stands 10 feet tall and weighs 600 pounds. It vaguely resembles the person whose mind the phthisic escaped from, but is severely distorted (someone who knows the individual from whom the phthisic sprung can make a DC 25 Spot check to note the resemblance).
A phthisic speaks the primary language of the mind that birthed it, usually Common.
COMBAT
Mind Feed (Ex): A phthisic that hits with its bite attack deals 1d4 points of Intelligence damage. If this effect reduces the opponent's Intelligence score to 0, the ability damage becomes ability drain.
Psi-Like Abilities: 3/daybrain lock (affects animals, fey, giants, humanoids, magical beasts, and monstrous humanoids, DC 15*), dimension slide, ego whip (1d4, DC 15*), mental barrier, mind thrust (ML 4th, 4d10, DC 15*), skate; 1/daybody adjustment (heal 1d12*), catapsi (DC 18). Manifester level 6th. The save DCs are Charisma-based.
*Includes augmentation for the phthisic's manifester level.
Regeneration (Ex): Fire and acid deal normal damage to a phthisic.

PSICRYSTAL

	Diminutive Construct
Hit Dice:	As master's HD (hp 1/2 master's)
Initiative:	+2
Speed:	30 ft. (6 squares), climb 20 ft.*
Armor Class:	16 (+4 size, +2 Dex*), touch 16, flatfooted 14
Base Attack/Grapple:	+0/17
Attack:
Full Attack:
Space/Reach:	1 ft./0 ft.
Special Attacks:
Special Qualities:	Construct traits, hardness 8, psicrystal granted abilities (improved evasion, personality, self-propulsion, share powers, sighted, telepathic link)
Saves:	As master's saves
Abilities:	Str 1*, Dex 15*, Con , Int 6, Wis 10, Cha 10
Skills:	Climb +14*, Listen +6, Move Silently +6, Search +2, Spot +6
Feats:	Alertness
Environment:	Any
Organization:	Solitary
Challenge Rating:	Included with master
Treasure:	None
Alignment:	As master
Advancement:
Level Adjustment:
*With self-propulsion ability activated.

The psicrystal described here is that of a 1st-level manifester.
COMBAT
A psicrystal's characteristics depend on its master. Its Hit Dice are equal to its master's Hit Dice (counting only levels in psion or wilder), its hit points are equal to half its master's, and its saving throw bonuses are the same as its master's.
Construct Traits: A psicrystal has immunity to poison, sleep, paralysis, stunning, disease, death effects, necromancy effects, mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects), and any effect that requires a Fortitude save unless it also works on objects or is harmless. It is not subject to critical hits, nonlethal damage, ability damage, ability drain, fatigue, exhaustion, or energy drain. It cannot heal damage, but it can be repaired. Psicrystals do not have the usual construct traits of darkvision and low-light vision.
Psicrystal Granted Abilities: The psicrystal described here has the special abilities of self-propulsion, alertness, improved evasion, share powers, telepathic link, sighted, and personality (If its master chooses not to activate the self-propulsion ability, the psicrystal reverts to a speed of 0 feet and has no Strength score and no Dexterity score.)
Skills: A psicrystal (with its self-propulsion ability activated) uses its Dexterity modifier instead of its Strength modifier on Climb checks. It has a +8 racial bonus on Climb checks and can always choose to take 10, even if rushed or threatened.

PSION-KILLER

	Large Construct
Hit Dice:	15d10+30 (112 hp)
Initiative:	+0
Speed:	20 ft. (4 squares)
Armor Class:	28 (1 size, +19 natural), touch 9, flat-footed 28
Base Attack/Grapple:	+11/+25
Attack:	Slam +20 melee (2d10+10)
Full Attack:	2 slams +20 melee (2d10+10)
Space/Reach:	10 ft./10 ft.
Special Attacks:	Dispel psionics
Special Qualities:	Construct traits, damage reduction 10/adamantine, darkvision 60 ft., immunity to psionics, lowlight vision
Saves:	Fort +5, Ref +5, Will +5
Abilities:	Str 31, Dex 10, Con , Int , Wis 11, Cha 1
Skills:
Feats:
Environment:	Any
Organization:	Solitary or gang (24)
Challenge Rating:	12
Treasure:	None
Alignment:	Always neutral
Advancement:	1621 HD (Large); 2245 (Huge)
Level Adjustment:

