3.5 Shapechange Handbook

An Answer for Everything:
The D&D 3.5 Shapechange Handbook

By jmax
With contributions from amir.s
Preamble 4
Foreword 4
Dedication 5
What Shapechange Does and Does Not Do 6
Assumptions 8
Optimizing Shapechange 11
Recommended Feats 14
Resources 15
Go-to Forms 16
Walking around 16
Dungeon crawling 16
Travel 21
Combat 21
Spellcasting 22
Abilities 23
Ability Score Reduction, Charisma 23
Ability Score Reduction, Constitution 23
Ability Score Reduction, Dexterity 25
Ability Score Reduction, Intelligence 25
Ability Score Reduction, Multiple 26
Ability Score Reduction, Strength 27
Ability Score Reduction, Wisdom 28
Acid Immunity 29
Antimagic Field 29
Bardic Music 31
Blindsight 31
Bonus Feats 32
Carrying Capacity 34
Change Shape 36
Charm Person 37
Charm Monster 38
Cheat Death 38
Cheese 39
Cold Immunity 51
1
Cruel and Unusual Punishment 51
Cuteness / Badassery 54
Damage, Acid 55
Damage, Cold 55
Damage, Electricity 56
Damage, Fire 57
Damage, Force 57
Damage, Melee 58
Damage, Non-lethal 62
Damage, Sonic 62
Damage, Untyped 63
Damage Reduction 64
Daylight 64
Death 65
Death Throes 67
Debuff, Blind 67
Debuff, Confusion 69
Debuff, Entangle 70
Debuff, Misc 71
Debuff, Negative Levels 76
Debuff, Slow 77
Defense, Magical 77
Defense, Physical 84
Defense, Special 88
Destruction, Misc 89
Disintegrate 90
Dispel Magic 92
Divination, Misc 93
Dominate Monster 94
Dominate Person 95
Earth Glide 96
Electricity Immunity 96
Energy Immunity, Force 97
Energy Resistance 97
Evasion 97
Extra Actions 97
Extra-Sensory Perception 98
Fire Immunity 103
Flight 103
Freedom of Movement 104
Haste 105
2
Healing 105
High Ability Scores 108
High AC 111
Illusion (Flexible) 111
Improved Grab 111
Incapacitate, Consume (Swallow Whole) 115
Incapacitate, Daze 117
Incapacitate, Fear 119
Incapacitate, Misc. 121
Incapacitate, Paralysis 125
Incapacitate, Permanent 128
Incapacitate, Sleep 130
Incapacitate, Spectacular 132
Incapacitate, Stun 132
Incorporeality 135
Inherent Weapons & Equipment 137
Initiative 138
Invisibility, Greater 138
Magic Circle Against Evil 139
Magic Circle Against Good 139
Memory Loss 139
Mind Blank 140
Minions! 140
Miss Chance 147
Nondetection 148
Planar Travel 148
Possession 149
Prevent Resurrection 150
Protective Aura 151
Random Goodness 152
Random Mayhem 159
Rerolls 164
Regeneration 166
Saving Throw Boost 166
Skill Bonuses 167
Snatch 168
Sonic Immunity 168
Sound Imitation 168
Spell Duplication, Misc. 169
Spell Resistance 174
Spell Turning/Counterspelling 174
3
Spellcasting 175
Telekinesis 177
Telepathy 177
Teleportation 179
Tongues 179
Vorpal Weapon 180
Water Breathing 181
Wild Empathy 181
Preamble
Foreword
I’ve written this guide for my personal use, but I see no reason not to share it with the
community that has taught me so much about Dungeons & Dragons 3.5.
After 6 years of roughly monthly gaming, my character in my first D&D game ever has finally
gained access to shapechange. Suddenly what was once only theoretical awesomeness is now
within reach - and yet I’ve found no comprehensive guide to shapechange on any of the various
forums. The closest I’ve found is TaisharMalkier and ksbsnowowl’s Complete (Su) List -
Shapechange, which, while excellent and definitely an inspiration for this guide, does not cover
(Ex) or inherent abilities and is sorted by creature rather than desirable attribute.
My goal here is to cover everything one might want to do with shapechange rather than
anything one could do. In that spirit, I have omitted creatures whose abilities are inferior to
others with similar abilities unless they have other important qualities, such as an overall
stronger form, better mobility or defenses, or a more accessible sourcebook.
Dedication
There are a number of people on the various forums that have, through their posts over many
years, taught me a significant amount about D&D 3.5 mechanics, strategy, and optimization.
The ones who stand out the most and come to mind immediately are Treantmonklvl20 and
Hypersmurf. Thank you for your enduring and eternal wisdom.
I would also like to thank everyone else who has ever written a handbook for D&D or Pathfinder,
and especially those whose handbooks I’ve used. DictumMortuum, Eldariel, eggs, A Man In
Black, Blade2718, eggynack, JoshuaD, Darrin… the list goes on, and I’m bound to forget
people. But you’re all awesome, and I truly appreciate your work.
4
Finally, thank you to my DM for introducing me to Dungeons & Dragons, running a great game,
and being patient with my shenanigans for the better part of a decade.
What Shapechange Does and Does Not Do

This is a combination of the text of shapechange plus all of the spells it inherits from. Most of it
is Rules As Written, but some small part of it is my interpretation. Your DM has final say. Show
this bit to her, along with the Assumptions section afterward, and make sure you both agree on
all of it - then you’ll never have to worry about misunderstandings.
● What changes when you change.

○ Gross physical features. You look like the thing you turn into. You can vary the
appearance with ranges of what is plausible for the form you take. You get a +10
bonus on Disguise checks to seem like the creature you turned into. You may
duplicate specific individuals as normal for Disguise. You do not incur penalties
to your check for disguising yourself as a different race, gender, or age.
○ Creature type and subtype, including all traits1 associated with them except for
spell-casting and spell-like abilities, if any. This is mostly relevant for immunities
and vulnerabilities.
○ Size
○ Movement modes (no restrictions)
○ Natural armor and other AC changes not from equipment. For incorporeal
creatures and others with Charisma modifier as a deflection bonus to AC2,
recompute using your own Charisma and remember that deflection bonuses do
not stack with each other.
○ Natural weapons as adjusted by feats3. If it doesn’t affect how the weapon is
listed in the stat-block, you don’t get it. Recompute the attack modifiers and
grapple modifier based on your own Base Attack Bonus. You are automatically
proficient with any natural weapons you gain from a form.
○ Strength, Dexterity, and Constitution scores of a typical specimen of what you
change into. If you change into a different member of your own race, you may
use either your own scores or the average for your race (all or nothing - no mix-
and-match).
1 Except weapon and armor proficiencies and gaining a non-ability for Intelligence when taking a
mindless form, because you do retain your mind.
2 Except maybe Prismatic Golem, which is wonky.
3 The adjustment by feats is my own interpretation, not rules as written, based on these adjustments
being part of the weapons themselves (a tiger has big and sharp claws because it’s a tiger, not because it
trained harder than the domestic short-hair did). It also makes computing your attack routines much
easier and, more importantly, faster. Feel free to discard it - just be sure to adjust the attack routines
accordingly. Under this interpretation, you get Improved Natural Attack, Weapon Focus (natural weapons
only), Weapon Finesse, Augmented Critical, Multiattack, Improved Natural Armor, etc. You do not get
Power Attack or Improved Bull Rush (unless they’re racial bonus feats) or the like because they don’t
change the printing of the stat block.
5
○ Extraordinary and supernatural abilities. You lose your own except those derived
from feats and class levels4. You do gain supernatural abilities that imitate spells.
○ Racial bonuses of all kinds except mental ability scores5, including bonuses to
skill checks and bonus feats
○ On the first transformation only you regain hit points (and only hit points) as
though you had rested for one night.
○ Equipment that is inherent to the new form as a supernatural or extraordinary
ability6, such as a Trumpet Archon’s trumpet or a Balor’s vorpal sword. When you
change away from the form, said equipment disappears. You are automatically
proficient with said equipment (but not other equipment that members of your
new race merely carry by default).
● What does not change when you change.

○ Alignment, memories, and personality7
○ Class levels and class features (except class features that change your gross
physical features)
○ Base attack bonus
○ Base save bonuses
○ Hit dice
○ Current and maximum hit points (except as resting for a night on first change),
even if your Constitution score changes
○ Intelligence, Wisdom, and Charisma (including racial adjustments)
○ Skills
○ Language proficiency
○ Weapon and armor proficiency
○ Feats other than racial bonus feats
○ Spell-like abilities. You keep your own and do not get theirs.
○ Spellcasting. You keep your own and do not get theirs. Note that many forms are
unable to cast spells with verbal and/or somatic components unless you have the
Natural Spell feat.
4 By a strict interpretation of Rules As Written, you lose even supernatural abilities derived from class
features. However, this results in some very odd effects—for example, a Fleshwarper’s familiar would
cease to be an Aberration while using Shapechange, and a human Sublime Chord who uses
Shapechange to disguise herself as a different human would lose Countersong and Inspire bardic music
but retain Fascinate and Suggestion (which are spell-like). It also seems strange that Polymorph would
allow you to retain your class features but Shapechange would not, even when using them to assume the
same forms. I believe Rules As Intended is meant to preserve class abilities like Alter Self does, but ask
your DM.
5 Strictly speaking, these are not racial bonuses anyway but rather adjustment to base ability scores.
6 If the ability only grants the option to acquire a piece of equipment, you must acquire it the same way
the real creature would. Thereafter you get it whenever you change into that form so long as you were
holding or wearing it when you last changed away from that form. If it only functions when used by the
creature that made it, you must be in the appropriate form for it to function that way.
7 I’ve always thought it might be nifty to roleplay feeling an influence on your alignment and personality
based on the form you take, especially with alignment-subtype forms. The rules do not require or even
suggest this - I just think it would be fun. I never remember to do it though.
6
○ Equipment. Anything you wear or hold that the new form can wear or hold stays
where it is. Anything it can’t melds in and becomes non-functional. When you
change to a new form that can support equipment that previously melded in, it
returns to its original position on your body and resumes functioning8.
○ Ongoing effects from cast spells and spell-like abilities and explicitly used (but
not continuous) supernatural and extraordinary abilities. You keep your buffs and
debuffs.
Assumptions
The precise rules of shapechange are ambiguous on a few points, and others are commonly
house-ruled. I’ve tried to accommodate all of the most common interpretations by including
notations for different attributes that may make a form or ability invalid. Here is my list of
assumptions and accommodations. These are not rules as written - the rules as written simply
don’t have enough detail explaining these cases, so I’m trying to fill in the gaps. You can
certainly pitch different proposals to your DM - these are entirely my own fabrications in an
attempt to fill in the rule gaps with something reasonable.
● Shapechange never grants native spellcasting or spell-like abilities. I know some people
disagree with this, but the greater consensus seems to be fairly clear and, frankly,
shapechange has more than enough potential to break the game without them. More
importantly, including them would add an enormous amount of clutter to this guide that
most players wouldn’t be able to use. I have a table for Ex and Su spellcasting which
can technically be an exception because they fall under what shapechange explicitly
gives you, but really I recommend not using them. It’s cheesy and not worth the
headache.
● When a form grants an ability usable a certain number of times per time interval, you
must wait until that interval passes to use the same ability again even if you change
form. If a new form has an ability with the same name (e.g. “Breath Weapon”) but a
shorter interval, you must wait until the shorter of the two intervals has elapsed. If the
new interval has already elapsed since you used the same-named ability in a different
form, you may use the new form’s version immediately. Intermediate forms with the
same ability name don’t affect the remaining interval unless you actually use the ability
while in that form. For the most part, this just means you really do have to wait 1d4
rounds between breath weapon uses.
● Some abilities available with shapechange affect subjects continuously until the
originator dies or is destroyed. I interpret this as meaning the effect is suspended if you
change to a new form or when your shapechange expires but that it resumes when you
8 If you accumulate multiple pieces of melded equipment that occupy the same space on your body,
excess ones fall at your feet (or equivalent location) when you change into something that can use them.
If you lose a body part into which a piece of equipment had been melded, it unmelds and falls next to the
body part that you lost.
7
take the same form again. If there’s a range limitation to initiating the effect, assume you
have to be within range to resume it but that you need not use a specific action to do so
and that the subject does not receive a new saving throw (if applicable). This is most
applicable to effects along the lines of a dread wraith’s Create Spawn ability - the spawn
are enslaved to you, but only while you are in dread wraith form because you lack the
ability to control them without it (sorry, no permanent hordes of willing zombie slaves
unless you take the Leadership feat). Similarly, a form with an ability replicating
dominate person requires you to be in that form in order to issue new orders, and a form
replicating charm person requires you to be in that form in order for the subject to
perceive you as a trusted friend. Effects with no range limitation once established and
that do not end when the originator dies or is destroyed, such as an Ethereal Slayer’s
dimensional anchor or a Shadow Spider’s silk slick, continue normally for their full
duration even if you change form.
● Some tables will allow template forms; others will not. There seems to be basis in the
spells as written for both arguments. Alter self, on which shapechange is (distantly)
based, explicitly denies the use of templated forms. Shapechange, however, specifies
that any non-unique creature is fair-game. I had actually convinced my DM to allow
individual inherited templates as by definition non-unique, but in the process of creating
this guide I realized just how ridiculous that becomes. If you allow for the application of
templates to any form, it suddenly becomes stupid not to apply them to all forms. Why
be a mere Titan when you can be a Half-Dragon Titan and get an extra +8 Strength and
other benefits?
In that spirit, and again to avoid unnecessary clutter that most people won’t use, I make
the assumption that, if you’re using templates at all, you’re applying a single non-unique
template to your default race. Further, that template’s Level Adjustment adds to racial hit
dice for purpose of determining what you can turn into at your caster level.
Since the template now basically applies only to one’s normal form, the only information
one needs is the abilities and changes made by each template and the relevant level
adjustment. I mark such forms with the template descriptor.
A small number of templates are presented in the original sourcebooks as non-unique

creatures, for example the Hill Giant Dire Wereboar. They are explicitly listed as
potentially being organized in groups of multiple creatures. I include such forms and
mark them with the templated descriptor.
● Some tables will allow epic creatures, and others will not. Epic creatures are marked
with the epic descriptor.
● The epic templates seem to be largely insane, so I’m not including them. No paragon or
pseudonatural creatures. (I may add demilich in the future, but that’s really pushing the
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boundaries of non-unique.)
● Some table will allow psionic creatures, and others will not. Psionic creatures are
marked with the psionic descriptor.
● Some characters will be unwilling to take undead forms. Undead creatures are marked
with the undead descriptor (at least when I remember to do so). I may consider adding
descriptors for the <alignment> subtypes for the same reason, but I haven’t yet. If I do
so, my primary motivation will be to allow for easy identification of forms with good
roleplaying flavor for influencing your actions beyond what your character might normally
do, either while in such forms or after using them liberally. There’s no rule to support
this; I just like the flavor.
● For reasons I can’t quite wrap my head around, many DMs ban real-life dinosaurs from
the setting despite the existence of far less probable creatures. I’ve marked all included
dinosaurs with the dinosaur descriptor, although they’re so iconic that I expect I didn’t
need to. Kids still think dinosaurs are cool, right?
● There exist methods, e.g. the Reserves of Strength feat (Dragonlance Campaign Setting
p86), to break caster level caps by as much as +3 levels. I therefore include creatures of
up to 28 hit dice. There are fairly few creatures in the 26-28 HD range, so this doesn’t
add much clutter. Any creature with more than 17 hit dice is marked with the number of
hit dice. If anyone knows a rules-legal way to boost the cap 28 HD, please tell me!
● HD-advanced forms with size increases are fair game. Shapechange specifies that the
form must be non-unique, not typical of its kind. The hit dice advancement path implies
that reaching such advanced stages is normal even if not common. Don’t push your luck
asking to use better ability score arrays - the added bookkeeping headache isn’t worth it
anyway.
● Everyone has access to the SRD, and many people have access to Monster Manual I.
Anything not from those sources will be labeled with an appropriate descriptor and page
number. Creatures in the SRD will generally have hyperlinks on their names. So far I’ve
evaluated all of the standard SRD monsters, all of the epic SRD monsters, and all of the
psionic SRD monsters, and everything from Monster Manual I, II, III, and IV, plus Fiend
Folio. I’ll continue adding as suggestions and requests come in.
Optimizing Shapechange
In writing this guide, I’ve realized that there are basically 3 external optimization influences that
impact the power of shapechange: Charisma, buff-stacking, and caster level.
1. Charisma is key. About half of the abilities allowing saves are based on Charisma, and
the rest are mostly based on Constitution - but many of the best ones, and all that
9
duplicate spells, are Charisma. You get the form’s Constitution score with shapechange
but not its Charisma. If your Charisma score is high, you’ll have a ton of awesome
abilities with great save DCs, often better than the original creature by far because you’ll
also have more hit dice in many cases. If your Charisma score is low, you’re dependent
on hit dice alone to boost the save DCs - if you’re using a boosted caster level to access
higher-level forms, those abilities will be doubly inferior when you use them relative to
the original creature.
Compounding this is the problem that Charisma is hard to buff effectively. I’ve scoured
all the spells I could find mentioning Charisma, and it seems the absolute best you can
do to improve your score is a +8 enhancement bonus from nixie’s grace (personal
range, bard only, 10 minutes per level) and a +4 sacred bonus from either inner beauty
(bard, 10 minutes per level, must be Good alignment) or righteous aura (paladin only, 1
hour per level, personal range). Nixie’s grace lasts as long as shapechange, but
personal range is a real drag.
Therefore, from the Charisma angle, the obvious winner is the sorcerer, who should
have both sky-high Charisma to begin with and enough UMD both to cast nixie’s grace
from an item and to fake an alignment for inner beauty with a scroll if necessary - or
righteous aura, which lasts for hours. (Note that righteous aura makes you glow with the
equivalent of a daylight spell, so stealth is out of the picture, and watch out for the death
throes.) Bards can make this work, too, but they’ll need a very expensive scroll or staff
for shapechange instead of one for inner beauty - and the scroll will likely be at minimum
caster level, eliminating a lot of the best forms from consideration. Sublime Chords, of
course, have the best of both worlds, but they don’t get shapechange natively until 19th
level. Wizards, who usually dump Charisma, fare the worst. Druids get 2 stats to dump
without having to touch Charisma, so they should at least be mediocre, but they won’t
have the advantages of a pure Charisma-based caster. (Don’t feel too bad for the druids
- they get different advantages. See below.)
If you’ve got money to burn, pick up a Tome of Leadership and Influence +4 or +5, but
it’s awfully expensive, particularly if Charisma isn’t your primary casting stat. (If you’ve
got lots of money to burn, get the Manual of Bodily Health +4 or +5 as well. It’s an
ongoing bonus, not a change to your innate ability score, so it should carry into
shapechange. If you’ve got more money than you know what to do with, of course, get
Gainful Exercise and Quickness of action as well.)
2. Stack those buffs! If you’re a cleric with the Animal domain, use righteous might while
quietly cursing your deity for giving you not-animal-growth for your 5th-level domain
spell. If you’re a wizard, sorcerer, bard, or sublime chord, you have a ton of amazing
buffs to pile on. If you’re a druid or have a druid buddy, pick some beefy animal forms -
your type changes with shapechange - and cut loose with at least animal growth and
nature’s favor, but also nature’s avatar for key fights if you can spare a second 9th-level
spell slot - together they give all but the biggest animal forms a whopping +18 on attack
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rolls and usually +19 on damage rolls, not to mention a bajillion temporary hit points.
(Some rules interpretations allow the druid to buff with all three while in an animal form
and carry the bonuses into non-animal forms for the rest of the duration. I don’t do this at
my table because it’s only a matter of time before the DM rolls a Natural 20 on his
Improvised Weapon: Splatbook attack. Plus I’ve automated all of my bookkeeping, and
it’s easier if the buff spells are order-agnostic.)
A fully buffed up (animal growth, bite of the werebear, greater heroism, greater magic
fang +5 on all natural weapons, haste, nature’s avatar, nature’s favor) Legendary Tiger -
achievable immediately with a Bead of Karma - can plausibly reach BAB+46 on its
primary attacks and has Pounce to boot. The same buffs on a Giant Squid produce
BAB+41 with 11 primary tentacle attacks. And as a druid, you have Natural Spell, so you
can also cast in any form regardless of niceties like opposable thumbs and sophisticated
voice boxes - and don’t forget to pump your Monk’s Belt AC bonus with owl’s insight!
Most of your magic items should work in most forms (see this thread for details), so you
can probably keep your stat-boosting stuff at a minimum - no need for Wilding Clasps.
Boosting Constitution is almost as good as boosting Charisma. Remember that
Wondrous Items generally resize and reshape to fit the wearer, so as long as you have
the appropriate body part, you should be good (although you might look ridiculous).
If you’re a cleric, and especially a cloistered cleric, don’t forget to use divine power for
full Base Attack Bonus in critical fights.
3. Pump your caster level through the roof. If you’re an Animal-cleric or druid, you can start
with 25 HD forms right away by using your Bead of Karma (20,000 gp) and getting your
bard buddy to cast first hymn of praise and then harmonic chorus before you cast
shapechange - your caster level only matters when you actually cast the spell. Arcane
casters have to work a bit harder, but there are lots of options out there and most of the
CL-boosting guides cater to them nicely. Sublime Chord again shines here because
Song of Arcane Power lets them get a reliable +4 to caster level.
Finally, if you take the Reserves of Strength feat, grab that lovely +3 cap-breaking CL
boost to put a handful of very nice forms9 on the table - including possibly my favorite
9 Specifically… (footnote spread across two pages due to size)

● Abomination, Chichimec: Good defenses, great blindsight, fantastic flight, continuous non-detection, great
telepathy
● Banshee: 3/day Cha-based precision-kill(?) save-or-die death effect that hits up to 19 targets at a time. This
is really nice.
● Dragons +1 age category: Small improvements to AC, Strength, fly speed, and breath weapons
● Garngrath!!!: Swallow everything, good sonic damage area attack, nice immunities and resistances and
defenses
● Effigy: Possess target’s body, killing it over a few minutes if you can keep control. Ghost is better, but this is
more bad-ass.
● Geriviar: Really nice melee damage with good defenses and regeneration
● Gibbering Orb: Super stinky cheese. Don’t use it except in silly campaigns.
● Linnorm, Corpse Tearer: 60-foot cone paralysis breath weapon with good duration and ok save DC
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form ever: Garngrath. You’ll only be stunned for the first 3 rounds of shapechange, and
shapechange lasts long enough for you to get it up plenty early - especially when you
boost the caster level. I’m not sure what you get is mechanically worth investing two
feats, but some of these forms are both amazing and fun.
If you don’t have a bard buddy, remember that you can pay for spellcasting services in
major cities in most campaigns. Expect to spend 80 gp on harmonic chorus and 400 gp
on hymn of praise under normal circumstances - much cheaper than scrolls and wands.
Shapechange lasts long enough that you can do this in advance of a serious planned
combat mission, and it doesn’t really matter where your hired caster is because you can
go wherever you like with an Archon’s self-only greater teleport.
Each of the major classes has its advantages here. No build nabs all of them, although a
Charisma-based Fey Druid (homebrew feat by Rich Burlew) comes awfully close (but loses out
on the AC-pumped Monk’s Belt and doesn’t have wizard buffs for non-animal forms).
Of course, you don’t need any optimization to make shapechange amazing. But if you aren’t
interested in optimization, you probably aren’t reading this. Even as an optimizer, be careful not
to take this too far. Be mindful of the impact on your fellow players - and on your DM’s sanity.
Recommended Feats
Shapechange really doesn’t need any help to make it awesome. There are, however, some
feats that synergize really nicely.
● Natural Spell - Cast spells in forms that lack thumbs and speech. Strictly speaking it only
says it works in Wild Shape, but the casting mechanics should work just as well with
shapechange. Be prepared for the possibility that your DM might say no, but your footing
is reasonably solid. If you aren’t a druid (and therefore don’t have Wild Shape), you
might have to convince your DM that shapechange should qualify as a reasonable
substitute.
● Power Attack10 - There will be times when your attack bonus is significantly higher than
you need to hit your enemies. Power Attack lets you trade that surplus for a ton of extra
● Nightcrawler, Advanced Colossal*: Highest grapple mod available. Has Improved Grab and Swallow Whole.
I prefer Garngrath, but this is more precise.
● Storm Elemental, Elder: Incremental improvements to thunder and lightning damage
● Teratomorph: Random silliness. Best is a Cha-based save-or-lose targeting Reflex hitting a random creature
in 120 feet. If you can get your target alone with you, that’s actually fantastic.
● Tiger, Legendary: Small-room grappling and melee damage. Really only useful for druids, but for them it’s
decent.
● Vasuthant, Advanced Gargantuan*: Touch attack grappling that deals Str damage with each check and kills
creatures reduced to 0. Upgrade over Horrific Vasuthant.
● Zyern: 90-foot cone of 3d6/3d6 Str damage poison gas and a decent-but-not-great save DC
*If your DM allows HD-advanced forms
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damage. It gets even better when your surplus attack bonus comes from buffs also
increase damage. A 20th-level druid using giant or colossal squid in conjunction with
nature’s favor and nature’s avatar can do full Power Attack for a net zero loss on attack
bonus and +30 damage on each of ten tentacle attacks. This is a great way to beat your
enemies to a bloody pulp - even through tricky damage reduction.
● Flyby Attack - Take a standard action in the middle of any flying move action. You need
to be able to fly to qualify for this, but you don’t need to be able to fly all the time [citation
with citations]. Most classes qualify for this fairly early on11, and it’s very potent even
without shapechange. Adding the option to spring from the ground as an incorporeal
undead, cast a spell, and pop back into the ground for total cover on the same turn
doesn’t exactly hurt.
● Reserves of Strength (feat tax: Iron Will) - Open up a small number of really nifty forms
at late levels (see footnote above) and gain early access to a whole bunch of powerful
forms you would normally have to wait for. The feat tax makes this expensive (especially
for druids, who already have amazing Will saves), but it’s probably still worth it.
Resources
All Dungeons & Dragons 3.5 monsters sorted by type and Hit Dice
Complete (Su) List for Shapechange - not quite complete, as it’s missing a small number of
splatbooks, but still very useful. This is where I got my start for this guide, and it’s a good place
for you to go to find supernatural abilities for creatures I haven’t gotten to yet and, honestly,
probably won’t.
10 Note that bite of the werebear and bite of the weretiger grant Power Attack for the duration, so if you
have an extra round to buff, you don’t even need the feat. Standard action cast time with 1 round/level
duration means you can’t count on having it up in advance for unexpected combats though - as opposed
to nature’s avatar, which is a swift action cast, and nature’s favor, which lasts 1 minute/level.
11 Sorcerers, wizards, and bards with swift fly, druids starting at 3rd level with master air and obviously at
5th with Wild Shape, and animal clerics with lesser holy transformation. And of course anyone can drink a
potion of fly, although that’s stretching the definition of access.
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Go-to Forms
Walking around
I like the Solar Angel (Planetar if I can’t hit CL 22) for my usual default form. It has great
defenses to help you survive getting caught off-guard (AC, damage reduction, spell resistance,
regeneration, protective aura, and some immunities), enough Dex that you at least won’t be
going dead last most of the time (and of course you have other ways to buff Initiative), one of
the best flight packages available, and fits in all but the lowest-ceiling dungeons. Most
importantly, though, it has Change Shape - walk around looking like yourself (or anyone else)
but with the Solar’s great defenses. And you have enough Strength to win most arm-wrestling
matches in the tavern.
Pit Fiend is also almost as good defensively (actually better in some ways) and available at 18
HD. It is, however, considerably less tavern-friendly.
Speaking of tavern-friendly, the ideal form for a tavern brawl is the Titan (20 HD). Like the Solar,
its Change Shape lets you look like a normal person while retaining most of the form’s other
advantages. Unlike the Solar, the Titan has 39 Constitution (ideal for drinking games) and 43
Strength (ideal for trashing the place when you get accused of cheating at drinking games).
Dungeon crawling
Your default form walking around in hostile areas should have the best defenses possible.
Changing is free, so you want whatever is most likely to get you from combat start to your first
turn in one piece without impeding your mobility or stealth. There are five components of this:
1. Immunities - protection from various nasty status ailments that keep you from performing
at your best. Constructs and undead typically fare the best for this.
2. Defensive numbers - armor class, spell resistance, energy resistance/immunity
3. Mobility - size and speed (usually land speed or flight). Maneuverability matters; you
don’t want to be knocking your head against the walls and ceiling all the time
4. Perception - blindsight, darkvision, etc.
5. Initiative - high Dex helps keeps you from going last
The following are my favorite defensive forms for dungeon crawling and similar activities. Note
that all of these are stellar forms, and the cons are situational. You really can’t choose wrong
here overall.
● Prismatic golem (MM3 p71, 20 HD):

○ Pros
■ Construct immunities
14
■ Incorporeal (renders large size irrelevant since you can clip walls)
■ Perfect 50-ft flight
■ +11 Initiative means you have a reasonably good shot at going first
■ Fantastic AC - 36, including touch AC (but note that any other source of
deflection bonus won’t stack)
■ Decent damage reduction
■ Immunity to all magical effects allowing spell resistance
■ Provides illumination for your buddies (rendering the 60-ft darkvision
irrelevant)
■ Blindsight 60 ft (just in case the darkvision wasn’t sufficiently irrelevant)
○ Cons
■ Not Core, but at least it’s not from an obscure sourcebook
■ Kiss goodbye all thoughts of stealth - this thing provides illumination like a
daylight spell at all times and can be seen from miles away. Ask your DM
if being invisible suppresses the illumination, but the answer is almost
certainly “No.”
■ Allies with 8 HD or fewer must remain more than 20 feet away to avoid
being perpetually but temporarily blinded
○ Additional notes
■ Any walls, objects, or creatures you clip will be damaged. Whether that’s
a bad thing is up to you.
● Shadesteel golem (MM3 p72, 18 HD):

○ Pros
■ Medium size
■ Perfect (but slow) flight
■ Good AC
■ Decent damage reduction
■ Immunity to all magical effects allowing spell resistance
■ 60-ft darkvision is nothing special, but at least you won’t be stumbling
around in the dark
■ Available at CL 18
○ Cons
■ Only +3 Initiative, so you likely won’t be going first
■ Not Core, but at least it’s not from an obscure book
Additional notes
■ Greater shadesteel golem is available at CL 27. It has better damage
reduction but worse Dexterity and touch AC. Also large size, so you can’t
squeeze into quite as many tight spaces.
● Dread wraith:
○ Pros
■ Undead immunities
15
■ Incorporeal (renders large size irrelevant since you can clip walls)
■ Good 60-ft flight
■ +13 Initiative means you have a good shot at going first (note: you get
Improved Initiative because it’s a racial bonus feat)
■ Good touch AC if you have good Charisma (but deflection bonuses won’t
stack)
■ Lifesense 60 ft (blindsight but only detects living creatures) and darkvision
60 ft
■ Available to just about everyone - it’s Core and has only 16 hit dice
○ Cons
■ Non-touch AC is mediocre
■ No spell resistance
■ Powerless in natural daylight
■ Animals within 30 feet of you will panic
○ Great non-core alternate: Deathshrieker (18 HD) or Advanced Deathshrieker (25
HD) (MM3 p32)
■ Profane bonus to AC equal to ⅓ your hit dice. This stacks with almost
everything and is especially helpful if your Charisma is poor.
■ Initiative is only +7 (+8 for Advanced) because Dex is slightly lower and
Improved Initiative is not a racial bonus feat. If you already have Improved
Initiative, Deathshrieker is hands-down a better choice than Dread Wraith.
■ Trades daylight aversion for taking minor damage if caught in the area of
a silence spell (this is an excellent trade - silence is far more situational
than daylight)
■ Slower flight (40 ft, still Good maneuverability)
■ Fantastic fear aura effect (“Despair”) triggered merely by seeing you. Just
inoculate your allies first. Replaces creepy animal-scaring vibes.
■ Loses blindsight
■ Not core
■ Prismatic Golem will usually be better unless you need stealth (shrieking
described in fluff text is not mandatory)
● Angel, Solar (22 HD) or Planetar

○ Pros
■ Regeneration makes you functionally immune to death by hit point
damage - only Evil spells and epic evil-aligned weapons (just evil-aligned
for Planetar) deal lethal damage to you
■ Great spell resistance
■ Fantastic flight (even Planetar’s is great)
■ Very good AC (Planetar slightly less so)
■ Superb damage reduction (or decent for Planetar)
■ Protective aura grants a +4 to saves and AC (resistance and deflection
bonuses) against evil things, blocks hostile spells up to 3rd level, prevents
entry from non-good summoned creatures, and completely suppresses all
16
charm and mind control effects. This has a nice, comfortable 20-ft radius,
so all your buddies benefit, too.
■ 60-ft darkvision
■ Immunity to acid and cold with 10 resistance to fire and electricity
■ Can take any small or medium humanoid form if you need to squeeze
through small spaces or want to disguise your capabilities
■ Core, and Planetar is available to everyone because it has only 14 HD
○ Cons
■ Few condition immunities
■ Poor touch AC
■ Poor initiative bonus (+5 for solar, +4 for planetar)
■ Flight is winged, so unless your DM says otherwise, you’ll need to change
to something else to squeeze through tight spaces while flying because
you need room to spread your wings
● Devil, Pit Fiend (18 HD) or Horned

○ Pros
■ Regeneration makes you functionally immune to hit point damage - only
Good spells and weapons that are both silver and good deal lethal
damage to you. For most games, this is actually superior to angel
regeneration because you tend to fight Evil things a lot more than Good
things.
■ Superb AC
■ Superb damage reduction
■ Good spell resistance
■ Immune to fire, 10 resistance to acid and cold
■ Immune to poison
■ See in darkness, including magical darkness, with no limitations on
distance
■ 100-ft telepathy lets you communicate silently with your allies
■ +8 (or +7) initiative is decent if not great
■ Excellent damage output with death poison
■ Core and available to everybody (horned devil) or almost everybody (pit
fiend)
○ Cons
■ Few condition immunities
■ Mediocre touch AC
■ Large size
■ Flight is only average maneuverability and requires spreading wings
■ May make your paladin buddy uncomfortable :-)
○ Additional notes
■ Either expose your allies to your fear aura in a controlled situation or
suppress it entirely. It makes no distinction between friend and foe. It only
lasts for two minutes, though, after which anyone exposed is immune for
17
24 hours.
● Gloom (25 HD)

