Introduction

Avolakia

The horrifying avolakia enjoys feasting on undead flesh. They have developed remarkable necromantic magic, raising undead both as servants and as sustenance.

Many avolakia are cultists of the Elder Evil Kyuss, a deific undead entity also known as the Worm that Walks. Avolakia use their change shape ability and their hypnotic voice to infiltrate humanoid societies, working towards the dark designs of their evil patron.

Converted from the D&D 3.5 Monster Manual II.

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Avolakia

Large aberration, neutral evil

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• Armor Class 17 (natural armor)
• Hit Points 112 (15d8 + 45)
• Speed 20 ft.

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STR	DEX	CON	INT	WIS	CHA
19 (+4)	16 (+3)	17 (+3)	16 (+3)	21 (+5)	22 (+6)

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• Saving Throws Wis +9, Cha +10
• Skills Arcana +7, Deception +10, Insight +9, Persuasion +10
• Damage Resistances fire, necrotic
• Damage Immunities cold, poison
• Condition Immunities paralyzed, poisoned
• Senses darkvision 60 ft., passive Perception 15
• Languages Avolakian, Common, Undercommon
• Challenge 9 (5000 XP)

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Innate Spellcasting. The avolakia's innate spellcasting ability is Charisma (spell save DC 18, +10 to hit with spell attacks). It can innately cast the following spells, requiring no material components:

At will: detect magic, fear, vampiric touch

3/day each: animate dead, negative energy flood

1/day: abi-dalzim’s horrid wilting, create undead

Magic Resistance. The avolakia has advantage on saving throws against spells and other magical effects.

Regeneration. The avolakia regains 10 hit points at the start of its turn if it has at least 1 hit point.

Slippery. The avolakia has advantage on ability checks and saving throws made to escape a grapple.

Actions

Multiattack. The avolakia makes five attacks: one with its bite and four with its claws.

Bite. Melee Weapon Attack: +8 to hit, reach 5 ft., one target. Hit: 11 (2d6 + 4) piercing damage. If the target is a creature, it succeed on a DC 17 Constitution saving throw or become poisoned. While poisoned in this way, the target can’t regain hit points. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Claw. Melee Weapon Attack: +8 to hit, reach 5 ft., one target. Hit: 9 (2d4 + 4) slashing damage.

Change Shape. The avolakia magically polymorphs into a humanoid that has a challenge rating no higher than its own, or back into its true form. It reverts to its true form if it dies. Any equipment it is wearing or carrying is absorbed or borne by the new form (the avolakia’s choice).

In a new form, the avolakia retains its game statistics and ability to speak, but its AC, movement modes, Strength, Dexterity, and special senses are replaced by those of the new form, and it gains any statistics and capabilities (except class features, legendary actions, and lair actions) that the new form has but that it lacks.

Charming Voice. One humanoid the avolakia can see within 30 feet of it must succeed on a DC 17 Wisdom saving throw or be magically charmed for 1 day. The charmed target obeys the avolakia's spoken commands. If the target takes damage or receives a suicidal command from the avolakia, the target can repeat the saving throw, ending the effect on itself on a success. If a target's saving throw is successful, or if the effect ends for it, the creature is immune to the avolakia's Charming Voice for the next 24 hours.

Bladeling

Bladelings are xenophobic residents of Acheron. Their skin is spotted with metallic blades that the bladeling can launch as projectiles.

Bladelings live in strife-filled communities and cities that are intolerant of outsiders. Some bladelings travel the outer and inner planes, gaining tolerance for, if not trust in, other races.

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Bladeling

Medium humanoid, lawful evil

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• Armor Class 15 (scale mail)
• Hit Points 16 (3d8 + 3)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
14 (+2)	13 (+1)	12 (+1)	10 (+0)	10 (+0)	10 (+0)

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• Damage Resistances cold, fire; bludgeoning, piercing, and slashing from nonmagical weapons that aren't silvered
• Damage Immunities acid
• Senses darkvision 60 ft., passive Perception 10
• Languages Common, Infernal
• Challenge 1 (200 XP)

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Actions

Longsword. Melee Weapon Attack: +4 to hit, reach 5 ft., one target. Hit: 6 (1d8 + 2) slashing damage, or 7 (1d10 + 2) slashing damage if used with two hands to make a melee attack.

Claw. Melee Weapon Attack: +4 to hit, reach 5 ft., one target. Hit: 5 (1d6 + 2) slashing damage.

Razor Storm (Recharges after a Short or Long Rest). The bladeling expels shrapnel-like bits of its metallic skin in a 15-foot cone. Each creature in that cone must make a DC 11 Dexterity saving throw, taking 10 (3d6) piercing damage on a failed save, or half as much damage on a successful one. After using this ability, attack rolls against the bladeling have advantage until the start of the bladeling's next turn.

Converted from the D&D 3.5 Monster Manual II.

Bone Ooze

Gargantuan ooze, unaligned

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• Armor Class 6
• Hit Points 280 (16d20 + 112)
• Speed 20 ft.

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STR	DEX	CON	INT	WIS	CHA
26 (+8)	13 (+1)	24 (+7)	1 (–5)	6 (–2)	4 (–3)

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• Saving Throws Str +14, Dex +7
• Damage Resistances bludgeoning, piercing, and slashing from nonmagical attacks
• Condition Immunities blinded, charmed, deafened, exhaustion, frightened, paralyzed, prone
• Senses blindsight 60 ft. (blind beyond this radius), passive Perception 8
• Languages —
• Challenge 18 (20000 XP)

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Amorphous. The bone ooze can move through a space as narrow as 5 feet wide without squeezing.

Bone Meld. A creature reduced to 0 hit points from damage dealt by the ooze dies as the ooze absorbs its skeleton. The creature can’t be revived by any means short of a wish spell.

Immutable Form. The bone ooze is immune to any spell or effect that would alter its form.

Magic Resistance. The bone ooze has advantage on saving throws against spells and other magical effects.

Actions

Multiattack. The ooze uses engulf. It then makes two attacks with its pseudopod.

Pseudopod. Melee Weapon Attack: +14 to hit, reach 15 ft., one target. Hit: 22 (4d6 + 8) acid damage. If the target is a creature it must make a DC 21 Constitution saving throw. On a failure the creature takes 31 (5d12) necrotic damage and the bone ooze gains a number of temporary hit points equal to the necrotic damage taken.

Engulf. The ooze moves up to its speed. While doing so, it can enter Huge or smaller creatures' spaces. Whenever the ooze enters a creature's space, the creature must make a DC 21 Dexterity saving throw. On a successful save, the creature can choose to be pushed 5 feet back or to the side of the ooze. A creature that chooses not to be pushed suffers the consequences of a failed saving throw. On a failed save, the ooze enters the creature's space, and the creature takes 21 (6d6) acid damage and is engulfed. The engulfed creature can't breathe, is restrained, and takes 35 (10d6) acid damage at the start of each of the ooze’s turns. When the ooze moves, the engulfed creature moves with it.

