Fear Spawn

Medium Aberration (Evil, Psionic)
Hit Dice: 6d8+6 (33 hp)
Initiative: +2
Speed: 30 ft. (6 squares)
Armor Class: 14 (+2 Dex, +2 Natural), touch 12, flatfooted 12
Base Attack/Grapple: +4/+4
Attack: Claw +3 melee (1d6)
Full Attack: 2 claws +3 melee (1d6),
Space/Reach: 5 ft./5 ft.
Special Attacks: Psi-like abilities, steal fear, mode check +5, resting mode Psychic Subdual +4
Special Qualities: Darkvision 60 ft., gaseous form, lowlight vision, form of fear
Saves: Fort +5, Ref +4, Will +7
Abilities: Str 11, Dex 15, Con 13, Int 9, Wis 15, Cha 19
Skills: Hide +4, Intimidate +8, Listen +4, Move Silently +7, Spot +6
Feats: Ability Focus (steal fear), Great Fortitude, Track
Environment: Any
Organization: Solitary
Challenge Rating: 5
Treasure: None
Alignment: Always chaotic evil
Level Adjustment:

A strange luminous cloud floats before you, emitting sounds of torment and terror. As you continue to stare at it, you see some of your greatest fears form themselves from the mist.

A fear spawn is a psionic entity that feeds off of the fears of other sentient beings. Without any thoughts to feed off of, a fear spawn appears as a luminous cloud of mist. If there is a sentient being near the fear spawn, it feeds by probing the mind of that being and forms itself into that being’s greatest fear. As the being cowers in terror at the sight of its greatest fear come to life, the fear spawn feeds on the brain waves of terror, strengthening itself.

Fear spawn inherit their vampiric hunger for fear from their progenitors: they are created when one of the Nameless Fear kills an intelligent creature of over 5 hit dice with a mind-affecting psi-like ability. If the body of such a creature isn’t sprinkled with holy water or cremated within 24 hours, the residual psychic energy of the attack and the creature’s frozen-in-death state of fear react, transforming the body into the gaseous state of a fear spawn. Certain other effects, such as placing the body in a magic circle against evil or a hallowed site, or a null psionics field, can prevent such a transformation indefinitely, and if the creature is restored to life, all threat of transformation vanishes. If a creature does transform into a fear spawn, it cannot be raised, but it may be resurrected if the subdued form of the fear spawn is present for the effect.

Adaptation: Fear spawn do not need to be tied to the Nameless Fear. They could exist as independent entities, arising spontaneously when creatures die of fear from a night terror. If you wish to use the Nameless Fear in your games but would prefer something lighter on the rules, the statistics for the fear spawn make a ready substitute.


A fear spawn locates sentient beings through use of read thoughts. It approaches stealthily while gaseous, favoring foggy conditions or targets which seem skittish. It gorges itself in fear and terror caused by its psi-like abilities or its intimidation skill. If threatened, it solidifies and attempts a steal fear attack in the same round, typically against terrified or demoralized foes. Once in its form of fear, it strikes like a feral beast.

Gaseous Form (Ex): In its natural state, a fear spawn resembles a cloud of faintly glowing mist. While in this form, the fear spawn has a fly speed of 30 feet (perfect maneuverability) and retains the use all of its psi-like abilities and its steal fear ability. It can become solid or revert to a gaseous state as a move action as often as it wishes, although it can only benefit from form of fear when it is solid.

Psi-Like Abilties: At will – read thoughts, 3/day – demoralize, false sensory input, 1/day – psionic dominate. Manifester level 7. The save DCs are Charisma-based.

Steal Fear (Su): To feed, the fear spawn extracts the fears of creatures near itself. A fear spawn may attempt to steal fear from any non-mindless creature within 30 feet as a standard action. If the target fails a Will save (DC 18), they suffer 2 points of temporary Wisdom damage, which fades five minutes after leaving the presence of the fear spawn. After a successful steal fear attack, the fear spawn instantly takes on the physical form of the target’s worst fear, granting it the abilities described in the form of fear entry below. The save DC is Charisma-based.

Form of Fear (Su): If the fear spawn successfully uses its steal fear ability, it takes on a horrid form drawn from its victim’s worst fears, which grants the fear spawn the frightful presence extraordinary ability. Opponents within 30 feet that have fewer Hit Dice or levels than the fear spawn and that have line of sight become shaken for 1d6 rounds if they fail a Will save (DC 16). An opponent that succeeds on the saving throw is immune to the fear spawn’s frightful presence for 24 hours. Frightful presence is a mind-affecting fear effect. The save DC is Charisma based.

This horrific form also increases the fear spawn’s natural armor bonus by +3 and grants it damage reduction 2/– and a +4 bonus to Strength. This effect functions only while the target that was subjected to steal fear is within 30 feet and alive. If the fear spawn delivers another steal fear attack, it does not transform again, but if any victim is within 30 feet of the fear spawn and alive, this ability persists.

Skills: Fear spawn have a +2 racial bonus on Move Silently and Intimidate checks.

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