○ Pros
■ Superb AC
■ Best touch AC available
■ Good damage reduction
■ +18 initiative is absolutely insane - the best available
■ Superb spell resistance
■ Fantastic stealth - 46 Dex starts you at +18 on Hide, and Quiescence
starts you at +38 on Move Silently
■ 60-ft blindsight
■ Medium size
○ Cons
■ No immunities
■ No flight
■ Epic - some DMs will not allow
■ High hit dice make this a stretch, especially for arcane casters that can’t
use Beads of Karma
● Will-o’-wisp
○ Pros
■ Immunity to all magic allowing spell resistance12
■ Natural invisibility
■ +9 initiative is pretty good
■ Decent AC
■ Great touch AC (partially a deflection bonus)
■ 50-ft perfect flight
■ Small size
■ Available to absolutely everyone
○ Cons
■ No condition immunities
■ No damage reduction or regeneration
■ Squishy - only 10 Constitution means you’re vulnerable to anything
targeting Fortitude that doesn’t allow spell resistance. Be particularly wary
for poison gas traps and the like.
● Zodar (FF p199)

○ Pros
12 Except magic missile and maze
18
■ Invulnerable to all attacks except from bludgeoning weapons, which get
no enhancement bonus. It’s not clear if this extends to spells and such or
only applies to weapons.
■ Decent AC (partially deflection bonus)
○ Cons
■ The DM interpretation required to make this good also makes it incredibly
cheesy. Absent that definition, it’s super vulnerable and not worth using.
That Zodar gets 1/year wish actually hurts, because DMs may ban it just
because of that.
■ No flight
If you’re playing in a Core-only game, use Iron Golem when you need to marry immunity to
magic with a huge list of condition immunities. It is otherwise an all-around poor choice, vastly
inferior to Shadesteel and Prismatic Golems. Marut Inevitable is also a noteworthy construct
form, though it lacks immunity to magic.
Travel
● Free self-only greater teleport from all Archon forms.
● If teleportation isn’t an option for some reason, there are plenty of very fast fliers. Brass,
gold, and white dragons are the fastest non-Epic options at 200 ft., and they have the
benefit of being able to carry quite a few passengers.
● Solar is probably the second best flier at 150 ft. and, while it can’t easily carry
passengers, it has Good maneuverability.
● If you have a Portable Hole, just shove your passengers in that (after being very certain
they’ve forked over all Bags of Holding! (“Rift. Astral. Bad.”)) and use an Archon’s
teleport. If you don’t have a Portable Hole, get one!
Combat
Extremely situational, but that’s why you’re here. “Defense, Physical” and “Defense, Magical”
are great places to start if you intend to fight with spells. If you’re looking for pure beat-stick
potential, Colossal Squid is hands-down the best with animal buffs13 and Ancient Night Twist
without. Take a look at “Damage, Melee” and “Optimizing Shapechange” to get started.
Unfortunately, there is little overlap between the best beat-stick forms and the best defensive
forms (which make you basically invincible). If you can live with “merely” being super resilient
while having tremendous damage output, my favorites are Ancient Night Twist and Gloom (both
25 HD, bring your own flight spell) depending on the situation.
13 Nature’s Avatar (Druid 9, swift, 1 rd/level, +10 morale to attack and damage), Nature’s Favor (Druid 2,
swift, 1 min flat, +5 luck to attack and damage), Animal Growth (Druid 5, standard, 1 min/level, size
increase with all associated benefits - but note that the size increase eats into your attack boost from from
the +8 Str)
19
Spellcasting
Aside from situational factors that heavily favor specific defenses or vision modes, the
Chronotyryn from Fiend Folio is hands-down the best default spellcasting form I’ve come
across. It has solid defenses (except touch AC, which is nothing special, and damage reduction,
which was nerfed in the 3.5 update), which is nice, and double actions, which is freaking
amazing. Be prepared for the possibility that your DM will ban this form entirely.
If your DM tolerates a good amount of cheese, Nagahydra from Serpent Kingdoms arguably lets
you cast 5 spells per round. Unless you’re able to finish off all of your enemies, you would do
well to have the 5th spell be something that gets you out of danger (teleport, time stop and
change to a new form, etc.), because the defenses are pretty bad. If your DM banned
Chronotyryn, don’t hold your breath weapon on being allowed to use Nagahydra.
If you are a druid and therefore have Natural Spell14, and if you aren’t trying to subvert the action
economy, just grab a top-notch defensive form (see Walking Around) and go to town. I like
Prismatic Golem for this. If you aren’t a druid, Pit Fiend and Dread Wraith are solid choices that
support both verbal and somatic components - switch back and forth depending on whether
incorporeality/immunities or AC/SR/DR/regeneration are more important.
14 If you are a druid and don’t have Natural Spell, I’m not sure how you ended up in this handbook. Get
Natural Spell with your next feat opportunity.
20
Abilities
Ability Score Reduction, Charisma

Creature Type Limit CL Save Notes
Abomination, Su At will Cha 2 points of Charisma drain, 4 points on

Chichimec (27 on critical hit. Fort half.
HD) (epic) attack
Eladrin, Tulani Su At will Dream ray. Incorporeal globe form only. 300-
(18 HD) (BoXD ft ranged touch attack deals 1d6 Charisma
p171) damage, no save. Non-evil creatures
reduced to 0 Charisma fall into a dream-filled
coma. Evil creatures reduced to 0 Charisma
fall into a nightmare-wracked coma that deals
1d10 damage plus an additional 1d10 each
hour in the coma. Restoring Charisma to at
least 1 ends the coma. Mind-affecting.
Ghost (undead) Su Gaze Cha Corrupting Gaze. 1d4 Cha damage, plus
(template, LA 2d10 hp damage. Fort negates.
+5)
Ability Score Reduction, Constitution

Devil, Xerfilstyx Su Str Blood drain. 1d4 points of Constitution drain

(FF p59) (29) each round you can remain attached to a
victim. No save, but you must succeed on a
tail attack first. Escaping requires the victim
succeed on a Strength check (DC calculated
as for saves, Strength-based) or a DC 30
Escape Artist check.
This is a pretty stylish way to kill something

and unique in that it doesn’t allow any sort of
saving throw or consume any actions after
the initial attack. You can still cast spells and
such while using this.
Dread Wraith Su Cha 1d8 points of Constitution drain on

incorporeal touch attack. Fort negates.
Gain 5 temporary hit points per success.
Ha-Naga (20 Ex Con Poison on sting attack. 2d8 Con / 2d8 Con.
21
HD) (epic) (32)
Molydeus (19 Su Con Poison on free action Snakebite attack (2d6

HD) (FC1 p46) (30) Con drain/2d6 Con drain). Targets reduced
to 0 Constitution are transformed into manes.
Partially bypasses poison immunity,
dealing 1d6 Con/1d6 Con to creatures
naturally immune (except by Creature Type,
such as constructs, oozes, plants, and
undead) or under spell effects such as
neutralize poison and heroes’ feast.
Naga, Guardian Ex Con Spit poison up to 30 feet as a standard

(19) action (ranged touch attack). 1d10 Con
damage / 1d10 Con damage.
Phiuhl (FF Ex Con Death Gas. Mobile cloud of poison that

p135) (18) deals 1d10 Con / 1d10 Con in a 50-ft radius
centered on you. Successful save protects
for one day.
With 30-ft perfect flight, you can spread this

effectively to deal Con damage to a large
number of enemies… but the real magic
comes when you combine it with fly for 60-ft
flight or master air for 90-ft.
Ulgurstasta Su 1/day Con Breath weapon. 60-ft cone of necromantic

(undead) (FF (-) acid. Reflex partial: Creatures who make the
p180) save take 1d6 Con damage, and creatures
who fail take 3d6 Con drain. Also disgorges
any skeletons in the gut15. Save DC is low
due to non-ability for Constitution.
Honestly, the better use of this form is to

make minions.
Ability Score Reduction, Dexterity

Formian Ex Con Poison with successful Sting. 2d6 Dex

Myrmarch (18) damage / 2d6 Dex damage. The poison is
injury-based and can be used to coat other
weapons.
15 2d4 of various sizes by default, but it’s debatable whether you get them - if you do, it’s only
the first time you change, and then once you use them you have to make more.
22
Ask your DM if you can milk yourself for the
poison. It should work by rules as written.
Mosslord (20 Su 6/rd Str Mossy Transformation. Grappled creatures

HD) (web) (33), must make a Fort save or take 1d6 Dexterity
Con drain. One save (and potential drain) per
(28) tentacle! (Note that there are 3 rolls per
tentacle - hit, grapple, and save - so each
individual tentacle’s odds aren’t spectacular.)
Victims drained to 0 Dex collapse into inert

heaps of dark green moss and rise as
Shambling Mounds 1d4 rounds later.
Ability Score Reduction, Intelligence

Mosslord (20 Su 1/rd Cha Brainlance. Free action, one target within 60
HD) (web) feet. Will save or stunned 1d4 rounds;
dazed 1 round even on successful save!
Also deals 1d6 Intelligence damage on
failed save. Successful save protects for 24
hours.
Even if it’s potentially only 1 round, this is a

guaranteed disable (in addition to potential Int
damage) that you can use as a free action.
Phthisic Ex Str 1d4 Intelligence damage on successful bite

(psionic) (23) attack. Becomes drain instead of damage if a
creature is reduced to 0. No save, but the
bite is a secondary weapon and will have a
poor attack bonus.
Ability Score Reduction, Multiple

Banshee (26 Su Gaze- Cha Horrific Appearance. Any living creature

HD) (MM2 p30) like within 60 feet that sees you must make a Fort
save or permanently lose 1d4 Str, 1d4 Dex,
and 1d4 Con. Successful save protects for 24
hours.
This is probably meant to be ability drain,
23
but the ability text doesn’t actually specify.
Ask your DM before using around friends lest
you accidentally and irrevocably16 screw them
over.
Bone Ooze (20 Ex Str A successful hit by the bonze ooze deals 1d6
HD) (MM2 p36) (40) Strength drain, 1d6 Dexterity
drain, and 1d6 Constitution drain. On a
critical hit, it drains twice that amount
from each affected score. No save. Gain 5
hp (excess becomes temp hp).
Ethergaunt Su Gaze Cha Stupefying gaze. Any creature within 30 feet

(any) (FF p65) that views the ethergaunt’s face must make a
Will save or take 1d4 points of damage to
each of Int, Wis, and Cha. Successful save
protects for 24 hours. An ethergaunt can
enable or disable this ability as a free
action by opening or closing its built-in face
mask.
Ghost (undead) Su Gaze- Cha 1d4 points of damage to each of Strength,

(template, LA like Dexterity, and Constitution to any living
+5) creature within 60 feet that looks directly at
the ghost. Fort negates. Successful save
protects for 24 hours.
Ghost (undead) Su At-will Cha 1d4 points drained from any chosen score on
(template, LA successful melee touch attack. Gain 5
+5) temporary hit points. Fort negates. Add
Strength to attack roll against ethereal targets
and Dexterity against material targets.
Ability Score Reduction, Strength

Androsphinx Su 1/day Cha Third roar in same encounter deals 2d4 Str
max damage to non-androsphinxes in 250 feet!!!
for 2d4 rounds (exception to normal ability
damage rules?). Fort negates.
Dragon, Gold Su 1 per Con Breath weapon. Cone, 10 feet per size
1d4 (19-23) category, max 50 feet for huge. 1 point per
rds age category, max 8 for Mature Adult (26
16 Ability drain can be healed, albeit expensively, and is preventable with death ward. Weird, unspecified
changes might not be. Either interpretation is good - just be sure you know what you’re getting and use
accordingly.
24
HD). Fort negates.
Ephemeral Su 1d6 Strength damage to any creature whose

Swarm space the swarm occupies at the end of each
(undead) (MM3 movement. No attack roll and no save!
p50)
I don’t see anything saying a swarm can’t
take two move actions per round, so this
should be 2d6 Strength damage per round,
guaranteed.
Hag, Sea Su Cha Horrible appearance. 2d6 Str damage upon

sight by any non-hag. Fort negates,
successful save protects for 24 hours.
Purple Worm Ex Con Poison on successful sting. 1d6 Str / 2d6

(25) Str.
Roper Ex Dex 6 strands per round on full attack. Each

(13), strand requires a ranged touch attack (up to
Con 50 feet); if it hits, the target must make a Fort
(17) save or take 2d8 points of Strength damage.
By my reading this is each time a target is hit
with a strand, so you get 6 shots per round to
offset the poor save DC. Dex is lousy, so you
may not hit with all 6.
Shadow, Su 1d8 on melee touch attack. No save.

Greater Humanoids reduced to 0 die and rise as
(undead) shadows within 1d4 rounds, serving
indefinitely. Negative energy effect.
Vasuthant, Su Str 1d4 on successful grapple. No save. May

Horrific (25 HD) (32) grapple 2 Large or 4 Medium or smaller
(MM3 p183) creatures simultaneously with no penalty.
- or - Creatures reduced to 0 Str die. Pinned
- or - creatures are suspended inside the
Str vasuthant’s core while their life energy is
Vasuthant, (42) crushed from their bodies. May continue
Advanced making slam attacks and using non-somatic
Gargantuan (26 spells (with Natural Spell) and spell-like
HD) (MM3 abilities while grappling.
p182)
Advanced Gargantuan Vasuthant, if allowed,
has an extra +9 on its grapple check and can
grapple 2 Huge or 4 Large creatures.
Zyern (web) Su 1 per Con Breath Weapon. 90-foot cone of poison gas,
(28 HD) 1d4 (22) 3d6 Str / 3d6 Str.
rds
Save DC is sub-par, but the area is fantastic,
25
and the damage is quite potent if it sticks.
Ability Score Reduction, Wisdom

Allip Su 1d4 Wisdom drain on incorporeal touch

attack. Gain 5 temporary hp on success.
Elder Brain, Su At will Cha Overmind Blast. Single target within 100 feet.
Thoon (MM5 2d6 Wis damage. Not a fear effect, but
p121) creatures immune to fear or receiving a
bonus on saves against it get a +4 bonus on
their saving throw. Will negates.
Howler Ex At will Cha 1 point per hour that someone hears the
howling. Will negates, must save each hour.
Sonic, mind-affecting, irritating as hell.
Kalaraq Quori Su Touch 1d4+1 Wis damage and 1d6 hp damage per
(18 HD) (SoS attack touch, no save. 2 touches on a Full Attack.
p156) at will Also inflicts confusion on a failed Will save.
Lamia Su 1d4 Wisdom drain on touch attack. No

temporary HP. Explicitly states that it’s used
to reduce Will save modifiers, so this should
drain Willpower as well as Wisdom under
Daniel’s rules, or at least impose a penalty on
Will saves.
Lilitu (FC1 p43) Su At will Con Poison stinger. Initial/secondary 2d6 Wis
(injury (18) damage/1d4 negative levels. 4 stingers on
poison)
full attack.
Meenlock (MM2 Su 1 per Cha Rend mind. Mind-affecting phantasm deals

p146) 1d4 rds 1d4 Wis damage. 300-ft range! Will
negates.
Acid Immunity
See “Defense, magical”
Antimagic Field
26
Astral Su Always 18 150-ft cone. Ignores ongoing effects that
Dreadnought active brought a subject to the Astral Plane17 (e.g.
(18 HD) (MotP astral projection), which cannot be dismissed
p159) while in the cone and therefore keep the
subject trapped.
Balhannoth Su Grapple Str Suppress magic items and prevent use of

(MM4 p15) (28) spells and spell-like or supernatural
abilities of any grappled creature. No save.
Also suppress magic items by wearing them,
which mostly sucks but can occasionally be
useful if you need to transport something
dangerous and unstable.
Beholder Su At will 13 150-ft cone. No action to activate or

deactivate - just open or close main eye.
Beholder Hive Su At will 20 240-ft cone. No action to activate or

Mother (20HD) deactivate - just open or close main eye.
(Lords of
Madness p136)
Nishruu (MoF Su At will Cha Not antimagic field, but this is the best place
p67) to put it.
Absorb Magic has a number of useful

effects:
● Immune to most direct spells
regardless of whether they allow
spell resistance. Damaging spells
heal equivalent damage, except fire
damage (which affects you normally)
and cold damage (which is reduced by
resistance). Non-damaging spells heal
1 point per spell level, except for
illusions and compulsions, which do
nothing. Note that, as written, this
ability protects you from disjunction
and dispel magic. Spells that create
something first that subsequently
would affect you still work, as do
ongoing effects that you move into.
● Drain spell slots from a spellcaster -
1 per round of contact. No save
against losing the spells, but Will
save vs. feeblemind for each spell
17 The ability does not specify what happens when an Astral Dreadnought is on other planes
and encounters a plane-shifted astral projection, so consult your DM in advance if this likely to
come up. The easiest interpretation would be that it locks in place (without suppressing) all
magic-derived forms of astral travel regardless of what plane it’s on at the time.
27
drained.
● Disable non-charged magic items
while in contact and for 1d4 rounds
afterward
● Disable artifacts while in contact and
for 1 round afterward
Note of caution! Use foresight to protect

against a 5% chance of utter destruction if
brought in contact with a Rod of
Absorption or Ring of Spell Turning. You
can get foresight from Elemental Weirds,
although it’s less cheesy if you just learn the
spell.
Also note that charged magic items lose

1d4 charges per round of contact. This is a
bad thing, since you could otherwise take
those items and use them.
Sarkrith Thane Su 1/day 5-foot radius, free action. Lasts a number of

(FF p146) rounds equal to Constitution bonus.
This immediately (but temporarily) yanks you

out of shapechange, so the utility is limited.
Use it to step through wards or bypass
battlefield control and other magical hazards
while in a forbiddance or dimensional lock
effect. Also potentially useful if you get hit
with one of those spells that does
unspeakable things to you over the course of
a few rounds with no further saving throws.
Zern Su 3/day 7 20-ft radius. Lasts until start of next turn.

Arcanovore
(MM4 p197) Immediately (but temporarily) yanks you out
of shapechange - see Sarkrith Thane above.
Bardic Music
Strictly speaking, you probably need to have appropriate Perform ranks to use any Bardic Music
abilities - but maybe not, since the Firre only has 8 ranks in Perform but can use Suggestion.
Desmodu (MM2 Su At will Cha Closer to good hope than bardic music.
p63)
Vibrations of Hope. Allies in a 30-ft radius
spread gain a +2 morale bonus to attack
28
rolls, weapon damage rolls, saving
throws, ability checks, and skill checks.
Lasts concentration+1d4 rounds.
Eladrin, Firre Su At will HD Cha Inspire Courage, Inspire Competence,

(BoXD p169) Fascinate, and Suggestion. Presumably as
8th-level bard, which means Inspire Courage
grants +2.
Eladrin, Tulani Su At will HD Cha Full bardic music as an 18th-level bard, but
(18 HD) (BoXD activate or maintain a single effect as a
p171) free action each round. Requires no
instruments - just the unearthly voice.
Lillend ??? 6/day HD Cha As a 6th-level bard. It’s not listed as Ex or

Su, instead being tucked under Spell-Like
Abilities, so there’s a strong argument that
this might not be valid with Shapechange.
Even if it is, you will need sufficient
Perform ranks for each song.
Ruin Chanter Su At will HD Cha Full bardic music as a 12th-level bard. Tulani
(20 HD) (MM5 Eladrin is strictly better if Book of Exalted
p132) Deeds is allowed.
Blindsight
See “Extra-Sensory Perception”
Bonus Feats
You get racial bonus feats with shapechange. There are lots of options that will get you the
same functionality, and there is quite a lot of overlap. In the interest of compactness, these are
consolidated here and re-grouped by ability with a list of creatures granting them. Only remotely
useful things will be listed here, and when multiple creatures can provide the feat, only those for
which there’s a reason to choose them over other options will be listed.
Feat Creatures Granting
Brew Potion ● Myconid Sovereign (MM2 p157). Also allows you to duplicate a
bunch of low-level cleric and druid spells for creating potions,
although you still have to pay the normal brewing costs. Still, access
to spells you might not normally get is always handy. This is most
useful for wizards and especially sorcerers as they get far fewer of
these spells natively.
Combat ● Hydra. 12 attacks of opportunity!

Reflexes
29
Craft Magic ● Midgard Dwarf (Frostburn p124). Craft any magic weapon, magic
Arms and armor, ring, or wondrous item without having to meet the
Armor, prerequisites. You still need to pay gold and XP costs as normal,
Craft Wondrous and the act of crafting takes just as long as always - you’ll need to
Item, be able to spend at least 8 hours per day in shapechange to take
Forge Ring advantage of this.
Craft Wand ● Varrangoin, Arcanist (Fiend Folio, p82)
Empower Spell ● Bloodfire Ooze (Monster Manual IV, p18). Automatic for all fire
spells cast with both origin point and caster within 60 feet.
Eschew ● Couatl. Can Change Shape into any small or medium humanoid and
Materials has 90-ft telepathy and 60-ft darkvision.
● Formian Queen. Immobile without extra magic but has 50-mile
telepathy.
● Naga (any). Guardian naga has the best stats of the bunch. Water
naga can swim.
Improved Bull ● Geriviar (26 HD; Monster Manual III, p52)

Rush
Improved ● Geriviar (26 HD; Monster Manual III, p52)

Sunder
Iron Will ● Lycanthrope (any). Hill Giant Dire Wereboar is the only one useful
for combat, and it’s quite beefy. Also gets alertness.
Scribe Scroll ● Varrangoin, Arcanist (Fiend Folio, p82)
Silent Spell ● Chronotyryn (Fiend Folio, p33)
Spell Focus ● Spell Weaver (Monster Manual II, p187)

(Abjuration)
Spell Focus ● Spell Weaver (Monster Manual II, p187)

(Evocation)
Spell Focus, ● Zern (MM4 p194). Not actually the feat, but Ex that provides +4 to
Greater the save DC of all Transmutation spells and spell-like abilities you
(Transmutation) use.
Spell ● Spell Weaver (Monster Manual II, p187)

Penetration
Spell ● Cranium Rat Swarm, Greater Pack (Fiend Folio, p169)

Penetration,
Greater
Still Spell ● Chronotyryn (Fiend Folio, p33)
Track ● Blink Dog. Free action blink and dimension door may let you take
30
some shortcuts if you’re in a hurry.
● Bhut (FF p20). Incorporeal undead, 50-ft perfect flight.
● Dire Wolf. Nice intimidation factor. Go with regular wolf or dog if you
want to be inconspicuous.
● Dog. Nice and unobtrusive in populated areas.
● Gray Glutton. Useful? No. Badass? Absolutely.
● Grick. 20-ft climb and 60-ft darkvision. Looks ridiculous.
● Grimlock. Looks ridiculous but has 40-ft blindsight and therefore
can track even in dense fog at speed. Can’t be fooled by visual
illusions. Immune to gaze attacks.
● Invisible Stalker. Track with Spot checks! Also invisible.
● Manticore. The only Core tracker option with built-in flight.
● Molydeus (FC1 p46). All-around vision, darkvision, true seeing,
100-ft telepathy, good initiative, fantastic defenses. Will also
scare the crap out of everything for miles.
● Runehound (MM3 p145). +20 bonus on tracking checks against
non-mindless creatures unless they are shielded against mental
effects. 50-ft land speed. 500-ft blindsight with bonus Uncanny
Dodge because why not?
● Shadow Mastiff. 50-ft land speed. Crappy stats but has total
concealment in anything but full daylight. Find someone to cast
silence on you and you’ll be an amazing stealth tracker. 60-ft
darkvision for tracking in total darkness.
● Wendigo (template) (Fiend Folio, p187). 120-ft perfect flight! Also
Wind Walk at will, which should grant 68 mph flight.
● Wolf. Nice and unobtrusive in natural settings. 50-ft land speed.
● Wolverine. Not as fast as the wolf, but it can burrow and climb,
which are necessary for tracking other things that can burrow and
climb. Beware of the forced rage if you get attacked.
Wild Talent ● Cerebrilith. Gain a reserve of 2 power points. Not sure if this is
actually useful for anything.
● Intellect Devourer. Ditto.
Carrying Capacity
All load values expressed in pounds. The numbers in the table assume no augmentation to
Strength. x6.06 for animal growth if applicable (also if your DM allows HD-advanced forms and
you take one of those) and x1.15 per additional point of Strength.
Kudos to Fizban, Crake, and hamishspence for cluing me in on the detail that “Biped” and
“Quadruped” really mean “Tall” and “Long”, which can be derived from stat-blocks by comparing
space to reach.
Note that air walk allows you to “fly” at reduced speed with any load up to your maximum and
lasts as long as shapechange. Regular flight requires you not exceed a light load.
Quick formula: Max = 100*4^((Str-10)/10)*2^Size*(Orientation) Light = Max/3

Size: Medium = 0, Large = 1, Huge = 2, Gargantuan = 3, Colossal = 4
Orientation: Biped/Tall = 1, Quadruped/Long = 1.5
31
Creature Flight Cast Light Max Size Notes
Speed Spells Load Load
Bear, 3,672 11,040 Large With animal growth,

Legendary (20 this is the best
HD) carrier that can be
reasonably
teleported by
another caster
(Huge counts as 4
creatures)
Bear, Dire 11,184 33,552 Huge If your DM allows

Polar (18 HD) advanced forms, a
(Frostburn 17-HD dire bear has
p115) the same stats and
therefore is
available one level
earlier.
Garngrath 153,600 460,800 Colossal 6 legs but capable

(28 HD) (MM5 of standing on 4, so
p60) you can use this to
steal the Statue of
Liberty without
relying on a buddy
to strap it to your
back. Take that,
Carmen Sandiego!
Hill Giant Dire Yes 4,900 14,720 Large Nice, cheap carrier
Wereboar for teleportation by
(templated, others (Large
non-unique, counts as 2
19 HD) creatures)
Hound of the 90 ft 12,800 38,400 Screw reindeer

Hunt (20 HD) perfect
(MM5 p202)
Nightcrawler 76,800 230,400 Gargantuan If your DM allows

(25 HD, advanced forms, a
undead) 26-HD Nightcrawler
is Colossal size with
56 Strength and can
hit 22.6 million
pounds with bite of
the werebear and
aura of vitality! This
is the ideal choice
for absconding with
32
medium-size stone
monuments and
mid-size modern
navy capital ships.
Purple Worm 12,800 38,400 Gargantuan Probably the best

immediate-access
carrier in Core,
especially if you
don’t have animal
growth.
Roc (18 HD) 80 11,200 33,600 Gargantuan

average
Titan (20 HD) Yes 12,800 38,400 Huge
Change Shape
This is not redundant - Change Shape lets you keep your ability scores. So you can get all the
stats and abilities of a Solar but walk around still looking like yourself.
Angel, Planetar Su At will Any small or medium humanoid.
Angel, Solar Su At will Any small or medium humanoid.

(22 HD)
Angel, Movanic Su At will Any small or medium humanoid. Animals and

Deva (FF p56) plants will never attack you unless magically
compelled18.
Angel, Su At will Any small or medium humanoid. Immune19 to

Monadic Deva all death spells, magical death effects,
(FF p56) ability damage, ability drain, and energy
drain. Can breathe in any environment. Also
has Uncanny Dodge.
Canomorph, Su At will Any small, medium, or large humanoid.

Shadurakul (FF Comes with handy Shadow Blend and Bay
p27) abilities. Move action to change.
Demon, Su At will Any small or medium humanoid. Seduce

Succubus people and then energy-drain them to death.
Doppelganger Su At will Any small or medium humanoid. Also has

continuous detect thoughts. +4 racial bonus
18 Soothing Presence of Nature (Ex)

19 Deliverance from Death (Ex)
33
on Bluff and Disguise checks, plus another +4
against an opponent whose thoughts you’re
reading. Rakshasa has slightly better combat
stats, but you’re not using this for combat.
Malaugrym Su At will Any non-deity creature or object up to a

(Monsters of 200-ft cube. Your ability scores will be awful,
Faerun p64) and you have none of the immunities granted
from changing into certain types, but this is
your only rules-legal option for turning into
arbitrary objects.
When becoming an object, hardness probably

applies, since that’s a gross physical feature.
You could potentially make the case that get
hit points equal to those appropriate for the
substance and thickness, but there’s no rules
basis for it.
Note that, when taking the shape of a

creature with eyes, your eyes have a golden
glimmer that can be noticed with a DC 20
Spot check. (Strictly speaking, as written you
can be recognized from the glimmer even
when you take a form without eyes, but that’s
just silly.)
Mimic Ex At will Con Any object of similar size. Comes with

(17) optional adhesive coating, which
automatically holds creatures and holds
striking weapons whose wielders fail a Reflex
save. Disguise opposed by observer’s Spot
check, but the mimic has a +8 racial bonus.
Rakshasa Su At will Any humanoid (no size limitation). Also has

continuous detect thoughts. +4 racial bonus
-or- on Bluff and Disguise checks, plus another +4
against an opponent whose thoughts you’re
Rakshasa, reading.
Naztharune
(MMIII p137) Naztharune Rakshasa (non-Core) is strictly
better, granting the same abilities but with
better stats, Improved Evasion, Improved
Uncanny Dodge, and Hide in Plain Sight.
Titan (20 HD) Su At will Any small or medium humanoid. Fantastic

Strength and Constitution.
34
Charm Person
Beholder Su At will 13 Cha Eye ray - 150-ft range, free action. Will
negates.
Beholder Hive Su At will 20 Cha Eye ray - 240-ft range, free action. Will
Mother (20HD) negates.
(Lords of
Madness p136)
Naga, Spirit Su Gaze Cha 30-ft range. Will negates.
Satyr Su At will 10 Cha 60-foot radius, does not affect satyrs. Bring
Your Own Pipes. Will negates, successful
save protects against all effects from the
same set of pipes for 24 hours. Notably,
nothing says you can’t Bring 50 Sets Of Your
Own Pipes.
Charm Monster
Beholder Su At will 13 Cha Eye ray - 150-ft range, free action. Will
negates.
Beholder Hive Su At will 20 Cha Eye ray - 240-ft range, free action. Will
Mother (20HD) negates.
(Lords of
Madness p136)
Ha-Naga (20 Su Gaze HD Cha 90-ft range. Will negates.

HD) (epic)
Cheat Death
Ogre Mage Survive decapitation if head reattached within

10 minutes. Pair with foresight against foes
with vorpal weapons.
35
Quesar (BoXD Ex Fast healing 5, but only while within light at
p180) least as bright as daylight (not its own
Energy Halo). Heals even after quesar is
destroyed, although lost limbs are not
restored.
Shapechange specifies what happens to you

when you are killed, but not if you’re reduced
to 0 hp or less while in a construct or undead
form. Ask your DM if this means you stay in
shapechange until the effect wears off, which
would allow you to recover as long as you’re
in daylight.
Vasuthant Force a reroll of any die (including your own).

