Powerphage

Written by Shane O’Connor

Art by Anthony Cournoyer.

Skortched Urf’ Studios

P.O. Box 2315
Centreville, VA 20122
skortched.urf.studios@gmail.com
www.skortchedurfstudios.com

Dungeons & Dragons and Wizards of the Coast are trademarks of Wizards of the
Coast Inc., in the United States and other countries, and are used with permission.

The“d20 System” and the “d20 System” Logo are trademarks of Wizards of the
Coast, inc., and are used according to the terms of the d20 System Licence, version
6.0. A copy of this licence can be found at www.wizards.com/d20.

POWERPHAGE
“That’s a neat trick you can do…”
Many people are jealous of the powers
displayed by the heroes and monsters that share
the world with them. These larger-than-life figures
command potent magic with a thought, and have
mystic abilities as natural to them as their arms
are to the common man. Yet most ordinary folk
manage to put aside this petty envy and continue
on with their lives. A small number of people,
though, become obsessed with such thoughts,
burning with jealousy that others are so gifted
while they are denied. As their obsession takes
them over, they learn the secrets of how the brain
controls the supernatural aspects of the body just
as it does the natural ones, and that by ingesting
certain portions of a creature’s brain, they can
steal these powers for themselves. These are the
powerphages.
BECOMING A POWERPHAGE
Surprising for such selfish individuals, most
people who become powerphages are taught by
other powerphages. These mentors usually teach
others their forbidden arts hoping to broaden their
pool of available powers to steal; specifically,
that an apprentice will steal a very useful power,
and then the mentor powerphage can kill them
and eat their brain, taking it for themselves. Far
less commonly, powerphages are taught their
unholy skills by brain-eating monsters, such as
cerebrovores or even the neh-thalggu.
Hit Dice: d6.
ENTRY REQUIREMENTS
To qualify to become a powerphage, a
character must fulfill the following requirements.
Alignment: Any evil.
Base Attack Bonus: +5.
Skills: Bluff 5 ranks, Disguise 5 ranks,
Knowledge (arcana) 5 ranks.
Special: Must be taught by a powerphage,
or another creature that consumes brains.
CLASS SKILLS
The powerphage’s class skills are Bluff (Cha),
Concentration (Con), Disguise (Cha), Forgery (Int),
Gather Information (Cha), Hide (Dex), Intimidate
(Cha), Knowledge (arcana) (Int), Move Silently (Dex),
Sense Motive (Wis), Spellcraft (Int).
Skill Points per Level: 4 + Int modifier.
CLASS FEATURES
The powerphage’s greatest power is that he can
steal the powers of others. The rest of his abilities allow
him to get close enough to them to do so. All of the
following are class features of the powerphage.
Weapon and Armor Proficiency: Powerphages
gain no additional armor or weapon proficiencies.
Consume Power (Su): As a full-round action
that provokes an attack of opportunity, a powerphage
may remove the brain from a dead body and consume
it. Doing so allows the powerphage to steal one of
the dead creature’s supernatural or spell-like abilities,
which he then permanently gains. Only one spell-like
or supernatural ability may be taken from a consumed
brain. A stolen power may be used as often as the
original creature could use it.
A powerphage may only consume the brains of
creatures within one size category of himself; smaller
creatures do not have enough brain matter to make
stealing their powers possible, and larger creatures have
brains too big to effectively consume. A brain must be
consumed within one minute after death (unless it has
been preserved with gentle repose or similar effects) for
the powerphage to absorb its powers.
A powerphage may only have as many stolen
powers equal to his class level. If the powerphage
consumes a power in excess of this limit, he may
choose to lose a power so as to make room for the
new one. The caster level for spell-like abilities is
equal to the powerphage’s character level, and the save
DCs for powers are determined normally (using the
powerphage’s Charisma bonus; if the ability states its
DC is based on a different ability score modifier, the
powerphage uses that instead). Effects based on hit dice
use the powerphage’s total character level, otherwise
they function as written.
