Cerulean Seas Waves of Thought

ALP-CS02:
Cerulean Seas
Waves of Thought
Role Playing Game Supplement

New Undersea Psionics Guide for use with the Pathfinder Roleplaying Game*
Written by Emily Ember Kubisz, Sam G. Hing, & Matthew Cicci
In association with
*This book also requires PSIONICS UNLEASHED. Copyright 2010, Dreamscarred Press.
Credits
Lead Designer: Emily E. Kubisz
Artistic Director & Layout: Tim Adams

Authors: Emily Ember Kubisz, Sam G. Hing, & Matthew A. Cicci
Editing and Development: Jeffrey Turner & Stephanie Dawn Schubert
Legal Consultant: Marcia McCarthy
Cover Artist: Fabio Porfidia; Interior Artists: Tim Adams, Sarah Bates, Black Cardinal Comics,
Lane Brown, Adam Burnier, Lauren Clark, Cliodna Connoree, Alex Dedy, Nancy Disiro, Thomas Duffy,
Samuel Flegal, Emily Ember Kubisz, Bobbie Jean Pentecost, Fabio Porfidia, Molly Rodman, Sam Shank,
Colby Stevenson, Candis Swain, Tek Koon Tan, & Daryl Toh Liem Zhan
Special Thanks to Our Kickstarter Contributors: Adam Windsor, Andrew (ZenDragon), Andrew J. Hayford,
Andrew Maizels, Ben Lash, Bill Birchler, Bob Runnicles, Brian Guerrero, Carl Hatfield, Annette B, Chris Kenney,
Chris Michael Jahn, Craig Johnston (flash_cxxi), Curtis Edwards, Daniel Craig, Daniel P. Shaefer, Daniyel Mills,
Dark Mistress, David Corcoran, Jr., Davin Perry, Dawn Fischer, Dean M. Perez, Douglas Limmer, Douglas Snyder,
Ed Courtroul, Ed McLean, Endzeitgeist, Francois Michel, Frank Dyck, Franz Georg Roesel, GLNS, Henry Wong,
Herman Duyker, James "Jimbojones" Robertson, James Wood, Jason "Hierax" Verbitsky, Jason "Mikaze" Garrett,
Jeremy Wildie, Jon Moore, Joseph "UserClone" Le May, Julien A. Fraud, Karen J. Grant, Karl The Good,
Kevin Mayz, Kyle Bentley, Lewis Crown, Mark Moreland, Matthew Parker Winn, Michael D. Blanchard,
Mike Shannon, Nate Swalve, Niall Sullivan, Nicholas Fascitelli, Noble Hays, Paul Cavanaugh, Paul Ryan,
Paul Woods, Peter Duchak, Purple Duck Games, R. A. Mc Reynolds, Rod Davidson,
SAGA (Southern Arizona Gamers Association), Scott Sutherland, Sebastian Dietz, Shana Rosenfeld, Shane O'Connor,
Stephen Horsley, Stephen Hutchison, Steven Vanderburg, Tetsubo, Tom Ladegard, Z. Daniel Esgate,
& Zakharov "Zaksquatch" Sawyer
Additional Thanks: Team Draconis, Dreamscarred Press, & Ofelia Jean Kubisz
Cerulean Seas Waves of Thought 2012 Alluria Publishing. All rights reserved.
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OPEN GAME LICENSE v 1.0a. Copyright 2000, Wizards of the Coast, Inc.
SYSTEM REFERENCE DOCUMENT. Copyright 2000, Wizards of the Coast, Inc.; Authors Jonathan Tweet, Monte Cook, Skip Williams,
based on material by E. Gary Gygax and Dave Arneson.
PATHFINDER RPG CORE RULEBOOK, PATHFINDER RPG BESTIARY, PATHFINDER RPG BESTIARY 2, PATHFINDER RPG BESTIARY 3, &
PATHFINDER ADVANCED PLAYERS GUIDE. Copyright 2009-2012 Paizo Publishing, LLC; Lead Designer: Jason Bulmahn, based on
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THE BOOK OF EXPERIMENTAL MIGHT. Copyright 2008, Monte J. Cook. All rights reserved.
THE DEEP. Copyright 2003, Mystic Eye Games, LLC; Authors: Becky Glenn, Stefon Mears, Susannah Redelfs, and Robin Wise.
CERULEAN SEAS CAMPAIGN SETTING. Copyright 2010, Alluria Publishing. All rights reserved.
PSIONICS UNLEASHED. Copyright 2010, Dreamscarred Press.; Authors: Jeremy Smith, Andreas Rnnqvist, and Philip Leco II.
TOME OF HORRORS. Copyright 2002, Necromancer Games, Inc.; Authors: Scott Greene, with Clark Peterson, Erica Balsley, Kevin
Baase, Casey Christofferson, Lance Hawvermale, Travis Hawvermale, Patrick Lawinger, and Bill Webb; Based on original
content from TSR.
Product Identity: The following items are hereby identified as Product Identity, as defined in the Open Game License version
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Authors
Sam G.
Hing
Chapter 1: Aquatic Psionics
Contents
4
Preface ....................................................... 5
Introduction .............................................. 6
Common Terms........................................ 7
Using this book ........................................ 7
Chapter 2: Psionic Aquatic Races
Amphian ................................................... 10
Asrai........................................................... 11
Melusine .................................................... 12
Merkoth ..................................................... 13
Naga, Benthic ........................................... 14
Zef .............................................................. 15
Psionic Seafolk half-races ........................ 16
Vital Statistics ........................................... 17
Chapter 6: Psionic Sea Bestiary
66
Introduction to Psionic Sea Monsters .... 67

Creature Glyphs ....................................... 67
New Sea Monsters ................................... 68
Appendices
88
Appendix 1: Psionic Aquatic Monsters . 88

Appendix 2: Pronunciation Guide ......... 88
Appendix 3: Index of Tables ................... 89
Appendix 4: Art Index............................. 89
Open Game License ................................. 90
Special Thanks .......................................... 91
Cardstock Minis ....................................... 92
Index .......................................................... 94
Chapter 3: Undersea Psionic Classes 18

Adapting Existing Classes ...................... 19
Aquanaut ................................................. 21
Prestige classes ......................................... 36
Chapter 4: The Gifted Sea
42
Feats ........................................................... 43
Powers ....................................................... 47
Aquatic Equivalents .......................... 47
Undersea Power Lists ........................ 48
New Undersea Powers ...................... 50
Aquatic Psionic Items ............................ 54
Chapter 5: Cerulean SeasPsionics
58
Racial Histories......................................... 59
Other Races of the Sea ............................. 64
Chapter 1:
Soothing the Savage Mind
Aquatic Psionics
hen the World was Young,...

Water covered the whole of the realm. This was before the word flood had
meaning, predating life on dry land, and prior to the history of the ancient nommo. The gods,
if they even existed in these times, were silent. The arcane forces holding reality together had
yet to be fathomed. Magic (divine, arcane, or otherwise) had no place in these primal seas. In
this ancient world, it was the pure application of Will that shaped the waves. The creatures
that wielded it, though exceedingly primitive, were the most powerful. This was the
foundation of the psionic sciences.
Innate psionic power led to the development of better brains to wield it. With this
came sapience. The first great races of this world knew nothing of magic or the divine.
Instead they trusted in the power within. By the time that the first primordial crawling
thing skittered onto dry land, aquatic battles of Will had been fought for ages. When the
first dragon took flight, psionic power had been a science since time immemorial. Instead of
magic, these colossal reptiles were masters of telepathy, psychokinesis, and metacreativity.
Psionics seemed to be the pinnacle of evolutionary power. However, other forces filled the
cracks of reality and perception, eroding them at their core, and inundating the intuitive
power of Will with external forces. The gods demanded tribute. They convinced the realm
that their Will was more powerful, their intensions more pure, and their wrath more deadly.
Thus divine Will became the magic of the world, and even the dragons forgot the
power they once had within. Wars were no longer battles between the Wills of the realm,
but struggles against the subjugation of realms beyond. In time, psionic power became a
distant memory to most races even to those that had at one time been great masters of the
science. In an effort to reclaim independence, knowledgeable individuals unraveled the fabric of
reality itself, and learned to harness its power. They were the first wizards of the world.
Eons passed, and most of the descendants of the psionic masters had embraced the new
power, that of arcane magic. Those few left that knew the secrets of psionic power had been
forced into the inky shadows and murky depths, but they were never entirely eliminated.
Wherever they went, they faced persecution. Their power was that of internal wisdom and
personal fortitude, it was not granted to them through application of intellect or divine forces.
Their existence seemed to threaten both the devout and the intellectual.
They say that time moves in a circle. If so, then the rising waters perhaps hailed the
return of the beginning. With waters rushing in from murky depths, so too the ancient was
reunited with the new. Ancient races of Will resurfaced from their hidden lairs, their abyssal
homes, and their cities of shadows. The Will had always belonged to the waves,
and finally, it has returned.
Introduction
When Dreamscarred Press announced that they
would be releasing PSIONICS UNLEASHED for the
PATHFINDER ROLEPLAYING GAME, Alluria
Publishing excitedly began working on WAVES OF
THOUGHT. Much of this material had already been
conceived of in some form, as the CERULEAN SEAS
CAMPAIGN SETTING existed long before the release
of the Pathfinder RPG sourcebook. Psionics had
been a part of this undersea world since its
inception, and it felt somehow incomplete without
including the important facet. We are very happy
to present to you the more complete Cerulean
Seas, as we had first envisioned it to be.
To many, psionic power conjures up images of
primal forces with tentacles and slime. Terrible
brain-eating monsters that lurk in the damp and
dark have this power and only those that know
their secret science have the hope of fighting them
on an equal battlefield. This always seemed to be a
perfect fit for an aquatic campaign world, where the
races are ancient, squid-like species abound, and
dark depths are everywhere.
Applying PSIONIC UNLEASHEDs rules to an
undersea world was surprisingly simple. The
design team over at Dreamscarred Press was very
supportive of our project, and our team
corresponded with them at length on the subject.
What we concluded was that, unlike the rules of
magic and combat, the mechanics of psionics were
fairly universal, even when applied to the sea.
Since we did not have to devote a lot of time
towards rules conversion, the design team was
able to focus specifically on maintaining the
unique flavor of Cerulean Seas and ensuring that
submerging the mechanical rules and psionic
flare of Psionics Unleashed did not drown out
any player options or fun.
As a result, we have created a highly compatible
world for the inclusion of psionic power, without
the necessity of adding it to any specific degree. If a
Gamemaster decides to exclude psionic power from
his interpretation of the Cerulean Seas, the setting
still functions well. If only a little is added, perhaps
a race or a monster, the story-line still remains
viable. Of course, we invite you to use all of this
material and believe you will find it a perfect
fit for spicing up your existing aquatic
campaign or starting a new one.
We began the project by focusing on the new

psionic races of the realm. Much like the design
philosophy that we applied to REMARKABLE RACES,
we wanted the psionic races to be modular so that
Gamemasters could add them to an existing
campaign without having to rewrite history or
make any world-sweeping changes. Psionic races,
with their tendency towards being persecuted and
becoming clandestine as a result of that seemed to
mesh well with this concept. The Alluria design
team admittedly holds a traditional view on the
essence of psionic power in that it is different and
perhaps the opposite of magic. You will often see
this viewpoint reflected in the design of the new
races that we present in this book.
The authors of this book believed we would be
remiss if we did not also include at least one
psionic class specially tailored to an underwater
world. We kicked around a lot of great ideas, but
eventually all agreed that the Aquanaut was the
way to go. It had all the qualities we were looking
for; it was a unique concept, specifically suited to
aquatic life, worked well with Dreamscarred
Presss interpretation of psionics, and presented a
memorable image.
Feats, powers, and psionic items came next.
Only a handful of these features needed to be
altered or replaced, leaving us a lot of room to
add something new. The authors decided to use
this as an opportunity to add a few finishing
touches to the new races and to the aquanaut.
Much like in the Cerulean Seas sourcebook, we
separated much of the campaign specific
information into its own chapter. We wanted to
keep the spirit of the campaign setting guide, in that
it is also a helpful guide to undersea adventuring.
Even if the Gamemaster decides to use his own
world or an adaptation of ours, it would prove
useful. The history of the realm has a strong
presence, but is not so closely tied to the crunch
presented that they cannot be easily separated.
Lastly, in true Allurian style, we present a
comprehensive aquatic psionic bestiary. We were
able to tap the genius of our two best monster
makers, Sam Hing (CREEPY CREATURES) and
Mathew Cicci (FEY FOLIO) to bring you some truly
fearsome psionic foes that will add both terror and
intrigue to your underwater world. Of course, we
tied it all together with our award winning artists to
bring you the high quality material that you have
come to expect from Alluria Publishing.
Using This Book

This book is divided into six chapters with
several helpful appendices. The first chapter is a
simple introduction designed to both explain our
design process and set the tone for the tome.
Chapter two describes six new races (amphian,
thalassic asrai, merkoth, melusine, benthic naga,
and zef). Chapter three examines how existing
classes fit into an aquatic world and presents a
new class (the aquanaut) and well as a couple of
prestige classes. New and existing feats, powers,
and psionic items are fathomed in chapter four.
Chapter five offers details of the campaign setting
itself, including specific racial histories and other
setting specific information. The last chapter is a
complete aquatic psionic bestiary.
Common Terms
Words listed below are often referred to
throughout WAVES OF THOUGHT and are defined
here for clarification. More advanced definitions
can be found either in the Cerulean Seas core
rulebook, or later in this tome.
Anthromorph: A humanoid sea-animal.
Benthic nagas and zefs are anthromorphs.
Aquanaut: An aquatic psionic class that gains
power through psionically enhanced mutations.
The Bloody War: A war that ended over 400
years ago between sahuagin and the good
denizens of the sea. The sahuagin lost and were
hunted to near extinction.
Brill: An extremely rare and ancient glowing
stone that is actually a psionically transformed elf
(though many falsely believe that the
transformation was a magical process).
Brillstones come in blue, green, and red. This
tome reveals many secrets of this mysterious
mineral that the corebook does not.
Buoyancy Units (bu.): These reflect an items
buoyancy, and are described later in this chapter.
Cerulean Seas: The known world which is
divided into nine sections (or seas) by location.
Depth Tolerance: The maximum depth a
creature can safely traverse. This is detailed in the
section on pressure later in this chapter.
Feykith: Any variety of water fey

descendants, including thalassic asrai, sea-elves,
and selkies.
The Great Flood: A catastrophe that raised the
ocean level several hundred feet, drowning most
of the land and those that inhabited it. This
happened over five centuries ago.
Merfolk: A creature with a humanoid torso
and fish-like lower half. Apsara, amphians,
merkoth, and melusine are all merfolk.
Trueform: An intelligent species of nonhumanoid form. Ixarcs (also known as Ix) and
medusians are trueforms. While not standard PC
races, they do contribute to the overall society of
the campaign setting.
Whirlpool (or Vortex): A specific
environmental hazard that creates a funnel of
water and strong currents. Please refer to rules
presented in the CERULEAN SEAS CAMPAIGN
SETTING for more information.
Chapter 2:
The Will and the Wave
Aquatic Psionic Races
All know that the sea is teeming with rich

biodiversity. Hidden species abound, waiting to be
discovered in the vast and endless blue. Sapient life
is no exception to this, and the psionic races are some
of the oldest species of the realms murky depths.
Yet, these psionically endowed beings remain
relatively unknown. Eons ago, psionic study yielded
to less introspective power such as arcane and divine
magic.The powers of the mind became taboo, feared,
and even despised. Races with a knack for psionic
power were chastised, hunted, and the subject of
attempted genocide. Nevertheless, they have
endured, and many have been documented.
In this chapter, six psionic races are detailed. As
they are all relatively rare compared to the core races
of the Cerulean Seas, they can be added to a
campaign at any time without having to rewrite
history or make great changes to the flow of the
game. Each race contributes its own unique flavor,
enriching the wonder of the campaign setting with
the distinctive presence of psionic power.
Besides contributing to the mysterious history of
the realms past, the races presented here also
represent possible evolutionary scenarios for existing
races. Of all the psionic races of the sea, the merfolk
have the most talent. Seafolk themselves often
produce psionically inclined individuals, thus it is
not unusual that the merfolk evolutionary tree
contain a few psionically talented species.
Anthromorphs, with their extremely diverse
forms and histories, likewise have extremely diverse
talents; psionic aptitude being no exception. Feykith
are the least inclined toward psionic power, as they
tend to personify arcane forces which are not
typically compatible with introspective powers of
the mind.
Of the merfolk species, the amphian and the

melusine are evolutionary branches of the familiar
family trees of the cindarians and nommo,
respectively. Amphians represent a more
mischievous, fun-loving version of the cindarians,
while the melusine are exaggerations of the nommos
more alien nature.
Merkoths are the historical amnesiacs of the
psionic aquatic racial lineup, as they are always
raised by races other than their own. They embody
the outcast nature of being psionic. Merkoths begin
life without ties to a biologically similar family, often
with powers and abilities that seem alien to their
adopted parents.
Asrai, the only psionic feykith, embody a more
primitive and elemental aspect of the fey folk. They
act as emissaries between the arcane and the psionic
two forces that are often contradictory in the
Cerulean Seas.
The naga, an anthromorph race, add the
suspicious and secretive element of psionic nature to
the seas. This snake-like race is everywhere, yet few
know much about them. Intensive training combined
with blood oaths of secrecy ensure that even the
location of the fabled naga city remains unknown to
the mainstream population.
The zefs (an aquatic alternate-reality version of
the zifs for those familiar with the Remarkable Races
supplement) add that eldritch element of psionics.
This race, as old as life in the sea, exhibits a
seemingly peaceful, grandfatherly nature. However,
underneath the surface roils an alien mindset
and a dark past filled with mind-numbing
terror and powerful psionic enemies.
Amphian
The amphians are a race of charismatic nomads. Like most
merfolk, they revere art in all forms, but have a special fondness
for song, dance, and other forms of entertainment. Regarded by
other races as scoundrels, thieves, tricksters, and wastrels for
centuries, amphians have developed a unique and close-knit
culture. Their knack for psionic power has done nothing for
fostering trust among the common folk who already regard
psionics with a high measure of suspicion. Consequently,
superstition has become the hallmark of the amphian, both from
how they are perceived and within their own society.
Physical Description: Sages have much to say about the
peculiar appearance of the amphian, but they all seem to agree
that their likeness to a clown fish is no mere coincidence. Their
own culture recollects a time when they began as a tribe of
particularly gifted cindarians. According to amphian legend, a
hero among their tribe stole a powerful artifact from Poseidon
himself, as nothing more than a prank to impress the chieftains
daughter. As a punishment, the angry god transformed the
prankster and his tribe to resemble a mixture of jester and
clownfish, so that he and his people would have a hard time
securing respect as anything but professional fools.
Aside from their jesterly markings and colorful orange and
white striped lower halves, the amphians also vary quite
remarkably among gender and share an astonishing biological
difference from other merfolk. All amphians begin their lives as
males. Adult male amphians are hairless and Small-sized,
reaching a maximum of 4 feet in length. At around age 40, the
change occurs. The male amphian begins to sprout bright redorange hair on his head, and over the course of one-years time
grows another 2 or 3 feet in length. At the culmination of the
change (12-16 months after onset), the amphian becomes fully
female and lives out the rest of her life as this new gender.
Society: Amphians have a rich culture that is brimming with
tradition and superstition. Males and females share an equal role,
though these roles vary greatly from individual to individual. While
all amphians seem capricious and child-like to most other races,
many do take their vocations quite seriously. A male amphian is just
as likely to be highly skilled in a particular class as a female one,
despite obvious age differences and apparent experience. An
amphian is not expected to grow up at any particular time, and
some even revert back to a more juvenile outlook after the change.
10
Like clownfish, the amphians share a special kinship with