An engulfed creature can try to escape by taking an action to make a DC 19 Strength check. On a success, the creature escapes and enters a space of its choice within 5 feet of the ooze. A creature within 5 feet of the cube can take an action to pull a creature or object out of the cube. Doing so requires a successful DC 19 Strength check, and the creature making the attempt takes 21 (6d6) acid damage.

Bone Ooze

Bone oozes are also called rolling graveyards because of the numerous bones that hang suspended in their bodies. These incredibly dangerous creatures can grow by magically leaching the bones out of creatures they touch.

A bone ooze is essentially mindless, always moving to engulf any creatures in senses.

Because of the rigid bones in their gelatinous bodies, a bone ooze can't squeeze through as small a space as other oozes.

Braxat

Braxat are cruel and arrogant nocturnal hunters. Braxat fear no one and enjoy using their telepathy to threaten their targets from afar.

The braxat combine physical strength with potent psionics. They relish the hunt, usually striking in large warbands and relishing the carnage.

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Braxat

Large monstrosity, neutral evil

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• Armor Class 16 (natural armor)
• Hit Points 115 (11d10 + 55)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
20 (+5)	12 (+1)	20 (+5)	16 (+3)	12 (+1)	11 (+0)

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• Saving Throws Int +6, Wis +4, Cha +3
• Skills Athletics +8, Intimidation +3, Perception +4
• Damage Resistances bludgeoning, piercing, and slashing from nonmagical attacks
• Senses darkvision 60 ft., passive Perception 15
• Languages Giant, Telepathy 120 ft.
• Challenge 8 (3900 XP)

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Innate Spellcasting (Psionics). The braxat's innate spellcasting ability is Intelligence (spell save DC 14). It can innately cast the following spells, requiring no components:

At will: blink, nondetection

1/day each: confusion, dimension door

Actions

Multiattack. The braxat makes three attacks: two with its greatclub and one with its gore.

Greatclub. Melee Weapon Attack: +8 to hit, reach 5 ft., one target. Hit: 14 (2d8 + 5) bludgeoning damage.

Gore. Melee Weapon Attack: +8 to hit, reach 5 ft., one target. Hit: 9 (1d8 + 5) piercing damage.

Mind Blast (Recharges after a Short or Long Rest). The braxat magically emits psychic energy in a 30-foot cone. Each creature in that area must succeed on a DC 14 Intelligence saving throw or take 21 (4d8+3) psychic damage and be stunned for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Converted from the D&D 3.5 Monster Manual II.

Breathdrinker

The breathdrinker is a dangerous air elemental that feeds on the air from the lungs of living creatures. A breathdrinker will patiently stalk its prey for long periods of time, learning about its capabilities and waiting for an opportune moment to strike.

When a breathdrinker reveals itself, its appearance resembles a horrifying twisted reflection of its intended quarry. Its eyes always appear as two glowing red orbs.

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Breathdrinker

Medium elemental, chaotic evil

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• Armor Class 13
• Hit Points 82 (11d8 + 33)
• Speed 0 ft., fly 80 ft. (hover)

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STR	DEX	CON	INT	WIS	CHA
11 (+0)	17 (+3)	16 (+3)	14 (+2)	13 (+1)	14 (+2)

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• Skills Insight +4, Perception +4
• Damage Resistances bludgeoning, piercing, and slashing from nonmagical attacks
• Damage Immunities poison
• Condition Immunities exhaustion, grappled, paralyzed, petrified, poisoned, prone, restrained, unconscious
• Senses darkvision 60 ft., passive Perception 14
• Languages Auran, Common
• Challenge 7 (2900 XP)

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Horrific Appearance. Any humanoid that starts its turn within 30 feet of the breathdrinker and can see the breathdrinker must make a DC 15 Wisdom saving throw. On a failed save, the creature is frightened for 1 minute. A creature can repeat the saving throw at the end of each of its turns, with disadvantage if the breathdrinker is within line of sight, ending the effect on itself on a success. If a creature's saving throw is successful or the effect ends for it, the creature is immune to the breathdrinker's Horrific Appearance for the next 24 hours.

 Unless the target is surprised or the revelation of the breathdrinker's true form is sudden, the target can avert its eyes and avoid making the initial saving throw. Until the start of its next turn, a creature that averts its eyes has disadvantage on attack rolls against the breathdrinker.

Actions

Multiattack. The breathdrinker uses its steal breath action. It then makes two attacks with its wind scythe.

Wind Scythe. Melee Weapon Attack: +6 to hit, reach 5 ft., one target. Hit: 10 (2d6 + 3) slashing damage.

Invisibility. The breathdrinker magically turns invisible until it attacks or until its concentration ends (as if concentrating on a spell). Any equipment the breathdrinker wears or carries is invisible with it.

Steal Breath. The breathdrinker sucks the air from the lungs of one creature it can see within 5 feet of the breathdrinker. The target must make a DC 15 Constitution saving throw. On a failure, the target takes 18 (4d8) necrotic damage and its hitpoint maximum is reduced by an amount equal to the damage taken.

Gold Horror

Small construct, lawful evil

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• Armor Class 15 (natural armor)
• Hit Points 32 (5d6 + 15)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
14 (+2)	15 (+2)	17 (+3)	9 (–1)	16 (+3)	11 (+0)

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• Damage Vulnerabilities thunder
• Damage Immunities lightning, poison
• Condition Immunities charmed, exhaustion, frightened, paralyzed, petrified, poisoned
• Senses darkvision 60 ft., passive Perception 13
• Languages Clockwork Horror, Telepathy 1 mile
• Challenge 2 (450 XP)

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Actions

Multiattack. The gold horror makes two razor saw attacks.

Razor Saw. Melee Weapon Attack: +4 to hit, reach 5 ft., one target. Hit: 7 (1d10 + 2) slashing damage.

Lightning Blast (Recharge 5-6). The clockwork horror fires lightning in a 60-foot line that is 5 feet wide. Each creature in that line must make a DC 12 Dexterity saving throw, taking 21 (6d6) lightning damage on a failure or half as much on a success.

Platinum Horror

Small construct, lawful evil

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• Armor Class 16 (natural armor)
• Hit Points 75 (10d6 + 40)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
16 (+3)	17 (+3)	18 (+4)	13 (+1)	18 (+4)	15 (+2)

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• Damage Vulnerabilities thunder
• Damage Immunities lightning, poison
• Condition Immunities charmed, exhaustion, frightened, paralyzed, petrified, poisoned
• Senses darkvision 60 ft., passive Perception 14
• Languages Clockwork Horror, Telepathy 1 mile
• Challenge 5 (1800 XP)

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Actions

Multiattack. The platinum horror makes two razor saw attacks.

Razor Saw. Melee Weapon Attack: +6 to hit, reach 5 ft., one target. Hit: 13 (3d6 + 3) slashing damage. In addition, nonmagical armor worn by the target is sundered and takes a permanent and cumulative -1 penalty to the AC it offers. The armor is destroyed if the penalty reduces its AC to 10.

