Master Xallihionbossk, Axiomatic Master of Flesh, Creative Creed

Master Psion (Shaper)/Master of Flesh
Medium-Size Aberration
14^th level Psion (Shaper)/ 10^th level Master of Flesh (from Unveiled Masters: The Essential Guide to Mind Flayers) (20^th level manifester)

Hit Dice: 8d8+14d4+10d6+96 (202 Hit Points)
Initiative: +6 (+2 Dex, +4 Improved Initiative)
Speed: 30 ft
AC: 19 (+2 Dex, +3 Natural, +4 Armor)
Attacks: 4 tentacles +23 melee [Has reach!]
Damage: Tentacle 1d4+4
Face/Reach: 5 ft by 5 ft/10 ft
Special Attacks: Mind Blast, Psionics, Improved Grab, Extract, Claws of the Bear, Smite Chaos
Special Qualities: SR 32, Telepathy, Scribe of Flesh (8^th level), Secrets of Flesh, Self-Craft (Arcane Resistance), Deep Secrets of Flesh, True Secrets of Flesh, Complete Re-Craft, Inertial Armor, Vigor, Alien Anatomy (Immune to critical hits), Overpowering Aura, Darkvision 60, Energy Resistances (fire, electricity, sonic, cold) 20
Saves: Fort +13, Ref +14, Will +23 [+4 vs. spells and spell like effects]
Abilities: Str 18, Dex 14, Con 17, Int 25, Wis 17, Cha 18
Skills: Bluff +8, Concentration +27, Craft (Alchemy)+35, Craft (Flesh) +52, Hide +12, Intimidate +19, Knowledge (Psionics) +36, Knowledge (Arcana) +36, Listen +19, Move Silently +16, Perform (Performance Eating) +17, Profession (Flesh Crafter) +26, Psicraft +34, Spot +19
Feats: Alertness, Combat Casting, Dodge, Improved Initiative, Weapon Finesse (tentacle), Craft Universal Item, Scribe Tattoo, Craft Psionic Arms and Armor, Metacreative Scribe Tattoo, Mental Adversary, Maximize Power, Encode Stone, Epic Skill Focus (Craft: Flesh), Craft Epic Universal Item, Craft Epic Psionic Arms and Armor, Mortalbane Mindblast (BoVD, page 49), Extended Reach

Climate/Terrain: Any Underground
Challenge Rating: 34
Treasure: Double Standard
Alignment: Lawful Evil
Advancement: by Character class
Possessions: Pain Extractor (BoVD 115), Psionic Tattoos of: Invisibility x3, Ectoplasmic Cocoon x2, Displacement, Time Hop, Body Adjustment x9 [heal 3d6 damage] and Brain Lock, Psionic Sinew (11 hp) (FF, 218), Chrysalis Chamber, Healing Chamber, 7 Brain Cylinders, 3 Isolation Wombs, 2 crystal capacitors (17), Third Eye: Assimilate, Torc of Free Will, Shard of Knowledge: Psionics +10, Shard of Craft (Alchemy) +8, Shard of Move Silently +7, Shard of Hide +10, Shard of Listen +5, Gloves of Object Reading, Psionatrix of Telepathy

There are two kinds of illithids.  Most are aware of the Mind Flayers, but few have heard of the other branch – the Flesh Crafters. Master Xallihionbossk is extremely intelligent and robust.  He is about 212 years old, having used mind switches and other means to continue life after his original body wore out (for nearly thirty years he lived in the body of a dragon, and for three years he lived as a centaur/illithid cross). Initially, he would look for magical components to graft onto himself in his various forms.  Later, he decided to simply try and mold himself into a new, more powerful being, one whose body would not die.  He succeeded. This new body is axiomatic (MotP, 197).  He is still looking for a more powerful body, and is currently flesh-crafting a dragon-illithid hybrid body to inhabit.

His researches have included the creation of symbionts and other fleshy weapons for the mind flayer race.  He created the Psionic Sinew symbiont, a revolting, wormlike length of muscle endowed with sentience and psionic power, that he currently has attached to himself.  He is trying to rediscover the lost secrets of flesh crafting, secrets that died when the Gith rebelled.  He longs to build a living city, a legend among the mind flayers – a city crafted of flesh and shell, and could actually think.  For many decades he was the elected Aedileator of Public Works for his community.  Seven years ago he joined the Elder Concord of that community.  He often works to uncover ancient illithid artifacts, looking for clues to the lost flesh-crafting secrets of the ancients. Lately he has dreamed of a human who is reshaping his body.  Intrigued, he wants to find this human to see if a human can learn flesh crafting skills.  He has also devised a way to cure various addictions (including addiction to Yuan- Ti resin) via his flesh crafting.

In combat, he likes to manifest the affix power (Unveiled Masters, page 79), which locks an opponent's feet to the ground.  He likes to infest random people with Mind Seed, so there are actually several mental duplicates of himself wandering the world today, seeking the lost secrets he desires.  He steals powers from other psions using his third eye, and, as soon as possible, crafts a psi-tattoo of that power (if 8^th level or below).

