Chaos Lords

The lords of chaos are perhaps one of the most insidious threats to all the planes found across the cosmos. Dedicated to tearing the planes’ fabric asunder and transforming all of creation into a writhing sea of chaos, these dark gods bid their subjects to go forth and spread death and destruction on a cosmic scale. The lords themselves are shadowy, unknowable figures. Some sages believe that they existed before the coming of the gods and once ruled the sea of raw chaos from which all of creation emerged. Others argue that they are invaders from an entirely separate cosmic realm. Greedy, ambitious wizards, sorcerers, and even warriors seek out chaos’s servants and pledge their souls in return for dark powers.

The powers of chaos loathe all non-chaotic creatures. They fight good and evil beings with equal fervor, but they save their hatred for the scions of law. Many sages find both sides of this titanic struggle distasteful, and most would prefer to see both pure law and chaos grind each other into dust in their endless conflict. The struggle between pure law and absolute chaos is said to have been waged since before the dawn of the cosmos, and some doomsday prophets believe that it will lead to the eventual destruction of all of creation.

There are many known lords of chaos, though most scholars believe that these beings are infinite in number. Worshipped as gods by desperate mortals, they gather and encourage sects on almost every known world. Sages have been repeatedly frustrated in their efforts to catalog and study these beings. Their worshippers use different names for the same deity, even members of the same cult. Each cultist creates personal iconography to depict his god.

Clerics of the chaos lords may choose chaos and any one other domain. Those that select War may choose any weapon. In place of the standard chaos domain granted power, a chaos cleric may choose to gain the ability to use chaotic sunder once per day. The cleric uses a touch attack to deal 1d4 points of damage per cleric level. The victim may make a Fortitude save (DC 10 + the cleric’s Charisma modifier) for half damage. Creatures killed in this manner arise as chaos spawn (see below) unless they are treated with remove curse.

Chaos Cults

Chaos cultists usually congregate in areas wracked by civil unrest or in wild, barbaric lands where shamans and ambitious chieftains are willing to forge pacts with dark creatures. The cults work to undermine civilization, seeking to touch off riots, revolts, and other large- scale disturbances to wreck the social order. The cultists operate in secret, usually recruiting members through bribery, promises of power, and other temptations. Soon after induction into the cult, the new members participate in a grand celebration that culminates in the manifestation of a chaos god. All those present in the festivities are forever warped and changed. They gain the chaos spawn template (described below) and become fanatical adherents to the cult of raw chaos.


CHAPTER FOUR: Threats & Civilizations

Chaos Traits

The beasts of chaos share a variety of traits. Rather than repeat them throughout their entries, they are summarized here. Not every chaos lord has all of these abilities.

Chaos Legionnaire (Ex): Creatures in the service of chaos gain several abilities. They are immune to all mind-influencing effects, disease, and sleep effects. They have resistance 20 to a randomly determined energy type. Roll once on the table below.

d% Energy Type 1–20 Acid 21–40 Cold 41–60 Electricity 61–80 Fire 81–100 Sonic

Child of Chaos (Ex): Chance and random luck swirl about the lords of chaos like a storm. Any creature that tries to fight them must struggle with this effect. Bad luck plagues chaos’s enemies. Whenever the enemy of a child of chaos must roll dice while fighting it, he must roll two separate sets and take the lower result. For example, a fighter attempts to strike a madness giant with his greatsword. He must roll 2d20 to attack, taking the lower die result. If he hits, he rolls two sets of 2d6 for damage, again taking the lower result. This effect applies to attack rolls against a child of chaos, saving throws to resist its abilities and effects, and damage inflicted against it.

Liquid Body (Ex): The servants of chaos rarely have stable, static forms. Their organs shift and move within their bodies, while their skin hardens and softens in the space of minutes. Each creature with the liquid body takes half damage from a specific attack type. Roll once on the table below to determine the attack type against which a specific creature gains this protection.

