Cleon Specials – SRD Redux Monsters and Related Creatures

Cleon

Hero
Back in 2009 I started a thread with alternative versions of monsters in the SRD whose stats I found unsatisfactory for various reasons (see Modifying Under Performing SRD Monsters, or "Building A Better Otyugh").

That thread got misplaced to General Roleplaying Discussions during the last great server problem, and the most recent major board update also pretty thoroughly buggered up the text formatting of the entries on it.

So I've decided to repost those monsters in this new thread and may, as time and whim allows, add some more Redux SRD Monsters to the list.

I'll put an Index of the Redux SRD Monsters in the next post. For a Master Index of my Cleon Special homebrews, see Cleon Specials Monster Index.
 
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Cleon

Hero
Cleon Specials Monster Index

SRD REDUX MONSTERS
See Modifying Under Performing SRD Monsters, or "Building A Better Otyugh" for the thread that started this madness. The Dinosaurs are also in the PREHISTORIC BEASTS! sub-index.
MONSTERS
Dinosaur
[stats in Prehistoric Beasts! thread].
DinosaurDeinonychus Redux.
DinosaurElasmosaurus Redux.
DinosaurMegaraptor Reduxsee Utahraptor.
DinosaurTriceratops Redux.
DinosaurTyrannosaurus Redux.
Dinosaur—Tyrannosaurus ReduxPrimal Tyrannosaurus.
Dire AnimalDire Crocodileincludes Dire Huge Crocodile.
Dire AnimalDire Giant Crocodileincludes Dire Gargantuan Crocodile.
Dire AnimalDire Wombat.
Dragonnewith Immature & Advanced stages plus Great Dragonne and Gregarious Dragonne.
DragonneMystaran Dragonne.
Octopus, Deep-Dwellingincludes Big Deep-Dwelling Octopus and Giant Deep-Dwelling Octopus.
OtyughOtyugh Reduxwith Immature Otyugh stages [also see Muto-Otyugh with Cloacilli the Muto-Otyugh NPC].
OtyughNeo-Otyughwith Immature Neo-Otyugh stages.
ANIMALS
CrocodileCrocodile Reduxincludes Large Crocodile.
Crocodile—Crocodile ReduxGiant Crocodile.
OctopusOctopus Reduxincludes Small Octopus & Medium Octopus plus Common Octopus with Tiny Octopus & Diminutive Octopus; Octopus Variants with Arm-Shedding Octopus, Elongated Octopus and Glass Octopus plus Octopus Curiosities with Coconut Octopus (Veined Octopus), Imitating Octopus (Mimic Octopus & Wunderpus) and Social Octopus (LPSO).
Octopus—Octopus ReduxGiant Octopus.
OctopusBlue-Ringed Octopusincludes Giant Blue-Ringed Octopus and Poison-Ink Blue-Ringed Octopus.
SquidSquid Reduxincludes Medium Squid & Large Squid plus Small Squid, Tiny Squid & Diminutive Squid plus Squid Variants with Elongated Squid (Whiplash Squid) [Love-Heart Squid], Longline Squid [Asperoteuthis acanthoderma], Flying Squid, Slow Squid and Smart Squid; Cephalopod Variants with Cephalopod Taxonomy, Dazzling Cephalopod, Elongated Cephalopod, Gelatinous Cephalopod (Gelatinous Squid & Gelatinous Octopus)[Vampyroteuthis], Glass Cephalopod (Glass Squid & Glass Octopus)[Cockatoo Squid & Giant Cockatoo Squid] and Invisible Cephalopod [Invisible Squid]; plus Ink Variants with Inkless Cephalopod, Decoy-Deploying Cephalopod, Glow-Ink Cephalopod, Stink-Ink Cephalopod and Poison-Ink Cephalopod.
Squid—Squid ReduxGiant Squid Redux.
SquidArchiteuthis (Giant Squid).
SquidLong-Armed Squid (Magnapinna)includes Long-Armed Cephalopod and Giant Magnapinna.
SquidMesonychoteuthis ("The Colossal Squid").
SquidTusoteuthis (Prehistoric Giant Squid).
Wombat.

MISCELLANEOUS MONSTERS
Awakened Killer Whaleincludes Karate Killer Whale (Awakened Orca 2nd level Monk), Karate Orca Abbot (Awakened Elite Orca 10th level Druid, 4th level Monk) and Black Belt Orca (Awakened Elite Advanced Orca 8th level Monk).
Pangolin, Kaiju (The Castle-Eater).
OtyughMuto-Otyugh.
 
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Cleon

Hero
Otyugh Redux [Homebrew]
Large Aberration
Hit Dice: 6d8+18 (45 hp)
Initiative: +0
Speed: 20 ft. (4 squares)
Armor Class: 17 (–1 size, +8 natural), touch 9, flat-footed 17
Base Attack/Grapple: +4/+12
Attack: Tentacle +8 melee (1d8+4)
Full Attack: 2 tentacles +8 melee (1d8+4) and bite +2 melee (1d4+2)
Space/Reach: 10 ft./5 ft. (15 ft. with tentacle)
Special Attacks: Constrict 1d8+4, disease, gnaw 1d4+2, improved grab
Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 40 ft.
Saves: Fort +5, Ref +4, Will +6
Abilities: Str 19, Dex 10, Con 17, Int 7, Wis 12, Cha 6
Skills: Hide –1* [+11 in lair], Listen +6, Spot +10
Feats: Alertness, Lightning Reflexes, Weapon Focus (tentacle)
Environment: Underground
Organization: Solitary, pair, or cluster (3–4)
Challenge Rating: 4
Treasure: Standard
Alignment: Usually neutral
Advancement: 7–8 HD (Large); 9–18 HD (Huge)
Level Adjustment:

Swaggering around on three squat legs is a monstrosity that looks, and reeks, like an ambulatory dungheap. Its conical body has two long tentacles protruding from opposite sides, and a wormlike stalk emerging from the top that ends in a string of three eyes. Both tentacles end in heart-shaped claspers lined with spikes and suckers. The creature's only other obvious feature is a fanged maw set in the front of its body, between the tentacles.

A typical otyugh has a body 6 feet in diameter and stands 6 feet tall, not including its 6 foot long eyestalk or 15 foot long tentacles. It weighs about 2,000 pounds.

Otyughs can communicate telepathically with any sapient creature but are also capable of speech. Most learn the major language of whatever waste-producing race lives near them, generally Common, Orc, Goblin or Giant.

An otyugh can eat almost anything organic and thrives on a diet of filth. They often form symbiotic relationships with other creatures, often tribes of humanoids or dangerous monsters. In return for their allies’ dung and refuse they serve as living waste disposals, and may provide addition services such as a sentry or treasure guardian.

Otyughs, and their larger offshoots the neo-otyughs, share a language of their own, much of which is non-verbal (tentacle and eye stalk gestures, body posture and movement and discharging meaningful smells, plus telepathic projection and reception).

Combat
An otyugh attacks living creatures if it feels threatened or if it is hungry; otherwise it is content to remain hidden. They are constantly alert for intruders and extraordinarily difficult to surprise, due to their telepathy and superb panoramic eyesight. Otyughs slash and squeeze opponents with their tentacles, which they also use to drag prey into their mouths.

An otyugh only uses its gnaw attack against grappled opponents when it senses they are helpless or too puny to pose a threat, constricting foes that continue to put up a serious fight.

Otyughs know they are too slow to flee a fight, although they may retreat to a secure bolt-hole, such as a hollow under a mound of garbage or a cistern that can only be reached by swimming down a pipe filled with sewage. If faced with death, an otyugh may try to trade its treasure for its life, grimly fighting to the death if this offer fails.

All-Around Facing (Ex): Otyughs can not be flanked. An otyugh’s tripodal gait allows it to turn around with startling speed, when combined with their flexible eyestalk and tentacles they can look, move and fight in any direction with equal faculty.

Constrict (Ex): An otyugh deals automatic tentacle damage with a successful grapple check.

Disease (Ex): Filth fever—bite, Fortitude DC 16, incubation period 1d3 days; damage 1d3 Dex and 1d3 Con. The save DC is Constitution-based.

Improved Grab (Ex): To use this ability, an otyugh must hit with a tentacle attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can Constrict or Gnaw.

Gnaw (Ex): An otyugh can deal automatic bite damage with a successful grapple check.

Telepathy (Su): An otyugh can automatically detect the presence of any conscious being with an Intelligence score within a 40 foot radius of its position. It can sense the direction of the mind, but not their intelligence or precise location. The otyugh can not delve into the thoughts of the minds it detects, but can sense their general emotional state.

An otyugh's telepathy allows it to comprehend the basic meaning of any communications the minds it detects attempt to make, although only as crude one to four word concepts. For example, if a person offers a complicated peace treaty to an otyugh it would only understand "Me make friends".

As well as receiving thoughts, an otyugh can project its own thoughts to be "heard" by any unshielded mind within range of its telepathy. Its ability to project thoughts is limited to the same crude concepts as its ability to receive thoughts.

Otyugh telepathy can penetrate barriers, but 1 foot of stone, 1 inch of common metal, a thin sheet of lead, or 3 feet of wood or dirt blocks it. It is useless against any effect that blocks mind-affecting powers, such as thought shield or mind blank.

An otyugh gains a +2 circumstance bonus to Bluff, Diplomacy and Sense Motive checks against creatures it can "read" with its telepathy.

Skills: Otyughs have a +4 racial bonus on Spot checks from its keen eyesight.

*An otyugh has a +12 racial bonus on Hide checks when in its lair, due to its natural coloration.

IMMATURE OTYUGHS
Aww, aren’t they cute? Following my usual obsession for completeness, I offer you stat-blocks for the juvenile stages of otyughs. I have not included the adult or Advanced versions (Huge or maximized otyughs), although I may add them later.

Immature otyughs resemble miniature versions of the adults. A newborn or Infant otyugh's eyestalk and tentacle-end claspers are almost as large as a juvenile's, making these organs look oversized, similar to how many mammalian babies have large heads.

Newborn Otyugh (Same stats as an infant otyugh, except they lack extra Reach with their tentacles)

A typical newborn otyugh is 2½ feet in diameter and stands 2½ feet tall, with 6 foot long tentacles. It weighs 150 pounds.

Infant Otyugh (Medium Aberration; Hit Dice: 3d8+6 (19 hp); Init: +0; Speed: 20 ft. (4 squares); AC: 15 (+5 natural) touch 10, flat-footed 15; Base Attack/Grapple: +2/+2; Attack: Tentacle +3 melee (1d6); Full Attack: 2 Tentacles +3 melee (1d6) and bite –3 melee (1d3 plus disease); Space/Reach: 5 ft./5 ft. (10 ft. with tentacles), Special Attacks: Constrict 1d6, disease [DC13], gnaw 1d3, improved grab; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 40 ft.; Saves: Fort +3, Ref +3, Will +4; Abilities: Str 11, Dex 10, Con 15, Int 7, Wis 12, Cha 6; Skills: Hide +2* [+14 in lair], Listen +3, Spot +7; Feats: Lightning Reflexes, Weapon Focus (tentacle); CR: 2)

An infant otyugh is 3 feet in diameter and stands 3 feet tall, with 8 foot long tentacles. It weighs 250 pounds.

Juvenile Otyugh (Large Aberration; Hit Dice: 4d8+8 (26 hp); Init: +0; Speed: 20 ft. (4 squares); AC: 15 (–1 size, +6 natural) touch 10, flat-footed 15; Base Attack/Grapple: +3/+9; Attack: Tentacle +6 melee (1d6+2); Full Attack: 2 Tentacles +6 melee (1d6+2) and bite +0 melee (1d3+1 plus disease); Space/Reach: 10 ft./5 ft. (10 ft. with tentacles), Special Attacks: Constrict 1d6+2, disease [DC14], gnaw 1d3+1, improved grab; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 40 ft.; Saves: Fort +3, Ref +3, Will +5; Abilities: Str 15, Dex 10, Con 15, Int 7, Wis 12, Cha 6; Skills: Hide –1* [+11 in lair], Listen +3, Spot +7; Feats: Lightning Reflexes, Weapon Focus (tentacle); CR: 3)

A juvenile otyugh is 4 feet in diameter and stands 3½ feet tall, with 10 foot long tentacles. It weighs 500 pounds.

Adolescent Otyugh (Large Aberration; Hit Dice: 5d8+15 (37 hp); Init: +0; Speed: 20 ft. (4 squares); AC: 16 (–1 size, +7 natural) touch 9, flat-footed 16; Base Attack/Grapple: +3/+10; Attack: Tentacle +6 melee (1d8+3); Full Attack: 2 Tentacles +6 melee (1d8+3) and bite +0 melee (1d4+1 plus disease); Space/Reach: 10 ft./5 ft. (15 ft. with tentacles), Special Attacks: Constrict 1d8+3, disease [DC15], gnaw 1d4+1, improved grab; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 40 ft.; Saves: Fort +4, Ref +3, Will +5; Abilities: Str 17, Dex 10, Con 17, Int 7, Wis 12, Cha 6; Skills: Hide –1* [+11 in lair], Listen +3, Spot +8; Feats: Lightning Reflexes, Weapon Focus (tentacle); CR: 3)

An adolescent otyugh is 5’ in diameter and stands 4½’ tall, with 12’ long tentacles. It weighs 1,000 pounds.

Adult Otyugh (Large Aberration; Hit Dice: 6d8+18 (45 hp); Init: +0; Speed: 20 ft. (4 squares); AC: 17 (–1 size, +8 natural) touch 9, flat-footed 17; Base Attack/Grapple: +4/+12; Attack: Tentacle +8 melee (1d8+4); Full Attack: 2 Tentacles +8 melee (1d8+4) and bite +2 melee (1d4+2 plus disease); Space/Reach: 10 ft./5 ft. (15 ft. with tentacles), Special Attacks: Constrict 1d8+4, disease [DC16], gnaw 1d4+2, improved grab; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 40 ft.; Saves: Fort +5, Ref +4, Will +6; Abilities: Str 19, Dex 10, Con 17, Int 7, Wis 12, Cha 6; Skills: Hide –1* [+11 in lair], Listen +6, Spot +10; Feats: Alertness, Lightning Reflexes, Weapon Focus (tentacle); CR: 4)

An adult otyugh is 6’ in diameter and stands 6’ tall, with 15’ long tentacles. It weighs 2,000 pounds.

Huge Otyugh (Huge Aberration; Hit Dice: 9d8+45 (85 hp); Init: –1; Speed: 20 ft. (4 squares); AC: 18 (–2 size, –1 Dex, +11 natural) touch 7, flat-footed 18; Base Attack/Grapple: +6/+22; Attack: Tentacle +13 melee (2d6+8); Full Attack: 2 Tentacles +13 melee (2d6+8) and bite +7 melee (1d6+4 plus disease); Space/Reach: 15 ft./10 ft. (20 ft. with tentacles), Special Attacks: Constrict 2d6+8, disease [DC19], gnaw 1d6+4, improved grab; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 40 ft.; Saves: Fort +8, Ref +4, Will +7; Abilities: Str 27, Dex 8, Con 21, Int 7, Wis 12, Cha 6; Skills: Hide –2* [+10 in lair], Listen +6, Spot +10; Feats: Alertness, Lightning Reflexes, Power Attack, Weapon Focus (tentacle); CR: 6)

A huge otyugh is 8’ in diameter and stands 7’ tall, with 20’ long tentacles. It weighs 4,000 pounds.

Maximized Otyugh (Huge Aberration; Hit Dice: 18d8+108 (189 hp); Init: –1; Speed: 20 ft. (4 squares); AC: 18 (–2 size, –1 Dex, +11 natural) touch 7, flat-footed 18; Base Attack/Grapple: +13/+30; Attack: Tentacle +21 melee (3d6+9); Full Attack: 2 Tentacles +21 melee (3d6+9) and bite +18 melee (1d6+4 plus disease); Space/Reach: 15 ft./10 ft. (20 ft. with tentacles), Special Attacks: Constrict 2d6+9, disease [DC25], gnaw 1d6+4, improved grab; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 40 ft.; Saves: Fort +12, Ref +7, Will +12; Abilities: Str 28, Dex 8, Con 22, Int 8, Wis 12, Cha 6; Skills: Hide +1* [+13 in lair], Listen +9, Spot +13; Feats: Alertness, Blind-Fight, Improved Natural Attack (tentacle), Lightning Reflexes, Multiattack, Power Attack, Weapon Focus (tentacle); CR: 9)

A maximized otyugh is 15’ in diameter and stands 12’ tall, with 20’ long tentacles. They weigh around 24,000 pounds.

Advancement ability increases applied to Str, Con and Int.

Design Notes
The SRD Otyugh is woefully weak, having only Strength 11 and 1d6 damage tentacles. It also has a pathetic Constitution 10 and a pretty useless Toughness feat. For a creature that likes to grapple enemies its grapple modifier is pathetic.

The original monster was impossible to surprise due to being "ever alert" through its eyestalk and also had limited telepathic communication, both of which abilities I wanted to restore. It seems easier to interpret the "never surprised" as being because it senses the mind of any creature that approaches it more than because it will always see them.
 
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Cleon

Hero
Neo-Otyugh [Homebrew]
Huge Aberration
Hit Dice: 9d8+45 (85 hp)
Initiative: +0
Speed: 20 ft. (4 squares)
Armor Class: 20 (–2 size, +12 natural), touch 8, flat-footed 20 [See wield foe]
Base Attack/Grapple: +6/+22
Attack: Tentacle +13 melee (2d6+8) or shield +12 melee (1d6+4)
Full Attack: 2 tentacles +13 melee (2d6+8) and bite +7 melee (1d4+4) or tentacle +13 melee (2d6+8) and shield +12 melee (1d6+4) and bite +7 melee (1d4+4)
Space/Reach: 15 ft./10 ft. (20 ft. with tentacle)
Special Attacks: Constrict 2d6+8, disease, gnaw 1d4+4, improved grab, wield foe
Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 60 ft.
Saves: Fort +8, Ref +5, Will +7
Abilities: Str 26, Dex 10, Con 21, Int 10, Wis 13, Cha 7
Skills: Hide +4* [+16 in lair], Listen +9, Spot +13;
Feats: Alertness, Lightning Reflexes, Shield Proficiency, Weapon Focus (tentacle)
Environment: Underground
Organization: Solitary, pair, or cluster (3–4)
Challenge Rating: 6
Treasure: Standard
Alignment: Usually neutral
Advancement: 10–18 HD (Huge)
Level Adjustment:

Swaggering around on three squat legs is a monstrosity that looks, and reeks, like a ambulatory dungheap. Its conical body has two long, muscular tentacles protruding from opposite sides, and is topped by a wormlike stalk that ends in a string of three eyes. Both tentacles end in heart-shaped claspers, lined with spikes and suckers. The creature's only other obvious feature is a fanged maw set in the front of its body, between the tentacles.

A typical neo-otyugh has a body 8 feet in diameter and stands 7 feet tall, not including its 8 foot long eyestalk or 20 foot long tentacles. It weighs about 4,000 pounds.

Neo-otyughs can communicate telepathically with any sapient creature but are also capable of speech. Most learn the major language of whatever waste-producing race lives near them, generally Common, Orc, Goblin or Giant.

Neo-otyughs can eat almost anything organic and thrive on a diet of filth. They often form symbiotic relationships with other creatures, often tribes of humanoids or dangerous monsters. In return for their allies’ dung and refuse they serve as living waste disposals, and may provide addition services such as a sentry or treasure guardian.

Neo-otyughs, and their smaller kin the otyughs, , share a language of their own, much of which is non-verbal (tentacle and eye stalk gestures, body posture and movement and discharging meaningful smells, plus telepathic projection and reception).

Combat
A neo-otyugh attacks living creatures if it feels threatened or if it is hungry; otherwise it is content to remain hidden. They are constantly alert for intruders and extraordinarily difficult to surprise, due to their telepathy and superb panoramic eyesight. Neo-otyughs slash and squeeze opponents with their tentacles, which they also use to drag prey into their mouths. They sometimes pick up an opponent and wield them as a bludgeoning and parrying weapon.

A neo-otyugh only uses its gnaw attack against grappled opponents when it senses they are helpless or too puny to pose a threat, constricting foes that continue to put up a serious fight.

Neo-otyughs know they are too slow to flee a fight, although they may retreat to a secure bolt-hole, such as a hollow under a mound of garbage or a cistern that can only be reached by swimming down a pipe filled with sewage. If faced with death a neo-otyugh will bargain and bluff for its life, willingly giving up treasure to save themselves. They are intelligent enough to be deceitful, some neo-otyughs will lure their captors toward traps and allied monsters, or only give up a portion of their treasure while pretending to surrender everything they own.

If such ploys fail, the neo-otyugh will grimly fight to the death.

All-Around Facing (Ex): Neo-otyughs can not be flanked. A neo-otyugh’s tripodal gait allows it to turn around with startling speed, when combined with their flexible eyestalk and tentacles they can look, move and fight in any direction with equal faculty.

Constrict (Ex): A neo-otyugh deals automatic tentacle damage with a successful grapple check.

Disease (Ex): Filth fever—bite, Fortitude DC 19, incubation period 1d3 days; damage 1d3 Dex and 1d3 Con. The save DC is Constitution-based.

Improved Grab (Ex): To use this ability, a neo-otyugh must hit with a tentacle attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can Constrict, Gnaw or Wield Foe.

Gnaw (Ex): A neo-otyugh can deal automatic bite damage with a successful grapple check.

Telepathy (Su): A neo-otyugh can automatically detect the presence of any conscious being with an Intelligence score within a 60 foot radius of its position. It can sense the direction of the mind, but not their intelligence or precise location. The neo-otyugh can not delve into the thoughts of the minds it detects, but can sense their general emotional state.

A neo-otyugh's telepathy allows it to comprehend the basic meaning of any communications the minds it detects attempt to make, although it will not fully translate any complex or abstract concepts. For example, if a person offers a complicated peace treaty to a neo-otyugh it may only understand "I offer you food in return for friendship".

As well as receiving thoughts, a neo-otyugh can project its own thoughts to be "heard" by any unshielded mind within range of its telepathy. Its ability to project thoughts is limited to the same basic concepts as its ability to receive thoughts.

Neo-otyugh telepathy can penetrate barriers, but 1 foot of stone, 1 inch of common metal, a thin sheet of lead, or 3 feet of wood or dirt blocks it. It is useless against any effect that blocks mind-affecting powers, such as thought shield or mind blank.

