Starspawn

Starspawn (CR 20)

XP 307,200
CE Huge aberration
Init +5; Senses blindsight 30 ft., darkvision 60 ft.; Perception +38
Aura frightful presence (150 ft., DC 30)

Defense

AC 36, touch 9, flat-footed 35 (+1 Dex, +27 natural, –2 size)
hp 377 (26d8+260); regeneration 30 (special)
Fort +18, Ref +9, Will +24; +8 vs. divination and mind-affecting effects and effects that attempt to physically move it
Defensive Abilities amorphous, immobility, immortality, overwhelming mind; Immune cold, disease, poison; SR 31

Offense

Speed 40 ft., fly 60 ft. (average), swim 40 ft.
Melee 2 claws +34 (2d6+16/19–20), 6 tentacles +32 (1d8+8 plus grab)
Space 15 ft.; Reach 30 ft.
Special Attacks constrict (1d8+8), create spawn, overwhelming mind, prodigious reach

Spell-Like Abilities (CL 16th; concentration +23)
Constant—mind blank
At will—dream, insanity (DC 24), nightmare (DC 22), sending
3/day—demand (DC 25), wish (self only, and only to duplicate cleric or wizard spells)
1/day—gate

Statistics

Str 42, Dex 13, Con 30, Int 27, Wis 29, Cha 24
Base Atk +19; CMB +37 (+41 grapple); CMD 48 (immobile)
Feats Awesome Blow, Critical Focus, Greater Vital Strike, Improved Bull Rush, Improved Critical (claws), Improved Initiative, Improved Vital Strike, Multiattack, Power Attack, Staggering Critical, Vital Strike, Weapon Focus (claws), Weapon Focus (tentacles)
Skills Fly +26, Intimidate +36, Knowledge (arcana) +34, Knowledge (geography) +34, Knowledge (history) +34, Knowledge (nature) +34, Knowledge (religion) +34, Perception +38, Profession (Yog-Sothothery philosopher) +34, Spellcraft +37, Swim +53, Use Magic Device +33
Languages Aklo; telepathy 300 ft.
SQ compression, hibernation, limited starflight, no breath

Ecology

Environment any
Organization solitary, pair, or cult (3–6)
Treasure standard

Special Abilities

Create Spawn (Ex) Three times a year, but no more often than once every 1d4 rounds, a starspawn can shed a portion of its own mass to spawn a fully functional larval starspawn into an adjacent space. This is a full-round action but does not provoke an attack of opportunity.

Hibernation (Ex) If a starspawn remains at a negative hit point total for more than ten consecutive rounds, it enters a state of hibernation. Its regeneration continues to function, but it does not immediately wake if it regenerates enough to gain positive hit points. Instead, a hibernating starspawn remains in its comatose state for 24 hours. If it is still at a negative hit point total at that time, it remains in hibernation for another 24 hours, and so on. Unless its regeneration is suppressed, it cannot die and will, in time, outlast those who seek to force it into hibernation.

Immobility (Ex) A starspawn can reflexively adjust its mass at will, so that it is effectively impossible to move against its will. A starspawn cannot be bull rushed, knocked down, tripped, or otherwise physically moved via a combat maneuver unless it wishes to be, and gains a +8 racial saving throw against all effects that attempt to move it, including teleportation effects it wishes to resist.

Immortality (Ex) A starspawn does not age, nor does it need to eat or breathe. Only violence can bring about the death of one of these creatures.

Limited Starflight (Ex) A starspawn can survive in the void of outer space, and its wings allow it to use its fly speed in outer space despite the lack of air. Unlike full starflight, a starspawn’s ability to fly in outer space does not allow it to reach unusual speeds. When it wishes to fly to another world, the creature relies entirely on its immortality and patience to complete the journey. When speed is required, it uses its gate ability to make the journey instead.

Overwhelming Mind (Ex) A starspawn’s mind is overwhelming in its power and alien structure. The first time a creature other than an outsider (excluding native outsiders or aberrations) makes mental contact with a starspawn, it must succeed at a DC 30 Will save or be stunned for 1d4 rounds. On a successful save, the creature is merely staggered for 1 round. This effect can occur whether the starspawn initiates mental contact (such as by a spell-like ability like dream or sending or up to once per round merely by telepathic communication established with a single creature as a move action) or another creature attempts to do so (such as by detect thoughts or dominate monster). Once a creature is exposed to a specific starspawn’s overwhelming mind, it is immune to this effect from all starspawn for 24 hours. This is a mind-affecting effect. The save DC is Charisma-based.

Prodigious Reach (Ex) As a move action, a starspawn can redistribute its mass to extend the reach of a single melee attack. When it does so, its reach with that attack becomes 300 feet. This extended reach lasts to the start of its next turn.

Regeneration (Ex) A starspawn’s regeneration can be suppressed by a miracle or wish spell, or by a weapon or effect that has been infused with the magic of an Elder Sign.