(undead) (MM3 See “Rerolls” for details.
p182)
Cheese
Aleax (unique Beyond Once Critical caveat: This is almost20 indisputably

stinky
template) per not a rules-legal form. Shapechange
(BoXD p158) form explicitly prohibits transforming into a unique
creature, and an Aleax is by definition unique
- a true Aleax is explicitly tailored to the
deity’s target and gets the specific target’s
mix of abilities (including class features) and
equipment. An Aleax is imbued with a
fragment of the deity’s consciousness, and if
the Aleax’s target kills it, the target inherently
consumes that spark, which is forever lost. A
specific fragment of a specific deity’s
consciousness is unique, and so you cannot
become an Aleax with shapechange.
Now that that’s over with, let’s talk about the

implications of becoming an Aleax with
shapechange.
This has cheese in a few different levels of

stinky depending on how it’s interpreted. It
should first be noted that, while not explicitly
20 You could make the argument that the same specific creature could immediately anger the same deity
again and therefore provoke the creation of another Aleax before gaining any new abilities or obtaining or
losing any possessions. In such an event, the second Aleax is an exact duplicate of the first one, so the
first one was never truly unique. It’s a ridiculous argument - but still an argument.
36
called out as such in the sourcebook, Aleax is
functionally a template. Under the ground
rules assumptions listed in the preamble
(which are, of course, merely a suggested
understanding between you and your DM),
you would therefore only ever turn into an
Aleax of yourself.
And yay verily, everything is balanced, and

shapechange has not been abused. Except
this time.
The signature ability you get from Aleax is

Singular Enemy. This ability makes you
completely invulnerable to all forms of
harm (possibly all forms of interaction in
general?) except from the base creature. In
essence, you are becoming invulnerable to
everything except your own friendly fire.
Suddenly everything is broken again. This
goes way beyond the questionable
interpretations of a Zodar’s invulnerability -
you are invincible, full-stop.
If you’re throwing the template guidelines out

the window, you could instead turn into an
Aleax of something you want to destroy. That
would actually be an almost fair use, since it’s
pretty close to an Aleax’s intended purpose.
In such a circumstance, it effectively becomes
you as a construct with your spellcasting
against their original form with their
spellcasting and spell-like abilities, and
nobody else can interfere on your target’s
behalf.
Alternatively, you can go one step further and

achieve True Cheese by turning into an Aleax
of a powerful creature you have absolutely no
intention of ever encountering.
Congratulations - for the duration of
shapechange, you are utterly immortal.
Finally, an Aleax is supposed to get a copy of

all of its targets possessions (including
consumables, which presumably do not
consume the originals when you consume the
copies). However, since the possessions
aren’t listed as an Ex or Su ability, you
technically don’t get them with shapechange.
37
You could argue that this is merely a quirk of
the way the creature is written, or that the
possessions are inherently gross physical
features of the form; both would probably be
true, but by this point we have stretched
shapechange so far beyond cheese that
there’s basically nothing left of the original
milk.
Chronotyryn Su Dual Actions. You gain a full second

(Fiend Folio, complement of actions - standard, move,
p33) swift, 5-foot step, and presumably one-per-
round free actions (including changing forms
with shapechange).
Needless to say, this utterly shatters the

action economy - but, because the
Chronotyryn’s physical stats, movement
modes, and natural weapons are nothing
special (by shapechange standards), it’s not
quite as powerful as it appears on the surface
- you won’t be making double full attacks in
this form. Really you’ll use it primarily to pump
out double your spellcasting (still amazing
and potentially game-smashing). If the
illustration in the book is considered canon, it
has humanoid hands for casting with somatic
components. It explicitly speaks and therefore
is good for verbal components. The (non-
touch) AC and spell resistance are quite
good, so you have solid defenses. This could
easily be your go-to form for spellcasting.
Note that it’s unclear how this works the

round you change to or from the form.
Personally, I would interpret it as any action
spent before changing is used up for both
before and after, regardless of whether you’re
changing to or from. Strictly speaking, that
means you can never use it to change forms
twice in one turn.
Demon, Ex None Two-Tongued. Automatically quicken and/or

Carnevus maximize any spell you cast.
(Expedition to
the Demonweb This ability is a train wreck. As written, the
Pits p198) base monster derives no benefit from it. The
Carnevus has spell-like abilities, not spells.
Because it has only spell-like abilities, the fluff
text attributing the auto-quicken and auto-
38
maximize is irrelevant (no verbal components
to speed up). Because it gets only three uses
of its spell-like abilities per day, the quicken
portion is only relevant to the base monster
once per day anyway.
The very obscure sourcebook for this is

actually an adventure module, and it clearly
wasn’t edited by someone with a thorough
grasp on monster abilities. Since the ability is
useless to the base creature but amazing for
a caster in shapechange, it is hereby
condemned to an eternity of mold growth in
the 9th Circle of Cheese.
Dwarf, Midgard Ex None Master Smith: Gain Craft Magic Arms and
(Frostburn Armor, Craft Wondrous Item, and Forge Ring
p124) as bonus feats and the ability to craft any item
in those categories without needing the other
prerequisites, including spells, skills,
alignment, and possession of other pieces for
set items.
As cheese goes, this really isn’t all that bad -

you’re bypassing all restrictions on crafting
permanent magic items (and plenty of non-
permanent ones), but you still have to pay for
them in time, gold, and XP. If you use this to
justify doubling your character’s Wealth By
Level before the start of a game, it is
indisputably cheesy. If you’re in an existing,
long-running game with some downtime, it’s
really not that bad.
Ethereal Su At will Mind Wipe. Remove a subject’s memory of

Doppelganger your existence with a melee touch attack. No
(20 HD) (MM2 save.
p94)
If you interpret this as only affecting
memories of you while in Ethereal
Doppelganger form, it’s not cheese. However,
it would not be wholly unreasonable to
interpret this as pertaining to all memory of
your existence, period.
Gibbering Orb Stinky None 27 Cha If you thought beholders were cheesy, wait
(27 HD) (epic) until you smell the gibbering orb.
The gibbering orb can fire 24 eye rays each

round as a standard (not full) attack. Range
39
150 feet, no more than 5 eyes per target.
Each ray can hit only one target. Each ray
duplicates one of the following spells, orb’s
choice: cone of cold, disintegrate, dominate
monster, energy drain, feeblemind, finger
of death, flesh to stone, greater dispel
magic, harm, hold monster, horrid wilting,
implosion, inflict critical wounds, lightning
bolt, magic missile, mage’s disjunction,
irresistible dance, baleful polymorph,
power word blind, power word kill, power
word stun, prismatic spray, slay living, and
temporal stasis
When that’s done, it can make up to 12 bites

as part of the same action. No more than 4
bites against any one target.
If it hits with a bite attack, the orb can

immediately Swallow Whole creatures up to
Huge size. Swallowed creatures take 4d8
points of bludgeoning damage per round from
the constricting stomach, plus 3d10 points of
acid per round on top of that. Escaping
requires dealing at least 20 damage in a
single blow (DR 10/epic applies) with a light
slashing weapon or claw.
The orb absorbs the prepared spells,

known spells, and spell-like abilities of
any creature it has successfully eaten
(creatures swallowed whole are considered
successfully eaten when they die). It can use
any 2 stolen spells per round as a free
action (uses eye ray attacks). Stolen spells
are lost after 24 hours. This is part of Swallow
Whole, which is an extraordinary special
attack, so you absolutely get these with
shapechange.
Oh, and everything within 60 feet has to make

a Will save (Int-based? fixed DC 40?) each
round against insanity from the gibbering.
Malaugrym Su At will 20 Yo dawg, we heard you like shapechange, so

(Monsters of we put shapechange inside your
Faerun p64) shapechange.
Hold onto your hats, folks - things are about

to get crazy.
40
Alternate Form: “Assume the form of any
creature less than deity status or a single
object, as the shapechange spell cast by a
20th-level sorcerer.”
If that sounds different than the shapechange

spell we’re using, it’s because it refers to 3rd
Edition’s shapechange, not 3.5’s21. Any
creature, unique or not, with no restrictions
except that you can’t become a literal deity
and can’t exceed 200 feet in your largest
dimension. Template? No problem.
Templates, plural? Bring it. Multiple unique
templates stacked on top of an inherently
unique creature? Sure, why not.
Added bonus: As a supernatural ability, this

can’t be dispelled.
Excuse me while I go shapechange into a

gelatinous cube with a 1-acre footprint22. If
you need me, I’ll be sitting on that house
across the street.
In all seriousness, this does bring one thing to

the table that you can legitimately claim as
non-cheese: The ability to transform into an
object of any size up to a 200-ft cube. Mimic
limits you to things roughly the size of a
dresser, so this is a big step up. It’s not really
all that useful - just cool.
I would be remiss if I did not mention that the

3.5 update to Monsters of Faerun replaces
this ability with generic Change Shape, which
lets you look like the new form but not
actually get anything beyond its gross
physical features and maybe some mundane
clothing if you’re being generous. But you
have to go out of your way to find that update,
and you’d have no way of knowing you were
supposed to if you didn’t go out of your way to
look. On the bright side, it gives us an
indisputable non-cheese way to look like
whatever the heck we want, including
21 Yes, we really are using the post-nerf version.

22 I lie. The best we can manage is a 0.918-acre footprint. But nobody is going to quibble over it with 120
million pounds of digestive Jell-O.
41
assuming the shape of inanimate objects of
any size up to to a 200-ft cube.
Nagahydra (18 If Chronotyryn is cheese, this is fondue. Cast

HD) (SK p77) 5 spells per round - one for each head.
It’s debatable whether you really get this
ability, because it’s listed under Spells, which
you don’t get. However, the format of the
listing - by which I mean burying it in
descriptive text - is the same as that of the
regular hydra’s ability to attack with all heads
as a standard action, so you can make a case
for it.
If you do (ab)use this for the multi-casting, be

sure you save a spell for getting yourself out
of danger before your turn ends. The
defenses are quite bad by shapechange
standards, and Fast Healing 15 isn’t going to
cut it against anything competent. Teleport,
time stop to change form again, or something
else along those lines should do the trick.
Protean Su Turn yourself into an army. Not a one-man

Scourge (MM3 army - plenty of other forms do that - but an
p126) army army. A clone army, to be specific.
When a protean scourge is damaged - even

for a single point - it splits into two copies of
itself. Unlike an ooze, each half is identical to
the original creature and has the hit points the
original had remaining after taking damage.
They have all the same abilities as the
original - including Split.
So get out your silver pocket knife23 and stick

yourself a little. Now there are two of you.
Stick yourselves again. Now there are four. I
have read the text of Split 4 times over and
cannot find anything saying the split isn’t
recursive - I would have assumed it wasn’t,
but it very specifically says that each copy
has all the abilities of a single protean
scourge. And because each copy keeps the
original’s hit points, you aren’t limited to
log2(hp) copies like oozes are. You can even
heal the damage and keep on splitting.
23 Protean Scourges have DR 10/silver. Of course, if your DM says equipment doesn’t split with you,
you’ll have to share - or you could just scratch yourselves with claws just barely hard enough to draw
blood.
42
Now by this point you might be wondering
why the world isn’t full of an infinite number of
protean scourges, and that’s a very valid
question. The reason is a single downside: All
copies of an original protean scourge draw
from the same spellcasting pool. Same spells
known, same slots. One one casts a spell,
that spell is used for all of them. Since
protean scourges are innate spellcasters (and
no, you don’t get their spellcasting - it’s not Ex
or Su), that becomes a significant limitation
for them. But it also means that, while split,
protean scourges absolutely shatter the
action economy. Forget casting 2 or 5 or 6
spells per round - with this form, you can fire
every spell slot you have simultaneously. Or,
if you have any at-will spell-like abilities, use
them 10^500+ times per round.
If that wasn’t enough, protean scourges can

also Change Shape into any medium
humanoid, so you can look like whomever
you want to while doing this. However (and
this is why it’s a clone army), split protean
scourges cannot change shape, so you’re
stuck with what you started with. This is
probably another reason there aren’t infinite
protean scourges in the world.
There are some logistical details to work out

with your DM in advance:
● The copies are not a hive mind - each
has the original’s memories and
personality but also its ego and
agency. It would be entirely
reasonable for the DM to say that you
have to limit the copies’ cooperation
with each other to the limits within
which your character would cooperate
with a clone of itself. If your character
is stubborn and argumentative, try to
roleplay disagreements between
yourselves appropriately - including
having different and conflicting ideas.
● Which copy gets your clothing and

equipment? The ability text says
nothing about duplicating equipment.
Does all of it fall on the floor, or does
43
one of you end up keeping it? Do your
clothes split down the middle along
with yourself?
● What happens if you try to change

form with shapechange after splitting?
Do you automatically and
instantaneously recombine into a
single creature first? If so, where? Or
are you all forcibly drawn back
together and recombined over a
period of log2(copies) minutes? Or
does the line “neither half of the
protean can change shape as long as
the creature remains split” (which is in
the Split text, not the Change Shape
text) apply to shapechange as well? I
would argue the latter makes the most
sense.
● What happens if shapechange runs

out or is dispelled on one or more of
you while you’re split?
Recombining a pair of copies takes 1 minute,

during which those copies are helpless.
However, killing one of the copies doesn’t kill
the other, so you can get your spell pool back
to yourself that way. Of course you’ll (a) have
to do it through something other than hit point
damage and (b) have to argue amongst
yourself as to which of you commits suicide
for the greater good of the collective.
Rakshasa, Su 3+Cha 20 Cha Divine Metamagic Cheese! No Nightstick

Ak’chazar per day abuse required.
(MM3 p134)
The Ak’chazar gets Rebuke Undead as a
20th-level cleric. Use this to power a single
free Persistent spell every day. Note that this
does require you to invest feats in both
Persistent Spell and Divine Metamagic
(Persistent Spell). A single spell persisted in
this manner will eat 7 rebuke usages, so you
need to be able to scrape together at least 18
Charisma to pull this off - and if I was your
DM, I’d be requiring that you be able to
maintain that score continuously (anything
that lasts as long as shapechange should
count as continuous for this purpose).
44
Reason Stealer Su At will Devour Mind. This requires some setup, but it
(MM2 p178) basically lets you steal the best attributes
(BAB, base saves, ability scores, skill
ranks, and feats) of every creature you can
render helpless in a 24-hour period. And
also steal any prepared arcane spells.
One could make the slightly dubious

argument that the stealing of mental ability
scores, base saves, skill ranks, feats, and
prepared arcane spells carry over into other
shapechange forms because (1)
shapechange doesn’t change your mind, and
(2) shapechange doesn’t affect any of those
things (not quite redundant as base fort and
base reflex are not mental traits).
So now all you have to do is find, render

helpless (because good luck striking a killing
blow otherwise), and murder the creature with
the highest Charisma you can find. For 24
hours, you will be a god among shapechange
users because can nab a massive increase to
your Charisma score, giving you boost of half
that much to save DCs for all the best abilities
shapechange can offer you.
Flip through the Epic Monster Index to find

some solid candidates with Charisma in the
30s (Ha-Naga - which may itself have
shapechange) and 40s (leShay). Keep in
mind that most of these are extremely rare,
and you will actually need to be able to defeat
them without killing them.
If you take the interpretation that the

devoured attributes only apply when in
Reason Stealer form, this is far less potent.
Get some extra arcane spells and new tricks
for a day, but nothing more earth-shattering
than what the creature you killed could
already do.
Sarrukh Su Become a late-blooming Pun-Pun.

(Serpent
Kingdoms p80)
Siabrie (web) Su 1/hr Cha Sonorous Voice. Intelligent creatures within a

range of 1 mile per minute of concentration
45
(starting immediately - it grows every minute)
must make a Will save each round. Each
failed save escalates fear by one category,
starting with Shaken on the first failure and
ending with Unconscious on the fourth
instead of Cowering.
The condition last as long as the Siabrie

continues concentrating, plus 1d10 rounds.
Notably, the ability doesn’t specify that
moving out of range (which would require
traveling 528 feet per round directly away
from the Siabrie anyway) ends the effect, but
it probably should.
There also is theoretically no limit on how

large this can get except for the duration of
your shapechange spell - which means you
can cover a 170-mile radius minimum if
you’re willing to keep it up long enough.
Doing so without question crosses the
Cheese boundary.
Sibriex (FC1 Su 3/day Instant Graft. Attach a fiendish graft without

p52) paying the requisite costs in gold or XP.
Any time you bypass the game’s balancing
mechanisms - such as major XP and gp cost
for crafting or casting certain spells - you are
no longer playing D&D, you’re trying to win
D&D.
Note that you can attached grafts to unwilling

targets if they are Helpless. This use could
potentially be considered not-Cheese if you’re
using it merely to ostracize an enemy as
punishment. However, fiendish grafts can
compel non-evil creatures to commit evil acts,
so granting them is unambiguously an evil act
even if you aren’t using them to destroy the
game’s balance.
The 3 most expensive of these grafts are

120k gp, 120k gp, and 55k gp.
Strength of the Spell This isn’t a form you can take with
True Form shapechange. It’s a 1st-level spell, and one
[Persisted] you can only cast when in a form not your
(DoE p15) own. It’s an immediate action cast, lasts 1
round, and for the duration grants you the
better of your current and original form’s
46
physical ability scores, natural armor bonus,
and damage reduction regardless of what
skin you wear. It’s intended for use by
dragons, allowing them to keep their
impressive attributes while pretending to be
something considerably less impressive.
Used by a PC race, it’s quite limited -
ironically, your best use is likely to keep your
original Dex score when you change into a
dragon (which always has Dex 10).
However, if cast with Persist Spell

metamagic, there's an interesting little quirk of
the way the spell is written. You don't actually
compare the ability scores, damage
reduction, and natural armor every time you
make a calculation involving them - you do it
once, when you first cast the spell, and use
the better values until the (now 24-hour)
duration expires. So you turn into a Ha-Naga,
Gloom, or Pit Fiend, cast Persisted strength
of the true form, and then enjoy AC 40 and
high-20s and up for all of your ability scores
(including Con for shapechange ability save
DCs!) for the next 24 hours regardless of
what form you use. Notably, it doesn't say
anything about when the change of form
expires - after all, it normally only lasts one
round - so you still use those ability scores
even in your normal form until your 24 hours
are up.
Zodar (Fiend Su, 1/year HD Cast wish for free once per year. As a
Folio p199) Ex Supernatural ability, this technically has no
XP costs even if you use it for something that
would normally cost extra XP when casting
wish yourself.
Note that the flavor text says that a Zodar’s

wish is generally subtle. You could potentially
call this Not Cheese if you only use it as
intended and don’t try to badger your DM into
using it more than once per year by turning
into different Zodars.
Additionally, if your DM rules that

Invulnerability covers all hostile effects and
not just damage, it’s impervious to nearly all
forms of harm while still able to receive
beneficial magic effects other than HP
47
healing. Don’t hold your breath.
Cold Immunity
Cruel and Unusual Punishment

Note: It would be an entirely reasonable interpretation to assert that eggs implanted in enemies
disappear when you change form. However, separated limbs don’t revert when you die, so
either way seems plausible.
Aboleth Ex Con Creature hit by tentacle must make a Fort

(20) save or die a slow, horrible death. Skin turns
clear and slimy over the next 1d4+1 minutes,
after which the takes 1d12 damage per 10
minutes if not moistened with fresh water.
Remove disease reverses the effect if cast
before the transformation completes, but
afterward only heal can reverse the affliction.
Chaos Beast Su Con Corporeal instability on successful melee

(13) attack. Target is totally screwed and
eventually turns into a chaos beast.
Devourer Su Cha Trap essence. Special attack roll (touch

(undead) attack?), Fort save or target dies instantly
and becomes trapped in the devourer’s rib
cage and used to absorb certain hostile spells
and fuel spell-like abilities. Trapped creature
cannot be raised or resurrected but can be
freed with limited wish, wish, or miracle.
Ask your DM if you can get the devourer’s

SLAs due to them being powered by a
supernatural ability. Every 5 SLA uses impart
one negative level on the trapped essence,
which is destroyed as normal when it
accumulates negative levels equal to its HD.
A freed essence must make Fort saves to
avoid the negative levels becoming
permanent, and the original creature is still
dead.
Molydeus (FC1 Su Con A creature reduced to 0 Constitution by the

p46) (30) Con-draining poison immediately
48
transforms into a mane. Restoration
possible only with wish or miracle.
Mummy Su Cha Mummy rot. 1d6 Con and 1d6 Cha,

incubation time 1 minute. Creatures that die
of mummy rot “shrivel away into sand and
dust and blow away into nothing at the first
wind”. Conjuration (Healing) spells are
ineffective unless the caster passes a DC 20
caster level check. Cannot be cured without
first receiving remove curse or break
enchantment, either of which requires a DC
20 caster level check but allows healing
normally thereafter if the check is made.
Shrieking Su 10 per Con Kiss. Only affects paralyzed creatures, but

Terror, 5- 2 rds (15) you can easily paralyze a ton of them with the
Headed (MM3 (see +4 Shriek (see “Incapacitate, Paralysis” for
p154) text) details). If you succeed on a melee touch
- or - attack with one of your heads, your opponent
- or - must succeed on a Fort save or begin a
Con terrible transformation into a vargouille
Shrieking (19) over a period of 4d6 hours.
Terror, 10- +4
Headed (20 The transformation is pretty spectacular:
HD) (MM3 “First, over a period of 1d6 hours, all the victim’s hair
p155) falls out. Within another 1d6 hours thereafter, the ears
grow into leathery wings, tentacles sprout on the chin
and scalp, and the teeth become long, pointed fangs.
During the next 1d6 hours, the victim takes 1 point of
Intelligence drain and 1 point of Charisma drain per
hour (to a minimum score of 3 in each ability). The
transformation is complete 1d6 hours later, when the
head breaks free of the body (which promptly dies) and
becomes a vargouille. This [last] transformation is
interrupted by sunlight, and even a daylight spell can
delay death, but to reverse the transformation requires
a remove disease spell or similar effect.”
If you want to affect only one target, the

melee touch attack and Fort save are all but
formalities - you can make one attempt per
round per head, which means 10 melee touch
attacks and 10 Fort saves. Your Strength
score is poor (5-headed) or mediocre (10-
headed), but you get 10 tries. Your Con score
is also fairly weak, but the +4 racial bonus on
the save DC helps a lot. You have 10 tries
per round and 2d4 rounds, divided up
amongst the total number of creatures you
want to effect.
49
Did I mention the save DC on the 10-headed
terror’s shriek is insanely high and affects a
60-ft radius? The only real downsides are that
it targets Fort and takes a full-round action to
activate.
Slaad, Red Ex Con Implant egg with claw attack. Fort negates
(17) implantation. After 1 week, egg hatches and
eats its way out, killing the subject. Subject
becomes violently ill 24 hours before
hatching. Remove disease or DC 25 Heal
check removes the egg, but the latter deals
1d4 points of damage regardless of success.
Egg hatches into blue slaad except if subject
is an arcane spellcaster, in which case it
instead hatches into a green slaad.
Spawn of Kyuss Su 1/rd Implant an opponent with a burrowing,

(undead) (MM2 intelligence-devouring worm to kill it horribly
p186) and destroy the body (Tiny or smaller), turn it
into a Spawn of Kyuss (Small to Large), or
turn it into a zombie (Huge or larger). The
opponent gets no save and need not be
helpless, but there’s a 1-round delay during
which it can try to kill the worm before it
burrows in.
Once the worm starts burrowing, it deals 1

point of damage per round for 1d4+1 rounds,
after which it starts dealing 1d2 points of Int
damage instead. Death occurs when Int is
reduced to 0, and the transformation takes
effect 1d6+4 rounds later.
Remove curse, remove disease, or a DC 20

Heal check kills the worm if applied before the
transformation. Dispel evil and neutralize
poison delay the worm’s progress for 10d6
minutes. Creatures with a natural armor
bonus of +5 or higher are immune -
apparently the worm isn’t smart enough to go
for the ears or nostrils.
Spider Eater Ex Implant eggs into paralyzed creature. Young

emerge around 6 weeks later, completely
devouring the subject from the inside.
Vargouille Su Con Kiss a paralyzed creature to put it through all

(12) sorts of hell for 4d6 hours as it slowly turns
into a vargouille. Fort netgates.
50
Xill Ex Standard action to lay eggs inside a
paralyzed creature. After 90 days, the young
devour the host from the inside. Remove
disease or a DC 25 Heal check eliminates the
egg, but the latter deals 1d4 points of damage
to the subject regardless of whether it’s
successful.
Cuteness / Badassery
Psion Killer Badass.

(psionic)
Shocker Lizard Adorable.
Damage, Acid
Dragon, Black Su 1 per Con Breath weapon. Line, 20 feet per size
1d4 (17-21) category. 2d4 damage per age category, max
rds 16d4 for old (25 HD). Ref half.
Dragon, Bronze Su 1 per Con Breath weapon. Line, 20 feet per size
rds 16d6 for old (26 HD). Ref half.
Dragon, Green Su 1 per Con Breath weapon. Cone, 10 feet per size
1d4 (19-23) category, max 50 feet for huge. 2d6 damage
rds per age category, max 16d6 for old (26 HD).
Ref half.
Neothelid (25 Su 1 per Con Breath weapon. 50-ft cone, 14d10. Ref half.
HD) (psionic) 1d4 (27)
rds
Voidmind Su 1/day HD Con Expel a Cone of Slime from your head! 30-ft
(yours+4)
Creature cone, 1d6 per HD. Reflex half. Anything
(template) damaged takes a -2 penalty to Will saves and
(MM3 p188) is stunned for 1d4+1 rounds (Fort negates the
stun only).
51
Damage, Cold
Beholderkin Su At will 14 Eye ray. As polar ray spell (14d6). Free

Overseer (LoM action, 180-ft range.
p139)
Cryohydra, 12- Su 1 per Con 36d6 in 12 blasts of 3d6 each. Each blast is
headed 1d4 (20) 10 feet wide, 10 feet high, and 20 feet long.
rds Ref half for each head, apply energy
resistance separately.
Dragon, Silver Su 1 per Con Breath weapon. Cone, 10 feet per size
1d4 (17-21) category, max 50 feet for huge. 2d8 damage
rds per age category, max 14d8 for mature adult
(25 HD). Ref half.
Frost Worm Su 1 per Con Breath weapon. 30-ft cone, 12d6, Ref half.
hour (20) Opponents held motionless by the worm’s trill
get no save.
Linnorm, Su 1 per Con Double breath weapon (both heads). 24d6

Dread (20 HD) 1d4 (31) total! 70-foot cone or 140-foot line. 12d6
(MM2 p142) rds fire or 12d6 cold. Mix and match energy
type and shape as desired. May choose to
breathe with only one head (but the delay is
the same regardless). Ref half separately,
and apply resistance to each separately.
Damage, Electricity
Beholderkin Su At will HD Cha Eye ray. Chain lightning as the spell (1d6
Overseer (LoM per HD primary, half to HD secondaries).
p139) Free action, 180-ft range. Must hit primary
target with ranged touch.
Dragon, Blue Su 1 per Con Breath weapon. Line, 20 feet per size
rds 14d8 for mature adult (24 HD). Ref half.
Shredstorm Su 1 per HD Cha As lightning bolt, except no spell resistance.

(MM3 p153) 2d6 120-ft line, 1d6 per HD.
hours
Storm Su 1/min Con Thunder and Lightning. 120-foot line of

Elemental (22) lightning and 60-foot burst of thunder deal
52
(MM3 p48) electricity and sonic damage respectively.
Reflex half for lightning, Fort half for
thunder.
● Huge (16 HD): 16d6 electricity, 8d6

sonic
● Greater (21 HD): 21d6 electricity,
10d6 sonic
● Elder (24 HD): 24d6 electricity, 12d6
sonic
Storm Su 1/rd Con Shock. Free action, one living target, 10-ft
Elemental (22) range. Fort half.
(MM3 p48)
● Huge (16 HD): 8d4 electricity
● Greater (21 HD): 10d4 electricity
● Elder (24 HD): 12d4 electricity
Damage, Fire
Dragon, Gold or Su 1 per Con Breath weapon. Cone, 10 feet per size
Red 1d4 (19-23) category, max 50 feet for huge. 2d10
rds damage per age category, max 14d10 for
mature adult (25 or 26 HD). Ref half.
Hellfire Wyrm Su 1 per Con Breath weapon. 50-ft cone of infernal flame.
(23 HD) (MM2 1d4 (27) 14d10 damage, half irresistible. Ref half.
p125) rds
Creatures within 5 feet also take 5d4 points of
regular fire damage per round with no save
allowed. (This can be suppressed as a free
action.)
Linnorm, Su 1 per Con Double breath weapon (both heads). 24d6

Dread (20 HD) 1d4 (31) total! 70-foot cone or 140-foot line. 12d6
(MM2 p142) rds fire or 12d6 cold. Mix and match energy
type and shape as desired. May choose to
breathe with only one head (but the delay is
the same regardless). Ref half separately,
and apply resistance to each separately.
Pyrohydra, 12- Su 1 per Con 36d6 in 12 blasts of 3d6 each. Each blast is
headed 1d4 (20) 10 feet wide, 10 feet high, and 20 feet long.
rds Ref half for each head; apply energy
resistance separately.
53
Damage, Force
Ethereal Su 1 per Con Breath weapon. 50-foot cone, 16d6 damage.

Dragon, Old (25 1d4 (21) Ref half.
HD) rds
(Draconomicon
p 179)
Dragon, Su 1 per Con Breath weapon. 80- (<18 HD) or 100-foot

Amethyst (MM2 1d4 (17-23) line. 2d8 damage per age category, max
p79) rds 16d8 for old (27 HD). Ref half. May choose
lethal or non-lethal damage!
Force Dragon, Ex 1 per Con Breath weapon. 50-foot cone, 10d12

Very Young (25 1d4 (23) damage. Ref half.
HD) (epic) rds
Force Dragon, Ex 1 per Con Breath weapon. 50-foot cone, 5d12 damage.
Wyrmling (20 1d4 (21) Ref half.
HD) (epic) rds
Radiant Dragon Su 1 per Con Breath weapon. Line-shaped.

(17-23)
(Draconomicon 1d4 ● Young: 6d10, 80 feet
p185) rds ● Juvenile (18 HD): 8d10, 80 feet
● Young adult (21 HD): 10d10, 100 feet
● Adult (24 HD): 12d10, 100 feet
● Mature adult (27 HD): 14d10, 100 feet
Damage, Melee
“Attack” column is the average attack roll bonus you add to your own BAB and buffs.
Entries with a bold A in this column are eligible for animal buffs, which can add up to
+18 to attack rolls. Most animal buffs are druid-only, but they are all touch range or
better.
Iterable attacks are calculated as the average of 3 attacks and thus reflect a -5 penalty
relative to best attack. Your results will vary based on your BAB.
“Damage” column is the average damage assuming every attack hits.
Iterable attacks are calculated as 3 hits. Sneak attack is included when available.
“Attack Routine / Notes” has the full list of attacks, including reach (if noteworthy) and extra
effects for each, for which you add your BAB and buffs and plug in your Strength
modifier. Default strength is listed in subscript. Any other relevant special abilities and
highlights are also listed here.
Note: Please see the entry about natural weapons under “What Shapechange Does and Does
Not Do” for an important note about feats that directly modify physical properties.
54
Creature Attack Damage Attack Routine / Notes
Blue Whale +9A 52 Tail slap +9 (8d6+241½Str, daze)

(Pathfinder)
Colossal size. Fort save vs. daze on hit (Str-
based).
Someday I hope to have the opportunity to

use this for a coup de grace. SPLAT!
Demon, Jarilith 2 claws +12 (2d6+12Str|18-20|x3)

(MM2 p61)
+11 79 Bite +9 (2d8+6½Str|18-20|x3, grab)
2 rakes +11 (2d6+6½Str|18-20|x3)
Pounce - make a full attack on a charge.

Large size. Improved grab, good DR,
telepathy 100 ft, 60-ft land speed.
Devil, Pit Fiend 2 claws +12 (2d8+13Str)

(18 HD)
+11 140 2 wings +10 (2d6+6½Str)
Bite +9 (4d6+6½Str, poison, disease)
Tail slap +10 (2d6+6½Str, grab)
Constrict (2d8+262*Str)
Large size. Regeneration, superb AC,

superb DR, good SR, fire and poison
immunity, telepathy, perfect darkvision,
nice fear aura, death poison
Verbal and somatic spell components.
Geriviar (26 +9 8 slams +10 (3d6+11Str)

HD) (MM3 p52) 208 Bite +4 (2d8+5½Str)
Huge size. Regeneration, good land speed,

nice immunities, ignore half of hardness when
attacking objects. Ranged grenade attack.
Gloom (25 HD) Weapon +18 iterable (Weapon base + 11Str +

(epic) +13 200 13d6 sneak attack)
Medium size. Blindsight 60 ft., good DR,

fantastic AC, fantastic SR.
Attack bonus assumes use of a light

weapon.
55
Hound of the 67 Bite +17 (2d6 + 451½Str + 10d6 skirmish + 20
Hunt (20 HD)
(MM5 p202)
+17 in moonlight, dimensional anchor, 10 ft)
-or-
Large size. Freedom of movement, perfect
90-ft flight, great AC, good DR, nice
87 immunities
+4
Kraken (20 HD) 2 tentacles +8 (2d8+12Str|19-20, grab, 60 ft)
119 6 arms +3 (1d6+6½Str, grab, 30 ft)
Bite +3 (4d6+6½Str)
Gargantuan size.
Grapple mod and reach aside, Giant Squid is

better.
Linnorm, Dread +6 2 bites +7 (4d8+15Str, energy drain)

(20 HD) (MM2 126 2 claws +5 (4d6+7½Str)
p142) Tail slap +5 (4d6+221½Str)
Colossal size. Blindsight 120 ft., immune

to enchantment, good AC, 90-ft good
flight, fantastic SR.
Verbal spell components but not somatic.
Night Twist 55 3 slams +13 (2d8+14Str, 20 feet)

(MM3 p110) +13
Large size. Cha to saves and AC
(deflection), good AC, plant immunities.
Night Twist, 6 slams +15 (4d6+17Str, 25 feet)

Ancient (25 +15 186
HD) (MM3 Huge size. Cha to saves and AC
p111) (deflection), fantastic AC, plant immunities.
Most potent melee damage form available
without animal buffs.
Squid, +8A 10 tentacles +8 (1d8+12Str, grab, 40 feet)

Colossal (19
HD)
184 Bite +3 (2d8+6½Str, 20 feet)
Improved Grab.
Gargantuan size. Animal buffs make this

the most potent melee damage form
available.
56
This is a hit-dice-advanced Giant Squid.
Squid, Giant +6A 10 tentacles +6 (1d6+8Str, grab, 30 feet)

128 Bite +1 (2d8+4½Str, 15 feet)
Improved Grab.
Huge size. Eligible for animal buffs.
Tiger, +7A 2 claws +8 (2d6+10Str, grab)

Advanced Huge
83 Bite +3 (3d6+5½Str, grab)
2 rakes* +8 (2d6+5½Str, grab)

Improved Grab.
Huge size. Eligible for animal buffs.
*Rake attacks available only while grappling

or as part of any Pounce attack.
Tiger, Dire +7A 56 2 claws +8 (2d4+8Str)

Bite +2 (2d6+4½Str, grab)
- or - - or - 2 rakes* +8 (2d4+4½Str)
- or -
Tiger, +9A - or -
Legendary 74
(epic) (26 HD) 2 claws +10 (2d6+13Str)
Bite +5 (2d8+6½Str, grab)
2 rakes* +10 (2d6+6½Str)

Improved Grab. Claws should probably
trigger it based on a regular tiger but do not
do so as written.
Large size. Eligible for animal buffs.
Note that, aside from a small difference in AC

(which is too low to be significant on either),
an advanced huge tiger is strictly better than
a dire tiger.
*Rake attacks available only while grappling

or as part of any Pounce attack.
57
Damage, Non-lethal
You can always use a weapon - including a natural weapon - do deal non-lethal damage by
taking a -4 penalty on your attack roll. In most cases, taking this penalty while using a potent
melee damage form is your best bet for non-lethal damage against a small number of targets.
Use the options below when you need to inflict non-lethal damage over an area or can’t beat a
target’s regular AC.
Note also that you’re generally much better off wholly incapacitating your enemies than dealing
non-lethal damage.
Dragon, Su 1 per Con Breath weapon. 80- (<18 HD) or 100-foot

Amethyst (MM2 1d4 (17-23) line. 2d8 force damage per age category,
p79) rds max 16d8 for Old (27 HD). Ref half. May
choose lethal or non-lethal damage!
Stonesinger Su 1 per Cha, Shattering Shriek. Make a Perform (Sing)

(MM3 p168) 5 rds Con check against your target’s touch AC. If you
(18) hit, your victim takes 12d6 points of non-lethal
damage. If it fails a Fort save (DC based on
mediocre Con), it is also stunned for 1d6
rounds. 60-ft range.
Damage, Sonic
Emerald Su 1 per Con Breath weapon. Cone, 10 feet per size

Dragon (MM2 1d4 (17-21) category, max 50 feet for huge. 2d6 damage
p82) rds per age category, max 16d6 for Old (26 HD).
Ref half. Will save or panicked for 1d4
rounds.
Garngrath (28 Ex At will Con Devastating Roar: 20d6 in a 60-foot-radius

HD) (MMV p60) (32) spread. Reflex half, full-round action.
In addition, this roar levels all terrain adjacent
to the garngrath, reducing it to light rubble.
Storm Su 1/min Con Thunder and Lightning. 120-foot line of

Elemental (22) lightning and 60-foot burst of thunder deal
(MM3 p48) electricity and sonic damage respectively.
Reflex half for lightning, Fort half for
thunder.
● Huge (16 HD): 16d6 electricity, 8d6

sonic
● Greater (21 HD): 21d6 electricity,
10d6 sonic
58
● Elder (24 HD): 24d6 electricity, 12d6
sonic
Damage, Untyped
Archon, Su Gaze Cha 30-ft range. Neutral (morality) creatures erupt

Throne (BoXD in blisters and boils and take 10 points of
p162) damage. Evil creatures experience a
psychosomatic meltdown and take 20 points
of damage. Will negates. Continues each
round until target makes a successful save.
Target can subsequently be affected again.
Demon, Jovoc Su None Con Aura of Retribution. Any damage you take
(MM2 p58) (16) also strikes every creature in a 30-ft radius
spread around you. Fort half. Damage is
untyped and not subject to damage reduction
or resistance or immunities regardless of the
original type of damage that you took. Does
not affect demons.
This is potent but risky. If you’re confident

enough that you’ll be healed quickly,
voluntarily failing a save against a harm spell
from an ally will let you dish out a truly nasty
amount of damage while being guaranteed
not to kill you outright, although you’ll want to
get some healing ASAP. Unfortunately, the
save DC is poor - it’s a shame this is based
on Con rather than Cha.
Dragon, Crystal Su 1 per Con Breath weapon blinds for 1d4 rounds and
(MM2 p81) 1d4 (19-23) inflicts 2d6 damage per age category (max
rds 16d6 for Old) from the blinding light. 40- (<20
HD) or 50-ft cone. Reflex negates the
blindness and halves the damage.
Dragon, Topaz Su 1 per Con Breath weapon. Cone, 10 feet per size
(MM2 p85) 1d4 (17-23) category, max 50 feet for huge. 2d8
rds dehydration damage per age category, max
16d8 for Old (28 HD). Ref half. Also
evaporates 1 cubic foot of water or aqueous
fluid per point of damage dealt.
Steelwing (MM5 Ex 1 per Con Hail of Razorfeathers. 60-ft cone, 1d6

p168) 1d4 (25) slashing damage per HD. Reflex negates.
59
rds
-or- -or- It’s a shame this isn’t Reflex half, but it’s still
rather stylish. And, as an Ex ability, you can
Steelwing, Con shoot it into an antimagic field.
advanced (29)
gargantuan (19
HD) (MM5
p168)
Damage Reduction
See “Defense, Physical”
Daylight
Half-Celestial Su At will HD
(template, LA
+4)
Prismatic Su Always
Golem (MM3 active
p71)
Quesar (BoXD Su At will Strictly speaking, the Quesar’s ability list

p180) doesn’t specify the ability to create light
between “bright” and “blinding,” but it’s not
much of a stretch to allow for toning the
blinding light down a notch. The “bright” light
can’t be turned off, so this is not a good form
for hiding.
Sunwyrm (FF Su Always 240-ft radius of blinding bright light.

p164) active
Death
Archon, Sword Su 3/day Str Discorporating Dive (flying charge). Fly

(BoXD p160) on (25), through opponent armblades-first. Fort save
charge Con or opponent is utterly destroyed and his soul
attack (14) bound to a prison in the celestial planes.
33/18
60
for Having to score a melee attack and being
Huge
(22 HD) subject to a Fort save based on low Con
makes for a rather unhappy combination, but
it’s pretty badass if you can pull it off.
Banshee Su 3/day Cha Wail. Kill 18 living creatures in 60-ft cone or

(undead) (26 a 30-ft spread centered on you. Fort
HD) (MM2 p30) negates. 1d4 rounds between uses.
As written, it sounds like you might be able to

choose specific creatures and specifically
spare ones you don’t want to kill. The
alternative is that it functions like the spell and
kills creatures closest to the origin first.
Beholder Su At will 13 Cha Eye ray. As finger of death. 150-ft range,

free action. 3d6+13 on successful Fort save.
Beholder Hive Su At will 20 Cha Eye ray. As finger of death. 240-ft range,
Mother (20HD) free action. 3d6+20 on successful Fort save.
(Lords of
Madness p136)
Bodak Su Gaze Cha 30-ft range. Fort negates. Affected

humanoids turn into bodaks 24 hours later.
Fort negates.
Bone Ooze (20 Ex At will Str Bone Meld. One round after engulfing,
HD) (MM2 p36) (40) optionally digest your victim in a stylish-
yet-horrifying manner. Fort negates. After
1d3 rounds, eject flesh and equipment (but
keep the bones).
Note: If you’re not in a hurry and they have no

non-mundae, non-somatic, non-verbal
escape options, consider waiting until they
first die from your ability drain, which heals
you for 5 hp per round and grants excess as
temporary hit points. The excess as
temporary hit points makes this superior to
fast healing if you’re confident your prey is
under control.
Devil, Pit Fiend Ex Con Poison on successful bite. 1d6 Con / death.
(18 HD) (27)
Devourer Su At will Cha Trap essence. On successful (touch?)