A neo-otyugh gains a +4 circumstance bonus to Bluff, Diplomacy and Sense Motive checks against creatures it can "read" with its telepathy.

Wield Foe (Ex): With a successful grapple check, a neo-otyugh can wield a Small or Medium sized creature as a weapon or shield.

Used as a weapon, the neo-otyugh makes a single attack roll against both the AC of the target and the flat-footed AC of the creature it is wielding. It inflicts 1d6+4 damage if it hits either.

Used as a shield, the neo-otyugh gains a +1 shield bonus (AC 21, touch 8, flat -footed 21) and can attempt to block one melee attack from any creature within its reach. The otyugh makes an attack roll with its shield, if this roll equals or exceeds the attack roll of its opponent, the opponent's melee attack hits the wielded creature instead of its intended target, inflicting damage if the opponent's attack roll would hit the wielded creature's flat-footed armour class. The opponent need only rolls its normal damage against the wielded creature, they do not add any extra damage from criticals or special combat manoeuvres such as the Power Attack feat or a rogue's Sneak Attack.

Skills: Neo-otyughs have a +4 racial bonus on Spot checks from its keen eyesight.

*A neo-otyugh has a +12 racial bonus on Hide checks when in its lair, due to its natural coloration.

IMMATURE NEO-OTYUGHS
Like the otyugh earlier, here are stats for the juvenile stages of neo-otyughs, sans the adult and Advanced versions (maximized neo-otyughs) which I may add later if I can be bothered.

Newborn Neo-Otyugh (Same stats as an infant neo-otyugh, except they lack extra Reach with their tentacles)

A typical newborn neo-otyugh is 2½ feet in diameter and stands 2½ feet tall, with 6 foot long tentacles. It weighs 150 pounds.

Infant Neo-Otyugh (Medium Aberration; Hit Dice: 3d8+6 (19 hp); Init: +0; Speed: 20 ft. (4 squares); AC: 15 (+5 natural) touch 10, flat-footed 15; Base Attack/Grapple: +2/+2; Attack: Tentacle +3 melee (1d6); Full Attack: 2 Tentacles +3 melee (1d6) and bite –3 melee (1d2 plus disease); Space/Reach: 5 ft./5 ft. (10 ft. with tentacles), Special Attacks: Constrict 1d6, disease [DC13], gnaw 1d3, improved grab; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 60 ft.; Saves: Fort +3, Ref +3, Will +4; Abilities: Str 10, Dex 10, Con 15, Int 10, Wis 13, Cha 7; Skills: Hide +4* [+16 in lair], Listen +5, Spot +9; Feats: Lightning Reflexes, Weapon Focus (tentacle); CR: 2)

An infant neo-otyugh is 3 feet in diameter and stands 3 feet tall, with 8 foot long tentacles. It weighs 250 pounds.

Juvenile Neo-Otyugh (Large Aberration; Hit Dice: 5d8+15 (37 hp); Init: +0; Speed: 20 ft. (4 squares); AC: 16 (–1 size, +7 natural) touch 9, flat-footed 16; Base Attack/Grapple: +3/+10; Attack: Tentacle +6 melee (1d8+3); Full Attack: 2 Tentacles +6 melee (1d8+3) and bite +0 melee (1d3+1 plus disease); Space/Reach: 10 ft./5 ft. (15 ft. with tentacles), Special Attacks: Constrict 1d8+3, disease [DC15], gnaw 1d3+1, improved grab; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 60 ft.; Saves: Fort +4, Ref +3, Will +5; Abilities: Str 16, Dex 10, Con 17, Int 10, Wis 13, Cha 7; Skills: Hide +2* [+14 in lair], Listen +6, Spot +10; Feats: Lightning Reflexes, Weapon Focus (tentacle); CR: 3)

A juvenile neo-otyugh is 4½ feet in diameter and stands 4 feet tall, with 12 foot long tentacles. It weighs 800 pounds.

Adolescent Neo-Otyugh (Large Aberration; Hit Dice: 7d8+28 (59 hp); Init: +0; Speed: 20 ft. (4 squares); AC: 18 (–1 size, +9 natural) touch 9, flat-footed 18; Base Attack/Grapple: +4/+13; Attack: Tentacle +9 melee (1d8+5); Full Attack: 2 Tentacles +9 melee (1d8+5) and bite +3 melee (1d3+2 plus disease) or tentacle +9 melee (1d8+5) and shield +8 melee (1d4+2) and bite +3 melee (1d3+2 plus disease); Space/Reach: 10 ft./5 ft. (15 ft. with tentacles), Special Attacks: Constrict 1d8+5, disease [DC17], gnaw 1d3+2, improved grab, wield foe; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 60 ft.; Saves: Fort +6, Ref +4, Will +6; Abilities: Str 20, Dex 10, Con 19, Int 10, Wis 13, Cha 7; Skills: Hide +4* [+16 in lair], Listen +7, Spot +11; Feats: Lightning Reflexes, Shield Proficiency, Weapon Focus (tentacle); CR: 4)

An adolescent neo-otyugh is 7 feet in diameter and stands 5½ feet tall, with 15 foot long tentacles. It weighs 2,500 pounds.

Adult Neo-Otyugh (Huge Aberration; Hit Dice: 9d8+45 (85 hp); Init: +0; Speed: 20 ft. (4 squares); AC: 20 (–2 size, +12 natural) touch 8, flat-footed 20; Base Attack/Grapple: +6/+22; Attack: Tentacle +13 melee (2d6+8); Full Attack: 2 Tentacles +13 melee (2d6+8) and bite +7 melee (1d4+4 plus disease); Space/Reach: 15 ft./10 ft. (20 ft. with tentacles), Special Attacks: Constrict 2d6+8, disease [DC19], gnaw 1d4+4, improved grab, wield foe; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 60 ft.; Saves: Fort +8, Ref +5, Will +7; Abilities: Str 26, Dex 10, Con 21, Int 10, Wis 13, Cha 7; Skills: Hide +4* [+16 in lair], Listen +9, Spot +13; Feats: Alertness, Lightning Reflexes, Power Attack, Weapon Focus (tentacle); CR: 6)

An adult neo-otyugh is 8’ in diameter and stands 7’ tall, with 20’ long tentacles. It weighs about 4,000 pounds.

Maximized Neo-Otyugh (Huge Aberration; Hit Dice: 18d8+108 (189 hp); Init: +0; Speed: 20 ft. (4 squares); AC: 20 (–2 size, +12 natural) touch 8, flat-footed 20; Base Attack/Grapple: +13/+30; Attack: Tentacle +20 melee (3d6+8); Full Attack: 2 Tentacles +20 melee (3d6+8) and bite +17 melee (1d4+4 plus disease); Space/Reach: 15 ft./10 ft. (20 ft. with tentacles), Special Attacks: Constrict 3d6+9, disease [DC25], gnaw 1d4+4, improved grab; Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, telepathy 40 ft., wield foe; Saves: Fort +12, Ref +8, Will +13; Abilities: Str 26, Dex 10, Con 22, Int 10, Wis 14, Cha 8; Skills: Hide +13* [+25 in lair], Listen +15, Spot +18; Feats: Alertness, Blind-Fight, Improved Natural Attack (tentacle), Lightning Reflexes, Multiattack, Power Attack, Weapon Focus (tentacle); CR: 9)

A maximized neo-otyugh is 15’ in diameter and stands 12’ tall, with 20’ long tentacles. They weigh around 24,000 pounds.

Advancement ability increases applied to Con, Wis and Cha.

The Diplomatic Otyugh
The above are for "wild" neo otyughs, sewer and midden dwelling neo-otyughs often put ranks in skills useful for communication and negotiation. Regular otyughs seldom put any ranks in social skills, so they usually use their defaults:

Infant Neo-Otyugh
Diplomatic -
Bluff –1* [+3 with telepathy], Diplomacy –2* [+2 with telepathy], Hide +4* [+16 in lair], Listen +4, Sense Motive +2 [+6 with telepathy], Spot +8
Medium 3HD - Bluff 1, Diplomacy 0, Hide 4, Listen 3, Sense Motive 1, Spot 3
Aboriginal - Bluff –2* [+2 with telepathy], Diplomacy –2* [+2 with telepathy], Hide +4* [+16 in lair], Listen +5, Sense Motive +1 [+5 with telepathy], Spot +9
Medium 3HD - Hide 4, Listen 4, Spot 4
Infant Otyugh - Bluff –2* [+0 with telepathy], Diplomacy –2* [+0 with telepathy], Hide +2* [+14 in lair], Listen +3, Sense Motive +1 [+3 with telepathy], Spot +7
Medium 3HD - Hide 2, Listen 2, Spot 2

Juvenile Neo-Otyugh
Diplomatic -
Bluff +1* [+5 with telepathy], Diplomacy –1* [+3 with telepathy], Hide +0* [+12 in lair], Listen +5, Sense Motive +2 [+6 with telepathy], Spot +8
Large 5HD - Bluff 3, Diplomacy 1, Hide 4, Listen 4, Sense Motive 1, Spot 3
Aboriginal - Bluff –2* [+2 with telepathy], Diplomacy –2* [+2 with telepathy], Hide +2* [+14 in lair], Listen +6, Sense Motive +1 [+5 with telepathy], Spot +10
Large 5HD - Hide 6, Listen 5, Spot 5
Juvenile Otyugh - Bluff –2* [+0 with telepathy], Diplomacy –2* [+0 with telepathy], Hide -1* [+11 in lair], Listen +3, Sense Motive +1 [+3 with telepathy], Spot +7
Large 4HD - Hide 3, Listen 2, Spot 2

Adolescent Neo-Otyugh
Diplomatic -
Bluff +1* [+5 with telepathy], Diplomacy +0* [+4 with telepathy], Hide +2* [+14 in lair], Listen +5, Sense Motive +3 [+7 with telepathy], Spot +9
Large 7HD - Bluff 3, Diplomacy 2, Hide 6, Listen 4, Sense Motive 1, Spot 4
Aboriginal - Bluff –2* [+2 with telepathy], Diplomacy –2* [+2 with telepathy], Hide +4* [+16 in lair], Listen +7, Sense Motive +1 [+5 with telepathy], Spot +11
Large 7HD - Hide 8, Listen 6, Spot 6
Adolescent Otyugh - Bluff –2* [+0 with telepathy], Diplomacy –2* [+0 with telepathy], Hide -1* [+11 in lair], Listen +3, Sense Motive +1 [+3 with telepathy], Spot +8
Large 5HD - Hide 3, Listen 2, Spot 3

Adult Neo-Otyugh
Diplomatic -
Bluff +1* [+5 with telepathy], Diplomacy +0* [+4 with telepathy], Hide +2* [+14 in lair], Listen +5, Sense Motive +3 [+7 with telepathy], Spot +9
Huge 9HD - Bluff 3, Diplomacy 2, Hide 10, Listen 4, Sense Motive 1, Spot 4
Aboriginal - Bluff –2* [+2 with telepathy], Diplomacy –2* [+2 with telepathy], Hide +4* [+16 in lair], Listen +9, Sense Motive +1 [+5 with telepathy], Spot +13
Huge 9HD - Hide 12, Listen 6, Spot 6
Adult Otyugh - Bluff –2* [+0 with telepathy], Diplomacy –2* [+0 with telepathy], Hide –1* [+11 in lair], Listen +6, Sense Motive +1 [+3 with telepathy], Spot +10
Large 6HD - Hide 3, Listen 3, Spot 3
Huge Otyugh - Bluff –2* [+0 with telepathy], Diplomacy –2* [+0 with telepathy], Hide -2* [+10 in lair], Listen +6, Sense Motive +1 [+3 with telepathy], Spot +10
Huge 9HD - Hide 6, Listen 3, Spot 3

Maximized Neo-Otyugh
Diplomatic -
Bluff+4* [+8 with telepathy], Diplomacy +3* [+7 with telepathy], Hide +8* [+20 in lair], Listen +11, Sense Motive+2* [+6 with telepathy], Spot +15
Huge 18HD - Bluff 5, Diplomacy 4, Hide 16, Listen 7, Sense Motive 3, Spot 7
Aboriginal - Bluff –1* [+3 with telepathy], Diplomacy –1* [+3 with telepathy], Hide +13* [+25 in lair], Listen +15, Sense Motive +2 [+6 with telepathy], Spot +18
Huge 18HD - Hide 21, Listen 11, Spot 10
Maximized Otyugh - Bluff –2* [+0 with telepathy], Diplomacy –2* [+0 with telepathy], Hide +1* [+13 in lair], Listen +9, Sense Motive +1 [+3 with telepathy], Spot +13
Huge 18HD - Hide 9, Listen 6, Spot 6

Design Notes
The AD&D Neo-Otyugh disappeared during the transition into 3E, merging with its duller cousin the normal Otyugh. Here's a recreation with all the interesting differences I could think of included. In the original post it was called "Neo-Otyugh Redux", but while posting this I realized it's not a Redux since there's no official 3E version of the Neo-Otyugh.

The skill-rank breakdowns for the all the age-ranges of Neo-Otyugh and Otyugh are listed in red in the "Diplomatic Otyugh" skill comparisons to save space.
 
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Cleon

Hero
Muto-Otyugh
Large Aberration
Hit Dice: 4d8+8 (26 hp)
Initiative: +0
Speed: 20 ft. (4 squares)
Armor Class: 16 (–1 size, +5 natural, +2 heavy wooden shield) touch 10, flat-footed 16
Base Attack/Grapple: +3/+9
Attack: Tentacle +4 melee (1d4+2)
Full Attack: 2 Tentacles +4 melee (1d4+2) and bite –1 melee (1d3+1 plus disease) or tentacle +4 melee (1d4+2) and heavy shield +4 melee (1d6+2) and bite –1 melee (1d3+1 plus disease)
Space/Reach: 10 ft./10 ft. (5 ft. with bite)
Special Attacks: Constrict 1d4+2, gnaw 1d3+1, improved grab
Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, squeeze through, telepathy 40 ft.
Saves: Fort +3, Ref +3, Will +5
Abilities: Str 14, Dex 10, Con 15, Int 10, Wis 12, Cha 9
Skills: Bluff +0* [+2 with telepathy], Diplomacy +0* [+2 with telepathy], Escape Artist +5, Hide +0* [+4 in sewage], Listen +4, Sense Motive +2* [+4 with telepathy], Spot +6
Feats: Lightning Reflexes, Shield Proficiency
Environment: Underground
Organization: Solitary, pair, or cluster (3–4)
Challenge Rating: 2
Treasure: Standard
Alignment: Usually neutral
Advancement: By character class
Level Adjustment: +3?

This creature's conical body stands upon three short legs and reaches as high as a tall man's head, not including the yard-long eyestalk atop its body. A pair of long, slim tentacles protrude from opposite sides of its body, both end in trifoil claspers lined with suckers which appear as dextrous as a human hand. In front of the body is a triangular mouth, with an impressive collection of cutting and grinding teeth. A string of three large eyes are set in the tip of the wormlike stalk protruding from the top of its body, the eyestalk stares at you intently, but frequently flicks around to scan its surroundings. The only other obvious feature about this creature is its unpleasant smell, a horrible stink resembling a mixture of pungent dung, rotting sewage and cheap perfume.

A typical muto-otyugh has a body 3 feet in diameter and stands 6 feet tall, not including its 3 foot long eyestalk or 10 foot long tentacles. It weighs about 500 pounds.

Muto-otyughs are creations of an ancient magical civilisation, formed from otyugh stock to solve that long-dead culture’s waste disposal needs.

Muto-otyughs can eat almost anything organic, they can thrive on a diet of dung and refuse but delight in savouring any kind of cuisine. A muto-otyugh almost always works in some form of refuse management or sewer engineering, occupations to which they are instinctively drawn. They do not discriminate for or against any species or alignment of sapient, provided they are part of the natural cycle of producing, transforming or consuming waste. Thus, all muto-otyughs view undead as abominations which should be destroyed, although for a rather idiosyncratic reason.

Unlike regular otyughs, a muto-otyugh's bite does not carry disease. Indeed, their saliva is a powerful antiseptic, useful when cleaning sewers and privies. Some are still puzzled as to why other races so often refuse their offer to lick their wounds clean of infection.

A few muto-otyugh become adventurers, a career they’ve prove surprisingly adept at. Cleaning out dungeons is something they were bred for, after all.

Muto-otyughs are proficient in simple weapons and shields.

All muto-otyughs can communicate telepathically with any sapient creature, but are also capable of speech.

A typical muto-otyugh speaks and is literate in Common and one other language, usually a major language of whatever waste-producing race it lives among, such as Elf, Dwarf, Orc, Goblin or Giant. They can also "speak" and comprehend the racial language of otyughs and their kin, much of which is non-verbal (tentacle and eye stalk gestures, body posture and movement and discharging meaningful smells, plus telepathic projection and reception).

Combat
Muto-otyughs are mild mannered, most only fight in self defence or when overcome with starvation. They are extraordinarily difficult to surprise, due to their telepathy and superb vision, their eyestalk-instincts constantly scans all directions for threats. Muto-otyughs slash and squeeze opponents with their tentacles, which they also use to drag prey into their mouths.

All-Around Facing (Ex): Muto-otyughs can not be flanked. A muto-otyugh’s tripodal gait allows it to turn around with startling speed, when combined with their flexible eyestalk and tentacles they can look, move and fight in any direction with equal faculty.

Constrict (Ex): A muto-otyugh deals automatic tentacle damage with a successful grapple check.

Improved Grab (Ex): To use this ability, A muto-otyugh must hit with a tentacle attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can Constrict or Gnaw.

Gnaw (Ex): A muto-otyugh can deal automatic bite damage with a successful grapple check.

Squeeze Through (Ex): Due to its malleable, rubbery body a muto-otyugh is considered one size category smaller when it is squeezing through confined spaces. This accounts for a muto-otyugh's racial bonus to Escape Artist checks.

Telepathy (Su): As a full round action, a muto-otyugh can automatically detect the presence of any conscious being with an Intelligence score within a 40 foot radius of its position. It can sense the direction of the mind, but not their intelligence or precise location. The muto-otyugh can not delve into the thoughts of the minds it detects, but can sense their general emotional state.

A muto-otyugh's telepathy allows it to comprehend the basic meaning of any communications the minds it detects attempt to make, although it will not fully translate any complex or abstract concepts. For example, if a person offers a complicated peace treaty to a muto-otyugh it may only understand "Me give food, we make friends".

As well as receiving thoughts, a muto-otyugh can project its own thoughts to be "heard" by any unshielded mind within range of its telepathy. Its ability to project thoughts is limited to the same basic concepts as its ability to receive thoughts.

Muto-otyugh telepathy can penetrate barriers, but 1 foot of stone, 1 inch of common metal, a thin sheet of lead, or 3 feet of wood or dirt blocks it. It is useless against any effect that blocks mind-affecting powers, such as thought shield or mind blank.

A muto otyugh gains a +2 circumstance bonus to Bluff, Diplomacy and Sense Motive checks against creatures it can "read" with its telepathy.

Skills: Muto-otyughs have a +2 racial bonus on Spot checks from its keen eyesight and a +4 racial bonus on Escape Artist checks.

*A muto-otyugh has a +4 racial bonus on Hide checks when in a sewer or cesspit, due to its natural coloration.

Muto-Otyughs As Characters
Muto-otyugh characters possess the following racial traits.
  • +4 Strength, +4 Intelligence, +2 Wisdom, –2 Charisma.
  • Large size. –1 penalty to Armor Class, –1 penalty on attack rolls, –4 penalty on Hide checks, +4 bonus on grapple checks, lifting and carrying limits double those of Medium characters.
  • Natural weapons: A muto-otyugh has two tentacle attacks with a base damage of 1d4 and a bite attack with a base damage of 1d3.
  • Space/Reach: 10 feet/10 feet. (5 feet with bite)
  • A muto-otyugh’s base land speed is 20 feet.
  • Darkvision: muto-otyughs can see in the dark up to 90 feet.
  • Racial Hit Dice: A muto-otyugh begins with four levels of aberration, which provide 4d8 Hit Dice, a base attack bonus of +3, and base saving throw bonuses of Fort +1, Ref +1, and Will +4.
  • Racial Skills: A muto-otyugh’s aberration levels give it skill points equal to 7 × (2 + Int modifier [minimum 1]). Its class skills are Bluff, Diplomacy, Escape Artist, Hide, Listen, Sense Motive and Spot.
  • Racial Feats: A muto-otyugh’s aberration levels give it two feats.
  • +5 natural armor bonus.
  • Special Attacks (see above): Constrict, gnaw, improved grab.
  • Special Qualities (see above): All-around facing, immunity to disease, scent, squeeze through, telepathy 40 ft..
  • Automatic Languages: Common, Otyugh plus one free language. Bonus Languages: Elf, Dwarf, Giant, Goblin, Orc.
  • Favored Class: Fighter.
  • Level adjustment +4.

Sample Creature

Sewer Workers Union Chaircreature Cloacilla

Muto-Otyugh, 4th level Expert
Large Aberration
Hit Dice: 4d8+4d6+8 (40 hp)
Initiative: +0
Speed: 20 ft. (4 squares)
Armor Class: 18 (–1 size, +5 natural, +2 leather, +2 heavy wooden shield) touch 10, flat-footed 18
Base Attack/Grapple: +6/+9
Attack: Tentacle +8 melee (1d4+1)
Full Attack: 2 Tentacles +5 melee (1d4+1) and bite +0 melee (1d3 plus disease) or tentacle +5 melee (1d4+1) and heavy shield +5 melee (1d6+1) and bite +0 melee (1d3 plus disease)
Space/Reach: 10 ft./10 ft. (5 ft. with bite)
Special Attacks: Constrict 1d4+2, gnaw 1d3+1, improved grab
Special Qualities: All-around facing, darkvision 90 ft., immunity to disease, scent, squeeze through, telepathy 40 ft.
Saves: Fort +3, Ref +4, Will +9
Abilities: Str 12, Dex 10, Con 13, Int 14, Wis 14, Cha 10
Skills: Decipher Script +5, Decipher Script +3, Disable Device +6, Diplomacy +13, Disguise +0 [+2 acting]. Escape Artist +5, Heal +5, Hide +0 [+4 in sewage], Intimidate +2, Knowledge (Architecture and engineering) +5, Listen +5, Open Lock +3, Profession (sewer worker) +5, Search +6, Spot +9, Sense Motive +7, Swim +4, Use Magic Device +6
Feats: Lightning Reflexes, Negotiator, Shield Proficiency
Environment: Underground
Organization: Solitary, pair, or cluster (3–4)
Challenge Rating: 4
Treasure: Standard
Alignment: Neutral
Advancement: By character class
Level Adjustment: +3?