giant sea anemones. They make their homes in these beautiful,
flower-like, but deathly toxic creatures. Being a nomadic culture
that can range several thousand miles, their anemone homes are
easily transported on the backs of giant crustaceans and sea
turtles. If there is any truth to the legend that the amphians
originated from the cindarian race, the evidence would surely be
in their closeness to nature and natural animals of the sea.
Relations: Most races have a love-hate relationship with the
amphians. Despite their reputation for swindling and theft, they
are also highly renowned entertainers. In some areas, the
amphians are driven out completely and are not welcome to
return. In others (especially ones who are visited by amphians
infrequently) they are sought-after curiosities. Some amphian
families cater to this fascination by incorporating large traveling
carnivals into their routine.
Alignment and Religion: The phrase lawful amphian is
somewhat of an oxymoron, as the race is centered on personal
freedom and having fun. However, no culture can persist
without some measure of structure, and a few individuals do
serve as keepers of the law and tradition. While highly
superstitious, the amphian recognize a hodge-podge of deities
and only in a very cursory manner. They revere both Mariblee
and Poseidon; though often know little of the specifics of those
religions. Consequently, amphian clerics, paladins, and
inquisitors are exceedingly rare.
Adventurers: Despite their apparently easy-going lifestyle,
amphians have a particularly strict caste system based on birth
order and astrological sign. The only way to escape the often
rigorous duties assigned to each caste is to take up an
adventuring class. Each class holds a prestigious rank among the
amphian and some are given special racial titles. For example,
amphian wilders are affectionately known as Jokers. Many titles
are tongue-in-cheek though carry no less respect among
amphian culture. Case in point, even the greatest amphian
warriors are known as Fools and to be called this is actually a
great honor.
Names: Because amphians keep the same name
throughout their life, there is no distinction between male and
female names. Amphians have no
set naming practice,
and generally adopt the names

cultures that they encounter.
common to other
Asrai, Thalassic
Many sages agree that the fey began as elemental forces
of nature that became infused with energy from the world of
Fairie. If this is indeed the case, then the Asrai represent the
water itself. While the drylanders were familiar with tiny
water fairies known as asrai who dwelled in lakes and ponds,
their oceanic cousins remained relatively unknown until long
after the Great Flood. The Thalassic Asrai, also known as
Greater Asrai or Psionic Asrai, are considerably larger.
Much like their smaller kin, however, the Thalassic Asrai are
cold as ice and seemed to be composed entirely of water.
Physical Description: Asrai look much like sea elves and
stand around 5 feet tall. Upon first glance, they may even be
mistaken for sea elves if it was not for that fact that they are
slightly transparent and their hair is composed of long, thick
tendrils. They are devoid of pigment, taking on the color of
their surroundings. Their skin shimmers like the surface of a
bubble. Both males and females seem to be exceptionally
beautiful.
Society: Asrai gender is purely superficial, as they do not
reproduce by biological means. Instead, they appear through
a process known as spontaneous generation, which means
that an asrai child will occasionally spontaneously appear in
the vicinity of two or more asrai. Not even the asrai know
when or how this process will occur, though they usually
accept the obligation of raising the new child and providing
for its continued existence.
Asrai are peace-loving
creatures, but will not hesitate to
defend themselves with whatever
means they deem necessary.
Relations: Thalassic asrai are typically shy and softspoken. Those that get to know an asrai will find that they
often have pleasant personalities and are fond of good
humor, music, and intelligent conversation. They will also
find out that the seemingly peaceful and passive feykith can
transform into a whirlpool hellion in the blink of an eyethen, as quickly as it was lost, their serene composure is
regained. The thalassic asrai universally shun pollution and
abhor murk, leading most to live far away from other races
and civilized lands.
Alignment and Religion: Asrai gravitate towards the
neutral good alignment and prefer similarly aligned deities.
It can be assumed that most asrai are good, or at the very
least benevolent towards any creature that does not
contribute towards polluting the water. Occasionally, a
vengeful asrai will emerge- his initially peaceful mission
twisted by anger and outrage.
Adventurers: Asrai adventurers prefer classes that allow
them to spend long periods of time in quiet contemplation or
study. Thus psions, wizards, and clerics are fairly common
among their population. Their natural psionic abilities
guarantee a much higher percentage of psionic classes among
their population.
Asrai adventure in order to maintain balance, prevent
water pollution, and to protect their isolated communities.
They revere knowledge, especially personal insight, and may
even undertake long quests in order to learn more about
themselves.
Names: Aka, Aloip, Bloo, Biyo, Dwis, Elowin, Fellip,
Fwish, Gurgla, Gree, Hoosh, Ieop, Jeeswa, Liaow, Liswip,
Ooplisa, Pleisa, Sessa, Soosh, Walawa, Zells, Zish
11
Melusine
The nommo often use themselves as an example of an
ancient sea-dwelling species that has no significant history of
psionic power. However, this is not entirely true, and the
melusine stand as living testament to ancient psionic
dabbling. Eons ago, the nommo discovered a rift to another
world that opens once per millennium for one year. The
aquatic race that they encountered from this world, the
vemnu, had a knack for psionic talent. The nommo and the
vemnu made a treaty, exchanging one hundred scholars
each. The nommo intended to learn the vemnus secrets and
harness their own minds untapped potential. Unfortunately
for the vemnu, their scholars died of a mysterious plague less
than a decade into their study. One thousand years later,
when the rift reopened, the descendants of the nommo
scholars stepped through. However, centuries of exposure to
the vemnus home world had changed them into the
melusine. The nommo, horrified, permanently sealed the rift
and tried, in earnest, to eradicate the melusine who were seen
as impure abominations of the nommo bloodline. The
nommo of today will steadfastly deny that the melusine are
related to them, though the melusine have never forgotten.
Physical Description: The melusine have several baseforms, but they do share common features. Their face is similar
to a Nommos in structure, though their eyes range from
phosphorescent green to luminescent blue. Two smaller eyespots glow above each eye in males, or below each eye in
females. Their smooth skin is light grey and often tinged with
mauve. Their gills are fringed with long, finger-like
protrusions. Those that share the merfolk form have lengthy,
eel-like tails like the nommo. Unlike the nommo, however,
these tails are forked toward the end.
Melusine have three different base forms in addition to
the standard gender binary. In each form, the female is
slightly larger and thinner than the male. The most wellknown base-form is the free-mind, which share the merfolk
form and all of the standard characteristics of the melusine.
The overminds look similar, but are larger and have a third
eye in the center of their head in addition to their other eyes
and eye-spots. Finally the low-minds are sexless bipedal
humanoids with advanced muscle structure.
Society: Melusine society is structured largely on gender

and base-form. Perhaps a remnant of their Nommo heritage,
melusine are matriarchal, and females hold larger standing
over males regardless of base-form. As the name suggests,
overminds rule over the other base-forms, while free-minds
are the races middle class. Low-minds are treated as slave
labor for the entire race, and those that resist this fate are
often made to comply with psionic subjugation.
Melusine genetics is a rather complicated subject, with
base-form being an inherited genetic trait.. Low-minds are
sterile and cannot reproduce. A male and female overmind
will always produce low-mind offspring. A male and female
free-mind can produce any type of offspring, though
overminds and low-minds are more common than free-minds.
A female overmind and a male free-mind will produce only
free-minds and low-minds. A male overmind/female freemind paring is the most favorable, producing either free-mind
or overmind offspring. This set of breeding strictures ensure
that all castes have strong ties to one another.
Relations: Melusine have a long history of keeping to
themselves, sometimes disappearing for centuries during
periods of hardship (such as during the Bloody War and the
Great Flood). Most races view them as peaceful recluses, and
their general opinion is usually based on their overall outlook
regarding psionics. Of course, their relationship with the
Nommo can be best described as strained.
Alignment and Religion: Melusine are rigidly lawful, and
share many personality characteristics that are well-known
among the nommo, including the ability to justify abhorrent
behavior in the name of keeping order. Unlike the nommo,
however, the melusine are strict atheists, and religion is looked
down upon as both primitive and disempowering.
Adventurers:
Only the free-mind
base-form is
known to regularly
take up adventuring
classes. Of the
melusine adventurers,
psions and
psychic warriors
comprise the majority.
Names: The melusine
share the same naming
practices of the nommo, which
hasnt changed in several ages.
+2 Constitution, +2 Intelligence, -2 Charisma: Melusine are hardy and very intelligent, though
they lack social grace and proper respect for races other than their own.
Racial Buoyancy: -170, Depth Tolerance: 3,000 feet
Medium: Melusine are Medium-sized creatures.
Fast Swim Speed: Melusine have a base swim speed of 40 ft.
Darkvision: Melusine can see in the dark up to 60 feet.
Light Sensitivity: Melusine are dazzled in an area of bright light.
Aquatic: Melusine cannot breathe air or survive on dry land. They begin suffocating after a number of rounds
equal to twice their Con score.
Compound Eyes: Melusine receive a +2 racial bonus on Perception checks.
Melusine
melusine
melusine
12
Pressure Sensitive (300 feet): Melusine are highly acclimated to extreme depths, and suffer from
low pressure. Treat this as if they exceeded their pressure range above depths of 300 feet.
Merkoth
The enigmatic merkoth is rarely encountered, but wellknown. Legends revolving around several famous (or
infamous) individuals of this race have circulated across the
Cerulean Seas. To say this unusual merfolk species prefers a
solitary existence is not entirely true. While steadfast hermits
exist among their kin, many more freely mingle amid the
plethora of sea-born societies. It would be more correct to say
that merkoth prefer not to interact with others of their own
kind. This is perhaps the major contributing factor to their
dwindling numbers and infrequent presence.
Physical Description: Instead of piscine influence seen in
most merfolk makeup, the merkoth is decidedly part
octopus; evident in its elastic, hairless flesh and eighttentacled lower half. Merkoth faces are a strange blend of
attractive and alien. Their pleasantly shaped face, eyes, ears
and lips are offset with a pupilless white eyes and stark
absence of a nose. To complete this peculiar picture, the
merkoth has tubular gill vents on the sides of its neck, a
ridged cranium, and the ability to contort its entire body into
unnatural positions. A merkoths skin coloration changes
with mood and generally ranges from lavender to green with
darker patches of veiny patterns. Males and females differ in
the same ways as that of seafolk and other common merfolk
races.
Society: If merkoth had a society to speak of, it was long
before recorded history. It seems that the Merkoth themselves
know the least of their own history, leaving that to the sages of
other species. Unfortunately, even the vast sea-elven archives
mention the merkoth through the actions of individual
members of their species, with no recorded note of two
merkoths working together, let alone any allusions to a society.
What could be said of their culture is that merkoth despise
each others company, seeking out a mate once in their lives as
a matter of unavoidable instinct. After conception, which is an
extremely private matter carried out in remote isolation, the
merkoth part their ways and strive never to see each other
again. The female lays 1-3 fertilized eggs a few months later.
Great care is then taken to find foster parents (of a nonmerkoth race) for the new offspring, though no more than one
egg is assigned to each family. In fact, the mother
merkoth may travel thousands of miles to disperse the eggs

far apart from one another. The mother then departs, and
avoids ever seeing her offspring, which usually hatch around
6 months later. Merkoth prefer finding foster parents who are
psionic or understand psionic power, but exceptions have
occurred. When a merkoth is asked why they avoid each
other so vehemently, the merkoth will often report that the
presence of another of his own species is uncomfortable or
spawns an intense headache. Why any species would evolve
this trait is a great mystery.
Relations: Merkoth are raised by a variety of species and
therefore have an assortment of reactions to other races, if
they adopt the same views as that of their adoptive parents.
Psionic races often view the merkoth with a measure of pity
and respect, understanding the burden of psionic heritage
without the benefit of a biological parent to act as a guide.
Non-psionic races often judge the merkoth based on local
legends pertaining to individuals that the population has
encountered in their past. Unfortunately, notorious villains
among their ilk are just as common as honored heroes.
Alignment and Religion: Merkoth seem to have a strong
propensity to adopt the culture that raised them, with the
exception of any reference to ties of blood or genetic heritage. It
seems that family values are as hard to instill in a merkoth as it
is to get two merkoth to interact with one another. They often
share the same attitudes of other adopted children in their
culture; either feeling inferior or blessed depending on the
values of the society in which they were raised.
Adventurers: Merkoth, with their natural psionic powers,
excel in any psionic class. Without having their own children to
worry about and nearly no long-term drive to settle down
and create a family, most merkoth devote their lives towards
adventuring. Their goals are unique to each individual, often
based on the culture of their adoptive family.
Names: Merkoth are named by their foster parents, and
therefore have no naming practices that are culturally unique.
13
Naga, Benthic
Somewhere, hidden among the vastness of the Cerulean
Seas, is the naga city of Talashaku. The city, said to be built
out of crystal and precious gems, is much sought after by
treasure hunters and historians alike. Hunters of this fabled
realm will warn, however, all benthic nagas who are trained
in the psionic arts (which is most of them) are required to
take an oath to protect its location. Even if one could get past
the thousands of psionic snake-men guarding the city, odds
are that one would, at the very least, not remember the tale
well enough to tell it.
Physical Description: To even a novice sage familiar with
monster lore, it is evident that the benthic naga is not a true
naga at all. Despite its obvious naga-like features, its head
seems more reptilian than humanoid, and two very
humanoid-looking arms sprout from its torso. In fact, the
benthic naga are not pure-blooded naga in the traditional
sense, though their progenitors surely were. Whether of
mixed lineage or the result of directed adaptation, the benthic
naga seem to be a unique species of serpentine people in their
own right. The body of a benthic naga is covered in yellow
and black striped scales and it has a long, flattened tail that
aids in swimming, similar to that of a sea-snake.
Society: Benthic nagas are a secretive lot. As far as they
will admit, most originate from a hidden city where they were
taught how to master their psionic power. Naga upbringing
seems to include several oaths of silence concerning many
facets of naga life; the location of their city, their population,
their leadership, and even the particulars of their training all
appear to be taboo to discuss. It is very possible that the
majority of naga do not even hold the answers to these
questions about their own kind.
BENTHIC NAGA RACIAL TRAITS

+2 Dexterity, +2 Wisdom, -2 Charisma: Benthic Nagas are lightning quick in
both form and wit, but their inability to take a joke is a detriment to most
social situations.
Racial Buoyancy: -50A, Depth Tolerance: 300 feet
Anthromorph: Benthic nagas have the anthromorph subtype as described in the
CERULEAN SEAS CAMPAIGN SETTING.
Medium: Benthic nagas are Medium creatures and have no bonus or penalty
due to size.
Normal Swim Speed: Benthic nagas have a base swim speed of 30 feet.
Scaled Hide: A naga's skin is hardened scales and grants the character a +1
natural armor bonus to AC.
Naturally Psionic: Nagas gain the Wild Talent feat as a bonus feat at 1st
level. If a naga takes levels in a psionic class, he instead gains the Psionic
Talent feat.
Guarded Thoughts: Benthic nagas are immune to any form of mind reading,
such as that granted by detect thoughts. This ability also grants a +2 racial
bonus on all saves against charm effects.
Poison Resistant: Nagas gain a +2 racial bonus on saving throws against
poison.
Serpents Bite: The naga has a natural bite attack with a base damage of 1d8.
Once per day, the naga may choose to inject naga venom with a successful
bite attack. Naga Venominjury; save Fort DC 12 + the nagas level;
frequency 1/round for 6 rounds; effect 1d2 Con damage; cure 2 saves.
Languages: Nagas begin play speaking Common and Halbok.
Nagas with high Intelligence scores can choose any of the
following: Boggart, Draconic, Delatari, and Loktar.
14
Male and female nagas are considered equals, and are

treated as such. There are gender roles however, as males are
expected to protect the family, and females to provide for it.
The benthic naga life cycle is entirely aquatic. As an
ovoviviparous species, young are live-born and grow to
physical maturity quite rapidly. However, they require at least
three decades of training before they are respected as adults.
Relations: Benthic nagas are known to have the
ability to display every emotion common to other races, with
the exception of a sense of humor. Therefore any race that
values mirth may have a hard time relating to the very
sensible and even stoic attitudes of the naga. The benthic
nagas understand the concept of humor, but believe it to be
unpredictable and primitive. They tend to get along well
with lawful races, or societies where a serious outlook tends
to outweigh recreation. Of all the races in the Cerulean Seas,
the benthic naga and the amphians get along the least.
Alignment and Religion: Benthic naga are typically
lawfully aligned, though neutral individuals are occasionally
encountered. Chaotic individuals are usually hunted down
and either incarcerated or killed by their kin. A fair among of
atheists seem to exist amongst their population, but they
have an equal measure of religious members. Of the gods
worshiped, Sebek seems to be the most common; an aspect
that grants them great favor with the influential sebek-ka.
The remaining few often become Jaxlenites, and hone their
skills at secluded ix temples.
Adventurers: Benthic naga adventure for a variety of
reasons, though the most common seem to be obtaining
honor or proving their worth. Some are simply trying to
sharpen their skills and have grown bored of decades of
academic study.
Male Names: Anzat, Iotua, Iatoz, Mitas, Matec, Nitokath,
Kazakan, Tiphozer, Zanit, Zytor
Female Names: Amamati, Ashla, Ieti,
Satari,
Kritana, Emita, Zamata, Katethi, Meytahl,
Krita
Zef
In the primordial eons of forgotten times, before any beast
roamed on land, the sea was teeming with life. Some of these
creatures are still around in similar forms such as the shark, the
horseshoe crab, and the sea slug. During the age of the
ammonites, another creature was also quite successful. This
mollusk did not have teeth like the shark, nor did it have a hard
shell like the crab. It did have two amazing abilities, however,
that helped it to survive the countless ages. First, it was a
parasite. It could attach itself to the nervous systems of other
mollusks and assume control over the hosts body. The zefs, as
they came to call themselves, were also extremely intelligent.
Originally, the zefs preferred the ammonites as hosts. With the
ammonite forms, they built great cities. The peaceful prehistoric
world that the zefs created eventually ended in a cataclysmic
apocalypse of steam, ice, and lightning. The ammonites were
wiped from the realm. The zefs, however, retreated and
survived. For the next several eons they would survive in the
bodies of colossal deep sea squids. There they stayed in relative
anonymity until the Great Flood. This fostered a revolution
among the zefs, many of which saw this as the rebirth of their
golden age. They adopted a new host, a cowardly species of
primitive snail people known as the snell, and slowly began
infiltrating aquatic society.
Physical Description: Zefs are known today by their snell
forms. These odd creatures have all that one would expect from a
humanoid snail. Standing about 3 feet tall, they glide along on
one muscular foot. A small, flat shell known as an operculum
rests on top of this foot. They have a long, thin body with arms
that are almost skeletal in width. These arms end in equally long
and thin three-fingered hands. A larger 2-foot diameter spiraled
shell protrudes from their backs, much like a backpack. Their
heads extend practically neckless from their torso and have wide
and flat mouths filled with smooth, grinding teeth. Two bulbous
antennae protrude from where their nose should be. Their heads
are capped with two long eye stalks. Zef eyes are simple black
orbs. The most remarkable aspect of the zefs body is that it is
entirely retractable, and fits snugly into the shell that they wear
on their backs. When retracted into
their shell, the foot shell fits neatly
over the main shells opening
providing maximum protection.
Their shells vary in color and
pattern, but are typically black,
white, brown, or yellow.
Society: Zefs are mollusks, and like many of this category

they are also functional hermaphrodites. Any two zefs can get
together to create children. It is even possible for a zef to
spontaneously create children without a mate, though this is
generally reserved for times of very low population. Beyond this,
zef biology is extremely complicated. The intelligent part, the
actual zef species, starts life as a tiny squid-like mollusk that
burrows into the base of another mollusks tail and effectively
hijacks its nervous system. The zef matures in about a decade,
when the hosts original brain and the parasites internal organs
both atrophy into oblivion. The two organisms become a single
one and are, from that point on, inseparable. The zef parasite can
only attach to other mollusks. One might assume that zefs would
choose a variety of host organisms. However, this has never been
the case. Zefs often refer to a collective intellect that prevents
this as an option. Inborn knowledge comes to them through this
bond. Apparently, if they choose hosts that are not similar, the
connection that they share becomes interrupted. Therefore, it is
customary for the vast majority of zefs to all agree on a new host
species before they decide to use it.
Relations: Zefs are a mature race, and usually have a mellow
and gentle demeanor. In many ways, they seem to have the
attitude of a man in his golden years. This can be a deep wisdom
and understanding mixed with childlike wonder, or even a
crotchety disposition with a kind heart. However, zefs do tend to
have a few alien views. The most obvious is their disregard for
sentient races that fail to rise above selfishness or evil, which they
believe should be respected as life forms, but also used or
disposed of as needed.
Alignment and Religion: As a race, zefs are generally good
aligned. Zefs do not see any wisdom in evil deeds, and many feel
they are too sophisticated for primitive motivations such as
greed, egotism, and vengeance. Zefs are usually very openminded to the plethora of beliefs, customs, and ideas that the
world has to offer. If a zef finds a cause, ideal, or force that he
believes in, he will pursue it with hobby-like zeal.
Adventurers: Zef adventurers have a variety of motivations
that drive them. Most often, they see a great imbalance in the
world and wish to right it. Some feel a sort of responsibility to
help out the younger races, and perhaps a twinge of guilt for not
being there for them in their infancy. Other zefs adventure for the
sheer wonder of it, hungering for new sights, new knowledge,
and new experiences. Still other zefs adventure solely to
catalogue worldly facts for future reference.
Names: Bariarti, Conordrum, Fremestor, Grelesior, Julesti,
Kelkestor, Qualestri, Reviarti, Timbledere, Umblebleme, Vevosum,
Warsotrum, Zembleblam
Racial Buoyancy -20; Depth Tolerance: 2,400 feet
Naturally Psionic: Zefs gain the Wild Talent feat as a bonus feat at 1st level. If a zef takes levels in a
psionic class, it instead gains the Psionic Talent feat.
15
Psionic Seafolk Halfbreeds

