Vallorian

Medium Humanoid

Hit Dice: 1d10 (5 hp),dying/dead –1/–10 Initiative: +2 Speed: 20 feet,base 30 feet AC: 19 (+2 Dexterity,+5 swarm† breastplate,+2 long shield), touch 12,flat-footed 17 Base Attack/Grapple: +1/+1 Attack: Bloodthirster† longsword +5 melee (1d8+2) Full Attack: Bloodthirster† longsword +5 melee (1d8+2) Space/Reach: 5 feet/5 feet (Face/Reach:5 feet by 5 feet/5 feet) Special Attacks: Cast compelling command 2/day Special Qualities: Darkvision 60 feet,SR 11 Saves: Fort +2,Ref+2,Will +0 Abilities: Str 11,Dex 14,Con 10,Int 15,Wis 10,Cha 8 Skills: Climb +3,Handle Animal +3,Intimidate +3,Swim +4 Feats: Bonded Item (bloodthirster longsword),Weapon

Focus (longsword)

Environment: Any subterranean Organization: Patrol (3–18 plus one 3rd-level leader),war band (6–36 plus two 3rd-level sergeants and one 5th-level commander),or outpost (10–200 plus ten 3rd-level sergeants,five 5th-level overseers,two 8th-level masters, and one 12th-level overlord) Challenge Rating: 1 Treasure: Standard Advancement: By character class Level Adjustment: +1

Vallorians are a degenerate,malicious subrace ofhumanity.These creatures have small,slender,frames,pale skin, snow-white hair,and large,black eyes.Many males and females shave their heads bald,while others style their hair in strange,elaborate patterns.From deep within their subterranean realms,Vallorians plot to invade the surface using their bizarre and deadly living weapons.

In the ancient days,an entire kingdom ofhumanity disappeared shortly before the rise ofthe dramojh.A mighty human king named Vallor led his people beneath the earth rather than face possible defeat at the hands ofthe dramojh.Legends tell that this king and his followers had the power to win the struggle but were too self-centered to consider sacrificing any oftheir number for the good ofall—and thus the Vallorians descended into the depths ofthe earth.For untold generations they lived within the deepest caves.Inbreeding,magical experimentation,and natural adaptation transformed them into a degenerate race ofsubterranean creatures.Over the centuries, their legends have changed to include tales that blame the other human factions for turning against them and working with the dramojh to force them beneath the earth.Now,they plot and wait for an opportunity to take what they see as rightfully theirs.

The Vallorians have learned to manipulate living creatures to create a wide variety ofitems.A Vallorian sword is a specialized creature crafted from an undulating vat ofprotoflesh.It has a hard,sharp-edged carapace and can smell blood and lunge at an opponent as its Vallorian master wields it. Vallorians’ armor is made ofliving creatures that cloak them in protective shells and heal them oftheir wounds.

The Vallorians gained this knowledge by forging a pact with a being ofpure malevolence,a dark god known as Harzahk,who gave them the secrets ofproto-life and fleshcrafting in return for their obedience.Since that time, the Vallorians have followed the dictates ofHarzahk’s priests.They offer living sacrifices,preferably intelligent humanoids,to the writhing,tentacled pools ofproto-flesh from which they craft their strange weapons and armor. During times offamine,when the fungus crops bear little edible food and the great hordes ofunderworld herd lizards and beetles dwindle,this sickening mass ofpulpy flesh also serves the Vallorians as an emergency food source.

The Vallorian’s statistics here reflect a typical 1st-level warrior.

Combat

Vallorians are vicious and fanatical in battle,as befits a race that blames humanity for its current plight.When spurred into battle by the Harzahkite priests,they fight to the death and never yield ground.However,they are far from mindless killers.They prefer to sacrifice inexperienced troops and slaves to draw out their enemies’ abilities,then respond with ambushes and other tactics that build on the information they have gathered.

Spell-Like Abilities (Sp): Vallorians can cast compelling command twice per day as a 1st-level magister.The save DC against this spell is DC 13.