Proficient in simple weapons, light armour and shields.

Design Notes
Writing the Otyugh and Neo-Otyugh inspired me to writeup a "character-classable" version of the Otyugh. Based stats on Juvenile Otyugh with changed proportions (taller & slimmer), manipulative trifoil claspers, reduced natural weapons damage, a Neo-Otyugh's intelligence & special abilities and advancement by character class.

Sample is a level four Expert. It needs an additional feat but I couldn't decide what to give it. Maybe Skill Focus in its Knowledge or Profession skills?

After some consideration I realized Cloacilla's original stats didn't have enough negotiating ability to be an effective union rep so rearranged the abilities to increase its (or should it be her?) Charisma, Diplomacy and Sense motive and selected Negotiator for the feat gained at 6 HD.


Build Notes

Muto-Otyugh
14 skill points
Bluff 1S–1Cha, Diplomacy 1S–1Cha, Escape Artist 1S+R4+Dex0, Hide 4S–4size+Dex0, Listen 3S+1Wis, Sense Motive 1S+1Wis, Spot 3S+R2+1Wis
Skills: Bluff +0* [+2 with telepathy], Diplomacy +0* [+2 with telepathy], Escape Artist +5, Hide +0* [+4 in sewage], Listen +4, Sense Motive +2* [+4 with telepathy], Spot +6

Cloacilla
Non-elite array 13, 12, 11, 10, 9, 8
->
Str 8+4=12, Dex 10=10, Con 9+4=13, Int 13+1=14, Wis 11+2+1=14, Cha 12–2=10

Aberration HD (2+2)×7 = 28 skill points
Bluff 5SP, Diplomacy 7SP, Escape Artist 1SP, Hide 4SP, Listen 3SP, Sense Motive 5SP, Spot 3SP

Expert Levels (6+2)*4 = 32 skills points: any 10 skills
Decipher Script 1SP, Disable Device 4SP, Heal 3SP, Knowledge (Architecture and engineering) 3SP, Open Lock 3SP, Profession (sewer worker) 3SP, Search 4SP, Spot 2SP, Swim 3SP, Use Magic Device 6SP

Bluff 5 ranks CHA
Decipher Script 1 rank INT
Disable Device 4 ranks INT
Diplomacy 7 ranks CHA
Escape Artist 1 rank DEX
Heal 3 ranks WIS
Hide 4 ranks DEX
Knowledge (Architecture and engineering) 3 ranks INT
Listen 3 ranks WIS
Open Lock 3 ranks DEX
Profession (sewer worker) 3 ranks WIS
Search 4 ranks INT
Sense Motive 5 ranks Wis
Spot 3+2 ranks WIS
Swim 3 ranks STR
Use Magic Device 6 ranks CHA

Skills: Bluff 5S+Cha0, Decipher Script 1S+Int2, Disable Device 4S+Int2, Diplomacy 7S+Cha0+2F+4synergy, Disguise Cha0+2synergy, Escape Artist 1S+Dex0+4R, Heal 3S+Wis2, Hide 4S+Dex0–size4 [+4R in sewage], Intimidate Cha0+2synergy, Knowledge (Architecture and engineering) 3S+Int2, Listen 3S+2Wis, Open Lock 3S+Dex0, Profession (sewer worker) 3S+2Wis, Search 4S+2Int, Sense Motive 5S+Cha0+2F, Spot 5S+2Wis+2R, Swim 3S+Str1, Use Magic Device 6S+Cha0
 
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Cleon

Hero
Building a Better Crocodile

Design Notes
My main motivation for doing this Redux is that the SRD Giant Crocodile is very weak for a Huge animal. Its stats are almost identical to an SRD Crocodile that had been advanced to Large size. A predator of its size ought to be far more formidable.

Speaking of more formidable, I was also inspired to produce Dire Animal versions. The Dire Crocodile and Giant Dire Crocodile are not SRD Redux creatures but I'll post them in this thread for convenience.
 

Cleon

Hero
Crocodile Redux
Medium Animal
Hit Dice: 3d8+9 (22 hp)
Initiative: +1
Speed: 20 ft. (4 squares), swim 30 ft.
Armor Class: 15 (+1 Dex, +4 natural), touch 11, flat-footed 14
Base Attack/Grapple: +2/+6
Attack: Bite +6 melee (1d6+4) or tail slap +6 melee (1d10+2)
Full Attack: Bite +6 melee (1d6+4) and tail slap +1 melee (1d10+2)
Space/Reach: 5 ft./5 ft.
Special Attacks: Death roll (1d6+6), improved grab
Special Qualities: Hold breath, low-light vision, 60 ft. ripplesense
Saves: Fort +6, Ref +4, Will +2
Abilities: Str 19, Dex 12, Con 17, Int 1, Wis 12, Cha 2
Skills: Hide +7* [+11 in water, +21 when mostly submerged], Listen +4, Spot +4, Survival +2, Swim +12
Feats: Alertness, Skill Focus (Hide)
Environment: Warm marshes
Organization: Solitary or colony (6–11)
Challenge Rating: 2
Advancement: 4–6 HD (Medium), 7-12 HD (Large)
Level Adjustment:

Crocodiles are aggressive predators 11 to 12 feet long. They lie mostly submerged in rivers or marshes, with only their eyes and nostrils showing, waiting for prey to come within reach.

These reptiles don't just live in swamps. They can inhabit any warm body of water including rivers, lakes and the sea. Crocodiles have even been found in desert oases (if their oasis pool dries out they either retreat into caves or burrows and wait for rainfall or natural springs to replenish it or walk at night towards the smell of water).

Combat
A crocodile seeks to establish a hold upon an opponent with its mouth and drag it into deep water, attempting to pin it to the bottom until it drowns. Opponents that resist will be hit by death roll attacks.

A threatened crocodile defends itself with its jaws and tail. They can not attack the same opponent with both attacks, since these natural weapons threaten opposite ends of the crocodile.

Death Roll (Ex): A swimming crocodile can violently thrash its body to tear up any creature it holds in its jaws, dealing 1d6+6 damage if it succeeds on a grapple check.

Hold Breath (Ex): A crocodile can hold its breath for a number of rounds equal to 4 × its Constitution score before it risks drowning.

Improved Grab (Ex): To use this ability, a crocodile must hit with its bite attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it can follow up with normal grapple actions or its Death Roll special attack.

Ripplesense (Ex): A crocodile can detect disturbances in the water using vibration-sensitive pits in its scales. This functions like blindsense (q.v.), except the crocodile can only sense the location of creatures through water. It must itself be in contact with the water, and the creatures must be moving.

Skills: A crocodile has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. *A crocodile gains a +4 racial bonus on Hide checks when in the water. Further, a crocodile can lie in the water with only its eyes and nostrils showing, gaining a +10 cover bonus on Hide checks.

Crocodile, Large
Large Animal
Hit Dice: 7d8+35 (66 hp)
Initiative: +1
Speed: 20 ft. (4 squares), swim 30 ft.
Armor Class: 17 (–1 size, +1 Dex, +7 natural), touch 10, flat-footed 16
Base Attack/Grapple: +5/+17
Attack: Bite +12 melee (1d8+8) or tail slap +12 melee (1d12+4)
Full Attack: Bite +12 melee (1d8+8) and tail slap +7 melee (1d12+4)
Space/Reach: 10 ft./5 ft. (10 ft. with tail)
Special Attacks: Death roll (1d8+12), improved grab
Special Qualities: Hold breath, low-light vision, 60 ft. ripplesense
Saves: Fort +10, Ref +6, Will +3
Abilities: Str 27, Dex 12, Con 21, Int 1, Wis 12, Cha 2
Skills: Hide +5* [+9 in water, +19 when mostly submerged], Listen +5, Spot +5, Survival +2, Swim +16
Feats: Alertness, Endurance, Skill Focus (Hide)
Environment: Warm marshes
Organization: Solitary or colony (6–11)
Challenge Rating: 4
Advancement: 8–12 HD (Large)
Level Adjustment:

These creatures can be more than 20 feet long.

Large crocodiles fight and behave like their smaller cousins.

Design Notes
The SRD Crocodile's skill modifiers did not add up - it worked out to Hide 3(+1Dex, +3 Skill Focus), Listen 1(+1 Wis +2 Alertness), Spot 1(+1 Wis +2 Alertness), Swim 0(+4 Str, +8 racial), so one skill rank is missing. I decided Survival was most appropriate.

Apart from that it's a pretty solid design. If anything it's TOO nasty – the standard Crocodile is significantly larger and stronger than an average crocodilian would be, but 11 to 12 feet long is probably a realistic size for a crocodile that would consider eating a Medium-sized humanoid. Most crocodiles are a good deal smaller.

So the Redux Crocodile isn't that different from the SRD version. It has the addition of a Death Roll special attack plus the ability to sense creatures via ripples in the water (which real-life crocodiles can actually do). I've also downgraded their natural weapon attacks slightly while giving them the ability to use both at the same time when full-attacking.

The example Large Crocodile is simply the Crocodile Redux advanced to Large size according to the standard advancement rules.

If I ever do a Generic Crocodile I would probably use Cleon Special "half size grades" and make the Strength 19 specimen be a Big crocodile rather than the standard Medium crocodile, something like this:

Small Croc: 1 HD; Str 11, Con 15; about 4 feet long
Little Croc: 2 HD; Str 13, Con 15; about 5-6 feet long
Medium Croc: 3–4 HD; Str 15, Con 15; about 7-8 feet long
Big Croc: 5–6 HD; Str 19, Con 17; 10-12 feet long
Large Croc: 7–9 HD; Str 21, Con 19; 15-16 feet long
Great Croc: 10–12 HD; Str 27, Con 21; 20-25 feet long


Build Notes
Skill Ranks: Hide 3, Listen 1, Spot 1, Survival 1.

Large Croc Skill Ranks: Hide 5, Listen 2, Spot 2, Survival 1.
 

Cleon

Hero
Crocodile, Giant
Huge Animal
Hit Dice: 13d8+91 (149 hp)
Initiative: +0
Speed: 20 ft. (4 squares), swim 30 ft.
Armor Class: 18 (–2 size, +10 natural), touch 8, flat-footed 18
Base Attack/Grapple: +9/+29
Attack: Bite +20 melee (2d6+12) or tail slap +19 melee (2d8+6)
Full Attack: Bite +20 melee (2d6+12) and tail slap +14 melee (2d8+6)
Space/Reach: 15 ft./10 ft. (20 ft. with tail)
Special Attacks: Death roll (2d6+18), improved grab
Special Qualities: Hold breath, low-light vision, 60 ft. ripplesense
Saves: Fort +15, Ref +8, Will +5
Abilities: Str 35, Dex 10, Con 25, Int 1, Wis 12, Cha 2
Skills: Hide +5* [+9 in water, +19 when mostly submerged], Listen +6, Spot +6, Survival +2, Swim +20
Feats: Alertness, Endurance, Power Attack, Skill Focus (Hide), Weapon Focus (bite)
Environment: Warm marshes
Organization: Solitary or colony (6–11)
Challenge Rating: 7
Advancement: 14–24 HD (Huge)
Level Adjustment:

These enormous creatures are around 30 feet long and may prey upon dire animals and dinosaurs. A giant crocodile's habits are similar to their regular-sized cousins.

Combat
A crocodile seeks to establish a hold upon an opponent with its mouth and drag it into deep water, attempting to pin it to the bottom until it drowns. Opponents that resist will be hit by death roll attacks.

A threatened crocodile defends itself with its jaws and tail. They can not attack the same opponent with both attacks, since these natural weapons threaten opposite ends of the crocodile.

Death Roll (Ex): A swimming giant crocodile can violently thrash its body to tear up any creature it holds in its jaws, dealing 2d6+18 damage if it succeeds on a grapple check.

Hold Breath (Ex): A crocodile can hold its breath for a number of rounds equal to 4 × its Constitution score before it risks drowning.

Improved Grab (Ex): To use this ability, a crocodile must hit with its bite attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it can follow up with normal grapple actions or its Death Roll special attack.

Ripplesense (Ex): A crocodile can detect disturbances in the water using vibration-sensitive pits in its scales. This functions like blindsense (q.v.), except the crocodile can only sense the location of creatures through water. It must itself be in contact with the water, and the creatures must be moving.

Skills: A crocodile has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. *A crocodile gains a +4 racial bonus on Hide checks when in the water. Further, a crocodile can lie in the water with only its eyes and nostrils showing, gaining a +10 cover bonus on Hide checks.

Design Notes
This creature represents the largest prehistoric crocodilians such as Deinosuchus or Purussaurus. This is far bigger than the "'can be more than 20 feet long" of the SRD Giant Crocodile. If that's not formidable enough, use a Huge Dire Crocodile or Giant Dire Crocodile.

Mechanically this is basically just a Large Crocodile Redux advanced to Huge size and 13 Hit Dice.


Skill Ranks: Hide 9, Listen 3, Spot 3, Survival 1.
 
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Cleon

Hero
Dire Crocodile
Large Animal (Dire)
Hit Dice: 7d8+42 (73 hp)
Initiative: +1
Speed: 20 ft. (4 squares), swim 30 ft.
Armor Class: 18 (–1 size, +1 Dex, +8 natural), touch 10, flat-footed 17
Base Attack/Grapple: +5/+19
Attack: Bite +14 melee (2d6+10) or tail slap +14 melee (1d12+5)
Full Attack: Bite +14 melee (2d6+10) and tail slap +9 melee (1d12+5)
Space/Reach: 10 ft./5 ft. (10 ft. with tail)
Special Attacks: Death roll (2d6+15), improved grab
Special Qualities: Hold breath, low-light vision, 60 ft. ripplesense
Saves: Fort +11, Ref +6, Will +6
Abilities: Str 31, Dex 12, Con 23, Int 1, Wis 12, Cha 6
Skills: Hide +5* [+9 in water, +19 when mostly submerged], Listen +5, Spot +5, Survival +2, Swim +18
Feats: Alertness, Power Attack, Skill Focus (Hide)
Environment: Warm marshes
Organization: Solitary or colony (6–11)
Challenge Rating: 5
Advancement: 8–13 HD (Large); 14–20 HD (Huge)
Level Adjustment:

Dire crocodiles prey on just about anything that moves. They wait patiently for stalk a potential meal, striking whenever the creature lets down its guard.

Combat
A crocodile seeks to establish a hold upon an opponent with its mouth and drag it into deep water, attempting to pin it to the bottom until it drowns. Opponents that resist will be hit by death roll attacks.

A threatened crocodile defends itself with its jaws and tail. They can not attack the same opponent with both attacks, since these natural weapons threaten opposite ends of the crocodile.

Death Roll (Ex): A swimming dire crocodile can violently thrash its body to tear up any creature it holds in its jaws, dealing 2d6+15 damage if it succeeds on a grapple check.

Hold Breath (Ex): A crocodile can hold its breath for a number of rounds equal to 4 × its Constitution score before it risks drowning.

Improved Grab (Ex): To use this ability, a crocodile must hit with its bite attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it can follow up with normal grapple actions or its Death Roll special attack.

Ripplesense (Ex): A crocodile can detect disturbances in the water using vibration-sensitive pits in its scales. This functions like blindsense (q.v.), except the crocodile can only sense the location of creatures through water. It must itself be in contact with the water, and the creatures must be moving.

Skills: A crocodile has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. *A crocodile gains a +4 racial bonus on Hide checks when in the water. Further, a crocodile can lie in the water with only its eyes and nostrils showing, gaining a +10 cover bonus on Hide checks.

Dire Crocodile, Huge
Huge Animal (Dire)
Hit Dice: 14d8+84 (161 hp)
Initiative: +1
Speed: 20 ft. (4 squares), swim 30 ft.
Armor Class: 19 (–2 size, +1 Dex, +10 natural), touch 9, flat-footed 18
Base Attack/Grapple: +10/+26
Attack: Bite +21 melee (2d8+12/19–20) or tail slap +20 melee (2d6+6)
Full Attack: Bite +21 melee (2d8+12/19–20) and tail slap +15 melee (2d6+6)
Space/Reach: 15 ft./10 ft. (15 ft. with tail)
Special Attacks: Death roll (2d8+18), improved grab
Special Qualities: Hold breath, low-light vision, 60 ft. ripplesense
Saves: Fort +16, Ref +13, Will +10
Abilities: Str 35, Dex 12, Con 25, Int 1, Wis 12, Cha 6
Skills: Hide +7* [+11 in water, +21 when mostly submerged], Listen +7, Spot +8, Survival +2, Swim +20
Feats: Alertness, Improved Critical (bite), Power Attack, Skill Focus (Hide), Weapon Focus (bite)
Environment: Warm marshes
Organization: Solitary or colony (6–11)
Challenge Rating: 8
Advancement: 15–20 HD (Huge)
Level Adjustment:

Design Notes
I applied a homebrewed "Dire Animal" template to my Crocodile Redux, Large Crocodile Redux and Giant Crocodile Redux to come up with the basic stats. The tail-reach of the basic Dire Crocodile that resulted was tweaked to match the Large Crocodile Redux

Unfortunately, since I applied the template to different base creatures the original Advancements didn't match up, creating gaps between the various grades as follows:

Original:
Dire Crocodile: 7 HD; Advancement: 8–14 HD (Large); 15–21 HD (Huge)

Huge Dire Crocodile: 14 HD; Advancement: 15–28 HD (Huge), 29–42 HD (Gargantuan)
Giant Dire Crocodile: 21 HD; Advancement: 22–42 HD (Huge); 43–63 HD (Gargantuan)
Gargantuan Dire Crocodile: 29–42 HD
Gargantuan Giant Dire Crocodile: 43–63 HD

Revised:
Dire Crocodile: 7–13 HD
Huge Dire Crocodile: 14–20 HD (Intermediary to Giant)
Giant Dire Crocodile: 21–32 HD
Gargantuan Dire Crocodile: 33–48 HD

Build Notes

Skill Ranks: Hide 5, Listen 2, Spot 2, Survival 1.
Skill Ranks (Huge Dire Croc): Hide 7, Listen 4, Spot 5, Survival 1.
 
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Cleon

Hero
Dire Crocodile, Giant
Huge Animal (Dire)
Hit Dice: 21d8+168 (262 hp)
Initiative: +1
Speed: 20 ft. (4 squares), swim 30 ft.
Armor Class: 21 (–2 size,+1 Dex, +12 natural), touch 9, flat-footed 20
Base Attack/Grapple: +15/+37
Attack: Bite +28 melee (3d6+14/19-20) or tail slap +27 melee (2d8+7)
Full Attack: Bite +28 melee (3d6+14/19-20) and tail slap +22 melee (2d8+7)
Space/Reach: 15 ft./10 ft. (20 ft. with tail)
Special Attacks: Death roll (3d6+21), improved grab
Special Qualities: Damage reduction 3/–, hold breath, low-light vision, 60 ft. ripplesense
Saves: Fort +20, Ref +13, Will +13
Abilities: Str 39, Dex 12, Con 27, Int 1, Wis 12, Cha 6
Skills: Hide +9* [+13 in water, +23 when mostly submerged], Listen +8, Spot +8, Survival +2, Swim +22
Feats: Alertness, Cleave, Endurance, Improved Critical (bite), Power Attack, Skill Focus (Hide), Weapon Focus (bite)
Epic Feat: Damage Reduction
Environment: Warm marshes
Organization: Solitary or colony (6–11)
Challenge Rating: 11
Advancement: 22–32 HD (Huge); 33-48 HD (Gargantuan)
Level Adjustment:

These terrifying reptiles can be more than 40 feet long from nose to tail. The largest specimens can exceed 80 feet in length and eat tyrannosaurs for breakfast.

Combat
A crocodile seeks to establish a hold upon an opponent with its mouth and drag it into deep water, attempting to pin it to the bottom until it drowns. Opponents that resist will be hit by death roll attacks.

A threatened crocodile defends itself with its jaws and tail. They can not attack the same opponent with both attacks, since these natural weapons threaten opposite ends of the crocodile.

Death Roll (Ex): A swimming giant dire crocodile can violently thrash its body to tear up any creature it holds in its jaws, dealing 3d6+21 damage if it succeeds on a grapple check.

Hold Breath (Ex): A crocodile can hold its breath for a number of rounds equal to 4 × its Constitution score before it risks drowning.

Improved Grab (Ex): To use this ability, a crocodile must hit with its bite attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it can follow up with normal grapple actions or its Death Roll special attack.

Ripplesense (Ex): A crocodile can detect disturbances in the water using vibration-sensitive pits in its scales. This functions like blindsense (q.v.), except the crocodile can only sense the location of creatures through water. It must itself be in contact with the water, and the creatures must be moving.

Skills: A crocodile has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. *A crocodile gains a +4 racial bonus on Hide checks when in the water. Further, a crocodile can lie in the water with only its eyes and nostrils showing, gaining a +10 cover bonus on Hide checks.