Lightning Blast (Recharge 5-6). The horror fires lightning in a 90-foot line that is 5 feet wide. Each creature in that line must make a DC 13 Dexterity saving throw, taking 27 (6d8) lightning damage on a failure or half as much on a success.

Adamantine Horror

Small construct, lawful evil

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• Armor Class 17 (natural armor)
• Hit Points 171 (18d6 + 108)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
20 (+5)	19 (+4)	22 (+6)	18 (+4)	20 (+5)	18 (+4)

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• Damage Vulnerabilities thunder
• Damage Resistances bludgeoning, piercing, and slashing from nonmagical attacks
• Damage Immunities lightning, poison
• Condition Immunities charmed, exhaustion, frightened, paralyzed, petrified, poisoned
• Senses darkvision 60 ft., passive Perception 15
• Languages Clockwork Horror, Telepathy 1 mile
• Challenge 10 (5900 XP)

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Linked Minds. The adamantine horror can use its telepathy to initiative and maintain telepathic conversations with all other clockwork horrors within its range.

Magic Resistance. the adamantine horror has advantage on saving throws against spells and other magical effects.

Innate Spellcasting. The adamantine horror's innate spellcasting ability is Intelligence (spell save DC 16). It can innately cast the following spells, requiring no material components:

At will: dispel magic

1/day each: antimagic field, disintegrate, fire storm

Actions

Multiattack. The adamantine horror makes three razor saw attacks.

Razor Saw. Melee Weapon Attack: +9 to hit, reach 5 ft., one target. Hit: 16 (2d10 + 5) slashing damage.

Conflagration Ooze

Large ooze, chaotic evil

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• Armor Class 13 (natural armor)
• Hit Points 161 (17d10 + 68)
• Speed 30 ft., climb 10 ft.

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STR	DEX	CON	INT	WIS	CHA
19 (+4)	10 (+0)	18 (+4)	9 (–1)	13 (+1)	14 (+2)

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• Damage Immunities fire
• Condition Immunities blinded, charmed, deafened, exhaustion, prone
• Senses blindsight 60 ft. (blind beyond this radius), passive Perception 12
• Languages Ignan
• Challenge 7 (2900 XP)

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Amorphous. The conflagration ooze can move through a space as narrow as 1 inch wide without squeezing.

Death Burst. When the conflagration ooze dies, it explodes in a burst of fire and magma. Each creature within 10 feet of it must make a DC 14 Dexterity saving throw, taking 14 (4d6) fire damage on a failed save, or half as much damage on a successful one. Flammable objects that aren't being worn or carried in that area are ignited.

Innate Spellcasting. The conflagration ooze's innate spellcasting ability is Charisma (spell save DC 13). It can innately cast the following spells, requiring no material components:

1/day each: confusion, hold monster, sleep

Actions

Multiattack. The conflagration ooze makes two slam attacks.

Slam. Melee Weapon Attack: +7 to hit, reach 5 ft., one target. Hit: 13 (2d8 + 4) bludgeoning damage plus 7 (2d6) fire damage, and the target must succeed on a DC 14 Constitution saving throw or be poisoned for 1 minute. While poisoned in this way, the target's blood turns to liquid fire and it takes 7 (2d6) fire damage at the start of each of its turns. A creature can repeat the saving throw at the start of each of its turns, ending the effect on itself on a success.

Converted from the D&D 3.5 Monster Manual III.

Conflagration Ooze

While most oozes are essentially mindless, conflagration oozes have demonstrated themselves to be quite intelligent. They can speak and are able to use strategy and formulate tactics when hunting. Bizarrely, some conflagration oozes have been known to hoard magical items and conduct arcane research. The goals of this research are unknown.

Conflagration oozes still need to hunt frequently and have no compunctions against attacking and consuming adventurers. The touch of a conflagration ooze spreads a magical toxin that transmutes blood into a liquid fire, cooking its victims from the inside out.

Darkweaver

Medium aberration, neutral evil

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• Armor Class 17 (natural armor)
• Hit Points 121 (22d8 + 22)
• Speed 20 ft., climb 20 ft.

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STR	DEX	CON	INT	WIS	CHA
17 (+3)	18 (+4)	12 (+1)	15 (+2)	16 (+3)	17 (+3)

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• Saving Throws Con +5, Wis +7
• Skills Perception +7, Stealth +8
• Damage Resistances bludgeoning, piercing, and slashing from nonmagical weapons
• Senses darkvision 120 ft. (penetrates magical darkness), passive Perception 17
• Languages Abyssal, Common, Infernal
• Challenge 11 (7200 XP)

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All-Around Vision. The darkweaver has advantage on Wisdom (perception) checks that rely on sight.

Regeneration. The darkweaver regains 10 hit points at the start of its turn if it has at least 1 hit point and isn't in sunlight. If the darkweaver takes radiant damage, this trait doesn't function at the start of the darkweaver's next turn. The darkweaver dies only if it starts it turn with 0 hitpoints and doesn't regenerate.

Shadow Aura. A 30-foot radius sphere of magical darkness surrounds the darkweaver and moves with it. The darkness spreads around corners. A creature with darkvision can't see through this darkness, and nonmagical light can't illuminate it. If any of this spell's area overlaps with an area of light created by a spell of 2nd level or lower, the spell that created the light is dispelled.

Shadow Jump. As a bonus action, the darkweaver can teleport up to 30 feet to an unoccupied space it can see. Both the space it teleports from and the space it teleports to must be in dim light or darkness. The darkweaver can use this ability between the weapon attacks of another action it takes.

Sunlight Weakness. While in sunlight, the darkweaver has disadvantage on attack rolls, ability checks, and saving throws.

Actions

Multiattack. The darkweaver makes three attacks: one with its bite and two with its tentacles.

Bite. Melee Weapon Attack: +8 to hit, reach 5 ft., one target. Hit: 26 (4d10 + 4) piercing damage, and the target must make a DC 15 Constitution saving throw. On a failed save, the target deals only half damage with weapon attacks that use Strength for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Tentacle. Melee Weapon Attack: +8 to hit, reach 10 ft., one target. Hit: 11 (2d6 + 4) bludgeoning damage.

Legendary Actions

The darkweaver can take 3 legendary actions, choosing from the options below. Only one legendary action option can be used at a time and only at the end of another creature's turn. The darkweaver regains spent legendary actions at the start of its turn.

• Shadow Jump. The darkweaver uses its shadow jump ability.
• Suggestion. The darkweaver casts the suggestion spell (spell Save DC 15) without requiring any material components.
• Tentacle. The darkweaver makes a tentacle attack.

Darkweaver

Darkweavers are strange alien entities from a distant plane. The Material Plane has proven to be a good hunting ground, but it is also unfamiliar. Darkweavers seek to learn more about the Material Plane and the capabilities of its inhabitants.