The psionic races will mingle with seafolk from
time to time, though half of them are biologically
incompatible. Of all the psionic races, only the
amphian, the melusine, and the naga have ever
created half-breed offspring. All psionic seafolk
halfbreeds have the following racial trait:
Psionically Attuned: Seafolk halfbreeds must take
the Wild Talent feat as the bonus first level feat
received from being a merfolk. If the halfbreed
begins first level in a psionic class, she gains the
Psionic Talent feat instead.
ANTHROMORPH CROSSBREED
Anthromorph crossbreeds do not gain adjustments
to ability scores as seafolk, but instead gain the
ability score adjustments of their anthromorph
parent. Seafolk-anthromorphs lose the skilled racial
trait and the racial bonus feat that is
available to seafolk. Like anthromorphs, they gain
Amphibious (gills) and Bestial Senses, and often
gain a few racial traits similar to their anthromorph
parents. For the purposes of racial requirements,
these crossbreeds count as both parent races. All
other statistics remain the same as typical seafolk.
Seafolk/Benthic Naga
Common Name: Lamian

MERFOLK HALF-RACES
Racial Traits: Scaled Hide, Guarded Thoughts,
All seafolk half-races lose their Skilled
Poison Resistant
racial trait, and usually gain one or two
Description: Nefarious individuals of
particular traits of the other race.
the benthic naga race will occasionally
They are otherwise identical in
mingle with a seafolk to create a lamian
statistics to a seafolk
offspring. The result is spectacular,
(including aging). The following
and perhaps a clue to the ancestral
entries further describe specific
bloodline that originally mixed
combinations:
with pure-blooded naga. From
the waist up, lamians are
Seafolk/Amphian
beautiful seafolk with highly
Common Name: Attinia
unusual coloration. Their
Racial Trait: Venom
snow-white skin swirls with
Resistance
brilliant purple, cyan,
Description: Aside from
crimson, and/or green. Their
flame-red hair and a bright
hair and the scales of their
orange tail, they appear
long, serpentine tail are usually
much like any other seafolk.
Male attinia are extremely
one of these colors as well.
rare, but do not change into
Naga value these
females as they get older.
crossbreeds for their ability to
socialize with other influential
Seafolk/Melusine
races such as sea elves and
Common Name: Melusina
seafolk. Lamians are also wellRacial Trait: Resilience
known for developing skill in the art
Description: The strange
of seduction. Where the naga lack
melusines occasionally mingle with
humor and subtlety, the lamians are
Lamian
seafolk to create eerily normal-looking
delightful and entertaining company. A
crossbreed
offspring. The melusina look like normal
naga, however, would not allow a lamian to
seafolk from the waist up, with the exceptions
exist that did not go through intense conditioning to
being their three luminescent green eyes; two in
ensure their loyalty. Lamians are often trained in
their normal positions and one in the center of their
the soulknife class and encouraged to work as spies
forehead. Melusina tails are similar to seafolk tails,
for the benthic naga race.
though forked; to many, they appear to have
two tails.
16
Vital Statistics
TABLE 2-4: BUOYANCY & DEPTH TOLERANCE
Below are the vital statistics for the psionic races

of the Cerulean Seas campaign setting. These
statistics are applied just as described in the vital
statistics section of the Pathfinder Roleplaying
Game.
TABLE 2-1: RANDOM STARTING AGE
Race
Racial Buoyancy
Depth
Tolerance
Amphian, male
-15A
300 ft.
Amphian, female
-60A
300 ft.
3,000 ft.
Melusine
-170
3,000 ft.
Merkoth
-30
1,000 ft.
Naga
-50A
300 ft.
Zef
-20
2,400 ft.
Race
Asrai
Adulthood
Barbarian,
Rogue,
Sorcerer,
Soulknife,
Wilder
Fighter,
Mariner,
Paladin,
Siren,
Psychic
Warrior
Cleric,
Kahuna,
Monk,
Psion
Wizard
15 years
+1d4
+1d8
+2d6
TABLE 2-5:
STARTING RACIAL ABILITY ADJUSTMENTS
38 years
+1d6
+1d10
+2d8
Race
Str
Dex
185 years
+4d8
+5d8
+7d10
Amphian
-2
Amphian,
male
Amphian,
female
Asrai
Con
Int
Wis
Cha
+2
+2
-2
+2
+2
-2
Melusine
25 years
+1d6
+1d8
+2d8
Asrai
Merkoth
15 years
+1d4
+1d6
+2d6
Melusine
+2
+2
Naga
35 years
+1d10
+3d6
+4d8
Merkoth
+2
+2
-2
+2d6
Naga
+2
+2
-2
Zef
-2
+2
+2
15 years
Zef
+1d4
+1d6
TABLE 2-2: AGING EFFECTS

Race
Middle
Age
Old
Venerable
Amphian
60 years
80 years
120 years
Asrai
250 years
310 years
370 years
Melusine
55 years
73 years
90 years
Merkoth
40 years
70 years
80 years
Naga
70 years
110 years
130 years
Zef
80 years
90 years
100 years
Maximum
Age
120 + 2d10
years
370 + 1d%
years
90 + 3d20
years
80 +1d20
years
130 +
3d10 years
100 +1d20
years
TABLE 2-3: RANDOM HEIGHT /LENGTH

Race/Gender/Type
Base Height/Length
Modifier (in.)
Amphian, male
3 ft. 2 in.
1d6
Amphian, female
4 ft. 6 in.
3d6
Asrai, male
5 ft. 3 in.
2d8
Asrai, female
4 ft. 8 in.
2d6
Melusine, male
6 ft.
2d4
Melusine, female
6 ft. 6 in.
1d6
Merkoth, male
5 ft. 5 in.
2d6
Merkoth, female
5 ft.
1d12
Naga, male
7 ft. 4 in.
2d6
Naga, female
7 ft. 8 in.
2d8
Zef
2 ft. 8 in.
3d4
17
Chapter 3:
3:
Male Merkoth Psychic Warrior
18
Aquatic Psionic Classes
Existing Psionic Classes

With some small adaptations, most psionic
classes can be revised for use in an aquatic
setting. Each section discusses basic
adaptations, followed by more specific details
relative to the Cerulean Seas campaign setting.
When Swim is offered as a class skill, the
character receives Acrobatics in its place. When
both Swim and Acrobatics are offered as class
skills for the same class, the character gains the
Athletic feat as a bonus feat instead of the
Swim skill.
Several powers require alteration to better
fit in an aquatic environment. The next chapter
presents variants of these powers, as well as
new powers lists for each manifesting class to
reflect these changes. For example, the power
"fiery discorporation" becomes "icemeld" with
new, more aquatic themed effects.
References to fire damage instead refer to
steam damage in an aquatic setting. Since there
are usually no flammable objects under the
waves, nothing can catch on fire.
Psions, Soul Knives, and Wilders

In large part these classes transfer without
any touching up at all. The powers of the mind
affect the dry land as they would affect the
water-world of this campaign. In cases where
an issue does come up, cosmetic changes are
really the focus. While powers like matter
agitation will seldom cause fires, they will
unleash the damaging effects of steam.
PSIONS IN THE CERULEAN SEAS
Psions are perhaps the most common of the
psionic wielding classes in the Cerulean Seas,
and they differ very little from their drylander
kin. Like most psionic classes, merfolk are the
most likely to obtain this class, followed by
anthromorphs, notably pisceans and zefs.
Feykith psions are very rare, even among the
asrai.
The general psion and most specialists will

find that nothing needs to be adjusted for play
in an aquatic environment. However, the
water does create special conditions for the
kineticist to overcome.
First, any reference to fire can be assumed
to also apply to steam (such as in the case of
Energetic Recharge and Energy Immunity).
Telekinetic Hurl suffers from not only
overcoming gravity but also water resistance,
and therefore is replaced with Telekinetic
Current.
Telekinetic Current (Su): At 2nd level, as long
as you maintain psionic focus, you gain a
ranged attack that can telekinetically blast
enemies within 30 feet with pressurized water.
This attack deals 1d4 points of damage,
increasing by 1d4 points of damage for every
four psion levels thereafter.
SOUL KNIVES IN THE CERULEAN SEAS
Soul knives are feared and revered in the
Cerulean Seas for their fierce weaponry skills.
They differ from drylander soul knives only in
the shape of the weapons typically conjured,
which are much more hydrodynamic. In
addition, mind blades cannot be thrown, but
instead can be plunged at the same range
increments as the thrown mind blades of their
terrestrial counterparts. This substitution
applies to all occurrences of soul knife abilities
that refer to thrown weapons. These abilities
instead confer the same benefits in regards to
a plunged weapon attack (replace the word
throw with plunge). A mind blade can be
made positively or negatively buoyant at will,
so long as the soul knife is in physical
contact with his weapon.
19
WILDERS IN THE CERULEAN SEAS

Wilders are often found among trueform
and anthromorph species, but notable
specimens have occurred among nearly all
races, including the least psionic of the feykith.
Of the merfolk, the amphian subrace has the
highest propensity for choosing this class, so
much so that they have become part of their
racial caste system. Amphian wilders are
referred to as Jokers and typically become
free wilders.
Aside from minor changes to some
powers available to them, aquatic wilders are
virtually identical to their drylander cousins.
20
Psychic Warriors
The psychic warrior gets a special aside not
because it demands reworking, but simply
because to truly capture the essence of a deep
sea campaign it requires a bit more reflavoring.
Bite of the Wolf, Catfall, Psionic Lions Charge . . .
all these powers work fine in an underwater
campaign, but for full immersion (pun not
intended), it is best to flavor them to animals
that fit better beneath the seas.
PSYCHIC WARRIORS IN THE CERULEAN SEAS
Benthic nagas revere the psychic warrior
class, and many of them aspire to join from an
early age. Melusine females are also
encouraged to take up the psychic warrior
class, as it is often found to be attractive to
overmind males. Overmind females, however
do not seem to share this affinity.
New Class
In addition to the core psionic classes, the
Cerulean Seas has an additional psionic class that is
fairly common, some would say even notorious. This
class, renowned for its uncanny appearance as well
as its tenacity in combat, is known as the aquanaut.
Aquanaut
Many aquatic sages have hypothesized that all
sentient races, no matter their species, are
ultimately made up of the ancient
creatures that came before them. The
aquanaut has taken this theory to a
new level; they have mastered the
very fiber of their genetic heritage.
Through intense psionic introspection
and unique psychometabolic disciplines,
they have permanently unlocked physical
features that eons of evolution have
served to suppress. Thus, through potent
mutations, they sculpt their bodies into
versatile fighting machines.
No two aquanauts look alike,
as each individual tailors her
body as she sees fit. They each
draw inspiration from traits
common to fish, crustaceans,
mollusks, reptiles, aquatic
mammals, and even reef flora.
Role: Most aquanauts are
adept front-line combatants,
though some prefer the
skirmisher role. Their unique
physical attributes make them
powerful warriors in any
regard, with a dabbling of
supportive psionic powers at
higher levels.
Alignment: Any.
Hit Die: d10.
Starting Wealth: 5d6 10 gp.
CLASS SKILLS
The aquanauts class skills are
Autohypnosis (Wis), Climb
(Str), Craft (Int), Handle
Animal (Cha), Heal (Wis),
Intimidate (Cha), Knowledge
(geography) (Int), Knowledge
(nature) (Int), Knowledge (psionics)
(Int), Perception (Wis), Profession
(Wis), Ride (Dex), Spellcraft (Int),
Stealth (Dex), and Survival (Wis).
Skill Ranks per Level: 4 + Int
modifier.
CLASS FEATURES
All of the following are class features of the
aquanaut:
Weapon and Armor Proficiency: Aquanauts are
proficient with all simple and martial weapons and
with light armor, medium armor, and shields
(except tower shields). They are also proficient with
all natural weapons and armor that they develop
through their mutations.
Phyla (Ex): An aquanaut starts first level with
one creature category (known to aquanauts as a
phylum) from which to choose mutations from.
Each phylum has a handful of mutations, which
include both natural attacks and defense.
At 5th level, and every four levels attained
thereafter (9th, 13th, and 17th levels) the
aquanaut gains another phylum to choose
mutations from. The aquanaut also gains a
bonus mutation from this new phylum
upon obtaining it.
Phylum Empathy (Ex): The
commonality between the
aquanaut and the creatures of
her phyla goes deeper than
merely adopting favored bits of
form. With deep physiological
changes comes a subtle
understanding of behaviors and an
increased ability to communicate in
ways understood by wildlife.
The aquanaut may attempt a
modified Diplomacy check against
animals that can be classified in a phylum
she has gained through the phyla class
feature. The aquanaut rolls 1d20, adding
her aquanaut class level and Wisdom
modifier, and treats the result as a
Diplomacy check to modify the animal's
attitude. The typical domestic animal has a
starting attitude of indifferent, while wild
animals are usually unfriendly. To use this
ability, the aquanaut and her audience must
be within 30 feet of each other under
normal visibility conditions. Generally,
influencing an animal in this way takes 1
minute. As with influencing people, it
can take more or less time depending on
the circumstances. Unlike the ranger,
the aquanaut cannot use this ability
to influence a magical beast.
21
TABLE 3-1: THE AQUANAUT

Level BAB
Fort Ref
Will Special
1st
+1
+2
+0
+2
2nd
+2
+3
+0
+3
3rd
+3
+3
+1
+3
4th
+4
+4
+1
+4
5th
+5
+4
+1
+4
6th
+6/+1
+5
+2
+5
7th
+7/+2
+5
+2
+5
8th
+8/+3
+6
+2
+6
9th
+9/+4
+6
+3
+6
3rd phylum
10th
+10/+5
+7
+3
+7
Pelagic panoply (+2)
11th
+11/+6/+1
+7
+3
+7
12th
+12/+7/+2
+8
+4
+8
13th
+13/+8/+3
+8
+4
+8
14th
+14/+9/+4
+9
+4
+9
15th
+15/+10/+5
+9
+5
+9
16th
+16/+11/+6/+1
+10
+5
+10
1st phylum, Phylum empathy,

Preternatural attacks
Transpose mutation
2nd phylum,
Depth mastery
4th phylum
5th
phylum
11
14
17
20
24
10
28
11
32
12
37
12
42
13
47
14
52
17th
+17/+12/+7/+2
+10
+5
+10
18th
+18/+13/+8/+3
+11
+6
+11
15
58
19th
+19/+14/+9/+4
+11
+6
+11
15
66
20th
+20/+15/+10/+5
+12
+6
+12
16
74
Mutations (Ex): The aquanauts primary arsenal

is made up of several mutations that permanently
alter her genetic makeup to elicit favorable abilities.
In most cases, these abilities can be further fueled
with psionic power. An aquanauts mutations make
each one unique and can be drawn from six
different phyla, or categories of aquatic life. Each
mutation is detailed after the phylum descriptions
later in this chapter.
The aquanaut gains two mutations at 1st level,
and one every even level afterward (2nd, 4th, 6th
and so on). Her selections must come from a
phylum she knows, and she must meet all
prerequisites listed for the mutation. Unless
otherwise stated, no mutation may be selected more
than once. If the aquanaut gains a mutation
selection at level up, she may not forgo choosing
one or save the choice for a later time (though see
the transpose mutation ability).
22
Power
Maximum
Total
Points Powers Power Level
Mutations per Day Known
Known
Some mutations have specific descriptors which

are represented after the mutation name such as
[hide] and [slime]. Unless otherwise noted, the
aquanaut may have only one mutation with a
particular descriptor at a time. A single mutation
may include multiple descriptors. A few descriptors
have special rules in common among all their
associated mutations; these are listed in the Special
Mutation Descriptors section.
Mutations are permanent effects that, in most
cases, can be enhanced by spending power points.
These psionic boosts cost a specific amount of
power points (listed in the mutation description).
Spending power points to initiate a boost is a free
action. A psionic boost ends at the beginning of the
aquanaut's next turn unless the power point cost is
paid again. The effects of many psionic boosts can
be increased by spending more power points- the
effects and limits of such boosts are listed in the
mutation's description, but are otherwise the same.
Only one mutation can be boosted each round.
Mutations that are not boosted work normally
without having to spend any power points.
In areas where psionics do not work (such as a

null psionics field) mutations still function as
normal, though they cannot be boosted. Other
abilities affecting mutations (such as preternatural
attacks) will not function.
Messing with natures design does have certain
consequences. First, the mutations create an
interesting challenge when it comes to wearing
manufactured armor. Even in an undersea world
with many different body types, the aquanaut's
mutable form poses a unique problem. Should the
aquanaut wish to use a manufactured suit of armor,
they must have one specially crafted for them. This
armor is adjustable for any of the aquanauts
possible mutations, and its base price (before
enhancements or special materials) is doubled. An
aquanaut attempting to wear a suit of manufactured
armor not tailored for them suffers an additional -1
armor check penalty for each mutation they possess.
Magic or psionic armor that adjusts for size will
often also accommodate an aquanauts mutations.
Second, the aquanaut forgoes membership in her
birth race to become something else. She no longer
qualifies as her old race (regarding favored enemies,
feat prerequisites, magic item requirements etc.),
and her race is now considered aquanaut for the
remainder of her days. She also loses her ability to
procreate, as her mutated cells are no longer
compatible with any known species.
Preternatural Attacks (Su): From first level on,
any of the aquanaut's natural attacks (granted by
mutations or otherwise) are treated as magic
weapons for the purposes of overcoming damage
reduction.
Power Points/Day: An aquanauts ability to
psionically boost her mutations is limited by the
power points she has available. Her base daily
allotment of power points is given on Table 3-1: The
Aquanaut. In addition, she receives bonus power
points per day if she has a high Constitution score
(refer to Ability Modifiers and Bonus Power Points
in PSIONICS UNLEASHED). Her race may also provide
bonus power points per day, as may certain feats
and items. At later levels, these power points may
also be used to fuel the manifestation of certain
psionic powers.
Transpose Mutation (Ex): Upon reaching third
level and every level thereafter, the aquanaut can
trade one mutation for another that she qualifies for,
so long as she still qualifies for all of her existing
mutations if the trade is made. Only one mutation
can be traded upon obtaining a new level, and only

once per level. She cannot trade out mutations that
were just acquired at the same level, nor can she
transpose mutations that were gained trough a feat
(such as Extra Mutation). The old mutations
physical manifestation, effect, and possible psionic
boost are lost, and the aquanaut gains the new
mutation and all that entails. The aquanaut may
retake the lost mutation later as a new mutation,
provided she still qualifies. She may also trade out
bonus mutations granted from obtaining a new
phylum, provided she did not acquire them during
the same level as the trade. She must, however,
always have at least one mutation from each of her
chosen phylum lists.
Powers Known: At 4th level, the aquanaut
develops the knowledge of one aquanaut power.
At 7th level and every other level thereafter, she
unlocks the knowledge of a new power. Choose the
powers known from the aquanaut power list
(presented in CHAPTER 4: THE GIFTED SEA). An
aquanaut can manifest any power that has a power
point cost equal to or lower than her manifester
level. The total number of powers an aquanaut can
manifest in a day is limited only by her daily power
points.
An aquanaut simply knows her powers; they are
ingrained in her mind. She does not need to prepare
them, though she must get a good nights sleep each
day to regain all her spent power points.
The Difficulty Class for saving throws against
aquanaut powers is 10 + the powers level + the
aquanauts Constitution modifier.
Maximum Power Level Known: An aquanaut
learns a 1st-level power upon reaching 4th level. As
she attains higher levels, she gains the ability to
master more complex powers. To learn or manifest
a power, an Aquanaut must have a Constitution
score of at least 10 + the powers level.
Pelagic Panoply (Ex): An aquanauts constantly
evolving body causes her skin to harden much like
the creatures she begins to resemble. She gains a +1
enhancement bonus to her natural armor class at 5th
level, and an additional +1 enhancement bonus
every five levels thereafter (10th, 15th, and 20th).
Depth Mastery (Ex): At 7th level, the aquanaut
unlocks the ability to withstand the great pressure
of the abyss. She automatically succeeds at any
Fortitude save regarding pressure and
acclimation.
23
SPECIAL MUTATION DESCRIPTORS