 This power cannot be used on creatures
without a physical brain, including constructs,
elementals, oozes, plants, undead, and incorporeal
creatures. At the GM’s discretion, certain other
creatures might not have a brain either. A creature that
has had its brain eaten cannot be restored by magic
that requires an intact body (e.g. raise dead). Life-
restoring magic that doesn’t need an intact body (such
as reincarnate, resurrection, etc.) works normally.
Power Versatility (Ex): A powerphage is an
expert at making sure he can use his stolen powers
to the greatest possible effect. If a powerphage has
feats, class features, or other abilities that are tied
to a specific spell-like or supernatural ability (e.g.
Ability Focus), he may change what abilities they
work with each time he uses consume power. For
example, if a powerphage has stolen searing light as
a spell-like ability, and has taken Empower Spell-like
Ability (searing light), he may apply the feat to a
different spell-like ability he has the next time he uses
consume power. Such changes must still abide by all
prerequisites and restrictions.
Accomplished Liar (Ex): By 2nd level, the
powerphage has become adept at lying to people so he
can get closer to them; the better to then murder them
and take their powers. He gains a +3 bonus to Bluff
and Disguise checks. At 4th level this rises to a +5
bonus.
Hidden Aura (Su): At 3rd level, the
powerphage learns how to use the remnants of the
brains he’s consumed to alter his own mind enough so
that his morality and ethos are hidden. He is treated
as though always under the effects of undetectable
alignment.
TABLE: Powerphage
Level BAB Fort Ref Will Special
1 +0 +0 +2 +2 Consume power, power versatility
2 +1 +0 +3 +3 Accomplished liar +3
3 +2 +1 +3 +3 Hidden aura
4 +3 +1 +4 +4 Accomplished liar +5
5 +3 +1 +4 +4 Shielded thoughts
Shielded Thoughts (Su): At 5th level, the
powerphage has become a master of not only using the
powers of consumed brains, but also at making them
protect his mind. The powerphage’s thoughts cannot
be read or detected by any means. Further, for each
consumed power he currently has, he gains a +1 bonus
to saving throws against mind-affecting effects.
POWERPHAGES AND PSIONICS
Powerphages are able to consume psi-like abilities just
as they can spell-like ones, regardless of the level of
magic-psionic transparency in the game. Consuming
a psi-like ability always grants the powerphage the
Psionic subtype. At the GM’s discretion, this can also
be true for supernatural abilities from psionic creatures.
PLAYING A POWERPHAGE
Powerphages are parasites, preying on everyone
around them. They see everyone as either a tool to be
used, or a resource to be consumed. Lies, manipulation,
and betrayal come naturally to a powerphage, and they
often ingratiate themselves into parties of adventurers.
Such groups often don’t realize that the monsters they
slay have their brains harvested by the powerphage to
feed his own burgeoning evil, until he turns on them to
steal their own abilities.
COMBAT
Powerphages are relatively poor combatants in
a fair fight. Few of them, however, believe in fighting
fair. Rather, they ingratiate themselves in with people
who have powers they want, and pretend to be their
allies for a time, only to turn on them when they’re at
their weakest. A powerphage usually always has at least
one damage-dealing power to use on foes that can still
fight back, and they likewise tend to have a power to let
them run away if things become too dangerous.
ADVANCEMENT
The stronger a powerphage grows, the more
ambitious they become in what kinds of powers they
want to steal. As such, they tend to take levels in
classes that specialize in combat, particularly from a
distance or concealment, so as to achieve quick kills
while minimizing the risk that comes with prolonged
melee combat. Many powerphages take feats that let
them utilize their spell-like and supernatural abilities
to greater effect.
POWERPHAGES AND
CHALLENGE RATINGS
Because of the variable nature of a powerphages
consumed powers, levels in the powerphage prestige
class always count as associated class levels when
determining a creature’s Challenge Rating.
RESOURCES
To a powerphage, everyone is a resource
that simply hasn’t been tapped yet. A powerphage
never misses an opportunity to gain a new power,
particularly if it’s a stronger version of a power he
already has. Beyond that, a powerphage can often call
on a group of deceived comrades for help if he gets in
trouble.
POWERPHAGES IN THE WORLD
“I’m glad he killed that monster and all, but
did you see how the top of its head was missing?