Darkweavers are spider-like creatures with masses of tentacles. They create a shroud of darkness around them that blinds most creatures. Only sunlight or powerful magic can dispel the darkness, leaving the darkweaver exposed and vulnerable.

Demons

Skulvyn

Schools of bestial skylvyn infest the oceans of the Abyss. The skulvyn emit a strange supernatural aura that slows non-demons, letting the skulvyn employ hit-and-run tactics.

The Jarilith and Kelvezu (depicted below) were converted from the D&D 3.5 Monster Manual II. The Myrmyxicus and Skulvyn were converted from the D&D 3.5 Fiend Folio.

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Jarilith

Large fiend (demon), chaotic evil

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• Armor Class 16
• Hit Points 147 (14d10 + 70)
• Speed 50 ft.

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STR	DEX	CON	INT	WIS	CHA
18 (+4)	22 (+6)	21 (+5)	8 (–1)	12 (+1)	14 (+2)

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• Saving Throws Dex +10, Con +9
• Skills Stealth +10, Survival +5
• Damage Resistances cold, fire, lightning; bludgeoning, piercing, and slashing from nonmagical attacks
• Damage Immunities poison
• Condition Immunities poisoned
• Senses blindsight 20 ft., darkvision 60 ft., passive Perception 11
• Languages understands Abyssal but can't speak, Telepathy 120 ft.
• Challenge 11 (7200 XP)

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Innate Spellcasting. The jarilith's innate spellcasting ability is Charisma (spell save DC 14, +6 to hit with spell attacks). It can innately cast the following spells, requiring no material components:

3/day each: darkness, detect thoughts, fear

Magic Resistance. The jarilith has advantage on saving throws against spells and other magical effects.

Pounce. If the jarilith moves at least 20 feet straight toward a creature and then hits it with a claw attack on the same turn, that target must succeed on a DC 17 Strength saving throw or be knocked prone. If the target is prone, the jarilith can make one bite attack against it as a bonus action.

Actions

Multiattack. The jarilith makes three attacks: two with its claws and one with its bite.

Claw. Melee Weapon Attack: +10 to hit, reach 5 ft., one target. Hit: 17 (2d10 + 6) slashing damage. If the jarilith scores a critical hit, it rolls damage dice three times, instead of twice.

Bite. Melee Weapon Attack: +10 to hit, reach 5 ft., one target. Hit: 19 (3d8 + 6) piercing damage plus 7 (2d6) fire damage.

Kelvezu

Medium fiend (demon), chaotic evil

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• Armor Class 19 (natural armor)
• Hit Points 180 (24d8 + 72)
• Speed 30 ft., fly 60 ft. (hover)

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STR	DEX	CON	INT	WIS	CHA
18 (+4)	22 (+6)	16 (+3)	17 (+3)	16 (+3)	18 (+4)

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• Saving Throws Dex +12, Int +9, Wis +9
• Skills Acrobatics +12, Deception +10, Insight +9, Perception +9, Stealth +12
• Damage Resistances cold, fire, lightning; bludgeoning, pierching, and slashing from nonmagical attacks
• Damage Immunities poison
• Condition Immunities charmed, frightened, poisoned
• Senses truesight 30 ft., darkvision 60 ft., passive Perception 19
• Languages All, Telepathy 120 ft.
• Challenge 17 (18000 XP)

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Evasion. If the kelvezu is subjected to an effect that allows it to make a Dexterity saving throw to take only half damage, the kelvezu instead takes no damage if it succeeds on the saving throw, and only half damage if it fails.

Innate Spellcasting. The kelvezu's innate spellcasting ability is Intelligence (spell save DC 17). It can innately cast the following spells, requiring no material components:

At will: darkness, dispel magic, greater invisibility (self only), suggestion, teleport (self only)

Magic Resistance. The kelvezu has advantage on saving throws against spells and other magical effects.

Magic Weapons. The kelvezu's weapon attacks are magical.

Sneak Attack. Once per turn, the kelvezu deals an extra 14 (4d6) damage when it hits a target with a weapon attack and has advantage on the attack roll, or when the target is within 5 feet of an ally of the kelvezu that isn't incapacitated and the kelvezu doesn't have disadvantage on the attack roll.

Actions

Multiattack. The kelvezu makes four attacks: two with its dagger and two with its scimitar.

Dagger. Melee Weapon Attack: +12 to hit, reach 5 ft., one target. Hit: 8 (1d4 + 6) piercing damage plus 21 (6d6) poison damage.

Scimitar. Melee Weapon Attack: +12 to hit, reach 5 ft., one target. Hit: 16 (3d6 + 6) slashing damage. If the target is a creature other than an undead or a construct, it must succeed on a DC 19 Constitution saving throw or lose 21 (6d6) hit points at the start of each of its turns due to a bleeding wound. Any creature can take an action to stanch the wound with a successful DC 15 Wisdom (Medicine) check. The wound also closes if the target receives magical healing.

Varient: Demon Summoning

Some demons can have an action option that allows them to summon other demons.

Summon Demon (1/Day). The demon chooses what to summon and attempts a magical summoning.

• A jarilith has a 30 percent chance of summoning one jarilith.
• A kelvezu has a 25 percent chance of summoning one kelvezu.
• A myrmyxicus has a 50 percent chance of summoning 2d6 skulvyns.

A summoned demon appears in an unoccupied space within 60 feet of its summoner, acts as an ally of its summoner, and can't summon other demons. It remains for 1 minute, until it or its summoner dies, or until its summoner dismisses it as an action.

Myrmyxicus

Huge fiend (demon), chaotic evil

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• Armor Class 18 (natural armor)
• Hit Points 229 (17d12 + 119)
• Speed 20 ft., fly 40 ft. (hover), swim 60 ft.

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STR	DEX	CON	INT	WIS	CHA
26 (+8)	15 (+2)	24 (+7)	22 (+6)	24 (+7)	22 (+6)

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• Saving Throws Str +14, Con +13, Wis +13, Cha +12
• Skills Arcana +12, Athletics +14, History +12, Persuasion +12
• Damage Resistances cold, fire, lightning; bludgeoning, piercing, and slashing from nonmagical attacks
• Damage Immunities poison
• Condition Immunities charmed, exhaustion, frightened, paralyzed, poisoned, restrained
• Senses truesight 120 ft., passive Perception 17
• Languages Abyssal, Telepathy 120 ft
• Challenge 21 (33000 XP)

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Amphibious. The myrmyxicus can breathe air and water.

Innate Spellcasting. The myrmyxicus's innate spellcasting ability is Charisma (spell save DC 20). It can innately cast the following spells, requiring no material components:

At will: charm monster, dispel magic, fear

3/day each: blight, control water, control weather

1/day each: circle of power, teleport (self only)

Legendary Resistance (3/Day). If the myrmyxicus fails a saving throw, it can choose to succeed instead.

Magic Resistance. The myrmyxicus has advantage on saving throws against spells and other magical effects.

Magic Weapons. The myrmyxicus's weapon attacks are magical.