A psion-killer (also called a crystal golem) is 9-1/2 feet tall and weighs around 2,500 pounds. Its body is composed of sharply faceted crystal.
COMBAT
A psion-killer does nothing without explicit orders from its creator. It follows instructions literally and is incapable of any strategy or tactics. Psion-killers don't use weapons, even if ordered to, but always strike with their fists.
A psion-killer's creator can command it if the psion-killer is within 60 feet and can see and hear its creator. If uncommanded, a psion-killer usually follows its last instruction to the best of its ability, though if attacked it returns the attack. Its creator can give a psion-killer a simple command to govern its actions in his or her absence.
Dispel Psionics (Su): A psion-killer can use dispel psionics as a free action once per round. The effect is as an area dispel in a 30-foot-radius burst. The dispel check is 1d20+10.
Construct Traits: A psion-killer has immunity to poison, sleep effects, paralysis, stunning, disease, death effects, necromancy effects, mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects), and any effect that requires a Fortitude save unless it also works on objects or is harmless. It is not subject to critical hits, nonlethal damage, ability damage, ability drain, fatigue, exhaustion, or energy drain. It cannot heal damage, but it can be repaired.
Immunity to Psionics (Ex): Psion-killers completely resist psionic effects that are subject to power resistance.
CONSTRUCTION
A psion-killer's body is constructed from massive blocks of quartz crystal with a total weight of at least 5,000 pounds and costing at least 8,000 gp. Assembling the body requires a DC 20 Craft (sculpting) check or a DC 20 Craft (stonemasonry) check.
ML 16th; Craft Construct, bend reality, dispel psionics, fabricate, mind seed, manifester must be at least 16th level; Price 150,000 gp; Cost 79,000 gp + 5,680 XP.

PUPPETEER

	Fine Magical Beast (Psionic)
Hit Dice:	1/4 d10 (1 hp)
Initiative:	+2
Speed:	5 ft. (1 square)
Armor Class:	20 (+8 size, +2 Dex), touch 20, flat-footed 18
Base Attack/Grapple:	+1/20
Attack:	Bite +4 melee (1d25)
Full Attack:	Bite +4 melee (1d25)
Space/Reach:	1/2 ft./0 ft.
Special Attacks:	Enthrall, psi-like abilities
Special Qualities:	Blindsight 60 ft., host protection, telepathy 20 ft.
Saves:	Fort +2, Ref +4, Will +5
Abilities:	Str 1, Dex 15, Con 11, Int 14, Wis 16, Cha 14
Skills:	Hide +22, Listen +7, Sense Motive +7, Spot +7
Feats:	Iron Will
Environment:	Underground
Organization:	Solitary or pack (28)
Challenge Rating:	1
Treasure:	None
Alignment:	Usually lawful evil
Advancement:
Level Adjustment:

Puppeteers do not speak, though they can speak indirectly using a host body's vocal cords, in whatever language the host knows (usually Common).
COMBAT
Puppeteers use their psionic powers in conjunction with their enthrall ability to gain control over potential hosts. Once it is in control, a puppeteer almost exclusively relies on the host's mental and physical abilities, although it can use its own powers to enhance their effectiveness in a particularly dangerous situation.
Enthrall (Ex): If a puppeteer is in physical contact with a person it has charmed (the puppeteer establishes a physical hold by means of slender infiltrating tendrils), the subject acts as if dominated. (Puppeteers often seek to charm victims first and then ``ask'' to be picked up.) So long as the puppeteer remains in contact with the victim, the domination remains in effect, even if a check would normally indicate that the effect is broken.
Psi-Like Abilities: 3/day detect psionics, mental barrier, psionic charm (DC 13). Manifester level 1st. The save DCs are Charisma-based.
Blindsight (Ex): A puppeteer can ascertain creatures by nonvisual means within 60 feet.
Hide Mind (Su): A puppeteer cannot be identified as psionic by divination spells or clairsentience powers.
Host Protection (Ex): A puppeteer in control of a host is treated as an attended magic item for the purpose of making saving throws, even if the puppeteer is specifically targeted. A puppeteer that is attached to its host is treated as a creature in a grapple for the purpose of striking at the puppeteer instead of the host (but the host is not considered grappled in turn).
Telepathy (Su): A puppeteer can communicate telepathically with any creature within 20 feet that has a language.