Listed below are special rules common to all
mutations with a particular descriptor.
[armor]
Mutations with the [armor] descriptor count as
worn armor, though they cannot be removed from
the aquanauts body and cannot be sundered. Any
effect that would damage or destroy the armor, give
it the broken condition, or remove it from the
aquanaut's body simply fails to do so. Though the
armor cannot be removed, it can be enchanted and
targeted by spells normally.
[extra arm]
Mutations with the [extra arm] descriptor
typically allow the aquanaut to grow an extra arm
of some sort which is often weaker and less
dexterous than her normal arms, but never-the-less
helpful. Mutations with the [extra arm] descriptor
can be taken multiple times. Each time it is taken,
the aquanaut gains an additional arm, up to a
maximum of 4 extra arms total. While the arms can
perform various tasks such as holding a book open
or retrieving an item from a pouch, they are weak
and awkward. Each arm has an effective Strength
and Dexterity score of 3 (-4 ability modifier). When
combined with another extra arm or arms creating
one functional arm, these ability scores add
together, reaching 6 (-2 modifier) with 2 extra arms,
9 (-1 modifier) with 3 extra arms, or 12 (+1 modifier)
with all 4 extra arms. These abilities scores are used
when calculating skill checks, attacks, and so
on made with the extra arms. The Strength and
Dexterity scores of the extra arms cannot be
improved or enhanced in any other way. However,
they are affected by penalties and other effects that
decrease or cause damage to the aquanauts ability
scores. Extra arms with a modified ability score of 0
hang limply from the aquanauts side and become
useless and can no longer be combined to making a
more useful arm. Thus, 3 points of Strength or
Dexterity damage will disable all of the aquanauts
extra arms.
Combining one or more extra arms with one of
the characters normal arms creates an averaging
effect on the effective ability scores. Add the
ability score of the extra arms involved to the
24
characters current ability score and divide the

result by 2. This becomes the modified ability score
at which the skill or attack is made. For example, a
character with a Strength of 18 using 3 extra arms
and one normal arm to attack with a two-handed
weapon, does so modified by a Strength score of 13.
Regardless of the number of pairs of extra arms
combined with one normal arm, the extra arms still
only count as one arm when used in this way. Using
the extra arms in combination with both normal
arms has no additional effect or penalty, and is
essentially the same as using two arms normally.
While the extra arms allow the aquanaut to hold
multiple items or weapons at once, they do not
confer the ability to perform more actions or attacks
per round. Penalties for wielding multiple weapons
apply normally, and can be modified with feats
including Two-Weapon Fighting (PATHFINDER
ROLEPLAYING GAME) and Multiweapon Fighting
(PATHFINDER BESTIARY). In addition, a character
with two or more extra arms can take the Extra
Arms Attack feat detailed in the next chapter of this
book. Using a shield with the extra arms is also
possible, but the effective armor class conveyed by
the shield may be minimal. Any penalty from the
Dexterity modifier of the extra arms being used to
equip the shield is counted against the shield's AC
bonus, to a minimum of 0. (If the Dexterity modifier
is positive, it is not added to the shield's AC bonus.)
In the example above, the aquanaut could use a
shield to full effect in his off-hand and still wield the
two-handed sword with same modified Strength
score. Many combinations are possible, each
yielding different overall modifiers. Extra magic
item slots are not granted by these extra limbs.
[shell]
Mutations with the [shell] descriptor allow the
aquanaut to withdraw into a shell while retaining
her clothing (not including containers such as
scabbards, pouches, or bandoliers), light armor, or
jewelry. Any equipment falling outside those
categories that is worn or carried by the aquanaut at
the time of her withdrawal is considered to be
removed and dropped. If these items cannot be
removed easily (such as heavy manufactured
armor) the character cannot withdraw into her shell
until it is. While withdrawn into the shell, the
aquanaut is essentially blind and paralyzed, though
she can leave as a swift action.
PHYLA
The following phyla and their associated
mutations are available to the aquanaut to choose
from. Level prerequisites refer to levels earned in
the aquanaut character class. Physical manifestations
that match or overlap the characters normal racial
characteristics become replaced by the mutation.
Cnidarian
Cnidarians are living coral and jellyfish. They
have stinging tendrils and many defensive qualities.
This category may also include features common to
other invertebrates of the coral reef that do not fall
into other categories.
Anchored
Mutation Prerequisites: 3rd level
Physical Manifestation: The aquanaut grows
root-like tendrils from the lower half of her body.
Effect: As a full-round action, the aquanaut can
affix herself to a solid surface. While anchored, she
cannot move, and gains a +4 bonus to her CMD on
all checks to resist being bull-rushed, dragged,
overrun, or repositioned. This bonus increases by +4
for each size category larger the aquanaut is
compared to the opponent attempting the
maneuver. She can detach herself as a full-round
action. She cannot anchor to a living creature or
animated construct.
Psionic Boost: For 2 power points, increase the
CMD bonus by +1. The additional bonus for size
difference is not increased.
Bramblehide [armor] [hide]
Mutation Prerequisites: None
Physical Manifestation: The aquanauts skin
hosts a thick tangle of seaweed and other ocean
flora.
Effect: The aquanaut is considered to be wearing
a suit of muck armor at all times. She suffers no ill
effects from resting in or wearing the armor for
prolonged periods of time.
Psionic Boost: For 1 power point, the aquanaut
can retract the bramblehide armor into her skin. The
armor does not count as worn when retracted.
Coral Attunement
Mutation Prerequisites: Aquanaut does not
already have the Coral Link feat.
Physical Manifestation: The aquanaut sprouts
living coral from the top of her head.
Effect: The aquanaut gains the Coral Link feat
(CERULEAN SEAS CAMPAIGN SETTING).
Psionic Boost: None.
Coralhide [armor] [hide]

Mutation Prerequisites: 5th level
sprouts protective coral.
a suit of coral armor at all times. She suffers no ill
prolonged periods of time. In addition, armor check
penalties associated with this armor are reduced by
1 (minimum of 0).
Psionic Boost: For 1 power point, the armor check
penalty is further reduced by 1 (minimum 0).
Entangling Tendrils
long, translucent tendrils all over her torso.
Effect: If the aquanaut successfully grapples
another creature, the aquanaut may choose not to
gain the grappled condition. As long as a creature is
grappled by the aquanaut in this way and adjacent
to her, it loses one hit point per round.
Psionic Boost: For 1 power point, the hit point
loss increases by one.
Phosphorescence
Physical Manifestation: The aquanaut glows with
an eerie light.
Effect: At will, the aquanaut can glow with the
intensity of a torch. The intensity can be controlled
from a normal to dim light, but the color is always a
pale blue-green. The light even remains when the
character is unconscious, and will only fade 1d6
hours after death. The characters entire body
glows, including features granted by other
mutations. Worn equipment, however, may inhibit
the light from shining through.
Psionic Boost: For 1 power point, the
aquanaut also sheds bright light in a
5-foot radius.
25
Poisonous Slime [poison] [slime]

Physical Manifestation: The aquanauts hands
become coated in drippy purple ooze.
Effect: The aquanaut's unarmed attacks include a
mild poison.
The aquanaut can poison a weapon with their
own slime as a swift action. The dose remains
effective for three rounds or until expended,
whichever comes first. The character does not risk
poisoning themselves when dosing the weapon or
attacking with it.
OSTREOPSIS SLIME
Type poison, injury; Save Fort DC 10 + the
aquanauts level + the aquanauts Constitution
modifier
Frequency 1/round for 2 rounds
Effect 1 Con; Cure 1 save
In addition, due to the stickiness of the ooze, the

aquanauts CMD with regard to disarm attempts
gains a +2 bonus.
Psionic Boost: For every 3 additional power
points the aquanaut spends, the poisons duration
increases by 1 round.
Shoot Spine
Mutation Prerequisites: A mutation with the
[spikes] descriptor.
Physical Manifestation: The aquanauts spines
grow long and quill-like until she resembles a spiny
sea urchin.
Effect: The base damage of the aquanaut's spines
is doubled. The aquanaut gains the ability to propel
a spine from her body at a target as a ranged attack
that deals 1d8 points of piercing damage and has a
range increment of 10 feet.
Psionic Boost: For 1 power point, the range
increment for shooting a spine increases by 5 feet,
up to a maximum total of 30 feet.
Stinging Polyps [poison]

Physical Manifestation: The aquanaut sprouts
anemone-like polyps all over her body.
Effect: Any creature that makes a successful
unarmed or natural attack against the aquanaut
takes one point of Dexterity damage. The Dexterity
damage is cumulative per hit, and wears off all at
once, three rounds after the last point of Dexterity
damage was received. The polyps are harmless
unless responding to an attack at which time
they release a mild neurotoxin. Creatures
26
that are immune or resistant to poison are immune

to this effect.
Psionic Boost: For 3 power points, the Dexterity
damage per hit increases to 1d3.
Urchin Fist [hands]
Physical Manifestation: The aquanauts fists
grow large and spiny.
Effect: The aquanaut is always treated as wearing
urchin fists (see CERULEAN SEAS CAMPAIGN SETTING,
equipment section), though she can wield other
weapons normally. These are also considered to be
natural weapons.
Psionic Boost: For every two power points spent
(max 2 points per 5 class levels), the urchin fists deal
+1 damage per hit.
Urchin Quills [spikes]
spines all over her body like that of a sea urchin.
Effect: The aquanaut is treated as though she
were equipped with armor spikes at all times.
Psionic Boost: Spending 3 power points to
enhance this mutation causes quills to shoot off in
10-foot-radius burst centered on the aquanaut (who
is not affected). Those affected in the burst radius
take 2 points of piercing damage per class level of
the aquanaut. The quills, which are expended in the
blast, will regrow within 3d4 rounds.
Crustacean
Crustaceans are made up of crabs, lobsters, and
shrimp. They typically have powerful claws and
strong armor.
Chitin Fists [hands]
become sheathed in spiked chitin.
Effect: The aquanaut gains the benefit of the
Improved Unarmed Strike feat when using her fists
only. In addition, the aquanauts unarmed strikes
can deal piercing instead of bludgeoning damage.
Psionic Boost: For every two power points spent
(max 2 points per 5 class levels), the aquanaut's fists
deal +1 damage per hit.
Chitin Skin [armor] [hide]

Mutation Prerequisites: 3rd level
becomes tough and shell-like, much like the
exoskeleton of a lobster.
a suit of chitin armor at all times. She suffers no ill
1 (minimum of 0).
Crab Legs [feet]
Physical Manifestation: The aquanaut grows four
crab-like legs out of her torso that aid with moving
on land.
Effect: The aquanauts land speed is equal to half
of her swim speed.
Psionic Boost: For 1 power point, the aquanaut's
land speed is increased by 5 feet (up to a maximum
total of 80 feet).
Darting Claw
Mutation Prerequisites: 7th level, Chitin Fists
mutation or a natural pincer attack.
and/or pincers become unnaturally elongated.
Effect: When making a full attack, if the aquanaut
misses with all of her pincer, claw, or fist attacks,
she can reroll her last one at a 2 penalty.
Psionic Boost: For 5 power points, she may
reroll the attack once more with a -4 penalty. She
may only use this boost once per round.
Death Grip
Mutation Prerequisites: Chitin Fists mutation or
a natural pincer attack.
Physical Manifestation: The aquanauts hands (or
pincers) grow larger and more muscular.
Effect: The aquanaut gains a +4 enhancement
bonus to her combat maneuver rolls to grapple if at
least one of her hands or pincers is free.
She also gains a +4 enhancement bonus to her
CMD versus attempts to disarm.
bonuses by +1 each.
Feelers
long lobster-like antenna and her body becomes
covered in bristly hairs.
Effect: The aquanaut gains tremorsense out to a
range of 30 feet. This allows the aquanaut to
pinpoint the location of creatures that it cannot see
without having to make a Perception check as long
as the creature and the aquanaut are not flying, but
such creatures still have total concealment from the
aquanaut. Visibility still affects the aquanauts
movement and she is still denied her Dexterity
bonus to Armor Class against attacks from creatures
she cannot see.
Psionic Boost: For 2 power points, the range of
the tremorsense is extended by 5 feet (up to a
maximum total of 60 feet).
Hermit Shell [hide] [shell]

Physical Manifestation: The aquanauts body
becomes able to fold in on itself, while her back
becomes soft and amorphous.
Effect: The aquanaut can find any natural sea shell
equal to her size category and wear it on her back
without adding to her encumbrance or buoyancy.
Without such a shell, the aquanaut suffers a -1
penalty to her natural armor bonus (down to a
minimum of 0). With the shell, the aquanaut gains a
+1 bonus to her natural armor and gains the ability
to withdraw into it as a move action. While inside,
she gains damage reduction (X/-), where X is equal
to half of her class level. Note that damage reduction
from different sources does not stack.
While attached to the aquanaut, the shell becomes
part of her, much like mutations with the [armor]
descriptor and therefore cannot be sundered.
Psionic Boost: For 2 power points, the damage
reduction increases by 1 point. The maximum
damage reduction the mutation can grant is equal to
the aquanaut's level.
27
Lobster Claw
Physical Manifestation: One of the aquanauts
hands mutates into a giant pincer.
Effect: The aquanaut loses the use of a hand (her
choice of which one) and gains a natural pincer
attack with a base damage of 1d6 for Medium
characters. She treats her pincer as a primary
natural attack, but otherwise follows all rules for
natural attacks (see the Combat section of the
PATHFINDER CORE RULEBOOK). Other mutations that
affect her hands (and do not refer specifically to
pincers) will not apply to attacks made with the arm
affected by the lobster claw mutation.
Special: The aquanaut can still wield one-handed
weapons using her pincer, but does so with a -4
penalty to hit. Two-handed weapons wielded in
conjunction with the lobster claw suffer a -2 penalty
to hit.
Psionic Boost: For 5 power points, the base
damage of the pincer changes to that of the next size
category. Maximum boost is 3 size categories from
the original.
Pincer Arm [extra arm]

Physical Manifestation: The aquanaut grows a
small multi-jointed arm from the side of her torso.
This crab-like appendage ends in a small pincer.
Effect: The aquanaut gains the effect of an extra
arm as described under the [extra arm] descriptor
heading.
Special: Upon growing at least two pincher arms,
the aquanaut can learn and speak the Clickclack
language by putting a skill rank into the Linguistics
skill. If she is reduced to less than two pincer arms,
she also loses the ability to speak this language.
Psionic Boost: For 2 power points, the aquanaut
gains a +1 circumstance bonus to her CMB when
initiating grapple attempts for each pincer that is
not holding anything (maximum circumstance
bonus equal to one half the aquanauts level).
Scoot
Physical Manifestation: The sides of the
aquanauts legs (or tail) sprout rows of tiny
swimmerets (also called pleopods).
Effect: The aquanaut can jet backward once per
round as a full-round action, at a speed of 100 feet.
She must move in a straight line while scooting, and
does not provoke attacks of opportunity when she
does so.
Psionic Boost: For 1 power point, increase
the speed of the jet by 5 feet.
28
Mammal
Marine mammals include seals, dolphins, and
whales. They have keen intellects, the ability to
breathe air, and sharp teeth.
Cetacean Sonar
Physical Manifestation: The aquanaut gains a
blowhole on the back of the base of her neck.
Effect: The aquanaut gains blindsight out to a
range of 30 feet. The aquanaut can maneuver and
attack as normal, ignoring darkness, invisibility,
and most forms of concealment as long as she has
line of effect to the target.
Furthermore, the aquanaut can breathe out of
water indefinitely and is considered to have lungs
in addition to her other breathing mechanisms.
Special: The aquanaut can now learn and speak
the Ceti language by putting a skill rank into the
Linguistics skill. If she loses this mutation, she also
loses the ability to speak and understand this
language.
the blindsight is extended by 5 feet (up to a
maximum total of 60 feet).
Dolphin Flip
Physical Manifestation: The aquanaut sprouts a
dolphin fin on her back (in addition to her other
dorsal fins, if any).
Effect: The aquanaut gains the Dolphin Flip feat
(CERULEAN SEAS CAMPAIGN SETTING), even if she
does not meet the perquisites.
also gains the benefits of the Flying Fish Leap feat
for the round.
Hippo Sweat
Physical Manifestation: The aquanaut constantly
sweats a reddish liquid with a mild, musky odor.
Effect: The aquanaut is protected from nonlethal
damage from hot environments, and gains a +2
racial bonus on saving throws against nonmagical
disease.
Psionic Boost: For 1 power point, the aquanaut
gains resist steam 1. Each additional power point
spent will increase the resistance by one, up to a
maximum of twice the aquanaut's level.
Otter Nose
Physical Manifestation: The aquanaut gains an
otter-like nose, replete with whiskers.
Effect: The aquanaut gains an enhanced sense of
smell, equivalent to the scent ability of some
monsters. This ability allows her to detect
approaching enemies, sniff out hidden foes, and
track by sense of smell. With the scent ability, the
aquanaut can identify familiar odors just as
humanoids do familiar sights. She can detect
opponents within 30 feet by sense of smell. If the
opponent is up-current, the range increases to 60
feet; if down-current, it drops to 15 feet. Strong
scents, such as blood or rotting kelp, can be detected
at twice the ranges noted above. Overpowering
scents can be detected at triple normal range.
When the aquanaut detects a scent, the exact
location of the source is not revealedonly its
presence somewhere within range. She can take a
move action to note the direction of the scent.
Whenever she comes within 5 feet of the source, she
pinpoints the sources location. The aquanaut can
follow tracks by smell, making a Survival check to
find or follow a track. The typical DC for a fresh
trail is 10. This DC increases or decreases depending
on how strong the quarrys odor is, the number of
creatures, and the age of the trail. For each hour that
the trail is cold, the DC increases by 2. For the
purposes of this mutation, ignore the effects of
surface conditions and poor visibility.
Psionic Boost: For 2 power points increase the
range of scent by 10 feet, up to a maximum total of
120 feet.
Seal Fur [hide]

