A mountainous form, this hideous creature is humanoid in general shape, but its hateful face is a writhing mass of tentacles.
Star-Spawn of Cthulhu CR 20
XP 307,200
CE Huge aberration
Init +5; Senses blindsight 30 ft., darkvision 60 ft.; Perception +37
Aura frightful presence (150 ft., DC 29)
Defense
AC 36, touch 9, flat-footed 35 (+1 Dex, +27 natural, –2 size)
hp 362 (25d8+250); regeneration 15 (fire)
Fort +18, Ref +9, Will +25; +8 vs. divination and mind-affecting
Defensive Abilities immortality, overwhelming mind; Immune cold, disease, poison; SR 31
Offense
Speed 40 ft., fly 60 ft. (average), swim 40 ft.
Melee 2 claws +32 (2d6+16/19–20), 6 tentacles +27 (1d8+8/19–20 plus grab)
Space 15 ft.; Reach 30 ft.
Special Attacks constrict (1d8+8), overwhelming mind
Spell-Like Abilities (CL 20th; concentration +27)
Constant—mind blank
At will—dream, insanity (DC 24), nightmare (DC 22), sending
3/day—demand (DC 25)
1/day—gate
Statistics
Str 42, Dex 13, Con 30, Int 23, Wis 29, Cha 24
Base Atk +18; CMB +36 (+38 bull rush, +40 grapple); CMD 47 (49 vs. bull rush)
Feats Awesome Blow, Critical Focus, Greater Vital Strike, Improved Bull Rush, Improved Critical (claw), Improved Critical (tentacle), Improved Initiative, Improved Iron Will, Improved Vital Strike, Iron Will, Power Attack, Staggering Critical, Vital Strike
Skills Fly +25, Intimidate +35, Knowledge (arcana, geography, planes) +31, Perception +37, Sense Motive +34, Spellcraft +34, Swim +52, Use Magic Device +32
Languages Aklo; telepathy 300 ft.
SQ compression, limited starflight, no breath
Ecology
Environment any
Organization solitary, pair, or cult (3–6)
Treasure standard
Special Abilities
Immortality (Ex) A star-spawn of Cthulhu does not age, nor does it need to eat or breathe. Only violence can bring about the death of one of these creatures.
Limited Starflight (Ex) A star-spawn of Cthulhu can survive in the void of outer space, and its wings allow it to use its fly speed in outer space despite the lack of air. Unlike full starflight (like that of the mi-go), a star-spawn of Cthulhu's ability to fly in outer space does not allow it to reach unusual speeds. When it wishes to fly to another world, the creature relies entirely upon its immortality and patience to complete the journey. When speed is required, it instead uses its gate ability to make the journey quickly.
Overwhelming Mind (Ex) A star-spawn of Cthulhu's mind is overwhelming in its power and alien structure. The first time a creature other than an outsider (excluding native outsiders) or aberration makes mental contact with a star-spawn of Cthulhu, it must succeed at a DC 29 Will save or be stunned for 1d4 rounds. On a successful save, the creature is merely staggered for 1 round. This effect can occur whether the star-spawn of Cthulhu initiates mental contact (such as via a demand, dream, nightmare, or sending spell-like ability, or once per round merely by telepathic communication) or another creature attempts to do so (such as via detect thoughts or dominate monster). Once a creature is exposed to a specific star-spawn of Cthulhu's overwhelming mind, it is immune to this effect from all star-spawn of Cthulhu for 24 hours. This is a mind-affecting effect. The save DC is Charisma-based.
Of all the strange and malefic denizens of the void between the stars, few cause the same terror as this titanic race. They hail from a mad star whose light cannot be seen by conventional telescopes, and the smallest of these behemoths stand nearly 30 feet in height. Humanoid in shape, their immense bodies have rubbery flesh that seems to wriggle and seethe like a half-solidified ooze. Tremendous draconic wings, murderous taloned hands, and a tentacled visage that evokes the alien gaze of an octopus complete the being's monstrous shape. This malevolent race has a name, yet it is no name known to the sane. Among mortal scholars, they are known merely by the name of their greatest priest—they are the star-spawn of Cthulhu.
The star-spawn of Cthulhu have a strange, mutable anatomy—their form is not fixed. They can absorb parts of their bodies or enlarge others at will, a trait they often use on their claws or tentacles to dramatically extend their reach in combat beyond what might normally be possible for a creature of the same shape and size. Despite this mutable shape, the star-spawn's forms generally don't deviate far from that of an octopus-headed, winged humanoid, likely because of the powerful links their otherworldly minds have to their overlord and master, who lies dead but dreaming in the lost city of R'lyeh.
Although they typically appear as immense humanoid creatures with rubbery hides and octopoid heads, the star-spawn of Cthulhu are not any more aquatic in nature than they are terrestrial—that they're often associated with a planet's oceans lies more in the simple fact that oceans often cover the majority of a planet's surface. The creatures themselves, being equally at home on land, at sea, or in the depths of space, make no real distinction between such regions, choosing them as the sites of their cities and temples for purposes only they can know. Servants of the alien gods of the void, they work upon the worlds they invade to wipe them clean of indigenous life in preparation for the eventual time when the deep void expands to replace all that exists with its strange realities.
The star-spawn of Cthulhu hold little malice toward indigenous life—they simply can't proceed with their plans for a world while such life exists. Just as a human might move into a house thinking it to be abandoned, only to discover colonies of ants dwelling within the building's walls, the star-spawn work to eradicate indigenous infestations. Their methods seldom vary from world to world—those whose intellects they can influence via dreams and nightmares they besiege as the victims sleep, seeding the growth of destructive cults and societies. These groups in turn further the star-spawn's agenda, preparing the world and bringing it to the brink of destruction. When such worlds are poised to tear themselves apart from within through unrest, civil war, excessive pollution, or genocide, the star-spawn mobilize their cults to end all things. The only reward such cults may receive for their (sometimes unwitting) aid is the dubious honor of being among the final few to be eradicated, for the star-spawn have no interest in and feel no responsibility toward their pawns.
The fact that the star-spawn's plans to bring about the eradication of life span centuries or even millennia should not be mistaken for sloth or lassitude—the star-spawn are inhumanly patient, and the preparation of the universe's worlds must precisely follow an unknowable schedule, for only when the exact cosmic convergences are in place and the stars are right can they make their final moves to end all things. This time frame does give some worlds a chance to discover the star-spawn's influence and to delay or even defeat their world's star-spawned doom, but such tales of triumph are rare in the face of the void's relentless tides.
The star-spawn of Cthulhu war with many other strange races out of time and space, including elder things and the servitors of other Great Old Ones. They have also been known to use these creatures—and other races such as the mi-go—as pawns, slaves, or minions to promote their immortal agenda.
Though the star-spawn themselves hail from a distant world deep in the void and can be found on countless other realms as gods and monsters, their lord Cthulhu dwells upon a distant planet far removed from any commonly visited world. Yet while Cthulhu lies imprisoned in the corpse-city of R'lyeh deep under a great ocean, his dreams resonate still in the minds of his star-spawn, and from there touch upon the dreams of many slumbering poets and philosophers on countless worlds. Guided by their knowledge of their master's great plan, and updated by his far-reaching dreams, the star-spawn of Cthulhu proceed inevitably toward their goals.
