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First Post
It's only taken me.... several months to get around to actually doing this, but hopefully the first conversion will make up for it. 
The Baernaloth.
At first I didn't think I was going to convert this creature. It's 2nd Edition stats were very lackluster and were, to me, the epitome of flavor text not matching up with the rules. The 2nd Edition Baern weren't very smart, nor were they exceptionally powerful. In fact, they were pretty weak.
But, I thought it might be cool to reimagine the baern and see if I could somehow make the flavor match with the rules. Only an Epic version would do in this case. Hopefully I succeeded, but I had a lot more ideas for abilities that these guys might have.
Originally, they were going to be CR 25, but I felt that their abilities were vicious enough to warrant a +2 to their CR. I still think that CR becomes only a rough guideline of power at this stage in the game, so it may be a bit off.
Hope you enjoy.
The Gacholoth will be next. In fact, he only needs some rule clarifications and flavor text. He should be up later tonight.
BAERNALOTH
Large Outsider (Evil, Extraplanar, Yugoloth)
Hit Dice: 24d8+216 (324 hp)
Initiative: +11
Speed: 40 ft. (8 squares)
Armor Class: 44 (-1 size, +11 Dex, +14 natural, +10 profane), touch 30, flat-footed 33
Base Attack/Grapple: +24/+30
Attack: Touch +34 melee (5d8+10)
Full Attack: 2 touches +34 melee (5d8+10)
Space/Reach: 10 ft./10 ft.
Special Attacks: Expunge alignment, horrid touch, mastery of the flesh, spell-like abilities
Special Qualities: Damage reduction 20/epic and good and silver, darkvision 60 ft., fast healing 10, immunities, immunity to acid and poison, malignant presence, resistance to cold 10 and electricity 10 and fire 10, spell resistance 36, telepathy 100 ft., true seeing
Saves: Fort +33, Ref +35, Will +34
Abilities: Str 15, Dex 32, Con 29, Int 32, Wis 30, Cha 30
Skills: Appraise +38, Bluff +37, Concentration +36, Decipher Script +38, Diplomacy +45, Disguise +37 (+41 to act in character), Gather Information +37, Intimidate +41, Knowledge (arcane) +38, Knowledge (history) +38, Knowledge (religion) +38, Knowledge (the planes) +38, Listen +41, Search +38, Sense Motive +37, Spellcraft +42 (+46 to decipher spells on scrolls), Spot +41, Tumble +38, Use Magic Device +37 (+45 to checks involving scrolls)
Feats: Ability Focus (expunge extremes), Ability Focus (mastery of the flesh), Boost Spell-Like Ability, Combat Reflexes, Dodge, Empower Spell-Like Ability (chain lightning), Heighten Spell-Like Ability (confusion), Quicken Spell-Like Ability (confusion), Weapon Finesse
Environment: Bleak Eternity of Gehenna or Gray Waste of Hades
Organization: Solitary
Challenge Rating: 25
Treasure: Triple coins; double goods; double items
Alignment: Always neutral evil
Advancement: 24-48 HD (Large); 49-72 HD (Huge); or by character class
Like some horror out of myth, this semi-humanoid creature rises up to its full height. Atop a thin neck sits a head seemingly patched together from various animals; a skeletal horse’s head covered with thin, putrescent flesh and topped by a pair of massive, curved horns. Its arms and legs are long and lanky and its frame is unnervingly emaciated. Despite its frail appearance, unholy power rolls off the creature in staggering waves. An alien brilliance beams from within its sunken eyes.
The baernaloth are some of the most enigmatic beings in the multiverse. They wander the planes in solitude, pursuing whatever ghastly goals their fiendishly brilliant minds can concoct, occasionally enacting these schemes, but most often discarding them for something else even more terrible.
According to rumors passed across dimly lit tabletops and through the mouths of the barmy, the stupid, and the wicked, the baern created the fiends. Such rumors are quickly dismissed or even outright laughed at. However, whatever truths may be behind such rumors, the baern are powerful, supposedly as powerful as the Dukes of Hell, the Dark Eight, and some Demonic Lords. Even the yugoloths give them a wide berth, though whether this is due to their raw power or to some unknown status afforded them, none knows.