Unholy Ichor. When the myrmyxicus takes damage of any type but psychic, each creature within 5 feet of the myrmyxicus takes 10 (3d6) poison damage.

Actions

Multiattack. The myrmxicus makes three attacks: two with its unholy scythe and one with its tail.

Unholy Scythe. Melee Weapon Attack: +14 to hit, reach 10 ft., one target. Hit: 22 (4d6 + 8) slashing damage plus 10 (3d6) necrotic damage.

Tail. Melee Weapon Attack: +14 to hit, reach 15 ft., one target. Hit: 24 (3d10 + 8) bludgeoning damage. If the target is Large or smaller, it is grappled (escape DC 22). Until this grappled ends, the target is restrained, the myrmyxicus can automatically hit the target with its tail, and the myrmyxicus can't make tail attacks against other targets.

Teleport. The myrmyxicus magically teleports, along with any equipment it is wearing or carrying, up to 120 feet to an unoccupied space it can see.

Poison Breath (Recharge 5-6). The myrmyxicus exhales poisonous gas in a 30-foot cone. Each creature in that area must make a DC 20 Constitution saving throw. On a failed save, a creature takes 42 (12d6) poison damage and is poisoned for 1 minute. On a successful save, the creature takes half as much damage and isn't poisoned. A creature can repeat the saving throw at the start of each of its turns, ending the effect on itself on a success.

Legendary Actions

The myrmyxicus can take 3 legendary actions, choosing from the options below. Only one legendary action option can be used at a time and only at the end of another creature's turn. The myrmyxicus regains spent legendary actions at the start of its turn.

• Cast a Spell. The myrmyxicus casts one spell from its Innate Spellcasting trait.
• Teleport. The myrmyxicus uses its Teleport action
• Unholy Scythe. The myrmyxicus makes one unholy scythe attack.

Skulvyn

Large fiend (demon), chaotic evil

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• Armor Class 16 (natural armor)
• Hit Points 60 (8d10 + 16)
• Speed 10 ft., swim 50 ft.

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STR	DEX	CON	INT	WIS	CHA
17 (+3)	16 (+3)	15 (+2)	5 (–3)	8 (–1)	11 (+0)

---

• Damage Resistances cold, fire, lightning
• Damage Immunities poison
• Condition Immunities charmed, frightened, poisoned
• Senses darkvision 120 ft., passive Perception 9
• Languages Abyssal, Telepathy 60 ft.
• Challenge 4 (1100 XP)

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Amphibious. The skulvyn can breathe air and water.

Slowing Presence. When any creature that isn't a demon starts its turn within 30 feet of one or more skulvyn, that creature must succeed on a DC 13 Wisdom saving throw or have its movement speed halved until the start of its next turn.

Actions

Multiattack. The skulvyn makes two attacks: one with its bite and one with its tail lash.

Bite. Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: 6 (1d6 + 3) piercing damage.

Tail Lash. Melee Weapon Attack: +5 to hit, reach 10 ft., one target. Hit: 10 (2d6 + 3) slashing damage. If the target is a creature other than an undead or construct, it must succeed on a DC 13 Constitution saving throw or lose 5 (1d10) hitpoints at the start of each of its turns due to a bleeding wound. Each time the skulvyn hits the wounded target with this attack, the damage dealt by the wound increases by 5 (1d10). Any creature can take an action to stanch the wound with a successful DC 12 Wisdom (Medicine) check. The wound also closes if the target recieves magical healing.

Ethergaunts

The ethergaunts were once natives of the Material Plane who abandoned it for in the ethereal plane thousands of years ago. They brought with them vast stone pyramids and menhirs that stand amid the fog-wrapped wasteland of the deep ethereal. Now, after thousands of years, the ethergaunts are returning to the world that birthed them.

The ethergaunts have developed incredible intelligence and advanced technology and magic. They view the current inhabitants of their homeworld as uncultured barbarians at best, or as irrelevant insects at worst. Recently, the leaders of the ethergaunt government concluded that the mortal races of the Material Plane are an infestation to be purged, and have begun planning for a plane-wide extermination.

Black Ethergaunts

The ethergaunts view the blacks as perfect, nearly divine beings. The black caste are philosopher-scientists who have completely purged themselves of their emotions, existing in a state of pure logic. Their heightened intellect grants them authority over all other ethergaunts.

Converted from the D&D 3.5 Fiend Folio.

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Black Ethergaunt

Medium aberration, neutral evil

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• Armor Class 14 (17 with mage armor)
• Hit Points 110 (17d8 + 34)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
12 (+1)	18 (+4)	14 (+2)	22 (+6)	15 (+2)	15 (+2)

---

• Saving Throws Int +12, Wis +8
• Skills Arcana +12, History +12, Nature +12, Persuasion +8
• Condition Immunities charmed, frightened
• Senses blindsight 40 ft., darkvision 60 ft., passive Perception 12
• Languages Common, Khen-Zai
• Challenge 19 (22000 XP)

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Ethereal Jaunt. As a bonus action, the ethergaunt can magically shift from the Material Plane to the Ethereal Plane, or vice versa.

Limited Magic Immunity. the ethergaunt can't be affected or detected by spells of 6th level or lower unless it wishes to be. It has advantage on saving throws against all other spells and magical effects.

Spellcasting. The black ethergaunt is a 17th-level spellcaster. The black ethergaunt's spellcasting ability is Intelligence (spell save DC 20, +12 to hit with spell attacks). The black ethergaunt has the following wizard spells prepared:

Cantrip (at will): chill touch, dancing lights, mage hand, minor illusion, resistance

1st level (4 slots): expeditious retreat, mage armor, magic missile, sleep

2nd level (3 slots): detect thoughts, melf's acid arrow, mirror image, see invisibility

3rd level (3 slots): counterspell, dispel magic, fireball, haste, protection from energy

4th level (3 slots): charm monster, greater invisibility, ice storm, otiluke's resilient sphere

5th level (2 slots): cone of cold, wall of force

6th level (1 slots): disintegrate, mass suggestion

7th level (1 slots): prismatic spray

8th level (1 slots): sunburst

9th level (1 slots): foresight

Stupefying Gaze. As a bonus action, the ethergaunt fixes its gaze on one creature it can see within 10 feet of it. The target must succeed on a DC 18 Wisdom saving throw against this magic or become frightened for 1 minute. The frightened target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. If a target's saving throw is successful or the effect ends for it, the target is immune to the Stupefying Gaze of all black ethergaunts for the next 24 hours.

Actions

Claw. Melee Weapon Attack: +10 to hit, reach 5 ft., one target. Hit: 7 (1d6 + 4) force damage.

Red Ethergaunt

Medium aberration, neutral evil

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• Armor Class 12 (15 with mage armor)
• Hit Points 49 (9d8 + 9)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
14 (+2)	14 (+2)	12 (+1)	18 (+4)	14 (+2)	12 (+1)

---

• Saving Throws Wis +6, Int +8
• Senses blindsight 40 ft., darkvision 60 ft., passive Perception 12
• Languages Khen-Zai
• Challenge 9 (5000 XP)

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Ethereal Jaunt. As a bonus action, the ethergaunt can magically shift from the Material Plane to the Ethereal Plane, or vice versa.