Physical Manifestation: The aquanaut sprouts fur
all over her body.
Effect: The aquanaut gains resist cold 5. This
resistance increases by 5 for every 5 levels the
aquanaut possesses, to a maximum of 15 at 10th
level.
Psionic Boost: For 1 power point, the resistance
increases by 1 point (up to a maximum total of twice
the aquanaut's level).
Seal Teeth [bite]

seal-like muzzle filled with razor sharp teeth.
Effect: The aquanaut gains a natural bite attack
with a base damage of 1d8 (1d6 if Small). Her bite
attack is a natural weapon, so she is considered
armed when attacking with it and it can be affected
by powers, spells, and effects that enhance or
improve natural weapons. The aquanaut can choose
to deal nonlethal damage with her bite, taking the
standard 4 penalty on your attack roll. If her bite is
her only attack, she uses her highest base attack
bonus on the attack roll, and she can apply her full
Strength bonus to damage. If she bites in addition to
making other attacks, the bite is a secondary attack.
If the aquanaut is not a Medium creature, the bite
attacks base damage varies as follows: Fine 1d2,
Diminutive 1d3, Tiny 1d4, Small 1d6, Large 2d6,
Huge 2d8, Gargantuan 4d6, Colossal 6d6.
Psionic Boost: For 5 power points, the aquanaut's
bite deals additional damage equal to its base
damage dice. (For example, a Medium aquanaut
boosting with 5 power points would deal an extra
1d8 points of damage when she bites, while a Tiny
aquanaut boosting with 15 power points would deal
an extra 3d4 points of damage.)
Walrus Tusks
Mutation Prerequisites: 7th level, A natural bite
attack
Physical Manifestation: The aquanaut grows two
huge canine teeth, like that of a walrus.
Effect: The characters bite attack increases one
size category with regard to damage. This new
damage range does not stack with other
enhancements such as the Improved Natural Attack
feat. In addition, the aquanaut can make a bite
attack against any creature it is grappling with in
addition to the damage option available during a
grapple. If this attack hits, it is automatically treated
as a critical threat.
Psionic Boost: None, though boosts from other
mutations have full effect.
29
Water Blast
large hump on her back.
Effect: The aquanaut can shoot a pressurized blast
of water from her mouth (or blowhole if she has one)
once per round as a standard action. This ranged
touch attack deals 1d8 damage to a target within 30
feet (no range increment). If it successfully hits, the
target is pushed as though they were affected by a
localized water current moving at a speed of 100 feet
directly away from the aquanaut. Above water, the
blast still does damage but does not push targets.
the blast is increased by 5 feet, up to a maximum
total of 60 feet.
Whale Blubber
plump and spindle-shaped.
Effect: The aquanaut can go up to 5 times longer
without food. In addition the aquanaut gains DR
5/piercing or slashing.
Psionic Boost: 5 power points to increase damage
resistance by 5. It can only be enhanced in 5 point
increments.
Mollusk
Mollusks include squids, octopi, and snails. They
often have amorphous bodies and strong armor.
Arm Tentacles
Physical Manifestation: The aquanauts arms
become rubbery like those of a squid.
Effect: The aquanauts reach increases by 5 feet.
Psionic Boost: For 10 power points, the
aquanaut's reach extends another 5 feet (up
to a maximum total of 15 feet).
Chromatophore [hide]
becomes covered in slimy, squid-like skin that she
can change the color of at will.
30
Effect: The aquanaut gains a +4 circumstance

bonus to Stealth checks.
the Cephalite language by putting a skill rank into
the Linguistics skill. If she loses this mutation, she
also loses the ability to speak this language.
Psionic Boost: For 2 power points, the bonus to
Stealth increases by +1 (up to a maximum total of
the aquanaut's level).
Eye Stalks
Physical Manifestation: The aquanauts eyes can
sprout out of their sockets, supported on long eyestalks which allow her to look in all directions at
once.
Effect: The aquanaut can extrude or retract her
eyes as a swift action. While extruded, the aquanaut
has a 360-degree sphere of sight, allowing her a
perfect view of creatures that might otherwise flank
her. Thus, flanking opponents gain no bonus on
their attack rolls, and rogues are denied their sneak
attack ability while flanking the aquanaut (they may
still sneak attack her if she is caught flat-footed).
The aquanauts vision-based Perception checks gain
a +4 enhancement bonus. She takes a 4 penalty on
saves against all gaze attacks while the eyes are
extended (vision returns to normal when they are
retracted).
Psionic Boost: For 5 power points, all damage to
the aquanaut's eyes is healed (up to and including
growing new eyes) and sight is restored. This does
not restore blindness caused by poison, disease, or
magical effects that do not cause physical damage.
Nautilus Shell [shell]

large, nautilus-like shell on her back.
Effect: The aquanaut gains a +2 bonus to her
natural armor and gains the ability to withdraw into
her shell as a move action. While inside, she gains
energy resistance 5 versus acid, sonic, and electricity
damage. This resistance increases by 5 for every 5
levels the aquanaut possesses, up to a maximum of
15 at 10th level.
Psionic Boost: For 1 power point, the energy
resistance increases by 1 point, up to a maximum of
twice the aquanaut's level.
Octopus Ink
either a beard of octopus tentacles or octopus
tentacle hair, chosen at the time of taking the
mutation.
Effect: Once per minute, the aquanaut can emit a
10-foot-radius cloud of ink as a free action while
underwater. This cloud provides total concealment.
The ink persists for 1 minute, even in strong water
currents. The ink has no effect on scents.
Psionic Boost: For 3 power points, the radius of
the cloud is extended by 5 feet, up to a maximum
total of 50 feet.
Shellskin [armor] [hide]

becomes covered in dozens of strategically placed
clam-like shells.
a suit of seashell armor at all times. She suffers no ill
1 (minimum 0).
Slippery Slime [slime]
oozes a colorless slippery slime from her pores.
Effect: The aquanaut may leave a trail of slippery
slime behind her when not submerged. Any
creature moving through such a trail must make a
successful Reflex save or fall. A creature can walk
within or through the slime trail at half normal
speed with a DC 10 Acrobatics check. Failure means
it cant move that round (and must then make a
Reflex save or fall), while failure by 5 or more
means it falls (see the Acrobatics skill for details).
Creatures that do not move on their turn do not
need to make this check. The trail lasts for 1 round
per level of the aquanaut, after which it evaporates.
This mutation can also be used to create a slippery

coating on an item as a standard action that
provokes an attack of opportunity. Material objects
not in use are always affected by this slime, while
an object wielded or employed by a creature
requires its bearer to make a Reflex saving throw to
avoid the effect. If the initial saving throw fails, the
creature immediately drops the item. A saving
throw must be made in each round that the creature
attempts to pick up or use the affected item. In
addition, the aquanaut or a creature wearing
affected armor or clothing gains a +5 circumstance
bonus on Escape Artist checks and combat
maneuver checks made to escape a grapple, and to
their CMD to avoid being grappled. Underwater,
the slime lasts 2 rounds per level of the aquanaut,
and then dissolves. The aquanaut constantly
replenishes her own supply of slime. The aquanaut
is unaffected by her own slime, but may be subject
to the slippery slime of others.
The DC of any Reflex check related to this
mutation is equal to 10 plus the aquanauts level
plus the aquanauts Constitution modifier.
Psionic Boost: For 2 power points, the save DC
of slime exuded that round increases by 1
(maximum 3).
Sticky Slime [slime]
Physical Manifestation: The aquanaut oozes
sticky bright-green slime from her arms.
Effect: Due to the stickiness of the slime, the
aquanauts CMD with regard to disarm attempts
gains a +4 bonus.
In addition, as a full-round action, the aquanaut
can create a ball of slime and fire it as a ranged
touch attack with a range of 25 feet. On a successful
hit, the sticky slime will entangle Medium or
smaller creatures. The slime dissolves in 2d4
rounds. Entangled creatures can attempt to break
free as a move action, making a Strength or Escape
Artist check. The DC for this check is equal to 10 +
the aquanauts Constitution modifier.
Psionic Boost: For 2 power points, the ball of
slime can affect a creature one size category larger,
and the save DC to break free increases by 1.
31
Sucker Feet [feet]

octopus-like suction cups on the lower half of her
body.
Effect: The aquanaut gains a +4 bonus to CMD
against bull rush, trip, and any combat maneuvers
that attempt to move her from her current location
when she is on a solid surface. She also gains a +4
circumstance bonus to Climb checks.
CMD and Climb checks increases by +1, up to a
maximum total bonus of +8.
Tentacle Arm [extra arm]
Physical Manifestation: The aquanaut grows an
octopus-like tentacle from her side.
Effect: The aquanaut gains the effect of an extra
arm as described under the [extra arm] descriptor
heading.
gains a +1 circumstance bonus to Climb checks per
tentacle that is not holding anything. This bonus
increases by +1 for every extra 2 power points
spent, up to a maximum total bonus equal to the
aquanaut's level per tentacle.
Water Jet
several fleshy siphon-like tubes at various places
around the sides of her body.
Effect: The aquanaut can spray water from the
siphons for propulsion. Her base swim speed
increases by 20 feet when they are used. She can
also move at half movement if otherwise
immobilized (including when she is paralyzed or
withdrawn into a shell granted by a [shell]
mutation).
Psionic Boost: For 1 power point, the bonus to
base speed provided by the siphons increases by 5
feet, up to a maximum bonus of 60 feet.
Piscine
Piscine includes all species of fish in the sea. They
are typically the best swimmers and are adept at
biting.
Angler Orb
long antenna from the top of her forehead that
terminates in a glowing orb.
Effect: The orb can shed light in a 20-foot radius.
For the first half (10 feet), the orb emits up to normal
light. For the other half, the light level increases by
one step (up to the same level as the orb). Areas of
normal or stronger light are not further illuminated.
The aquanaut can control the level of illumination
of the orb (up to normal light). If the aquanaut is
rendered dead or unconscious, the light
extinguishes.
Psionic Boost: For 1 power point, the total radius
of the illumination is extended by 10 feet, to a
maximum of 40 feet.
Arm Spike [poison]

Physical Manifestation: One of the aquanauts
arms becomes larger and can protrude or retract a
large bony spike from her wrist.
Effect: The arm spike is treated as a natural sting
attack with a base damage of 1d4 (1d3 for Small
characters) plus Poison (catfish venom). When used
to deal nonlethal damage, no poison is delivered.
The arm spike can be extended or retracted as a
swift action. The hand that the arm spike is attached
to cannot be used while the arm spike is extended.
CATFISH VENOM
Type poison, injury; Save Fort DC 10 + the
aquanauts level + the aquanauts Constitution
modifier
Effect 1d2 Str; Cure 1 save
Psionic Boost: For 5 power points, the base

damage of the stinger changes to that of the next
larger size category.
32
Deep Sea Eyes

Physical Manifestation: The aquanauts eyes
grow large and saucer-like.
Effect: The aquanaut gains darkvision out to a
range of 60 feet.
Psionic Boost: For 1 power point, the range of the
darkvision increased by 5 feet, up to a maximum
total range of 120 feet.
Fish Fins
fish-like fins and a powerful fish-like tail (if she
doesnt already have a tail).
Effect: The aquanauts base swim speed is
increased by 5 feet.
Psionic Boost: For 1 power point, the bonus to the
aquanaut's base swim speed increases by 5 feet, up
to a maximum total base swim speed of 120 feet.
Flying Fish [flying]

Mutation Prerequisites: 5th level, Fish Fins
long fins between her arms and body that fold out
into wings when she jumps above the surface of the
water.
Effect: The aquanaut gains a fly speed equal to
half her swim speed. The aquanauts
maneuverability depends on her size category.
Medium or smaller aquanauts have good
maneuverability. Large aquanauts have average
maneuverability, while Huge aquanauts have poor
maneuverability.
maneuverability improves to perfect for the round.
Note that the fish fin mutation can also increase the
aquanauts fly speed.
Hammerhead [head]
Physical Manifestation: The aquanauts head
becomes shaped like that of a hammerhead shark.
Effect: If the aquanaut makes a bull rush or
overrun attempt, she gains a +2 bonus to her CMB.
Alternatively, she can make a single attack with her
head as part of a charge. Treat it as a natural melee
Slam attack with a base damage of 2d6 (for a
Medium aquanaut).
bonus to CMB by one and add 1d6 to the damage
on a charge.
Puffer Puff
becomes baggy and appears deflated. While
expanded, she blows up into a large ball, much like
a frightened puffer fish.
Effect: As a swift action, the aquanaut can
instantly grow, doubling her height and length, and
quadrupling her width. The aquanaut's size
category increases by one, affecting her attack rolls,
AC, and combat maneuvers. The aquanaut also
suffers a 4 penalty to Dexterity due to both her
new size and awkward, bloated state. This power
also halves the aquanauts speed while it is in effect.
If insufficient room is available for the desired
growth, the aquanaut attains the maximum possible
size and can make a Strength check to burst any
enclosures in the process. If she fails, she is
constrained without harm by the materials
enclosing her. Equipment is not expanded by this
power, and may even be ripped apart if it does not
easily expand or unfasten.
Multiple effects that increase size do not stack,
which means (among other things) that the
aquanaut cant use an expansion power to further
expand herself. The aquanaut can, however, use
weapons made for her new size category and take
advantage of greater damage as a result. Natural
weapons are likewise larger and do more damage
accordingly as well. The aquanaut can deflate back
to normal size as a swift action. Once deflated, the
aquanaut cannot inflate again for 10 rounds.
Special: Although inflation takes no power points
to activate, it will only remain active if no power
points are being spent. If the characters power
point pool is decreased in any way besides using
them to boost (or maintain the boost for) this
mutation, the character will instantly deflate, and
not be able to inflate again for 10 rounds.
size category increases by two instead of one. She
suffers a 6 size penalty to Dexterity (to a minimum
effective Dexterity score of 1), and any penalties to
attack rolls and AC due to her new size. This
mutation can only be enhanced one step (maximum
6 power points spent per round).
33
Puffer Spines [spikes]

spines all over her body, much like a porcupine fish.
Effect: The aquanaut is covered in sharp spikes as
if equipped with armor spikes. These spikes can be
retracted or extended as a swift action. Retracted
spikes have no effect.
spines deal +1 damage per hit.
Scaly [armor] [hide]
Physical Manifestation: The aquanauts skin is
covered in tough fish scales.
a suit of scaly armor at all times. She suffers no ill
1 (minimum of 0).
Shark Bite [bite]
shark-like maw filled with razor sharp teeth.
with a base damage of 1d8 (1d6 for Small
characters). In addition, the shark bite attack has a
greater critical threat range than most natural
attacks. The bite attack's critical threat range is 1920.
damage dice. (For example, a Medium aquanaut
boosting with 5 power points would deal an extra
1d8 points of damage when she bites, while a Tiny
aquanaut boosting with 15 power points would deal
an extra 3d4 points of damage.)
Sharksight
shark-like dorsal fin and slot-like gills (or her gills
become slot-like, if she already has gills).
Effect: The aquanaut gains blindsense out to a
range of 30 feet. This ability allows the
aquanaut to pinpoint the location of
34
creatures that she cannot see without having to

make a Perception check, but such creatures still
have total concealment from the aquanaut. Visibility
still affects the aquanauts movement and she is still
denied her Dexterity bonus to Armor Class against
attacks from creatures she cannot see.
Furthermore, the aquanaut can breathe under
water indefinitely and is considered to have gills in
addition to her other breathing mechanisms.
the Pelagic language by putting a skill rank into the
Linguistics skill. If she loses this mutation, she also
loses the ability to speak and understand this
language.
Psionic Boost: For 1 power point, the range of the
blindsense is extended by 5 feet, up to a maximum
total radius of 60 feet.
Sharkskin [armor] [hide]
becomes like that of a shark.
a suit of sharkhide armor at all times. She suffers no
ill effects from resting in or wearing the armor for
1 (minimum of 0).
Psionic Boost For 1 power point, the aquanaut
absorbs the armor.
Reptile
Aquatic reptiles include crocodiles and sea turtles.
They often have tough armor and a beastly bite.
This category often includes aspects common to
amphibians as well.
Burrowing Claws
Mutation Prerequisites: 9th level, Reptilian Claws
Physical Manifestation: The aquanauts claws
grow longer and sturdier.
Effect: The aquanaut gains a burrow speed equal
to 15 feet. She can use this speed to move through
dirt, clay, sand, and earth. She does not leave a hole
behind, nor is her passage marked on the surface.
Psionic Boost: For 1 power point, the burrow
speed increases by 5 feet, up to a maximum total
speed of 60 feet.
Crocodile Jaws [bite]

long, tooth-filled snout like that of a crocodile.
with a base damage of 1d8 (1d6 for Small characters).
In addition, the crocodile jaws apply double the
characters Strength bonus to the bite damage.
damage dice.
Death Roll
long, crocodile tail, or her tail becomes crocodilian if
she has one already.
Effect: When grappling a foe of the aquanauts size
or smaller, she can perform a death roll upon making
a successful grapple check. As she clings to her foe,
she rolls rapidly, twisting and wrenching her victim.
The aquanaut inflicts double her Strength modifier in
damage and knocks the creature disoriented. If
successful, the aquanaut maintains her grapple.
deals an additional 1d8 points of damage during the
death roll.
Grasping Tongue
Physical Manifestation: The aquanauts tongue
grows long and prehensile.
Effect: The aquanaut can use her tongue to grapple
targets up to 10 feet away. When grappling this way,
she does not provoke an attack of opportunity or
suffer penalties for not having hands free.
Psionic Boost: For 3 power points, the range of the
aquanaut's tongue increases by 5 feet, up to a
maximum total of 25 feet.
Mud Flippers [feet]
Mutation prerequisites: Feet.
Physical Manifestation: The aquanauts feet grow
wide and flipper-like.
Effect: The aquanaut suffers no movement
penalties for moving through marsh or mud.
may walk across the surface of water as though it
were dry land.
Reptilian Claws [hands]
Physical Manifestation: The aquanauts fingers
terminate in large reptilian claws.
Effect: The aquanaut gains two natural claw
attacks with a base damage of 1d4 (for medium
characters). The claws do not interfere with her

spellcasting or her ability to manipulate objects.
claws deal damage as though they were one size
category larger.
Reptohide [hide]
becomes rough and scaly like that of a dire crocodile.
Effect: The aquanaut gains a +1 racial bonus to her
natural armor.
natural armor increases by +1, up to a maximum of
half the aquanaut's level.
Snakebite [poison]
Mutation Prerequisites: A natural bite attack
Physical Manifestation: The aquanauts teeth
become needle sharp and her tongue becomes
forked.
Effect: The aquanauts bite becomes poisonous,
injecting disteira venom on a successful attack.
DISTEIRA VENOM
Type poison, injury; Save Fort DC 10 + the aquanauts
level + the aquanauts Constitution modifier
Effect 1d3 Str; Cure 1 save
Psionic Boost: For 5 power points, the DC of

poison delivered this round increases by 1. (Note that
the boost must be used before any bite attacks to
have any effect.)
Turtle Shell [armor] [shell]
turtle-like shell.
Effect: The aquanaut is considered to be wearing a
suit of turtle armor at all times. She suffers no ill
prolonged periods of time. Armor check penalties
associated with this armor are reduced by 1
(minimum of 0).
In addition, as a move action, the aquanaut can
withdraw into her shell (as per the [shell] descriptor
rules) and her natural armor increases by +8 as long
as she does.
penalty is further reduced by 1 (minimum 0). While
withdrawn into her shell, 2 power points can be
spent to increase her natural armor by an
additional +1.
35
Prestige Classes
The sea holds many prestigious titles for those
brave enough to seek them. Listed below are ways
to adapt existing psionic prestige classes that are
offered in PSIONICS UNLEASHED. Afterwards, two
new prestige classes are presented.
Phrenic Slayer
Change: The Phrenic Slayer uses Table 3-2 to
determine their favored enemies. This replaces the
favored enemies normally offered by this prestige
class.
TABLE 3-2: PHRENIC SLAYER FAVORED ENEMIES
THE FOLLOWING PRESTIGE CLASSES CAN BE USED

UNDERSEA WITHOUT SIGNIFICANT ALTERATION:
Cerebremancer, Metamind, Psion Uncarnate,
Psychic Fist, Thrallherd, and Warmind.
THE FOLLOWING PRESTIGE CLASS IS NOT AVAILABLE
IN THE CERULEAN SEAS SETTING:
Pyrokineticist: The use of magical, psionic, and
even mundane fire is not typically found in an
aquatic setting. Therefore, the pyrokineticist is not a
viable option.
THE FOLLOWING PRESTIGE CLASSES HAVE SLIGHT
ALTERATIONS TO WORK WITH AN AQUATIC SETTING:
Elocater
Changes: The effects for the follow powers are
altered or replaced:
Personal Gravity (Su): While this power does
allow the elocater to walk on water, walking on
vertical surfaces has significantly less versatility
than it has on dry land. However, this power also
allows the elocater to obtain zero, negative, or
positive buoyancy as a free action.
Scorn Earth (Su): This power is replaced by
Topsy Turvy, detailed below.
Topsy Turvy (Su): At first level, the elocater can
reorient which director is considered up for himself
as a free action. Any direction can be signified,
including right, left, upward at a diagonal, and even
straight down. Buoyancy effects for the elocater
works based off the new direction.
Topsy Turvy is constantly active, even when
unconscious, unless the elocater is heavily
encumbered or slain. The elocater can ignore the
disoriented condition as he can right himself as a
free action.
Terminal Velocity (Su): This power also applies
to sinking or floating.
Freerunning (Ex): Referred to by the aquatic
elocater as freeswimming, the power
applies to his swimming speed rather than
his land speed.
36
Type (Subtype)
Type (Subtype)
Aberration
Animal (non-trueforms)
Animal (trueform)
Construct
Dragon
Fey
Humanoid (anthromorph)
Humanoid (feykith)
Humanoid (giant)
Humanoid (merfolk)
Humanoid (other subtype)
Magical beast
Monstrous humanoid
Ooze
Outsider (air)
Outsider (good)
Outsider (chaotic)
Outsider (earth)
Outsider (evil)
Outsider (lawful)
Outsider (native)
Outsider (water)
Outsider (steam)
Plant
Undead
Vermin
IN THE CERULEAN SEAS