Some even question whether the baern are yugoloths or something else entirely. Though one thing is universally certain, to cross a baern is one fast way to get oneself in the ‘Deader than Dead Book.’
A baernaloth stands about 8 feet tall and weighs 500 pounds.
COMBAT
The baern are canny, unfathomable creatures. Their plots, counterplots, schemes, and agendas span the ages of the multiverse. The plans of a particular baern may not come to fruition for thousands of years are as early as next week.
The baern are equally capable combatants, though they often prefer to toy with creatures before transforming them into some debased and humiliating form with their deform ability. Others have been encountered with entourages of creatures transformed by their mutate ability and then subsequently controlled via the baern’s dominate monster spell.
Some baern that have been encountered possess powerful spellcasting or psionic abilities, while others may have even further powers over flesh. Very few baern are truly alike and ‘average’ members of their race are almost entirely unheard of. Many possess vastly unique capabilities that replace or even expand upon the ‘average’ abilities.
A baernaloth’s natural weapons, as well as any weapons it wields, are treated as epic and evil-aligned for the purpose of overcoming damage reduction.
Expunge Alignment (Su): Rumors persist that the baern created the yugoloths, the tanar’ri, and the baatezu. Whether this rumor is true or not, it is undeniable that the baern possess a remarkable control over the ethical and moral outlooks of creatures. As a full-round action (provoking an attack of opportunity), the baern can attempt to expunge the moral or ethical outlook of a creature within 60 ft. The baernaloth must be able to see the creature for this ability to work. The resultant effects depend upon the alignment of the creature. Creatures are allowed a Will save (DC 34) to halve the damage and negate the alignment change and the secondary effect. The save DC is Charisma-based and includes a +2 bonus from the baernaloth’s Ability Focus feat.
Creatures can be affected by more than one of the effects. For example, a chaotic good creature would need to save twice, once for being chaotic and once for being good. The only way to reverse the effects are with a wish or a miracle.
Horrid Touch(Su): The mere touch of a baernaloth can inflict grievous wounds. A baernaloth that succeeds on a touch attack against a target deals 5d8 points of damage, plus a number of points equal to its Charisma bonus (normally +10). Creatures touched are allowed a Will save (DC 32) to halve the damage. The save DC is Charisma-based.
Immunities (Ex): In addition to their normal yugoloth immunities, the baern are also immune to polymorph effects (though they can still polymorph themselves), fear effects, ability damage, and ability drain.
Malignant Presence (Su): A baernaloth’s personal presence manifests itself as an unseen protective force. The baernaloth adds its Charisma bonus as a profane bonus to all of its saves and to its Armor Class.
Mastery of the Flesh (Su): The baernaloth possess a remarkable power to shape flesh with a mere touch. The baernaloth can forgo dealing damage with its horrid touch attack and with a successful touch attack, it can inflict the touched creature with one of the three following effects (the baernaloth’s choice). The baernaloth can perform only one touch per round when it uses its Mastery of the Flesh ability. The save DC’s are Charisma based and include a +2 bonus from the baernaloth’s Ability Focus feat.
Spell-Like Abilities: At will – blasphemy (DC 27), chain lightning (DC 26), confusion (DC 24), contagion (DC 24), deeper darkness, desecrate, detect chaos, detect good, detect law, dispel chaos (DC 25), dispel good (DC 25), dispel law (DC 25), dominate monster (DC 29), fly, greater dispel magic, greater teleport (self plus 50 pounds of objects only), persistent image, polymorph (self only), symbol of pain (DC 25), unhallow, utterdark*; 3/day – energy drain, shapechange, symbol of death (DC 28), symbol of insanity (DC 28); 1/day – crown of vermin (DC 30), power word kill. Caster level 24th. The save DC’s are Charisma based.
True Seeing (Su): Baernaloths have a continuous true seeing ability, as the spell (caster level 24th).
Skills: A baernaloth has a +4 racial bonus on Spot and Listen checks.
* See Book of Vile Darkness or Lords of Madness.
The Baernaloth.
At first I didn't think I was going to convert this creature. It's 2nd Edition stats were very lackluster and were, to me, the epitome of flavor text not matching up with the rules. The 2nd Edition Baern weren't very smart, nor were they exceptionally powerful. In fact, they were pretty weak.