PUPPETEER, FLESH HARROWER

	Small Magical Beast (Psionic)
Hit Dice:	3d10+15 (31 hp)
Initiative:	+3
Speed:	20 ft. (4 squares)
Armor Class:	16 (+3 Dex, +3 natural), touch 13, flat-footed 13
Base Attack/Grapple:	+3/+1
Attack:	Bite +6 melee (1d6+2)
Full Attack:	Bite +6 melee (1d6+2) and 2 tail blades +1 melee (1d4+1)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Psi-like abilities
Special Qualities:	Blindsight 60 ft., telepathy 20 ft.
Saves:	Fort +8, Ref +6, Will +4
Abilities:	Str 14, Dex 17, Con 21, Int 11, Wis 12, Cha 12
Skills:	Hide +10, Move Silently +6, Listen +6, Spot +6
Feats:	Alertness, Iron Will
Environment:	Underground
Organization:	Solitary or cluster (25)
Challenge Rating:	2
Treasure:	None
Alignment:	Always neutral
Advancement:	46 HD (Small); 79 HD (Medium)
Level Adjustment:

COMBAT
Psi-Like Abilities: 3/dayconcealing amorpha, hustle, mental barrier; 1/dayvigor (+15 hp*). Manifester level 3rd.
*Includes augmentation for the flesh harrower's manifester level.

TEMPORAL FILCHER

	Large Aberration (Psionic)
Hit Dice:	8d8+16 (52 hp)
Initiative:	+7
Speed:	40 ft. (8 squares)
Armor Class:	15 (1 size, +3 Dex, +3 natural), touch 12, flat-footed 12
Base Attack/Grapple:	+6/+11
Attack:	Claw +6 melee (1d6+1)
Full Attack:	4 claws +6 melee (1d6+1) and bite +1 melee (1d8) and horn +1 melee (1d4)
Space/Reach:	10 ft./10 ft.
Special Attacks:	Improved grab, psi-like abilities, time filch
Special Qualities:	Darkvision 60 ft.
Saves:	Fort +4, Ref +5, Will +7
Abilities:	Str 13, Dex 17, Con 14, Int 7, Wis 12, Cha 14
Skills:	Listen +7, Spot +7, Tumble +6
Feats:	Alertness, Dodge, Improved Initiative
Environment:	Any
Organization:	Solitary
Challenge Rating:	3
Treasure:	Standard
Alignment:	Usually evil (any)
Advancement:	915 HD (Large)
Level Adjustment:

Temporal filchers do not speak.
COMBAT
Improved Grab (Ex): To use this ability, a temporal filcher must hit a creature of Large size or smaller with two claw attacks. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and uses its time filch ability.
Psi-Like Abilities: At willchameleon, distract (DC 13), psionic dimension door, psionic levitate, wall walker; 3/ daymental barrier. Manifester level 8th. The save DC is Charisma-based.
Time Filch (Su): If a temporal filcher successfully grapples a Large or smaller creature, it latches onto the opponent's body and shifts 7 minutes forward in time as a free action. Observers (if any) see the temporal filcher and its prey disappear in a shimmer, then reappear 7 minutes later in exactly the orientation and condition they left. For the filcher and its prey, no time passes at all. The victim must succeed on a Will save (DC 16) or be dazed for 1 round from temporal disorientation. The ability is otherwise identical to time hop manifested by an 8th-level manifester.

THOUGHT EATER

	Small Aberration (Psionic)
Hit Dice:	3d8 (13 hp)
Initiative:	+8
Speed:	40 ft. (8 squares)
Armor Class:	17 (+1 size, +4 Dex, +2 natural), touch 15, flatfooted 13
Base Attack/Grapple:	+2/1
Attack:	+4 melee touch (eat thoughts)
Full Attack:	+4 melee touch (eat thoughts)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Eat thoughts, psi-like abilities
Special Qualities:	Darkvision 60 ft., ethereal jaunt
Saves:	Fort +1, Ref +5, Will +4
Abilities:	Str 12, Dex 18, Con 11, Int 7, Wis 12, Cha 14
Skills:	Hide +10, Listen +5, Spot +5
Feats:	Alertness, Improved Initiative
Environment:	Ethereal Plane
Organization:	Solitary or group (13)
Challenge Rating:	2
Treasure:	None
Alignment:	Usually neutral
Advancement:	46 HD (Small)
Level Adjustment:

Thought eaters do not speak.
COMBAT
A thought eater can spend a maximum of 10 continuous rounds on the Material Plane before its wispy flesh finally dissipates and it falls dead. If badly wounded, it escapes to the Ethereal Plane rather than continuing the fight.
Eat Thoughts (Su): A thought eater can drain psionic power points with a successful melee touch attack. Each touch drains 6 power points from the opponent (or fewer, if the opponent has fewer than 6 points remaining). Against a nonpsionic creature or a psionic creature that currently has no power points, this touch attack instead deals 1 point of Intelligence damage, which provides nourishment equivalent to 6 power points.
A thought eater requires 12 power points per day to survive but will gorge itself on weak prey.
Psi-Like Abilities: At willdetect psionics, distract (DC 13), precognition, psionic daze (DC 13*); 3/daythought shield.
Manifester level 3rd. The save DCs are Charisma-based.
*Includes augmentation for the thought eater's manifester level.
Ethereal Jaunt (Su): A thought eater can shift from the Ethereal Plane to the Material Plane as part of any move action, and then shift back again as a free action. The ability is otherwise identical to the psionic ethereal jaunt power.

THOUGHT SLAYER

	Huge Aberration (Psionic)
Hit Dice:	14d8+70 (133 hp)
Initiative:	+1
Speed:	50 ft. (10 squares)
Armor Class:	23 (2 size, +1 Dex, +14 natural), touch 9, flatfooted 22
Base Attack/Grapple:	+10/+26
Attack:	Bite +17 melee (3d6+12)
Full Attack:	Bite +17 melee (3d6+12)
Space/Reach:	15 ft./15 ft.
Special Attacks:	Mind-consuming gaze, psi-like abilities
Special Qualities:	Darkvision 60 ft., ethereal jaunt, power resistance 21
Saves:	Fort +11, Ref +5, Will +10
Abilities:	Str 26, Dex 13, Con 21, Int 7, Wis 12, Cha 15
Skills:	Climb +12, Jump +20, Listen +7, Spot +8
Feats:	Alertness, Cleave, Great Fortitude, Power Attack,
Weapon Focus (bite)
Environment:	Ethereal Plane
Organization:	Solitary or pack (24)
Challenge Rating:	13
Treasure:	Standard
Alignment:	Often chaotic neutral
Advancement:	1528 HD (Huge)
Level Adjustment:

Thought slayers do not speak.
COMBAT
A thought slayer can spend a maximum of 10 continuous minutes on the Material Plane before its wispy flesh finally dissipates and it falls dead. If badly wounded, it escapes to the Ethereal Plane rather than continuing the fight.
Mind-Consuming Gaze (Su): Instantly kill (by draining the mind away), range 30 feet, Fortitude DC 19 negates. The save DC is Charisma-based. This is considered a mind-affecting death effect. If a thought slayer's gaze is met indirectly (such as through a mirror or a reflection in water), the opponent does not die on a failed save but instead is dazed for 14 rounds. This otherwise is a gaze effect.
The gaze cannot affect creatures on the Material Plane while the thought slayer remains ethereal, but it can affect ethereal creatures while the thought slayer is on the Material Plane.
Psi-Like Abilities: At willbrain lock (any nonmindless, DC 14*), chameleon, detect psionics, distract (DC 13); 3/daybody adjustment (5d12*), mental barrier (+6 AC, 2 rounds*), mind trap (10 rounds*), precognition, wall walker; 1/dayescape detection. Manifester level 14th. The save DCs are Charisma-based.
*Includes augmentation for the thought slayer's manifester level.
Ethereal Jaunt (Su): A thought slayer can shift from the Ethereal Plane to the Material Plane as part of any move action, and then shift back again as a free action. The ability is otherwise identical to the psionic ethereal jaunt power.

UDOROOT

	Huge Plant (Psionic)
Hit Dice:	6d8+18 (45 hp)
Initiative:	+0
Speed:	0 ft.
Armor Class:	11 (2 size, 5 Dex, +8 natural), touch 3, flatfooted 11
Base Attack/Grapple:	+4/
Attack:
Full Attack:
Space/Reach:	15 ft./0 ft.
Special Attacks:	Double manifest, psi-like abilities
Special Qualities:	Blindsight 60 ft., immunity to electricity, plant traits, resistance to cold 10 and fire 10
Saves:	Fort +8, Ref +4, Will +5
Abilities:	Str , Dex , Con 16, Int 4, Wis 13, Cha 14
Skills:	Listen +10
Feats:	Iron Will, Lightning Reflexes
Environment:	Temperate forest
Organization:	Solitary or patch (24)
Challenge Rating:	5
Treasure:	1/5 coins; 50% goods; 50% items
Alignment:	Always neutral
Advancement:	716 HD (Huge); 1718 HD (Gargantuan)
Level Adjustment:

COMBAT
An udoroot can be killed only if its root is dug up or exposed, then burned, hacked apart, or otherwise destroyed. Severing or destroying all six crowns puts the plant out of commission, allowing excavation of the helpless root. The crowns are Medium objects with a hardness of 5 and 7 hit points. To sever a crown, an opponent must use the sunder action. The crowns can also be affected by spells or effects that affect an area or targeted by spells that affect an individual target.
An udoroot takes no damage from having a crown severed or destroyed. A severed crown dies and can no longer be used to attack, but the udoroot takes no other penalties. As long as the root system remains intact, the crown regrows in about a month.
Double Manifest (Ex): An udoroot senses its surroundings and manifests its psi-like abilities through its crowns. It can manifest two psi-like abilities per round, as long as it has at least two crowns remaining.
Psi-Like Abilities: At willenergy stun (electricity, 2d6, DC 15*), false sensory input (DC 15), id insinuation (two targets, DC 15*), mind thrust (ML 4th, 4d10, DC 14*), telekinetic force (275 lb., DC 15*), thought shield (power resistance 16*); 3/dayastral construct (3rd level*), body adjustment, mental barrier.
Manifester level 6th. The save DCs are Charisma-based.
An udoroot can use its body adjustment power to repair damage to one of its crowns, as long as the crown has not been severed or destroyed.
*Includes augmentation for the udoroot's manifester level.
Blindsight (Ex): An udoroot can ascertain all foes by nonvisual means within 60 feet. If its crowns are destroyed, it can no longer perceive its surroundings.
Plant Traits: An udoroot is immune to poison, sleep, paralysis, stunning, polymorphing, and mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects). It is not subject to critical hits.

UNBODIED

	Medium Monstrous Humanoid (Incorporeal, Psionic)
Hit Dice:	4d8+4 (22 hp)
Initiative:	+1
Speed:	Fly 30 ft. (good) (6 squares)
Armor Class:	13 (+1 Dex, +2 deflection), touch 13, flatfooted 12
Base Attack/Grapple:	+4/
Attack:	Incorporeal touch +5 melee (1d6)
Full Attack:	Incorporeal touch +5 melee (1d6)
Space/Reach:	5 ft./5 ft.
Special Attacks:	Psionic powers, telekinetic force
Special Qualities:	Assume likeness, incorporeal traits, telepathy 100 ft.
Saves:	Fort +2, Ref +5, Will +6
Abilities:	Str , Dex 13, Con 12, Int 15, Wis 14, Cha 15
Skills:	Bluff +10*, Diplomacy +6, Disguise +10*, Intimidate +6, Listen +6, Sense Motive +6, Spot +6
Feats:	Overchannel, Wild Talent
Environment:	Any
Organization:	Solitary or illumination (36)
Challenge Rating:	5
Treasure:	Half standard
Alignment:	Any
Advancement:	By character class
Level Adjustment:	+4