Limited Magic Immunity. The ethergaunt can't be affected or detected by spells of 2th level or lower unless it wishes to be. It has advantage on saving throws against all other spells and magical effects.

Spellcasting. The ethergaunt is a 9th-level spellcaster. The ethergaunt's spellcasting ability is Intelligence (spell save DC 16, +8 to hit with spell attacks). The ethergaunt has the following wizard spells prepared:

Cantrips: blade ward, chill touch, firebolt, mage hand

1st level (4 slots): chromatic orb, expeditious retreat, mage armor, magic missile

2nd level (3 slots): aganazzor's scorcher, detect thoughts, invisibility

3rd level (3 slots): dispel magic, lightning bolt, tongues

4th level (3 slots): otiluke's resilient sphere, phantasmal killer

5th level (1 slots): synaptic static

Stupefying Gaze. As a bonus action, the ethergaunt can fix its gaze on one creature it can see within 10 feet of it. The target must succeed on a DC 14 Wisdom saving throw against this magic or become frightened for 1 minute. The frightened target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. If a target's saving throw is successful or the effect ends for it, the target is immune to the Stupefying Gaze of all red ethergaunts for the next 24 hours.

Actions

Claw. Melee Weapon Attack: +6 to hit, reach 5 ft., one target. Hit: 5 (1d6 + 2) force damage.

Ethereal Slayer

Ethereal slayers are predators native to the Ethereal Plane. They are ambush predators, preferring to wait for planar travelers to pounce upon. They often scout the Material Plane for locations with a high concentration of magic, such as a wizards tower, where extraplanar travel is most likely to occur.

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Ethereal Slayer

Medium aberration, chaotic evil

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• Armor Class 17 (natural armor)
• Hit Points 162 (25d8 + 50)
• Speed 50 ft.

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STR	DEX	CON	INT	WIS	CHA
12 (+1)	19 (+4)	14 (+2)	5 (–3)	16 (+3)	9 (–1)

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• Saving Throws Dex +8, Con +6
• Skills Perception +7, Stealth +8
• Damage Resistances bludgeoning, piercing, and slashing from nonmagical attacks
• Senses truesight 60 ft., passive Perception 17
• Languages —
• Challenge 12 (8400 XP)

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Dimensional Anchor. Other creatures can’t travel between planes or teleport to or from a space within 60 feet of the ethereal slayer. Any attempt to do so is wasted.

Magic Resistance. The ethereal slayer has advantage on saving throws against spells and other magical effects.

Magic Weapons. The ethereal slayer's weapon attacks are magical.

Actions

Multiattack. The ethereal slayer makes five attacks: four with its claw and one with its bite.

Bite. Melee Weapon Attack: +8 to hit, reach 5 ft., one target. Hit: 14 (3d6 + 4) slashing damage.

Claw. Melee Weapon Attack: +8 to hit, reach 10 ft., one target. Hit: 13 (2d8 + 4) slashing damage.

Etherealness. The ethereal magically shifts from the material plane to the ethereal plane, or vice versa.

Converted from the D&D 3.5 Monster Manual II.

Mindshredders

Mindshredders are a strange group of predatory aberrations that sap mental energy from their victims. Each mindshredder can magically detect brain activity from a distance and through physical barriers. A mindshredder grows as it absorbs mental energies. After absorbing enough mental energy, a mindshredder will build itself a chrysalis and metamorphose into the next stage of its life cycle.

Mindshredder Zenthal

The third and final stage of the mindshredder's life cycle. A zenthal is much more intelligent than its previous stages, and it is able to generate magical fields to protect itself and disorient its enemies. The zenthals use their abilities to protect the colony and hide it from discovery.

Zenthals do not metamorphose after draining mental energy from its prey. Instead, it can asexually produce a clutch of new mindshredder larva. When a mindshredder colony grows too large, a few zenthals will split away and form new satellite colonies, populating it with fresh larva.

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Mindshredder Larva

Small aberration, lawful evil

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• Armor Class 12
• Hit Points 22 (4d6 + 8)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
11 (+0)	14 (+2)	15 (+2)	6 (–2)	12 (+1)	6 (–2)

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• Saving Throws Wis +3
• Damage Resistances psychic
• Senses darkvision 60 ft., passive Perception 11
• Languages understands common and undercommon but can't speak
• Challenge 1/2 (100 XP)

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Detect Sentience. The mindshredder can sense the presence and location of any creature within 100 feet of it that has an Intelligence of 3 or higher, regardless of interposing barriers, unless the creature is protected by a mind blank spell.

Actions

Tentacle. Melee Weapon Attack: +4 to hit, reach 5 ft., one target. Hit: 5 (1d6 + 2) bludgeoning and the target must make a DC 12 Wisdom saving throw, taking 10 (3d6) psychic damage on a failed save, or half as much on a successful one. On a failed save, the target has disadvantage on the next attack roll it makes before the end of its next turn.

Converted from the D&D 3.5 Monster Manual III.

Mindshredder Warrior

Large aberration, lawful evil

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• Armor Class 15 (natural armor)
• Hit Points 119 (14d10 + 42)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
18 (+4)	11 (+0)	17 (+3)	6 (–2)	14 (+2)	6 (–2)

---

• Saving Throws Wis +5
• Damage Resistances psychic
• Senses darkvision 60 ft., passive Perception 12
• Languages Understands common and undercommon but can't speak
• Challenge 5 (1800 XP)

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Detect Sentience. The mindshredder can sense the presence and location of any creature within 300 feet of it that has an Intelligence of 3 or higher, regardless of interposing barriers, unless the creature is protected by a mind blank spell.

Standing Leap. the mindshredder warrior's long jump is up to 30 feet and its high jump is up to 15 feet, with or without a running start.

Actions

Multiattack. The mindshredder makes two attacks with its claws.

Claw. Melee Weapon Attack: +7 to hit, reach 5 ft., one target. Hit: 8 (1d8 + 4) slashing damage plus 7 (2d6) psychic damage.

Syphon Mind. The mindshredder targets one creature it can see within 15 feet of it. The target must succeed on a DC 14 Wisdom saving throw, taking 20 (4d8+2) psychic damage on a failure, or half as much on a success. The mindshredder regains a number of hitpoints equal to the damage taken.

Mindshredder Zenthal

Medium aberration, lawful evil

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• Armor Class 15 (natural armor)
• Hit Points 112 (15d8 + 45)
• Speed 40 ft.