Dire Crocodile, Gargantuan
Gargantuan Animal (Dire)
Hit Dice: 33d8+330 (478 hp)
Initiative: +1
Speed: 20 ft. (4 squares), swim 30 ft.
Armor Class: 23 (–4 size,+1 Dex, +16 natural), touch 7, flat-footed 22
Base Attack/Grapple: +24/+55
Attack: Bite +40 melee (4d6+19/19-20) or tail slap +39 melee (3d8+9)
Full Attack: Bite +40 melee (4d6+20/19-19) and tail slap +34 melee (3d8+9)
Space/Reach: 20 ft./15 ft. (30 ft. with tail)
Special Attacks: Death roll (4d6+28), improved grab
Special Qualities: Damage reduction 6/–, fast healing 3, hold breath, low-light vision, 60 ft. ripplesense
Saves: Fort +28, Ref +23, Will +23
Abilities: Str 49, Dex 13, Con 31, Int 1, Wis 12, Cha 6
Skills: Hide +13* [+17 in water, +27 when mostly submerged], Listen +10, Spot +10, Survival +2, Swim +27
Feats: Alertness, Cleave, Endurance, Improved Critical (bite), Power Attack, Skill Focus (Hide), Weapon Focus (bite)
Epic Feats: Damage Reduction ×2, Epic Reflexes, Epic Will
Environment: Warm marshes
Organization: Solitary or colony (6–11)
Challenge Rating: 16
Advancement: 34-48 HD (Gargantuan)
Level Adjustment:

Dire Crocodile, Gargantuan (Advanced)
Gargantuan Animal (Dire)
Hit Dice: 43d8+473 (666 hp)
Initiative: +2
Speed: 20 ft. (4 squares), swim 30 ft.
Armor Class: 24 (–4 size,+2 Dex, +16 natural), touch 8, flat-footed 22
Base Attack/Grapple: +32/+64
Attack: Bite +49 melee (6d6+20/19-20) or tail slap +48 melee (3d8+10)
Full Attack: Bite +49 melee (6d6+20/19-20) and tail slap +43 melee (3d8+10)
Space/Reach: 20 ft./15 ft. (30 ft. with tail)
Special Attacks: Death roll (6d6+30), improved grab
Special Qualities: Damage reduction 9/–, fast healing 3, hold breath, low-light vision, 60 ft. ripplesense
Saves: Fort +34, Ref +29, Will +28
Abilities: Str 50, Dex 14, Con 32, Int 1, Wis 12, Cha 6
Skills: Hide +16* [+20 in water, +30 when mostly submerged], Listen +14, Spot +14, Survival +2, Swim +28
Feats: Alertness, Cleave, Endurance, Improved Critical (bite), Improved Natural Attack (bite), Power Attack, Skill Focus (Hide), Weapon Focus (bite)
Epic Feats: Damage Reduction ×3, Epic Reflexes, Epic Will, Fast Healing, Great Constitution
Environment: Warm marshes
Organization: Solitary or colony (6–11)
Challenge Rating: 19
Advancement: 44-48 HD (Gargantuan)
Level Adjustment:

Design Notes
See the Dire Crocodile for general notes. The Challenge Ratings were what came out from standard advancement guidelines but I'm not entirely sure whether they're sound. The advanced versions can do a LOT of damage and have piles of hit points, but have no special defences to speak of and would easily fall to ability damage, although that weakness applies to numerous 3E monsters.

Incidentally, I initially statted up the 43 HD version because the original rough draft based on my homebrew Dire Animal template had Advancement 43-62 HD (Gargantuan), but when it came out with 666 hit points I was so amused I had to keep it.


Build Notes
Skill Ranks: Hide 13, Listen 5, Spot 5, Survival 1.

Advanced to 33 HD
Skill Ranks: Hide 21, Listen 7, Spot 7, Survival 1
Three ability increases from advancement applied to Strength (+1) and Dexterity (+1).

Advanced to 43 HD
Skill Ranks: Hide 23, Listen 11, Spot 11, Survival 1.
Five ability increases from advancement applied to Strength (+3) and Dexterity (+2).
 
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Cleon

Hero
ANIMALS
This category covers creatures from the Animal Appendix of the SRD. It also covers other real-world modern day animals, such as normal fish, birds, mammals and the like. Animals from different periods of time (such as Dinosaurs and Pleistocene fauna) are listed separately, as are fictional creatures with the Animal type barring a few exceptions that are already in the SRD Animal Appendix.

Design Notes
There are a few entries in the SRD Animal Appendix that have no living equivalent. Some, such as the Giant Crocodile and Giant Constrictor Snake are pretty good matches to extinct creatures (i.e. Sarcosuchus and Titanoboa respectively). The SRD's Giant Octopus and Giant Squid however are completely unrealistic. The Giant Squid bears little resemblance to an actual Architeuthis dux or Mesonychoteuthis hamiltoni and the Giant Octopus is even more unlike any known species of octopus.

Arguably a Redux version of such a creature should also be listed separately rather than as an "Animal - (Name)" but they'll be left with the Animal prefix for the sake of consistency.
 

Cleon

Hero
Octopus

Octopus Redux (Enteroctopus dofleini)
Small Animal (Aquatic)
Hit Dice: 2d8 (9 hp)
Initiative: +3
Speed: 10 ft. (2 squares), swim 30 ft.
Armor Class: 15 (+1 size, +3 Dex, +1 natural), touch 14, flat-footed 12
Base Attack/Grapple: +1/+8*
Attack: Arms +5 melee (0)
Full Attack: Arms +5 melee (0) and bite +0 melee (1d3)
Space/Reach: 5 ft./5 ft.
Special Attacks: Gnawing beak [grapple or +5 melee, 1d3+1], improved grab
Special Qualities: Chameleon, ink cloud, jet, low-light vision, rubbery body
Saves: Fort +3, Ref +6, Will +1
Abilities: Str 12, Dex 17, Con 11, Int 2, Wis 12, Cha 3
Skills: Climb +9, Escape Artist +13, Hide +15, Listen +3, Move Silently +6, Spot +5, Swim +11
Feats: Alertness, Blind-Fightᴮ, Weapon Finesseᴮ
Environment: Any aquatic
Organization: Solitary
Challenge Rating: 1
Advancement: 3 HD (Small); 4–6 HD (Medium)
Level Adjustment:

Octopuses are bottom-dwelling sea creatures that mostly feed on crustaceans and shellfish although they'll happily eat fish and fresh carrion if they can get it. They are dangerous only to their prey and usually try to escape if disturbed.

The strong grip of the suckers on an octopus's arms not only helps them hold prey but makes them good climbers. An octopus can pull itself onto dry land and drag itself about with its arms as long as it can hold its breath. An octopus’s tongue, called a radula, is covered in tiny teeth and can file through the hard shells that encase their preferred prey.

This octopus typically weighs around 30 pounds and has an arm span from 10 to 15 feet across.

Combat
An octopus only willingly attacks smaller animals for food and normally tries to flee or hide from an actual enemy. They will squeeze into crevices for protection, and some sand-dwelling octopuses may bury themselves, emerging a few feet away when it seems safer. A fleeing octopus usually covers its escape with an ink cloud and then speeds away using its jet ability.

Generally, an octopus only fights if cornered or compelled by an uncanny cause such as the summon nature's ally spell. In combat the animal tries to grapple opponents in its arms and then bite them, employing its improved grab then gnawing beak special attacks.

Chameleon (Ex): An octopus can change its colour, combined with a limited ability to alter its body-shape and texture this gives it a +8 racial bonus on Hide checks. The octopus does not need cover or concealment to attempt a Hide check if it can match the colour of its surroundings.

Gnawing Beak (Ex): An octopus can bite an opponent it is grappling as a primary attack (bite +5 melee for 1d3+1 damage) or by succeeding at an opposed grapple check (for the same damage). If the octopus spends a full-round attack to make the opposed grapple check, its gnawing beak damage ignores damage reduction and hardness of up to 8.

Improved Grab (Ex): To use this ability, an octopus must hit an opponent of any size with its arms attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can use Gnawing Beak.

*An octopus has a +10 racial bonus on grapple checks.

Ink Cloud (Ex): An octopus can emit a cloud of jet-black ink 10 feet high by 10 feet wide by 10 feet long once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): An octopus can jet backward once per round as a full-round action, at a speed of 200 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Rubbery Body (Ex): The only hard part of an octopus is its beak, the rest of its body is soft flesh the animal can contort through muscular action. This allows an octopus to squeeze through tiny gaps, passing through such openings as if it were a creature two sizes smaller than its actual size. An octopus's rubbery body grants it a +10 racial bonus on Escape Artist checks.

Skills: An octopus's chameleon ability gives it a +8 racial bonus on Hide checks and its rubbery body gives it a +10 racial bonus on Escape Artist checks.

An octopus has a +6 racial bonus on Climb checks and a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. An octopus can use either its Dexterity modifier or Strength modifier on Climb checks and Swim checks, whichever is better.

Octopus Notes
The above entry describes a particularly big octopus such as the real-world's Pacific giant octopus (Enteroctopus dofleini). There are numerous species of octopus, which live from the tropics to the frigid seas near the poles. Warm water species tend to be smaller. The majority of octopuses are far too small to pose any threat to a humanoid and are described below under the name "common octopus".

Ordinary octopuses are capable of remarkable colour-changes which they use for camouflage and signalling. An octopus intoxicated by drugs or poison may display weird colours and patterns it never normally shows. Some darkness dwelling octopus species can produce light. See the Squid Notes section of the separate Squid Redux entry for further information on cephalopod bioluminescence and colour-changing.

Most octopuses are nocturnal or live in the dark depths of the sea, few species are active in daylight, although some (including Enteroctopus dofleini) may occasionally roam around during the daylight hours, which is when these normally nocturnal animals are most likely to be observed by air-breathing humanoids.

An octopus typically lives in a den, in which they shelter when not out looking for food. The den could be any hole big enough to accommodate the octopus with an opening tight enough to discourage intruders. It is usually a reef-crevice or hole under a rock, but octopuses can adapt any suitable hollow object into a home, such as empty giant shells or jars and buckets dropped in the sea. When the octopus catches prey it normally retreats to the safety of its den to eat, then discards any inedible remains in a midden-pile outside its home.

Octopuses can be surprisingly intelligent, able to solve simple puzzles and learn tricks, examples include blocking their den's entrance with rubble or a "door" (many species); gathering shells or nuts to use as portable shelters (multiple species, e.g. Amphioctopus marginatus); opening sealed jars and manipulating such tools as bolts or valves (several species); or even wielding a man-of-war jellyfish's severed tentacle as both protective canopy and venomous weapon (the common blanket octopus Tremoctopus violaceus).

The majority of octopus species are short-lived and grow very quickly. A big octopus like Enteroctopus dofleini has a lifespan of 3 to 5 years, while smaller octopuses only live a year or two. Species that live in very cold water have far slower metabolisms and consequently grow very slowly, meaning they need more time to complete their lifecycle and may live years longer, although surface sages who study octopuses currently do not know how long. One Graneledone boreopacifica octopus mother was observed to take 53 months (almost 4½ years!) just to brood her eggs, implying a lifespan of 15 years or more.

Octopuses only reproduce once in their lifetime; males die after a mating season of a few months, which involves courtship displays followed by the use of a specialised arm called a hectocotylus to insert spermatophores into a female's mantle. One reason the male use their long hectocotylus to mate is their partners often try to eat him afterwards. Females may mate with multiple males, storing their sperm-packet internally before fertilizing and laying eggs which she usually nurtures in her den, dying shortly after they hatch. In areas where the sea floor has no den sites a mother octopus may simply sit on her clutch like a tentacular chicken. A mother octopus belonging to a free-swimming open ocean species typically cradles the eggs in her arms or broods them inside her mantle as she floats about.

All known octopuses can inject venomous saliva through wounds inflicted with their beaks. Standard octopuses have not been given a poison special attack due to a lack of accounts of anyone ever being poisoned by an octopus bite. A noteworthy exception are the blue-ringed octopuses (Hapalochlaena sp.), a lethally venomous genus which is described in a separate entry.

Medium Octopus Redux
Medium Animal (Aquatic)
Hit Dice: 4d8+4 (22 hp)
Initiative: +3
Speed: 10 ft. (2 squares), swim 30 ft.
Armor Class: 14 (+3 Dex, +1 natural), touch 13, flat-footed 11
Base Attack/Grapple: +3/+16*
Attack: Arms +6 melee (0)
Full Attack: Arms +6 melee (0) and bite +2 melee (1d4+1)
Space/Reach: 5 ft./5 ft. (10 ft. with arms)
Special Attacks: Gnawing beak [grapple or +7 melee, 1d4+3], improved grab
Special Qualities: Chameleon, ink cloud, jet, low-light vision, rubbery body
Saves: Fort +5, Ref +7, Will +2
Abilities: Str 16, Dex 16, Con 13, Int 2, Wis 12, Cha 3
Skills: Climb +9, Escape Artist +13, Hide +13, Listen +3, Move Silently +6, Spot +5, Swim +11
Feats: Alertness, Blind-Fightᴮ, Weapon Focus (bite)
Environment: Any aquatic
Organization: Solitary
Challenge Rating: 2
Advancement: 5–6 HD (Medium)
Level Adjustment:

This is simply a standard octopus advanced to Medium size.

Medium sized octopuses may weigh from 100 to 400 pounds, although it's extraordinarily rare for them to exceed 175 pounds, they have arms spans from 20 to 30 feet across.

Combat
A Medium octopus has improved reach with its arms. Their special abilities are identical to its normal-sized kin save for the following improvements:

Gnawing Beak (Ex): Bite +7 melee (1d4+3) against grappled foes.

Ink Cloud (Ex): A Medium octopus can emit a cloud of jet-black ink 15 feet high by 15 feet wide by 15 feet long.
 

Cleon

Hero
Common Octopus
Tiny Animal (Aquatic)
Hit Dice: 1d8–1 (3 hp)
Initiative: +3
Speed: 10 ft. (2 squares), swim 30 ft.
Armor Class: 15 (+2 size, +3 Dex), touch 15, flat-footed 12
Base Attack/Grapple: +0/+5*
Attack: Arms +5 melee (0)
Full Attack: Arms +5 melee (0) and bite +0 melee (1)
Space/Reach: 2½ ft./0 ft.
Special Attacks: Gnawing beak [grapple or +5 melee, 1 damage], improved grab
Special Qualities: Chameleon, ink cloud, jet, low-light vision, rubbery body
Saves: Fort +1, Ref +5, Will +1
Abilities: Str 6, Dex 17, Con 9, Int 2, Wis 12, Cha 3
Skills: Climb +9, Escape Artist +13, Hide +17, Listen +3, Move Silently +5, Spot +5, Swim +11
Feats: Alertness, Blind-Fightᴮ, Weapon Finesseᴮ
Environment: Any aquatic
Organization: Solitary
Challenge Rating: 1/6
Advancement:
Level Adjustment:

This entry describes an ordinary octopus of respectable size. They are often caught and eaten by humanoids, one octopus is enough to provide a substantial meal.

A common octopus weighs a few pounds and has an arm span of 3 to 5 feet.

Combat
These timid animals prefer to flee and hide rather than fight. Despite their modest size, a common octopus's suckered arms allow it to grapple opponents with remarkable tenacity.

Chameleon (Ex): A common octopus can change its colour, combined with a limited ability to alter its body-shape and texture this gives it a +6 racial bonus on Hide checks. The octopus does not need cover or concealment to attempt a Hide check if it can match the colour of its surroundings.

Gnawing Beak (Ex): A common octopus can bite an opponent it is grappling as a primary attack (bite +5 melee for 1 damage) or by succeeding at an opposed grapple check (for the same damage). If the common octopus spends a full-round attack to make the opposed grapple check, its gnawing beak damage ignores damage reduction and hardness of up to 6.

Improved Grab (Ex): To use this ability, an octopus must hit an opponent of any size with its arms attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can use Gnawing Beak.

*A common octopus has a +15 racial bonus on grapple checks.

Ink Cloud (Ex): A common octopus can emit a cloud of jet-black ink 5 feet high by 5 feet wide by 5 feet long once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): An octopus can jet backward once per round as a full-round action, at a speed of 200 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Rubbery Body (Ex): The only hard part of an octopus is its beak, the rest of its body is soft flesh the animal can contort through muscular action. This allows an octopus to squeeze through tiny gaps, passing through such openings as if it were a creature two sizes smaller than its actual size. An octopus's rubbery body grants it a +10 racial bonus on Escape Artist checks.

Skills: A common octopus's chameleon ability gives it a +6 racial bonus on Hide checks and its rubbery body gives it a +10 racial bonus on Escape Artist checks.

An octopus has a +6 racial bonus on Climb checks and a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. An octopus can use either its Dexterity modifier or Strength modifier on Climb checks and Swim checks, whichever is better.

Diminutive Common Octopus
Diminutive Animal (Aquatic)
Hit Dice: ½d8–1 (1 hp)
Initiative: +2
Speed: 10 ft. (2 squares), swim 30 ft.
Armor Class: 16 (+4 size, +2 Dex), touch 16, flat-footed 14
Base Attack/Grapple: +0/–1*
Attack: Arms +6 melee (0)
Full Attack: Arms +6 melee (0) and bite +1 melee (0)
Space/Reach: 1 ft./0 ft.
Special Attacks: Gnawing beak [grapple or +6 melee, 0 damage], improved grab
Special Qualities: Chameleon, ink cloud, jet, low-light vision, rubbery body
Saves: Fort +1, Ref +4, Will +1
Abilities: Str 2, Dex 15, Con 9, Int 2, Wis 12, Cha 3
Skills: Climb +8, Escape Artist +12, Hide +18, Listen +3, Move Silently +4, Spot +5, Swim +10
Feats: Alertness, Blind-Fightᴮ, Weapon Finesseᴮ
Environment: Any aquatic
Organization: Solitary
Challenge Rating: 1/10
Advancement:
Level Adjustment:

Diminutive common octopuses weigh less than a pound and have arm spans of 2 feet or less. Many octopuses are even smaller and are Fine size, the Social Octopus entry in the Octopus Curiosities section is an example of such an animal.

Combat
A Diminutive octopus is incapable of injuring a humanoid-sized opponent, so will always prefer to flee and hide rather than fight. At most, a desperate Diminutive octopus might try grappling such an enemy in an attempt to position itself somewhere it cannot be attacked, usually by seeking to cling onto somewhere the octopus thinks will be safer. Their suckered arms allow them to grapple opponents and objects with remarkable tenacity.

Chameleon (Ex): A Diminutive octopus can change its colour, combined with a limited ability to alter its body-shape and texture this gives it a +4 racial bonus on Hide checks. The octopus does not need cover or concealment to attempt a Hide check if it can match the colour of its surroundings.

Improved Grab (Ex): To use this ability, an octopus must hit an opponent of any size with its arms attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold.

*A common octopus has a +15 racial bonus on grapple checks.

Ink Cloud (Ex): A Diminutive octopus can emit a cloud of jet-black ink 2 feet high by 2 feet wide by 2 feet long once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): An octopus can jet backward once per round as a full-round action, at a speed of 200 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Rubbery Body (Ex): The only hard part of an octopus is its beak, the rest of its body is soft flesh the animal can contort through muscular action. This allows an octopus to squeeze through tiny gaps, passing through such openings as if it were a creature two sizes smaller than its actual size. An octopus's rubbery body grants it a +10 racial bonus on Escape Artist checks.

Skills: A Diminutive common octopus's chameleon ability gives it a +4 racial bonus on Hide checks and its rubbery body gives it a +10 racial bonus on Escape Artist checks.

An octopus has a +6 racial bonus on Climb checks and a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. An octopus can use either its Dexterity modifier or Strength modifier on Climb checks and Swim checks, whichever is better.
 

Cleon

Hero
Octopus Variants
Rules for a few interesting octopus variants can be found under Ink Variants, Gelatinous Cephalopod and Glass Cephalopod in the Cephalopod Variants section of the separate Squid Redux entry.

Arm-Shedding Octopus
Some octopuses have the ability to deliberately shed their arms like some lizards can shed their tails, and for the same reason – it's better to lose an appendage that'll regrow in a few weeks than be eaten. The arm separates at a special break-point close to the body that prevents the octopus suffering much blood-loss or trauma when it sheds an arm. A shed arm will move by itself for some time under the control of its own nerve-ganglia, which increases its value as a distraction.

In some species of octopus, a male octopus will shed his hectocotylus "mating tentacle" and leave it inside the female's mantle. If the hectocotylus is the only limb the species can shed it does not belong to the Arm-Shedding Octopus variant, which only applies to cephalopods who can deliberated shed any of their limbs.

An arm-shedding octopus gains the following special quality.

Shed Limb (Ex): The octopus can detach an arm as part of a move action. The octopus does not take damage like it would if the arm were severed or broken by injury. If the octopus is being held by an opponent, it can make a grapple check to escape the hold as a free action (which automatically succeeds if the opponent's only hold is the arm the octopus sheds). The shed arm squirms about for 1d20 minutes, reflexively recoiling from uncomfortable stimuli such as being attacked, damaged or just roughly bumped into. The creature regrows shed limbs in 1d10+10 days.

An arm-shedding octopus is often an Elongated Octopus (see below).

Elongated Octopus (Long-Armed Octopus)
The Small and Medium versions of the standard octopus presented above already have relatively long arms, but some octopus species have arms that are proportionally even longer relative to their bodies.

Note that a "Short-Armed Octopus" would have the same arm reach as a regular octopus unless it was Medium sized, in which case it would have a 5 foot Reach with its arms. Such a "Medium Compact Octopus" would still be Challenge Rating 2, although it would be towards the least powerful end of the CR 2 range.

An elongated octopus has a Strength 2 points lower than a normal octopus and has a Reach with its arms equal to double its Space (except for Medium elongated octopuses, which have a 15 foot arm Reach).

If an elongated octopus already has a hold on an opponent in the water when it makes a grapple check during a standard or full attack, it can automatically reduce the distance between it and its opponent by a distance of up to 20 feet, either by moving towards its opponent or pulling them closer with its limbs. The movement may affect the octopus, the opponent or both. If this movement pulls an opponent into the Reach of its bite attack the elongated octopus is able to make attacks-of-opportunity with that natural weapon.

An opponent can attack an elongated octopus’s arms with a sunder attempt as if they were weapons, the arms of an elongated octopus have 4 hit points each for a Medium octopus, 2 hp for Small, and 1 hp for Tiny or smaller elongated octopuses. If an elongated octopus is currently grappling a target with the appendage that is being attacked, it usually uses another limb to make its attack of opportunity against the opponent making the sunder attempt.

Severing an elongated octopus's limbs deals damage to the creature; a severed arm results in 2 point of damage for Medium octopuses, 1 point of damage for Small, and no damage for Tiny or smaller octopuses. Severed arms only affect an elongated octopus once it loses four arms, which applies a –2 penalty to the octopus's arms attack rolls and grapple checks, if it loses four or more arms the penalty to grapple checks becomes equal to the number of severed arms, if it loses all eight arms the elongated octopus becomes unable to make arms attacks.

An elongated octopus usually withdraws from combat if it loses four arms. The creature regrows severed limbs in 1d10+10 days.

This results in the following changes to the octopus's statistics:

Elongated Octopus Table
Size
CR
Str
Grapple
SwimArmsBiteGnawing Beak
Medium
2
14
+15*
+11
Reach 15 ft. +6 melee (0)+2 melee (1d4)+7 melee (1d4+2)
Small
1
10
+7*
+11
Reach 10 ft. +5 melee (0)+0 melee (1d3)+5 melee (1d3)
Tiny
1/3
4
+4*
+11
Reach 5 ft. +5 melee (0)+0 melee (1)+5 melee (1)
Diminutive
1/10
1
–2*
+10
Reach 0 ft. +6 melee (0)+1 melee (0)+6 melee (0)
* Grapple modifier includes a racial bonus of +10 for Medium and Small elongated octopuses and +15 for Tiny or smaller ones.