d% Attack Type

1–33 Bludgeoning 34–66 Slashing 67–100 Piercing

Chaos Minion

Medium Outsider (Chaos Legionnaire, Chaos, Extraplanar) Hit Dice: 6d8+12 (39 hp) Initiative: +6 Speed: 30 ft. (6 squares) AC: 16 (+2 Dex, +4 natural), touch 12, flatfooted 14 Base Attack/Grapple: +6/+6 Attack: +6 quarterstaff melee (1d6) Full Attack: +6/+1 quarterstaff melee (1d6) Space/Reach: 5 ft./5 ft. Special Attacks: Call of chaos, spell-like abilities Special Qualities: Child of chaos, DR 10/lawful, liquid body, SR 20 Saves: Fort +7, Ref +7, Will +6 Abilities: Str 11, Dex 15, Con 14, Int 13, Wis 12, Cha 16 Skills: Bluff +10, Concentration +9, Hide +9, Knowledge (arcana) +8, Knowledge (the planes) +8, Listen +7, Sense Motive +8, Spellcraft +7 Feats: Dodge, Improved Initiative, Spell Focus (Transmutation) Environment: Any Organization: Solitary, coven (2–5), cult (3–18) Challenge Rating: 7 Treasure: Standard Alignment: Chaotic neutral Advancement: By character class Level Adjustment: +9

This strange, twisted humanoid appears as an obese man dressed in billowy robes that threaten to tear from its bulk. Tentacles, hoofs, and malformed limbs sprout from its body. The creature’s robes normally conceal these growths, but sometimes they tear free.

Chaos minions are the foot soldiers in the endless war against order and law. Many of them are wizards and sorcerers who delved too deeply into the secrets of chaos, while others are chaotic worshippers who died and earned the honor of a minion’s form. These creatures usually lead mobs of chaos mutates, cultists, and others who offer allegiance to the chaos lords.


A chaos minion prefers to fight with plenty of allies alongside it, allowing it to make the most

of spells such as haste to defeat its enemies. Usually, it summons the chaos mutates pledged to it before fighting begins. If it has time, it strengthens them with haste, bull’s strength, and similar magic, while it saves defensive spells such as blink for itself.

While minions are fanatic in their devotion to chaos, they are no fools and flee from any situation in which they face a powerful opponent. They usually strike from ambush, using their mutates and followers to distract an opponent long enough to

destroy him with a spell such as flesh to stone.

Call of Chaos (Su):

The chaos minion can call upon the elemental forces of mutation and change to spawn followers to defend him. Once per day, he may summon 2d4 chaos mutates to aid him in his struggle. These creatures appear the round after the minion uses this ability and they obey him to the best of their ability. They remain in the minion’s service for 1d4 hours or until slain.

Spell-Like Abilities (Sp): As a creature of arcane energy, the chaos minion commands a variety of spells. He may cast any spell from the Transmutation school a number of times per day based on its level. At will—any 0-level spells; 3/day—1st- and 2ndlevel spells; 2/day—3rd-level spells; 1/day 4thlevel spells, flesh to stone, and telekinesis. Caster level 11th. The save DCs (14+spell level) are Charisma-based.

Chaos Mutate

Medium Outsider (Chaos Legionnaire, Chaotic, Extraplanar) Hit Dice: 2d8+2 (11 hp) Initiative: +4 Speed: 30 ft. (6 squares) AC: 14 (+4 natural), touch 10, flat-footed 14 Base Attack/Grapple: +2/+5 Attack: Slam +5 melee (1d8+3)

Full Attack: Slam +5 melee (1d8+3) Space/Reach: 5 ft./5 ft. Special Attacks: Chaotic surge Special Qualities: Child of chaos, DR 5/lawful, form of chaos, liq

uid body, SR 12 Saves: Fort +4, Ref +3, Will +3

Abilities: Str 16, Dex 11, Con 13, Int 7, Wis 11, Cha 10 Skills: Climb +9, Jump +9

Feats: Improved Initiative

Environment: Any

Organization: Solitary, pack (2–12), mob (10–100) Challenge Rating: 3 Treasure: Standard

Alignment: Chaotic neutral Advancement: 3–8 HD (Medium-size); 9–16 HD (Large)

Level Adjustment: —

A puddle of slime that generates wings, arms, tentacles, and other random body parts from its goo, this creature is the horrible spawn of

raw chaos.

Chaos mutates are sentient

chunks of raw chaos. While individually weak, they commonly appear in numbers great enough to form a threat to even the stoutest kingdom. Their true threat lies in their unpredictable nature, as they rapidly shift from one form to the next during combat.


Chaos mutates typically serve other, more powerful chaos lords. As beings of pure entropy, they tend to make little distinction between inanimate objects and liv-


CHAPTER FOUR: Threats & Civilizations

ing creatures. To these simple monsters, any object that bears the ordered taint of law must be destroyed. Thus, they fight with simplistic, direct tactics.