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STR	DEX	CON	INT	WIS	CHA
8 (–1)	16 (+3)	16 (+3)	12 (+1)	17 (+3)	16 (+3)

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• Saving Throws Con +7, Int +5, Wis +7
• Damage Resistances psychic
• Senses darkvision 60 ft., passive Perception 13
• Languages Common, Undercommon
• Challenge 9 (5000 XP)

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Detect Sentience. The mindshredder can sense the presence and location of any creature within 300 feet of it that has an Intelligence of 3 or higher, regardless of interposing barriers, unless the creature is protected by a mind blank spell.

Innate Spellcasting. The mindshredder zenthal's innate spellcasting ability is Wisdom (spell save DC 15). It can innately cast the following spells, requiring no material components:

At will: shield

3/day: confusion, hypnotic pattern

Actions

Multiattack. The mindshredder uses syphon mind. It then makes two tentacle attacks.

Tentacle. Melee Weapon Attack: +7 to hit, reach 5 ft., one target. Hit: 6 (1d6 + 3) bludgeoning damage plus 10 (3d6) psychic damage.

Syphon Mind. The mindshredder targets one creature it can see within 15 feet of it. The target must succeed on a DC 15 Wisdom saving throw, taking 21 (4d8+3) psychic damage on a failure, or half as much on a success. The mindshredder regains a number of hitpoints equal to the damage taken.

Nightmare Beast

The nightmare beast is a hulking, mean-tempered brute that spreads terror wherever it goes.

A Nightmare Beast’s Lair

A nightmare beast prefers to lair in a remote cave. They can be located in any terrain, from a desolate mountaintop to rolling plains. The nightmare beast hibernates in its lair for up to a year at a time before emerging to search for food. A nightmare beast often inadvertently eats treasure along with their owners, so items of value can be found amid the waste of the cave.

Lair Actions

On initiative count 20 (losing initiative ties), the nightmare beast takes a lair action to cause one of the following effects; the nightmare beast can’t take the same effect two rounds in a row.

• A cloud of noxious gas fills a 20-foot radius sphere centered on a point the nightmare beast can see within 120 feet of it. The cloud spreads around corners, and its area is heavily obscured. Each creature in the cloud when it appears must make a DC 10 Constitution saving throw, taking 10 (3d6) poison damage on a failed save, or half as much on a success. A creature that ends its turn in the fog takes 10 (3d6) poison damage. A wind of at least 20 miles per hour disperses the fog. The cloud otherwise lasts until the nightmare beast uses this lair action again or until the nightmare beast dies.
• A tremor shakes the lair in a 60-foot radius around the nightmare beast. Each creature in that area must succeed on a DC 15 Dexterity saving throw or be knocked prone.
• Heavy rocks fall from the ceiling, striking up to three creatures underneath that the nightmare beast can see within 120 feet of it. The nightmare beast makes one ranged attack roll (+7 to hit) against each target. On a hit, the target takes 10 (3d6) bludgeoning damage.

Regional Effects

The region containing a nightmare beast’s lair is warped by the nightmare beast’s magic, which creates the following effect:

• When a creature hostile to the nightmare beast takes a long rest within 1 mile of the nightmare beast’s lair, it must make a DC 10 Wisdom saving throw. On a failure, the creature is plagued by nightmares and does not gain the benefits of the long rest.

Converted from the D&D 3.5 Monster Manual II.

Nightmare Beast

Huge monstrosity, chaotic evil

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• Armor Class 18 (natural armor)
• Hit Points 243 (18d12 + 126)
• Speed 50 ft.

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STR	DEX	CON	INT	WIS	CHA
25 (+7)	13 (+1)	24 (+7)	8 (–1)	18 (+4)	11 (+0)

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• Saving Throws Dex +6, Con +12, Wis +9, Cha +5
• Senses darkvision 60 ft., passive Perception 14
• Languages Abyssal
• Challenge 18 (20000 XP)

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Charge. If the nightmare beast moves at least 20 feet straight toward a target and then hits it with its tusks on the same turn, the target takes an extra 38 (7d10) piercing damage. If the target is a creature, it must succeed on a DC 18 Strength saving throw or be knocked prone.

Magic Resistance. The nightmare beast has advantage on saving throws against spells and other magical effects.

Innate Spellcasting. The nightmare beast's innate spellcasting ability is Wisdom (spell save DC 17, +9 to hit with spell attacks). It can innately cast the following spells, requiring no material components:

At will: dispel magic

1/day each: chain lightning, dimension door, wall of fire

Legendary Resistance (3/Day): If the nightmare beast fails a saving throw, it can choose to succeed instead.

Actions

Multiattack. The nightmare beast makes three attacks: two with its claws and one with its tusks.

Claw. Melee Weapon Attack: +12 to hit, reach 10 ft., one target. Hit: 20 (3d8 + 7) slashing damage.

Tusks. Melee Weapon Attack: +12 to hit, reach 5 ft., one target. Hit: 23 (3d10 + 7) piercing damage.

Trample. The nightmare beast moves up to its speed in a straight line. During this move, it can enter Large or smaller creatures' spaces. A creature whose space the nightmare beast enters must make a DC 18 Dexterity saving throw. On a successful save, the creature is pushed to the nearest unoccupied space out of the nightmare beast's path. On a failed saving throw a creature is knocked prone and take 23 (3d10+7) bludgeoning damage. If the nightmare beast remains in the prone creature's space, the creature is also restrained until it's no longer in the same space as the nightmare beast. While restrained in this way, the creature, or another creature within 5 feet of it, can use its action to make a DC 18 Strength check. On a success, the creature is shunted to an unoccupied space of its choice within 5 feet of the nightmare beast and is no longer restrained.

Legendary Actions

The nightmare beast can take 3 legendary actions, choosing from the options below. Only one legendary action option can be used at a time and only at the end of another creature's turn. The nightmare beast regains spent legendary actions at the start of its turn.

• Claw Attack. The nightmare beast makes a claw.
• Terrorizing Gaze (Costs 2 Actions). The nightmare beast fixes it gaze on one creature it can see within 10 feet of it. The target must succeed on a DC 17 Wisdom saving throw or become frightened for 1 minute, The frightened target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. If a target’s saving throw is successful or the effect ends for it, the target is immune to the nightmare beast’s gaze for the next 24 hours.
• Trample (Costs 3 Actions). The nightmare beast uses its trample action.

Orcwort

Gargantuan plant, neutral

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• Armor Class 11 (natural armor)
• Hit Points 314 (17d20 + 136)
• Speed 10 ft.

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STR	DEX	CON	INT	WIS	CHA
24 (+7)	7 (–2)	26 (+8)	10 (+0)	16 (+3)	9 (–1)

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• Saving Throws Con +13, Wis +8, Cha +4
• Damage Resistances bludgeoning, piercing, and slashing from nonmagical weapons
• Damage Immunities poison
• Condition Immunities blinded, deafened, exhaustion, poisoned
• Senses blindsight 60 ft. (blind beyond this radius), passive Perception 13
• Languages —
• Challenge 16 (15000 XP)

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Plantmind. The orcwort can initiative and maintain telepathic communication with up to twenty wortlings within 15 miles.