An elongated octopus is often an Arm-Shedding Octopus (see above) and may also be a Gelatinous Cephalopod and Glass Cephalopod as described in the Cephalopod Variants section of the separate Squid Redux entry. A glass octopus or gelatinous octopus that is elongated is almost always fragile as well (see the Fragile Gelatinous Cephalopod subentry of Squid Redux). The Long-Armed Squid entry in Squid Redux could be transformed into an octopus with unbelievably long arms simply by reducing their number to eight (so the "1d10 arms" becomes 1d8 and the "1d6 arms" becomes 1d4).

Glass Octopus
Typical Glass Cephalopod octopuses such as the glass octopus (Vitreledonella richardi) and telescope octopus (Amphitretus pelagicus) have the following statistics:

Diminutive Fragile Glass Octopus (Diminutive Animal (Aquatic); Hit Dice: ½d8–1 (1 hp); Init: +1; Speed: Swim 20 ft. (4 squares); AC: 15 (+4 size, +1 Dex), touch 15, flat-footed 14; BAB/Grapple: +0/–5*; Attack: Arms +5 melee (0); Full Attack: Arms +5 melee (0) and bite +0 melee (0); Space/Reach: 1 ft./0 ft.; Special Attacks: Gnawing bite [grapple or +5 melee (0)], improved grab; Special Qualities: Chameleon translucency, fragility [+50% damage from bludgeoning/piercing/slashing], ink cloud [2 ft. cube], jet [speed 150 ft.], revolting taste, rubbery body, superior low-light vision [×3 distance in dim light]; Saves: Fort +1, Ref +3, Will +1; Abilities: Str 1, Dex 13, Con 9, Int 2, Wis 12, Cha 3; Skills: Escape Artist +11, Hide +29, Listen +3, Move Silently +3, Spot +5, Swim +9; Feats: Alertness, Blind-Fightᴮ, Weapon Finesseᴮ; CR: 1/8)

*A diminutive glass octopus has a +13 racial bonus on grapple checks.

Chameleon Translucency (Ex): A Diminutive glass octopus can change its colour and translucency as well as produce counter-illuminating bioluminescence, this gives it a racial bonus on Hide checks of +16. The cephalopod does not need cover or concealment to attempt a Hide check. A glass cephalopod gains a +2 bonus on attack rolls against sighted opponents who fail to pinpoint the cephalopod's location with a Spot check, such opponents also have a 25% miss chance when attacking the glass cephalopod.

Fragility (Ex): This cephalopod is vulnerable to all types of weapon damage (bludgeoning, piercing and slashing) and take half again as much damage from such effects. If attacked by a weapon that does nonlethal damage like a sap or unarmed strike, the additional 50% damage is lethal damage (the first 100% remains nonlethal).

Revolting Taste (Ex): While the majority of aquatic creatures can stomach the ammonia-rich flesh of a gelatinous cephalopod non-aquatics find them uneatable. A normal air-breathing creature hungry enough to ignore the foul reek and eat the flesh will immediately vomit it back up and be sickened for 1d3 rounds. There are some air-dwelling creatures able to eat gelatinous cephalopods, such as otyughs and some squid-eating seabirds.

Superior Low-Light Vision (Ex): A Diminutive glass octopus can see three times as far as a human can in dim light.
 

Cleon

Hero
Octopus Curiosities
Here are a few species of octopus notable for their unusual behaviour which might rate the addition of a minor special ability.

Coconut Octopus
The veined octopus (Amphioctopus marginatus) is also called the coconut octopus, for reasons that will become apparent.

Most octopuses have a tendency to hide inside containers if threatened, and may use shells, nuts or jetsam like jars or cups for this – any shelter will do in a pinch. The coconut octopus is unusual in that it will carry such a shelter about with it during its normal routine. Veined octopuses have a preference for coconut shells, which have the advantages of being just the right size and abundant in the coastal tropical waters the species inhabits. The octopus will even seek out two matching halves of coconut shell so it can clamp them together while inside, if it only has a single half-coconut or a large seashell or the like it will hide underneath its shelter instead.

These shelters are too cumbersome for coconut octopuses to easily swim while carrying them, so Amphioctopus marginatus normally walks about the sea floor using two of its arms. If it has two coconut-halves it may carry them separately or tuck one half inside the other; they also sometimes hold the two halves together and roll along the ground inside the "ball", leaving enough of a gap to see outside.

According to legend, a coconut octopus will crawl onto beaches or even climb coconut palms to collect coconuts, but this unlikely behaviour has never been reliably reported in the real world.

The coconut octopus is a Diminutive octopus that lives on the floor of sandy or muddy bays and lagoons in tropical South seas. A typical coconut shell is hardness 5, hit points 3. Forcing open a coconut while the octopus is inside holding the halves closed requires beating the animal in a grapple check contest.

Imitating Octopus
A couple of species of octopus – the mimic octopus (Thaumoctopus mimicus) and wunderpus octopus (Wunderpus photogenicus) – use the chameleon ability commonly possessed by cephalopods in an extraordinary way. Rather than merely camouflaging themselves as part of their environment, these octopuses camouflage themselves as other animals. Imitating octopuses can still camouflage themselves like normal octopuses do, by pretending to be part of the terrain or a piece of flotsam, but may prefer their trick of imitation.

An imitating octopus uses this ability to mimic poisonous sea creature to dissuade predators from attacking it. They octopuses can imitate many different venomous animals by flexing its boneless body and limbs into an approximation of their shape: flattening themselves to look like a venomous zebra sole (Zebrias sp), spreading their arms to resemble spines like a lion fish (Pterois) or trailing them like a jellyfish, and ever hiding their body and waving two arms to mimic the head and tail halves of a sea snake (Hydrophiinae). They also change colour and, most importantly, move like the imitated creature. The masquerade still lacks details and an intelligent observer is unlikely to be fooled, especially as imitating octopuses frequently switch from one animal-disguise to another. While an animal might not wonder why the "lion-fish" it just avoided was a "snake" a few seconds ago, even a dim-witted humanoid is likely to notice. It's possible the octopuses' rapid shape-switching is an attempt to find a venomous disguise that's effective. They can mimic a particular animal if it's appropriate to the situation (i.e. becoming a sea snake to scare off damselfish which sea snakes prey upon). It's unknown how much of their mimicry is a deliberate decision and how much is purely instinctive, or whether they can learn to imitate additional creatures or have a set repertoire.

Both species of imitating octopuses are modest size creatures with bodies only a few inches long and armspans of about two feet. The tentacles are fairly long and thin, about the thickness of a pencil at their base. They live in tropical waters on shallow muddy seafloors, usually less than 50 feet deep and prefer estuaries and coastal areas near rivers, such habitats usually have abundant little fish and crustaceans for octopuses to prey upon.

Of the two species, the mimic octopus is the most adept. Unlike most octopuses, Thaumoctopus mimicus is active during the day, making its disguise ability very useful. They are known to be able to imitate seventeen different venomous animals and will imitate non-venomous sea creatures as well, and individuals have been observed mimicking three-dozen or so different species, including sessile (stationary) creatures like tube worms or sponges to disguise themselves as "living scenery". They also use mimicry for hunting, for example they might stalk up to a crab while disguised as a fellow crustacean interested in mating. The default colouration of a mimic octopus is white or beige with sandy-brown or ochre-brown markings – rings on their tentacles and splotches on their body. This serves as good camouflage on the turbid muddy seafloors that are their favoured habitat. Like many sand-dwelling octopuses they may bury themselves to escape threats.

Curiously, there's a species of fish that mimics the mimic octopus – the harlequin jawfish (Stalix histrio). This shy animal has a brown-and-beige colouration like a mimic octopus and may swim very close to the Thaumoctopus, appearing to be part of its body. What it does when the octopus changes colour hasn't been observed yet. Stalix histrio live in burrows they retreat into when threatened.

Wunderpus are nocturnal as is normal for octopuses. Its default colouration is a distinctive white and rust-brown, with rings and splotches on their arms and large white spots on their body. The pattern of these markings is unique to each individual, which is helpful for scholars who study them. The ink sac is vestigial and Wunderpus photogenicus cannot produce ink clouds, which is unusual but not unheard of in octopuses (see Inkless Cephalopod under Ink Variants in the separate Squid Redux entry). Wunderpus can shed arms to escape predators (see Arm-Shedding Octopus above). A final noteworthy piece of behaviour is wunderpus are aggressive towards other octopuses (including Thaumoctopus mimicus) and may try to asphyxiate them by looping their longest arm around the mantle-opening of their opponent, stopping the opposing octopus "inhaling" water over its gills. This could be resolved by using the suffocation rules if the wunderpus achieve a pin against an octopus it is grappling.

To create an imitating octopus, add the following special quality:

Chameleon Mimicry (Ex): By altering the shape and colour of its body and tentacles the octopus can imitate the appearance and movement of another species of aquatic animal. Anyone who examines the octopus can detect the ruse with a successful Spot check opposed by the octopus’s Disguise check. Typical octopuses have no skill ranks in Disguise, giving them a Disguise skill check of –4. However, imitating octopus gain racial bonuses on their chameleon mimicry Disguise checks; against nonintelligent creatures it has a +16 bonus (Disguise +12), against dim animal intelligence (Int 1) a +12 bonus (Disguise +8), against smart animal intelligence (Int 2) a +8 bonus (Disguise +4), and against intelligent creatures a +4 bonus (Disguise +0).

Sample Imitating Octopuses
A typical imitating octopus is a Diminutive octopus with the following statblock:

Diminutive Imitating Octopus (Diminutive Animal (Aquatic); Hit Dice: ½d8–1 (1 hp); Init: +1; Speed: 10 ft. (2 squares), swim 30 ft.; AC: 16 (+4 size, +2 Dex), touch 16, flat-footed 14; BAB/Grapple: +0/–1*; Attack: Arms +6 melee (0); Full Attack: Arms +6 melee (0) and bite +1 melee (0); Space/Reach: 1 ft./0 ft.; Special Attacks: Gnawing bite [grapple or +6 melee (0)], improved grab; Special Qualities: Chameleon, chameleon mimicry [Disguise +0; +4 vs Int 2, +8 vs Int 1, +12 vs Int 0], ink cloud [2 ft. cube], jet [speed 200 ft.], rubbery body, low-light vision; Saves: Fort +1, Ref +4, Will +1; Abilities: Str 2, Dex 15, Con 9, Int 2, Wis 12, Cha 3; Skills: Climb +8, Disguise –4* [see chameleon mimicry] Escape Artist +12, Hide +18, Listen +3, Move Silently +4, Spot +5, Swim +10; Feats: Alertness, Blind-Fightᴮ, Weapon Finesseᴮ; CR: 1/10)

The peculiar quirks of the known species of imitating octopus could be represented by giving them the mimic octopus Skill Focus (Disguise) as a bonus feat and giving the wonderpus a tweak to its grapple racial bonus plus the Inkless Cephalopod and Arm-Shedding Cephalopod variants, which will produce the following statblocks:

Mimic Octopus (Thaumoctopus mimicus) (Diminutive Animal (Aquatic); Hit Dice: ½d8–1 (1 hp); Init: +1; Speed: 10 ft. (2 squares), swim 30 ft.; AC: 16 (+4 size, +2 Dex), touch 16, flat-footed 14; BAB/Grapple: +0/–1*; Attack: Arms +6 melee (0); Full Attack: Arms +6 melee (0) and bite +1 melee (0); Space/Reach: 1 ft./0 ft.; Special Attacks: Gnawing bite [grapple or +6 melee (0)], improved grab; Special Qualities: Chameleon, chameleon mimicry [Disguise +3; +7 vs Int 2, +11 vs Int 1, +15 vs Int 0], ink cloud [2 ft. cube], jet [speed 200 ft.], rubbery body, low-light vision; Saves: Fort +1, Ref +4, Will +1; Abilities: Str 2, Dex 15, Con 9, Int 2, Wis 12, Cha 3; Skills: Climb +8, Disguise –1* [see chameleon mimicry] Escape Artist +12, Hide +18, Listen +3, Move Silently +4, Spot +5, Swim +10; Feats: Alertness, Blind-Fightᴮ, Skill Focus (Disguise)ᴮ, Weapon Finesseᴮ; CR: 1/10)

Wunderpus (Wunderpus photogenicus) (Diminutive Animal (Aquatic); Hit Dice: ½d8–1 (1 hp); Init: +1; Speed: 10 ft. (2 squares), swim 30 ft.; AC: 16 (+4 size, +2 Dex), touch 16, flat-footed 14; BAB/Grapple: +0/–1* [+4 vs octopuses]; Attack: Arms +6 melee (0); Full Attack: Arms +6 melee (0) and bite +1 melee (0); Space/Reach: 1 ft./0 ft.; Special Attacks: Gnawing bite [grapple or +6 melee (0)], improved grab [+15 grapple, +20 vs other octopuses]; Special Qualities: Arm-shedding, chameleon, chameleon mimicry [Disguise +0; +4 vs Int 2, +8 vs Int 1, +12 vs Int 0], jet [speed 200 ft.], rubbery body, low-light vision; Saves: Fort +1, Ref +4, Will +1; Abilities: Str 2, Dex 15, Con 9, Int 2, Wis 12, Cha 3; Skills: Climb +8, Disguise –4* [see chameleon mimicry] Escape Artist +12, Hide +18, Listen +3, Move Silently +4, Spot +5, Swim +10; Feats: Alertness, Blind-Fightᴮ, Weapon Finesseᴮ; CR: 1/10)

Social Octopus
This octopus is so unlike other species that when its discoverer first reported it, his scientific colleagues dismissed his account out of hand. Known in the real world as the larger Pacific striped octopus (or LPSO) is currently undescribed so has no taxonomic name, but likely belongs to the genus Octopus. This octopus lives on muddy or sandy shallow sea floors about 150 feet deep, particularly at the mouths of rivers. They are miniscule animals with armspans less than a foot across, their bodies are usually up to 3 inches long for females and 2 inches for males, a particularly large specimen was reported to be about 4 inches long.

These cephalopods look perfectly ordinary, what's so odd about them is how they behave. Unlike all other species, this octopus is not a cannibalistic loner but highly gregarious, living in colonies of up to 40 adults sharing the same area with individual dens about 3 feet from each other. LPSO live up to 2 years or so. They do not die shortly after mating like most cephalopods, and females can reproduce several times in succession rather than perishing after the first clutch of eggs. Even more incredibly, male and female LPSO form pair bonds and the mated pairs cohabit in the same den, sharing food and den-cleaning chores while the female lays and broods her egg clutches. Mated pairs usually mate once each day, and rather than cautiously inserting his hectocotylus and then fleeing like a standard octopus coupling, the pair mate face-to-face, "kissing" with their beaks. This behaviour means all of the eggs are likely to have been fertilized by one male, unlike normal octopuses were the female tend to breed with multiple partners.

Like most bottom-dwelling octopuses, the LPSO prefers to eat crustaceans such as crabs and shrimp. They have a favoured trick to capture the latter. The octopus slinks up to the shrimp, hunching down to reduce its profile and stretches out an arm to reach over the shrimp to tap the crustacean on its far side. The startled shrimp flees, usually running straight into the octopus's other arms. They do not use this tactic to hunt larger animals such as crabs, possibly because they're more dangerous and might injure the octopus on its arm.

It's interesting to compare this real-life animal to the SRD's giant octopus, which can be encountered in small groups, and Dragon Magazine #190's deep-dwelling octopus, an intelligent social creature that lives in peaceful communities on the sea floor at abyssal depths. 3E conversion of the Deep-Dweller appear in the Creature Catalog and my Cleon Specials.

Organization: Solitary, embrace (2–20) or coil (20–40).

LPSO (Fine Animal (Aquatic); Hit Dice: ¼d8–1 (1 hp); Init: +2; Speed: Swim 10 ft., swim 30 ft.; AC: 20 (+8 size, +2 Dex), touch 20, flat-footed 18; BAB/Grapple: +0/–6*; Attack: Arms +3 melee (0); Full Attack: Arms +3 melee (0) and bite –2 melee (0); Space/Reach: 1 ft./0 ft., Special Attacks: Gnawing bite [grapple or +3 melee (0)], improved grab; Special Qualities: Chameleon [+4 racial bonus to Hide], ink cloud [1 ft. cube], jet [speed 150 ft.], rubbery body, superior low-light vision; Saves: Fort +1, Ref +3, Will +1; Abilities: Str 1, Dex 15, Con 11, Int 2, Wis 12, Cha 8; Skills: Escape Artist +12, Hide +22, Listen +3, Move Silently +3, Spot +5, Swim +10; Feats: Alertness, Blind-Fightᴮ; CR: 1/12)

*A LPSO has a +15 racial bonus on grapple checks.
 
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Cleon

Hero
Design Notes
The SRD Octopus is actually extremely big for an octopus. The Pacific Giant Octopus Enteroctopus dofleini, formerly also known as Octopus Apollyon, is the only species I could find that normally reaches such a size, although I suppose exceptional specimens of some other octopuses might grow that big – a few other species of Enteroctopus seem the most likely candidates.

I see no justification for the SRD Octopus having a +2 natural armour bonus. Although their bodies are surprisingly tough and elastic, their skin is certainly not as tough to penetrate as, say, a decent sized Dog, which has a +1 natural armour bonus in the SRD.

The Gnawing Beak ability was substituted for the SRD Octopus's automatic bite damage during a grapple since I prefer there to be some random element in whether the octopus can inflict damage or not. It went through a lot of iterations during which I considered whether it should require a grapple check instead or as well, i.e.:

Gnawing Beak (Ex) #1: An octopus can bite an opponent it is grappling as a primary attack (bite +5 melee for 1d3+1 damage).


Gnawing Beak (Ex) #2: An octopus can bite an opponent it is grappling by succeeding at an opposed grapple check, dealing damage as a primary attack (bite 1d3+1).

Gnawing Beak (Ex) #3: An octopus can bite an opponent it is grappling as a primary attack (bite +5 melee for 1d3+1 damage) or by succeeding at an opposed grapple check (for the same damage).

The penetrating hardness was a late addition based on real-life octopodes’ talent for gnawing through tough shells to get at the juicy meat inside.

In earlier drafts the Octopus Redux had the All-Around Tentacles special ability of the Giant Octopus Redux but eventually I decided that was going too far even for me.

I pretty much only added the Larger Pacific Striped Octopus because it's such a cool animal, there's little chance stats for one would actually be used during a D&D session.

A Mimic Octopus though might have some slight relevance.

Incidentally, an earlier version of Chameleon Mimicry allowed the octopus to substitute Hide for Disguise, but eventually I decided that was pointless.


Chameleon Mimicry (Ex): By altering the shape and colour of its body and tentacles the octopus can imitate the appearance and movement of another species of aquatic animal. Anyone who examines the octopus can detect the ruse with a successful Spot check opposed by the octopus’s Disguise check. An imitating octopus can substitute its Hide skill ranks for its Disguise skill ranks when calculating its chameleon mimicry Disguise check if it has more ranks in Hide. If it uses Hide skill ranks, abilities that modify Disguise checks such as the Deceitful feat still apply to the chameleon mimicry check while abilities that modify Hide checks such as the Stealthy feat are irrelevant. The imitating octopus has a +# racial bonus on chameleon mimicry Disguise checks, but a –# penalty applies to checks against creature of smart animal intelligence (Int 2), which worsens to –# against intelligent creatures.

Skill Breakdown:
Octopus (5 SPs): Climb 0S+Dex3+6R, Escape Artist 0S+Dex3+10R, Hide 0S+Dex3+4size+8chameleon, Listen 0S+Wis1+Alertness2, Move Silently 3S+Dex3, Spot 2S+Wis1+Alertness2, Swim 0S+Dex3+8R
Medium Octopus (7 SPs): Climb 0S+Str3+6R, Escape Artist 0S+Dex3+10R, Hide 2S+Dex3+8chameleon, Listen 0S+Wis1+Alertness2, Move Silently 3S+Dex3, Spot 2S+Wis1+Alertness2, Swim 0S+Str3+8R; 3 HD ability advancement in Dex
Common Octopus (4 SPs): Climb 0S+Dex3+6R, Escape Artist 0S+Dex3+10R, Hide 0S+Dex3+8size+6chameleon, Listen 0S+Wis1+Alertness2, Move Silently 2S+Dex3, Spot 2S+Wis1+Alertness2, Swim 0S+Dex3+8R
Diminutive Octopus (4 SPs): Climb 0S+Dex2+6R, Escape Artist 0S+Dex2+10R, Hide 0S+Dex2+12size+4chameleon, Listen 0S+Wis1+Alertness2, Move Silently 2S+Dex2, Spot 2S+Wis1+Alertness2, Swim 0S+Dex2+8R
 

Cleon

Hero
Giant Octopus Redux
Large Animal (Aquatic)
Hit Dice: 8d8+16 (52 hp)
Initiative: +2
Speed: 10 ft. (2 squares), climb 10 ft., swim 30 ft.
Armor Class: 15 (–1 size, +2 Dex, +4 natural), touch 11, flat-footed 13
Base Attack/Grapple: +6/+15 [+1 per tentacle]
Attack: Tentacle +10 melee (1d4+5)
Full Attack: 2 primary tentacles +10 melee (1d4+5) and 6 tentacles +8 melee (1d4+2) and bite +8 melee (2d6+2)
Space/Reach: 10 ft./5 ft. (20 ft. with tentacle)
Special Attacks: All-around tentacles, constrict [1d4+4 plus 1d4/extra tentacle], expert grappler, gnawing beak [grapple or +10 melee, 2d6+5], improved grab
Special Qualities: Chameleon, DR 5/slashing or piercing, ink cloud, jet, low-light vision, rubbery body
Saves: Fort +8, Ref +8, Will +5
Abilities: Str 20, Dex 15, Con 15, Int 2, Wis 12, Cha 3
Skills: Climb +13, Escape Artist +12, Hide +12, Listen +4, Spot +7, Swim +13
Feats: Combat Reflexes, Diehard, Iron Will, Multiattackᴮ
Environment: Warm aquatic
Organization: Solitary or coil (2–4)
Challenge Rating: 7
Treasure: 1/10 coins; 50% goods; 50% items
Advancement: 9–12 HD (Large); 13–24 HD (Huge)
Level Adjustment:

The giant octopus inhabits tropical waters of middling or shallow depths, often near reefs, islands and continental coastlines. They leave the deep seas to their distant relatives the giant squids and kraken. These creatures are aggressive and territorial hunters, with eight arms reaching 20 feet or more in length. Their tentacles are studded with barbs and sharp-edged suckers, giving them a fearsome grip. Giant octopuses move about on dry land by slowly dragging themselves along with their tentacles. They cannot breathe air like a kraken, so must soon return to water or drown.