Starspawn, Larval (CR 17)

XP 102,400
CE Large aberration
Init +7; Senses blindsight 30 ft., darkvision 60 ft.; Perception +30
Aura frightful presence (60 ft., DC 26)

Defense

AC 32, touch 12, flat-footed 29 (+3 Dex, +20 natural, –1 size)
hp 270 (20d8+180); regeneration 15 (fire)
Fort +15, Ref +9, Will +19; +8 vs. divination and mind-affecting effects and effects that attempt to physically move it
Defensive Abilities amorphous, immobility, immortality, overwhelming mind; Immune cold, disease, poison; SR 28

Offense

Speed 30 ft., fly 50 ft. (average), swim 30 ft.
Melee 2 claws +26 (1d10+11/19–20), 6 tentacles +24 (1d6+5 plus grab)
Space 10 ft.; Reach 20 ft.
Special Attacks constrict (1d6+5), overwhelming mind, prodigious reach

Spell-Like Abilities (CL 16th; concentration +22)
Constant—mind blank
At will—dream, sending
3/day—demand (DC 24), nightmare (DC 21)
1/day—insanity (DC 23)

Statistics

Str 32, Dex 17, Con 28, Int 23, Wis 25, Cha 22
Base Atk +15; CMB +27 (+31 grapple); CMD 40 (immobile)
Feats Critical Focus, Improved Critical (claws), Improved Initiative, Improved Vital Strike, Multiattack, Power Attack, Staggering Critical, Vital Strike, Weapon Focus (claws), Weapon Focus (tentacles)
Skills Fly +24, Intimidate +29, Knowledge (arcana) +26, Knowledge (geography) +26, Knowledge (history) +26, Knowledge (planes) +26, Perception +30, Spellcraft +29, Swim +42, Use Magic Device +26
Languages Aklo; telepathy 300 ft.
SQ compression, no breath

Ecology

Environment any
Organization solitary, pair, or cult (3–10)
Treasure standard

Special Abilities

Immobility (Ex) A larval starspawn can reflexively adjust its mass at will, so that it is effectively impossible to move against its will. A larval starspawn cannot be bull rushed, knocked down, tripped, or otherwise physically moved via a combat maneuver unless it wishes to be, and gains a +8 racial bonus to all saving throws against effects that attempt to move it, including teleportation effects it wishes to resist.

Immortality (Ex) A larval starspawn does not age, nor does it need to eat or breathe. Only violence can bring about the death of one of these creatures.

Overwhelming Mind (Ex) A larval starspawn’s mind is overwhelming in its power and alien structure. The first time a creature other than an outsider (excluding native outsiders or aberration) makes mental contact with a larval starspawn, it must succeed at a DC 26 Will save or be stunned for 1 round. On a successful save, the creature is merely staggered for 1 round. This effect can occur whether the larval starspawn initiates mental contact (such as by a spell-like ability like dream or sending or up to once per round merely by telepathic communication established with a single creature as a move action) or another creature attempts to do so (such as by detect thoughts or dominate monster). Once a creature is exposed to a specific larval starspawn’s overwhelming mind, it is immune to this effect from all larval starspawn for 24 hours. This is a mind-affecting effect. The save DC is Charisma-based.

Prodigious Reach (Ex) As a move action, a larval starspawn can redistribute its mass to extend the reach of a single melee attack. When it does so, its reach with that attack becomes 100 feet. This extended reach lasts to the start of its next turn.


Starspawn are a highly intelligent species from another part of the universe, and many of their abilities derive from the differing fundamental natural laws from whence they come. They can change their proportional size and symmetry at will. For instance, a starspawn could push most of its mass into its wings to give it the needed size to fly, or cause a single tentacle to grow to supreme length—as its body collapses in behind it—to reach a victim at a great distance. As needed, it could also sprout a sensory organ at the end of the tentacle or reach around a target to attack from more than one direction.

In their standard state, they have four limbs and two wings, as well as a face composed of a mass of feelers. They can alter the proportions of this shape as they please but always adhere to the same basic structure. Starspawn do not have brains as humans understand them—instead, every part of their body is a sort of nerve or brain cell. Thus, the larger a starspawn, the more intelligent, because its sheer volume increases its intelligence and abilities. Their minds are wholly alien but are full of psionic and magic potential. Great Cthulhu is, technically, just another starspawn, but his enormous size reflects the fact that he is also the most magical and powerful.

Ecology

Starspawn reproduce by budding or fission: a smaller starspawn simply drops off a large one. The smaller entity retains a good portion of the parent’s wisdom and knowledge, but has fewer or weaker spells and psionics available, as its lesser size means it has a more limited mental capacity.

In any case, even the smallest “larval” starspawn possess a genius-level intellect by human standards, though this is difficult to measure due to the alien nature of their minds. They typically exist on different planes of existence simultaneously and obey different natural laws than those common to humanity.

Starspawn are immortal and almost impossible to kill. When sealed away by magic or physical effects, they can sleep for centuries without difficulty.


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