But, I thought it might be cool to reimagine the baern and see if I could somehow make the flavor match with the rules. Only an Epic version would do in this case. Hopefully I succeeded, but I had a lot more ideas for abilities that these guys might have.
Originally, they were going to be CR 25, but I felt that their abilities were vicious enough to warrant a +2 to their CR. I still think that CR becomes only a rough guideline of power at this stage in the game, so it may be a bit off.
Hope you enjoy.
The Gacholoth will be next. In fact, he only needs some rule clarifications and flavor text. He should be up later tonight.
BAERNALOTH
Large Outsider (Evil, Extraplanar, Yugoloth)
Hit Dice: 24d8+216 (324 hp)
Initiative: +11
Speed: 40 ft. (8 squares)
Armor Class: 44 (-1 size, +11 Dex, +14 natural, +10 profane), touch 30, flat-footed 33
Base Attack/Grapple: +24/+30
Attack: Touch +34 melee (5d8+10)
Full Attack: 2 touches +34 melee (5d8+10)
Space/Reach: 10 ft./10 ft.
Special Attacks: Expunge alignment, horrid touch, mastery of the flesh, spell-like abilities
Special Qualities: Damage reduction 20/epic and good and silver, darkvision 60 ft., fast healing 10, immunities, immunity to acid and poison, malignant presence, resistance to cold 10 and electricity 10 and fire 10, spell resistance 36, telepathy 100 ft., true seeing
Saves: Fort +33, Ref +35, Will +34
Abilities: Str 15, Dex 32, Con 29, Int 32, Wis 30, Cha 30
Skills: Appraise +38, Bluff +37, Concentration +36, Decipher Script +38, Diplomacy +45, Disguise +37 (+41 to act in character), Gather Information +37, Intimidate +41, Knowledge (arcane) +38, Knowledge (history) +38, Knowledge (religion) +38, Knowledge (the planes) +38, Listen +41, Search +38, Sense Motive +37, Spellcraft +42 (+46 to decipher spells on scrolls), Spot +41, Tumble +38, Use Magic Device +37 (+45 to checks involving scrolls)
Feats: Ability Focus (expunge extremes), Ability Focus (mastery of the flesh), Boost Spell-Like Ability, Combat Reflexes, Dodge, Empower Spell-Like Ability (chain lightning), Heighten Spell-Like Ability (confusion), Quicken Spell-Like Ability (confusion), Weapon Finesse
Environment: Bleak Eternity of Gehenna or Gray Waste of Hades
Organization: Solitary
Challenge Rating: 25
Treasure: Triple coins; double goods; double items
Alignment: Always neutral evil
Advancement: 24-48 HD (Large); 49-72 HD (Huge); or by character class
Like some horror out of myth, this semi-humanoid creature rises up to its full height. Atop a thin neck sits a head seemingly patched together from various animals; a skeletal horse’s head covered with thin, putrescent flesh and topped by a pair of massive, curved horns. Its arms and legs are long and lanky and its frame is unnervingly emaciated. Despite its frail appearance, unholy power rolls off the creature in staggering waves. An alien brilliance beams from within its sunken eyes.
The baernaloth are some of the most enigmatic beings in the multiverse. They wander the planes in solitude, pursuing whatever ghastly goals their fiendishly brilliant minds can concoct, occasionally enacting these schemes, but most often discarding them for something else even more terrible.
According to rumors passed across dimly lit tabletops and through the mouths of the barmy, the stupid, and the wicked, the baern created the fiends. Such rumors are quickly dismissed or even outright laughed at. However, whatever truths may be behind such rumors, the baern are powerful, supposedly as powerful as the Dukes of Hell, the Dark Eight, and some Demonic Lords. Even the yugoloths give them a wide berth, though whether this is due to their raw power or to some unknown status afforded them, none knows.
Some even question whether the baern are yugoloths or something else entirely. Though one thing is universally certain, to cross a baern is one fast way to get oneself in the ‘Deader than Dead Book.’
A baernaloth stands about 8 feet tall and weighs 500 pounds.
COMBAT
The baern are canny, unfathomable creatures. Their plots, counterplots, schemes, and agendas span the ages of the multiverse. The plans of a particular baern may not come to fruition for thousands of years are as early as next week.