Mind Blast (Sp): This attack is 60 feet long.  Anyone caught in this cone must take 2d6 damage; anyone caught in the cone must also succeed at a Will save (DC 18) or be stunned for 3d4 rounds. (The mortalbane damage can only be done 5/day.)

Natural Psionics (Sp): At Will – Astral projection, charm monster, detect thoughts, levitate, plane shift, and suggestion.  These abilities are as the spells cast by an 8^th level sorcerer (Save DC 14+ spell level). 

Psionics (Sp): Xallihionbossk has 238 power points per day to use when manifesting the following discovered powers (manifested as if by a 20^th level psion).  He has access to all Psionic Combat Modes.  He often modifies his psionic combat with the mental adversary feat.
            0 level – Missive, Catfall, Burst, Bolt, Trinket, Finger of Fire, Inkling, Far Hand
            1^st level – Mass Static, Minor Creation, Hear Light, Feel Light, Spider Climb
            2^nd level – Affix, Arcane Shield, Pyroplasmic Aura, Strength Leech, Sudden Minor Creation
            3^rd level – Whitefire, Displacement, Schism, Undead Sense, Nondetection
            4^th level – Tailor Memory, Mindwipe, Fabricate, Quintessence, Divination
            5^th level – Arcane Resistance (SR 32), Graft Weapon, Incarnate, Major Creation
            6^th level – Precognition, Improved Fabricate, Flaming Shroud, Mind Switch
            7^th level – Mass Cocoon, Astral Construct VII, Mass Domination
            8^th level – Mind Store, True Creation, Mind Seed
            9^th level – Psychic Chirurgery, Astral Construct IX

Improved Grab (Ex): To use this ability, the mind flayer must hit a small to large critter with its tentacle attack.  If it gets a hold, it attaches the tentacle to the opponent's head.  After a successful grab, it can try to attach its remaining tentacles with a single grapple check .

Extract (Ex): A mind flayer that begins its turn with all four tentacles attached and successfully maintains its hold automatically extracts the opponent's brain, instantly killing the creature.

Telepathy (Su): Mind flayers can communicate telepathically with any creature within 100 feet that has a language.

Scribe of Flesh (Ex): The first skill Master Xallihionbossk learned from the Flesh Crafters was mastery over the art of psionic tattoos.  He can scribe four tattoos per day up to 8^th level in power (instead of being limited to 3^rd level powers), and if the total value of the tattoos on a given day is 1,000 gp or less.  If the tattoo is more than that, he is limited to one per day.

Secrets of Flesh (Ex): With greater understanding of the properties of flesh, and of the life forms manipulated by the masters of flesh, he gains a +4 insight bonus on all Craft (flesh) rolls.

Self-Craft (Su): Master Xallihionbossk crafted a permanent psionic seal into his flesh and etched the sigils and connections not just into the skin, but into muscle tissue and the very form of his being.  This gave him a permanent abilities of Arcane Resistance, and Arcane Shield.  He also gave himself an inherent +2 bonus to strength. It cannot be dispelled, but can be suppressed.

True Secrets of Flesh (Ex): Xallihionbossk knows secrets to link psionics to his craftwork, allowing him to pay 75% of the usual XP and gold cost for their creation.

Complete Re-Craft (Ex): Xallihionbossk has reshaped himself in form and in essence beyond the rest of the Illithids.  He has transcended, and his creature sub-type has changed from mind flayer to "Master", although he remains an aberration (however, spells and effects that specifically target aberrations can no longer target him, such as the ranger's favored enemy ability). He gains a +4 racial bonus to seven non-knowledge skills.

Claws of the Bear (Sp): At Xallihionbossk's command, his psionic sinew can use the claws of the bear psionic power on its host.  His unarmed attacks (+23/+18/+13) deal 1d12 +4 points of slashing damage.

Inertial Armor (Su): Xallihionbossk's psionic sinew is surrounded by a tangible field of psychokinetic force that grants it a +4 armor bonus to AC, and it extends around Xallihionbossk.

Vigor (Sp): Once per hour, Xallihionbossk's psionic sinew can give itself or its host 3 temporary hit points that last for 1 minute.  Each time it uses this power, it does 1 point of Dex damage to hits host.

Alien Anatomy (Ex): Xallihionbossk's recraft have given him internal organs and biological processes so radically different from a normal illithid that it is immune to critical hits.  Dissection would reveal no rhyme or reason to his internal structure, and internal injuries seemingly have little effect on him.

Overpowering Aura (Su): Xallihionbossk's innate psionic abilities emit a continuous, painful psionic buzz.  Any creature susceptible to mind-influencing effects that comes within 30' of Xallihionbossk must make a Will save DC 21 or suffer a -2 penalty to all attack rolls and skill checks.  In addition, spell casters who fail their save must make a Concentration check (DC 15) in order to focus on and cast their spells.  On a failed check, the spell is lost.  A character who successfully saves is immune to this ability for the next 24 hours.

Smite Chaos (Su): Once per day, Xallihionbossk can make a normal attack to deal additional damage of +20 against a chaotic opponent.