(undead) attack, Fort save or target dies instantly.
Eladrin, Ghaele Su Gaze Cha 60-ft range. Slay evil creatures up to 5 HD.
Will negates. On successful save, non-evil
61
panicked for 2d10 rounds (as fear).
Non-evil creatures and those with >5 HD

save against the fear instead.
Eladrin, Tulani Su Gaze Cha 60-ft range. Slay evil creatures up to 5 HD.
(18 HD) (BoXD Will negates.
p171)
Giant, Death Su Always Cha Steal Soul. 15-ft range. All creatures with 10
(23 HD) (MM3 active or fewer hit points. Fort negates, must save
p54) each round.
This ability temporarily absorbs souls, but

they’ll be released as soon as you change
form (or die).
Lurking Ex Suffocate. Strangle a target to kill it over 3

Strangler (MM3 rounds. Helpless creatures only, but they
p100) receive no save.
The victim drops to 0 hp and falls

unconscious in the first round, so once you
pop the fun don’t stop. This is the perfect,
risk-free way to take out a target you catch
napping. One moment they’re sleeping
peacefully, and the next moment they wake
up dead. Or, if you want to take them captive,
you can stop after the first round. Very stylish.
Siabrie (web) Su At will Con Any creature damaged by touch attack must
(20) make a Fort save or be transformed into non-
magical sand.
The need to make a touch attack is

unfortunate (if you have Weapon Finesse,
that will work much better), but this is not a
death effect, so affects some things the other
stuff doesn’t. Also, if you have haste, you can
probably try twice since this is actually listed
as an attack.
Death Throes
Demon, Balor Ex Con 100-ft radius, 100 damage. Ref half.

(20 HD) (31)
62
Frost Worm Ex Con 100-ft radius, 12d6 cold and 8d6 piercing. Ref
(20) half.
Debuff, Blind
In order to be listed here, a debuff must either affect a very large number of creatures, be a free
action or non-action to use, have no save (or occasionally a Reflex save), or possess some
other unique and very powerful attribute. There are so many potent disables available with
shapechange that debuffs just aren’t that spectacular.
Beholderkin Su At will Con Baleful flash: Free action, 60-ft cone. Blind
Eye of the Deep (18) for 2d6 rounds and stun for half of that.
(LoM p138) Fort save reduces blindness to dazzled and
negates stunning.
Dragon, Crystal Su 1 per Con Breath weapon blinds for 1d4 rounds and
(MM2 p81) 1d4 (19-23) inflicts 2d6 damage per age category (max
rds 16d6 for Old) from the blinding light. 40- (<20
HD) or 50-ft cone. Reflex negates the
blindness and halves the damage.
Eladrin, Firre Su Gaze Cha 60-foot radius. Creatures meeting the gaze
(BoXD p169) burst into flames, taking 2d6 fire damage
(no save), and must make a Fort save or be
blinded as blindness/deafness. Humanoid
form only.
Kraken Ex 1/min Con Based on the Tojanida, a flying kraken should

(29) be able to shoot ink as a free action in an 80-
foot stream that blinds one target for one
round. Ref negates. Without a fly spell or
other effect providing at least Good
maneuverability, the kraken wouldn’t have the
right angle to do this as a free action,
although it could probably do it as a Standard
action.
Nymph Su Cha Blinding beauty. Humanoids within 30 feet

who look directly a nymph must make a Fort
save or be permanently blinded. Can be
suppressed or resumed as a free action.
Quesar (BoXD Su At will, Cha Blinding Radiance. Increase Energy Halo to

p180) 6/day brilliant light out to 120 feet. All creatures
within the brilliant light must make a Fort
save or be blinded for 1d10 rounds. After 1
round of Blinding Radiance, the quesar can
63
create a Searing Burst that does 6d6 damage
as sunburst (Ref half, may blind creatures
permanently on failed save) within a 30-foot
radius. Searing Burst can be used 6 times
per day.
Tojanida, Elder Ex 1/min Con Out of water, the ink cloud can be shot once
(19) per round as a free action in a 30-foot
stream that blinds one target for one round.
Ref negates. Smaller tojanida have the same
ability, but their save DCs are lower.
Sunwyrm (FF Su Always Con Brilliant Aura. Absolutely enormous mass

p165) active (17) blinding area of effect. Full line of sight24,
any creature that looks at you, 3d6
minutes. Fort negates. New save required
every round a creature keeps looking at you.
For adjudicating whether a creature is

“looking at you”, the closest rules are
probably those for gaze attacks - avert eyes
for 50% immunity or cut off all sight for full.
The best part is that you can do this while

incorporeal (Energy Form) and moving with
120-ft flight. This is a form that can
neutralize whole armies in short order.
It’s a shame the Constitution score isn’t better

(making the save DC somewhat low), but this
is still a really solid ability.
Debuff, Confusion
This effect is the same as the confusion spell unless otherwise specified.
Demon, Su 1/rd 20 Cha Whispers of Loss: Great Emptiness. Target

Sorrowsworn one creature within 60 feet. Free action.
(18 HD) (MM3 Lasts 5 rounds. Will negates. Successful
p36) save protects for 24 hours. Be sure to
24 The 240-ft radius indicates the area the sunwyrm illuminates, but you don’t have to be in that area to
be affected by the blinding.
64
adjudicate Aura of Loss first for a potential -2
on the save!
Entropic Su On hit Str Entropic Blade: Any weapon wielded is

Reaper (19 HD) (29), treated as entropic, causing anyone taking
(Libris Mortis Cha damage from it to attack blindly, unable to
p98) distinguish friend from foe, at a -4 penalty
with 50% miss chance, without being able
to cast spells or activate magic items. Fort
negates. Subject takes 1 point of Wisdom
drain per round, discorporating into
nothingness if its Wisdom score falls to 0.
Effect can be ended with heal, restoration, or
greater restoration, or by the subject making
a Charisma check to gain control of itself as
a standard action at the ability’s save DC.
Shapechange and stoneskin suspend the
effect but do not end it.
Gibbering Su At will Cha 60-foot spread, 1d2 rounds. Free action,

Mouther Will negates. Successful save protects for 24
hours.
Rui Chanter (20 Su At will Cha Infirmity of Mind. No range limit? Lasts 1
HD) (MM5 hour or until subject receives remove curse.
p132) Will negates. Cannot be inflicted
simultaneously with Infirmity of Body.
Umber Hulk Su Gaze 8 Cha 30-ft range.

(any)
Debuff, Entangle
Briarvex (MM4 Su At will 8 Con As the entangle spell, except in a 60-ft

p26) (19) radius centered on you. Lasts 1 round. You
can move through the area unhindered.
Demon, Bebilith Ex 4/day Dex 10 ft. range increment, max 30 ft. Effective
(12), up to Gargantuan. Anchors to ground. 14 hp,
Con hardness 0, 75% chance to resist burning
(26) (check each round). Ranged touch attack.
No save, but trapped creatures can escape
65
with a Strength or Escape Artist check as a
standard action.
Spellgaunt Su At will Cha Force web. Medium or smaller target within

(MM2 p188) 20 ft becomes entangled and anchored in
place. Cannot be damaged or removed by
dispel magic (disintegrate, a rod of
cancellation, or a sphere of annihilation will
do the trick). Lasts 1d4 hours. Reflex
negates.
If you can make this stick, and if your target

lacks freedom of movement or some means
of teleportation, your target is screwed.
Seryulin (MM3 Ex 1/day Con Sticky Spray. 20-ft radius tanglefoot burst.
p148) (14-18) Any creature in the area is automatically
entangled and must succeed on a Reflex
- or - save or be anchored in place (flying
creatures fall to the ground instead). The low
Greater Constitution score means the save DC is
Seryulin (MM3 poor, but most creatures at high level have
p149) poor Reflex saves anyway, and you still get a
solid debuff even if they make the save.
This functions like a tanglefoot bag in

basically every way except for the size of the
effect, not having to make a ranged touch
attack, and having a save DC high enough to
be not totally useless at high levels against
the right targets.
Spider, Ex 8/day Dex 10 ft. range increment, max 50 ft. Effective

Gargantuan (17), up to Colossal. Anchors to ground. Ranged
Monstrous Con touch attack. No save, but trapped creatures
(14), can escape with an Escape Artist or Strength
Con+4 check (Strength check DC has +4 racial
bonus) as a standard action.
Spider, Ex At will Con Erect 5- to 60-foot square sheets of sticky

Gargantuan (14), webbing that traps unwary creatures.
Monstrous Con+4 Presumably needs to be anchored. DC 20
Spot check to notice. Escape Artist or
Strength check (Strength check DC has +4
racial bonus) to escape, +5 bonus if the
trapped creature has something to grab or
push against. Each 5-foot square of webbing
has 16 hp and DR 5/-. (This can eat a round
of enemy actions but most certainly will not
trap them indefinitely.) A spider can move
66
freely across its webbing at its Climb speed,
and it knows the exact locations of trapped
creatures.
Spider, Ex 8/day, Dex As Gargantuan, but with lower maximum

Monstrous (Tiny at will (17), sizes affected for thrown webs and 2-14 hp
to Huge) Con per square on sheet webbing. Check DCs
(10-14), also lower for Tiny through Large. Use this
Con+4 when you can’t fit a Gargantuan creature.
Debuff, Misc
Archon (all) Su Cha+2 Aura of Menace. Hostile creatures within 20

feet of fighting or angry archons must make a
Will save or take a -2 penalty to attack
rolls, AC, and saving throws for 24 hours or
until they successfully hit the archon that
generated the aura. Resisting or breaking the
effect protects for 24 hours.
Archon, Throne Su Gaze Cha 30-ft range. Neutral (ethical) creatures

(BoXD p 162) become fatigued. Chaotic creatures become
exhausted. Will negates. Persists until
target makes a successful save (one attempt
each round). The target can subsequently be
affected again.
Crypt Thing (FF Su 1/day HD Cha Scatter Defilers. This is actually battlefield
p36) control, not a debuff, but it’s too nifty not to list
somewhere.
Teleport a number of creatures up to your

HD within a 30-ft burst of you 1d10x10 feet
in a random direction. Will negates.
Targets always arrive safely in the closest
open space to the destination, including
shifting vertically if necessary. Creatures so
transported can’t take any actions until their
next turn - which basically just means they
can’t take immediate or readied actions.
This isn’t particularly potent, but it’s a really
67
unique ability. Use this to disperse a crowd
without harming them in any way. Although
expect them to flip out if you haven’t made
yourself invisible through other means first.
Demon, Su Always Cha Form of Madness. Permanently sicken all

Draudnu (MMV active creatures (except chaotic-evil outsiders)
p24) within 60 feet. Will negates. Can only be
cured by greater restoration, heal, miracle, or
wish. Successful save protects for 24 hours.
Mind-affecting.
This is a tiny debuff, but grab a fly spell and

invisibility and you can apply it to a whole
army in short order. That combined with the
permanent duration and high bar for curing
make it amazing when dealing with army-
scale threats.
The fluff on this is also pretty gnarly.
Devil, Su Always 20 Cha Intoxicating Scent. Functions as mind fog (-10

Paeliryon (18 active to Wisdom checks and Will saves), except
HD) (FF p58) continuous in a mobile 30-ft radius
centered on you. Will negates. Lasts 2d6
rounds after a target leaves the area (or,
more likely, the area leaves the target).
Successful save protects for one day. Mind-
affecting compulsion effect.
This is considerably more useful than a

standard mind fog because it’s so mobile.
With 100-ft (poor) flight, you can use this to
affect enormous swaths of enemies. Cast
invisibility and ideally silence first so you
won’t be super conspicuous. Then use this
soften up a bunch of enemies for another
Will-targeting effect (which can come from
your allies and might be limited uses) - or just
telling a bunch of nasty lies.
Dragonne Su 1 per Cha Roar: Non-dragonnes within 120 feet become

1d4 fatigued, or exhausted if within 30 feet. Will
rds negates.
Gauth (lesser Su At will 8 Eye ray as ray of exhaustion. 100-ft range,

beholder) free action. No save!
Gloom Golem Su Always Cha Crushing Despair (basically as the spell). 30-
(MM3 p68) active ft radius, -2 penalty to attack, saves,
68
checks, and weapon damage. Will
negates. Permanent until you die or
countered with good hope. Sonic, mind-
affecting compulsion.
Hound of the Su At will Cha Hunter’s Howl. Free action. Creatures within
Hunt (MM5 a 120-ft radius spread (not burst!) are
p202) shaken for 1 minute. Will negates.
Successful save protects for 24 hours.
Shaken is a fairly weak debuff, and 1 minute

is a rather limited duration for it. However, this
is a free action with a great area of effect in a
form that is quite competent for other things.
Illurien (20 HD) Su 1/rd Note: Illurien is, by default, not a legal
(unique) (MM5 shapechange form.
p90)
Cloud of Foresight: Impose a -8 penalty on a
single attack roll, check, or saving throw
made by an opponent within 60 feet.
Immediate action. No save.
Jackal Lord Su 1/day Cha Curse of the Jackal. Permanently transform

(FF p106) a target into a jackal (using a dog’s stats) or
back. Will negates. Unfortunately this
functions as polymorph rather than baleful
polymorph, so the target keeps its class
features and never loses its mind, but the
good news is that it targets Will instead of
Fort. Beware of enemies with both Stilled
Spell and Silent Spell or with spell-like or
supernatural abilities. And druids because
Natural Spell.
Malastor (20 Su Dex Avalanche Wave. But for the crappy save
HD) (MM5 (14) DC, this would be so cool!
p100)
Bury creatures in a 400-ft line (10 feet high)
or one airborne creature up to 400 feet
above the ground (presumably up to 400 feet
away laterally). A Reflex save halves the 8d6
damage and negates the burial.
Targeting Reflex partially offsets the very sad

save DC, but it’s still hugely limiting. It’s a
damn shame, because if it was based off of
Con (even if it also required a ranged touch to
hit airborne foes) it’d be amazing. As-is, it’s
really only useful against enemies with low
69
Dex, poor Reflex saves, and Hit Dice roughly
comparable to your own.
Ruin Chanter Su At will Cha Infirmity of Body. Impose a -6 penalty to

(20 HD) (MM5 each of Str, Dex, and Con. No range limit?
p132) Lasts 1 hour or until subject receives remove
curse. Target’s body appears cosmetically
aged for the duration. Fort negates. Cannot
be applied simultaneously with Infirmity of
Mind. This should stack with the “exhausted”
condition if you really want to cripple
someone.


from the Siabrie) ends the effect, but it
probably should.

can cover a 170-mile radius minimum if
you’re willing to keep it up long enough.
Doing so without question crosses the
Cheese boundary.
Siege Beetle Ex At will Str Surging Trample. This is battlefield control,

(20 HD) (MM5 (40) not a debuff.
p152)
-or- Move up to double your speed (on foot or
-or- flying - your choice I think) as a full-round
Str action, dealing 2d6+1½Str (which is
Siege Beetle, (48) considerable) damage to anything up to Huge
advanced (or Gargantuan for advanced) size that
colossal (27 doesn’t get out of your way and pushing it in
HD) (MM5 front of you to the end of your movement.
p152) Getting out of your way requires making a
Reflex save; those who forgo the save get an
70
attack of opportunity at a -4 penalty instead.
Because the save DC is based on your
excellent Strength and targets Reflex, this
should be super effective.
Since you can fly, albeit clumsily, feel free to

push your enemies off cliffs with this.
Some important notes:

1. I interpret this as an augmented
standard trample, hence the full-round
action, double your speed, size
limitation, and penalty on the attack of
opportunity.
2. I’m not 100% certain about being able
to do this while flying, but I think the
justification is sound. Between
pushing everything along the front of
the movement and the relatively low
damage dice, this seems like more of
a continuous Slam attack than
indiscriminately smashing people with
your feet - and in that case, it
shouldn’t matter whether you’re
walking or flying. Ask your DM before
using it this way.
3. Even if your DM doesn’t usually allow
HD-advanced forms - and she really
should25 - the ecology for siege
beetles explicitly states that the base
20-HD form is the larva, with full
adulthood coming at 30 HD, so the
advanced colossal form should be fair
game.
Debuff, Negative Levels

Beholderkin Su At will 8 Cha Eye ray. One negative level, Fort negates.
Director (LoM 120-ft range, free action.
p138)
25 See Assumptions section
71
This is overall a fairly crappy version of
enervation, but it can be combined with slow
or minor image, both of which are also free
actions.
Inevitable, Su At will 13 Enervation, as the spell. 200-ft range.

Kolyarut
(construct)
Debuff, Slow
Beholder Su At will 13 Cha Eye ray - 150-ft range, free action. One
target, Will negates.
Beholder Hive Su At will 20 Cha Eye ray - 240-ft range, free action. One
Mother (20HD) target, Will negates.
(Lords of
Madness p136)
Demon, Su Always Cha Slow Aura. Affects all living creatures that
Skulvyn (FF active come within 30 feet. Lasts 4 rounds. Will
p54) negates. Successful save protects for one
day.
Dragon, Copper Su 1 per Con Breath weapon. 40- or 50-ft cone. 1d6+Age
1d4 (17-21) (6-8) rounds. Fort negates.
rds
Defense, Magical
Most of these forms have solid energy resistances, spell resistance, and/or condition
immunities. A handful are included solely because you may use them in combat for other
reasons, including physical defenses and offensive prowess.
Vulnerable 0 10 20 30 Immune
Creature Acid Cold Electric Fire Sonic SR Immunities
Abomination, 10 Immune 10 Ability damage

Chichimec (27 HD)
33 Ability drain
Energy drain
(epic) Massive damage
72
Mind-affecting
Petrification
Polymorphing
Abomination, 20 Immune Ability drain

Marruspawn
32 Ability damage
Energy drain
(20HD) (Sandstorm Massive damage
p173) Petrification
Mind-affecting
Polymorph
Angel, Planetar Immune Immune 10 10 Mental control

30 Petrification
Spells up to 3rd
Angel, Solar (22 Immune Immune 10 10 Mental control

HD)
32 Petrification
Spells up to 3rd
Annihilator (20 HD) 31

(Underdark p79)
Archon, Trumpet Immune Mental control

29 Petrification
Archon, Throne Immune Mental control

30 Petrification
(BoXD p162)
Behemoth Gorilla 30
(21 HD)
Bone Ooze (20 HD) Flanking Mind-

(MMII, p36)
32 affecting
Poison
Sleep
Paralysis
Stunning
Precision dmg
Polymorph
Chronotyryn (Fiend 20 20 20 20 Immune 31

Folio, p33)
Concordant Killer Immune Immune Immune Immune Petrification

30 Poison
(19 HD) (MM4
p34)
Cryohydra Immune
Demon, Balor (20 10 10 Immune Immune Poison

28
HD)
Demon, Klurichir Immune Immune Poison

(20 HD) (FF p48)
36
73
Demon, Kelvezu 10 10 Immune 10 26 Evasion (Dex 31)
(MM2 p61) Poison
Uncanny Dodge
Devil, Horned 10 10 Immune Poison

28
Devil, Pit Fiend 10 10 Immune Poison
32
Dragon, Black Immune 17 Paralysis
23 Sleep
Dragon, Blue Immune 19 Paralysis

22 Sleep
Dragon, Bronze Immune 20 Paralysis

25 Sleep
Dragon, Force 24 Force

(20+ HD) (epic) Paralysis
27 Sleep
Dragon, Gold x1.5 Immune 21 Paralysis

25 Sleep
Dragon, Prismatic 24 Blindness

(23+ HD) (epic) Light
30 Paralysis
Prismatic
Sleep
Dragon, Red x1.5 Immune 19 Paralysis

24 Sleep
Dragon, Silver Immune Immune x1.5 20 Paralysis

Sleep
26
Dragon, White Immune x1.5 16 Paralysis
23 Sleep
Dread Wraith Ability drain

Ability dmg, phys
Death effects
Disease
Energy drain
Exhaustion
Fatigue
Fort (-object)
Incorporeal
Massive damage
Mind-affecting
Negative energy*
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
Stunning
74
Eladrin, Ghaele 10 Immune 10 Mental control
28 Petrification
Spells up to 3rd
Ephemeral Swarm Ability drain

(MM3 p50) Ability dmg, phys
Bull rush
Death effects
Disease
Energy drain
Exhaustion
Fatigue
Fort (-object)
Grappling
Incorporeal
Massive damage
Mind-affecting
N-target effects
Negative energy*
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
Stunning
Tripping
½ weapon dmg
Garngrath (28 HD) 20 20 Immune Immune Immune 20% miss chance

(MM5 p60)
33 Ability damage
Energy drain
Illusions
Insanity
Geriviar (26 HD) Immune Immune Disease

28 Mind-affecting
(MM3 p52)
Poison
Giant, Storm (19 Immune Freedom of

HD) Movement
Gloom (25 HD)

(epic)
35
Golems (all) Ability damage
(construct) ∞ Ability drain
Death effects
Disease
Energy drain
Exhaustion
Fatigue
Fort (-object)
Massive damage
Mind-affecting
Necromancy
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
75
Stunning
Golem, 20 20 Immune 20 Ability damage

Demonflesh (24
HD) (FF p86)
∞
Except
Ability drain
Death effects
Disease
lawful Energy drain
and
good Exhaustion
spells Fatigue
Fort (-object)
Massive damage
Mind-affecting
Necromancy
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
Stunning
Golem, Prismatic Ability damage

(20 HD) (MM3 p71) ∞ Ability drain
Death effects
Disease
Energy drain
Exhaustion
Fatigue
Fort (-object)
Incorporeal
Massive damage
Mind-affecting
Necromancy
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
Stunning
Guardinal, Leonal 10 Immune 10 Mental control

28 Petrification
Spells up to 3rd
Ha-Naga (20 HD) 30

(epic)
Hellfire Wyrm (23 x1.5 Immune Paralysis

HD) (MM2 p125)
37 Sleep
Hoary Steed (epic) Immune x1.5 20 Mental control

Hold
Hound of the Hunt Immune 25 Exhaustion

(20 HD) (MM5 Fatigue
Freedom of
p202) Movement
Mind-affecting
Kalaraq Quori (18 10 10 10 Charm

29 Fear
76
HD) (SoS p156) Incorporeal
Sleep
Molydeus (FC1 10 10 Immune 10 Evasion

30 Poison
p45)
Nightshade (any) Immune 27 Ability drain

(undead) Ability dmg, phys
29 Death effects
Disease
31 Energy drain
Exhaustion
Fatigue
Fort (-object)
Massive damage
Mind-affecting
Negative energy*
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
Stunning
Nishruu (MoF p67) 10 All direct spells
∞ except Fire and

Cold damage
Mind-affecting
Psion Killer Ability damage

(psionic) ∞
Psi
Ability drain
Death effects
Disease
only Energy drain
Exhaustion
Fatigue
Fort (-object)
Massive damage
Mind-affecting
Necromancy
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
Stunning
Pyrohydra Immune
Quesar (BoXD Immune Immune 18 Ability damage

p180) Ability drain
Death effects
Disease
Energy drain
Exhaustion
Fatigue
Fort (-object)
Massive damage
Mind-affecting
77
Necromancy
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
Stunning
Shredstorm (MM3 Immune Ability damage

p153) Ability drain
Bull rush
Death effects
Disease
Energy drain
Exhaustion
Fatigue
Flanking
Fort (-object)
Grappling
Massive damage
Mind-affecting
Necromancy
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
Stunning
Tripping
Weapon dmg
Spirit of the Land

(20 HD) (MM2
34
p189)
Titan 32
Xorn (any) Immune 10 Immune Flanking
Will-O’-Wisp Invisible
∞
Zodar (Fiend Folio Depending on DM interpretation of the definition Ability damage
p199) of “Attack”, Zodar may be immune to all Ability drain
Death effects
damage sources except bludgeoning weapons, Disease
including spells and energy damage, and Energy drain
potentially all negative effects, period. It is Exhaustion
indisputably immune to non-bludgeoning weapon Fatigue
Fort (-object)
damage. Massive damage
Mind-affecting
Necromancy
Non-lethal dmg
Paralysis
Poison
Precision dmg
Sleep
78
Stunning
Defense, Physical
Each of these forms has at least one solid defensive attribute. Most have both good AC and DR.
A handful of forms are included solely because you may use them in combat for their other
abilities, including magical defenses or offensive prowess. Regeneration is specifically
emphasized because it means you cannot die from damage unless you take your initial hit
points in damage from bypassing sources - the number is actually largely irrelevant given the
damage thrown around at shapechange levels.
Creature Armor Class Touch Damage Regeneration &
Flat Reduction Fast Healing
Abomination, DR 10 Fast healing 10

Chichimec 39 17
(+7 Dex, +22 natural) 32 good and epic
(27 HD) (epic)
Abomination, DR 10 Fast healing 15

Marruspawn 43 24 magic and
(20 HD) (+4 Dex, +19 natural, +10 39 adamantine Touch of the
insight)
(Sandstorm Divine (Ex):
p173) Maximum HP per
HD
Angel, 32 13 DR 10 Regeneration 10
Planetar (-1 size, +4 Dex, +19 natural) 28 evil evil weapons, evil
spells
Angel, Solar 14 Regeneration 15

(22 HD)
35 DR 15
epic+evil
(-1 size, +5 Dex, +21 natural) 30 epic and evil
weapons, evil
spells
Behemoth 16
Gorilla (21 38 30
(+8 Dex, -2 size, +22 natural)
HD) (epic)
Chronotyryn 14 DR 15
(Fiend Folio,
36 31
(-1 size, +5 Dex, +22 natural) magic
p33)
Demon, Balor
(20 HD)
35 16 DR 15
(-1 size, +7 Dex, +19 natural) 28 cold iron and good
Demon, 32
Jarilith (MM2
18 DR 15
(-1 size, +9 Dex, +20 natural) 23 good
p61)
79
Demon,
Kelvezu
35 20 DR 15
(-1 size, +10 Dex, +15 25 cold iron and good
(MM2 p61) natural)
Devil, Horned DR 10 Regeneration 5

35 16 good+silver
(-1 size, +7 Dex, +19 natural) 28 good and silver
weapons, good
spells
Devil, Pit Regeneration 5

Fiend (18 40 17 DR 15
good+silver
(-1 size, +8 Dex, +23 natural) 32 good and silver
HD) weapons, good
spells
Dragon, Any 8
31 33 [31,33] DR 10 15
(oldest (-2 size, +[23,35] natural) magic
possible, 24-
26 HD)
Eladrin, 25 11 DR 10
Ghaele (+1 Dex, +14 natural) 24 evil and cold iron
Eladrin, 16 DR 15
Tulani (18
36
(+6 Dex, +20 natural) 30 cold iron or unholy
HD) (BoXD
p171)
Force 32+Cha 8+Cha DR 10

Dragon, Very (-2 size, +Cha deflection,
32+Cha magic
Young (25 +24 natural)
HD) (epic)
Force 27+Cha 8+Cha DR 10

Dragon, (-2 size, +Cha deflection, 27+Cha magic
Wyrmling (20 +19 natural)
HD) (epic)
Garngrath (28 DR 15
HD) (MM5 38 18 epic
(-8 size, +1 Dex, +15 37
p60) deflection, +20 natural)
20% miss chance
Giant, Ocean 26 10 Immune to

(18 HD) (MM2 (-2 size, +2 Dex, +16 natural) 24 bludgeoning
p111)
Geriviar (26 9 DR 10 Regeneration 8

HD) (MM3
37 36 adamantine and Acid or cold
(-2 size, +1 Dex, +28 natural)
p52) magic
80
Gloom (25 DR 10
40
HD) (epic)
(+18 Dex, +12 insight)
40
22
epic
7
Golem, 33 DR 15
33
Demonflesh (-2 size, -1 Dex, +26 natural) adamantine and
(24 HD) (FF
good
p86)
Golem, Iron 8
30 30 DR 15
(construct) (-1 size, -1 Dex, +22 natural) adamantine
Golem, DR 10
36
Prismatic
(construct)
(-1 size, +11 Dex, +16
deflection)
(20 HD) (MM3 incorporeal
36
25
evil
p71)
Golem, 33 13 DR 10
Shadesteel (+3 Dex, +20 natural) 30 adamantine and
(construct) magic
(18 HD) (MM3
p72)
Golem, 33 11 DR 15
Greater 31
(-1 size, +2 Dex, +22 natural) adamantine and
Shadesteel
magic
(construct)
(27 HD) (MM3
p72)
Guardinal, 27 13 DR 10
Leonal (+3 Dex, +14 natural) 24 evil and silver
Ha-Naga (20 DR 5
HD) (epic) 40 26 epic
(-8 size, +14 Dex, +24
natural) 16
Hellfire Wyrm 8 DR 15
(23 HD) (MM2 36 36
epic
p125) (-2 size, +28 natural)
Hydra, 12- 22 9
Fast healing 22
headed (any) (-2 size, +1 Dex, +13 natural) 21
81
Hound of the DR 10
Hunt (20 HD)
35+ 26
20
(-1 size, +11 Dex, +15 24
cold iron and
(MM5 p202) natural) magic
Inevitable, 10 Fast healing 10

Marut
34 33
DR 15
except damage from
(-1 size, +1 Dex, +16 natural, chaotic chaotic weapons
(construct) +8 built-in full plate armor)
Inevitable, 31 11 DR 15 Fast healing 15

Quarut 30 except damage from
(+1 Dex, +7 armor, +13 chaotic and
(construct) natural) blessed and chaotic
adamantine weapons
(18 HD) (FF
p102)
Inevitable, 12 Fast healing 20

Varakhut
35 33
DR 20
(-1 size, +2 Dex, +8 armor, chaotic and except damage from
(construct) +16 natural) blessed and chaotic
adamantine weapons
(22 HD) (FF
p103)
Kalaraq Quori 17+Cha Regeneration 5

(18 HD) (SoS (+7 Dex, +Cha deflection) 17 DR 15
good+crysteel,
crsyteel and good
p156)
incorporeal
+Cha good spells
25+Cha
Molydeus (19 33
HD) (FC1
17 DR 15 Fast healing 30
(-1 size, +6 Dex, +18 natural) 26 cold iron and good
p46)
6+Cha
Night Twist, 32+Cha 32+Cha
Ancient (25 (-2 size, -2 Dex, +26 natural,
HD) (MM3 +Cha deflection)
p111)
6
Nightcrawler
(25 HD)
35 35 DR 15
(-4 size, +29 natural) silver and magic
(undead)
Nightwalker 32 10
DR 15
(21 HD) 30
(-2 size, +2 Dex, +22 natural) silver and magic
(undead)
Ogre Mage Survives decapitation if head reattached within 10 minutes. Use in

conjunction with foresight: If an enemy with a vorpal weapon rolls a Natural
20 against you and confirms the critical, you get enough warning to change
into an ogre mage so a buddy can put you back together after the fight. This
has a cool feel to it, but you could also just change into something that either
26 Total Freedom ability allows you to wear any barding and ignore the max Dex bonus on it. You’d have
to take the time to put it on, but you could reliably add another +10 without even affecting your move
speed
82
doesn’t have a head or doesn’t care if it loses said head. Like Dread Wraith
or Prismatic Golem.
Prismatic 8+Cha DR 10
Dragon, Very
35+Cha 35+Cha magic
(-2 size, +Cha deflection,
Young (28 +27 natural)
HD) (epic)
Prismatic 30+Cha 8+Cha DR 10

Dragon, (-2 size, +Cha deflection, 30+Cha magic
Wyrmling (23 +22 natural)
HD) (epic)
Titan (20 HD) 8