That’s not the kind of wound that happens during
combat…”
~Elcria, Human Paladin
Powerphages are two-faced individuals, acting
charming outwardly, while concealing murderous
thoughts within. They are continually on the lookout
for people with new abilities that they can steal, as
well as people they can manipulate into helping them
gain them. Adventuring parties are their preferred
choice of dupes, as they often slay many exotic
monsters, and develop fantastic powers themselves
while doing so, all of which presents the powerphage
with a veritable feast of new abilities.
ORGANIZATION
Thankfully, powerphages rarely work together.
Even when an established powerphage is mentoring
a new one, the relationship usually ends with one
trying to kill the other in an attempt to steal their
powers. It’s far more common for a powerphage to
pose as something far more benign and be a part of
an adventuring group. When they decide that such
groups are no longer useful, or when one of them
gains an ability the powerphage desires, he then
betrays and murders them all.
NPC REACTIONS
NPCs who realize a powerphage for what he
is usually try to destroy him, both out of disgust for
the powerphage’s cannibal habits, and because such a
treacherous creature is too great a threat to be allowed
to live. Most powerphages, however, quickly kill
those who discover the truth about them, since such a
person could quickly destroy their fragile web of lies.
If that’s not possible, then they quickly leave the area
so they can start again elsewhere.
POWERPHAGE LORE
Characters with ranks in Knowledge (arcana)
can attempt to research powerphages and find out
more about them. Characters that make a successful
Knowledge (arcana) check find out the following
information, as well as the information for any lower
DC, if applicable.
DC 10: Powerphages are warriors with an
eclectic variety of powers, which they seem to
be able to alter over time.
DC 15: A powerphage is able to take the
powers of enemies that they defeat
.
DC 20: Powerphages steal a creature’s powers
by eating its brain.
POWERPHAGES IN THE GAME
Powerphages often act as support combatants,
helping out more aggressive characters with
opportunistic attacks during a fight. They also work
well in more social situations, being adept making a
good impression and then spinning intrigues. With
a selection of powers that are often quite varied, a
powerphage usually has an ability that is well-suited
for any situation.
ADAPTATION AC 22, touch 13, flat-footed 19;
A powerphage can appear anywhere, as they improved uncanny dodge, uncanny dodge
often travel to find new powers that they might want. hp 82 (15 HD); DR 10/magic
This makes it easy to integrate them into any sort of Resist evasion
game. If modification is needed however, it’s easy to Fort +8 (+9 against poison), Ref +15,
further restrict this prestige class to specific kinds of Will +7 (+13 against mind-affect effects)
creatures, making it ideal for a vampire that eats brains
instead of drinks blood, for example. Speed 30 ft.
MODERN POWERPHAGES Melee +2 keen shortsword of defending +15/+10
The powerphage can be used in a modern d20 setting, (1d6+3/17-20) or
in addition to a fantasy one. The class works in a Ranged masterwork composite shortbow [+1] +14/+9
modern game with the following changes: (1d6+1/x3)
Space 5 ft.; Reach 5 ft.
Base Atk +10; Grp +11
ENTRY REQUIREMENTS Atk Options Combat Expertise,
Allegiance: Evil.
Death Attack (DC 14),
Base Attack Bonus: +5.
Sneak Attack +6d6
Skills: Bluff 5 ranks, Disguise 5 ranks,
Knowledge (earth and life sciences) 5 ranks.
Assassin Spells Known (CL 3rd)
Special: Must be taught by a powerphage, or
1st (3/day) – detect poison,
another creature that consumes brains.