The baern are equally capable combatants, though they often prefer to toy with creatures before transforming them into some debased and humiliating form with their deform ability. Others have been encountered with entourages of creatures transformed by their mutate ability and then subsequently controlled via the baern’s dominate monster spell.
Some baern that have been encountered possess powerful spellcasting or psionic abilities, while others may have even further powers over flesh. Very few baern are truly alike and ‘average’ members of their race are almost entirely unheard of. Many possess vastly unique capabilities that replace or even expand upon the ‘average’ abilities.
A baernaloth’s natural weapons, as well as any weapons it wields, are treated as epic and evil-aligned for the purpose of overcoming damage reduction.
Expunge Alignment (Su): Rumors persist that the baern created the yugoloths, the tanar’ri, and the baatezu. Whether this rumor is true or not, it is undeniable that the baern possess a remarkable control over the ethical and moral outlooks of creatures. As a full-round action (provoking an attack of opportunity), the baern can attempt to expunge the moral or ethical outlook of a creature within 60 ft. The baernaloth must be able to see the creature for this ability to work. The resultant effects depend upon the alignment of the creature. Creatures are allowed a Will save (DC 34) to halve the damage and negate the alignment change and the secondary effect. The save DC is Charisma-based and includes a +2 bonus from the baernaloth’s Ability Focus feat.
Chaotic: A chaotic creature takes 6d6 points of damage as the chaos is violently purged from its body. If the creature fails its save, its ethical alignment becomes neutral and it is stunned for 2d4 rounds. Creatures with the chaotic subtype automatically take 6d8 points of damage (no save) and must make a Will save or be utterly destroyed, their bodies torn apart into the very primal energies of the multiverse.
Lawful: A lawful creature takes 6d6 points of damage as the forces of law are ripped from its body. If the creature fails its save, its ethical alignment becomes neutral and it is nauseated for 2d4 rounds. Creatures with the lawful subtype automatically take 6d8 points of damage (no save) and must make a Will save or be utterly destroyed, their bodies turned to stone.
Good: A good creature takes 6d6 points of damage as the forces of good are expunged from its body. If the creature fails its save, its moral alignment moves one step closer to evil (becoming neutral) and it is exhausted for 2d4 rounds. Creatures with the good subtype automatically take 6d8 points of damage (no save) and must make a Will save or be utterly destroyed, their bodies turned to stone.
Neutral: A creature with a neutral moral alignment (ie lawful neutral) takes 6d6 points of damage as unholy power suddenly overwhelms its mind and body. If the creature fails its save, its moral alignment becomes evil and it is exhausted for 2d4 rounds.
Creatures can be affected by more than one of the effects. For example, a chaotic good creature would need to save twice, once for being chaotic and once for being good. The only way to reverse the effects are with a wish or a miracle.
Horrid Touch(Su): The mere touch of a baernaloth can inflict grievous wounds. A baernaloth that succeeds on a touch attack against a target deals 5d8 points of damage, plus a number of points equal to its Charisma bonus (normally +10). Creatures touched are allowed a Will save (DC 32) to halve the damage. The save DC is Charisma-based.
Immunities (Ex): In addition to their normal yugoloth immunities, the baern are also immune to polymorph effects (though they can still polymorph themselves), fear effects, ability damage, and ability drain.
Malignant Presence (Su): A baernaloth’s personal presence manifests itself as an unseen protective force. The baernaloth adds its Charisma bonus as a profane bonus to all of its saves and to its Armor Class.
Mastery of the Flesh (Su): The baernaloth possess a remarkable power to shape flesh with a mere touch. The baernaloth can forgo dealing damage with its horrid touch attack and with a successful touch attack, it can inflict the touched creature with one of the three following effects (the baernaloth’s choice). The baernaloth can perform only one touch per round when it uses its Mastery of the Flesh ability. The save DC’s are Charisma based and include a +2 bonus from the baernaloth’s Ability Focus feat.
Corrupt Flesh: As a standard action, the baernaloth can warp and twist the flesh of creatures with its malignant touch. This causes 1d8 points of Constitution and Wisdom drain as viscous, pus-oozing sores break out on the creature’s body. The creature also begins to exude a horrible, nauseating stench. Anyone within 20 ft. of that creature must make a Fort save (DC 34) or be nauseated for 10 rounds. Whether or not the save is successful, a creature cannot be affected more than once in 24 hours by the stench effect from the same creature. A successful Fort save DC 34 halves the Con and Wis drain and negates the stench effect. Outsiders with the evil subtype are immune to this ability. Creatures with immunity to poison are immune to the debilitating effects of the stench. The affected creature stops exuding the stench only when all of the ability drain is healed.