Grasping Roots. The ground in a 20-foot radius aura around the orcwort is difficult terrain. When a creature starts its turn in this area or enters it for the first time, the creature must make a DC 19 Strength saving throw or have its speed reduced to 0 until the start of its next turn.

Actions

Multiattack. The orcwort makes four attacks: three with its tentacles and one with its bite or swallow.

Bite. Melee Weapon Attack: +12 to hit, reach 5 ft., one target. Hit: 29 (4d10 + 7) piercing damage. If the target is a creature, it must make a DC 19 Constitution saving throw or be paralyzed for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Swallow. Melee Weapon Attack: +12 to hit, reach 5 ft., one incapacitated creature. Hit: 29 (4d10 + 7) piercing damage. If the target is Large or smaller, it must succeed on a DC 19 Dexterity saving throw or be swallowed by the orcwort. A swallowed creature is blinded and restrained and has total cover against attacks and other effects outside the orcwort, and it takes 21 (6d6) acid damage at the start of each of the orcwort's turns. If the orcwort takes 30 damage or more on a single turn from a creature inside it, the worm must succeed on a DC 21 Constitution saving throw at the end of that turn or regurgitate all swallowed creatures, which fall prone in a space within 10 feet of the worm. If the worm dies, a swallowed creature is no longer restrained by it and can escape from the corpse by using 20 feet of movement, exiting prone.

Tentacle. Melee Weapon Attack: +12 to hit, reach 25 ft., one target. Hit: 21 (4d6 + 7) bludgeoning damage, and the target is grappled (escape DC 19) and is moved up to 20 feet toward the orcwort. Until the grapple ends, the target is restrained.

Varient: Piercing Resistance

In its 3.5 incarnation, one of the orcwort's characteristic traits was its resistance to piercing damage. This is a pretty bonkers ability for 5E, so I elected to leave it off from the base version of the orcwort.

If you want an authentic 3.5 orcwort experience, you can give the orcwort the following resistances:

Damage Resistances piercing; bludgeoning and slashing from nonmagical weapons.

Phoelarch

Medium humanoid (phoelarch), chaotic good

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• Armor Class 15 (studded leather)
• Hit Points 91 (14d8 + 28)
• Speed 30 ft.

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STR	DEX	CON	INT	WIS	CHA
14 (+2)	17 (+3)	15 (+2)	10 (+0)	12 (+1)	16 (+3)

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• Skills Perception +4, Survival +4
• Damage Immunities fire
• Senses darkvision 60 ft., passive Perception 14
• Languages Common, Ignan, and up to 2 other languages
• Challenge 5 (1800 XP)

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Death Burst. When the phoelarch dies, it explodes in a burst of fire and magma. Each creature within 10 feet of it must make a DC 15 Dexterity saving throw, taking 19 (5d6) fire damage on a failed save, or half as much damage on a successful one. Flammable objects that aren't being worn or carried in that area are ignited.

Heated Body. A creature that touches the phoelarch or hits it with a melee attack while within 5 feet of it takes 7 (2d6) fire damage.

Heated Weapons. Any metal melee weapon the phoelarch wields deals an extra 4 (1d8) fire damage on a hit.

Actions

Multiattack. The phoelarch makes three melee attacks or two ranged attacks.

Scimitar. Melee Weapon Attack: +6 to hit, reach 5 ft., one target. Hit: 6 (1d6 + 3) slashing damage plus 4 (1d8) fire damage.

Hurl Flame. Ranged Spell Attack: +6 to hit, range 120 ft., one target. Hit: 13 (3d6+3) fire damage.

Phoelarch and Phoera

Phoelarch are humanoid descendants of a phoenix. They are kind-hearted wanderers touched with magical flame. When a phoelarch dies, its soul departs and its body is consumed by fire. The burning body gives rise to a phoera - an entirely new magical creature.

The phoera doesn't retain any of the phoelarch's personality or memories, but it does keep its magical connection to flame. Like its phoenix ancestor, a phoera that dies is reborn 24 hours later. Living phoelarch treat phoera with great respect.

Rukarazyll

Rukarazyll are tricksters and deceivers. They use their remarkable charisma and shapechanging powers to create cults of personality among the gullable, or to pose as a healer while secretly spreading diseases, or to act as a merchant to sell cursed items.

A rukarazyll is not physically strong, but it is extremely fast and agile. If its trickery is discovered, the rukarazyll usually has no trouble escaping. If it is cornered, its adversary will discover the rukarazyll has a remarkable arsenal of divine magic. Its body is also coated in a parasitic fungus that will infest any creature that touches its host.

Converted from the D&D 3.5 Monster Manual II.

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Rukarazyll

Large aberration (shapechanger), chaotic evil

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• Armor Class 17 (natural armor)
• Hit Points 168 (16d10 + 80)
• Speed 50 ft., climb 30 ft.

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STR	DEX	CON	INT	WIS	CHA
8 (–1)	19 (+4)	20 (+5)	18 (+4)	17 (+3)	18 (+4)

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• Saving Throws Dex +9, Wis +8, Cha +9
• Skills Acrobatics +9, Deception +9, Perception +8, Religion +9, Stealth +9
• Damage Resistances bludgeoning, piercing, and slashing from nonmagical attacks
• Damage Immunities acid, poison
• Condition Immunities charmed, frightened, poisoned
• Senses darkvision 60 ft., passive Perception 18
• Languages Common, Terran
• Challenge 13 (10000 XP)

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Evasion. If the rukarazyll is subjected to an effect that allows it to make a Dexterity saving throw to take only half damage, the rukarazyll instead takes no damage if it succeeds on the saving throw, and only half damage if it fails.

Fungus. A creature that touches the rukarazyll or hits it with a melee attack while within 5 must make a DC 16 Constitution saving throw or be poisoned. While poisoned in this way, the creature is infected with a parasitic fungus and loses 3d10 hitpoints at the end of each of their turns. A creature can repeat their saving throw at the start of each of its turns, ending the effect on itself on a success. If a target’s saving throw is successful or the effect ends for it, the target is immune to the rukarazyll's fungus for the next 24 hours.

Innate Spellcasting. The rukarazyll's innate spellcasting ability is Charisma (spell save DC 17, +9 to hit with spell attacks). It can innately cast the following spells, requiring no material components:

At will: alter self, darkness, detect evil and good, detect magic, snare

3/day each: blight, blur, entangle, mirror image, plant growth

1/day each: contagion, heal, teleport (self only), wall of thorns

Profane Alacrity. The rukarazyll can take the dash or disengage action as a bonus action on each of its turns.

Shapechange. The rukarazyll can use its action to polymorph into a Small or Medium humanoid, or back into its true form. Its statistics, other than its size, are the same in each form. Any equipment it is wearing or carrying isn't transformed. It reverts to its true form if it dies.

Actions

Tentacle (Rukarazyll Form Only). Melee Weapon Attack: +9 to hit, reach 5 ft., one target. Hit: 22 (4d8 + 4) acid damage.