28 27 DR 15
(-2 size, +1 Dex, +19 natural) lawful
Will-O’-Wisp 29
(+1 size, +9 Dex, +9
deflection)
29
natural invisibility 20
Zodar (Fiend 28 18
Folio p199) (+3 Dex, +10 natural, +5
deflection)
25 DR ∞
bludgeoning
Defense, Special
This category includes any kind of unusual defensive option not described under Magical
Defense or Physical Defense.
Ragewalker Su Reflect all ranged weapons and projectiles

(22 HD) (MM3 back at the attacker. The attacker compares
p132) his attack roll against his own AC instead of
the Ragewalker’s and takes the damage if it
hits. It is unclear if special damage along the
lines of sneak attack applies to reflected
attacks - ask your DM.
As far as I can tell, this affects even siege

weapons. It does not, however, work against
direct spells with ranged touch attacks (fire
seeds would be reflected because it’s indirect
- you throw a projectile that the spell creates).
It should work just fine against thrown
alchemical splash weapons, though.
83
Destruction, Misc
Androsphinx Su 3/day Cha Roar. 50 points of damage to stone or

crystalline objects within 90 feet. Ref
negates for magic and attended objects only.
Annihilator (20 Su At will Con Chew through just about any obstacle at a
HD) (Underdark speed of 10 feet per round with at-will
p79) disintegrate.
Dastrachan Su At will Cha Destructive harmonics - material. Choose

wood, stone, metal, or glass. 80-ft cone or
30-ft radius from self. Affects objects with up
to 30 hp. Fort negates.
Delver Ex Con Successful slam attack dissolves target’s

(21) armor and clothing. Striking weapons also
dissolve. Ref negates. Also deals 2d6 acid
damage per round when touching organic
creatures or objects, 4d8 for metallic, and
8d10 for stony.
Linnorm, Gray Su 1 per Con Acid breath weapon dissolves non-magical

(MM2 p141) 1d4 (20) metal weapons and armor in 1d6+5 rounds. It
rds should also work on unattended, non-magical
metal objects.
Magmin Ex Con Any metal weapon striking a magmin must

(13) make a Fort save or melt away into slag.
Low Constitution score, so save DC is
terrible, but it’s fun. Note that striking melee
weapons are inherently attended, so they use
the wielder’s saving throw bonus.
Nightwalker (21 Su At will Str Crush item up to Large size. Affects magic
HD) (undead) (38) items but not artifacts. Fort negates (object).
If in possession of another creature, must
Disarm first.
Nightwing Su At will Cha Permanently drain one point of

(undead) enhancement bonus from touched magic
armor, weapon, or shield. Fort negates.
Items losing full enhancement bonus become
masterwork, losing any special abilities (i.e.
flaming). Can be restored via dispel evil with
a DC 29 caster level check if cast within CL
days.
Ooze, (Elder) Ex Con Destroy armor and clothing on successful

(22 or 28)
84
Black Pudding melee attack or Constrict, as well as any
(10 or 20 HD) metal or wooden weapon that strikes the
black pudding. Ref negates. 21 acid damage
to any metal or wooden object for each full
round the pudding remains in direct contact,
no save.
Rust Monster Ex Con+4 Instantly dissolve up to a 10-foot cube of

(13) any metal just by touching it with antennae
(melee touch attack). Magic items made of
metal get a Reflex save to avoid being
dissolved. Any metal melee weapon that
damages a rust monster corrodes instantly,
possibly with no saving throw.
Spellgaunt Su Cha Disjunctive Bite. Magic item bitten becomes

(MM2 p188) non-magical. Will negates. 33% chance to
destroy artifacts, and you must make a DC 25
Fort save or you die instantly.
Disintegrate
Annihilator (20 Su At will Dex Disintegration. As written, target is

HD) (Underdark (touch (21), disintegrated as though reduced to 0 hp with
p79) attack) Con the spell - no damage roll required. Fort
(13) partial for 5d6 damage (target does not
disintegrate on successful save even if
reduced to 0 hp).
Intended behavior is probably for it to function

entirely as the spell with caster level equal to
hit dice.
This is the Annihilator’s sole weapon attack,

and it can make two attacks per round with a
Full Attack (three with haste). Having no need
to roll damage on a failed save and not being
subject to spell resistance, this would be
strictly better than the disintegrate spell if not
for the lousy save DC (due to low Constitution
score). Use this to kill squishy casters or any
time an inanimate object rudely stands in your
path - including a wall of force.
Beholder Su At will 13 Cha Eye ray - 150-ft range, free action. Fort
partial.
85
Beholder Hive Su At will 20 Cha Eye ray - 240-ft range, free action. Fort
Mother (20HD) partial.
(Lords of
Madness p136)
Quesar (BoXD Su 3/day 11 Cha 15-foot radius. 22d6 damage, or 5d6 on

p180) successful Fort save. As the spell, so objects
should just be straight-up disintegrated.
Spirrax (26 Su 1 per Con Void Blast. 30d6 damage in a 30-foot radius
HD) (MM5 1d4 (25) burst (probably centered on you) or a 120-ft
p166) rds line. Reflex half!
Yes, that’s right - this targets Reflex rather

than Fort and deals half damage on a
successful save. A shame the save DC is
Con-based, but targeting Reflex mostly
makes up for it.
This isn’t specifically listed as a disintegrate

effect, but any creature reduced to 0 hp is
rendered a fine power with equipment
unaffected, so it’s basically the same thing.
Unfortunately there’s nothing about
automatically disintegrating objects.
Dispel Magic
Beholderkin Su At will 14 Eye ray. As targeted greater dispel magic.

Overseer (LoM 180-ft range, free action. Can be prepared
p139) as a counterspell but must then hit the
spellcaster (ranged touch).
It’s unclear if “preparing” the free action is the

same as readying an action, which puts your
turn on hold until the conditions are met.
Eladrin, Shiradi Su At will 12 Shard of Light form imposes targeted

(BoXD p170) greater dispel magic on creatures hit with
Slam attack. Low Strength score (20) so
hitting is definitely not a given. Counts as a
Ghost Touch attack for hitting incorporeal
creatures.
Guardinal, Su At will 20 Targeted dispel against illusions only.

Cervidal (MM2 Automatic success. Requires touching
86
p43) illusion with horns.
Moon Dog Su At will HD Automatically dispel all illusion effects

(BoXD p179) within 50 feet… by whining at them. “But
Moooommmmmm!”
Prismatic Ex Eat a prismatic wall or prismatic sphere by

Golem (20 HD) touching it. This also heals you for 3d8+15
(MM3 p71) damage.
Psion Killer Su At will HD Dispel psionics as a free action once per

(psionic) round. Area dispel, 30-foot radius burst.
1d20+10 on the dispel check.
Sarkrith Su At will 20 Dispelling ray. Ranged touch attack with the

Spelleater effect of a targeted greater dispel magic.
(Fiend Folio
p145)
Divination, Misc
Archon, Su Automatically knows the alignment of every

Warden (BoXD creature within 60 feet. Misdirection,
p163) undetectable alignment, and other typical
methods of masking alignment are ineffective
(ask your DM about mind blank). Might be
able to sense creatures by their alignments
even if you don’t already know they’re
present.
Eladrin, Shiradi Su Automatic awareness (but not necessarily

identification) of any Enchantment effect
within 20 feet.
Elemental Su At will 18 Cha Duplicate any of the following spells as free

Weird (any) actions:
(MM2 p90) ● Analyze dweomer
● Clairaudience/clairvoyance
● Contact other plane
● Detect thoughts
● Discern location
● Find the path
● Foresight
● Greater scrying
● Legend lore
● Locate creature
● Locate object
87
● Tongues
● True seeing
● Vision
Illurien (20 HD) Su Always Note: Illurien is, by default, not a legal
(unique) (MM5 active shapechange form.
p90)
Pointed Knowledge: Instantly know facts
about people you speak to telepathically.
Such facts include their age, where they were
born, and the important events of their lives.
You can understand all languages.
Intellect Su Body Thief. Consume the brain and occupy

Devourer the body of any dead creature of at least
(psionic) Small size to learn basic information about
its identity and personality. If something
tried to kill you and you want to know who it
was, this gets you a nice head start. Once
you know who it is, you can use Elemental
Weird’s legend lore to learn more about
them if they’re of any significance.
Iron Cobra (FF Su At will 12 Stalk Victim functions as locate creature for
p103) any creature whose name you know.
Vitreous Su On hit Cha Spectral Ravens. Create and control tiny

Drinker incorporeal raven-like objects that act as
(undead) (MM4 remote eyes and ears for you. They have
p174) 100-ft perfect flight. You can control them as
a free action so long as you’re on the same
plane and are constantly aware of what they
see and hear. They cannot take independent
action or physically affect the world around
themselves - observation only.
Each raven has 5 hp and AC 15. You start

with 24, and it takes one day of elapsed time
to regain any that are destroyed.
Wilora Su At will Cha Memory Snatching Gaze. Rummage through

(Waterdeep the memories of a willing or helpless target
p141) within 30 feet to get a telepathic answer to
one telepathic question per round. Will
negates, new save each round - but you
can force a victim to become willing with
Wilora’s Hypnotic Song (also 30-ft range, Will
negates). Mind-affecting.
88
Dominate Monster
Beholderkin Su At will Cha Verminbond. Only affects vermin. Full-

Director (LoM round action, will negates. Requires melee
p137) touch attack. Permanent or until physical
contact breaks.
Must use as mount and make ride checks (at

12 Dex but with +8 racial bonus) to control in
combat.
While using as a mount, you and the vermin

each share half damage with each other. You
also both benefit from the director’s Deflection
ability, adding your Cha bonus to AC and
Reflex saves for both of you.
This is pretty niche and limited, but it’s also

the only dominate effect that works on
vermin, which are normally immune to mind-
affecting effects. If you stumble upon a
colossal monstrous scorpion, nab it with this -
not because it’s the most effective thing you
can do, but because it’s hilarious.
Beholderkin Su 1 per 14 Cha Eye ray. As suggestion spell. Free action.

Overseer (LoM round 180-ft range, Will negates.
p139)
Blood Fiend Su At will 18 Cha 30-ft range, Will negates. Sighted creatures
(undead) (FF only.
p47)
Formian Su At will 10 Cha Any creature up to Large size, limit 4 at

Taskmaster once, Successful save blocks for 24 hours.
Vermin Lord (25 Su At will 20 Cha 100-ft range, vermin only. Will negates.
HD) (MM3 Command up to 10 vermin at once. Most
p184) vermin have crappy will saves, so this should
be quite successful.
Dominate Person
Beholderkin Su At will 14 Cha Eye ray. 180-ft range, free action. As the
Overseer (LoM spell. Will negates.
89
p139)
Kopru (MM2 Su 1/day 10 Cha As the spell, except the range is 180 feet and
p134) the duration is 8 days. Will negates.
Vampire Su At will 12 Cha 30-foot range, standard action, Will negates.

(undead)
(template)
Vampire Spawn Su At will 5 Cha 30-foot range, standard action, Will negates.
(undead)
Earth Glide
Move at land or burrow speed through any non-metal earthen material. Leaves no trace of
passage. This also allows you to simply take shelter within the earth itself, which is a fantastic
way to hide if you somehow find yourself in a situation you can’t cope with or need time to buff.
Archon, Ex Earth elementals are beefier, but hammer

Hammer (RoS archons have greater teleport (as all archons
p188) do) and can teleport into stone. Pop out of the
ground for a great surprise attack. Note that
you can change to something else with earth
glide before popping out.
The reverse also works if you get hit with

dimensional anchor - sink into the ground to
get away and then teleport out at your earliest
convenience.
This form also has humanoid hands and

speech, so even non-druids can cast spells
unfettered from within the ground.
Elemental, Ex Elemental immunities.

Earth (any)
Gravecrawler Ex Undead immunities, spell resistance 30, and

(25 HD) (MM2 tremorsense.
p118)
Oread (FF Not actually better than any of the other

p134) options, but stylish.
Maulgoth (20 Ex 60-ft Earth Glide! Superb defenses for an

HD) (FF p123) Earth Glide form, too: AC 39, SR 37, DR
15/magic adamantine.
90
Electricity Immunity
Energy Immunity, Force

Force is not a simple energy type, but better to keep it with the other energy immunities.
Force Dragon, Ex Cannot be harmed by force effects. Pass

Very Young (25 through wall of force unimpeded.
HD) (epic)
Force Dragon, Ex Cannot be harmed by force effects. Pass

Wyrmling (20 through wall of force unimpeded.
HD) (epic)
Energy Resistance
Evasion
Behemoth Ex Dex 34
Eagle (21 HD)
(epic)
Molydeus (19 Ex Dex 22

HD) (FC1 p46)
Moon Dog Ex Improved evasion. Dex score is lousy though

(BoXD p179) (15), so unless you have good Reflex saves
this is mostly useful for ensuring half damage.
Although the Moon Dog does also get a +2
luck bonus to all saving throws, so it’s not as
poor as it could be.
Extra Actions
91
Choker Su Extra standard or move action each round.
Chronotyryn Su Dual Actions. Take two full sets of actions

(Fiend Folio, every round. See “Cheese” for more details.
p33)
Golem, Su Con Negative Pulse Wave. Free action. Blast of

Shadesteel (none) negative energy every 1d4+1 rounds. 40-ft
(construct) (18 radius from self, 12d6 damage, Fort half.
HD) (MM3 p72) Breaks any turning effect on undead.
Hydra Attack with all heads even when moving or

charging. Each head gets its own attack of
opportunity, and multiple heads may attack
for a single opportunity.
Nagahydra (18 Cast 5 spells per round - one for each head.
HD) (SK p77) See “Cheese” for more details.
Nilshai (UE Ex Fearsome Celerity. Gain one extra Standard

p67) Action per round. Strictly inferior to
Chronotyryn, but less likely to be banned.
Serpentir (MM5 Ex Dual Actions. Take two full sets of actions

p158) every round. Same deal as Chronotyryn,
only less well-known and therefore less ban-
prone.
You should still clear this with your DM first.

However, at least you’re not starting from the
perspective of “Chronotyryn is banned
because everyone bans Chronotyryn”.
Spell Weaver Ex Cast 1 spell level from each of 6 arms. You

(MM2 p187) can cast 6 1st-level spells or 3 2nd-level
spells. Mix and match as you like. Use
girallon’s blessing to get another pair of arms
if you want to cheese it.
Extra-Sensory Perception
Creature Blind- Detect True Other Notes
sight Magic Seeing
Abomination, 500 feet

Chichimec (27
HD) (epic)
Abomination, 120 feet
92
Marruspawn
(20 HD)
(Sandstorm
p173)
Archon, Discern Automatically know the

Warden (BoXD alignment alignment of every creature
p163) 60 feet in range. Defeats
misdirection and
undetectable alignment (ask
DM about mind blank). May
allow you to sense unseen
creatures even if you don’t
otherwise know they’re
present.
Balhannoth 120 feet Dweomersight. Sense the

(MM4 p15) on presence and position of
steroids magic auras within 120 feet,
automatically determining
strength and school.
Pinpoint the location of any
creature with active spells,
carrying magic items, or
otherwise using magic.
Notice anything within the
area of any magical or
supernatural area effect -
including everything within
20 feet of you due to your
Dimensional Lock Aura.
Bone Naga Detect Always active

(undead) (MM2 thoughts
p35) 60 feet,
continuous
(CL 9, Cha)
Bone Ooze (20 150 feet

HD) (MM2 p36)
Chronotyryn 60 feet Dual actions allows for use

(Fiend Folio at will while doing other stuff
p33) (CL 20)
Concordant 120 feet All detect Suppress or resume some

Killer (19 HD) always [alignment] or all detect [alignment]
(MM4 p34) active spells spells as a free action. Nice
(CL 19) continuously. elemental immunities.
Crawling Head 120 feet Undead immunities!
93
(28 HD) (FF always
p35) active
(CL 28)
Demon, Balor 120 feet

(20 HD) always
active
(CL 20)
Demon, 60 feet See 60-ft good flight

Kelvezu (MM2 always invisibility:
p61) active line of sight,
always
active
Devils (most) See In Unlimited range, includes

Darkness magical darkness. Barbed,
Bearded, Bone, Erinyes,
Horned, Ice, Lemure, Pit
Fiend
Dragon, Sense Automatically aware of

Psychoportation
Sapphire (MM2 distance and direction to
p84) any usage within 10+10/CL
feet of a spell or power that
enhances movement or
allows instant transport. No
line of sight required.
Dread Wraith 60 feet Deathwatch Blindsight detects living

60 ft, creatures only
continuous
Eladrin, Shiradi Enchantment Awareness:

(BoXD p170) Automatically aware of
Enchantment effects
affecting creatures within 20
feet
Elder Brain (26 240 feet Mindsight Automatically aware of

HD) (LoM p144) 350 feet any thinking creature
within telepathy range that is
not shielded by mind blank
or similar protections. Line
of effect is irrelevant
regardless of barrier
composition.
Elemental 120 feet Free action. Can cast on

Weird (any) (CL 18) others.
(MM2 p90)
94
Ethereal Filcher 60 feet
at will
(CL 5)
Ethergaunt (all) Total Vision Perfect perception of all

(FF p64) 40 feet creatures and objects
within 40 feet. This renders
the Search skill entirely
obsolete. Does not need
line of sight or line of
effect. May pierce
Darkstalker - ask your DM.
Gloom (25 HD) 60 feet

(epic)
Greenvise Woodsense Sense the location of any

(MM2 p120) 60 feet creatures or objects in
contact with vegetation,
even if the Greenvise is not
in contact with said
vegetation.
It is not clear how much

detail you get about each
creature - ask your DM.
Guardinal, 120 feet Must concentrate for 1

Avoral (CL 14) round and maintain
concentration. Listed only
because it’s the sole Core
option available at minimum
caster level.
Kalaraq Quori 120 feet See In 20 reusable greater prying

(18HD) (SoS always Darkness eyes per day (spent if
p156) active destroyed)
All-around
vision - See In Darkness has
cannot be unlimited range and
flanked includes magical darkness.
Malastor (20 1200 Tremorsense

HD) (MM5 feet! 1200 feet!
p100)
Mindshredder Thought Automatically detect living

Zenthal (MM3 Sense 60 ft creatures with an Int score
p104) of 3 or higher. Does not
require line of effect but is
blocked by 3 feet of dirt or
95
wood, 1 foot of stone, 1 inch
of common metal, or a thin
sheet of lead.
Molydeus (19 120 feet All-around True seeing cannot be

HD) (FC1 p46) always vision - dispelled
active cannot be
flanked
Neothelid (25 100 feet

HD) (psionic)
Ooze (any) 60 feet

(default Elder
Black Pudding)
Porpoise 120 feet Aquatic. Silence negates

blindsight.
Prismatic 60 feet Continuously radiates

Golem (20 HD) illumination as a daylight
(MM3 p71) spell
Rakshasa Detect Free action to suppress or

thoughts resume. Also has Change
-or- 60 feet, Shape with an extra racial
continuous bonus to Bluff and Disguise
Rakshasa, (CL 18, Cha) checks, making this the best
Naztharune infiltration form available.
(MM3 p136)
Naztharune Rakshasa (non-
Core) is strictly better,
granting the same abilities
but with better stats,
Improved Evasion,
Improved Uncanny Dodge,
and Hide in Plain Sight.
Runehound 500 Plus Uncanny Dodge

(MM3 p145) feet!
Spellgaunt 120 feet No concentration

(MM2 p188) always required. Immediately
active sense aura strength of
each magical item and
effect.
Steel Predator 120 feet Sense the presence of any

(FF p164) always metallic magic items within
active - 120 feet. No line of effect
see necessary, and it’s not
96
notes subject to the usual
divination-blocking
materials. Just don’t forget
to not eat what you find.
Teratomorph 240 feet Automatically notice

(28 HD) (MM2 creatures even if they are
p194) hiding or moving silently.
Yrthak 120 feet Depends on hearing (blind if

deafened). 60-ft average
flight.
Fire Immunity
Flight
Note that any form can get 90-ft Good flight from the 2nd-level druid spell master air (SpC
p139). It’s only 1 round/level, but that’s forever in combat. Great candidate for a lesser quicken
metamagic rod. It can also be cast with Persistent Spell metamagic.
Speed Poor or Average Good Perfect
90 ft Angel, Planetar Hound of the Hunt (20 HD)

(MM5 p202)
Archon, Trumpet
Concordant Killer (19 HD)
(MM4 p34)
Demon, Balor
Guardinal, Avoral
100 ft Angel, Astral Deva
120 ft Ha-Naga (20 HD) (epic)

Siabrie (web)
150 ft Angel, Solar (22 HD) Eladrin, Ghaele

(incorporeal globe form)
160 ft Behemoth Eagle (21 HD)

(epic)
180 ft Astral Dreadnought (18
97
HD) (MotP p159)
200 ft Dragon poor (brass, gold, Abomination, Chichimec

white), Phoenix average (27 HD) (epic)
(20 HD) (MM2 p168)
250 ft Force Dragon (20 HD)

(epic)
Hellfire Wyrm (23 HD)
(MM2 p125)
Prismatic Dragon (23 HD)
(epic)
Freedom of Movement
Giant, Storm Su 20 Continuous. Can be dispelled, but free action

(19 HD) to restore. Comes with water breathing.
Hound of the Su Continuous. 90-ft perfect flight. Also ignore

Hunt (20 HD) max Dex bonus from any barding you wear.
(MM5 p202)
Spider Eater Su 12 Continuous. 60-ft good flight.
Haste
Golem, Ex Hasted for 2d4 rounds whenever targeted

Shadesteel with* any [light] spell or positive energy
(construct) (18 effect.
or 27 HD) (MM3
p72) If you are capable of casting shapechange,
you are almost certainly capable of casting
light, so this is basically free haste several
times per day (pro-tip: a wand of light costs
375 gp). Ask your DM if the effect continues
after you change form (but expect the answer
to be “no”).
*The text actually doesn’t specify that you

must be targeted. However, the fixed duration
98
suggests that it’s not merely upon exposure
to a [light] spell. Exposure alone would make
it significantly more powerful due to the
duration of light.
Healing
Crawling Head Su Limited HD Absorb Head. Any Large or smaller creature

(28 HD) (FF you behead with Vorpal Bite can be
p35) swallowed as a free action. Heads that have
been stored at least 1 round can be absorbed
as a free action to heal you as though
targeted with a harm spell (which, because
you’re undead, functions like heal) or to
grant a +6 enhancement bonus to one ability
score for 1 hour.
You’ll need to prepare this by biting off a

bunch of heads up front. Since you need to
roll at least a natural 19 get a vorpal
beheading, you’ll be doing a lot of biting to
store up a bunch. Alternatively, nothing says
you can’t use it as part of a coup-de-grace,
which grants an automatic critical and
therefore an automatic beheading. The ability
also doesn’t specify that the head has to be
fresh, but your DM might call Shenanigans if
you try to argue that.
Once you have a bunch of heads harvested

(max 1 per your HD), they should be there for
you whenever you shift into this form.
Handy! ...Heady?
Glimmerskin Su At will Cha Energy Touch. The positively energized

(MM2 p114) touch of a glimmerskin heals a target (or the
glimmerskin’s host) for 5 hp per round, with
any excess converted to temporary hit points.
Temporary hit points fade 1d6 rounds after
physical contact ceases.
There is no stated limit on how many

creatures can benefit from this simultaneously
- they simply must all be touching the
glimmerskin.
99
Excess hit points may cause the target to
explode in a burst of radiant energy each
round (Fort negates for that round), dealing
2d6+excess damage in a 20-ft radius. Other
creatures in the blast radius receive a Reflex
save for half damage. By definition, the
beneficiary never ends up with more than 2d6
hp below maximum from this (because math).
As written, temporary hit points from other
sources contribute to the explosion.
Because the explosion damage to the

recipient is fairly low, this has an interesting (if
not particularly effective) offensive use: You
can keep charging up a beneficiary with a
very high Fort save until it’s holding a
ridiculous amount of excess hit points and
then have it walk into a crowded room and
voluntarily fail its Fort save to let itself blow
up. In order to make the damage worthwhile,
you’ll have to wait for a lucky run of not rolling
Natural 1s, but you can keep trying
indefinitely.
Guardinal, Su At will 20 Cha Neutralize poison or remove disease with

Cervidal (MM2 touch from horns. Great against diseases
p43) requiring caster level checks.
Guardinal, Su Full Lay on Hands as Paladin, but can heal up to

many (Avoral, HP your full normal hit points each day.
Leonal, Ursinal each
(BoXD p174)) day
4 hp per
Imp, Bloodbag Su 5 rounds
Transfusion. Heal an arbitrary number of hit
(FF p98) points for any creature other than yourself
(max 1 hp/round). Any creature that drinks
your blood regains 1 hit point per round of
drinking. You take 2 points of damage per
round, but you have regeneration, so you’ll
get it back quickly.
Since shapechange lasts 100 rounds per

caster level, you can heal a lot of damage this
way. It’s a little gross, but it’s probably the
single most effective way in the game to heal
an enormous number of people for stupid-
high amounts. If you have excess
shapechange duration remaining at the end
of your adventuring day, consider alternative
between an archon and a bloodbag imp to
100
pop from city to city looking for people to heal.
If they exhibit reluctance to let you help them
that way, you have lots of options for
charming and dominating :-)
Moon Dog Su See 12 Cha Soothing ministrations. Lick a wound to

(BoXD p179) text produce cure light wounds, remove disease,
or delay poison (referred to as slow poison
in monster entry, but no such spell exists.)
Once per recipient per day for each effect.
Probably not intended to allow delay poison
as a preventative measure - at a minimum,
you’d need to make a wound first :-)
Otyugh, Su Passive Double your health! Gain the benefit of any

Lifeleech (MM3 [healing] spell cast on a target other than you
p119) within 60 feet. Excess healing up to normal
full hit points becomes temporary hp, which
lasts for 1 hour unless depleted first.
The temporary hp should remain even after

you change form. This is borderline cheese.
Storm Ex Electricity and sonic attacks heal you for ⅓

Elemental their value instead of damaging you. If you
(MM3 p48) have a buddy with shapechange, you can top
each other off fully with Shock. Alas, you
cannot attack yourself with your own Shock
for healing, but you can probably heal
yourself for 30d6 with call lightning if you’re a
druid.
High Ability Scores

Creature Str Dex Con
14
Bear, Legendary (20 HD) 24
36
101
11
Bear, Dire Polar (18 HD) 23
(Frostburn p115) 39
Behemoth Eagle (21 HD) 25 23

(epic)
34
Behemoth Gorilla (21 HD) 31 26
(epic)
35
Demon, Balor (20 HD) 25 31

35
Demon, Jarilith (MM2 p61) 29 27

35
Devil, Pit Fiend (18 HD) 27 27
37
10
Dragon, Gold (Mature 23
Adult, 26 HD)
35
10
Dragon, Red (Mature 33 23
Adult, 25 HD)
Elemental, Elder Air (24 22 18

HD)
33
12
Garngrath (28 HD) (MM5 32
p60) 48
102
15
Giant, Ocean (18 HD) 29
(MM2 p111) 39
Gloom (25 HD) (epic) 32 29

46
∅
14
Golem, Greater
Shadesteel (construct) (27
34
HD) (MM3 p72)
Ha-Naga (20 HD) (epic) 27 32

38
8
Hill Giant Dire Wereboar 25
(templated, non-unique, 41
19 HD)
Hound of the Hunt (20 32

HD) (MM5 p202) 45 36
∅
13
Inevitable, Marut
(construct)
35
10
Kraken 29
34
Marruspawn Abomination 18 24
(20 HD) (Sandstorm p173)
35
103
6
Night Twist (MM3 p110) 29
39
6
Night Twist, Ancient (25
HD) (MM3 p110) 45 34
∅
10
Nightcrawler (25 HD,
undead) 48
∅
14
Nightwalker (21 HD,
undead)
38
6
Purple Worm 25
35
15
Roc (18 HD) 27
34
10
Shambling Mound 21
17 to ∞
Spirit of the Land (20 HD) ∅ 13

30
(MM2 p189)
104
12
Titan (20 HD)
43 39
10
Umber Hulk, Truly Horrid 29
(20 HD)
36
High AC
Illusion (Flexible)
Beholderkin Su At will 8 Cha Eye ray: Minor image as the spell. Free
Director (LoM action. 120-ft fixed range.
p137)
While this is an eye ray, it presumably does
not require targeting. Since it’s a free action, it
also presumably doesn’t require
Concentration to maintain - just the continued
devotion of one of its two eye rays that can be
aimed in a given 90-degree arc.
Cloaker Su At will 6 Cha Shadow shift: Silent image as the spell.

Shadowy areas only.
Improved Grab
See also: Swallow Whole
Attack Mod and Grapple Mod are the fixed values for the form, excluding base attack bonus;
add your BAB and any buffs.
105
Creature Attack Mod Grapple Notes
Mod
Bear, +12x2 Claw attack. Very nice Strength for the size.
Legendary (20
+17
HD)
Behir +7 +16 Bite attack. Constrict 2d8+Str, 6 rakes,

swallow whole. Decent strength but not
great.
Dalmosh (26 +13xLOTS Dalmosh is, unfortunately, unique. By rules as

HD) (unique)
(MM5 p16)
(1 per target) +28 written, Dalmosh is not a valid form for
shapechange. But this is really stylish while
arguably being less potent the definitely-legal
Garngrath, so I’m going to list it anyway, and
you can beg your DM to let you try it at least
once.
Feeding Frenzy. Once per minute, as a full-

round action, move up to your land speed,
simultaneously attacking every creature that
comes within your 20-ft reach relative to your
20-ft space. This is a single Bite attack roll
applied against the AC of everything you can
reach at any point.
As an added bonus, any creature that deals

at least 20 points of damage against you
gives you the opportunity to open a new
mouth where the attack damaged you as an
immediate action27. If the creature that
attacked you is in an adjacent space, you can
then then make a Bite attack against that
creature as a free action.
Each successful Bite attack on a creature up

to Large size allows for an attempt to start a
grapple as a free action against that creature
without provoking an attack of opportunity.
Any creature you successfully grapple - and it
can be multiple creatures simultaneously with
Feeding Frenzy - is then subject to being
Swallowed Whole on your next turn if it
doesn’t escape in the interim. Note that
swallowed creatures can attempt to escape
through a portal in your gizzard to a demi-
plane called Dalmosh’s Gullet, which is really
freaking cool but deprives you of any shiny
27 This gives you an additional Bite attack for the duration of the encounter, which is freaking awesome.
106
equipment they might be carrying.
Note that your gizzard is only large enough to

hole 2 Large or 8 Medium creatures at once.
Remember how your mother always told you
to slow down your eating so you don’t puke?
Yeah. That.
Demon, Jarilith +9 (pounce) +16 Great grappler for a small room. Pounce,
(MM2 p61) rake, 18-20|x3 criticals. Totally outstrips dire
tiger unless you use nature’s avatar (a 9th-
level spell), and superior to even legendary
tiger if you don’t want to spend spell slots on
short-duration buffing.
Devil, Pit Fiend +10 Tail slap attack. High damage from
+17 Constrict.
Garngrath (28 N/A or +12 Bite attack. Colossal size. Great melee
HD) (MMV p60)
+36 damage.
If you have no friends between you and your

target(s), forget about using Improved Grab -
use Swallowing Charge instead for an
immediate Swallow Whole on anything in
your very large path that fails a grapple check
against your massive grapple bonus.
Ha-Naga (20 +6 Coil whip attack. Constrict 4d6+1½Str, Huge

HD) (epic) +24 or smaller creatures. Colossal size. Perfect
120-foot flight not dependent on wings.
Note that published stat block calculates

attack mods incorrectly - natural weapons are
always considered light weapons for Weapon
Finesse.
Kraken +8x2 (60-ft Arms or tentacles (8 total). Solid strength,

reach), +3x6 +24 Gargantuan size.
(30-ft reach)
Lucent Worm +9 Bite attack—which can also cause Paralysis!