Giant octopuses lair in dens, usually an underwater cave or sunken ship – possibly one the octopus wrecked itself. The den might contain treasure among the remains of the octopus's victims.

While they live separately, these molluscs sometimes hunt cooperatively in small groups called coils, especially when attacking a tough target like a port or large ship. The only other time they seek the company of other giant octopuses is during mating season. Most unusually for cephalopods, giant octopuses do not mate once and die shortly afterwards but can reproduce year after year. Females lay their eggs on reefs and abandon them, they do not care for egg clutches in their dens like regular octopus mothers. Fortunately for people who live off or in the sea, very few giant octopus hatchlings survive to reach adulthood.

An average giant octopus has a 40 to 50 foot armspan and weighs between 1,000 and 2,000 pounds.

Combat
A giant octopus can attack with all its tentacles simultaneously, dividing its attacks among as many opponents as it likes. A giant octopus can bring all eight tentacle attacks to bear against an opponent its own size or larger, it can attack a creature 1 size smaller than itself with up to 4 tentacles, a creature 2 sizes smaller with 2 tentacles, and smaller opponents with only one tentacle.

If a giant octopus already has a hold on an opponent in the water when it succeeds at a grapple check during a standard or full attack, it can automatically reduce the distance between it and its opponent by a distance of up to 20 feet, either by moving towards its opponent or pulling them closer with its limbs. The movement may affect the octopus, the opponent or both. If this movement pulls an opponent into the Reach of its bite attack the giant octopus is able to make attacks-of-opportunity with that natural weapon.

An opponent can attack a giant octopus’s tentacles with a sunder attempt as if they were weapons. A giant octopus’s tentacles have 10 hit points each. If a giant octopus is currently grappling a target with the tentacle that is being attacked, it usually uses another limb to make its attack of opportunity against the opponent making the sunder attempt. Severing one of a giant octopus’s tentacles deals 5 points of damage to the creature. A giant octopus usually withdraws from combat if it loses four tentacles. The creature regrows severed limbs in 1d10+10 days.

All-Around Tentacles (Ex): A giant octopus can attack and defend in all directions without penalty and can not be flanked.

Chameleon (Ex): A giant octopus can change its colour, combined with a limited ability to alter its body-shape and texture this gives it a +8 racial bonus on Hide checks. The octopus does not need cover or concealment to attempt a Hide check if it can match the colour of its surroundings.

Constrict (Ex): Every round a giant octopus maintains a grapple it can automatically deal 1d4+5 points of constriction damage, the damage is increased by 1d4 for each additional tentacle the octopus constricts the opponent with. A giant octopus can simultaneously Constrict every opponent it is holding in a tentacle and can simultaneously use its Gnawing Beak on one grappled opponent it is close enough to bite. It can only use the Gnawing Beak’s “Gnaw through DR/hardness” full attack option if it constricts a single opponent.

A grappled opponent can use a standard action to attempt to resist the constriction. The opponent makes a grapple contest against the giant octopus. For every point they beat the octopus's grapple check they neutralize the constriction of one tentacle. If they beat the grapple check by a number greater than the number of tentacles the octopus is holding them with they break free of the grapple.

Example: a giant octopus is holding an ogre shamanka with four of its tentacles, an average giant octopus constricting with 4 tentacles normally does 4d4+5 damage. The ogress tries to break the constriction. The octopus rolls 23 on its grapple check, the ogre a 25. Since the ogress rolled 2 higher, she breaks the hold of 2 tentacles and only takes 2d4+5 constriction damage. She'd have needed to roll 5 or more higher than the octopus's grapple check to break free.

Expert Grappler (Ex): If a giant octopus chooses to grapple with its tentacles and remain ungrappled itself, it takes a –10 penalty on its grapple checks instead of the normal –20 penalty.

Improved Grab (Ex): To use this ability, a giant octopus must hit an opponent of any size with a tentacle attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can constrict.

If the octopus hits an opponent with multiple tentacles as part of a full attack it only rolls one grapple check to establish a hold, but it gets a bonus to the grapple check equal to the number of tentacles it hits with.

Gnawing Beak (Ex): A giant octopus can bite an opponent it is grappling as a primary attack (bite +10 melee for 2d6+5 damage) or by succeeding at an opposed grapple check (for the same damage). If the giant octopus spends a full-round attack to make the opposed grapple check, its gnawing beak damage ignores damage reduction and hardness of up to 10.

Ink Cloud (Ex): A giant octopus can emit a cloud of jet-black ink 40 feet high by 40 feet wide by 40 feet long once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): A giant octopus can jet backward once per round as a full-round action, at a speed of 200 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Rubbery Body (Ex): A giant octopus's boneless and elastic body gives it damage resistance 5 against bludgeoning damage, which includes most crushing and constriction attacks, and also allows it to squeeze through narrow confines as it if were two size category smaller than it actually is.

Skills: A giant octopus chameleon ability gives it a +8 racial bonus on Hide checks and its rubbery body gives it a +10 racial bonus on Escape Artist checks. Its keen eyesight gives it a +4 racial bonus to Spot.

A giant octopus has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. A giant octopus also has a +8 racial bonus on Climb checks, and can always choose to take 10 on Climb checks, even if rushed or threatened.

Advanced Giant Octopuses
A Huge giant octopus has a 30 foot Reach with its tentacles. Each of a Huge giant octopus's tentacles has 20 hit points and severing a tentacle deals 10 points of damage to the creature.

A Huge giant octopus can emit an ink cloud 60 feet high by 60 feet wide by 60 feet long.

Design Notes
The SRD Giant Octopus bears no resemblance to any known cephalopod, living or extinct. It represents the gigantic octopodes of folklore or cryptozoology (sometimes dubbed Octopus giganteus) and is probably an entirely fictitious creature like a kraken. I’d argue both it and the SRD Giant Squid should have been indexed as normal monsters rather than appear in the Animal appendix.

Mechanically, most of the differences from the SRD versions are additional special abilities, plus a one-degree improvement to its Constitution and a better selection of feats.

The most notable reduction in power was changing its natural attacks from eight primary attacks with tentacles to become two primary arms plus six secondary arms. This was mostly done so it didn’t potentially have eight times its Strength bonus with its arms’ damage during a full attack like the original’s tentacles but five times its Strength bonus instead. It also helped keep it balanced with my Giant Squid Redux which I gave primary tentacle attacks and secondary arm attacks.

In addition, its natural armour bonus was lowered to +4 since it seemed inappropriate for a soft-fleshed creature like an octopus to have a NA bonus equal to full plate’s +7 armour bonus. The added damage reduction against bludgeoning attacks should partially compensate for that.

Even with all these enhancements I reduced its Challenge Rating to 7 based on comparisons to the SRD’s Dire Bear and Black Pudding, which are both CR 7 but have somewhat higher hit points and somewhat lower average damage output while being similar in resilience. The Eight-Headed Hydra has higher hit points & damage output AND ridiculously rapid Fast Healing too boot while only being CR 7, but I think that particular SRD monster is under-CRd.

Still, I’m seriously tempted to return the Giant Octopus to its original Challenge Rating 8 if only because “8” seems so appropriate for an octopus! Maybe if I tweaked the numbers up to make it a bit nastier I’d feel comfortable doing that…

One of those changes (which I am seriously tempted to do regardless) is giving the Giant Octopus the Dire trait. The majority of 3E Dire Animals were Giant Animals in AD&D, so a "Dire Octopus" seemed a reasonable improvement.

If I did add the Dire trait I would have applied the following changes to the Giant Octopus Redux above:


Saves: Fort +8, Ref +8, Will +7
Feats: Combat Reflexes, Diehard, Iron Will, Multiattack
 
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Cleon

Hero
Octopus, Blue-Ringed (Hapalochlaena)
Diminutive Animal (Aquatic)
Hit Dice: ½d8–1 (1 hp)
Initiative: +2
Speed: 10 ft. (2 squares), swim 30 ft.
Armor Class: 16 (+4 size, +2 Dex), touch 16, flat-footed 14
Base Attack/Grapple: +0/–2*
Attack: Arms +6 melee (0)
Full Attack: Arms +6 melee (0) and bite +1 melee (poison)
Space/Reach: 1 ft./0 ft.
Special Attacks: Gnawing beak [grapple or +6 melee, poison], improved grab, poison
Special Qualities: Chameleon, ink cloud, jet, low-light vision, rubbery body
Saves: Fort +1, Ref +4, Will +1
Abilities: Str 1, Dex 15, Con 9, Int 2, Wis 12, Cha 3
Skills: Climb +8, Escape Artist +12, Hide +18, Listen +3, Move Silently +4, Spot +5, Swim +10
Feats: Alertness, Weapon Finesseᴮ
Environment: Warm aquatic
Organization: Solitary
Challenge Rating: 2
Advancement:
Level Adjustment:

A miniscule octopus, its body is the size of a large walnut and the spread of its tentacles would barely be wider than your hand. It changes colour to a creamy white and yellow and bright blue rings rimmed in black start flashing upon its skin.

Blue-ringed octopuses inhabit shallow tropical reefs. Timid and unaggressive, they happen to be one of the most venomous animals in the ocean. These cephalopods eat fine-sized animals, mostly crustaceans such as shrimp. A blue-ringed octopus can live up to 2 years or so. Apart from their lethal poison their habits and lifecycle are pretty typical for an octopus their size.

A blue-ringed octopus weighs between one and three ounces and range from 6 to 8 inches in arm-span.

Combat
A blue-ringed octopus only attacks to catch food or defend itself. Should it feels threatened, the octopus normally tries to hide or flee. If that prove ineffective it flashes a blue-ringed warning display as described above. The octopus only uses its venomous bite as a last resort in response to an actual attack or persistent provocation (such as someone being foolish enough to pick it up or prod it repeatedly). Blue-ringed octopuses are so mild-natured they may tolerate some handling, but doing so is highly inadvisable!

Chameleon (Ex): A blue-ringed octopus can change its colour, combined with a limited ability to alter its body-shape and texture this gives it a +4 racial bonus on Hide checks. The octopus does not need cover or concealment to attempt a Hide check if it can match the colour of its surroundings.
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Gnawing Beak (Ex): A blue-ringed octopus can bite an opponent it is grappling as a primary attack (bite +6 melee for poison damage) or by succeeding at an opposed grapple check (for the same damage). If the blue-ringed octopus spends a full-round attack to make the opposed grapple check, its gnawing beak damage ignores damage reduction and hardness of up to 6.

Improved Grab (Ex): To use this ability, a blue-ringed octopus must hit an opponent of any size with its arms attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can use Gnawing Beak.

*A blue-ringed octopus has a +15 racial bonus on grapple checks.

Ink Cloud (Ex): A blue-ringed octopus can emit a cloud of jet-black ink 1 feet high by 1 feet wide by 1 feet long once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): An octopus can jet backward once per round as a full-round action, at a speed of 200 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Poison (Ex): The bite of a blue-ringed octopus is painless but injects blue-ringed octopus venom, a lethal neurotoxin created by symbiotic bacteria in its saliva glands. This toxin permeates every organ in the octopus’s body, so anything foolish enough to eat the octopus's flesh will be exposed to blue-ringed octopus organ poison (merely biting the octopus will not result in poisoning if the attacker does not swallow its flesh). Fortunately, blue-ringed octopus poison is a lot less potent when ingested.

Blue-Ringed Octopus Venom: Injury, Fortitude DC 17, initial damage 1d3 hours of suffocating paralysis plus 1 point of Dexterity damage, secondary damage increases suffocating paralysis to 2d4 hours and adds 1d2 points of Dexterity damage. The save DC is Constitution-based and includes a +8 racial adjustment.

Blue-Ringed Octopus Organ Poison: Ingestion, Fortitude DC 15, initial damage 1 hour of suffocating paralysis, secondary damage increases suffocating paralysis to 1d4 hours and adds 1d2 points of Dexterity damage. The save DC is Constitution-based and includes a +6 racial adjustment.

The truly dangerous aspect of blue-ringed octopus poison is its suffocating paralysis effect. A creature who fails a Fortitude save against the poison start to feel the symptoms 15 minutes later. They become numb, lethargic and uncoordinated and may also tremble and/or suffer diarrhoea. The victim moves at half their normal speed, can neither run nor charge and suffers a –4 penalty to attack rolls, ability checks and skill checks plus a –2 penalty to Reflex saves and damage rolls. In addition, the victim must succeed at a DC 10 Fortitude save or begin to suffer paralysis and suffocation (see next paragraph). The save must be repeated every 15 minutes, with the DC increasing by +1 for each previous success, up to a maximum equal to the poison’s DC of 17.

The paralysis follows the normal rules: the victim remains fully conscious but cannot move or act (They may experience seizure-like fits and nauseated vomiting, but are unable to move their body voluntarily). The suffocation is caused by the poison paralyzing the victim’s diaphragm and chest so they cannot draw breath into their lungs. A suffocating victim takes 1d6 points of nonlethal damage every 15 minutes. If the victim falls unconscious from this nonlethal damage, they drops to –1 hit points and are dying, they then take 1 point of normal damage per round until they suffocate to death. If no magical means of delaying or neutralizing the poison is available, the victim’s life can still be saved through artificial respiration, if another character succeeds at a DC 17 Heal check during a 15 minute suffocation period they prevent the victim taking any suffocation damage during that period. This requires continuous attention from the healer, who cannot leave the victim for more than a few rounds without rendering that period’s treatment worthless. The effects of the poison (incoordination, paralysis & suffocation) continue until the suffocating paralysis duration expires or the victim does.

A creature who is immune or resistant to paralysis (such as a true dragon) applies this immunity or resistance to the poison’s suffocating paralysis effect and only takes Dexterity damage.

Rubbery Body (Ex): The only hard part of an octopus is its beak, the rest of its body is soft flesh the animal can contort through muscular action. This allows an octopus to squeeze through tiny gaps, passing through such openings as if it were a creature one size smaller than its actual size. A blue-ringed octopus's bonelessness grants it a +10 racial bonus on Escape Artist checks.

Skills: A blue-ringed octopus's chameleon ability gives it a +4 racial bonus on Hide checks and its rubbery body gives it a +10 racial bonus on Escape Artist checks.

An octopus has a +6 racial bonus on Climb checks and a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. An octopus can use either its Dexterity modifier or Strength modifier on Climb checks and Swim checks, whichever is better.

Poison-Ink Blue-Ringed Octopuses
The ink of Hapalochlaena is known to contain the same poison as its organs and saliva, so it's possible the animal might be a Poison-Ink Cephalopod as described in the Ink Variants section of the separate Squid Redux entry. This would change the octopus's abilities as follows:

Ink Cloud (Ex): A poison-ink blue-ringed octopus can emit a cloud of poisonous jet-black ink 1 feet high by 1 feet wide by 1 feet long once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. Any water-breathing creature that breathes in the ink cloud is exposed to the octopus's poison. All vision within the cloud is obscured.

Poison (Ex): The bite of a poison-ink blue-ringed octopus is painless but injects blue-ringed octopus venom, a lethal neurotoxin created by symbiotic bacteria in its saliva glands. This toxin permeates every organ in the octopus’s body, so anything foolish enough to eat the octopus's flesh will be exposed to blue-ringed octopus organ poison (merely biting the octopus will not result in poisoning if the attacker does not swallow its flesh). The affected organs include the octopus's ink sac, any water-breather that enters a blue-ringed octopus's ink cloud is affected by blue-ringed octopus ink toxin. Fortunately, blue-ringed octopus poison is a lot less potent when inhaled or ingested.

Blue-Ringed Octopus Ink Toxin: Inhaled, Fortitude DC 13, initial damage 1d10 minutes of momentary paralysis, secondary damage increases momentary paralysis duration to 1d6×10 minutes and adds 1 point of Dexterity damage. The save DC includes a +4 racial adjustment.

Blue-Ringed Octopus Venom: Injury, Fortitude DC 17, initial damage 1d3 hours of suffocating paralysis plus 1 point of Dexterity damage, secondary damage increases suffocating paralysis to 2d4 hours and adds 1d2 points of Dexterity damage. The save DC is Constitution-based and includes a +8 racial adjustment.

Blue-Ringed Octopus Organ Poison: Ingestion, Fortitude DC 15, initial damage 1 hour of suffocating paralysis, secondary damage increases suffocating paralysis to 1d4 hours and adds 1d2 points of Dexterity damage. The save DC is Constitution-based and includes a +6 racial adjustment.

Momentary paralysis takes effect almost immediately; one round after failing their Fortitude save the victim suffers a –1 penalty to attack rolls, ability checks and skill checks; if the duration of the poison is measured in minutes then one minute after being poisoned the symptoms worsen, the victim can neither run nor charge and suffers a –2 penalty to attack rolls, ability checks and skill checks plus a –1 penalty to Reflex saves and damage rolls. The poison's penalties continue until the momentary paralysis duration ends. A creature who is immune or resistant to paralysis (such as a true dragon) applies this immunity or resistance to the poison’s momentary paralysis effect and only takes Dexterity damage. Penalties from ink poison's momentary paralysis do not stack with penalties from other forms of paralysis, such as those imposed by the suffocating paralysis of a blue-ringed octopus's venom and organ poison.

The truly dangerous aspect of blue-ringed octopus poison is its suffocating paralysis effect. A creature who fails a Fortitude save against the venom or organ poison at first feels identical effects to the ink toxin's momentary paralysis, but the symptoms become far worse after 15 minutes. The victim become numb, lethargic and uncoordinated and may also tremble and/or suffer diarrhoea. The victim moves at half their normal speed, can neither run nor charge and suffers a –4 penalty to attack rolls, ability checks and skill checks plus a –2 penalty to Reflex saves and damage rolls. In addition, the victim must succeed at a DC 10 Fortitude save or begin to suffer total paralysis and suffocation (see next paragraph). The save must be repeated every 15 minutes, with the DC increasing by +1 for each previous success, up to a maximum equal to the poison’s DC of 17.

The total paralysis follows the normal rules: the victim remains fully conscious but cannot move or act (They may experience seizure-like fits and nauseated vomiting, but are unable to move their body voluntarily). The suffocation is caused by the poison paralyzing the victim’s diaphragm and chest so they cannot draw breath into their lungs. A suffocating victim takes 1d6 points of nonlethal damage every 15 minutes. If the victim falls unconscious from this nonlethal damage, they drops to –1 hit points and are dying, they then take 1 point of normal damage per round until they suffocate to death. If no magical means of delaying or neutralizing the poison is available, the victim’s life can still be saved through artificial respiration, if another character succeeds at a DC 17 Heal check during a 15 minute suffocation period they prevent the victim taking any suffocation damage during that period. This requires continuous attention from the healer, who cannot leave the victim for more than a few rounds without rendering that period’s treatment worthless. The effects of the poison (incoordination, paralysis & suffocation) continue until the suffocating paralysis duration expires or the victim does.

A creature who is immune or resistant to paralysis (such as a true dragon) applies this immunity or resistance to the poison’s suffocating paralysis effect and only takes Dexterity damage.


Giant Blue-Ringed Octopus
Small Animal (Aquatic)
Hit Dice: 2d8 (9 hp)
Initiative: +3
Speed: 10 ft. (2 squares), swim 30 ft.
Armor Class: 15 (+1 size, +3 Dex, +1 natural), touch 14, flat-footed 12
Base Attack/Grapple: +1/+8*
Attack: Arms +5 melee (0)
Full Attack: Arms +5 melee (0) and bite +0 melee (1d3 plus poison)
Space/Reach: 5 ft./5 ft.
Special Attacks: Gnawing beak [grapple or +5 melee, 1d3+1 plus poison], improved grab, poison
Special Qualities: Chameleon, ink cloud, jet, low-light vision, rubbery body
Saves: Fort +3, Ref +6, Will +1
Abilities: Str 12, Dex 17, Con 11, Int 2, Wis 12, Cha 3
Skills: Climb +9, Escape Artist +13, Hide +15, Listen +3, Move Silently +6, Spot +5, Swim +11
Feats: Alertness, Weapon Finesseᴮ
Environment: Warm aquatic
Organization: Solitary
Challenge Rating: 3
Advancement: 3 HD (Small)
Level Adjustment:

An octopus of impressive size, its body is the size of a football and its eight tentacles are about as long as a human is tall. It changes colour to a creamy white and yellow and bright blue rings rimmed in black start flashing upon its skin.

A giant version of the blue-ringed octopus. It too is a highly venomous octopus that inhabits tropical reefs, although it prefers the canyons and edges of over the shallow reef-tops favoured by normal blue-rings, since these have plenty of space to accommodate their larger bodies. The poison of a giant blue-ringed octopus is much less concentrated than its smaller cousin’s, but the greater volume of neurotoxin in its saliva glands and organs means it’s at least as lethal.

Unlike their timid diminutive relatives, giant blue-ringed octopuses are bold and inquisitive. They are so confident that other creatures will respect the lethality of their venom they tend to react to intruders with curiosity rather than fear. Their habits and intelligence are similar to other octopuses and they have lifespans of 3 to 5 years.

This octopus typically weighs around 30 pounds and has an arm span from 10 to 15 feet across.

Combat
A giant blue-ringed octopus only willingly attacks to catch food or defend itself. If it feels threatened it usually flashes a blue-ringed warning display as described above, but if the opponent is obviously dangerous the octopus normally attempts to flee or hide before trying to warn them off. A giant blue-ringed octopus only fights if cornered or attacked. In combat the animal tries to grapple opponents in its arms and then bite them with its venom-injecting beak, employing its improved grab then gnawing beak special attacks.

A fleeing octopus usually covers its escape with an ink cloud and then speeds away using its jet ability.

Chameleon (Ex): A giant blue-ringed octopus can change its colour, combined with a limited ability to alter its body-shape and texture this gives it a +8 racial bonus on Hide checks. The octopus does not need cover or concealment to attempt a Hide check if it can match the colour of its surroundings.

Gnawing Beak (Ex): A giant blue-ringed octopus can bite an opponent it is grappling as a primary attack (bite +5 melee for 1d3+1 damage plus poison) or by succeeding at an opposed grapple check (for the same damage). If the blue-ringed octopus spends a full-round attack to make the opposed grapple check, its gnawing beak damage ignores damage reduction and hardness of up to 8.