Vallorian Society

Within their underworld settlements,the Vallorians have built a highly stratified society in which an individual’s clan dictates much ofhis lot in life.The nobles that led the Vallorians into their self-imposed exile founded a society based on inheritance and social position.Each clan has a specific task charged to it, and its members are expected to perform that task to the best oftheir ability.For example,the Stonehammer clan specializes in masonry and construction,while the Swiftblades are soldiers and war leaders.Only Vallorians who display exceptional skill with magic or weaponry can rise above their clan’s station. Such individuals are placed into elite training cadres at a young age.Ifthey develop their talents,they are allowed to take as a surname the name ofone ofthe five royal houses: Tyrgar,Philomon,Ulthar,Grevin,or Cyrthrik.Otherwise, trainees remain without a surname,placing them above the other clans but still below the five royal ones.

The royal clans rule by means ofclever politicking and their influence in the religious hierarchy.They have divided

the caverns their race controls into five roughly equal portions and rule as oligarchs,with the patriarchs and matriarchs ofeach clan serving on a ruling council.Infighting plagues this arrangement,with the lower clans continually putting their support behind different royal clans.Since each ofthe lower clans controls one industry,the five ruling ones need to maintain at least passable relations with all ofthem, all while competing among themselves for power.

This balancing act would have long ago collapsed into anarchy without the power ofthe Harzahkite priests.Each of the ruling houses contributes its most skilled and brightest children to the priesthood,where they are trained in the art ofmagic while maintaining their familial ties.Thus,the priests’ control over the proto-flesh vats keeps the lower houses in line,but those lesser families’ numbers and skill in a wide variety ofcrafts allow them to remain independent. Compared to surface folk,the average Vallorian has a relatively secure,safe,and prosperous life.

Unfortunately for those surface folk,the Vallorians blame them for their banishment.With the Harzahkite priests fanning the flames ofhatred,the Vallorians capture explorers and travelers who venture into the earth and cast them into the proto-flesh as sacrifices.Vallorians dream ofconquering and enslaving the world above,but their numbers are too few for a direct invasion to have any chance ofsuccess.They prefer indirect actions,such as hiring blade trolls (see page 20) and other monsters to raid towns for sacrificial victims and loot.As the Vallorian population continues to grow slowly, the caverns they inhabit will eventually be too small to house and feed them all.In time,Harzahk’s divine vision ofa Vallorian conquest ofthe upper realms may come to pass.

Vallorian Realms

The original Vallorian settlements grew up in massive caverns deep within the earth.The settlers survived by cultivating mushrooms and hunting a species ofsmall,subterranean pig known as vraka.These creatures feed on bugs and small insects and have proven relatively easy to breed in captivity.In addition,the Vallorians hunt large beetles and keep small herds ofgiant crickets and other bugs.Their cities are protected by stone walls,with a cathedral to Harzahk and a pool ofproto-flesh positioned in the center ofeach city.When a settlement needs more room,the Vallorians build downward,with many oftheir dwellings featuring multiple floors carved from the rock and earth.Wells dug into the rock provide water.

Vallorian Characters

Vallorians tend to become mage blades,magisters,and warmains.Their priests are spellcasters,usually magisters.A few akashics serve the race as historians and sages.

All ofthe following traits and abilities apply to Vallorian characters: +2 Dexterity,+2 Intelligence,–2 Charisma: With their slightly smaller,agile frames,Vallorians are quicker than average.With their natural affinity for magic and

engineering,they are smarter than other creatures,but their cold,distant manner makes them difficult to relate to.

Spell Resistance 10 + Character Level: Due to their arcane background and exposure to the strange elements and energies ofthe underworld’s depths,Vallorians are difficult to affect with spells.

Magic Affinity: Vallorians are powerful spellcasters who have an innate ability to master even the most complex spells.They gain a +2 bonus to the ability score that determines their casting ability for the purpose ofdetermining the number ofbonus spells they can cast and ready per day and their spells’ save DCs.This bonus does not apply to other situations or applications ofthe same ability score.

Vallorians have an innate connection to the bizarre,living tools they create.They can employ items that have received one ofthe Vallorian item templates without penalty.

Darkvision 60 Feet: Vallorians can see in utter darkness as well as other creatures see in the light.They can distinguish color and all other visible details.

As Vallorians gain power,their innate connection to magic grows and strengthens.They receive spell-like abilities based on their character level.A Vallorian gains the abilities listed for his current level and all lower ones and casts as a magister with a level equal to his character level.Since these are innate, spell-like abilities,Vallorians never suffer a chance ofspell failure based on the armor they wear or shields they carry.