A creature reduced to 0 Con in this manner is reduced to a puddle of black, viscous corruption. Only a limited wish, wish, or miracle can save the creature at this point.
A creature reduced to 0 Con in this manner is reduced to a puddle of black, viscous corruption. Only a limited wish, wish, or miracle can save the creature at this point.
Deform: As a standard action, the baernaloth’s touch can deform flesh, shaping it into hideous forms. A creature touched takes 1d6 points of Strength, Dexterity, and Constitution damage as its muscles and flesh begin to liquefy. A successful Fort save (DC 34) halves the ability damage.
A creature reduced to 0 Str, Dex, or Con in this manner is killed and its form is changed into whatever suitable shape the wicked baernaloth has in mind. Favorite shapes include simple balls of flesh or a horrible mockery of the creature’s previous form. Some have been known to fashion thrones or statues from the bodies of creatures they have deformed.
A creature reduced to 0 Str, Dex, or Con in this manner is killed and its form is changed into whatever suitable shape the wicked baernaloth has in mind. Favorite shapes include simple balls of flesh or a horrible mockery of the creature’s previous form. Some have been known to fashion thrones or statues from the bodies of creatures they have deformed.
Mutate: As the most destructive and dangerous of the baernoloth’s abilities, the baernaloth must take a full-round action (provoking an attack of opportunity) and succeed on a touch attack against a target. A creature touched must succeed on a Will save (DC 34) or mutate into a hideously warped version of a common creature.
This is similar to a baleful polymorph spell (caster level 24th) with the following changes. The effect is instantaneous. An affected creature can be mutated into any animal, plant, or vermin with 10 Hit Dice or less. If the current environment would prove hazardous to the newly changed creature, it does not get the normal +4 bonus on its save.
A creature that fails its save immediately gains the new form’s Intelligence, Wisdom, and Charisma scores, its alignment (now evil, due to the fiendish template), and it gains all of the new form’s abilities (both extraordinary and supernatural). The creature loses any memories of its former life along with any abilities granted by its former class and race. Its base attack bonus, base saves, hit points, and skills are reset to its new form (see the Monster Manual for these statistics). In essence, it truly becomes the new creature.
At this point, only a wish or a miracle can return the creature to normal.
This is similar to a baleful polymorph spell (caster level 24th) with the following changes. The effect is instantaneous. An affected creature can be mutated into any animal, plant, or vermin with 10 Hit Dice or less. If the current environment would prove hazardous to the newly changed creature, it does not get the normal +4 bonus on its save.
A creature that fails its save immediately gains the new form’s Intelligence, Wisdom, and Charisma scores, its alignment (now evil, due to the fiendish template), and it gains all of the new form’s abilities (both extraordinary and supernatural). The creature loses any memories of its former life along with any abilities granted by its former class and race. Its base attack bonus, base saves, hit points, and skills are reset to its new form (see the Monster Manual for these statistics). In essence, it truly becomes the new creature.
At this point, only a wish or a miracle can return the creature to normal.
Spell-Like Abilities: At will – blasphemy (DC 27), chain lightning (DC 26), confusion (DC 24), contagion (DC 24), deeper darkness, desecrate, detect chaos, detect good, detect law, dispel chaos (DC 25), dispel good (DC 25), dispel law (DC 25), dominate monster (DC 29), fly, greater dispel magic, greater teleport (self plus 50 pounds of objects only), persistent image, polymorph (self only), symbol of pain (DC 25), unhallow, utterdark*; 3/day – energy drain, shapechange, symbol of death (DC 28), symbol of insanity (DC 28); 1/day – crown of vermin (DC 30), power word kill. Caster level 24th. The save DC’s are Charisma based.
True Seeing (Su): Baernaloths have a continuous true seeing ability, as the spell (caster level 24th).
Skills: A baernaloth has a +4 racial bonus on Spot and Listen checks.
* See Book of Vile Darkness or Lords of Madness.
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