Each prestige class that is available in the
PSIONICS UNLEASHED has their own unique niche in
the Cerulean Seas.
Cerebremancer
Feykith (especially the thalassic asrai) are prime
candidates to become cerebremancers, as their
nature is already heavily rooted in the arcane.
Merfolk, with their innate versatility, are also
frequently seen among the ranks of cerebremancers.
Cerulean seas cerebremancers often act as
emissaries between psionic and non-psionic
cultures.
Elocater
Delphins particularly enjoy the powers afforded
by the elocater prestige, but any race with psionic
leanings has been known to have fostered honored
elocaters. Even slow-moving zefs have found great
advantage in increased mobility.
The elocator can be an extremely valuable asset
in the Cerulean Seas, where the distance between
cities is often unpatrolled, perilous, and bereft of
friendly folk. For this reason, many cities have hired
them on as special messengers and couriers for
particularly sensitive and important matters.
Metamind
Metaminds are common among races that are
considered highly introspective, including the ix
and the melusine. The zefs will also yield a few
members of this caliber, as they are always prepared
for a long psionic battle. Their enemy, the deepdwelling zohs are known to use living vessels to
store vast amounts of psionic power and can often
match the greatest metaminds in psychic
endurance. The zefs shudder to think what might
happen if they did not train hard to obtain this class,
as they do not wish to stoop to the low ethical
standards of their racial enemy to obtain such
power.
Phrenic Slayer
Any race with a notable grudge against another
might produce phrenic slayers. The pisceans
typically come to mind, as their fear and hatred of
aquatic aberrations (which are often psionically
inclined) is legendary.
Psion Uncarnate
Psion Uncarnates are typically very rare in the
Cerulean Seas, though several tales of asrai
uncarnates proliferate through the waves. Like their
terrestrial counterparts, the aquatic uncarnate is
often walks a lonely path.
Psychic Fist
The perfect blend of psionics and martial arts,
any disciple of Jaxlen might strive towards this
path. In truth, ixian psychic fists are rare, though
members of other races within Jaxlenite monasteries
are much more common.
Thrallherd
The term goodly thrallherd is somewhat of an
oxymoron, though a few zef thrallherds may
disagree due to their particularly warped reasoning
when dealing with what they consider lesser
races. Melusine overminds will justify this class
with a similar excuse. Evil races, however, are
particularly fond of this prestigious class.
Warmind
There are few races that could not benefit from a
warmind. They are found among all races that
commonly support psionic classes.
Current Adept Prestige Class

The most obvious distinction between the lands
above and environment of the sea is that the latter is
filled with water- and water, while malleable, is a
far more substantial medium than air. Certain deep
sea masters of telekinesis have learned to exploit
this simple truth to unbelievable lengths. These
devoted psionic experts, called current adepts,
manipulate their home as if it was an extension of
their own body.
Current adepts telekinetically control the water
about them to create a stunning array of effects.
Increased speed, paralyzing vortexes, even boiling
or freezing the water about them is not out of the
question. The art of gaining mastery over the ocean
in such a way is a demanding application of
telekinesis. This path often only calls to the most
studious and committed psionic students.
Role: Though a current adept gives up some
advancement in psionic studies, his mastery over
his environment gives him allows him to excel in a
variety of situations. On the battlefield, their ability
to deal damage from afar and keep multiple targets
preoccupied makes them invaluable. However,
equally impressive is their ability to assist in travel,
labor, and scouting thanks to increased mobility. A
current adept should have no trouble finding
employment or uses for his unique skillset. When
one controls the very setting he lives in, job
placement is rarely an issue.
Alignment: Current adepts are often lawful.
They impose their own order on the water flowing
about them. Additionally, mastering such an art
requires strength of mind and patience. Only the
most dedicated kineticists follow this route.
Hit Die: d6
REQUIREMENTS
To qualify to become a current adept, a character
must fulfill all the following criteria.
Class: Must be a psion (kineticist)
Skills: Autohypnosis 5 ranks, Knowledge
(psionics) 5 ranks
Psionics: Ability to manifest 4th-level powers.
37
CLASS SKILLS
Acrobatics (Dex), Autohypnosis (Wis), Craft

(Int), Knowledge (all skills, taken individually)
(Int), Profession (Wis), Spellcraft (Int) and Use
Magic Device (Int).
Skill Ranks at Each Level: 2 + Int modifier.
CLASS FEATURES
All of the following are Class Features of the

current adept prestige class.
Weapon and Armor Proficiency: Current
adepts gain no proficiency with any weapon or
armor.
Powers Known and Maximum Power
Level: At every level indicated, a current adept
gains access to new powers as if he had also
gained a level in whatever manifesting class he
belonged to before he added the prestige class.
He does not, however, gain any other benefit a
character of that class would have gained
(bonus feats, metapsionic or item creation feats,
and so on). This essentially means that he adds
the level of current adept to the level of
whatever manifesting class the character has,
then determines powers known, manifester
level, and maximum power level accordingly.
Fast Movement (Ex): Thanks to their
mastery over the flow of water, a current
adepts swim speed is faster than the norm for
her race by +10 feet. This bonus stacks with any
other bonuses to the current adepts swim
speed. This power increases by another 10 feet
at 3rd, 6th, and 9th levels of the current adept
prestige class.
Gripping Water (Su): At first level a current
adept can grab his foes with fists of water. This
ability works as the 4th level Psion power
telekinetic maneuver (and is likewise treated as if
manifesting a power including power point
cost). However, it has the following changes.
This power may only be used to grapple foes.
Additionally, It is an area of effect power that
affects selected targets within a 20 ft. radius.
Finally, power resistance does not apply; the
current adept is not attacking a creature but is
instead manipulating the ocean itself to do its
bidding.
38
Quickening Current (Su): Once a current

adept reaches 2nd level, he may, for the cost of 9
power points, haste all allies within 10 feet of
him for 1 round. Additionally, those same
allies have their swim speed increased by 10
feet for 1 round/ manifesting level of the
current adept. The radius of the effect increases
by an additional 10 feet at 5th and 8th level.
Speed of Thought (Ex): At 3rd level, a
current adepts increased mobility and ease of
motion in the water allows him to react quicker
to danger. A current adept now adds their
Intelligence modifier to their Reflex save. This
does not supplant the Dexterity modifier
bonus; it contributes to it.
Rough Water (Su): At 4th level a current
adept can batter his enemies with waves of
water. This ability works as the 4th level Psion
power telekinetic maneuver. However, it has the
following changes. It is an area of effect power
that affects selected targets within a 20 ft.
radius. Additionally, this power may only be
used to bull rush or trip foes. Finally, power
resistance does not apply; the current adept is
not attacking a creature but is instead
manipulating the ocean itself to do its bidding.
Every power point spent over the 7 needed
to manifest not only increases the current
adepts CMB but also deals 2 points of damage.
TABLE 3-3: CURRENT ADEPT

Base Attack
Bonus
Fort
Save
Ref
Save
Will
Save
1st
+0
+0
+0
+1
2nd
+1
+1
+1
+1
3rd
+1
+1
+1
+2
4th
5th
+2
+2
+1
+2
+1
+2
+2
+3
6th
7th
8th
+3
+3
+4
+2
+2
+3
+2
+2
+3
+3
+4
+4
9th
10th
+4
+5
+3
+3
+3
+3
+5
+5
Level
Freeze/Scald (Su): At 5th level, the current

adepts telekinetic mastery allows him to
agitate the water into a boiling furor or slow its
movement until it freezes like ice. Any time
the current adept manifests an energy power
from the psychokinetic discipline he may make
the following additions to that manifestation at
the cost of 3 power points.
If the current adept manifests a cold power,
he may cause a successfully affected target to
be slowed for 3 rounds. For every 3 power
points spent above the initial 3, the target is
slowed an additional round.
If the current adept manifests a steam (fire)
power, he may deal an additional die of damage.
For every 3 power points spent above the initial
3, the target takes an additional point of damage.
Impassable Water (Su): At 7th level, the
current adept can immobilize foes by having
water chains bind them. This ability works as
the 4th level Psion power telekinetic maneuver.
However, it has the following changes. It is an
area of effect power that affects selected targets
within a 20 ft. radius. Additionally, this power
paralyzes a foe on a successful CMB check.
Finally, power resistance does not apply; the
current adept is not attacking a creature but is
Special
Fast Movement +10 ft.,
Gripping Water
Quickening Current 10 ft.
radius
Fast Movement +20 ft.,
Speed of Thought
Rough Water
radius, Freeze/Scald
Fast Movement +30 ft.
Impassable Water
radius
Fast Movement +40 ft.
Vortex
Powers Known/Max
Power Level
+1 level of existing class
-
instead manipulating the ocean itself to do its

bidding.
The targets remains paralyzed as long as the
current adept focuses on keeping it so. This
does not require additional expenditure of
power points, but it does require continued
CMB checks as per telekinetic maneuver.
Deadly Vortex (Su): At 10th level, the
current adept may cause himself to anchor a
powerful vortex of crushing water. All
creatures within 50 ft. of the current adept must
make a Fortitude save (DC 20 + current adepts
Int modifier). Creatures that fail are pulled
immediately adjacent to the current adept, take
10d6 points of damage, and are stunned for one
round. At the beginning of the current adepts
next turn, creatures are expelled 100 ft. in a
random direction, taking appropriate damage
for any obstacle they may crash into upon
expulsion, and are knocked disoriented.
Conversely, a current adept may use this
power as a means to propel his allies forward.
In this instance everything happens within the
time frame of one standard action, no damage
is dealt, and the current adept may control
the trajectory of his allies path.
39
Shark Incarnate Prestige Class

It should come as no surprise that many of
the races beneath the waves have sought to
emulate the shark's feral grace. Warriors wear
armor of shark hide; weapons are made from
the monster's teeth; shamans will even wear
the beast's great jaws as holy relics. Despite all
of this, none have mastered the shark's frightful
power like the shark incarnate- a psychic
warrior who has become one with the ocean's
most feared creature.
Not surprisingly, it was carchardian psychic
warriors who developed this psionic path. It is
also the devil sharks who are its foremost
proponent. However, as with anything of
power and utility, shark incarnates can now be
found in the hands of many determined
psychic warriors. Despite the spreading of this
knowledge, shark incarnates remain rare. It
takes a truly risk-taking soul to dare harnessing
such unbridled strength and bloodthirsty
passion.
Role: Shark incarnates are melee monsters.
They revel in each swing of their weapons, the
scent of fear rising from their foes, and the way
the light leaves the eyes of a fallen enemy.
Riding such raw animalistic energy often
shapes shark incarnates into berserkers on the
field of battle. They are driven to lay low all
who oppose them. Psychic warriors are the
only class that can mature into a shark
incarnate, but the addition of barbarian or
fighter levels are natural evolutions of this
prestige class.
Alignment: Shark incarnates may choose
any alignment. Many tend towards chaotic.
Simply put, the adrenaline their psionic powers
call forth tends to overwhelm reasonable
thoughts.
Hit Die: d10
40
REQUIREMENTS:
To qualify to become a shark incarnate, a
character must fulfill all the following criteria.
Class: Must be a psychic warrior who has
achieved use of both trance and maneuver in
the Feral Warrior Path.
Skills: Survival 5 ranks
CLASS SKILLS:
The shark incarnates class skills are

Acrobatics (Dex), Autohypnosis (Wis), Climb
(Str), Intimidate (Cha), Perception (Wis), Ride
(Dex), and Survival (Wis).
Skill Ranks per Level: 4 + Int Modifier
CLASS FEATURES
All of the following are class features of the

shark incarnate prestige class.
Weapon and Armor Proficiency: Shark
incarnates gain no proficiency with any
weapon or armor.
Power Points/Day: A shark incarnate can
manifest powers. His ability to manifest
powers is limited by the power points he has
available. His base daily allotment of power
points is given on Table 3-4: The Shark
Incarnate. In addition, he receives bonus power
points per day if he has a high Wisdom score.
His race may also provide bonus power points
per day, as may certain feats and items. If a
shark incarnate has power points from a
different class, those points are pooled together
and usable to manifest powers from either
class. Bonus power points from having a high
ability score can be gained only for the
characters highest psionic class.
Powers Known and Maximum Power
Level: At every level indicated, a shark
incarnate gains access to new powers as if he
had also gained a level in whatever manifesting
class he belonged to before he added the
prestige class. He does not, however, gain any
other benefit a character of that class would
have gained (bonus feats, metapsionic or item
TABLE 3-4: SHARK INCARNATE

Level
1st
2nd
3rd
4th
5th
Base
Attack
Bonus
Fort
Save
Ref
Save
Will
Save
+1
+2
+3
+4
+5
+1
+1
+2
+2
+3
+1
+1
+2
+2
+3
+0
+0
+1
+1
+1
Special
Bloody Jaws
Blood Frenzy
Relentless
Savage the Fallen
Never-Ending Hunger
creation feats, and so on). This essentially means

that he adds the level of shark incarnate to the
level of whatever manifesting class the character
has, then determines powers known, manifester
level, and maximum power level accordingly.
Bloody Jaw (Su): At 1st level the shark
incarnates bite of the barracuda power becomes
more shark-like. The power always deals at least
Large damage (2d6). Also, in addition to the
powers normal augmentation powers, a shark
incarnate may spend 3 power points to deal 1
point of bleed damage. This last augmentation
may be upgraded (6 power points for 2 bleed
damage, 9 for 3, and so on).
Blood Frenzy (Su): At 2nd level, the shark
incarnate becomes even more vicious under
certain circumstances. Whenever a creature is
suffering bleed or has 10 or fewer hit points
remaining, the shark incarnate doubles their
strength modifier when calculating melee
damage against that foe.
Powers
Points/Day
Powers Known/
Max Power Level
2
5
9
-

Additionally, any time the shark incarnate

makes a successful critical hit, he may, as a free
action, make another melee attack of the same
kind that caused the critical.
Relentless (Su): At 3rd level, the shark
incarnates drive and passion for battle allows him
to ignore a wide range of debilitating effects. As
many times per day as he has levels in this
prestige class, a shark incarnate who fails a
Fortitude or Will saving throw may immediately
reroll the failed save this time adding his Str
bonus to the result.
Though a shark incarnate may be able to do
this multiple times per day, he may only reroll a
particular failed save once.
Savage the Fallen (Su): At 4th level, the shark
incarnate gains one of the grislier aspects of its
namesake. Anytime he fells a foe, a shark
incarnate can use a move action to psionically
cannibalize his enemies remaining life force.
Doing so grants the shark incarnate 15 temporary
hit points.
The shark incarnate must use this
power the round, or the round
immediately following, his enemy was
reduced to 0 hit points. This kills the
victim outright.
Never-Ending Hunger (Su): At 5th
level gains the ability to fight beyond
wounds that would normally fell a
warrior. Once a shark incarnate obtains
this level, wounds that would take him
below 0 hit points are now subtracted
from his remaining power point pool.
For example, if a shark incarnate had 3 hit
points with a power point pool of 10, and he took
7 points of damage, he would suffer a reduction
in 2 hit points leaving him with 1 hit point. The
remaining damage would be dealt to his power
point total (reducing it to 5). Once the power
point pool is gone, hit points are damaged as
normal.
41
Chapter 4:
4:
Puffer Quills
42
The Gifted Sea
Feats
All of the feats presented in PSIONICS
UNLEASHED are equally available in an aquatic
setting and work without the need for any
modification. For other psionic feats, only slight
adjustments may be needed. Movement and speed
in the Cerulean Seas campaign setting always refers
to swimming and Swim speed, unless otherwise
noted. Likewise, effects that cause an opponent to
become prone instead cause an opponent to become
disoriented. In an aquatic setting, fire damage
usually instead refers to steam damage. For
merfolk, feats that refer to kicking instead refer to
an attack with the tail or tail slap. Obviously, feats
designed exclusively for classes or races that do not
exist in the Cerulean Seas campaign setting are not
typically available.
New feats
The following feats are unique to the Cerulean Seas
campaign setting.
BOILING POWER [METAPSIONIC]
Your powers with the [steam] descriptor
create steam that continues to cling and burn the
target. In addition, the hazy steam interferes with
the vision of those affected.
Benefit: To use this feat, you must expend
your psionic focus. The steam of your steam power
continues to boil the water around the target,
partially blinding it and causing additional damage
to it for a short time. That creature takes damage
equal to the powers level at the start of its next turn
and is dazzled. On the next turn, if one half of the
base damage dealt from the boiling power feat
during the previous round is equal to or greater
than 1, that creature takes that much damage and
remains dazzled during this round. This continues
until one half of the base damage is less than 1
point. For example, if energy ball (level 4 kineticist)
is successfully used to cause steam damage to an
opponent and augmented by this feat, that
opponent would take 4 steam damage and become
dazzled at the start of the next round, 2 steam
damage and remain dazzled on the round after, and
finally 1 point of steam damage and continued
vision impairment on the 3rd round after the initial
attack. Afterwards, the effect dissipates without
further damage or vision issues. This feat can only
be used with powers that have the steam (formerly
fire) descriptor and deal damage. Using this feat
increases the power point cost of the power by 3.
The powers total cost cannot exceed your

manifester level. The effects of Boiling Power do not
stack, but the most recent attack does replace the
effect and duration of the feats previous
applications.
BOLSTERING BOOST [PSIONIC]
You spend fewer power points to boost your
mutations.
Prerequisites: Mutations class feature
Benefit: Spend one less power point
(minimum 1 point) per boost to boost your
mutations.
COLLECTIVE MIND
You can tap into the great zef collective to gain
knowledge.
Prerequisites: Zef
Benefit: You can use all Knowledge skills
untrained. Three times per day, you can meditate to
actively tap the collective for a +2 racial bonus on a
Knowledge check. Tapping the collective can also
give you a second attempt on a Knowledge skill roll
you have previously failed on your own.
COLLECTIVE POWER [PSIONIC]
Once per day, you can manifest a power that you do
not know.
Prerequisites: Able to manifest 3rd level
powers or higher, Collective Mind.
Benefit: Once per day, add one additional
power of any level up to two levels lower than the
highest-level power you can manifest to your
powers known. You can choose any power,
including powers from another disciplines list or
even from another classs list, even if that power is
already on your classs power list. A different
power may be chosen each day, but the one before it
is lost.
CRAFT IOUN BUBBLE [ITEM CREATION]
You can create a psionic ioun bubble that can warn of
impending danger.
Prerequisite: Manifester level 5th.
Benefit: You can create an ioun bubble.
Doing so takes one day for each circumstance that it
can detect. The base price of an ioun bubble is equal
to the number of circumstances it can detect
multiplied by 100 gp. To create an ioun bubble, you
must use up raw materials (usually crystal bottles
and elaborate stoppers) costing one-quarter
its base price.
43
TABLE 4-1: PSIONIC AQUATIC FEATS

Feat
Prerequisites
Boiling Power 2
none
Bolstering Boost 1
Collective Mind
Collective Power 1
Mutations class feature

Zef
Manifester level 5th,
Collective Mind
Manifester level 5th
Manifester level 7th
Craft Ioun Bubble 3

Craft Mystic Starfish 3
Ectoplasmic Ink 1
Enthralling Performance 1
Merkoth
Amphian,
5 ranks in any Perform skill
Mutations class feature,
2 or more mutations with
the [Extra Arms] descriptor
Ability to manifest
metamorphosis,
anthromorph subtype
Naga
Melusine
Asrai
Asrai
Feykith subtype,
Manifester level 3rd
Naga
Extra Arms Attack 1
Extra Mutation 1
Form and Family 1
Hypnotic Eyes 1
Indissoluble Will 1
Liquefy 1
Liquid Body 1
Might and Magic 1
Mind Venom 1
Overseeing Eye 1
Puffer Quills 1
Tail of Tales 1
Talented Tentacles
Weapon of Ice 1
Melusine
none
Merfolk subtype
Merkoth,
base attack bonus +4
Amphian,
Manifester level 3rd.
Con 13
1Psionic
3Item
Truthseer 1
feat,
2Metapsionic
feat,
You can create a psionic ioun bubble that can warn of impending danger.
You can create a psionic mystic starfish that can fulfill the Concentration
requirement of powers when you cannot.
You can create a cloud of ink that cannot be dispersed.
While using your perform skill you cause your audience to become
fascinated.
You gain an additional attack with your extra arms.
You gain an additional mutation.

You can easily shift into animals that are similar to your own form.
You can initiate a powerful hypnotic gaze attack.