Level Spell-Like Ability

1st–3rd Compelling command 2/day 4th–6th Cloak ofdarkness 3/day 7th–9th Invisibility 3/day 10th–12th Ghost weapon 3/day 13th–15th Lesser dominate 1/day 16th–19th Blindsight 3/day 20th Rock’s hand 3/day

Adjusted Level: Due to their inherent powers and abilities,Vallorians add 1 to their character level when determining their Challenge Rating and effective character level.

Living Weapons and Armor

The strange weapons ofthe Vallorians represent a fusion between living creatures and carefully designed tools.Living swords and sentient armor form a symbiotic bond with their users,combining abilities to create a potent duo.In the hands ofcreatures other than Vallorians,these items react violently, lashing out at their would-be users and refusing to obey them.

Vallorians forge their weapons and armor from the simmering vats ofproto-flesh that the deity Harzahk enabled them to create deep within the world.Deprived ofmany of the goods and resources they once relied upon,their powerful mages bent themselves to the task ofcreating new materials they could harvest within the underworld.This research led to an unholy pact with their blasphemous god Harzahk,the Wellspring ofLife and the Keeper ofthe Way.At the direction ofHarzahk’s priests,the Vallorians collected living creatures and wrought terrible changes to them,giving rise to the mass ofproto-life that now dominates each cathedral devoted to Harzahk and forms the center ofevery Vallorian settlement.

Creating weapons,armor,and other tools from this abominable substance is accomplished by Vallorian spellcasters who use their formidable intellects to shape the stuff.This process is by no means easy.A Vallorian may spend days in deep concentration,laboring to produce a living sword that meets the exacting level ofquality demanded.

In game terms,these living weapons and armor receive one ofthe templates described below.These templates grant an item several benefits,at the cost ofgold pieces or experience points paid by the person responsible for its creation. They do not otherwise alter a weapon’s function.For example, a heavy mace that receives a template still counts as a heavy mace for the purpose offeats such as Weapon Focus.

A spellcaster must possess the Craft Living Arms and Armor feat (described below) to produce goods that have these templates.Living weapons and armor can receive any standard magical qualities as normal.A living weapon or suit ofarmor can receive only one ofthe following templates,and the item does not count as magical unless it is otherwise enchanted. Living items do not count as masterwork items,though they can receive that quality (and its benefits) for the normal price.

Living weapons and armor are designed,trained,and bred to obey only Vallorians.Other creatures cannot utilize them.

New Feat

Craft Living Arms and Armor

[Item Creation]

As a Vallorian fleshsmith,you have learned to sculpt chunks ofproto-flesh into living weapons through the power of your intellect.

Prerequisites: Vallorian,Intelligence 13,caster level 3rd

Benefit: You can apply Vallorian templates to items you create.Add halfthe template’s given cost to the base price in materials and components needed to produce the item.You can apply these templates to magical or mundane items.

Weapon Templates

Bloodthirster: A weapon with this template twists and writhes in its wielder’s grasp,moving like a snake that darts to the right and left in search ofan opening in its opponent’s defenses.A bloodthirster weapon gains sentience based on the strength ofits user’s intellect.In battle,it moves and bends to evade its foe’s defenses and strike at him.Its blade or bludgeon sprouts a pair ofbeady,malicious eyes and a small, slavering maw that nips at its foe.A bloodthirster weapon

adds its user’s Intelligence modifier to its attack rolls and damage rolls in addition to all other modifiers. Cost: 500 gp.

Flailing: Flailing weapons are similar to bloodthirster weapons,in that they move independently oftheir wielder’s actions.However,they are simpler,stronger creatures that are more suited to overpowering their enemies.When used to trip or disarm an opponent,a flailing weapon grants a +2 enhancement bonus to attack rolls and Strength or Dexterity checks to complete the maneuver.These weapons have small but powerful tentacles to grip and pull on their opponents or their weapons. Cost: 500 gp.

Gnawing: A favored adaptation for arrows,bolts,and sling stones,this trait grants a weapon a small,fanged mouth that bites down on its foe and holds fast.Gnawing weapons latch onto their target when they hit,dealing 1 point ofdamage per round until they are removed.They deal this damage starting on the round after they strike a target. A standard action removes all gnawing weapons from a single creature.A melee weapon with this trait deals this additional damage only ifthe Vallorian wielding it lets go ofthe weapon immediately after a successful attack. Cost: 100 gp.