Chaotic Surge (Su): Once per encounter, the chaos mutate surges with chaotic energy and attacks with maniacal vigor. Typically these creatures use this ability when they near death, for the effort required to sustain it drains and kills them. The mutate gains a +6 bonus to Strength and Dexterity, giving it a total +3 bonus on attack rolls, weapon damage rolls, and AC. When the chaos mutate uses this ability, it cannot be killed unless it is reduced to –20 hit points. While below 0 hit points, it may continue to fight as normal, though it does not check to stabilize. Each round, the mutate suffers 5 hit points of damage. This ability lasts 1d4 rounds.

Form of Chaos (Su): Once per round, the chaos mutate may manifest a random trait as a move-equivalent action that does not provoke an attack of opportunity. Roll on the mutate trait table to determine what it gains. The mutate’s ability lasts 2d4 rounds. It cannot change abilities or gain a new one until its current one expires.

d% Chaos Mutate Trait

1–10 Fly with good maneuverability at its

current speed

11–20 Tentacles give +5 ft. reach

21–30 Sharp fangs or claws give +2 bonus to damage

31–40 +4 bonus on all saves

41–50 Fire resistance 10 51–60 –2 penalty to Strength and Constitution

61–70 Speed reduced by half 71–80 Affected by confusion 81–90 –2 penalty on all saves 91–100 Roll twice on this table

Chaos Spawn

This monster type includes any creature warped by the power of raw change into a new, twisted form. Driven mad by the experience, these poor beasts are either rendered permanently insane or they become fanatical servants of the lords of chaos. Chaos spawn make up the vast bulk of the armies of change, and they operate on almost every known plane of existence.

Creating a Chaos Spawn

“Chaos spawn” is a template that can be added to any creature. A chaos spawn uses its base creature’s abilities and game statistics except as noted below.

Creature Type: The chaos spawn counts as an outsider.

Hit Dice: +2d8; the bonuses for gaining two Hit Dice as an outsider are included in the stats below.

Speed: There is a 50% chance the creature gains the ability to fly at its normal speed with poor maneuverability. Creatures that cannot fly have a 50% chance of being able to swim at their normal speed. Creatures that neither fly nor swim have a 50% chance to burrow at half their normal speed.

AC: +2 natural bonus to AC

Base Attack: +2 bonus to all attacks

Attacks: The chaos spawn gains tentacles, claws, pincers, or a similar physical attack that deals damage based on its size. It may use this attack once per round in addition to its normal attacks at a –5 penalty, or a –2 penalty if it has the Multiattack feat. It only uses this extra attack if it uses the full attack action. If the chaos spawn has no weapons or any other attacks, it can use this strike with its full base attack bonus.

Chaos Spawn Size Attack Damage

Tiny 1d3 Small 1d4 Medium 1d6 Large 1d8 Huge 2d6 Gargantuan 2d8 Colossal 3d6

Special Attacks: The chaos spawn retains its special attacks and gains the ability to sunder its enemies with the power of raw chaos.

Chaotic Sunder (Su): Three times per day, a chaos spawn can pour raw chaotic energy into a target. Non-chaotic creatures suffer 1d4 points of damage per the spawn’s HD. For example, a 12 HD spawn would inflict 12d4 points of damage with this attack. The victim may make a Fortitude save (DC 10 + the spawn’s Charisma modifier) for half damage. Creatures killed in this manner arise as chaos spawn unless they are treated with remove curse. Apply this template to the victim.

Special Qualities: In addition to the base creature’s qualities, the chaos spawn gains the chaos legionnaire, child of chaos, and liquid body abilities as described above.

Saves: The spawn gains a +3 bonus to all its saving throws.

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Abilities: The spawn’s mind decays, though its physical body gains strength. It gains +2 Str, +2 Con, –2 Int, –2 Wis, +2 Cha.

Challenge Rating: As base creature +2.

Alignment: All chaos spawn become chaotic neutral.

Sample Chaos Spawn

This sample chaos spawn is a 1st-level human barbarian who dabbled too deeply in the chaos cult that operates in the wilderness near his tribe’s lands.

Chaos Spawn Human Barbarian (1st level)

Medium Outsider (Chaos Legionnaire, Chaotic) Hit Dice: 1d12+2d8+6 (27 hp) Initiative: +1 Speed: 40 ft. (8 squares), fly 40 ft. (poor) AC: 16 (+1 Dex, +2 natural, +3 studded leather armor), touch 11, flat-footed 15 Base Attack/Grapple: +3/+5 Attack: Greatclub +6 melee (1d10+3) Full Attack: Greatclub +6 melee (1d10+3), tentacles +1 melee (1d6+2) Space/Reach: 5 ft./5 ft. Special Attacks: Barbarian rage, chaotic sunder (3d4 damage, Fort DC 10) Special Qualities: Child of chaos, fast movement, liquid body Saves: Fort +7, Ref +4, Will +3 Abilities: Str 14, Dex 13, Con 15, Int 8, Wis 11, Cha 10 Skills: Climb +6, Jump +6, Survival +4, Swim +6 Feats: Weapon Focus (greatclub) Environment: Northland wastes Organization: Solitary Challenge Rating: 3 Treasure: Standard Alignment: Chaotic neutral Advancement: By character class