Improved Grab (Ex): To use this ability, a giant blue-ringed octopus must hit an opponent of any size with its arms attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can use Gnawing Beak.

*A giant blue-ringed octopus has a +10 racial bonus on grapple checks.

Ink Cloud (Ex): A giant blue-ringed octopus can emit a cloud of jet-black ink 10 feet high by 10 feet wide by 10 feet long once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): An octopus can jet backward once per round as a full-round action, at a speed of 200 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Poison (Ex): The bite of a giant blue-ringed octopus injects giant blue-ringed octopus venom, a lethal neurotoxin created by symbiotic bacteria in its saliva glands. This toxin permeates every organ in the octopus’s body, so anything foolish enough to eat the octopus's flesh will be exposed to giant blue-ringed octopus organ poison (merely biting the octopus will not result in poisoning if the attacker does not swallow its flesh). Fortunately, blue-ringed octopus poison is a lot less potent when ingested.

Giant Blue-Ringed Octopus Venom: Injury, Fortitude DC 17, initial damage 1d3 hours of suffocating paralysis plus 1d3 point of Dexterity damage, secondary damage increases suffocating paralysis to 2d4 hours and adds 1d4 points of Dexterity damage. The save DC is Constitution-based and includes a +6 racial adjustment.

Giant Blue-Ringed Octopus Organ Poison: Ingestion, Fortitude DC 15, initial damage 1 hour of suffocating paralysis plus 1 point of Dexterity damage, secondary damage increases suffocating paralysis to 1d4 hours and adds 1d4 points of Dexterity damage. The save DC is Constitution-based and includes a +4 racial adjustment.

The truly dangerous aspect of blue-ringed octopus poison is its suffocating paralysis effect. A creature who fails a Fortitude save against the poison start to feel the symptoms 15 minutes later. They become numb, lethargic and uncoordinated and may also tremble and/or suffer diarrhoea. The victim moves at half their normal speed and suffers a –4 penalty to attack rolls, ability checks and skill checks plus a –2 penalty to Reflex saves and damage rolls. In addition, the victim must succeed at a DC 10 Fortitude save or begin to suffer paralysis and suffocation (see next paragraph). The save must be repeated every 15 minutes, with the DC increasing by +1 for each previous success, up to a maximum equal to the poison’s DC of 17.

The paralysis follows the normal rules: the victim remains fully conscious but cannot move or act (They may experience seizure-like fits and nauseated vomiting, but are unable to move their body voluntarily). The suffocation is caused by the poison paralyzing the victim’s diaphragm and chest so they cannot draw breath into their lungs. A suffocating victim takes 1d6 points of nonlethal damage every 15 minutes. If the victim falls unconscious from this nonlethal damage, they drops to –1 hit points and are dying, they then take 1 point of normal damage per round until they suffocate to death. If no magical means of delaying or neutralizing the poison is available, the victim’s life can still be saved through artificial respiration, if another character succeeds at a DC 17 Heal check during a 15 minute suffocation period they prevent the victim taking any suffocation damage during that period. This requires continuous attention from the healer, who cannot leave the victim for more than a few rounds without rendering that period’s treatment worthless. The effects of the poison (incoordination, paralysis & suffocation) continue until the suffocating paralysis duration expires or the victim does.

A creature who is immune or resistant to paralysis (such as a true dragon) applies this immunity or resistance to the poison’s suffocating paralysis effect and only takes Dexterity damage.

Rubbery Body (Ex): The only hard part of an octopus is its beak, the rest of its body is soft flesh the animal can contort through muscular action. This allows an octopus to squeeze through tiny gaps, passing through such openings as if it were a creature two sizes smaller than its actual size. A giant blue-ringed octopus's bonelessness grants it a +10 racial bonus on Escape Artist checks.

Skills: A giant blue-ringed octopus's chameleon ability gives it a +8 racial bonus on Hide checks and its rubbery body gives it a +10 racial bonus on Escape Artist checks.

An octopus has a +6 racial bonus on Climb checks and a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. An octopus can use either its Dexterity modifier or Strength modifier on Climb checks and Swim checks, whichever is better.

Poison-Ink Giant Blue-Ringed Octopuses
The blue-ringed octopus's giant cousin can have poison ink as well, which changes the octopus's abilities as follows:

Ink Cloud (Ex): A giant poison-ink blue-ringed octopus can emit a cloud of poisonous jet-black ink 1 feet high by 1 feet wide by 1 feet long once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. Any water-breathing creature that breathes in the ink cloud is exposed to the octopus's poison. All vision within the cloud is obscured.

Poison (Ex): The bite of a giant poison-ink blue-ringed octopus injects giant blue-ringed octopus venom, a lethal neurotoxin created by symbiotic bacteria in its saliva glands. This toxin permeates every organ in the octopus’s body, so anything foolish enough to eat the octopus's flesh will be exposed to giant blue-ringed octopus organ poison (merely biting the octopus will not result in poisoning if the attacker does not swallow its flesh). The affected organs include the octopus's ink sac, any water-breather that enters a blue-ringed octopus's ink cloud is affected by giant blue-ringed octopus ink toxin. Fortunately, blue-ringed octopus poison is a lot less potent when inhaled or ingested.

Giant Blue-Ringed Octopus Ink Toxin: Inhaled, Fortitude DC 13, initial damage 1d10 minutes of momentary paralysis, secondary damage increases momentary paralysis duration to 1d6×10 minutes and adds 1 point of Dexterity damage. The save DC includes a +2 racial adjustment.

Giant Blue-Ringed Octopus Venom: Injury, Fortitude DC 17, initial damage 1d3 hours of suffocating paralysis plus 1d3 point of Dexterity damage, secondary damage increases suffocating paralysis to 2d4 hours and adds 1d4 points of Dexterity damage. The save DC is Constitution-based and includes a +6 racial adjustment.

Giant Blue-Ringed Octopus Organ Poison: Ingestion, Fortitude DC 15, initial damage 1 hour of suffocating paralysis plus 1 point of Dexterity damage, secondary damage increases suffocating paralysis to 1d4 hours and adds 1d4 points of Dexterity damage. The save DC is Constitution-based and includes a +4 racial adjustment.

Momentary paralysis takes effect almost immediately; one round after failing their Fortitude save the victim suffers a –1 penalty to attack rolls, ability checks and skill checks; if the duration of the poison is measured in minutes then one minute after being poisoned the symptoms worsen, the victim can neither run nor charge and suffers a –2 penalty to attack rolls, ability checks and skill checks plus a –1 penalty to Reflex saves and damage rolls. The poison's penalties continue until the momentary paralysis duration ends. A creature who is immune or resistant to paralysis (such as a true dragon) applies this immunity or resistance to the poison’s momentary paralysis effect and only takes Dexterity damage. Penalties from ink poison's momentary paralysis do not stack with penalties from other forms of paralysis, such as those imposed by the suffocating paralysis of a blue-ringed octopus's venom and organ poison.

The truly dangerous aspect of blue-ringed octopus poison is its suffocating paralysis effect. A creature who fails a Fortitude save against the venom or organ poison at first feels identical effects to the ink toxin's momentary paralysis, but the symptoms become far worse after 15 minutes. The victim become numb, lethargic and uncoordinated and may also tremble and/or suffer diarrhoea. The victim moves at half their normal speed, can neither run nor charge and suffers a –4 penalty to attack rolls, ability checks and skill checks plus a –2 penalty to Reflex saves and damage rolls. In addition, the victim must succeed at a DC 10 Fortitude save or begin to suffer total paralysis and suffocation (see next paragraph). The save must be repeated every 15 minutes, with the DC increasing by +1 for each previous success, up to a maximum equal to the poison’s DC of 17.

The total paralysis follows the normal rules: the victim remains fully conscious but cannot move or act (They may experience seizure-like fits and nauseated vomiting, but are unable to move their body voluntarily). The suffocation is caused by the poison paralyzing the victim’s diaphragm and chest so they cannot draw breath into their lungs. A suffocating victim takes 1d6 points of nonlethal damage every 15 minutes. If the victim falls unconscious from this nonlethal damage, they drops to –1 hit points and are dying, they then take 1 point of normal damage per round until they suffocate to death. If no magical means of delaying or neutralizing the poison is available, the victim’s life can still be saved through artificial respiration, if another character succeeds at a DC 17 Heal check during a 15 minute suffocation period they prevent the victim taking any suffocation damage during that period. This requires continuous attention from the healer, who cannot leave the victim for more than a few rounds without rendering that period’s treatment worthless. The effects of the poison (incoordination, paralysis & suffocation) continue until the suffocating paralysis duration expires or the victim does.

A creature who is immune or resistant to paralysis (such as a true dragon) applies this immunity or resistance to the poison’s suffocating paralysis effect and only takes Dexterity damage.

Design Notes
There are four or more species of Blue-Ringed Octopuses (genus Hapalochlaena), all of which are extremely venomous. They are just at the size border of Diminutive and Fine and should arguably be Fine sized - many of them weigh 1 ounce or even less as adults. I ended up opting for Diminutive since I didn't want them to have AC 20, although I did give them a lower Strength than a diminutive common octopus.

A blue-ringed octopus's main claim to fame is its lethal venom. Produced by symbiotic bacteria in its saliva glands its main component is tetrodotoxin. The poison is present in every organ of the octopus's body, so eating one is inadvisable.

There is a Giant Blue-Ringed Octopus in the Creature Catalog, but this is a conversion of an intelligent underdark Magical Beast rather than a giant version of the real-world animal. It did inspire me to stat up a "more authentic" version of a giant blue-ringed octopus, which is pretty much my Octopus Redux with a poison attack bolted on.

The poison special ability is a somewhat accurate representation of the effects of tetrodotoxin. The only other design issue was deciding what Challenge Rating to make it. They are potentially really lethal but are so fragile they’re unlikely to bite more than one PC before being squashed. I eventually settled on CR 3, mainly because 3rd level is when a bard/cleric/druid/paladin gains access to delay poison which would render their poison harmless. I thought about comparing it to a trap – like the SRD’s nitharet-poisoned “doorknob smeared with contact poison” (CR 5) or “wyvern arrow trap” (CR 6) but those Challenge Ratings seemed too high (although I think the CRs of traps in 3E tend to be too high in general). I regular Blue-Ringed Octopus has a venom that’s just as lethal so arguably should have CR 3 too, but since it has no Reach with its attacks.
 

Cleon

Hero
Deep-Dwelling Octopus
Medium Magical Beast (Aquatic)
Hit Dice: 3d10–3 (13 hp)
Initiative: +2
Speed: 10 ft. (2 squares), climb 10 ft., swim 30 ft.
Armor Class: 14 (+2 Dex, +2 natural), touch 12, flat-footed 12
Base Attack/Grapple: +3/+3 [+1 per grappling tentacle]
Attack: Primary tentacle +4 melee (1d2) or shortspear +4 melee (1d6)
Full Attack: Primary tentacle +4 melee (1d2) and 5 tentacles +2 melee (1d2) and bite +2 melee (1d4); or shortspear +4 melee (1d6) and 2 shortspears +2 melee (1d6) and bite +2 melee (1d4)
Space/Reach: 5 ft./5 ft. (10 ft. with tentacle or shortspear)
Special Attacks: All-around tentacles, constrict [1d4 plus 1/extra arm], expert grappler, gnawing beak [grapple or +4 melee, 1d4], improved grab
Special Qualities: Bioluminescence, blindsense 20 ft., DR 5/slashing or piercing, ink cloud, jet, rubbery body, superior low-light vision
Saves: Fort +2, Ref +5, Will +2
Abilities: Str 10, Dex 15, Con 9, Int 9, Wis 12, Cha 10
Skills: Climb +10, Escape Artist +12, Hide +8, Listen +5, Move Silently +4* [+8 in water], Spot +7, Swim +10
Feats: Alertness, Blind-Fightᴮ, Multiattackᴮ, Multiweapon Fightingᴮ, Stealthy
Environment: Cold aquatic
Organization: Solitary, cluster (2–12) or colony (10–40)
Challenge Rating: 2
Treasure: Standard goods (pearls, jewellery & artworks?)
Alignment: Usually neutral good
Advancement: 4–6 HD (Medium); 7–9 HD (Large) or by character class
Level Adjustment:

A floating arrangement of greenish lights resolves into an octopus, with a large body and slim, dainty tentacles longer than a man is tall. It has the pallid skin and huge eyes of a creature that sees very little light.

Deep-dwelling octopuses are mysterious cephalopods that farm shellfish, worms and shrimp around hydrothermal vents in the abyssal depths of the ocean. Although they have learned to be capable fighters to deal with marine predators they have little experience with hostile sapients and are peaceful, curious and benevolent creatures. Most reside in a state of semi-innocence and possess no weapons. The few colonies that are regularly attacked by hostile creatures will have crafted bone spears to defend themselves with.

These cephalopods have learned how to use tools and practice deepwater animal husbandry. They are fine sculptors but have no concept of money, spellcasting or religion. Deep-dweller society is remarkably egalitarian, with all members having (nearly) equal standing and working together for the common good. Particularly powerful octopuses are valued for their greater ability to help the colony, but do not have any higher authority.

Deep-dwelling octopuses can move about dry land by slowly dragging themselves along with their tentacles. They can not breathe air like the Sea Demon octopus, so must soon return to water or drown.

An average deep-dwelling octopus has a 15 foot armspan and weighs around 65 pounds.

These creatures speak a language based on patterns of bioluminescence and beak-clicks, making it very difficult for other races to communicate with them.

Combat
A deep-dwelling octopus can strike with up to six of its eight tentacles simultaneously when making a full attack, dividing its attacks among as many opponents as it likes. A deep-dweller can bring all six of its tentacle attacks to bear against an opponent of its own size or more, it can attack a creature 1 size smaller with 4 tentacles, and opponents 2 or more sizes smaller with 2 tentacles.

In combination with its natural abilities, a deep-dwelling octopus’s Multiweapon Fighting feat allows it to attack with all its arms at no penalty.

An opponent can attack a deep-dwelling octopus’s tentacles with a sunder attempt as if they were weapons. A deep-dwelling octopus’s tentacles have 4 hit points each. If a deep-dweller is currently grappling a target with the tentacle that is being attacked, it usually uses another limb to make its attack of opportunity against the opponent making the sunder attempt. Severing one of the octopus’s tentacles deals 2 points of damage to the creature. A deep-dwelling octopus usually withdraws from combat if it loses four tentacles. The creature regrows severed limbs in 1d10+10 days.

All-Around Tentacles (Ex): A deep-dwelling octopus can attack and defend in all directions without penalty and can not be flanked.

Bioluminescence (Ex): A deep-dwelling octopus can produce an eerie blue light from specialized spots on its skin. It has complete conscious control of the pattern and brightness of the light-spots and can create anything between a glimmer fainter than a candle to a glow equal to a lamp, clearly illuminates a 15-foot radius and giving shadowy illumination out to a 30-foot radius. It can opt to completely extinguish its organic lights if it wants to use the concealment of darkness.

Blindsense (Ex): A deep-dwelling octopus can locate creatures within a 20-foot radius by feeling water-movements with its sensitive tentacles. This ability works only when the octopus is underwater.

Constrict (Ex): Every round a deep-dwelling octopus maintains a grapple it can automatically deal 1d4 points of constriction damage, the damage is increased by 1 for each additional tentacle the octopus constricts the opponent with. A deep-dwelling octopus can simultaneously Constrict every opponent it is holding in a tentacle and can simultaneously use its Gnawing Beak on one grappled opponent it is close enough to bite. It can only use the Gnawing Beak’s “Gnaw through DR/hardness” full attack option if it constricts a single opponent.

A grappled opponent can use a standard grapple action to attempt to break the constriction, for every point they beat the octopus's grapple check they break the hold of one tentacle. They need to beat the deep-dwelling octopus's grapple check by a number greater than the number of tentacles it is holding them with to entirely break free of the grapple.

Example: a deep-dwelling octopus is holding a triton adventuress with five tentacles, an average deep-dwelling octopus constricting with 5 tentacles inflicts 1d4+4 damage. The triton tries to break the constriction. The deep-dweller rolls 13 on its grapple check, the triton a 16. Since the triton rolled 3 higher, she breaks the hold of 3 tentacles and only takes 1d4+1 constriction damage from the remaining two tentacles. She'd have needed to roll 5 or more higher than the octopus's grapple check to break free.

Expert Grappler (Ex): If a deep-dwelling octopus chooses to grapple with its tentacles and remain ungrappled itself, it takes a –10 penalty on its grapple checks instead of the normal –20 penalty.

Gnawing Beak (Ex): A deep-dwelling octopus can bite an opponent it is grappling as a primary attack (bite +4 melee for 1d4 damage) or by succeeding at an opposed grapple check (for the same damage). If the octopus spends a full-round attack to make the opposed grapple check, its gnawing beak damage ignores damage reduction and hardness of up to 8.

Improved Grab (Ex): To use this ability, a deep-dwelling octopus must hit an opponent of any size with a tentacle attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can constrict.

If the octopus hits an opponent with multiple tentacles as part of a full attack it only rolls one grapple check to establish a hold, but it gets a bonus to the grapple check equal to the number of tentacles it hits with.

Ink Cloud (Ex): A deep-dwelling octopus can emit a cloud of glowing ink in a 10 foot radius sphere once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. Any creature in the area of effect is stained with blue luminescence for 4d4 rounds, with the same effects as a faerie fire spell. If they succeed at a DC11 Reflex save they are only stained for 1d3 rounds.

The save DC is Charisma-based.

Rubbery Body (Ex): A deep-dwelling octopus's boneless and elastic body gives it damage resistance 5 against bludgeoning damage, which includes most crushing and constriction attacks, and also allows it to squeeze through narrow confines as it if were two size category smaller than it actually is.

Superior Low-Light Vision (Ex): A deep-dwelling octopus large eyes see five times as far as a human in shadowy conditions.

Skills: A deep-dwelling octopus’s rubbery body gives it a +10 racial bonus on Escape Artist checks. A deep-dwelling octopuses has a +4 racial bonus to Hide and their keen eyesight gives them a +4 racial bonus to Spot.

A deep-dwelling octopus has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered, and can use either its Dexterity or its Strength bonus for Swim checks, whichever is better. It can use the run action while swimming, provided it swims in a straight line. A deep-dweller also has a +8 racial bonus on Climb checks, may use either its Dexterity or its Strength bonus on Climb checks, and can always choose to take 10 on Climb checks, even if rushed or threatened.

*Deep-dwellers have a +4 racial bonus to Move Silently checks when in the water.

Advanced Deep-Dwelling Octopuses
Deep-dwelling octopuses usually only gain levels in NPC classes, generally investing their skill points in Craft, Handle Animal, Perform and Profession skills so they can create art and raise food. Since they have no idea of spellcasting or religion, they usually gain levels in Commoner, Expert or Warrior. A few gain levels in Aristocrat, although these are more like poets and judges than most surface-dweller's concept of a nobleperson. They have no position of authority, they're more historian-advisor and entertainer.

The octopuses can also advance by increasing their levels in Animal. When a deep-dwelling octopus advances to 5 Hit Dice it becomes a big deep-dwelling octopus, when it advances to 7 Hit Dice it becomes a giant deep-dwelling octopus, both of which are described below. Note that deep-dwelling octopuses almost invariably use the ability advancement gained at 4 Hit Dice to increase their Dexterity by 1 point and this change is included in their statistics. As a deep-dwelling octopus grows in size its arms become proportionally longer and thinner.

Big Deep-Dwelling Octopus
Medium Magical Beast (Aquatic)
Hit Dice: 5d10 (27 hp)
Initiative: +3
Speed: 10 ft. (2 squares), climb 10 ft., swim 30 ft.
Armor Class: 15 (+3 Dex, +2 natural), touch 13, flat-footed 12
Base Attack/Grapple: +5/+7 [+1 per grappling tentacle]
Attack: Tentacle +7 melee (1d2+2) or shortspear +7 melee (1d6+2)
Full Attack: Primary tentacle +7 melee (1d2+2) and 5 tentacles +5 melee (1d2+1) and bite +5 melee (1d4+1); or shortspear +7 melee (1d6+2) and 2 shortspears +5 melee (1d6+1) and bite +5 melee (1d4+1)
Space/Reach: 5 ft./5 ft. (15 ft. with tentacle or shortspear)
Special Attacks: All-around tentacles, constrict [1d4+2 plus 1d2/extra arm], expert grappler, gnawing beak [grapple or +7 melee, 1d4+2], improved grab
Special Qualities: Bioluminescence, blindsense 20 ft., DR 5/slashing or piercing, ink cloud, jet, rubbery body, superior low-light vision
Saves: Fort +4, Ref +7, Will +2
Abilities: Str 14, Dex 16, Con 11, Int 9, Wis 12, Cha 10
Skills: Climb +11, Escape Artist +13, Hide +9, Listen +6, Move Silently +5* [+9 in water], Spot +8, Swim +11
Feats: Alertness, Blind-Fightᴮ, Multiattackᴮ, Multiweapon Fightingᴮ, Stealthy
Environment: Cold aquatic
Organization: Solitary, cluster (2–12) or colony (10–40)
Challenge Rating: 4
Treasure: Standard goods (pearls, jewellery & artworks?)
Alignment: Usually neutral good
Advancement: 6 HD (Medium); 7–9 HD (Large) or by character class
Level Adjustment:

A big deep-dwelling octopus has a 25 to 30 foot armspan and weighs around 250–300 pounds.

Combat
Tentacles 6 hit points, 3 damage to octopus if severed. Other abilities as above, except:

Bioluminescence (Ex): A big deep-dwelling octopus can produce light up to the brightness of a torch, clearly illuminates a 20-foot radius and giving shadowy illumination out to a 40-foot radius.

Constrict (Ex): Every round a big deep-dwelling octopus maintains a grapple it can automatically deal 1d4+2 points of constriction damage, the damage is increased by 1d2 for each additional tentacle the octopus constricts the opponent with.

A grappled opponent can use a standard grapple action to attempt to break the constriction, for every point they beat the octopus's grapple check they break the hold of one tentacle. They must beat the big deep-dwelling octopus's grapple check by a number greater than the number of tentacles it is holding them with to entirely break free of the grapple.