(22 HD) (FF +24 Gargantuan size. Can Swallow Whole.
p118)
Nightcrawler +15 (both Bite attack. Massive strength and

(25 HD)
(undead)
sizes)
+31 Gargantuan size. Can Swallow Whole.
This is one of the most potent grappling forms

- or - - or - available - especially if you have Reserves of
Strength to break the caster level cap - and
107
Nightcrawler, it’s Core. As an added bonus, the Undead
Advanced
Colossal (26
HD)
+ 39 immunities are fantastic.
Purple Worm +9 Bite attack. Gargantuan size. Can Swallow

+24 Whole.
Squid, Colossal +8x10 (40-ft This is a Giant Squid advanced to

(19 HD) reach) +28 Gargantuan size. Tentacle attacks can grab
an opponent of any size.
Because this is an animal, you can stack a

whole bunch of nice buffs on top of this,
making it possibly the best grappling form
available for druids if you’re willing to invest
the spell slots for animal growth, nature’s
favor, and nature’s avatar. With those buffs
granting an additional 20 feet of reach, +15
on your attack rolls, and +23 on your grapple
checks, this form can mow down whole
battlefields of anything that doesn’t have
freedom of movement.
Tiger, +8x2, +2 Claws and bite. Pounce, rake, 2d6 claw/rake

Advanced Huge (pounce)
+18 damage. Grapple not necessary for rake
when pouncing.
Tiger, Dire +8x2, +2 +12 Bite attack (should also be claws based on
(pounce) regular tiger). Pounce, rake, 2d4 claw/rake
damage. Grapple not necessary for rake
when pouncing.
Tiger, +10x2, +5 +15 Bite attack (should also be claws based on

Legendary (26 (pounce) regular tiger. Pounce, rake, 2d6 claw/rake
HD) damage. Grapple not necessary for rake
when pouncing.
Vasuthant, +9x2 (touch) Slam attack. Can continue making slam

Horrific (25 HD) +23 attacks and using non-somatic spells and
(MM3 p183) - or - spell-like-abilities while grappling. Can
- or - grapple 2 Large or 4 Medium creatures
- or - +10x2 (touch) Deals 1d4 Str damage per round to grappled
targets, which die when reduced to 0. Huge
Vasuthant,
Advanced
+30 size.
Gargantuan (26 Vasuthant has Improved Grapple as a bonus

HD) (MM3 feat, which means you can forgo melee
p182) damage on the initial attack to use a touch
attack to initiate the grapple without provoking
108
an attack of opportunity. That’s a good trade.
Advanced Gargantuan Vasuthant, if allowed,

has an extra +7 on its grapple check and can
grapple 2 Huge or 4 Large creatures.
Because it can reliably start grapples with
touch attacks - and gets two on a full attack -
this is another strong contender for the best
grapple form available.
Incapacitate, Consume (Swallow Whole)

Note that a swallowed creature can still take limited actions against you and can use teleport
effects to escape. It is, however, extremely limited in its options. Beware of breath weapons and
similar abilities.
Bone Ooze (20 Ex At will Str Huge or smaller. Does not require
HD), MM2 p36 (40) grappling; instead, the ooze simply moves
over the target creatures as a standard
action. Ref negates (causing them to be
pushed back or to the side, their choice)
unless they make attacks of opportunity.
Engulfed creatures automatically take
2d8+Str bludgeoning (slam) damage per
round, 1d6 points of Strength, Dexterity,
and Constitution drain per round (which
heals the ooze for 5 hp each time and gains
excess as temporary hit points), and
escalating, stacking wounding for 5
damage per round per round. Subjects are
automatically grappled and cannot escape
through mundane means. Starting next
round, engulfed creatures can be optionally
forced to Fort save or die horribly.
Fiendwurm (24 Su Str Huge or smaller. 2d18+Str crushing, 1d8

HD) (MM2 p99) (36), acid. AC 20, 25 hp, DR 15/-.
Con
(29) A swallowed creature must make a Reflex
save each round or fall into the gizzard’s
portal to the Abyss! Be careful not to
swallow anything that can permanently close
the portal, which would kill you instantly.
Note that you can swallow a target in any

form and change to this form for the portal
109
effect. See Garngrath below for optimal
efficient swallowing, but be watchful of
Fiendwurm’s smaller gizzard capacity.
Keep in mind that any equipment a victim

carries will likely be banished to the Abyss.
Flesh Jelly (18 Ex At will Str As Bone Ooze above, but lower save DC
HD) (MM2 (32) and infects with Filth Fever (negated by Fort
p104) save) instead of automatic ability drain.
Swallowed creatures still must save or die
slightly less horribly, but the save DC is much
lower.
Garngrath (28 Ex Str Gargantuan or smaller. 6d6 bludgeoning and

HD) (MM5 p60) (48) 6d6 acid. AC 23, 50 hp, DR 15/epic.
Does not require an attack or initial

grapple! As a full-round action, this form’s
Swallowing Charge lets it immediately
swallow everything that loses a grapple check
in a 30-ft wide swath the length of its land
speed, including unattended objects and
structures of Gargantuan or smaller size. Be
careful not to overeat!
This ability alone may justify taking Reserves

of Strength.
Lucent Worm Ex Str Large or smaller. 2d8+12 bludgeoning and

(22 HD) (FF (34) 2d4 acid. AC 19, 30 hp. Swallowed
p118) creatures may be paralyzed from the bite,
and if they escape via grapple check (haha
right) they get popped right back into the
mouth, where they get to make another Fort
save against paralysis.
Neothelid (25 Ex Str Huge or smaller. 2d8+1½Str crushing, 2d6

HD) (psionic) (30) acid. AC 22, 25 hp.
Nightcrawler Ex Str Huge or smaller. 2d8+1½Str crushing, 12

(25 HD, (48!) acid. AC 21, 35 hp. Also causes energy
undead) drain.
Ooze, Ex Str+1 Large or smaller. Does not require

Gelatinous (13) grappling; instead, the ooze simply moves
Cube over the target creatures as a standard
action. Ref negates (causing them to be
pushed back or to the side, their choice)
unless they make attacks of opportunity.
Engulfed creatures take 1d6 acid damage per
110
round and may be paralyzed. Even if not
paralyzed, subjects are automatically
grappled and cannot escape through
mundane means.
Purple Worm Ex Str Huge or smaller. 2d8+Str crushing, 8 acid.

(35) AC 17, 25 hp.
Tendriculos Ex Str Large or smaller. 2d6 acid (no crushing). AC

(28), 14, 25 hp. Fort save each round or be
-or- Con paralyzed for 3d6 rounds. Forces a new
(22) save each round against extending the
Tendriculos, paralysis.
advanced -or-
gargantuan HD-advanced gargantuan tendriculos is
Str strictly better if allowed.
(36),
Con
(26)
Tyrannosaurus Ex Str Medium or smaller. 2d8+8 crushing (why not

(dinosaur) (18 (28) derivable from Str?), 8 acid. AC 12, 25 hp.
HD)
Purple Worm is better, but this is pretty
stylish.
Incapacitate, Daze
Dazed isn’t as potent as stunned, but it’s quite difficult to become immune to daze. These are
solid, reliable disables.
Blue Whale Ex Str 1 round on successful hit with melee attack,

(Pathfinder) (42) which also does great melee damage. Fort
negates, but on a critical hit it also stuns for
1d4 rounds. The tail slap is also just
beautifully elegant. Note that you need a fly
spell or similar to use this out of the water.
Demon, Su 3/day Cha 60-ft radius, 1 round delay. Lasts 1d10

Nalfeshnee rounds. Does not affect demons.
Demon, Su 1/rd 20 Cha Whispers of Loss: Past Losses. Target one

Sorrowsworn creature within 60 feet. Free action. Lasts 3
(18 HD) (MM3 rounds. Will negates. Successful save
p36) protects for 24 hours. Be sure to adjudicate
Aura of Loss first for a potential -2 on the
save!
111
Hag, Sea Su 3/day Cha Evil eye. Target within 30 ft dazed for 3
days! Will negates, fear immunity protects.
Can be cured early with remove curse or
dispel evil.
Illurien (20 HD) Su 1/rd Cha Note: Illurien is, by default, not a legal
(unique) (MM5 shapechange form.
p90)
Storm of Visions: At the end of your turn,
creatures within 30 feet must make a Will
save or be dazed for 1 round as exotic truths
captivate their minds. Mind-affecting.
Also deals 1d6 Intelligence damage on failed
save. Successful save protects for 24 hours.

guaranteed disable that you can use as a free
action.
Necrophidius Su Pseudo Cha Dance of Death. Creatures within 30 feet are

(FF p126) -gaze dazed for as long as you keep dancing.
Will negates, but creatures succeeding on
the save but remaining within the area must
make a new save each round unless they
avert their eyes, which still only provides a
50% chance of not having to make a new
save.
This ties up your actions, but there aren’t

many mass daze effects.
Do note that your defenses are utter rubbish

(except for construct immunities, which are
still awesome), so don’t rely on this for
incapacitating anything that might kill you if it
makes the save.
Rime Sprite Su 3/day Cha Snow flurry. 100-ft range, single target, 1d4
(web) rounds. Reflex negates.
This is one of very, very few full incapacitates

that targets Reflex, and Cha-based save DCs
mean you have a good chance of it sticking.
Terrible defenses, though, so fly away
immediately if it doesn’t work.
112
Troll, War Ex Con 1 round on successful hit with a claw attack
(WotC website, (29) or any weapon, possibly including ranged
MM III) weapons. Fort negates.
Incapacitate, Fear
Panicked for 1 round per caster level unless otherwise specified
Androsphinx Su 3/day Cha Roar. 500 feet, panic for 2d4 rounds. Will
negates, androsphinxes immune.
Subsequent roars have additional effects.
target. Will negates.
Mother (20HD) target. Will negates.
(Lords of
Madness p136)
Canomorph, Su At will Cha As Shadow Mastiff, except you can use

Shadurakul verbal and somatic spell components and
(FF p27) look like whatever humanoid you want.
300-ft radius when barking or howling (free

action, as speech28). Panicked, 2d4 rounds.
Will negates, target cannot be affected for 24
hours regardless of whether it makes its save.
Sonic, mind-affecting fear effect.
Deathshrieker Su Always Cha Despair. No range limit! Anyone who sees

(18 HD) active you becomes paralyzed with fear for 1d4
(undead) (MM3 rounds. Will negates. Victim subsequently
p32) protected for 24 hours regardless of save
result.
Devil, Horned Su At will HD Cha 5-foot radius from self. Free action. Non-
devils only. Successful save protects for 24
hours.
Devil, Pit Fiend Su At will HD Cha 20-foot radius from self. Free action. Non-
(18 HD) devils only. Successful save protects for 24
hours.
Dragon, Bronze Su 1 per Con Breath weapon. Cone, 10 feet per size
1d4 (17-21) category, max 50 feet for huge. No HD limit.
28 My interpretation. Still only adjudicate once per round per creature.
113
rds Will save or be compelled to do nothing but
flee the dragon for 1d6 rounds plus 1 round
per age category (max 1d6+7 rounds). Mind-
affecting compulsion but NOT a Fear effect.
Note: This is different from the usual
Panicked condition because the subject
doesn’t flee other sources of danger
encountered while fleeing.
Eladrin, Ghaele Su Gaze Cha 60-ft range. Non-evil creatures and evil
creatures with >5 HD must save or be
panicked for 2d10 rounds. Evil creatures with
5 or fewer HD are slain on failed saves and
suffer the fear effect even on a successful
save.
Gambol (MM2 Su At will Cha Fear Aura when howling. 100-ft radius.
p109) Creatures must make a Will save or be
panicked for 1d6+1 rounds. Successful
save protects for 24 hours.
Gloom (25 HD) Su Gaze 20 Cha No range limit. Creatures must save or be
(epic) panicked for 20 rounds.
Golem, Su Gaze Cha 30 feet, 1d4 rounds. Golem immunities!

Demonflesh (24
HD) (FF p86)
Guardinal, Ex At will Cha Howl. 600-ft radius, does not affect celestials
Lupinal (MM2 and guardinals. Creatures up to 7 HD are
p43) panicked 4d6 rounds, 8 or more become
shaken. Will negates, protected for 24 hours
regardless of whether save is successful.
Moon Dog Su At will 12 Cha Bay. 80-ft radius, panicked, 12 rounds. Evil
(BoXD p179) creatures only. Successful save protects for
24 hours. Sonic, mind-affecting.
Moonbeast (18 Su Cha Continuous fear aura. 60-ft radius. Affected

HD) (MM2 creatures become paralyzed with fear for
p149) 2d6 rounds. Any time a creature comes
within range, it must make a new saving
throw. No subsequent protection from
successful save.
Your Own Pipes! Will negates, successful
114
Own Pipes.
Shadow mastiff Su At will Cha 300-ft radius when barking or howling (free
action, as speech29). Panicked, 2d4 rounds.
Will negates, target cannot be affected for 24
hours regardless of whether it makes its save.
Sonic, mind-affecting fear effect.
Siabrie (18 HD) Su Gaze Cha Gaze of Ruin. 30 feet. Creatures failing a Will
(web) save collapse into despair and can do
nothing but sink to the ground and sob until
the siabrie leaves or turns off the gaze (a free
action). Also illuminates a 60-ft radius.
Incapacitate, Misc.
Allip Su Always Cha Fascinate sane creatures within 60 feet for

active 2d4 rounds on failed Will save. Success
protects for 24 hours. Sonic, mind-affecting
compulsion.
Cloaker Ex At will Cha Nausea: 30-foot cone. Fort save or fall

prone and be nauseated for 1d4+1 rounds.
Sonic, mind-affecting. Success protects for 24
hours.
Cloaker Ex At will Cha Unnerve: Creatures enter defenseless

trance. Moan for 6 consecutive rounds,
Will negates, lasts until moaning stops. 60-ft
spread from cloaker. Sonic, mind-affecting.
Success protects for 24 hours. Also
immediate -2 penalty to attack and damage
rolls, no save.
Demon, Hezrou Ex Con Stench: 10-ft radius, continuous. Non-

(29) demons nauseated while in the area and 1d4
rounds after. Fort save for sickened instead,
and only while in the area. Successful save
protects for 24 hours. Delay poison or
neutralize poison removes either condition.
Demon, Su 1/min Con Breath Weapon: 40-foot cone of unholy

Myrmyxicus (24) black vapor nauseates creatures for an
(18 HD) (FF unspecified period of time (assume it at
29 My interpretation. Still only adjudicate once per round per creature.
115
p52) least lasts the length of an encounter). Reflex
negates. Lingers 1d6 rounds, presumably
nauseating anyone who enters as well. Also
deals 10d6 unholy damage to Good-aligned
creatures, plus another 5d6 for each round
they spend in the vapor.
This is one of very few nausea effects

targeting Reflex, and it’s not even poison-
based!
Dragon, True At will Con Crush. Ref save or automatically pinned.

(any Huge) (21-23) Default Small or smaller. Checks to escape
(19+ HD) allowed after the first round.
Ethereal Su At will Cha Brain Lock. Prevent target from conscious

Doppelganger actions or movement for 20 rounds (can be
(20 HD) (MM2 dismissed earlier). 300 feet. WIll negates.
p94)
The target is not stunned or helpless, but a
flying creature may fall because it cannot flap
its wings (some birds apparently can fly while
sleeping) and a swimming creature may
drown.
Note that, despite the name, nothing about

this ability says that it’s Mind-Affecting. It is
not clear whether the subject remembers the
elapsed time, although the fluff portion of the
text suggests it probably doesn’t.
Flesh Jelly (18 Ex Con Horrid Stench. 50-ft radius. Corporeal

HD) (MM2 (23) creatures up to 10 HD become nauseated
p104) for 2d6 rounds. Fort negates and protects
for 24 hours. At the end of the nausea
duration, victims still within the area must
save again to avoid relapsing.
Harpy Su At will Cha Captivating Song. All creatures within 300 ft

must save or walk to the harpy by the most
direct route available, taking no actions.
Within 5 feet, captivated creatures offer no
resistance. A second save is allowed if the
path takes the creature through a dangerous
physical area. Lasts as long as the harpy
sings (requiring actions to maintain) plus one
round. Successful save protects for 24 hours.
Sonic, mind-affecting charm effect.
Linnorm, Dread Ex At will Con Crush attack pins Large or smaller
116
(20 HD) (MM2 (31), creatures that the Dread Linnorm lands on
p142) Str and deals 4d8+1½Str per round. Ref
(40) negates. Affects as many creatures as fit in
its space. Victims remain pinned until you
release them or they escape the grapple (+31
fixed grapple mods - good luck with that!).
Crush damage repeats each round during
pin. It looks like you do not need to devote
actions to maintaining the pin.
Maulgoth (20 Ex At will Str Ethereal Jolt. Banish a target to the

HD) (FF p123) (29) Ethereal Plane. Standard action touch
attack, Fort negates.
- or - - or -
It’s a shame this targets Fort, but the save DC
Maulgoth, Str is based on Strength, which is super easy to
advanced (37) buff. This isn’t actually any better than most
gargantuan (21 other Fort-targeting Save-or-Lose effects, but
HD) (FF p123) it’s stylish as hell and works on almost
anything - ask your DM if it works on undead
and constructs given that it doesn’t actually
change living bodies.
Prismatic Roper Ex At will Cha Hypnotic Coloration. Fascinate any creature

(MM3 p141) that can see you. Will negates. Fascinated
creatures approach at walking speed.
Mind-affecting. Does not affect sightless
creatures. No subsequent protection from
successful save. Requires a standard action
each round to maintain.
Rogue Eidolon Su 1 per Cha Blood Spray. Turn a target against its
(MM2 p180) 1d4 friends. Single target, 30-ft range. Target
rds attacks its nearest ally using the best tactics
and items available (but no spellcasting).
Lasts 3d6 rounds.
Shimmerling Su At will Cha Dazzling Illumination. Fascinate any

Swarm (MM3 creature within 300 feet that can see you.
p152) Will negates. Unlike the prismatic roper and
the harpy, this does not draw fascinated
creatures toward you and maintaining the
effect does not consume actions. Standard
action to activate or deactivate. Mind-affecting
but not a charm or compulsion. Successful
save protects for only one minute.
Also emit light equivalent to a daylight spell.
Spirrax (26 HD) Su At will HD Cha Indifference Aura. Automatic at the end of
117
(MM5 p166) your turn. All creatures within 180 feet
must make a Will save or be affected as if by
calm emotions. They can still move, but they
can’t take any hostile actions or move more
than double their speed each round. The
effect lasts as long as the creature is within
range or until you attack it. Successful save
Sprite, Grig Su At will Cha Otto’s irresistable dance on non-grigs in 30

feet while fiddling. Bring Your Own Fiddle.
Will negates (not actually irresistible).
Vermin Lord (25 Su At will Con Vermin Cloud. Nauseate any creature within
HD) (MM3 (22) 5 feet when you end a movement. Fort
p184) negates. Only noteworthy because it’s fairly
surgical.
Vitreous Drinker Su Gaze Cha Horrific Gaze. 60-ft range, creatures must
(undead) (MM4 make a Fort save or be nauseated for 1
p174) round.
Short duration but great area of effect and

Cha-based save DC (unfortunately targeting
Fort though). Passable defenses, undead
immunities.
Yugoloth Su At will 18 Cha Hypnotic Gaze. This one is a bit of a puzzle,

Ultroloth (18 as the text doesn’t quite make sense. If you
HD) (MM3 interpret this as dropping a 30-ft radius
p204) spread anywhere within 280 feet or even a
10-ft radius spread anywhere within 30 feet,
it’s more precise than we often get with
shapechange and therefore noteworthy. If
you interpret it as gaze attack that operates
out to 30 feet, you’re better off with
Shimmerling Swarm for groups or Ethereal
Doppelganger for single targets.
Incapacitate, Paralysis
Androsphinx Su 2/day Cha Second roar in same encounter paralyzes

max non-androsphinxes in 250 feet for 1d4
rounds. Fort negates. Creatures in 90 feet
are deafened for 2d6 rounds with no save.
Archon, Su At will Cha All creatures in 100-ft radius, 1d4 rounds.
118
Trumpet Fort negates, sonic.
Beholderkin Su At will 12 Cha Eye ray. As hold monster. 150-ft range, free
Eye of the Deep action.
(LoM p138)
Beholderkin Su At will 14 Cha Eye ray. As hold monster. 180-ft range, free
Overseer (LoM action.
p139)
Dragon, Silver Su 1 per Con Breath weapon. Cone, 10 feet per size
1d4 (17-21) category, max 50 feet for huge. 1d6 rounds
rds plus 1 per age category, max 1d6+7 rounds
at Mature Adult (25 HD). Fort negates.
Gauth (lesser Su At will 8 Cha Eye ray - 100-ft range. 2d10 minutes, Fort
beholder) negates.
Lucent Worm Ex Attack Str 4 rounds on successful Crush (pin multiple

(22 HD) (FF (34), Medium or smaller!) or Bite attack. Fort
p118) Con negates. Bite automatically succeeds against
(25) grappled opponents with Improved Grab
(Huge or smaller).
If you can’t Crush a target due to size or high

Reflex save, Bite them as a Nightcrawler (Str
48!) and then switch to this to force a Fort
save against paralysis. Once they’re
paralyzed, switch back to Nightcrawler to give
them a negative level every round and get
some sweet, sweet temporary hit points.
Linnorm, Su 1 per Con Breath weapon. 120-ft line or 60-ft cone.

Corpse Tearer 1d4 (26) 1d6+12 rounds. Fort negates. Also Fort
(28 HD) (MM2 rds save against nasty linnorm fever disease (12
p143) hours, 1d6 Str + 1d6 Con).
Mummy Su Super Cha Despair. Anyone who sees a mummy must

(undead) -gaze! make a Will save or be paralyzed for 1d4
rounds. No range limit. Fear effect. Subject
cannot be affected again for 24 hours
regardless of whether it makes the save.
Nightwalker (21 Su Gaze Cha 30-ft range. Fort negates, lasts 1d8 rounds.
HD) (undead) Mind-affecting fear effect. Target cannot be
affected again for 24 hours regardless of
whether it makes its save.
Ooze, Ex Con Engulfed creatures must make a Fort save

Gelatinous (26) or be paralyzed for 3d6 rounds. They also
Cube take acid damage.
119
-or-
-or-
Con
Ooze, (30)
advanced huge
Gelatinous
Cube
Rast Su Gaze Cha 30-ft range. Fort negates, lasts 1d6 rounds.
Rejkar (MM3 Su Gaze Cha Freezing Gaze. 30-ft range. Fort negates,
p140) new save every round. Success protects for
24 hours.
This would be is strictly worse than the Rast’s

paralyzing gaze but for one thing: This is not
actually a paralysis effect and therefore
affects creatures immune to paralysis.
However, it does not affect creatures with
cold resistance/immunity.
Shrieking Su At will Con Shriek. Full-round action. All creatures

Terror, 5- (15) within 60 feet must make a Fort save or be
Headed (MM3 +5 “paralyzed with fear” for 2d4 rounds or
p154) until you attack them, move more than 60 feet
- or - away from them, or have line of sight blocked.
- or - Successful save protects for 24 hours. Mind-
Con affecting fear effect.
Shrieking (19)
Terror, 10- +10 The save DC on the 10-headed terror’s shriek
Headed (20 is insanely high despite being Con-based -
HD) (MM3 equivalent to having a Con score of 39 before
p155) buffs. Pop bite of the werebear on top of this
for (1) an insanely strange look and (2) a
save DC of 32+½HD.
Siege Beetle Ex On hit Str On successful Bite attack. 1d6 rounds, Fort
(20 HD) (MM5 (40), negates. Note that the sieged beetle is
p152) Con spec’d with Multiattack even though it doesn’t
(27) have feats. You also get free action bite
-or- attacks every round you hold a grappled foe,
-or- and your claws allow Improved Grab on a foe
Siege Beetle, of any size.
advanced Str
colossal (27 (48), Because the Constitution score is quite high,
HD) (MM5 Con this has one of the better save DCs for
p152) (31) Charisma-challenged shapechangers.
Spider Eater Ex On hit Con Injury poison from sting. No initial effect,
(21) secondary effect paralyzes for 1d8+5
120
weeks.
The attack bonus is awful, and the save DC is

mediocre, so consider using this after some
kind of other successful disable.
Tendriculos Ex Swallow Con 3d6 rounds for swallowed creatures. Fort

(22) negates.
-or-
Use Nightcrawler or - if you have Reserves of
Tendriculos, Strength - Garngrath to swallow, then shift to
advanced this to attempt paralysis. Be mindful of the
gargantuan difference in stomach sizes - Tendriculos can
only hold 2 large or 8 medium creatures. (If
your DM allows HD-advanced forms, you can
get 2 huge, 8 large, and 32 medium instead,
and the save DC increases by 2.)
Once you paralyze a bunch of them, switch

back to Nightcrawler to start killing them with
negative levels.
Xill Ex Con 1d4 hours on successful bite attack. Fort

(15) negates.
Incapacitate, Permanent
Abomination, Su 1 per Cha Howl. Free action. All creatures within 30

Marruspawn 1d4 feet fossilized as flesh to stone. Fort
(20 HD) rds negates but provides no protection in
(Sandstorm subsequent rounds.
p173)
Archon, Owl Su 6/day HD Con Eye rays turn target to stone. 120-ft range.
(BoXD p159) (18) Fort negates.
Basilisk, Su Gaze Cha 30-ft range, permanent petrification. Fort

Greater negates.
Beholder Su At will 13 Cha Eye ray. Flesh to stone as the spell. 150-ft
range, free action. Fort negates.
Beholder Hive Su At will 20 Cha Eye ray. Flesh to stone as the spell. 240-ft
Mother (20HD) range, free action. Fort negates.
(Lords of
Madness p136)
121
Beholder Su 1 per 14 Cha Eye ray. Permanently freeze target in time
Overseer (LoM round as temporal stasis spell. Free action, 180-ft
p139) range. Fort negates.
This is an amazing deal. This 8th-level spell is

normally touch range with a 5,000 gp material
component and spell resistance. You get it for
free, as a free action, at great range, and with
no spell resistance. The only downside is
that, unless you’re a Sorcerer or a Charisma-
based Druid (Rich Burlew homebrew), your
save DC will be lower than if you cast the
spell natively. But hey, if it doesn’t work, just
try again next round - it’s free, and you have a
ton of other great things you can do the same
round in this form.
This has great out-of-combat, preventative

potential as well.
One more caveat: Strictly speaking, as a

supernatural ability, this can’t be dispelled.
Which means reversing it requires the 9th-
level freedom spell. If you want it to be
temporary, you might be able to make a case
that the language of the spell specifically says
a successful dispel works, and strictly
speaking that specific exception overrides the
general restriction on supernatural abilities
and dispelling. Whether that’s a good thing
depends on how you want to use this, but you
have plenty of other options for killing at
range.
Devil, Amnizu Su At will 14 Cha Feeblemind Touch. As feeblemind, but

(MM2 p69) touch range.
Very poor defenses, so your best bet is to use

this on a helpless opponent you’ve already
captured for safe transport.
Gorgon Su 5/day Con Breath weapon, 60-ft cone of petrification

(21) gas. 1d4 round recharge. Fort negates.
Grisgol (19 HD) Su At will Str Permanent paralysis on successful slam

(MM3 p76) (18), attack. Fort negates. Can be reversed with
Cha remove paralysis or remove curse. Victim
looks dead to casual glance.
Having to make a slam attack limits the utility
122
of this - you’ll probably have to render your
target helpless somehow first. However, it
works against a target that’s immune to
petrification, and the vast majority of
permanent incapacitates are petrification.
Medusa Su Gaze Cha 30-foot range, permanent petrification, Fort

negates. Beyond 30 feet, or closer if veiled,
indistinguishable from a normal human.
Nishruu (MoF Su Speci Cha Touched spellcasters lose one spell slot per
p67) al round. Each time they do, they must make a
Will save or be affected by feeblemind.
This is a great way to prepare a captured

hostile spellcaster for transport after
disabling them - but note that you definitely
want to disable them first because your
defenses are absolutely terrible.
Notably, this is the only permanent non-death

disable I’ve found that isn’t opposed by a Fort
save. Unfortunately, it’s a mind-affecting
compulsion, so it still doesn’t work on
undead or constructs.
Incapacitate, Sleep
Abeil Soldier Su At will HD Cha Drone. Beat wings to create a droning buzz
(MM2 p23) sound that puts creatures to sleep as the
sleep spell. 60-ft radius spread, Will
negates. No HD limit. Abeils are immune.
This is a sonic, mind-affecting compulsion

effect. (Not explicitly stated, but inferred.)
target, no HD limit. Will negates.
Mother (20HD) target, no HD limit. Will negates.
(Lords of
Madness p136)
Dragon, Brass Su 1 per Con Breath weapon. Cone, 10 feet per size
1d4 (17-21) category, max 50 feet for huge. No HD limit.
rds 1d6 rounds plus 1 round per age category
123
(max 1d6+8 rounds). Will negates.
Guecubu (FC1 Su At will Cha Creature touched must make a Will save or
p41) fall asleep for 1 hour. Normal noise will not
wake the creature, but slapping or wounding
it will. Inferior to most options here but
mentioned because the Guecubu is naturally
invisible and incorporeal, making this a
superb stealth sleep option with very little risk
from failure.
Jackalwere (FF Su Gaze Cha Sleep Gaze. 30 feet, 5 minutes, Will

p107) negates. Creatures in combat get a +4 bonus
on their saves. No subsequent protection
from a successful save.
The beautiful thing about this is that

jackalweres also can use Alternate Form to
turn into any Medium humanoid, and this
ability still functions while doing so. That
means you can just walk around putting huge
numbers of people to sleep without arousing
much suspicion.
Naga, Dark Ex Con Injury poison with sting attack. Causes 2d4
(14) minutes of nightmare-haunted sleep. No HD
limit.
Pseudodragon Ex Con+2 Injury poison with sting attack. Sleep 1

(13) round / 1d3 hours. No HD limit.
Your Own Pipes! Will negates, successful
Own Pipes. Unclear whether the standard HD
limit applies; the charm person effect hits
many creatures when the standard spell does
not, implying that the usual limits are
irrelevant.
Sprite, Pixie Ex Cha+2 Sleep arrows. No HD limit, Fort negates.
Tirbana Su At will Cha+2 Sleep Drone. Living creatures in a 60-ft

Spawner (MM5 radius. Will negates. Permanent until
p174) damaged or actively awakened (standard
action per subject). Full-round action to
activate.
124
Incapacitate, Spectacular
This block is reserved for incapacitating effects that are so good they merit a special shout-out.
In general these will be effects that not only completely prevent a target from acting
meaningfully but also create a significant detriment to the target’s allies. Confusion effects do
not quite qualify because there is still a chance for a target to act intentionally and meaningfully
to its allies advantage.
Ragewalker Su None Cha Induce Blood Frenzy. Any creature coming

(22 HD) MM3 within 10 feet of a ragewalker must make a
(p132) Will save or fly into a “mindless killing frenzy”
in which it can do nothing but make melee
attacks against the nearest creature as of
when its turn starts. It cannot cast spells,
use skills, distinguish friend from foe, or even
talk. It gets a +2 untyped bonus to Strength
and a -2 untyped penalty to AC. If close
enough for a full attack, it must do so. If it isn’t
close enough to full attack but has an
unobstructed path to charge, it must charge.
Otherwise it must move and attack.
The frenzy lasts 10-minus-Wis-mod rounds,

minimum 1 (the victim’s Wisdom modifier, not
yours).
The Tactics Round-By-Round sections

indicates that you can in fact induce a blood
frenzy by moving toward your targets. It does
not make it clear whether you merely need to
move past them or must end your movement
with them in range.
You can ensure you aren’t the nearest

creature by using a second move action to
move away.
Since the killing frenzy is “mindless” and

“incoherent”, your victims probably lose the
“benefit” of abilities like Sneak Attack that
require deliberate selection and precision,
and a bard probably cannot inspire them
because they would no longer perceive
themselves as the bard’s allies (the bard
likely would feel the same if on the receiving
end of their attacks).
125
Incapacitate, Stun
Beholderkin Su 1 per Con Baleful flash: Free action, 60-ft cone. Blind
Eye of the round (18) for 2d6 rounds and stun for half of that.
Deep (LoM Fort save reduces blindness to dazzled and
p138) negates stunning.
This doesn’t have the guaranteed 1 round of

stun like the Hollyphant, but it’s a free action,
has the potential for longer duration, and
throws in lingering blindness on a failed save
as well.
Beholderkin Su 1 per Cha Eye ray. Free action, 180-ft range. 1d4
Overseer (LoM round rounds, Will negates.
p139)
As a single-target effect with short duration,
this would be unimpressive if not for the
impressive range, free action use that can be
used in conjunction with a bunch of other
amazing effects, and targeting Will instead of
Fort.
Brain Golem Su 1/min Cha Mind Blast. 60-ft cone, 3d4 rounds, Will
(FF p85) negates. Nice construct immunities.
Cranium Rat Su At will Cha Mind Blast. 60-ft cone, 3d4 rounds, Will
Swarm (FF negates. Nice swarm immunities.
p167)
Demon, Su 1/rd 20 Cha Whispers of Loss: Future Sorrow. Target one

Sorrowsworn creature within 60 feet. Free action. Lasts 2
(18 HD) (MM3 rounds. Will negates. Successful save
p36) protects for 24 hours. Be sure to adjudicate
Aura of Loss first for a potential -2 on the
save!
Demon, Vrock Su 1/hr Con Screech, non-demons in 30 ft. for 1 round.

(25) Fort negates.
Devil, Horned Su Str 1d4 rounds on successful melee attack.

(31) Fort negates. Hgh strength is used both to
hit and for the save DC.
Devil, Paeliryon Ex At will Cha Belittle enemies so forcefully that they’re

(18 HD) (FF stunned for 1 round. Standard action, 60-ft
p58) cone, will negates. Successful save offers
no protection against subsequent attempts,
but you can only affect a given creature once
126
per day. After being stunned, victims remain
shaken for 3d4 rounds. Mind-affecting.
Hollyphant is better until you run out, but this

is super stylish. Also, being an Ex ability, your
targets get no protection from being in an
antimagic field. A niche benefit, but
noteworthy.
Frost Worm Su At will 14 Cha Trill: Stun all non-frost-worms in a 100-ft

radius. Will negates. Condition persists until
1d4 rounds after worm stops trilling (assume
that trilling consumes all of the worm’s actions
for the duration). If a subject is attacked, or if
it is shaken violently as a full-round action, it
may attempt a new save. A successful save
Gauth (lesser Su Gaze Cha 30-ft range, 1 round. Will negates.

beholder)
Hollyphant Su 3/day Con Trumpet. 60-ft cone. 2d10 sonic damage,

(BoXD p176) (12) stun for 2 rounds. Fort partial - 1d10 and 1
round on successful save. Stunning on
successful save is awesome.
Malastor (20 Su At will Cha Stunning Roar. The first time you take
HD) (MMV +6 damage each round you can roar as an
p100) immediate action. All creatures within a
30-ft radius are stunned for 1 round. Fort
negates.
The wonky trigger condition (which you can

invoke by scratching yourself, effectively
making it a Standard Action that deals 1 point
of damage), short duration, and Fort save
negation are significantly offset by affecting
all creatures in a substantial area
simultaneously and getting a +6 racial bonus
on the Cha-based DC.
In general I like Hollyphant better for a

guaranteed short-duration large-area stun,
but if you run out of Hollyphant Trumpets,
Malastor is a decent backup.
Also deals 1d6 Intelligence damage on failed
127
save. Successful save protects for 24 hours.

guaranteed disable that you can use as a free
action.
Nymph Su At will Cha 2d4 rounds, Fort negates. Standard action,

target must be within 30 feet.
Slaad, red Su 1/day Con 1d3 rounds, all non-slaadi creatures within
(17) 30 feet. Fort negates.
Incorporeality
Also etherealness because they perform very similar function despite being a little different
technically.
Blink Dog Su At will 8 Blink as the spell. Free action to start or end,
no per-round limit.
Couatl Su At will 16 Ethereal jaunt, as the spell.
Deathshrieker Really nice AC (but not as good as Prismatic

(undead) Golem)
Dread Wraith 28 Dex! Powerless in sunlight… but they can

(undead) flee from it, so movement seems allowed.
Nice undead immunities.
Eladrin, Courre 24 Dex, Tiny size. Incorporeal globe form.

(BoXD p168) 60-ft perfect flight. Shed light in any radius up
to 30 feet (or none), free action to change.
60-ft perfect flight - and completely silent
unless wishing otherwise. Loses +4 natural
armor bonus but should gain +Cha deflection
bonus.
Eladrin, Ghaele Incorporeal globe form. 150-ft perfect flight,

weak but all-penetrating light ray attack with
300-ft range.
Eladrin, Tulani 22 Dex. Incorporeal globe form. 90-ft perfect

(18 HD) (BoXD flight, dream ray ranged touch attack deals
p171) 1d6 Charisma damage at 300 feet, no save.
Hoary Steed Su At will 20 Etherealness, as the spell.

(epic)
128
Kalaraq Quori Su Both base and swarm forms are incorporeal.
(18 HD) (SoS
p156)
Nightmare Su At will 20 Etherealness, as the spell.
Phase Spider Su At will 15 The best action economy for self-only

etherealness. Move action to shift from
Material to Ethereal, free action to shift from
Ethereal to Material.
You can shift, cast a (standard action) spell,

shift back, and change to a different form all
on the same turn.
Phoenix (20 Su At will Planar travel. A phoenix can enter and exit
HD) (MM2 the Ethereal Plane at will and navigate
p168) through it without error or risk. Not sure what
that means, but it sounds great!
Prismatic Possibly the best defensive form available.