obscuring mist,
true strike
ACTION POINTS
The powerphage gains a number of action points equal Spell-Like Abilities (CL 15th)
to 6 + one-half of his character level, rounded down, At will – magic missile,
every time he attains a new level in this class. greater teleport
(self plus 50 pounds of objects only)
CLASS SKILLS
The powerphage’s class skills are Bluff (Cha), 1/day – cone of cold (DC 21),
Concentration (Con), Disguise (Cha), Forgery (Int), legend lore
Gather Information (Cha), Hide (Dex), Intimidate
(Cha), Knowledge (earth and life sciences) (Int), Move Abilities Str 12, Dex 16, Con 14, Int 13, Wis 10, Cha
Silently (Dex), Research (Int), Sense Motive (Wis). 18
Skill Points per Level: 4 + Int modifier. SQ accomplished liar, consume power, hidden aura,
lay on hands, poison use, power versatility, shielded
Level Defense Bonus Reputation thoughts, trap sense +2, trapfinding
Bonus
1 +1 +1 Feats
2 +1 +1 Ability Focus (cone of cold),
3 +2 +1 Additional Stolen Power,
4 +2 +2 Combat Expertise,
5 +3 +2 Empower Spell-like ability (cone of cold),
Great Fortitude,
SAMPLE POWERPHAGE (FANTASY) Quicken Supernatural Ability (lay on hands),
RALYS CR 15 Weapon Finesse
Male human rogue 7/assassin 3/powerphage 5
NE Medium Humanoid Skills
Init +3; Senses Listen +10, Spot +10 Appraise +1,
Languages Common, Abyssal Balance +4,
Bluff +25, Lay on Hands (Su): Each day, Ralys can lay on hands
Climb +0, as a paladin to heal up to 60 points of damage. Three
Concentration +10, times per day, he may use this ability as a swift action.
Craft (all) +1,
Diplomacy +8, Power Versatility (Ex): Each time he uses his
Disable Device +13, consume power ability, Ralys may reallocate what
Disguise +19 (+21 to act in character), feats apply to what spell-like or supernatural abilities.
Escape Artist +2,
Forgery +1, Shielded Thoughts (Su): Ralys’s thoughts cannot be
Gather Information +14, read or detected by any means. He gains a +6 bonus to
Heal +0, saves against mind-affecting effects.
Hide +22,
Intimidate +6, BACKGROUND
Jump +2, A common thief from the inner city slums,
Knowledge (arcana) +6, Ralys was remarkable only in his lack of concern for
Listen +10, anyone else. Even after he joined the local thieves’
Move Silently +22, guild, he was always unconcerned with what befell his
Perform (all) +4, fellows. By itself, this would merely have made him
Ride +3, unpopular, but his fellows soon discovered that Ralys
Search +11, was doing more than ignoring them. In fact, he had
Sense Motive +10, been tipping off the city watch about jobs that were
Spellcraft +8 (+10 to decipher spells on scrolls), about to be pulled, letting the thieves be caught so he
Spot +10, could then go in later and complete the theft himself.
Survival +0 (+2 when following tracks), It was only when a crooked guard reported that to the
Tumble +7, guild that they found out.
Use Magic Device +9 (+11 when using scrolls),
Use Rope +3 That might have been the end for Ralys, but
the guildmaster declared that the young upstart was
Possessions: not to be eliminated. Ralys’s selfish attitude had
+4 shadow chain shirt of silent moves, brought him to the guildmaster’s attention, and he took
+2 keen short sword of defending, the boy under his wing. After training him in the arts
amulet of natural armor +1, of thievery, and eventually assassination, for several
masterwork composite shortbow [+1], 40 arrows, years, the guildmaster let Ralys in on his greatest
masterwork thieves’ tools, 388 gp. secret: that he was a powerphage. Indeed, it was this
that had let him ascend to head the thieves’ guild.
Consume Power (Su): The guildmaster began to indoctrinate Ralys into the
Ralys has consumed the following powers: ways of the powerphage, promising that he would
Cone of Cold (from an ogre mage), soon be retiring from his position and leave Ralys as
Damage Reduction 10/magic (from a half-celestial androsphinx), guildmaster, and until then Ralys would be in charge
Greater Teleport (from a succubus), of finding creatures with interesting new powers to
Lay on Hands (from a paladin), steal.
Legend Lore (from a gynosphinx),
Magic Missile (from an avoral). Ralys, however, was no fool. He had
surreptitiously looked into the guildmaster’s
Death Attack (Ex): Sneak attack can kill or paralyze background, and noted how several times over the
for 1d6+3 rounds (Fort DC 14 negates). years he had taken an apprentice, grooming them
thoroughly, only for them to later die in an accident.