Example: a big deep-dwelling octopus is holding a triton adventuress with five tentacles, an average deep-dwelling octopus constricting with 5 tentacles inflicts 1d4+4d2 damage. The triton tries to break the constriction. The octopus rolls 13 on its grapple check, the triton a 16. Since the triton rolled 3 higher, she breaks the hold of 3 tentacles and only takes 1d4+1d2 constriction damage from the remaining two tentacles. She'd have needed to roll 5 or more higher than the octopus's grapple check to break free.

Gnawing Beak (Ex): Bite +7 melee (1d4+2) against grappled foes.

Ink Cloud (Ex): 15 ft. radius sphere, Ref DC12. Save DC Charisma-based.

Giant Deep-Dwelling Octopus
Large Magical Beast (Aquatic)
Hit Dice: 7d10+7 (45 hp)
Initiative: +2
Speed: 10 ft. (2 squares), climb 10 ft., swim 30 ft.
Armor Class: 15 (–1 size, +2 Dex, +4 natural), touch 11, flat-footed 13
Base Attack/Grapple: +7/+15 [+1 per grappling tentacle]
Attack: Tentacle +10 melee (1d3+4) or shortspear +10 melee (1d8+4)
Full Attack: Primary tentacle +10 melee (1d3+4) and 5 tentacles +8 melee (1d3+2) and bite +8 melee (1d6+2); or shortspear +10/+5 melee (1d6+4) and 2 shortspears +8 melee (1d6+2) and bite +8 melee (1d6+2)
Space/Reach: 10 ft./5 ft. (20 ft. with tentacle or shortspear)
Special Attacks: All-around tentacles, constrict [1d6+4 plus 1d3/extra arm], expert grappler, gnawing beak [grapple or +10 melee, 1d6+4], improved grab
Special Qualities: Bioluminescence, blindsense 30 ft., DR 5/slashing or piercing, ink cloud, jet, rubbery body, superior low-light vision
Saves: Fort +6, Ref +7, Will +5
Abilities: Str 18, Dex 14, Con 13, Int 9, Wis 12, Cha 10
Skills: Climb +12, Escape Artist +12, Hide +6, Listen +6, Move Silently +4* [+8 in water], Spot +8, Swim +10
Feats: Alertness, Blind-Fightᴮ, Iron Will, Multiattackᴮ, Multiweapon Fightingᴮ, Stealthy
Environment: Cold aquatic
Organization: Solitary, cluster (2–12) or colony (10–40)
Challenge Rating: 6
Treasure: Standard goods (pearls, jewellery & artworks?)
Alignment: Usually neutral good
Advancement: 8–9 HD (Large) or by character class
Level Adjustment:

A giant deep-dwelling octopus has a 40 to 50 foot armspan and weighs between 750 and 1,500 pounds.

Combat
Tentacles 8 hit points, 4 damage to octopus if severed. Other abilities as above, except:

Bioluminescence (Ex): A giant deep-dwelling octopus can produce light up to the brightness of a hooded lantern, clearly illuminates a 30-foot radius and giving shadowy illumination out to a 60-foot radius.

Constrict (Ex): 1d6+4 damage, increased by 1d3 for each additional tentacle.

Gnawing Beak (Ex): Bite +10 melee (1d6+4) against grappled foes.

Ink Cloud (Ex): 20 ft. radius sphere, Ref DC13. Save DC Charisma-based.

Design Notes
This is an alternative Homebrew version I whipped up while we were converting this monster for the Creature Catalog, in which it’s indexed as the “Deep Dweller”. That version is a less formidable than this one. The Deep-Dwelling Octopus first appeared, under that name, in the Dragon Magazine #190 article “Deep Beneath the Waves” by Bryan K. Bernstein.

Unlike most octopodes, the deep-dwelling octopus has no chameleon ability. There’s no point it changing its colour to hide in the abyssal depths where there’s no light to see the colours! Presumably this ability evolved to become its bioluminescence, which is actually useful to the creature.

An earlier conversion had Level Adjustments of +3/+5/+6 for standard/big/giant varieties, but I realized that was too low for a creature with both Reach and the ability to wield up to six weapons simultaneously without penalty so increased that by another +2 to +5/+6/+7 which by a pleasant coincidence also gave the standard creature an ECL or 8. However, at CR 2 that seemed too high so I decided to simply cut the Gordian knot and ignore the problem by giving them LA — so they can't become Player Characters which also had the happy effect of making it easier to resist the temptation to stat them up as a Savage Species-style Monster Class. Besides, it'd have to be a pretty strange campaign to include Deep-Dwelling Octopus PCs since these monsters only live around abyssal hydrothermal vents.


Build Notes
Added Climb speed, changed from "Deepwater Octopus" to "Deep-Dwelling Octopus".

Deep-Dwelling Octopus Skill Points: Escape Artist 0, Hide 2, Listen 2, Move Silently 2, Spot 0, Swim 0 (6SP)
Big Deep-Dwelling Octopus Skill Points: Escape Artist 0, Hide 2, Listen 3, Move Silently 2, Spot 1, Swim 0 (8SP)
Giant Deep-Dwelling Octopus Skill Points: Escape Artist 0, Hide 4, Listen 3, Move Silently 2, Spot 1, Swim 0 (10SP)
 
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Cleon

Hero
SQUID

Squid Redux
Medium Animal (Aquatic)
Hit Dice: 3d8 (13 hp)
Initiative: +3
Speed: Swim 60 ft. (12 squares)
Armor Class: 16 (+3 Dex, +3 natural), touch 13, flat-footed 13
Base Attack/Grapple: +2/+10*
Attack: Tentacles +5 melee (0)
Full Attack: Tentacles +5 melee (0) and arms +3 melee (0) and bite +3 melee (1d6+1)
Space/Reach: 5 ft./5 ft.
Special Attacks: Constrict 1d4+2, improved grab, tearing beak [grapple or +5 melee, 1d6+2]
Special Qualities: Chameleon, ink cloud, jet, low-light vision
Saves: Fort +3, Ref +6, Will +2
Abilities: Str 14, Dex 17, Con 11, Int 1, Wis 12, Cha 2
Skills: Hide +7, Listen +4, Spot +8, Swim +11
Feats: Blind-Fight, Endurance, Multiattackᴮ, Weapon Finesseᴮ
Environment: Any aquatic
Organization: Solitary, squad (2–10), audience (10–100) or shoal (100–1,000) [many species only use the smaller groups]
Challenge Rating: 2
Advancement: 4–5 HD (Medium); 6–9 HD (Large)
Level Adjustment:

These free-swimming molluscs are fairly aggressive and are more feared than sharks in some locales.

This entry describes a particularly big squid. The jumbo squid (Dosidicus gigas) is the commonest species and some fishermen fear it so they call them the "Red Devil", other examples include the Dana octopus squid (Taningia danae) and robust clubhook squid (Onykia robusta). While not the size of a true giant squid like Architeuthis they are big enough to threaten swimmers. Most squid are smaller, usually Tiny size or less (see below for descriptions). Such squid may be adults of modest-sized species or the young of bigger squid.

This squid has a body three to five feet long and weighs 50 to 100 pounds. The length of the arms and tentacles varies greatly depending on species. Arms usually range from about one-half to two-thirds the squid's body length. Tentacles are usually longer than the arms and are typically as long as or slightly shorter than the body, but may be several times body-length or as short as the arms.

Combat
A squid is a straightforward combatant. It seeks to seize an opponent with its tentacles and arms and then bite them with its tearing beak. If injured or outmatched they try to jet away under the cover of an ink cloud.

Chameleon (Ex): A squid can change its colour and produce light, giving it a +4 racial bonus on Hide checks. The squid does not need cover or concealment to attempt a Hide check if it can match the colour and brightness of its surroundings.

Constrict (Ex): A squid automatically deals 1d4+2 points of constriction damage with a successful grapple check.

If the squid is close enough to bite the opponent it is constricting it can simultaneously uses its Tearing Beak special attack on them.

Improved Grab (Ex): To use this ability, a squid must hit an opponent of any size with a tentacles or arms attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can use Tearing Beak.

*A squid has a +6 racial bonus to grapple checks.

Tearing Beak (Ex): A squid can bite an opponent it is grappling as a primary attack (bite +5 melee for 1d6+2 damage) or by succeeding at an opposed grapple check (for the same damage).

Ink Cloud (Ex): A squid can emit a cloud of jet-black ink 15 feet high by 15 feet wide by 15 feet long once per minute as a free action. The cloud provides total concealment, which the squid normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): A squid can jet backward once per round as a full-round action, at a speed of 300 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Skills: A squid's large eyes give it a +4 racial bonus to Spot checks and its chameleon ability gives it a +4 racial bonus to Hide checks.

A squid has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard and can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. A squid can use either its Dexterity modifier or Strength modifier on Swim checks, whichever is better.

Squid Notes
In general anatomy, a squid's body is engulfed within a muscular cape called a mantle, with a head protruding from one end and a pair of fins towards the tail (some squid have more elaborate mantle fringes or two pairs of fins). The squid can expand its mantle body-wall to suck in water, then contract the mantle to squirt out water and jet about, directing the flow through a nozzle-like siphon; the mantle also contains the gills. The main body inside the mantle holds the vital organs (including three hearts plus digestive and reproductive organs), an ink sac and a leaf-shaped chitinous support called a gladius. The brain lies at the back of the head which also has large round eyes, a pair of tentacles and eight arms The mouth with the squid's sharp beak and a file-like tongue (the radula) is hidden at the centre of its limbs. A squid's brain is a complex nerve-ring surrounding the oesophagus (the throat) and is slightly protected by a cartilaginous cranium, multiple nerve-ganglia branch from it to other parts of the body.

Squid can change colour using special skin organs called chromatophores and many species (including the jumbo squid) are bioluminescent as well, with spots on their body or limbs that can produce light in a continuous glow or bright flashes. Squid are not quite as adept at camouflage as their octopus and cuttlefish cousins squid but can still hide from predators by changing colour to match their surroundings and using bioluminescence to counter-illuminate any sunlight coming from above them. Squid also use colour changing to interact with other squid (courtship displays and other social interactions), attempt to intimidate predators or to confuse prey with bright flashes of light and colour (they also use posture and tentacle-gestures to communicate). A squid can change its hue and brightness very rapidly – maybe too fast for an ordinary humanoid's eyes to follow. The range of colour varies somewhat between species, but is usually some combination of red, white, yellow, black/brown and occasionally blue or green. Jumbo squid normally rapidly flash between white and red when hunting (hence their name of Red Devil).

Squid live fast and have voracious appetites. They have no qualms against cannibalism and will eat smaller or wounded squid of their own species. Some squid (including the jumbo squid) are gregarious enough to migrate and hunt in large groups called "shoals". Shoaling squid can cooperate to catch prey but this usually only means they'll try to eat the same animal without fighting each other for the privilege, they may still resort to cannibalism of injured fellow squid. Jumbo squid however are known to communicate with each other while hunting collaboratively. Shoals sometimes congregate for reproduction too (one of the few times the shoaling squid are not concerned about cannibalizing one another).

Most squid only have a lifespan of a year or two, with the larger species usually living longer. They mate once and die shortly afterwards. Some species reproduce in shoals and others just meet as individuals, do the deed, and then separate. At least one species, the Diamond Squid (Thysanoteuthis rhombus) form male & female mating pairs that stay in the same area, if one dies the other squid still likely remains in the area. In most species male squid fertilize their mates with a specialized tentacle like octopuses do, although a few species like the giant squid Architeuthis use a stabbing penis instead. Females lay strings or clumps of numerous relatively large eggs which they usually attach to the sea floor, although some species leave their eggs to float freely.

The chromatophores of cephalopods are elastic sacs full of pigment whose size and shape the animal controls by muscular action, ballooning out the sac to display colour and shrinking it to a microscope dot to conceal it. The organ may also have reflectors and diffraction layers to display colours the cephalopod cannot produce pigments for. Each chromatophore has individual nerve connections allowing precise changes to the organ's opacity, reflectivity and translucency.

The light of bioluminescent cephalopods is created by symbiotic bacteria cultured in specialized skin organs called photophores. These organs are similar to chromatophores and can be very complex, possessing lenses, reflectors or even colour filters or shutters. The animal changes the light's brightness and direction using muscles around each photophore and can alter the amount of glowing bacteria living in the organ by feeding or starving them. The same or similar glowing bacteria are responsible for the luminosity of the mucus that fire-shooting squid squirt out (see the Glow-Ink Cephalopod entry under Ink Variants).

Many squid are edible or even tasty. However, many other squid contain ammonia in their tissues which may be concentrated enough to give their flesh an unpleasant reek and nauseating flavour or render it uneatable. A squid species' ammonia content may vary with the time of year. Jumbo squid, for example, have only inconsequential traces of the chemical during the season fishing boats catch them, but out-of-season they're often too foul to eat. Numerous species belong to the gelatinous squid and glass squid types, which are particularly high in ammonia and completely inedible to normal humanoids (such animals are described in the Gelatinous Cephalopod and Glass Cephalopod entries far below under Squid Variants).

Large Squid
Large Animal (Aquatic)
Hit Dice: 6d8+12 (33 hp)
Initiative: +3
Speed: Swim 60 ft. (12 squares)
Armor Class: 17 (–1 size, +3 Dex, +5 natural), touch 12, flat-footed 14
Base Attack/Grapple: +4/+20*
Attack: Tentacles +10 melee (0)
Full Attack: Tentacles +10 melee (0) and arms +7 melee (0) and bite +7 melee (1d8+3)
Space/Reach: 10 ft./5 ft. (10 ft. with tentacles)
Special Attacks: Constrict 1d6+6, improved grab, tearing beak [grapple or +9 melee, 1d8+6]
Special Qualities: Chameleon, ink cloud, jet, low-light vision
Saves: Fort +7, Ref +8, Will +3
Abilities: Str 22, Dex 16, Con 15, Int 1, Wis 12, Cha 2
Skills: Hide +6, Listen +4, Spot +8, Swim +14
Feats: Blind-Fight, Endurance, Multiattackᴮ, Weapon Focus (tentacles)
Environment: Any aquatic
Organization: Solitary, squad (2–10), audience (1–3 plus 10–100 squid) or shoal (1–10 plus 100–1,000 squid)
Challenge Rating: 4
Advancement: 7–9 HD (Large)
Level Adjustment:

This is simply a standard squid advanced to Large size. Squid grow to this size very rarely and can be encountered alone, in squads the same size, or in a group with smaller-sized squid of the same species. Even an entire shoal of standard Medium squid is unlikely to number many such impressive specimens.

Large squid have bodies six to eight feet long with proportionally sized tentacles and arms, they typically weigh around 300 to 500 pounds. This is the upper size limit for a normal squid although giant squid (i.e. Architeuthis dux) may grow even larger.

Combat
Large squid fight in an identical manner to smaller squid. The squid's tentacles have a reach equal to a tall creature of its size. Their special abilities are identical to its normal-sized kin save for the following improvements:

Constrict (Ex): Damage is 1d6+6.

Tearing Beak (Ex): Bite +9 melee (1d8+6) against grappled foes.

Ink Cloud (Ex): A Large squid can emit a cloud of jet-black ink 20 feet high by 20 feet wide by 20 feet long.

Small Squid
Small Animal (Aquatic)
Hit Dice: 2d8 (9 hp)
Initiative: +3
Speed: Swim 60 ft. (12 squares)
Armor Class: 16 (+1 size, +3 Dex, +2 natural), touch 14, flat-footed 13
Base Attack/Grapple: +1/+8*
Attack: Tentacles +5 melee (0)
Full Attack: Tentacles +5 melee (0) and arms +3 melee (0) and bite +3 melee (1d4)
Space/Reach: 5 ft./5 ft.
Special Attacks: Constrict 1d3+1, improved grab, tearing beak [grapple or +5 melee, 1d4+1]
Special Qualities: Chameleon, ink cloud, jet, low-light vision
Saves: Fort +3, Ref +6, Will +1
Abilities: Str 12, Dex 17, Con 11, Int 1, Wis 12, Cha 2
Skills: Hide +11, Listen +3, Spot +7, Swim +11
Feats: Blind-Fight, Multiattackᴮ, Weapon Finesseᴮ
Environment: Any aquatic
Organization: Solitary, squad (2–10), audience (10–100) or shoal (100–1,000) [many species only use the smaller groups]
Challenge Rating: 1
Advancement:
Level Adjustment:

These are basically just smaller versions of a Medium size squid such as the jumbo squid and may even be adults of that species. A group may contain both Small and Medium squid of the same species, but usually no Large squid (since they'd eat the Small ones). Small squid are still big enough to potentially injure or even kill a person but are too little to contemplate attacking humanoids for food, with the possible exception of small races such as gnomes and halflings.

Such squid typically have bodies roughly two to three feet long and weigh from 12 to 25 pounds, their arms and tentacles generally range from one to three feet in length.

Combat
Small squid fight in an identical manner to standard squid. Their special abilities are identical to its normal-sized kin save for the following changes:

Constrict (Ex): Damage is 1d3+1.

Improved Grab (Ex): *A small squid has a +10 racial bonus to grapple checks.

Tearing Beak (Ex): Bite +5 melee (1d4+1) against grappled foes.

Tiny Squid
Tiny Animal (Aquatic)
Hit Dice: 1d8 (4 hp)
Initiative: +3
Speed: Swim 60 ft. (12 squares)
Armor Class: 16 (+2 size, +3 Dex, +1 natural), touch 15, flat-footed 13
Base Attack/Grapple: +0/+6*
Attack: Tentacles +5 melee (0)
Full Attack: Tentacles +5 melee (0) and arms +3 melee (0) and bite +3 melee (1d3–1)
Space/Reach: 2½ ft./0 ft.
Special Attacks: Improved grab, tearing beak [grapple or +5 melee, 1d3–1]
Special Qualities: Chameleon, ink cloud, jet, low-light vision
Saves: Fort +2, Ref +5, Will +1
Abilities: Str 8, Dex 17, Con 11, Int 1, Wis 12, Cha 2
Skills: Hide +15, Listen +3, Spot +7, Swim +11
Feats: Blind-Fight, Multiattackᴮ, Weapon Finesseᴮ
Environment: Any aquatic
Organization: Solitary, squad (2–10), audience (10–100) or shoal (100–1,000) [many species only use the smaller groups]
Challenge Rating: 1/4
Advancement:
Level Adjustment:

Tiny squid are extremely common and are often caught by fishermen and larger sea creatures for food.

Such squid typically have bodies 12 to 18 inches long and weigh 2 or 3 pounds, their arms and tentacles are usually about a foot in length.

Combat
Tiny squid have a nasty bite but pose no real danger to creatures that aren't Diminutive or smaller. They try to flee from everything bigger than themselves.

Chameleon (Ex): A squid can change its colour and produce light, giving it a +4 racial bonus on Hide checks. The squid does not need cover or concealment to attempt a Hide check if it can match the colour and brightness of its surroundings.

Improved Grab (Ex): To use this ability, a squid must hit an opponent of any size with a tentacles or arms attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can use Tearing Beak.

*A Tiny squid has a +15 racial bonus to grapple checks.

Tearing Beak (Ex): A Tiny squid can bite an opponent it is grappling as a primary attack (bite +5 melee for 1d3–1 damage) or by succeeding at an opposed grapple check (for the same damage).

Ink Cloud (Ex): A Tiny squid can emit a cloud of jet-black ink 5 feet high by 5 feet wide by 5 feet long once per minute as a free action. The cloud provides total concealment, which the squid normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): A squid can jet backward once per round as a full-round action, at a speed of 300 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Skills: A squid's large eyes give it a +4 racial bonus to Spot checks and its chameleon ability gives it a +4 racial bonus to Hide checks.

A squid has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard and can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. A squid can use either its Dexterity modifier or Strength modifier on Swim checks, whichever is better.

Diminutive Squid
Diminutive Animal (Aquatic)
Hit Dice: ½d8 (2 hp)
Initiative: +3
Speed: Swim 60 ft. (12 squares)
Armor Class: 17 (+4 size, +3 Dex), touch 17, flat-footed 14
Base Attack/Grapple: +0/+0*
Attack: Tentacles +7 melee (0)
Full Attack: Tentacles +7 melee (0) and bite +5 melee (1)
Space/Reach: 1 ft./0 ft.
Special Attacks: Improved grab, tearing beak [grapple or +7 melee, 1 damage]
Special Qualities: Chameleon, ink cloud, jet, low-light vision
Saves: Fort +2, Ref +5, Will +1
Abilities: Str 4, Dex 17, Con 11, Int 1, Wis 12, Cha 2
Skills: Hide +17, Listen +3, Spot +7, Swim +11
Feats: Blind-Fight, Multiattackᴮ, Weapon Finesseᴮ
Environment: Any aquatic
Organization: Solitary, squad (2–10), audience (10–100) or shoal (100–1,000) [many species only use the smaller groups]
Challenge Rating: 1/8
Advancement:
Level Adjustment:

Even more abundant than Tiny squid, these Diminutive cephalopods are an important element in many marine ecosystems. Even smaller squid of Fine size exist but are too miniscule to be of much significance to humanoids apart from their use as snack food.

Diminutive squid typically average about 9 inches in body length, or 15 to 18 inches including their arms and tentacles. They weigh half a pound or so.

Combat
Diminutive squid can give a painful nip but are a negligible threat to anything that isn't Fine size. They try to flee from any creature that's Tiny size or larger.

Chameleon (Ex): A Diminutive squid can change its colour and produce light, giving it a +2 racial bonus on Hide checks. The squid does not need cover or concealment to attempt a Hide check if it can match the colour and brightness of its surroundings.

Improved Grab (Ex): To use this ability, a Diminutive squid must hit an opponent of any size with a tentacles attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can use Tearing Beak.

*A Diminutive squid has a +15 racial bonus to grapple checks.

Tearing Beak (Ex): A Diminutive squid can bite an opponent it is grappling as a primary attack (bite +7 melee for 1 damage) or by succeeding at an opposed grapple check (for the same damage).

Ink Cloud (Ex): A Diminutive squid can emit a cloud of jet-black ink 2 feet high by 2 feet wide by 2 feet long once per minute as a free action. The cloud provides total concealment, which the squid normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): A squid can jet backward once per round as a full-round action, at a speed of 300 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Skills: A squid's large eyes give it a +4 racial bonus to Spot checks and its chameleon ability gives it a +2 racial bonus to Hide checks.

A squid has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard and can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line. A squid can use either its Dexterity modifier or Strength modifier on Swim checks, whichever is better.
 

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