Golem (20 HD) This is immune to just about everything you
(MM3 p71) can be immune to except energy damage that
doesn’t allow spell resistance. It also has
amazing AC. See “Defense, Physical” and
“Defense, Magical” for details.
Spirit of the Plus all-around vision, natural invisibility, 5-

Land (20 HD) mile telepathy, and 60-ft perfect flight.
(MM2 p189)
Inherent Weapons & Equipment

One instance per item unless noted otherwise. Vanishes when shapechange expires.
Archon, Sword Ex Transform both arms into +2 holy flaming

(BoXD p161) longswords. Free action in both directions.
May be able to transform one at a time.
Cannot be disarmed or sundered.
Archon, Su Trumpet can change to a +4 greatsword as a

Trumpet free action.
Concordant Su Concordant greatsword. +2 anarchic

Killer (19 HD) axiomatic holy unholy greatsword created as
(MM4 p34) a move action; dissipates if the concordant
killer lets go.
129
Note that, by rules as written, creatures who
are not True Neutral take 1-2 negative levels
while wielding the concordant blade.
Demon, Balor Su +1 vorpal longsword, large, shaped like a bolt

(20 HD) of fire or lightning
Demon, Su 4 Infuse Scythe: Up to 4 masterwork scythes

Myrmyxicus (18 can be infused with unholy magical energies,
HD) (FF p52) transforming them into +3 unholy scythes so
long as they remain in physical contact with
you. Full-round action to infuse each one.
If you’re playing an evil character, this is a

very stylish way to execute a whole bunch of
angels at once. Otherwise probably not super
useful.
Eladrin, Tulani Su At will Sword of Light. Create a +4 brilliant energy

(18 HD) (BoXD holy longsword as a free action. Vanishes if
p171) the tulani dies or loses contact.
Molydeus (19 Ex +1 dancing vorpal cold iron greataxe. Your

HD) (FC1 p47) DM may require you to first construct one
while in this form, which is an 8-hour ritual on
the 400th layer of the Abyss and therefore
requires 2-3 castings of shapechange or
Extend Spell metamagic. The DM will likely
throw hordes of demons and several books at
you while you undergo the ritual.
Spectral Rider Su Always Your incorporeal touch attack and any

(MM5 p160 active weapon you wield are automatically treated
as Unholy weapons.
Initiative
Dire Tortoise Ex Lightning Strike. Always act in the surprise

(Sand p151) round even if you’ve been noticed. Change to
a different form immediately.
Dread Wraith +13 with Improved Initiative (which you get).

Also incorporeal and has great touch AC.
Elemental, Air +13 Huge

+14 Greater (21 HD)
+15 Elder (24 HD), also has decent AC
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All have 100-ft perfect flight and DR 10/-.
Above numbers include Improved Initiative
(which you get).
Giant, Death +1+Cha

(23 HD) (MM3
p54)
Gloom (25 HD) +18

(epic)
Invisibility, Greater
Gloom (25 HD) Su Not invisible, but constantly silent as per the
(epic) silence spell. Quiescence grants a +20 racial
bonus to Move Silently checks.
Guecubu (FC1 Su Naturally invisible. Not subject to invisibility

p41) purge.
Invisible Stalker Su See invisibility shows the dim outline of a

cloud. True seeing shows a cloud of roiling
vapor.
Spirit of the Su Suppress or resume as a free action.

Land (20 HD)
(MM2 p189)
Sprite, Pixie Su Suppress or resume as a free action.
Will-O’-Wisp Ex Natural invisibility by extinguishing the glow.
Magic Circle Against Evil

Archon (all) Su HD Always active
Magic Circle Against Good

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Hoary Steed Su HD Always active, cannot be suppressed.
(epic)
Memory Loss
# TODO move to incapacitate
Ethereal Su At will Mind Wipe. Remove a subject’s memory of

Doppelganger your existence with a melee touch attack. No
(20 HD) (MM2 save.
p94)
If you interpret this as only affecting
memories of you while in Ethereal
Doppelganger form, it’s not cheese. However,
it would not be wholly unreasonable to
interpret this as pertaining to all memory of
your existence, period.
Maelephant Su 3/day Con Breath Weapon. 10 feet wide, 30 feet

(FF p120) (16) Long. Fort negates. Complete memory loss
including skills, feats, and use of all class
features including spellcasting. The subject
cannot tell friend from foe. Future memories
vanish every time the subject rests or sleeps,
so this is your best option for recreating 50
First Dates in D&D if that sort of thing makes
you happy.
This condition is permanent but can be cured

by any effect that cures poison (e.g. heal or
neutralize poison). Delay poison probably
allows for suspending the effect for the hours-
long duration.
Sprite, Pixie Ex Cha+2 Memory loss arrows. No damage. Lose all

memory except skills, languages, and class
abilities. Can be restored with heal, limited
wish, wish, or miracle.
Mind Blank
Construct (any) Limited - mind-affecting effects (charms,

(default Marut) compulsions, phantasms, patterns, and
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morale effects).
Nilshai (UE Su Full mind blank as the spell. Continuous.

p67) Strictly inferior to Yochlol but less likely to be
ruled unique.
Undead (any) Limited - mind-affecting effects (charms,

(default Dread compulsions, phantasms, patterns, and
Wraith or morale effects).
Nightshade)
Yochlol (FC1 Su Full mind blank as the spell. Cannot be

p54) dispelled.
Because the Yochlol can assume limited

human or elf forms (always beautiful women
but can’t duplicate specific individuals) as a
swift action, you can use this as a walking-
around form with full mind blank. It even has
decent physical stats. You may wish to keep
some clothes handy.
Minions!
Dread Wraith Su Spirits of humanoids slain by dread wraiths

become wraiths 1d4 rounds later and serve
the dread wraith until its destruction. Wraiths
drain 1d6 points of Constitution with a
successful melee touch (Fort negates).
Earth Whisper Su Cha+ Rebuke and Command earth creatures as

(Ros p187) 3/day an evil cleric rebukes and controls undead.
Earth elementals and xorns come to mind as
the obvious targets, but this actually includes
a surprisingly broad array of
creatures,including several dragon varieties,
a fair few outsiders, a couple of giants, and a
few fey - including oreads and ruin chanters.
Fiendwurm (24 Su 3/day Demonic Belch. Pulls 1d4 demons from the
HD) (MM2 p99) Abyss (Roll d%: 1-50 jovocs, 51-75 quasits,
76-100 vrocks). The demons cannot use any
summoning abilities until 1 hour after arriving,
but their transport is instantaneous.
The ability specifies that it brings the demons

to aid you, but it doesn’t explicitly state that
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you can control them.
Hullathoin (FF Su At will There are three aspects to a Hullathoin’s

p96) minionmancy:
1. As a standard action, pop a pustule

to emit a Bloodfiend Locust Swarm.
These attack living creatures
indiscriminately, dealing 3d6 swarm
damage and one negative level to
everything they swarm. There does
not appear to be any limit to the
number of these swarms you can
produce, and they appear to persist
indefinitely.
2. Any humanoid or monstrous

humanoid slain by the energy drain
(negative levels) from said unlimited
Bloodfiend Locust Swarms reanimates
as a Fiendish Vampire Spawn after
2d6 hours.
3. Rebuke and Command Undead as a

20th-level cleric. Fiendish Vampire
Spawn created by your Bloodfiend
Locust Swarms are automatically
under your control unless you can’t
pick up a new creature with their HD,
in which case you can choose
whether to leave them to rampage
indiscriminately or free a different
commanded creature to make room
for them.
The latency on your Fiendish Vampire Spawn

rising means you won’t actually get to control
them yourself unless you stay in the form for
an extended period of time. Alternatively, you
can go back and rebuke them later.
If you don’t need specific fine-grained control,

ejecting a bunch of Bloodfiend Locust
Swarms makes for a great Set It And Forget It
mechanism for destroying whole cities -
provided you don’t mind having the entire
population’s worth of Fiendish Vampire
Spawn left over. This is the sort of form that
creates legendary cities of the dead, so you
can base entire adventures on the fallout from
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this form. Your DM will may consider this an
Evil Act. You know, just a little.
Mockery Su Swallow Spawn Mockery Drone. Any humanoid

Monarch (20 reduced to 0 or fewer hp when inside your
HD) (MM5 stomach emerges from your “abdomen” at the
p126) beginning of your next turn. You need not be
in Mockery Monarch form for this to work - try
scooping up a bunch of people
simultaneously with Garngrath form and then
wearing them down until they’re close to 0, at
which point you can finish them off in
Mockery Monarch form. (If you overshoot, go
swallow more and try again.)
Mockery Drones are actually fairly potent,

albeit really stupid. They also are loyal to you
rather than enslaved, which means you can
probably keep them as minions after
changing form and even after shapechange
expires. Probably. They’re dumb enough that
object permanence is not a given, so you
might have trouble convincing them you’re
still you.
Myconid Ex At will Animation spores. Turn any dead body into a

Sovereign servant that functions as a zombie. It is,
(MM12 p157) however, not a zombie. It retains its previous
creature type and cannot be turned or
commanded. More importantly, this is not a
necromancy effect and is not evil. It takes
1d4 days for the corpse to animate, and it
slowly decays over the course of 1d6 weeks
until it disintegrates into dust.
The ability text doesn’t specify, but

presumably you command the servant
through Rapport spores. There is no limit
specified for how many or how many hit dice
you can create and command.
This isn’t particularly potent, and you need to

plan in advance a bit, but the duration is
fantastic, and you can get an arbitrarily large
number of fairly potent servants with access
to the right corpses (which, with
shapechange, you are quite proficient at
making).
Note that your servants can probably be
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raised because they are merely animated and
not actually undead. It may also be possible
for a necromancer to turn them into actual
undead, wresting control from you.
Nightcrawler Su 1/day Summon 9-16 shadows, 3-6 greater

(25 HD, shadows, or 2-4 dread wraiths. Appear after
undead) 1d10 rounds, serve for 1 hour. Boosted by
desecration aura. Wraiths drain
Constitution, shadows damage Strength.
Nightwalker Su 1/day Summon 7-12 shadows, 2-5 greater

(21 HD, shadows, or 1-2 dread wraiths. Appear after
undead) 1d10 rounds, serve for 1 hour. Boosted by
Nightwing Su 1/day Summon 5-12 shadows, 2-4 greater

(undead) shadows, or 1 dread wraith. Appear after
1d10 rounds, serve for 1 hour. Boosted by
Plague Spewer Su 4/day Vomit forth a rat swarm. You don’t get any
(undead) (MM3 control over it, but it also doesn’t disappear
p125) after an hour like most minion options - it
seems to be real and permanent.
Ragewalker (22 Su 3+Cha ½ Cha Control Living Spells as an evil cleric rebukes
HD) (MM3 per day HD and controls undead. You have to find the
p132) living spells yourself.
Rakshasa, Su 3+Cha 20 Cha Rebuke and Command undead just like a

Ak’chazar per day cleric. Per the Assumptions section, you must
(MM3 p134) stay in this form to maintain control. You can
control undead up to 10 Hit Dice and maintain
- or - control of up to 20 HD total at once.
Rot Reaver The Rot Reaver Necrothane is superior

Necrothane (20 because it can also maintain up to its Hit Dice
HD) (MM3 in zombies from Animate Dead (see below),
p143) although it also requires CL 20 to use.
Rot Reaver Su HD Animate Dead as the spell, except you may

(MM3 p142) only animate creatures into zombies. You
must also first afflict a target creature with
- or - Wound Rot while it’s alive, which requires first
hitting it with a cleaver (alas, you must supply
Rot Reaver your own) and then flicking it with your tongue
Necrothane (20 as a free action touch attack (which also
HD) (MM3 inflicts 1 point of Con damage).
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p143)
Your zombies remain animated when you
change to a new form, but (per Assumptions)
you must be in this form to command them.
Note that, while you can only command
undead whose total Hit Dice do not exceed
your own, you may animate an unlimited
number if you just want to populate the world
with undead.
Given the relatively low Strength, your best

bet for making this work is to first incapacitate
a target with some other effect - you have lots
of choices.
Ruin Chanter Su 1/week Call Ruin Elemental. 1-hour ritual with the
(20 HD) (MM5 side effect of conjuring a climate-appropriate
p132) storm for the duration. The called Ruin
Elemental serves you indefinitely until
destroyed. You can accumulate as many of
these as you like, so you might as well do this
weekly. Note that you probably won’t be able
to issue new commands except when in Ruin
Chanter form, but the elemental should keep
doing the last thing you ordered in the interim.
Ruin Elementals are pretty good, especially

for permanent free servants, and even more
so given that you can have a bunch of them.
Note that, as called creatures, they do
actually die when killed, so throwing away
their lives needlessly is not nice.
Note also that, should you abuse this to

accumulate dozens of Ruin Elemental
servants, your DM will probably punish you.
Shadow, Su 1d8 Strength damage on melee touch

Greater attack. Humanoids reduced to 0 die and rise
(undead) as shadows 1d4 rounds later, serving
indefinitely. Negative energy effect.
Siabrie (web) Su 1/day 20 Awaken Desert. As elemental swarm,

except:
● You can’t get water elementals
● All of the elementals appear
immediately
● The elementals have minor extra
abilities/bonuses
● It can be activated as a Standard
137
Action
So that’s 2d4 Large elementals, 1d4 Huge

elementals, and 1 Greater elemental, all with
maximum instead of average hit points,
appearing immediately with a Standard
Action, serving you for more than 3 hours.
Needless to say, this is absolutely fantastic.
Skull Lord Su 1/month Create Spectral Rider. Create a versatile,

(1 max)
(MM5 p154) loyal undead servant that lasts beyond
shapechange. Because the spectral rider is
loyal but not controlled, you should be able to
convince it to keep serving you after you
change form.
Note that you need multiple (generally 3)

castings of shapechange to stay in this form
long enough to perform the 12-hour ritual,
and it can only be performed under a new
moon.
Your spectral rider isn’t going to be doing any

level-appropriate combat for you, but it can
run errands and cast phantom steed at will. It
even can look like a living person, requiring
true seeing to pierce the deception.
Spectre Su Spirits of humanoids slain by spectres

(undead) become spectres 1d4 rounds later and serve
their creator until its destruction. Spectres
impart 2 negative levels with a successful
melee touch.
Ulgurstasta Su Swallowed creatures take 1d8 points of

(undead) (FF Constitution drain per round until they die.
p180) After that, they immediately30 gain the
skeleton template and lay dormant until you
- or - disgorge them.
Ulgurstasta, This form’s grappling is nothing special, so

advanced the right way to do this is to use Nightcrawler
gargantuan (18 or (better) Garngrath to do your swallowing
HD) (undead) and then change form to this. Ideally use a
(FF p180) tougher intermediate form to weaken your
victims first (a few options have paralysis) so
they can’t cut their way free - the gizzard in
this form is fairly vulnerable. Alternatively, do
30 Unless you’ve used this form’s breath weapon in the last day
138
some mass incapacitation up front and then
swallow-drain while they’re incapacitated.
(Garngrath is great for hoovering them up
quickly.)
Vampire Su 1/day Call 1d6+1 rat swarms, 1d4+1 bat swarms,

(undead) or 3d6 wolves. Arrive in 2d6 rounds, serve
(template) for 1 hour.
Vampire Su Humanoids and monstrous humanoids

(undead) drained to 0 Constitution rise 1d4 days after
(template) burial as vampires if they have 5 or more
HD or vampire spawn otherwise and serve
until released or the master is destroyed. Max
2*HD hit dice of enslaved vampires and
spawn, although enslaved vampires can
enslave vampires and spawn of their own.
Yak Folk (MM2 Su 1/day Summon and command an evil janni until the
p200) 2nd sunrise (never more than one at a time).
This is a really nice duration and gives you a
servant with flight, at will plane shift for
material/astral/elemental planes, and, for 1
hour per day, ethereal jaunt. Ask your DM if,
when performing tasks away from you, it
knows if you change form.
Note that the restriction on summoned

creatures using teleportation abilities is a
function of summon monster and summon
nature’s ally specifically - it does not apply
here.
Miss Chance
Cloaker Su At will 6 As blur spell. 1d4 rounds, shadowy areas

only.
Cloaker Su At will 6 Mirror image as the spell. Shadowy areas

only.
Garngrath (28 Su Dimensional shield. 20%, continuous.

HD) (MM5 p60)
Golem, Su Automatic concealment in any illumination

Shadesteel less than full daylight (daylight spell
(construct) (18 suffices).
139
or 27 HD) (MM3
p72)
Hoary Steed Ex Continuous obscuring mist effect. Should

(epic) leave a trail.
Nightmare Su Con* Concealment from smoke at 5 feet. Total

(16 or 24)
concealment at 10 feet. Also debuffs in 15-
foot cone in front of the nightmare for -2 to
attack and damage rolls until 1d6 minutes
after leaving the cone (breathe smoke by
default as free action each round).
Shadow Su Total concealment in any light short of

mastiff daylight (daylight spell is sufficient). For
comedic effect, GO FETCH any item
enspelled with daylight.
Nondetection
Abomination, Su HD Continuous.
Marruspawn
(20HD)
(Sandstorm
p173)
Abomination, Ex HD Continuous.
Chichimec (27
HD) (epic)
Class
Gnome, Su levels Continuous.
Svirneblin
Planar Travel
Demon, Su At will 12 Self-only plane shift

Bebilith
Ether Scarab Su At will Planar rip. Make a hole between your current
(MM2 p94) plane and another suitable for bidirectional
travel by creatures up to Large size. Lasts
1d4+1 rounds. Presumably you get a random
location on the other plane, but the ability
140
doesn’t specify.
Hoary Steed Su At will 20 Astral projection as the spell.

(epic)
Nightmare Su At will 20 Astral projection as the spell.
Phoenix (20 Su At will Planar travel. A phoenix can enter and exit
HD) (MM2 the Astral Plane at will and navigate through it
p168) without error or risk. This may mean immunity
to the effects of Astral Dreadnoughts.
Yak Folk (MM2 Su At will, Command Genie to get an evil janni to serve
p200) kinda you for 24-48 hours (second sunrise after
summoning). The janni can use plane shift
at will for the material, ethereal, and
elemental planes. Jann have no restriction
on bringing other creatures with them.
The restriction on summoned creatures using

teleportation abilities is a feature of summon
monster and summon nature’s ally
specifically and does not apply to this ability.
Possession
Bhut (FF p20) Su At will Corpsetheft. Inhabit a dead body to animate

it like a zombie. You can use Bluff and
Disguise to pretend the body is alive and not
possessed. When the body is reduced to 0
hp, you are ejected unharmed.
Don’t use this for combat - instead use it for

crafty things like starting a fight and leaving
your body behind to make it look like the
attacker is dead. It’s sort of a niche effect, but
it lets you do things that will make people very
nervous without putting yourself at any risk.
Note that you’ll need to make yourself

invisible somehow if you don’t want everyone
to see you eject.
Effigy (27 HD) Su Touch Cha Infuse. Steal target’s body on successful
(MM2 p89) attack incorporeal touch attack. Will negates.
at will Target takes 2d6 fire damage and 2 negative
levels per round. Opposed Wisdom check
141
each round to maintain control.
Ghost (undead) Su At-will HD Cha No receptacle required, but must try to merge
(template, LA with target’s body, moving into its space (no
+5) attack of opportunity). Will negates.
Successful save protects for 24 hours.
Unclear what happens if you change form
again after possessing, but a second casting
of shapechange should affect the possessed
body - which you can combine with Death
Throes or a phoenix’s Immolate to great
effect. (Because shapechange already gives
you access to several save-or-die abilities as
well as plenty of blasting, this really isn’t as
broken as it sounds - it’s just really badass.
Don’t expect your DM to give you new
phoenixes as pets.)
Guecubu (FC1 Su At will Cha Sleeping humanoids and animals only. Can
p41) ride passively, communicate with host, or
control outright. Will negates. A successful
save doesn’t wake the target - they have no
idea that you even tried. Since you’re invisible
and incorporeal, just keep trying until it works.
While possessing a creature, you’re basically
invulnerable - any attack against the creature
harms it, not you.
Prevent Resurrection
Barghest Su At will 50% chance creature can be brought back

with wish, miracle, or true resurrection. Check
once at time of feeding. Advances strength of
Barghest form only (suggested house rule).
Demon, Ex Sentient living creatures only. 50% chance

Maurezhi (FF creature can be brought back with wish,
p50) miracle, or true resurrection. Check once at
time of feeding. Can access the memories
of consumed creature and assume the
form/shape of consumed creature. Must
begin feeding within 10 minutes; requires
30 minutes to complete. Advances strength
of Maurezhi form only (suggested house rule;
different advancement conditions and
benefits from Barghest’s Feed(su) - read FF
142
entry for details).
Kalaraq Quori Su Any target reduced to 0 Wisdom by the

(18 HD) (SoS Kalaraq’s incorporeal touch dies instantly,
p156) and its soul becomes bound to one of the
Kalaraq’s eyes. As long as the soul is bound,
it cannot be resurrected by any means - not
even wish or miracle.
It is unclear what happens to the soul when

you leave Kalaraq form. Ask your DM if you
can hold onto the souls in the same way that
equipment you can’t wear in a new form
melds into your body and becomes inactive
when you change. This has some seriously
nice flavor to it, and you’d be able to access
the victim’s memories by returning to this
form.
Siabrie (web) Su At will Con Sandtouch. Any creature damaged by the

(20) attack must make a Fort save or be
transformed into magical sand. Wish, miracle,
or true resurrection is necessary to restore life
to a creature so transformed.
Because the effect is tied to damage, you

should be able to use this on enemies you
have already killed, although they probably
will still get saving throws.
Splinterwaif Su 1/min Transform any humanoid or fey corpse into

(MM3 p165) into a Medium-sized thorny bush. Requires a
full minute of concentration and must start
over if interrupted. Transformed creatures
cannot be restored except through true
resurrection, miracle, or wish. While not as
potent as some other options, this is perhaps
the most stylish option I’ve seen for inhibiting
resurrection. It is also definitely not evil.
Protective Aura
(double magic-circle against evil, lesser globe of invulnerability)
Angel (all) Su HD
Eladrin, Ghaele Su HD
143
Eladrin, Tulani Su HD
(18 HD) (BoXD
p171)
Guardinal, Su HD
Leonal
Hollyphant Su HD Standard globe of invulnerability; but no

(BoXD p176) magic circle against evil. Wards only the
Hollyphant. Small form only.
Random Goodness
This section is reserved for unique effects that are bad-ass, powerful, or otherwise noteworthy
but are too specific to fit in another reasonable category.
Crawling Head Su Limited HD Absorb Head. Any Large or smaller creature

(28 HD) (FF you behead with Vorpal Bite can be
p35) swallowed as a free action. Heads that have
been stored at least 1 round can be absorbed
as a free action to heal you as though
targeted with a harm spell (which, because
you’re undead, functions like heal) or to grant
a +6 enhancement bonus to one ability
score for 1 hour.
You’ll need to prepare this by biting off a

bunch of heads up front. Since you need to
roll at least a natural 19 get a vorpal
beheading, you’ll be doing a lot of biting to
store up a bunch. Alternatively, nothing says
you can’t use it as part of a coup-de-grace,
which grants an automatic critical and
therefore an automatic beheading. The ability
also doesn’t specify that the head has to be
fresh, but your DM might call Shenanigans if
you try to argue that.
Once you have a bunch of heads harvested

(max 1 per your HD), they should be there for
you whenever you shift into this form.
Handy! ...Heady?
Demon, Su At will Cha Love them to death - literally!

Succubus
Act of passion, kiss, or grapple. Imparts
negative level and suggestion to accept more
144
of the same. Will negates suggestion, Fort
save only prevents permanent level loss.
Comes with great disguises from Change
Shape.
Since a single kiss is sufficient to impart a

negative level, you should be able to impart at
least one per round. Ask your DM if greater
*ahem* intimacy allows for draining more
levels.
Dragon, Tome Su At will Free Metamagic. When using metamagic

(Dragon 343, p feats to modify spontaneously cast spells,
43) up to +1 spell level adjustment (+2 for Old at
24 HD) is free. You must supply the
metamagic feats yourself.
You can ask your DM if you can prepare

spells with Free Metamagic, but it’s not
covered in the description. You could perhaps
make a case for losing only the free
metamagic and not the whole spells if you try
to cast while not in Tome Dragon form, but
that conflicts with the fluff on how prepared
spellcasting works (PHB glossary, p313) and
has no crunch support.
Note that few DMs allow Dragon Magazine.
Dwarf, Midgard Su 1/year 20 Wis Curse. As bestow curse but with unlimited
(Frostburn range! Not actually all that potent, but the
p124) unlimited range makes it pretty cool. Wisdom
is very buffable thanks to owl’s insight, so
druids and their friends can really rock out the
save DC for this. The target must have
wronged you in some way.
Ethereal Defiler Su Always Cha Anchoring Aura: Prevent creatures within

(22 HD) (MM5 Active 20 feet of you from leaving. Teleport effects
p54) flat-out do not work within a 20-ft radius of
you, and any creature attempting to move out
of the area by other means must make a Will
save to do so. Successful save protects for
24 hours.
Glimmerskin Su At will Heroic Bond. Grant another creature your

(MM2 p114) feats as long as you’re bonded!
Glimmerskin’s stock feats are only useful for

combat (you don’t get them, but you have
145
better ways to contribute to combat anyway),
but your feats may allow for some interesting
options, e.g. letting an ally pay her own damn
XP costs for crafting magic items.
This also grants a +4 untyped bonus on

melee attack rolls and a +2 armor bonus to
AC, but that pales in comparison to what you
can contribute on your own.
Lilitu (FC1 p43) Su 1/day Cha Buff Charisma, saves, and weapons for
one ally, plus other nifty benefits
Lilitu’s Gift. Grant one willing or helpless (Will

negates) creature a +2 profane bonus to
Charisma and saving throws for 24 hours
or until hit with dispel chaos. Subject radiates
chaos for alignment detection. Natural and
wielded weapons are treated as chaotic for
bypassing damage reduction.
This also grants unlimited-range telepathy

with the subject, including across planes, and
allows concentrating to perceive through the
subject’s senses. Monitor subject as though
with status. Wording suggests that
suggestion and similar spells can be cast on
the subject through the link.
Subject also gets a nifty tattoo of your name

written in Abyssal somewhere on the
subject’s body - you choose where. Subject
can’t see tattoo, but everyone else can.
Willingly accepting the gift from a real Lilitu is

considered a chaotic act - ask your DM if that
applies when you use it. Given that it’s
channeling chaotic power, it probably should.
Lilitu (FC1 p43) Ex Automatic success on Use Magic Device
Use any magic item as though you’ve made a

successful Use Magic Device check,
including alignment emulation. Allows you to
emulate minimum caster level and ability
scores but not boost beyond minimum.
If your DM doesn’t allow Fiendish Codex 1,

Yak Folk (MM2 p200) effectively gets this for
magic staffs only. Not as good, but still
146
potent.
Mockery Su Consume Language. Gain the ability to

Monarch (20 understand the language of any humanoid
HD) (MM5 you consume. It doesn’t specify that they
p126) have to die, so I think you just have to
swallow them. You might even be able to
swallow them in a different form, switch to
Mockery Monarch to digest them a little, and
then (optionally) spit them back out.
This is a great way to learn languages,

especially from people who are really trusting
and/or stupid. Or, you know, people you
dominate or incapacitate with a different
form’s abilities.
The ability specifies that you can’t actually

speak the language, but that’s probably
because a Mockery Monarch isn’t capable of
any humanoid speech. Once you change
forms, it should probably work - although you
might have to practice making new sounds
first, so you probably won’t sound native.
Nabassu, Su Cha Extra target for beneficial spells

Mature (FC1
p49) Vampiric Link. Establish a connection with a
living creature within 30 feet. Will negates.
While linked and within range, damage the
subject afflicts on the Namassu also affects
the subject, and any spell the subject casts
on the Namassu also affects the subject
regardless of whether the original cast
penetrates spell resistance or whether the
Namassu makes its saving throw.
In addition to being nifty for reflecting hostile

spells, this lets you get free casts of beneficial
spells from your allies. Cleric buddy about to
cast mind blank? Have him cast it on you and
channel it back to him for free.
Phasm Su At will Gain cosmetic access to illegal creatures

(but not their abilities or qualities)
Alternate form lets you assume the shape,

physical ability scores, gross physical
qualities, and (probably) racial skill bonuses
of creatures up to Large size regardless of
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hit dice and uniqueness.
I don’t know of anything specifically useful

you can do with this aside from (poorly)
impersonating a god, but it’s cool.
Quell (Libris Su 3+Cha HD Cha Intercession. Cripple divine casters by

Mortis p116) per preventing them from turning/rebuking
day undead and casting divine spells. Functions
as Turn Undead - the Turning Check
determines the highest level caster (by class)
you can affect, and Turning Damage
determines the total HD you can affect. Lasts
1 minute unless your HD is at least twice the
target’s divine class level (in which case it’s
probably easier to maul them to death), which
extends the duration to 24 hours. There is no
indication that you can skip friendly divine
casters, so position yourself carefully.
This is a nifty, if somewhat unpredictable, way

to incapacitate enemy casters more powerful
than you are. Note that Turning is a Charisma
check (no saving throw!), so effects that
improve Charisma checks (e.g. a Circlet of
Persuasion, good hope) improve this as well.
With good Charisma, you could easily pump
this up high enough to affect level-appropriate
enemy casters reliably.
Shaedling Ex At will Shadow Gossamer. Create any mundane

(MM5 p148) item up to 15 lbs. Lasts 1 round after
leaving your hands. Swift action.
This is fairly niche, but it’s also pretty cool.

Never spend time looking for tools again. Or
your keys.