Seeker: Seeker weapons develop finely honed senses that allow them to spot weak points in their opponent’s armor and strike at vital areas with relative ease.Weapons with this trait increase their threat range by one.For example,a weapon that threatens a critical hit on a roll of19–20 increases that range to 18–20 with this template.Apply this template before accounting for any feats or talents that improve a weapon’s threat range.A seeker weapon has a single,baleful eye that continually watches its user’s foe. Cost: 2,000 gp.

Venomous: A favorite ofVallorian assassins and scouts,a venomous weapon has a single long fang that drips a viscous,green poison.On a successful hit,it injects this poison into its target.The poison has a Fortitude save DC of14 and deals 1d4 points oftemporary Strength damage as its initial and secondary effects. Cost: 6,000 gp.

Warden: Weapons with this template are creatures with thick,protective plates and dozens oftiny eyes.A warden weapon defends its user from attacks,knocking aside incoming blows and aiding his attempts to parry.It grants the equivalent ofthe Expertise feat.Users who already possess that feat can double the AC bonus it grants them. Cost: 2,000 gp.

Armor Templates

Chameleon: By stretching a thin layer ofproto-flesh scales over a suit ofarmor,a Vallorian fleshsmith can grant it the ability to blend into a wide variety ofenvironments.The scales mirror the color and texture ofthe environment around them,granting anyone wearing this armor the ability to camouflage her presence.Chameleon armor negates the armor check modifier to all Sneak checks made to hide. In addition,it grants a +4 competence bonus to such skill checks. Cost: 2,000 gp.

Mending: Armor with this template includes a number of small,wormlike creatures that crawl over and beneath its plates and joints.The worms are pulpy,slimy creatures that produce fluids that can quickly heal wounds.Three times per day,a character wearing mending armor can heal herselfof 1d8 points ofdamage as a free action. Cost: 300 gp.

Swarm: Armor with this template consists ofseveral independent plates that move to arrange themselves based on their user’s desire.These “plates” are small,beetlelike creatures with thick,heavy outer shells.These beetles can move to protect their wearer’s vital areas,or they can distribute their weight to reduce the protection they offer while improving their user’s mobility.The wearer ofswarm armor can improve its maximum Dexterity bonus by as much as 4 and reduce its armor check penalty by as much as 4 ifshe chooses to reduce its armor bonus by the same amount.Ifthe item’s armor bonus falls to halfits original value or less,the armor counts as light armor until its armor bonus rises back to more than halfits original value.Any manipulation ofthe attributes of swarm armor,whether to reduce its armor bonus or to restore it to a higher value,requires a full-round action.Vallorian scouts favor this armor,since they can maximize their maneuverability when not in battle and then alter the armor to protect them in combat. Cost: 500 gp.

Shield Templates

Biting: A biting shield features a toothy,leering maw set below a pair ofsmall,glaring eyes.Once per round,a shield with this template can attack by snapping its jaws at an opponent that has just hit its bearer with a melee attack.The shield attacks only ifits bearer instructs it to do so;neither the instruction nor the shield’s attack are considered actions (one can take them at any time during a round).The shield has a base attack bonus equal to its bearer’s base attack bonus before any modifiers,and it deals 1d6 points ofslashing damage on a successful hit. Cost: 500 gp.

Grasping: Shields with this template have a number of long,limp tendrils hanging from their outer edges.When used to bash an opponent,a grasping shield can help to grapple the target with these tendrils.It grants its bearer the ability,after a successful shield bash,to make a grapple attempt as a free action that does not provoke an attack of opportunity. Cost: 4,000 gp.

Searing: This bulky,slimy shield has a single sphincterlike opening at its center.A fleshy,baglike organ hangs from the shield’s inner side,opposite the sphincter.Once per day when in battle,the bearer can instruct the shield (as a free action) to draw in a great breath and spew forth the acidic digestive juices stored in that organ.This attack is a standard action that the shield takes during its bearer’s turn.The caustic spray deals 2d6 points ofacid damage to any creatures within a 15-foot cone. Cost: 1,000 gp.