An unbodied uses telepathy to communicate with others.
COMBAT
Psionic Powers: An unbodied manifests powers as a 4th-level psion (telepath). The save DCs are Intelligence-based.
Typical Psion Powers Known (power points 21, base save DC 12 + power level): 1st detect psionics, empty mind, mind thrust (DC 13*), psionic charm (DC 13*); 2ndbrain lock (DC 14), cloud mind (DC 14), energy push (DC 14), read thoughts (DC 14).
*Power can be augmented.
Telekinetic Force (Su): An unbodied can use telekinetic force (DC 15) as a standard action that does not provoke attacks of opportunity. Manifester level 4th. The save DC is Charisma-based.
Assume Likeness (Su): An unbodied can assume the likeness of any Small, Medium, or Large creature as a standard action that does not provoke attacks of opportunity. Its abilities do not change, but it appears to be that creature, relying on its Bluff and Disguise skills to deflect suspicion.
Hide Mind (Su): An unbodied cannot be identified as psionic by divination spells or clairsentience powers.
Incorporeal Traits: An unbodied is harmed only by other incorporeal creatures, magic weapons, powers, spells, spell-like abilities, and supernatural abilities. It has a 50% chance to ignore any damage from a corporeal source, except for force effects or attacks made with ghost touch weapons. It can pass through solid objects, but not force effects, at will. Its attacks ignore natural armor, armor, and shields, but deflection bonuses and force effects work normally against them. An incorporeal creature always moves silently and cannot be heard with Listen checks if it doesn't wish to be.
Skills: An unbodied has a +4 racial bonus on Bluff and Disguise checks. *When using its assume likeness ability, an unbodied gets an additional +10 circumstance bonus on Disguise checks. If it can read an opponent's mind, it gets a further +4 circumstance bonus on Bluff and Disguise checks.
UNBODIED AS CHARACTERS
Unbodied characters possess the following racial traits.
+2 Dexterity, +2 Constitution, +4 Intelligence, +4 Wisdom, +4 Charisma. As an incorporeal creature, an unbodied has no Strength score.
Medium size.
An unbodied has a fly speed of 30 feet (good maneuverability).
Darkvision out to 60 feet.
Deflection bonus to Armor Class equal to character's Charisma modifier (minimum +1).
Natural Attack: An unbodied can make a melee touch attack to deal 1d6 points of damage.
Special Attacks (see above): Psionic powers, telekinetic force. An unbodied who takes levels in psion (telepath) adds its racial manifesting ability and psion levels together to determine its power point reserve, manifester level, and powers known.
Special Qualities (see above): Assume likeness, incorporeal traits.
Racial Hit Dice: An unbodied begins with four levels of monstrous humanoid, which provide 4d8 Hit Dice, a base attack bonus of +4, and base saving throw bonuses of Fort +1, Ref +4, and Will +4.
Racial Skills: An unbodied's monstrous humanoid levels give it skill points equal to 7 x (2 + Int modifier). Its class skills are Bluff, Diplomacy, Disguise, Intimidate, Listen, Sense Motive, and Spot. Unbodied have a +4 racial bonus on Bluff checks and Disguise checks. When using its assume likeness ability, an unbodied gets an additional +10 circumstance bonus on Disguise checks. If it can read an opponent's mind, it gets a further +4 circumstance bonus on Bluff and Disguise checks.
Racial Feats: An unbodied's monstrous humanoid levels give it two feats.
Favored Class: Psion (telepath).
Level Adjustment: +4.

XEPH

	Xeph, 1st-Level Warrior
Medium Humanoid (Psionic, Xeph)
Hit Dice:	1d8+1 (5 hp)
Initiative:	+1
Speed:	30 ft. (6 squares)
Armor Class:	15 (+1 Dex, +3 studded leather, +1 light shield), touch 11, flat-footed 14
Base Attack/Grapple:	+1/+1
Attack:	Rapier +2 melee (1d6/1820) or longbow +2 ranged (1d8/x3)
Full Attack:	Rapier +2 melee (1d6/1820) or longbow +2 ranged (1d8/x3)
Space/Reach:	5 ft./5 ft.
Special Attacks:
Special Qualities:	Burst, darkvision 60 ft.
Saves:	Fort +3, Ref +1, Will 1
Abilities:	Str 11, Dex 13, Con 12, Int 10, Wis 9, Cha 8
Skills:	Climb +2, Jump +2
Feats:	Weapon Finesse
Environment:	Warm forest
Organization:	Team (24), squad (1120 plus 2 3rd-level sergeants and 1 leader of 3rd6th level), or band (30100 plus 150% noncombatants plus 1 3rd-level sergeant per 10 adults, 5 5th-level lieutenants, and 3 7th-level captains)
Challenge Rating:	1/2
Treasure:	Standard
Alignment:	Usually neutral
Advancement:	By character class
Level Adjustment:	+0

Xephs speak their own language and Common.
COMBAT
Burst (Su): Three times per day, a xeph can increase his or her speed by 10 feet, plus 10 feet per four character levels beyond 1st, to a maximum increase of 30 feet at 9th character level and higher. These bursts of speed are considered a competence bonus to the xeph's base speed. A burst of speed lasts 3 rounds.
The xeph warrior presented here had the following ability scores before racial adjustments: Str 13, Dex 11, Con 12, Int
10, Wis 9, Cha 8.
XEPHS AS CHARACTERS
Xeph characters possess the following racial traits.
2 Strength, +2 Dexterity.
Medium size.
Xeph base land speed is 30 feet.
Darkvision out to 60 feet.
Naturally Psionic: Xephs gain 1 bonus power point at 1st level.
+1 racial bonus on saving throws against powers, spells, and spell-like effects.
Special Qualities (see above): Burst.
Racial Feats: A xeph character gains feats according to his or her character class.
Automatic Languages: Xeph, Common.
Favored Class: Soulknife.
Level Adjustment: +0.