Hidden Aura (Su): Ralys is treated as though always Correctly guessing that these had also been fledgling
under the effects of undetectable alignment. powerphages who had been killed once they were no
longer useful, Ralys fled the city.
 For now, Benefit: The total
Ralys is content number of consumed
to wander and kill powers you may
as it suits him. have at one time is
He has gained an increased by 1.
impressive suite Special: You
of powers, but the may select this feat
more he gains, multiple times.
the more it fires
his imagination IMMEDIATE
about what he SUPERNATURAL
could gain still. ABILITY
Because of this, [GENERAL]
he is looking for a You can use one of
powerful group of your mystic powers
adventurers to join, instantly.
preferably ones Benefit:
on a grand quest Choose one of your
to kill a being of supernatural abilities.
epic power, such Three times per
as a demon lord, day (or less, if the
or perhaps even supernatural ability
a god. With that is normally useable
kind of power at only once or twice per
his command, day), you may use that
Ralys could easily supernatural ability as
journey back to an immediate action.
his city and rule it A supernatural ability
more openly than even the guildmaster ever did. All he so used cannot be used again (in any capacity) for
needs to find now is a set of gullible heroes. 1d4+1 rounds.
Special: You may choose this feat multiple
APPEARANCE times. Each time, it applies to a different supernatural
A tall man, Ralys has ruggedly handsome ability.
features. His dark hair is cut short, though he pays
less attention to the stubble on his face. He usually
dresses in dark colors, which make it easier to sneak QUICKEN SUPERNATURAL ABILITY
around. Although he’s a sociopath, he’s adept at faking [GENERAL]
displays of emotion, particularly camaraderie. He You can use one of your mystic powers very fast.
knows that getting people to trust him, particularly Benefit: Choose one of your supernatural
adventurers, is often a matter of patience, and he can abilities. Three times per day (or less, if the
maintain a deception for months if need be. supernatural ability is normally useable only once or
twice per day), you may use that supernatural ability
NEW FEATS as a swift action. A supernatural ability so used cannot
be used again (in any capacity) for 1d4 rounds.
ADDITIONAL STOLEN POWER [GENERAL] Special: You may choose this feat multiple
You are able to consume more powers than others of times. Each time, it applies to a different supernatural
your kind. ability.
Prerequisite: Consume power class ability.
-END-
OPEN GAME LICENSE Version 1.0a
The following text is the property of Wizards of the Coast, Inc. and is Copy-
right 2000 Wizards of the Coast, Inc (“Wizards”). All Rights Reserved.
1. Definitions: (a)”Contributors” means the copyright and/or trademark
owners who have contributed Open Game Content; (b)”Derivative Mate-
rial” means copyrighted material including derivative works and translations
(including into other computer languages), potation, modification, correction,
addition, extension, upgrade, improvement, compilation, abridgment or other
form in which an existing work may be recast, transformed or adapted; (c)
“Distribute” means to reproduce, license, rent, lease, sell, broadcast, publicly
display, transmit or otherwise distribute; (d)”Open Game Content” means the
game mechanic and includes the methods, procedures, processes and routines
to the extent such content does not embody the Product Identity and is an
enhancement over the prior art and any additional content clearly identified as
Open Game Content by the Contributor, and means any work covered by this
License, including translations and derivative works under copyright law, but
specifically excludes Product Identity. (e) “Product Identity” means product
and product line names, logos and identifying marks including trade dress;
artifacts; creatures characters; stories, storylines, plots, thematic elements, dia-
logue, incidents, language, artwork, symbols, designs, depictions, likenesses,
formats, poses, concepts, themes and graphic, photographic and other visual or
audio representations; names and descriptions of characters, spells, enchant-
ments, personalities, teams, personas, likenesses and special abilities; places,
locations, environments, creatures, equipment, magical or supernatural abili-
ties or effects, logos, symbols, or graphic designs; and any other trademark or
registered trademark clearly identified as Product identity by the owner of the
Product Identity, and which specifically excludes the Open Game Content; (f)
“Trademark” means the logos, names, mark, sign, motto, designs that are used
by a Contributor to identify itself or its products or the associated products
contributed to the Open Game License by the Contributor (g) “Use”, “Used”
or “Using” means to use, Distribute, copy, edit, format, modify, translate and
otherwise create Derivative Material of Open Game Content. (h) “You” or
“Your” means the licensee in terms of this agreement.