Wandering far from his tribe in hopes of finding and slaying a beast noteworthy enough to increase his prestige, this miserable wretch came across a small coven of chaos minions and spawn. They offered him great power, and he foolishly accepted. He now appears as a twisted humanoid with runny, seemingly melted flesh. A pair of great bat wings sprout from

his back, tearing through his armor as they grow out of his body.

Madness Giant

Huge Outsider (Chaos Legionnaire, Chaotic, Extraplanar) Hit Dice: 20d8+140 (230 hp) Initiative: –2 Speed: 40 ft. (8 squares) AC: 21 (–2 size, –2 Dex, +15 natural), touch 6, flat-footed 21 Base Attack/Grapple: +20/+39 Attack: Slam +30 melee (3d8+11) Full Attack: Slam +30/+25/+20/+15 melee (3d8+11) Space/Reach: 10 ft./10 ft. Special Attacks: Babble of insanity, roar of planar instability Special Qualities: Child of chaos, DR 10/lawful, liquid body, SR 25 Saves: Fort +19, Ref +10, Will +14 Abilities: Str 32, Dex 6, Con 24, Int 7, Wis 11, Cha 15 Skills: Climb +26, Intimidate +22, Jump +31, Listen +15, Search +13, Spot +15, Swim +31 Feats: Cleave, Great Cleave, Improved Bull Rush, Improved Sunder, Iron Will, Power Attack, Weapon Focus (slam) Environment: Any Organization: Solitary, swarm (2–12) Challenge Rating: 15 Treasure: Standard Alignment: Chaotic neutral Advancement: 21–30 (Huge); 31–45 (Gargantuan) Level Adjustment: —

A large, crawling humanoid with a multitude of faces howling in its flesh, a madness giant looks like a monstrous hill giant warped and changed by the power of raw chaos. It crawls along the ground, standing only when confronted by enemies or if it must topple a particularly large structure or obstacle.

The madness giant is perhaps one of the most feared minions of the chaos lords. These brutes revel in spreading insanity and destruction, leaving in their wake shattered settlements and mobs of innocents rendered into babbling fools. Frequently, the victims of this brute’s madness trail behind it in a grim parody of a parade, worshipping the giant as a god in their insanity. These hordes take part in the giant’s destructive binges, fanning out to start fires, hunt down fleeing innocents, and drag food and other treasures to their lord.


In battle, the madness giant relies on its babble of insanity ability to render enemies helpless. Opponents who are too strong to fall to that attack face the giant’s massive fists and its array of spell-like abilities. Most giants lack the intelligence and foresight to employ tactics any more complicated than bashing the nearest target. Sometimes, a giant may be distracted by a tempting object to crush, pausing in the midst of battle to hammer a tower to the ground or smash a hut to pieces.

Babble of Insanity (Su): The many mouths on the giant’s body spew a continual stream of maddening babble, slowly wearing away the sanity of creatures that draw within listening range. If a creature can hear the giant’s babble it must make a DC 21 Will save. On a successful save, the creature resists the madness effect for 10 rounds, after which it must make another save. On a failed save, the creature is overcome by a strange, chaotic insanity. There is a 50% chance each round that it capers and gibbers randomly, following the giant wherever it goes. Otherwise, the creature acts as if under the effects of charm monster. It does whatever it can to help the madness giant, including attacking its enemies or pinning victims down to forcibly expose them to the madness effect. This insanity lasts for one week and can be broken with dispel magic (and similar effects) or

remove curse. Treat this effect as a spell cast by a 15th-level sorcerer.

Roar of Planar Instability (Su): Once per hour, the madness giant can unleash a horrifying roar that tears apart the bindings of reality. All its mouths sound a jagged, high-pitched shriek that causes its surroundings to blur and change. Roll d% to determine the effects of this ability. All of the spells listed are cast as a 15thlevel sorcerer.

d% Result 1–10 Earthquake 11–20 Maze 21–30 Mass charm 31–40 Sunburst 41–50 Storm of vengeance 51–60 Implosion 61–70 Time stop 71–80 Reverse gravity 81–90 Delayed blast fireball 91–100 Creeping doom