Your Will save remains unaffected by effects that specifically target it.
Once per day you can turn to liquid and escape bonds and grapples.
You are less susceptible to critical hits.
You gain a minor spell-like ability.
Your bite introduces venom that makes your victims more susceptible to
your telepathic attacks.
You can detect psionics at will.
Your body becomes covered in sharp quills.
You are extremely quick in undersea combat .
You can use your tentacles to greater effect.
Your clairsentience powers become stronger and last longer.
Your melee weapon does additional cold damage.
creation feat
CRAFT MYSTIC STARFISH [ITEM CREATION]

You can create a psionic mystic starfish that can
fulfill the Concentration requirement of powers
when you cannot.
Prerequisite: Manifester level 7th.
Benefit: You can create a mystic starfish.
Doing so takes one day for each 1,000 gp. in its base
price. The base price of a mystic starfish is equal to
the highest-level power it can maintain, squared,
and multiplied by 500 gp. To create a mystic starfish,
you must use up raw materials costing one-half its
base price.
ECTOPLASMIC INK [PSIONIC]
You can create a cloud of ink that cannot be
dispersed.
Prerequisites: Merkoth
Benefit: By expending your psionic focus,
you can emit a 15-foot-radius cloud of murky
purple ink as a free action while underwater.
This cloud provides total concealment and
44
Benefits
Creatures damaged by your powers with the steam descriptor take extra
damage and become dazzled.
You spend fewer power points to boost your mutations.
You can tap into the great zef collective to gain knowledge.
Once per day you can manifest a power that you do not know.
remains where it was released. The ink persists for 1

minute, and is immune to environmental and
magical effects that would normally disperse murky
water.
ENTHRALLING PERFORMANCE [PSIONIC]
While using your perform skill, you cause your
audience to become fascinated.
Prerequisites: Amphian, 5 ranks in any
Perform skill
Benefit: While you are psionically focused
and actively using a Perform skill, you can cause a
creature to become fascinated with you. The
creature must be within 90 feet and able to see, hear
and pay attention to you. You must also be able to
see the target. The distraction of nearby combat or
other dangers prevents the ability from working.
For every three levels you have attained, you can
target one additional creature with this ability (two
at 3rd level, three at 6th level, etc.)
EXTRA ARMS ATTACK [PSIONIC]

You gain an additional attack with your extra arms.
Prerequisites: Mutations class feature, two
or more mutations with the [Extra Arms] descriptor
Benefit: While you maintain psionic focus,
you may make one additional attack using your
extra arms. Standard rules apply for attacking with
multiple weapons.
EXTRA MUTATION [PSIONIC]
You gain an additional mutation.
Prerequisites:
Benefit: Gain a
mutation from one of
your phyla that has no
prerequisites or
descriptors.
Special: You
can take the feat
multiple times,
choosing a new
mutation each time.
FORM AND FAMILY
[PSIONIC]
You can easily shift
into animals that are
similar to your own
form.
Prerequisites:
Ability to manifest
metamorphosis,
anthromorph subtype
Benefit: When you
manifest minor metamorphosis,
major metamorphosis, or
metamorphosis to assume the form of a
natural animal within the same family as your race,
the manifestation time is a swift action instead of a
standard action and requires one less power point
per level of power (minimum 1 power point).
Family, with regards to this feat, refers to the base
animal the anthromorph race represents. For
example, karkanaks are humanoid crabs, pisceans
are related to fish, zefs to snails, nagas to snakes,
sebek-kas to crocodiles, and mogogols are frogs.
HYPNOTIC EYES [PSIONIC]

You can initiate a powerful hypnotic gaze attack.
Prerequisites: Naga
Benefit: At the beginning of your turn, you
may spend your psionic focus as a free action to
initiate a powerful hypnotic gaze attack. Any
creature within 30 feet of you may be subject to
your gaze. Creatures thus affected who fail to make
a Will save (DC 12 + your level) become
fascinated with you for 2d4 rounds. Targets
that successfully resist your gaze attack
become immune to your gaze for 24
hours.
INDISSOLUBLE WILL [PSIONIC]
Your Will save remains
unaffected by effects that
specifically target it.
Prerequisites:
Melusine
Benefit: Spend you
psionic focus as an
immediate action to ignore
all penalties to your Will save
for a number of turns equal
to your character level.
LIQUEFY [PSIONIC]
Once per day, you can turn to
liquid and escape bonds and
grapples.
Prerequisites: Asrai
Benefit: Once per day, you
may spend your psionic focus as a
swift action to automatically escape a
grapple or free yourself from any bonds or
shackles.
LIQUID BODY [PSIONIC]
You are less susceptible to critical hits.
Prerequisites: Asrai
Benefit: You have learned how to let
massive shock flow through your body without
causing great damage to you. While you are
psionically focused, any critical threats made
against you only confirm if the second roll results
in a natural 20 on the die.
45
MIGHT AND MAGIC [PSIONIC]

You gain a minor spell-like ability.
Prerequisite: Feykith subtype, Manifester level 3rd
Benefit: Choose a 1st level enchantment spell
from the wizard/sorcerer spell list. By expending a
number of power points equal to or less than your
level, you may cast this spell once per day. The
caster level is equal to the number of power points
spent. The DC (if any) is 10 + your Charisma
modifier.
Special: You may take this feat multiple times,
each time choosing a different 1st level spell each
time.
MIND VENOM [PSIONIC]
Your bite introduces venom that makes your
victims more susceptible to your telepathic attacks.
Prerequisites: Naga
Benefit: While you maintain psionic focus,
your bite attack inflicts the following venom instead
of the standard naga venom:
Mind Venominjury; save Fort DC 12 + your
level; frequency 1/round for 6 rounds; effect 1d2
Wis damage. In addition, anyone under the
influence of your venom takes a -2 penalty to all
Will saves against your psionic powers. ; cure 3
saves.
OVERSEEING EYE [PSIONIC]
You can detect psionics at will.
Prerequisites: Melusine
Benefit: When you are psionically focused,
an eye spot will appear in the center of your
forehead. The eye spot will allow you to cast Detect
Psionics as a psi-like ability at will, as a caster equal
to your character level.
PUFFER QUILLS [PSIONIC]
Your body becomes covered in sharp quills.
Benefit: While you are psionically focused,
you may form sharp ectoplasmic quills over your
skin or whatever you are wearing. While they are
formed, you are treated as though you are equipped
with armor spikes, even if you are not wearing
armor. You may form or dismiss the quills
as a free action.
46
TAIL OF TALES [PSIONIC]

You are extremely quick in undersea combat.
Prerequisite: Merfolk subtype
Benefit: When you make a melee attack as a
Standard Action, if you are psionically focused,
you gain a +2 Dodge bonus to AC until the
beginning of your next turn.
TALENTED TENTACLES
You can use your tentacles to greater effect.
Prerequisites: Merkoth, base attack bonus +4
Benefit: Your tentacles can (as a group)
hold and make use of any item that can be held in
one hand, such as a shield, light weapon, or onehanded weapon. Attacks made with an item held by
the tentacles suffer a -2 penalty to attack rolls (in
addition to any other penalties, such as fighting
with two weapons). The tentacles do not grant any
extra attacks beyond the character's normal
capabilities, only an alternate arm with which to
make the normal attacks with.
TRUTHSEER [PSIONIC]
Your clairsentience powers become stronger and
last longer.
Prerequisites: Amphian, Manifester level 3rd.
Benefit: While you are psionically focused,
all of your powers in the clairsentience discipline
have double range and duration.
WEAPON OF ICE [PSIONIC]
Your melee weapon does additional cold damage.
Prerequisites: Con 13
Benefit: While maintaining psionic focus,
all of your held melee weapons do an additional
point of cold damage on a successful hit. By
expending your psionic focus while completely
submerged, you can cause water to freeze around
one melee weapon that you are holding. The
weapon deals 2d6 additional points of cold damage
from shards of spikey ice on its next hit. The
weapon stays covered in ice for 1 minute or until it
successfully hits, whichever comes first. In addition,
if the weapon is negatively buoyant, the weapon
reverses in buoyancy polarity for the duration of
this effect.
Powers
This section contains altered and new psionic
powers for an underwater game. While the powers
from PSIONICS UNLEASHED that were not altered
here were designed for a land campaign involving
humanoid characters with hands and feet, it is not
too hard to extrapolate an underwater effect for
them, and fins, flippers, and tentacles can easily
replace hands and feet in the description.
Likewise, if a power refers to walking and
running, it now refers to swimming and diving.
All aquatic races can manifest powers underwater
without the need for an extra concentration check
(as is normally required for non-aquatic races).
Other Notable Exceptions

Cold Energy Effects: At depths of fewer than
300 feet, powers that create extreme cold also
form potentially damaging ice crystals. Below
300 feet, the pressure is too great to form ice
from water.
Fire Energy Effects: Instead of fire as an energy
type, it is replaced by steam. Steam appears as a
billowing white cloud that creates a curtain of
steam bubbles above it. Hot water has a
shimmering diffraction effect on water that is as
obscuring as smoke is on land. Steam-based powers
cannot catch flammable objects on fire like firebased powers can, though most aquatic objects
could not be considered flammable in any case.
Electricity Energy Effects: Electricity is a
common element under the ocean, though it
assumes a much different form than it does on
land. On land, electricity is known for its bright
crackling arcs of lightning. While these are not
unheard of in an undersea setting, the fact is that
the oceans rarely get hit with lightning. The
surface water of the sea does not typically heat up
enough to cause the positive charge needed for
lightning to occur. When it does occur, it is almost
always near shore. After lightning hits the water,
it disperses in a great and terrible electrical sphere
that is as deadly as it is undetectable. The picture
this paints of underwater electricity is more
commonly exemplified by the electric eel. Instead
of flashy and sweeping arcs, electricity is known
for its invisible spheres of damage.
Floating/Buoyancy Effects: An effect that allows
something or someone to float in water changes the
polarity of negative buoyancy to equivalent positive
buoyancy. If the original buoyancy is 0, the object

acquires the buoyancy of a float two size categories
smaller (minimum Fine-sized). If the buoyancy is
already positive, it doubles. This adjustment
remains for the duration of the floatation effect.
Flying Effects: Under the water, effects that let
you fly give you 0 buoyancy regardless of load.
One-quarter of the fly speed conferred by magic can
be applied to the subjects base swim speed with a
successful Fly check, DC 15. Subjects cannot add
this speed in areas with a current moving faster
than 30 feet, or when they are disoriented.
Prone Effects: Any effect that renders a creature
prone instead renders a creature disoriented.
Aquatic Equivalents of Existing Powers

Powers from PSIONICS UNLEASHED that are not
listed on Table 4-2 below are assumed to work
normally (with the exceptions noted previously).
Whenever an ability or effect refers to a power listed
on the table below, it instead refers to its listed
equivalent. Unless otherwise noted, the aquatic
equivalents are detailed in this chapter.
TABLE 4-2: AQUATIC POWER EQUIVALENTS

Terrestrial Power
Aquatic Equivalent
Bite of the Wolf
Bite of the Barracuda*
Breath of the Black Dragon
Cacophony Dragons Breath*
Catfall
Jellyfloat
Chameleon
Cuttlefish*
Control Air
Control Water
Control Fire
Control Steam
Exhalation of the Black

Dragon
Cacophony Dragons
Exhalation*
Fiery Discorporation
Icemeld
Oak Body
Wooden Body*
Psionic Lions Charge
Psionic Dolphins Dive*
Skate
Slipstream
Stomp
Splash
Tornado Blast
Whirlpool Blast
*These powers differ in name only; refer to PSIONICS

UNLEASHED for their effects.
47
Undersea Power Lists

*Powers marked with an asterisk are detailed in this chapter.
Aquanaut Powers
Complete Aquanaut Power List
1st-Level Aquanaut Powers animal affinity, biofeedback, bite of the
barracuda (same as bite of the wolf), burst, call to mind, claws of the
beast, compression, create sound, cuttlefish (same as chameleon), detect
psionics, distract, ectoplasmic sheen, elfsight, empathy, empty mind,
entangling ectoplasm, expansion, float, force sheen, fortify, grip of iron,
hammer, heightened vision, inertial armor, jellyfloat*, metaphysical
claw, metaphysical weapon, minor metamorphosis, my light, natural
healing, precognition defensive, precognition offensive, prevenom,
prevenom weapon, slipstream*, splash*, thicken skin, vigor.
2nd-Level Aquanaut Powers body adjustment, body equilibrium,
cleanse body, concealing amorpha, control water*, detect hostile intent,
dissolving touch, dissolving weapon, ectoplasmic net*, empathic
transfer, energy stun (electricity and sonic only), fate leech,
gyrostrike*, hustle, painful strike, prowess, psionic dolphins dive
(same as psionic lions charge), psionic scent, specified energy
adaptation, thought shield, wall walker.
3rd-Level Aquanaut Powers body purification, cacophony dragons
exhalation (same as exhalation of the black dragon), claws of the
vampire, danger sense, duodimensional claw, ectoplasmic cocoon,
ectoplasmic form, endothermic panoply*, energy burst (electricity
or sonic only), escape detection, graft weapon, greater concealing
amorpha, hostile empathic transfer, hydraulic shell*, mental
barrier, metamorphosis, sharpened edge, touchsight, ubiquitous
vision, vampiric blade.
4th-Level Aquanaut Powersadapt body, aqueous coalescence*, claw of
energy, energy adaptation, energy current (electricity only), flight,
immovability, psychic drain, slip the bonds, steadfast perception,
truevenom, truevenom weapon, weapon of energy.
New and Altered Aquanaut Powers
1ST-LEVEL AQUANAUT POWERS

Jellyfloat: Gain 0 buoyancy and eliminate the disoriented
condition.
Slipstream: Greatly reduce the effects of water resistance
and drag.
Splash: Disoriented creatures around you with a tremendous
splash.
2ND-LEVEL AQUANAUT POWERS

Ectoplasmic Net: Create and mentally direct a net made out of
ectoplasm.
Control Water: Control local water currents.
3RD-LEVEL AQUANAUT POWERS

Endothermic Panoply: Gain slick masterwork glacial armor that
confers cold resistance.
Hydraulic Shell: Enshroud yourself with protective pressurized
water.
4TH-LEVEL AQUANAUT POWERS

Aqueous Coalescence: Thicken the water around you, slowing
down opponents and preventing ranged attacks in the area.
48
Aquatic Psion/Wilder Powers

Complete Aquatic Psion/Wilder Power List
1st-Level Psion/Wilder Powers astral traveler, attraction, bolt,
broker, call to mind, conceal thoughts, control ice*, control light,
create sound, crystal shard, deceleration, defensive precognition,
dj vu, demoralize, detect psionics, disable, dissipating touch,
distract, ecto protection, ectoplasmic sheen, empathy, empty mind,
energy ray, entangling ectoplasm, far hand, float, force screen,
fortify, hammer, inertial armor, jellyfloat*, know direction and
location, matter agitation, mind thrust, missive, my light, offensive
precognition, offensive prescience, sense link, slipstream*,
synesthete, telempathic projection, telepathic lash, vigor.
2nd-Level Psion/Wilder Powers bestow power, biofeedback, body
equilibrium, breach, cleanse body, cloud mind, concealing amorpha,
concussion blast, control sound, converse, defy gravity, detect
hostile intent, ectoplasmic net*, ego whip, elfsight, energy push,
energy stun, feat leech, forced sense link, id insinuation, inflict
pain, mass missive, mental disruption, minor metamorphosis,
natural linguist, psionic lock, recall agony, share pain, specified
energy adaptation, sustenance, swarm of crystals, thought shield.
3rd-Level Psion/Wilder Powers body adjustment, body
purification, danger sense, dismiss ectoplasm, dispel psionics,
energy bolt, energy burst, energy retort, energy wall, eradicate
invisibility, forced share pain, heightened vision, hydraulic shell*,
mental barrier, mind trap, psionic blast, sharpened edge, solicit
psicrystal, telekinetic force, time hop, touchsight, ubiquitous vision.
4th-Level Psion/Wilder Powers augured answer, aura sight,
correspond, death urge, detect remote viewing, empathic feedback,
energy adaptation, fold space, hydrothermal tap*, intellect
fortress, mindwipe, personality parasite, power leech, psychic
reformation, slip the bonds, telekinetic maneuver, trace
psychoport, wall of ectoplasm.
5th-Level Psion/Wilder Powers adapt body, catapsi, ectoplasmic
shamble, incarnate, leech field, major ectoplasmic creation, pierce
the veils, planar travel, power resistance, psychic crush, shatter
mind blank, tower of iron will.
6th-Level Psion/Wilder Powers aura alteration, cacophony
dragons breath (same as breath of the black dragon), co-opt
concentration, disintegration, fuse flesh, remote view trap, retrieve,
suspend life, sustained flight, temporal acceleration, trigger power.
7th-Level Psion/Wilder Powers bend reality, cosmic awareness,
decerebrate, divert teleport, energy conversion, energy wave,
ensconce, ethereal passage, evade burst, hypersaturation field*,
personal barred mind, psychosis, ultrablast, wooden body (same as
oak body).
8th-Level Psion/Wilder Powers barred mind, body of iron, greater
psychoport, hydrokinetic vortex*, matter manipulation, recall
death, shadow body, true metabolism.
9th-Level Psion/Wilder Powers affinity field, apopsi, assimilate,
greater ethereal form, microcosm, reality revision, timeless body,
unravel psionics.
Psion Discipline Powers

EGOIST (PSYCHOMETABOLISM) 1st level: minor metamorphosis,
natural healing, thicken skin; 2nd level: animal affinity, chameleon,
empathic transfer; 3rd level: ectoplasmic form, hustle, metamorphosis;
4th level: psychic drain; 5th level: psionic revivify, psychofeedback,
restore extremity; 6th level: cleanse spirit, greater metamorphosis;
7th level: fission; 8th level: fusion; 9th level: true metamorphosis.
KINETICIST (PSYCHOKINESIS) 1st level: control object;
2nd level: control water*, energy missile; 3rd level: energy cone;
4th level: control body, energy ball, inertial barrier; 5th level:
energy current, icemeld*; 6th level: atomic agitation*, dispelling
buffer, null psionics field; 7th level: reddopsi; 8th level:
psychokinetic sphere; 9th level: whirlpool blast*.
NOMAD (PSYCHOPORTATION) 1st level: burst, detect

teleportation; 2nd level: dimension swap; 3rd level: astral caravan;
4th level: expulsion, flight, wrench; 5th level: baleful teleport,
psychoport, psychoport trigger; 6th level: banish; 7th level: dream
travel, ethereal form; 8th level: mass time hop; 9th level:
psychoportation circle, time regression.
SEER (CLAIRSENTIENCE) 1st level: destiny dissonance,
precognition; 2nd level: clairvoyant sense, object reading,
sensitivity to psychic impressions; 3rd level: escape detection, fate
link; 4th level: anchored navigation, remote viewing; 5th level:
clairtangent hand, second chance; 6th level: greater precognition;
7th level: fate of one; 8th level: hypercognition;
9th level: metafaculty.
SHAPER (METACREATIVITY) 1st level: astral construct,
ectoplasmic creation; 2nd level: reconstruction; 3rd level: greater
concealing amorpha, ectoplasmic cocoon; 4th level: modify matter,
quintessence; 5th level: hail of crystals; 6th level: crystallize,
greater modify matter; 7th level: mass ectoplasmic cocoon; 8th
level: astral seed; 9th level: genesis, true creation.
TELEPATH (TELEPATHY) 1st level: empathic connection, mindlink;
2nd level: aversion, brain lock, compelling voice, read thoughts;
3rd level: crisis of breath, hostile empathic transfer, false sensory
input; 4th level: memory modification, mind control, schism,
thieving mindlink; 5th level: metaconcert, mind probe, synaptic
murk*; 6th level: mind switch; 7th level: crisis of life; 8th level: mind
seed; 9th level: psychic chirurgery, true mind switch.
New and Altered Psion/Wilder Powers
1ST-LEVEL PSION/WILDER POWERS

Control Ice: Take control of nearby natural ice source.
condition.
Slipstream: Greatly reduce the effects of water resistance and
drag.
2ND-LEVEL PSION/WILDER POWERS

ectoplasm.
Control Water: Control local water currents.
3RD-LEVEL PSION/WILDER POWERS

water.
4TH-LEVEL PSION/WILDER POWERS

Hydrothermal Tap: Create a violent explosion of steam and
sound using a psychoportive link.
5TH-LEVEL PSION POWERS

Icemeld: Discorporate into cold energy and reappear 24 hours
later.
Synaptic Murk: Exude a hazy murk that weakens the mental
resistance of your enemies.

Atomic Agitation: Create a huge column of boiling water.

Hypersaturation Field: Charge an area of water with your active
energy type, damaging all enemies within.