2. The License: This License applies to any Open Game Content that contains
a notice indicating that the Open Game Content may only be Used under and
in terms of this License. You must affix such a notice to any Open Game Con-
tent that you Use. No terms may be added to or subtracted from this License
except as described by the License itself. No other terms or conditions may be
applied to any Open Game Content distributed using this License.
3.Offer and Acceptance: By Using the Open Game Content You indicate Your
acceptance of the terms of this License.
4. Grant and Consideration: In consideration for agreeing to use this License,
the Contributors grant You a perpetual, worldwide, royalty-free, non-exclusive
license with the exact terms of this License to Use, the Open Game Content.
5.Representation of Authority to Contribute: If You are contributing original
material as Open Game Content, You represent that Your
Contributions are Your original creation and/or You have sufficient rights to
grant the rights conveyed by this License.
6.Notice of License Copyright: You must update the COPYRIGHT NOTICE
portion of this License to include the exact text of the COPYRIGHT NOTICE
of any Open Game Content You are copying, modifying or distributing, and
Skortched Urf‛ Studios
PO Box 2315
Centreville, VA
20122
www.skortchedurfstudios.com
You must add the title, the copyright date, and the copyright holder’s name to the
COPYRIGHT NOTICE of any original Open Game Content you Distribute.
7. Use of Product Identity: You agree not to Use any Product Identity, includ-
ing as an indication as to compatibility, except as expressly licensed in another,
independent Agreement with the owner of each element of that Product Identity.
You agree not to indicate compatibility or co-adaptability with any Trademark or
Registered Trademark in conjunction with a work containing Open Game Content
except as expressly licensed in another, independent Agreement with the owner of
such Trademark or Registered Trademark. The use of any Product Identity in Open
Game Content does not constitute a challenge to the ownership of that Product
Identity. The owner of any Product Identity used in Open Game Content shall retain
all rights, title and interest in and to that Product Identity.
8. Identification: If you distribute Open Game Content You must clearly indicate
which portions of the work that you are distributing are Open Game Content.
9. Updating the License: Wizards or its designated Agents may publish updated ver-
sions of this License. You may use any authorized version of this License to copy,
modify and distribute any Open Game Content originally distributed under any
version of this License.
10 Copy of this License: You MUST include a copy of this License with every
copy of the Open Game Content You Distribute.
11. Use of Contributor Credits: You may not market or advertise the Open Game
Content using the name of any Contributor unless You have written permission
from the Contributor to do so.
12 Inability to Comply: If it is impossible for You to comply with any of the terms
of this License with respect to some or all of the Open Game Content due to statute,
judicial order, or governmental regulation then You may not Use any Open Game
Material so affected.
13 Termination: This License will terminate automatically if You fail to comply
with all terms herein and fail to cure such breach within 30 days of becoming aware
of the breach. All sublicenses shall survive the termination of this License.
14 Reformation: If any provision of this License is held to be unenforceable, such
provision shall be reformed only to the extent necessary to make it enforceable.
15 COPYRIGHT NOTICE
Open Game License v 1.0 Copyright 2000, Wizards of the Coast, Inc.Open
Game License v 1.0a Copyright 2000, Wizards of the Coast,Inc.
Modern System Reference Document Copyright 2002, Wizards of the Coast, Inc.;
Authors Bill Slavicsek, Jeff Grubb, Rich Redman, Charles Ryan, based on material by
Jonathan Tweet, Monte Cook, Skip Williams, Richard Baker, Peter Adkison, Bruce R.
Cordell, John Tynes, Andy Collins, and JD Wiker.
Powerphage
Copyright 2007, Mark Cathro & Skortched Urf Studios;
Author Shane O’Connor..
END OF LICENSE