148
from the Siabrie anyway) ends the effect, but
it probably should.

can cover a170-mile radius minimum if you’re
willing to keep it up long enough. Doing so
without question crosses the Cheese
boundary.
Siege Crab (20 Be a 30-ton giant, armored, deadly

HD) (MM3 amphibious submarine tank. Seriously.
p156)
This thing is a beast. It has some serious
protection due to its Force Carapace (Su),
which grants a +10 deflection bonus to AC
and a +8 resistance bonus to saves. DR
15/adamantine provides a solid buffer on
anything that beats your 37 AC. It has 60-ft
movement both walking and swimming. The
trample effect isn’t particularly damaging, but
it’s a nifty effect. 4 claw attacks provide
passable melee damage, and the bonus feats
(Cleave, Great Cleave, and Power Attack)
make it hell on wheels for playing whack-a-
mook. Most importantly, there’s a shielded
passenger space inside, and that space fits 1
Large creature or 4 Medium or small ones. It
also offers total cover and total concealment
to passengers when the hatch is closed
(standard cover and concealment if open).
If you’re a druid with Natural Spell or anyone

with Silent Spell, ask your DM if you can treat
creatures in your shielded compartment as
cargo for purposes of master earth and
teleport.
One note of caution: Do not under any

circumstances allow yourself to be dispelled
or disjoined while you have friends in your
belly. Bad things will happen to all of you if
you do. Changing form to something
incorporeal should be fine though.
Visilight (MM3 Su At will Eat others’ Charisma! When you pin a living
p186) creature, you can drain 1d6 points of
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Charisma from it each round - and your
Charisma score increases by the same
amount. You can increase your Charisma to
arbitrarily high levels this way, limited only by
how much you can find to eat. The temporary
Charisma points fade at a rate of 1 per hour,
so use them wisely while you have them.
Note that, because this is ability drain, your

victims will never recover on their own - they’ll
need a restoration spell. If you have a cleric
buddy who can cast it, finding volunteers and
footing 100 gp per “victim” isn’t a bad way to
do this. Alternatively, if you like hunting for
your own food and aren’t particularly sporting,
you can drain animals just as well as
humanoids with this ability (although it won’t
give you the same fluff satisfaction).
This form has abysmal grapple checks, but a

paralyzed victim automatically loses. You
have myriad ways of inflicting paralysis -
including this form’s own gaze attack, which I
didn’t bother listing in “Incapacitate, Paralysis”
because there are other, better options there.
I interpret the temporary Charisma as

equivalent to temporary hit points, which
means they should persist after changing
form. This is a fantastic way to supercharge
your shapechange abilities. I recommend not
draining more than one creature at a time lest
your DM come down with the banhammer on
this. Boosting your Charisma by 10-20 is
plenty - don’t be greedy. Unless your DM
tolerates arbitrary amounts of cheese, in
which case go forth and devour the world.
Yugoloth, Su At will Impart 1d4 negative levels per round to an

Yagnoloth unconscious or stunned creature by placing
(MM2 p204) your head against the victim’s flesh. This isn’t
actually useful because you have any number
of ways to finish off an unconscious or
stunned creature, but it’s pretty badass.
Random Mayhem
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Behemoth Colossal size. Incubate anything.
Eagle (21 HD)
Blue Whale Colossal size. Combine with a fly spell for

(Pathfinder) fun and profit. Combine with animal growth
for even more. Animal growth can only target
up to Gargantuan creatures, which is
interesting because this is basically the only
thing for which that’s ever relevant.
Centipede, Colossal size. Sit on anything. Block

Colossal anything.
Monstrous (24
HD)
Dragon Turtle Ex Capsize. Surfacing under a vessel may

capsize it. <20 feet long, 95%. 20-60 feet
long, 50%. >60 feet long, 20%.
Eladrin, Firre Su Gaze Cha 60-foot radius. Creatures meeting the gaze
(BoXD p169) burst into flames, taking 2d6 fire damage
(no save), and must make a Fort save or be
blinded as blindness/deafness. Humanoid
form only.
Jackalwere (FF Su Gaze Cha Combine Alternate Form (any Medium

p107) humanoid) with 5-minute, 30-ft Sleep Gaze to
put ridiculously large swaths of people to
sleep.
Living Su At will 10 Con Holocaust Winds. As control winds but also

Holocaust (FF (17) adds 3d6 fire damage per round (Reflex
p117) half). Standard action to activate or
deactivate. Only one active instance at a
time.
The caster level is fixed, giving you a 400-ft

radius and limiting you to 3 levels of
increased or decreased wind strength. Ask
your DM whether that lets you start at Severe
or Wind Storm level - it depends on whether
you use the table on Weather Effects or the
list included with the spell.
Despite these limitations, this is an effect that

lets you utterly destroy armies of ordinary
soldiers or level villages without expending
any resources beyond casting shapechange.
Living Ex Con As Magmin (see below) but with a 30-ft

Holocaust (FF (17) radius, better save DC, and better mobility.
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p117)
Magmin Ex Con Ambient 20-foot radius of intense heat

(13) causes 1d6 fire damage per round but is
negated by a successful Fort save against a
low DC. Noteworthy only because it’s fun
being an invisible magmin in a crowded room
full of normal people. Also ignite combustible
materials by touching them, but any fire
elemental can do that.
Living Holocaust is strictly better, but Magmin

is Core.
Night Twist Su 1/day? Cha Despair Song. Semi-permanent,

(MM3 p110) compulsive, deadly, geas-like crushing
despair to every creatures with 6 or better Int
in a radius of 50 feet per HD (nerfed in errata
from 5 miles per HD, presumably because
that would depopulate small countries - I think
they should have split the difference and
done 500-1000 feet per HD, but that’s just
me). Will negates.
In addition to the debuff, creatures are

compelled to “seek out the source of their
sorrow to the neglect of all other tasks or
needs, including eating or sleeping.” If
restrained such that it cannot do try to find the
night twist, it takes 1d10 points of damage
every evening until either it dies or the curse
is broken. Notably, the effect doesn’t say
whether the victim knows the night twist’s
direction or distance, and either way provides
a distinct mayhem advantage. (It’s possible
that the direction is supposed to be provided
by the subsequent night’s song.)
Moving outside the range of the effect does

not break the curse. Only three things can do
that: Limited wish (or better), getting hit by the
night twist’s slam attack, or the night twist’s
death.
For shapechange purposes, changing form

should suspend the effect, so you have to
stay in shapechange continuously to make
the most of this - although there is some
hilarity to be had being able to turn the curse
on and off at will. Night twists are capable of
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speech (even though they rarely do so), so
you can use teleport to move rapidly beyond
reasonable seeking range if you want to leave
a whole village or castle or fortress disrupted
and incapacitated.
Ooze, Ochre Ex Split in two instead of taking damage when

Jelly or (Elder) struck with a slashing or piercing weapon (or
Black Pudding electricity for Ochre Jelly). Each new ooze
has half the hit points (FRD) of the original.
Can’t split below 10 hp, although the text
suggests that slashing/piercing/electricity still
do no damage. You should control all of the
split oozes, but it’s unclear what happens if
you change form after splitting. At a minimum,
if you gather all of the split oozes back
together, that should let you change to
another form with the sum of all their HP.
Don’t expect the DM to let you take a new
form for each split ooze.
If you want to take this to crazy extremes, see

instead Protean Scourge under “Cheese”.
Plague Spewer Su At will Cha Plague (duh). Spread a highly-contagious

(undead) (MM3 and fairly devastating supernatural disease.
p125) Incubation period 1 minute, damage 2d4 Dex
and 2d4 Con. Only remove disease or similar
magical treatment can cure someone once
infected - making successful saves two days
in a row just keeps you from taking the ability
damage on those days. Expect to wear out
the local clerics quite quickly - and probably
kill them as well, because every disease-
curing spell I know of except mass heal (a
9th-level spell) is touch range and therefore
immediately exposes the caster.
Here’s the real kicker: “The plague is spread

by contact and does not require injury.” The
fluff text further confirms that victims can
spread it merely on contact. All you have to
do to get the ball rolling is make a touch
attack with a +10 Str bonus.
Because this is so virulent (think Ebola but

with an incubation period of 1 minute instead
of 2 to 21 days), you can easily infect large
swaths of population. Ironically, your plague
will probably last longer if your save DC isn’t
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too high, because the victims will know
they’re trouble immediately if they fail the first
save after incubation and might take steps to
avoid spreading your plague further.
Remember that biological warfare is highly

random. You might plan to infect only one
city, but if a local wizard gets infected and
immediately teleports to another city for
treatment, you’ve started a pandemic. If that’s
your schtick, great, but be careful otherwise.
Another word of warning: Once you return to

your natural form, you’ll be as vulnerable to
your plague as everyone else unless you take
adequate precautions.
Finally, keep in mind that any victim Huge

size or higher that dies from your plague will
rise as a plague spewer in 1d4 days. If you
infect a city that uses elephants for labor, this
is really the gift that keeps on giving. You
monster.
Ravid Su 20 Once per round, animate random object

within 20 feet as animate objects.
Automatic, no action required. Great for
birthday parties.
Rylkar Harridan Su Always Con Contaminate. Any food or drink that comes
(MM5 p136) active (24) within 20 feet is automatically rendered foul
and poisonous. The poison is moderately
potent (1d6 Con/1d6 Con), but the real point
is just how quickly you ruin huge stockpiles of
supplies. Great for sieges.
Note that this also affects potions, although

they should still function. Just don’t ruin your
own.
Teratomorph Su Touch Con Entropic Touch. Target suffers randomly-

(28 HD) (MM2 attack (20) rolled transmutation. Fort negates.
p194) at will
1d20
● 1-7: Physical Mutation - 1d6 Strength or
Dexterity drain
● 8-13: Tissue Annihilation - 2d4 Constitution
drain
● 14-18: Transformation - 5d20 damage and
polymorph any object (CL 20) into form
determined by DM (random or specific). Errata
removes PAO effect and renames this to
154
“Fleshwarp”.
● 19: Bonding - stick to target and auto-
succeed at grapple check. 4d6+Str
bludgeoning damage and a new Entropic
round on each subsequent successful grapple
check.
● 20: Absorption - target dies instantly and
leaves no trace of body. (Do not expect the
DM to let you gain the permanent Hit Die and
treat it as a new class level.)
Teratomorph Su 1 per Cha Portalwake. Random creature in 120 feet

(28 HD) (MM2 round transported to a random plane as with plane
p194) shift. Automatic. Reflex negates.
Teratomorph Su Spell Warp Reality. 120-ft emanation when moving

(28 HD) (MM2 Level or attacking. Terrain warps and writhes,
p194) imposing a -4 penalty on attacks and
Dexterity checks for everyone except the
teratomorph.
10% chance each round of manifesting a pair

of spell duplications for 1 round (save DC
10+SL, teratomorph unaffected):
1d20
● 1-4: Entangle and obscuring mist
● 5-8: Color spray and glitterdust
● 9-12: Stinking cloud and spike growth
● 13-14: Spike stones and cloudkill
● 15-16: Insect plague and mind fog
● 17-18: Acid fog and transmute rock to mud
● 19: Fire storm and reverse gravity
● 20: Earthquake and prismatic spray (roll
once for all affected creatures)
Titan Ex The titan retains its ability to use a weapon

sized for Gargantuan creatures even while
using Change Shape to take a Small form.
Rerolls
Arcadian Su 3/day Elude Chance. This isn’t a reroll - instead,

Avenger (MMV you can Take 10 on a saving throw as an
p8) immediate action. You do have to be in this
form already, but if you know you have to
make a Will save soon and have a rough idea
of the DC, this can be fantastic. (Less
fantastic for Reflex and Fortitude saves due
to crappy stats.) Ask your DM is you can
155
combine with foresight to change to this form
upon recognizing the danger and still
squeeze off this ability.
You can also use this on an attack roll, but

that’s pretty useless in this form.
Strictly speaking, there’s no time limit on how

long can elapse between invoking Elude
Chance and when you apply the effect, but
don’t expect your DM to allow you to switch
forms in between.
Note that if your Charisma score is 30 or

better, any form that adds Cha to saves gives
you a bigger bonus than the maximum
improvement from Taking 10 - but that
doesn’t protect you from a Natural 1.
Temporal Su Con / Time Slip. Reroll any single die roll. Free
Drake (web) day action. Use whichever roll is better. Use
before determining success or failure.
This form has poor defenses, so use this form

when you know in advance you’re about to do
something tricky.
Tirbana Su At will Negate Enchantment. Unlimited rerolls for

Eyewing (MM5 anyone against active enchantment effects.
p172) Most recent first effect first.
If you have party members with poor Will

saves, this is your new best friend.
Vasuthant Ex 3/day Reality distortion. As a free action (no more

(undead) (MM3 than once per round once per round), reroll
p182) any unfavorable die roll
or force another to reroll. No save. It’s like
being a Fatespinner for free.
Vasuthant, Ex At will Reality distortion as ordinary Vasuthant, but

Horrific at will. If you can hit CL 25, always use the
(undead) (25 Horrific version.
HD) (MM3
p183)
Vasuthant, Su 3/day Alter Past. As a free action (no more than

Horrific once per round), go back and replay your last
(undead) (25 turn. This is the “Oops, did I do that?”
HD) (MM3 power. Free action to become this thing, free
156
p183) action to reverse the previous turn, try again.
You should discuss with the DM exactly how

this works - it’s unclear if this is only intended
to affect your current turn or if you can go
back and redo the previous turn. The text
suggests the latter, but that’s both seriously
overpowered (meriting moving it to “Cheese”)
and incredibly annoying for bookkeeping.
Expect to have books thrown at you if you
use this too often.
Regeneration
Saving Throw Boost

Use these when you know in advance you have a save coming up and want to make sure you
pass. Unless your Charisma is sky-high to the point that it dwarfs deficiencies in Dexterity and
Constitution,, this is only useful for Will saves.
Astral Stalker Su Unearthly grace. Cha bonus to saving throws

(MM3 p12) and as a deflection bonus to AC. 21 Dex, 23
Con. Can cast spells with verbal and somatic
components.
Grimweird Su Unholy grace. Cha bonus to saving throws

(MM3 p75) and as a deflection bonus to AC. Dex 13, no
Con score, undead immunities to a whole
bunch of negative conditions and any effects
allowing a Fort save unless it also affects
objects. Can cast spells with verbal and
somatic components.
Night Twist Su Unholy grace. Cha bonus to saving throws

(MM3 p110) and as a deflection bonus to AC. Dex 6, Con
- or - 29 (Con 34 for Ancient), plant immunities.
Night Twist,
Ancient (25
HD) (MM3
p111)
Nymph Su Unearthly grace. Cha bonus to saving throws

and as a deflection bonus to AC. Dex 16, Con
157
12. Can cast spells with verbal and somatic
components.
Verdant Prince Su Unearthly grace. Cha bonus to saving throws

(MM4 p172) and as a deflection bonus to AC. Dex 26, Con
18. Can cast spells with verbal and somatic
components.
Skill Bonuses
Balhannoth Ex Camouflage grats a +15 racial bonus on Hide

(MM4 p15) checks and allows hiding in any sort of
natural terrain (presumably without needing
cover or concealment).
Chronotyryn Ex Knowledgeable: Make all Knowledge checks

(Fiend Folio, as though you have a minimum of 10 ranks in
p33) the relevant skill. Never look ignorant again!
Demon, +8 racial bonus on Intimidate checks (don’t

Klurichir (20 forget to add another +8 for Huge size!)
HD) (FF p49) +8 racial bonus on Sense Motive checks
Demon, Ex/Su 10 Assume shape of any humanoid creature

Maurezhi (FF whose corpse you have consumed in this
p51) form. +22 stackable bonus (+10 untyped, +12
circumstance) to Disguise checks
impersonate said creature. You also gain
access to the creature’s memories.
Devil, Xerfilstyx Knowledgeable. Same as Chronotyryn above;

(FF p59) mentioned only because Chronotyryn is
vulnerable to being banned due to its Dual
Actions.
Gloom (25 HD) +20 racial bonus on Move Silently checks on

(epic) top of a +18 Dex bonus
+18 Dex bonus also boosts Hide nicely
Golem, +16 racial bonus on Move Silently checks

Shadesteel +12 racial bonus on Hide checks
(MM3 p72)
Haunt, Ex Font of Knowledge. Make checks as if you

Taunting (MM5 had max ranks in all Knowledge skills. You
p82) are considered trained.
158
Congratulations - you are now a legit expert
on all things.
Hound of the +8 racial bonus on Hide and Move Silently

Hunt (20 HD) on top of +11 Dex bonus
(MM5 p202) +4 racial bonus on Spot and Listen
Imp, Bloodbag +8 racial bonus on Heal checks

(FF p98)
Imp, Euphoric +8 racial bonus on Craft (Alchemy) checks.

(FF p99)
Iron Cobra (FF +10 enhancement bonus on Hide and Move

p103) Silently checks.
Rakshasa +4 racial bonus on Bluff and Disguise

checks. Increases to +8 against anyone
-or- whose thought you’re reading. Disguise
bonus stacks with Change Shape for +14
Rakshasa, (or +18) total.
Naztharune
(MM3 p136) Naztharune Rakshasa (non-Core) is strictly
better, granting the same abilities but with
better stats, Improved Evasion, Improved
Uncanny Dodge, and Hide in Plain Sight.
Snatch
Roc (18 HD) Str Technically you don’t get feats with
(34) shapechange, but ask your DM if you can
have this for the cool factor. Be sure to point
out all of the incredibly game-breaking things
you aren’t doing while in Roc form. (This
seems like something that shouldn’t require a
feat anyway - every bird of prey does this as
a basic part of survival. The roc just happens
to be bigger.)
Sonic Immunity
159
Sound Imitation
Ahuizotl (FF Su At will Bluff Mimic voices with ease. Bluff check (not a
p14) save!) to deceive someone into believing
mimicry of a specific person’s voice.
Dragon, Blue Ex At will Cha Mimic any sound or voice it has heard. Will
(juvenile or save to detect.
older)
Kenku (MM3 Ex At will Bluff Mimic any familiar sound, voice, or accent.
p86) Duplicate a specific individual’s voice with a
Bluff check opposed by Sense Motive.
Spell Duplication, Misc.

Assassin Vine Su At will 4 Wis Entangle. Free action to start or end! 30-ft
radius around self. You probably have to stay
in this form to maintain the effect.
Balhannoth Su Always 10 Dimensional lock, as the spell except mobile

(MM4 p15) active and always centered on you. You can
probably suppress this if you want to teleport
yourself, but it’s probably easier just to
change to a different shape (especially since
that can get you free teleporation).
Banshee (MM2 Su 1/day 18 Diminish plants. Stunt growth effect only. ½-

p30) mile radius.
Beholderkin Su At will 14 Major creation. Eye ray. Full-round action,

Overseer (LoM 180-ft range.
p139)
HD?
Corollax (MM2 Su At will Cha Color spray. Exactly as the spell. Not super
p51) useful due to the HD limitations (which is why
I’m not listing it under Incapacitate), but this
has the niche advantage of being long-term
harmless and coming from a non-threatening
form.
Dread Wraith Su Deathwatch. 60 foot radius, continuous.
Delver Ex 1 per 15 Stone shape. 25 cubic feet.

10
mins
160
Ethereal Su At will 9 Dex Dimensional anchor. No save, no SR. You
Slayer (MM2 (19) do still need to make a ranged touch attack.
p96)
Glitterfire (MM3 Su At will HD Cha Glitterdust. You must first Engulf the target,
p92) x2 which allows either a Reflex save to avoid or
an attack of opportunity against your horrid 14
AC, or hit with a slam attack, which at 13 Str
isn’t even worth trying. As usual, glitterdust
allows a Will save to avoid the blindness but
no save against the glitter.
This also deals 5d6 fire damage (Ref half) as

fireball, which is barely worth calling out.
Goristro (FC1 Su 3/day Fixe Earthquake. Invoke with a stamp. 80-ft

p40) d31 radius. Goristro are immune.
Gravecrawler Su At will 20 Speak with dead. Only one specific corpse

(25 HD) (MM2 per week. No save?
p118)
Greenvise Su 2/day Acid fog. Death Fog replicates the spell with
(MM2 p120) the following changes:
● Speed is reduced to 1/10th normal
(instead of 5 ft)
● Area is a 60-ft radius, 40-ft high
cylinder (instead of 20 and 20)
● Acid damage is 3d8 instead of 2d6
● Duration is 3d6+1 rounds (instead of 1
round/level)
● Severe wind takes 1d2 rounds to
disperse (instead of 1 round)
● Imposes a -2 circumstance penalty on
melee attack and damage rolls
● A greenvise is immune to acid and is
not impeded by its own death fog and
can move and fight freely
Guardinal, Su At will 20 Cha Dismissal. As the spell, except you must

Cervidal (MM2 touch a single target with your horns and can
p43) target any summoned or conjured creature as
well as extraplanar ones.
The high caster level makes this fairly

effective because it adds to the special save
DC (although, unfortunately, the target’s hit
dice subtract from it). The downside is that
your defenses will be terrible.
31 Earthquake has fixed save DCs for all of its effects. This has nothing to do with the Goristro.
161
Guardinal, Su 3/day HD Cha Holy word. Roar. 60-ft cone. Deals extra
Leonal 2d6 sonic damage, Fort negates sonic
damage only.
Hound of the Su At will HD Str Dimensional anchor. As the spell when

Hunt (20 HD) on hit (45) landing a bite attack, except only lasts 1
(MM5 p202) round. Hi Strength means odds of hitting are
very good. No save.
Living Su At will HD Cha Blasphemy! You must first Engulf the target,
Blasphemy which allows either a Reflex save to avoid or
(MM3 p93) an attack of opportunity against your awful 17
AC, or hit with a slam attack, which at 17 Str
is barely worth trying.
Realistically speaking, you’re better off with

Sorrowspawn Demon if you want to daze
anything that isn’t immune to mind-affecting
stuff. But this is cool, so it’s here anyway.
You can also banish non-evil extraplanar

creatures with this, and the -4 penalty on the
save significantly offsets them getting to save
twice.
Living Su At will HD Cha Dictum, Holy Word, and Word of Chaos.

Dictum/Holy x2 Don’t even pay attention to the main spell
Word/Word of effects unless fighting slightly lower-HD
Chaos (MM3 enemies that have poor Reflex saves but
p93-94) good Fort and Will. Otherwise you have much
better options for stunning, blinding, and
probably even slowing.
Instead, use this to banish extraplanar

creatures. They get 2 saves, but the first
targets Reflex (which is usually the weakest
at high levels) and the second is at a -4
penalty. You could also theoretically hit them
with a Slam attack instead of allowing the first
save against Engulf, but that’s not going to go
well against anything with decent AC.
Moon Dog Su At will 12 Cha Dismissal. 40-foot radius while howling.

(BoXD p179) Evil extraplanar creatures only. Multiple
howling moon dogs combine their effect,
increasing the caster level by +2 for each
extra dog. This also increases the save DC
by 2 due to the special Will save DC for
dismissal. The effect repeats each round of
howling.
162
When a moon dog howls, all evil creatures in
a 40-foot radius also take 1d4+1 points of
damage and suffer the fear effect from the
moon dog’s ordinary baying.
Moon Dog Su At will 12 Cha Dispel evil when barking.

(BoXD p179)
Night Twist Su HD Cha Gust of Wind. As the spell, except the range
(MM3 p110) is 120 feet instead of 60. Free action!
Nightmare Su HD Cha Nightmare. Every intelligent creature that

Beast (MM2 falls asleep within a 10-mile radius is
p161) subject to the effect. Will negates. No action
is required. Modifiers for knowledge of and
connection to subject do not apply. A victim is
protected from subsequent affliction for 24
hours regardless of success or failure on the
save. Dispel evil cast on a victim does not
affect the nightmare beast, but the nightmare
can be negated with a successful dispel
magic or remove curse.
Use this to dampen the morale of armies.
Nightshade Su Desecrate. 20-foot radius continuous

(any) (undead) emanation, as the spell cast in a shrine of an
evil power. Should be possible to lower this
as a Standard action. May also cut off deities’
connections to shrines and altars!
Prismatic Su 1 per Con Prismatic spray. Breath weapon. 50-foot

Dragon, 1d4 (23-25) cone.
Wyrmling or rds
Very Young
(23-28 HD)
(epic)
Razor Golem Su At will 15 Con Blade barrier. A razor golem can partially
(web) (-) duplicate the spell by separating itself into its
component razor discs as a full-round action.
The wall must be set vertically, but you can
move at half speed while in this mode.
Moving the wall through a creature’s space is
adjudicated as though the wall had been cast
in their space initially (Reflex negates).
Note that your DM will probably not allow you

to treat this as a [Force] effect.
163
Note also that you can still be attacked in
razor wall form and that your damage
reduction is wholly bypassed by bludgeoning
weapons. Since you have a much larger
surface area in this form, you can be attacked
by an awful lot of creatures at once.
Sanguineous Su At will Cha Blood Spray. Duplicates a grease spell with a

Drinker (MM5 fixed 1-minute duration. Swift action! Deals
p142) 5 points of damage to you.
Scaladar Su Always Arcane sight as the spell.

(Waterdeep active
p138)
Shadow Spider Su At will HD Con Grease. Silk slick coats up to 100 square feet
(MM2 p184) (20) per round (full-round action). Functions as the
spell. Dries up and ceases to be slick when
the duration expires.
Spectral Rider Su At will 7 Phantom steed. As the spell, except you can
(MM5 p160) use it as a swift action. Unfortunately the
caster level is too low to get any of the special
features, but it still lets you create hundreds
of super-fast mounts for individual creatures.
Great for outfitting an army for a few hours.
Not much point in using it for just yourself
unless you want a mount after shapechange
expires.
Susurrus (MM3 Su Always HD Detect undead. Nothing fancy about it.

p170) active
Vasuthant Su Always Deeper darkness centered on you. Radius

(MM3 p182) active doubled to 120 feed for Horrific, and
- or - darkvision (not just low-light vision) is
Vasuthant, required to see in it.
Horrific (25 HD)
(MM3 p183)
Wizened Elder Su At will HD Speak with plants as the spell.

(MM4 p180)
Yugoloth Su At will HD Con Bestow curse as the spell. Poor save DC.
Corruptor of (17) Touching with melee weapons is sufficient to
Fate (MM4 inflict the curse.
p190)
164
Spell Resistance
See “Defense, Magical”
Spell Turning/Counterspelling
Beholderkin Su 1 per Eye ray: Reactive Spell Immunity. Free

Overseer (LoM round action to negate effect of one incoming spell
p139) regardless of whether it allows spell
resistance. Must hit caster with ranged touch
(180-ft range). Only you are shielded even
for multi-target or area spells.
Must not be flat-footed against caster.
Also has spell resistance 23 in case you miss.
Beholderkin Su 1 per Eye ray: Reactive Spell Turning. Free action

Overseer (LoM round to reflect one incoming spell back at caster
p139) regardless of whether it allows spell
resistance. Must hit caster with ranged touch
to reflect (180-ft range), but the spell still
fizzles harmlessly even if you miss.
Must not be flat-footed against caster.
It is unclear whether you can use this against

a spell cast from out of range.
Mockery Su Always Infinite Spell Turning. Fabulous.

Monarch (20 active
HD) (MM5
p126)
Mosslord (20 Su Always Mental Reflection. 50% chance of reflecting

HD) (web) active any targeted mind-affecting attack initiated
within 100 feet. The attack affects the
originator instead of the target, and the
Mosslord gains control (if applicable). Mind-
affecting attacks against the mosslord are
always reflected (but as a plant it’s immune to
mind-affecting effects anyway).
165
Spellcasting
You generally do not get spellcasting from shapechange, but some creatures have it as an
Extraordinary or Supernatural ability, which you do get. I do not recommend using it (see
“Assumptions”). For prepared casting, you must still prepare spells, which takes 1 hour unless
stated otherwise. Spontaneous casting should just work - use the default list of spells known.
You should discuss with your DM how using spellcasting from multiple forms overlaps across
forms, particularly when the subsequent form has the same type of casting (even if it’s at a
different spellcasting level) as there are no rules for this. One semi-reasonable interpretation
would be to track spells per day for each type of casting and count slots prepared/used in any
form as occupying slots for the same type of casting in subsequent forms. If your DM isn’t
comfortable with this, just let it go - there’s plenty of other goodness to be had with
shapechange.
Ethereal Su Cha Assume Identity. This lets you steal or borrow

Doppelganger non-deity-granted powers from another
(MM2 p94) creature, and it explicitly does grant
spellcasting that doesn’t come from deities
(you can get up to 2nd-level cleric spells, but
that’s it). You also get just about everything
else the subject can do unless it’s a deity-
granted ability.
In order to use this, you must maintain

unbroken physical contact with the
subject for 1 hour per subject hit die. This
will probably require multiple castings of
shapechange. A willing subject can forgo the
saving throw; Will negates otherwise.
You also get the subject’s mind, all of its

memories, its personality, and its alignment. If
you act against the subject’s alignment, you
get forced back to Ethereal Doppelganger
form for 1d10 rounds.
If the subject dies, you immediately revert to

Ethereal Doppelganger form and lose access
to its abilities.
The interaction with shapechange must be

inferred. I would interpret it as letting you
have one subject on standby at a time and
only being able to access that subject’s power
in Ethereal Doppelganger form. This could be
a really fun way to duplicate a party member.
Hobgoblin Ex Int Arcane Talent. 9th-level wizard casting.
166
Warsoul (MM5 Spellbook required.
p87)
Kuo-Toa Ex Wis Divine Talent. Full-blown 8th-level cleric

Exalted Whip abilities - spellcasting, domains, domain
(MM5 p95) powers, and Rebuke Undead. The full
package. Note that you probably still need to
find a deity willing to grant you spells.
Lilitu (FC1 p43) Ex Cha Mock Divinity. Cast spells as a 9th-level

cleric. Demonic and Trickery domains. No
spontaneous conversion, domain powers, or
Turn Undead.
Saving throw DCs and bonus spell slots are

determined by Charisma, not Wisdom. This
is probably the best free spellcasting you can
get if you’re a sorcerer, sublime chord, etc.
Perhaps more importantly, this is perhaps the

only truly plausible option for getting divine
spells with shapechange - with anything else,
I’d say you would have issues convincing the
appropriate deity to grant you spells, but Lilitu
is explicitly faking it.
Telekinesis
Beholder Su 1 per 13 Cha Eye ray - 150-ft range, free action. Up to 325
round lbs. Will negates when targeting creatures.
Beholder Hive Su 1 per 20 Cha Eye ray - 240-ft range, free action. Up to 375
Mother (20 HD) round lbs. Will negates when targeting creatures.
(LoM p136)
Beholder Su 1 per 14 Cha Eye ray - 180-ft range, free action. Up to 350
Overseer (LoM round lbs. Will negates when targeting creatures.
p139)
Dweomervore Su 1 per 10 Con Breath weapon. 100-ft range. Attempting to

(Waterdeep 1d4 (15 or hurl a creature (up to 250 lbs) allows a Will
p134) rds 19), save (unfortunately Con-based), but combat
Cha maneuvers (which cannot last beyond your
- or - turn) use your Cha in place of Str or Dex.
Dweomervore, Also manipulate objects up to 5 lbs

Advanced telekinetically at a distance of 60 ft. Can use
167
Large Sleight of Hand to lift an attended item
(Waterdeep without being noticed. Magic and attended
p134) items get a Will save to negate (Cha-based).
Ghost (undead) Su 1 per HD Cha

(template, LA 1d4
+5) rds
Guecubu (FC1 Su At will HD Cha Can use even while possessing another
p41) <21 creature. Thrown, non-weapon objects
always deal 2d6 damage regardless of
weight.
Telepathy
This might let you qualify for Mindsight - ask your DM!
Abomination, Su 1000 feet, any language

Chichimec (27
HD) (epic)
Abomination, Su 200 feet, any language

Marruspawn
(20 HD)
(Sandstorm
p173)
Couatl Su 90 feet, any language, even non-sentient
Demon (most) 100 feet
Devil (most) 100 feet
Djinni 100 feet
Elder Brain (26 Su 350 feet. Automatic awareness of thinking

HD) (LoM p144) creatures within range, regardless of line of
effect, unless they have mind blank or similar.
Formian Queen Su 50 miles, any creature she’s aware of.

(20 HD)
Kalaraq Quori 500 feet, any language

(18 HD) (SoS
p156)
Meenlock (MM2 Ex 300 feet, any language

p146)
168
Modron, Su 405 miles or 420 miles respectively, any
Secunus (18 language. Four hundred miles!
HD) or Tertius
(MotP WE p16- Unlike the Formian Queen, you don’t have to
17) be aware of your communicants.
Moon Dog Su Only 50 feet, but this can be combined with

(BoXD p179) Shadow Pattern and Bark/Bay/Howl for
interesting effects.
Nightshade 100 feet

(any) (undead)
Spirit of the Su 5 miles, any creature that has a language (no

Land (20 HD) necessity of awareness?)
(MM2 p189)
Teleportation
Archon (all) Su At will 14 As greater teleport. Self plus 50 pounds of

objects
Bar-Lgura Su At will Cha Abduction. As greater teleport, but can bring

(Fiendish only 1 large or 2 medium or smaller
Codex I p29) creatures along with it. Unwilling creatures
get a will save to negate.
Note: Depending on interpretation, this may

not be legal for shapechange use. It’s
probably intended to be a modification to the
greater teleport SLA. Ask your DM -
compared to all of the other abusive things
you could be doing with your action, they may
allow it.
Blink Dog Su At will 8 Free action. Self-only, never appears in a

solid object, limited to 720 feet.
Nerra, any (FF Su At will Mirror Jump. Super limited but not a
p127) teleportation effect because you move
through the Plane of Mirrors rather than the
Astral Plane. It still probably doesn’t work in
dimensionally locked areas, but it might let
you get around in areas that are warded
against teleportation specifically. Plus it’s kind
of cool.
169
Essentially you can enter any mirror and then
immediately exit from another mirror less than
one mile away. There’s a 30% chance that
any given highly reflective surface (clear
glass, still water, or shiny polished metal) is
suitable for starting a jump, but there must be
a real mirror within range for you to exit -
otherwise you wander the Plane of Mirrors for
a bit and exit another random mirror when
you find one.
Honestly, this isn’t super useful, but it feels

really stylish.
Tongues
Archon (all) Su 14 Always active
Angel (all) Su HD Always active
Demon, Su 12 Always active

Succubus
Eladrin (all) Su 14 Always active
Eladrin, Ghaele Su 14 Always active
Elemental Su 18 Cha Free action. Can cast on others.

Weird (any)
(MM2 p90)
Vorpal Weapon
Use these for an epic coup de grace.
Demon, Balor Su +1 vorpal longsword, large, shaped like a bolt

(20 HD) of fire or lightning
Molydeus (19 Ex +1 dancing vorpal cold iron greataxe. Your

HD) (FC1 p47) DM may require you to first construct one
while in this form, which is an 8-hour ritual on
the 400th layer of the Abyss and therefore
requires 2-3 castings of shapechange or
Extend Spell metamagic. The DM will likely
170
throw hordes of demons and splatbooks at
you while you undergo the ritual. However,
the text does support an assertion that the
first axe is automatic and only if that axe is
destroyed must you make a new one.
Razor Boar Ex Vorpal tusk, functions on any critical hit

against creatures up to Huge size. Strength
27.
Water Breathing
Dragon, Black Ex Breath weapon, spells, and other abilities all

work underwater.
Dragon, Bronze Ex Breath weapon, spells, and other abilities all

work underwater.
Dragon, Gold Ex Breath weapon, spells, and other abilities all

work underwater.
Dragon, Green Ex Breath weapon, spells, and other abilities all

work underwater.
Giant, Storm Ex Comes with continuous freedom of

(19 HD) movement for unrestricted underwater
combat.
Wild Empathy
Nymph Ex Cha HD+6 (racial bonus)
171

3.5 Shapechange Handbook

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3.5 Shapechange Handbook

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An Answer for Everything:

The D&D 3.5 Shapechange Handbook

What Shapechange Does and Does Not Do

● What changes when you change.

● What does not change when you change.

A small number of templates are presented in the original sourcebooks as non-unique

9 Specifically… (footnote spread across two pages due to size)

*If your DM allows HD-advanced forms

● Prismatic golem (MM3 p71, 20 HD):

● Shadesteel golem (MM3 p72, 18 HD):

● Angel, Solar (22 HD) or Planetar

● Devil, Pit Fiend (18 HD) or Horned

● Gloom (25 HD)

● Zodar (FF p199)

12 Except magic missile and maze

Ability Score Reduction, Charisma

Abomination, Su At will Cha 2 points of Charisma drain, 4 points on

Ability Score Reduction, Constitution

Devil, Xerfilstyx Su Str Blood drain. 1d4 points of Constitution drain

This is a pretty stylish way to kill something

Dread Wraith Su Cha 1d8 points of Constitution drain on

Molydeus (19 Su Con Poison on free action Snakebite attack (2d6

Naga, Guardian Ex Con Spit poison up to 30 feet as a standard

Phiuhl (FF Ex Con Death Gas. Mobile cloud of poison that

With 30-ft perfect flight, you can spread this

Ulgurstasta Su 1/day Con Breath weapon. 60-ft cone of necromantic

Honestly, the better use of this form is to

Ability Score Reduction, Dexterity

Formian Ex Con Poison with successful Sting. 2d6 Dex

Mosslord (20 Su 6/rd Str Mossy Transformation. Grappled creatures

Victims drained to 0 Dex collapse into inert

Ability Score Reduction, Intelligence

Even if it’s potentially only 1 round, this is a

Phthisic Ex Str 1d4 Intelligence damage on successful bite

Ability Score Reduction, Multiple

Banshee (26 Su Gaze- Cha Horrific Appearance. Any living creature

This is probably meant to be ability drain,

Ethergaunt Su Gaze Cha Stupefying gaze. Any creature within 30 feet

Ghost (undead) Su Gaze- Cha 1d4 points of damage to each of Strength,

Ability Score Reduction, Strength

Ephemeral Su 1d6 Strength damage to any creature whose

Hag, Sea Su Cha Horrible appearance. 2d6 Str damage upon

Purple Worm Ex Con Poison on successful sting. 1d6 Str / 2d6

Roper Ex Dex 6 strands per round on full attack. Each

Shadow, Su 1d8 on melee touch attack. No save.

Vasuthant, Su Str 1d4 on successful grapple. No save. May

Ability Score Reduction, Wisdom

Allip Su 1d4 Wisdom drain on incorporeal touch

Lamia Su 1d4 Wisdom drain on touch attack. No

Meenlock (MM2 Su 1 per Cha Rend mind. Mind-affecting phantasm deals

Balhannoth Su Grapple Str Suppress magic items and prevent use of

Beholder Su At will 13 150-ft cone. No action to activate or

Beholder Hive Su At will 20 240-ft cone. No action to activate or

Absorb Magic has a number of useful

Note of caution! Use foresight to protect

Also note that charged magic items lose

Sarkrith Thane Su 1/day 5-foot radius, free action. Lasts a number of

This immediately (but temporarily) yanks you

Zern Su 3/day 7 20-ft radius. Lasts until start of next turn.

Eladrin, Firre Su At will HD Cha Inspire Courage, Inspire Competence,

Lillend ??? 6/day HD Cha As a 6th-level bard. It’s not listed as Ex or

Combat ● Hydra. 12 attacks of opportunity!

Craft Wand ● Varrangoin, Arcanist (Fiend Folio, p82)

Improved Bull ● Geriviar (26 HD; Monster Manual III, p52)

Quick formula: Max = 1004^((Str-10)/10)2^Size*(Orientation) Light = Max/3