Hydrokinetic Vortex : Create a powerful whirlpool around you.

Whirlpool Blast: Create an atypical water vortex that does
damage.
Aquatic Psychic Warrior

Complete Aquatic Psychic Warrior Power List
1st-Level Psychic Warrior Powers astral traveler, biofeedback, bite
of the barracuda (same as bite of the wolf), burst, call weaponry,
claws of the beast, compression, conceal thoughts, cuttlefish (same
as chameleon), defensive precognition, detect psionics, dissipating
touch, distract, elfsight, empty mind, expansion, float, force screen,
fortify, grip of iron, hammer, inertial armor, jellyfloat*,
metaphysical claw, metaphysical weapon, my light, offensive
precognition, offensive prescience, prevenom weapon, prevenom,
slipstream*, splash*, synesthete, thicken skin, vigor.
2nd-Level Psychic Warrior Powers animal affinity, body
adjustment, body equilibrium, body purification, concealing amorpha,
defy gravity, detect hostile intent, dimension swap, dissolving touch,
dissolving weapon, ectoplasmic net*, empathic transfer, feat leech,
gyrostrike*, heightened vision, hustle, painful strike, prowess, psionic
dolphins dive (same as psionic lions charge), psionic scent, specified
energy adaptation, strength of my enemy, sustenance, thought shield,
wall walker.
3rd-Level Psychic Warrior Powers cacophony dragons exhalation
(same as exhalation of the black dragon), claws of the vampire,
danger sense, dimension slide, duodimensional claw, ectoplasmic
form, empathic feedback, endothermic panoply*, escape detection,
evade burst, graft weapon, greater concealing amorpha, hostile
empathic transfer, hydraulic shell*, mental barrier, sharpened edge,
ubiquitous vision, vampiric blade.
4th-Level Psychic Warrior Powers aqueous coalescence*, claw of
energy, energy adaptation, fold space, immovability, inertial
barrier, psychic drain, slip the bonds, steadfast perception,
truevenom, truevenom weapon, weapon of energy.
5th-Level Psychic Warrior Powers adapt body, catapsi,
metaconcert, psychofeedback, synaptic murk*, wooden body (same
as oak body).
6th-Level Psychic Warrior Powers atomic agitation*, body of iron,
cacophony dragons breath (same as breath of the black dragon),
dispelling buffer, form of doom, personal barred mind, suspend life.
New and Altered Psychic Warrior Powers
1ST-LEVEL PSYCHIC WARRIOR POWERS

condition.
Slipstream: Greatly reduce the effects of water resistance and
drag.
Splash: Disoriented creatures around you with a tremendous
splash.
2ND-LEVEL PSYCHIC WARRIOR POWERS

ectoplasm.
Gyrostrike: Entangle a victim of your melee attack with strong
water currents.
3RD-LEVEL PSYCHIC WARRIOR POWERS

Endothermic Panoply: Gain slick masterwork glacial armor that
confers cold resistance.
water.
4TH-LEVEL PSYCHIC WARRIOR POWERS

Aqueous Coalescence: Thicken the water around you, slowing
down opponents and preventing ranged attacks in the area.

Synaptic Murk: Exude a hazy murk that weakens the mental
resistance of your enemies.

Atomic Agitation: Create a huge column of boiling water.
49
Undersea Powers
The following powers are presented in alphabetical order.
These powers do not function outside of water and their effects
do not extend beyond the waters surface.
AQUEOUS COALESCENCE
Discipline: Psychokinesis
Level: Aquanaut 4, psychic warrior 4
Display: Mental and visual
Manifesting Time: 1 standard action
Range: 20-ft.
Area: 20-ft. radius emanation, centered on you
Duration: 1 min./level
Saving Throw: None; Power Resistance: No
Power Points: 7
Using kinetic energy, you strengthen the bonds of the water
molecules around you, thickening the water in the affected area
into a gel-like consistency. The effect remains centered on you,
and does not hamper you in any way. However, other creatures
moving through the area of affect swim at half their normal
speed and take a 2 penalty on all melee attack and melee
damage rolls. The thickened water prevents effective ranged
weapon attacks (except for magic rays and the like). Buoyancy
acceleration is canceled out for a creature or object that moves
through the area of effect. While inside of the area, the maximum
rate of movement due to buoyancy is 10 feet per round (sinking
or floating).A creature cannot take a 5-foot-step while within this
area. Water currents moving slower than 100 feet are negated
within the effect of this power. Currents moving 100 feet or faster
instantly dissipate this power.
ATOMIC AGITATION
Discipline: Psychokinesis [Steam]
Level: Kineticist 6, psychic warrior 6
Range: 60 ft.
Area: Vertical cylinder (20-ft. radius, 60 ft. long, with you at the
bottom center)
Duration: 1 round/level (D)
Power Points: 11
You vibrate the water molecules around you, creating a
column of superheated water. A burst of boiling hot water blasts
upward from your body, inflicting 4d6 steam damage +1 point per
level to all other creatures in the area and disorienting them. A
successful Fortitude save halves the steam damage and negates
the disorientation. Swimming creatures are forced towards the
surface by the powerful up-flow unless they make a DC 15
Acrobatics skill check, in which case they remain at their original
depth. Any creature that takes damage from this effect becomes
fatigued (or exhausted, if already fatigued, such as from a previous
round of exposure to this power). You are unaffected by the
power, and the column of superheated water moves with
you, as you move.
50
CONTROL ICE
Discipline: Psychokinesis [Ice]
Level Psion/wilder 1
Display: Auditory
Range: Medium (100 ft. + 10 ft./level)
Area: One nonmagical source of ice; see text
Duration: Concentration, up to 1 min./level
Saving Throw: See text; Power Resistance: No
Power Points: 1
You cryokinetically control the intensity or movements
of the cold energy from one source of ice. A nonmagical ice
source can be controlled if it is equal to or smaller than the
maximum size of ice sample you can control according to
your manifester level, as noted on the accompanying table.
You can freely switch control between different ice sources,
or change the nature of your control, while you maintain
concentration, but only one specified change (keeping ice
from melting, animating it, or altering its size) can be made to
one source of ice in a round. When your control over a source
of ice lapses, that ice block immediately returns to its original
state (or melts away if it has been moved to warmer waters).
With this power, you can artificially keep ice from melting
normally; even exposing controlled ice to scalding steam will
not melt it (though completely removing the ice from water
will cancel this power and allow it to melt normally).
This power also enables you to make ice move as if it
were a living creature. You can animate only naturally
occurring ice; if you attempt to animate ice that has been
increased or decreased in size by your augmentation of this
power, the ice immediately returns to its original size. An
animated ice chunk moves at a speed of 30 feet. Ice that
moves into warm water melts as soon as your control over it
lapses.
Animated ice can enter any square, even one a creature is
occupying. If animated ice enters a square occupied by a
creature, that creature can make a Reflex save to get out of
the way (DC 11 + the number of dice of damage the ice does
+ your key ability modifier). A successful Reflex save moves
the creature to the nearest unoccupied square (if there are
multiple, the creature chooses which).
If a creature begins its turn in a space occupied by
animated ice, it takes the damage listed on the accompanying
table. If the creature takes damage and is the same size or
smaller than the ice, it may be frozen (effectively paralyzed)
unless it makes a Reflex save (same DC as above). A frozen
victim takes damage each round and may attempt to break
free as a full-round action (Escape Artist DC 25 or Strength
DC 30). If the animated ice leaves the the space of the frozen
creature, it is freed automatically. A creature that has freed
itself can still take damage and be frozen in subsequent
rounds.
Augment: You can augment this power in one or both of
the following ways.
1. For every 2 additional power points you spend, you
can increase the size of the ice you want to control by
one step, up to the maximum size of ice you can
control according to your manifester level.
2. For every 2 additional power points you spend, you
can decrease the size of the ice you want to control by
one step. You can reduce a Tiny or smaller ice to
nothing, melting it.
TABLE 4-3: CONTROL ICE

Manifester Level
Size of Ice
Sample
Maximum
Damage per
Round
1st2nd
3rd4th
5th6th
7th8th
9th10th
11th12th
13th14th
15th16th
17th or higher
Fine
Diminutive
Tiny Small
Small
Medium
Large
Huge
Gargantuan
Colossal
1
1d3
1d6
2d6
3d6
4d6
5d6
6d6
7d6
Space
1 foot square
1 foot square
1 foot square
1 foot square
1 foot square
2-by-2-ft. square
3-by-3-ft. square
4-by-4-ft. square
5-by-5-ft. square
CONTROL WATER
Level Aquanaut 2, kineticist 2
Display: Auditory and mental
Range: Long (400 ft. + 40 ft./level)
Area: 50-ft.-radius spread
Duration: Concentration, up to 1 min./level
Power Points: 3
You have some control over water current speed and
direction. The speed of the current within the area of this
power can be increased or decreased by up to 30 feet. This
power also gives you the ability to alter the direction of the
current by as much as 90 degrees.
Augment: For every additional power point you spend,
you can modify the speed of the water current by an
additional 30 feet, to a maximum change of 180 feet.
ECTOPLASMIC NET
Discipline: Metacreativity (Creation)
Level: Aquanaut 2, psion/wilder 2, psychic warrior 2
Duration: 5 min./level (D)
Saving Throw: Reflex negates; see text; Power Resistance: No
Power Points: 3
You shoot forth streams of ectoplasmic webbing, creating a
large net. The ectoplasmic net traps those caught within it. The net
remains stationary if undirected, but you can will the net to move
in any direction at a speed of up to 60 feet per round with a
standard action and concentration. If the net hits an unyielding
solid surface (such as the sea floor) it collapses and the effect ends.
Creatures caught within an ectoplasmic net become grappled by the
tangled strands of rope.
You may pass through the net and even attack creatures
caught within unhindered. Anyone else in the effects area
when the spell is cast must make a Reflex save. If this save
succeeds, the creature is inside the net but is otherwise
unaffected. If the save fails, the creature gains the grappled
condition, but can break free by making a combat maneuver
check or Acrobatics check as a standard action against the DC
of this power. The entire area of the net is considered difficult
terrain. Anyone moving through the nets must make a
combat maneuver check or Escape Artist check as part of

their move action, with a DC equal to the powers DC.
Creatures that fail lose their movement and become
grappled in the first square of netting that they enter. If you
have at least 5 feet of net between you and an opponent, it
provides cover. If you have at least 20 feet of net between
you, it provides total cover. An ectoplasmic net is virtually
unaffected by water currents, though it does seem to billow
in response to them.
ENDOTHERMIC PANOPLY
Discipline: Metacreativity (Creation) [Cold]
Display: Material and visual
Range: Personal
Target: Self
Duration: 1 minute/level (D)
Power Points: 5
Your current armor or clothing becomes coated in a thin layer
of endothermic ectoplasm, which negates heat from the
surrounding water and forms a flexible layer of ice about your
body. For the duration of this power, you are considered to be
wearing masterwork glacial armor. You retain access to the
magical qualities of the armor or clothing that you were wearing
when this power was manifested. However, the armor behaves as
if it was glacial armor in regards to base armor bonus, maximum
Dexterity bonus, arcane spell failure chance, and so on. In addition,
the armor temporarily gains qualities of Improved Energy
Resistance (cold) and Improved Slick for the duration of the spell.
Note: The statistics of the masterwork glacial armor override
the base statistics of any actual armor the manifester is wearing,
even if the base armor is higher.
GYROSTRIKE
Display: Visual
Manifesting Time: 1 swift action
Range: Touch
Target: One creature that you successfully hit with a melee
attack
Duration: 1 round/level
Saving Throw: Reflex partial; Power Resistance: Yes
Power Points: 3
Immediately after successfully hitting an opponent with a
melee attack that deals combat damage, you can weave strong,
rope-like water currents around your victim. The target becomes
encircled by swirling water currents that impede its movement.
Until the end of the powers duration, the target is entangled. If the
target starts its turn in a square adjacent to you, it is considered to
be tethered to an immobile object (you) and cannot move. A target
that saves against this power is affected for only 1 round and is
not counted as tethered to you.
51
HYDRAULIC SHELL
Level: Aquanaut 3, Psion/wilder 3, Psychic Warrior 3
Manifesting Time: 1 swift action
Range: Personal
Target: You
Duration: 1 minute/level
Saving Throw: Fortitude (negates, for qualifying attackers only);
Power Resistance: No
Power Points: 5
You become enshrouded in a whirling screen of pressurized
water swirling around you at a speed of 100 feet. You ignore the
effects of currents of a lesser speed (whether natural or
supernaturally created), and ranged attack rolls against you
take a 4 penalty. Tiny or smaller creatures must succeed at a
Fortitude save to successfully touch or attack you in melee.
Failure knocks the attacker disoriented and pushes it 5
feet away from you (in a random direction) per level
of the manifester. Pushed creatures can pass through
the squares of other creatures without affecting them
and does not provoke attacks of opportunity, but
the creature takes 3d6 points of nonlethal damage
plus 1d6 bludgeoning damage if the creature strikes
a solid object that blocks its movement.
HYDROKINETIC VORTEX
Level: Psion/wilder 8
Range: 25-feet
Area: One 25-ft. diameter vortex centered on you
Saving Throw: Reflex negates;
see text; Power Resistance: No
Power Points: 15
You use your telekinetic
prowess to push water into a
powerful vortex (25 foot diameter
whirlpool) of raging water that
surrounds you. The vortex remains centered on
you, even if you move. You are not affected by
the vortex, and remain in the very center of it
for the duration of the effect. You may direct
the vortex to eject any creatures trapped
within it whenever you wish, depositing the
hapless souls out of the bottom. See page 23
of the CERULEAN SEAS CAMPAIGN SETTING for
more information on whirlpools.
HYPERSATURATION FIELD
Discipline: Psychokinesis [see text]
Display: Auditory, mental, and visual
Area: Two 10-ft. cubes per level (S)
Duration: 1 min./level (D) plus concentration
Saving Throw: Reflex half; Power Resistance: Yes
Power Points: 13
You inundate the affected areas water molecules with
pure energy of your active energy type (cold, electricity,
steam, or sonic) until the whole area
is shot through with swirling gulfs
of deadly water. The roiling waters
do not harm natural flora, ground
cover, structures, or any creatures
in the area that you wish to exclude
from damage. Any other creature in
the area takes 1d6 points of energy
damage per manifester level
(maximum 20d6), Reflex save for
half. Creatures that fail their Reflex
save become surrounded in a vortex
of energized water, taking 4d6
points of specified energy damage
each round until they manage
to escape from ranging
waters churning around
them. Escaping the vortex is
a full-round action that
requires a DC 20 Reflex
save. In the case of cold
energy, instead of a vortex, the
entire area pulses with churning ice
crystals that partially encase
affected creatures, but the mechanical effect of the power is
the same.
Hydraulic Shell
HYDROTHERMAL TAP
Discipline: Psychoportation [Steam]
Area: spherical burst with a radius of 30 feet
Duration: Instantaneous
Saving Throw: Fort negates and Reflex negates; see text;
Power Resistance: No
Power Points: 7
You create a tiny psychoportive link between a point that
you chose in range and the molten rock far below the ocean
floor. The link lasts only a few seconds, but the result is
a deafening blast of super-heated boiling water. All
creatures and objects in the area take 5d6 points of
steam damage. The area continues to boil for 1d4
52
rounds afterwards, causing an additional 1d6 points of steam

damage per round to each creature remaining in the area of
effect. Creatures that make successful Reflex saves take half
damage and ignore the effects of residual steam damage
afterwards. Creatures within 60 feet of the center of the effect
are deafened for 1d4+1 rounds (sonic attack, Fort negates).
ICEMELD
Discipline: Psychokinesis [Cold]
Level: Kineticist 5
Display: Visual
Manifesting Time: 1 immediate action
Range: Personal
Target: You
Duration: Instantaneous and one day; see text
Power Points: 9
You use your mastery of cold energy to cheat death. To
use this power, you must be within 30 feet of a natural ice
source. Any damage that would reduce you to 0 hit points
or lower instead has a chance to discorporate you. You
attempt a Will save (DC 5 + damage dealt); if it succeeds,
you take no damage and simply break apart into dozens of
flitting ice crystals and vanish, along with all your gear
and anything you are holding or carrying. One day later,

you reappear adjacent to any ice nearest to the place
where you discorporated, seeming to materialize from the
ice (you choose where you appear along the perimeter of
that ice). While discorporated, you do not existyou can
do nothing, nor can any of your enemies do anything to
you.
Augment: For every 3 additional power points you
spend, you gain a +1 bonus on your Will save to
determine whether you discorporate.
A wave of your fins, flippers, or webbing precipitates a

psychokinetic shock wave that travels through the water,
tumbling creatures and loose objects. The shock wave affects
only creatures under the water within the powers area.
Creatures that fail their saves are disoriented and take 1d4
points of nonlethal damage.
this powers nonlethal damage increases by 1d4 points. For
every additional 2d4 points of nonlethal damage, the powers
save DC increases by 1.
JELLYFLOAT
Discipline: Psychoportation
Level Aquanaut 1, psion/wilder 1, psychic warrior 1
Display: Auditory
Manifesting Time: 1 immediate action
Range: Personal
Target: You
Duration: 1 round/ level
Power Points: 1
Your current buoyancy becomes 0, and you lose the
disoriented condition. You may manifest this power in
response to floating or sinking out of control, or
becoming disoriented.
SYNAPTIC MURK
Discipline: Telepathy [Mind-Affecting]
Level: Psychic warrior 5, telepath 5
Display: Visual
Range: 20 ft.
Area: 20-ft. radius emanation, centered on you
Duration: 1 minute per level and 2d6 rounds; see text
Saving Throw: Will negates; Power Resistance: Yes
Power Points: 9
You charge the water around you with telepathic power,
creating a slightly luminous, hazy, green murk that weakens the
mental resistance of other creatures caught in it. Creatures in the
synaptic murk take a 10 penalty on Wisdom checks and Will saves.
(You and creatures that successfully save against the murk are not
affected and need not make further saves even if they remain in
the murk.) Affected creatures take the penalty as long as they
remain in the murk and for 2d6 rounds thereafter. The murk
remains centered on you and is unaffected by water currents. The
murk is thin and does not significantly hamper vision, though it
may make it difficult to discern certain colors.
SLIPSTREAM
Discipline: Psychoportation
Level: Aquanaut 1, psion/wilder 1, psychic warrior 1
Range: Personal or touch; see text
Target: You or one willing creature or one unattended
object (total weight up to 50 bu./level); see text
Saving Throw: None; Power Resistance: Yes (harmless,
object)
Power Points: 1
You, another willing creature, or an unattended
object is subject to a large reduction of the effects of
drag and water resistance for the duration of the power.
If you manifest slipstream on yourself or another
creature, the subjects swim speed increases by 15 feet
(This adjustment is treated as an enhancement bonus.)
When moving in the direction of the subjects buoyancy
(upwards for positive buoyancy, or downwards for
negative) this speed bonus is doubled.
If you manifest slipstream on an object, treat the
object as 3 size categories smaller (minimum Fine sized)
for the purposes of calculating drag (found in Chapter 1
of the CERULEAN SEAS CAMPAIGN SETTING).
Augment: For every additional power point you
spend, you can affect an additional target.
SPLASH
Display: Auditory and visual
Range: 20 ft.
Area: Cone-shaped spread
Saving Throw: Reflex negates; Power Resistance: No
Power Points: 1
WHIRLPOOL BLAST
Level: Kineticist 9
Display: Auditory and visual; see text
Manifesting Time: 1 round
Saving Throw: Reflex half; see text; Power Resistance: No
Power Points: 17
You induce the formation of a very peculiar, slender
whirlpool. Aside from appearance, this vortex follows a different
set of rules than those previously presented, as it does not create
any significant water currents. When you manifest this power, a
vortex of water visibly and audibly snakes out from your
outstretched hand. All creatures in the area of effect are picked up
and violently dashed about, taking 17d6 points of damage each
(Reflex save for half). After the battering, every creature is
deposited in a new space 1d4 x 10 feet away from their original
location, in a random direction. Walls and other barriers can
restrict this relocation; in this case, the creature ends up in the
nearest legal space to the barrier.
You may aim this power at a specific creature when you
manifest it: if you do, make a ranged touch attack against the
target. A successful hit deals 8d6 damage with no save possible, in
addition to the effects above (the target may still save for half of the
main damage).
this powers area damage (not the damage from
direct contact dealt to a specific creature) increases by
1d6 points. For each extra 2d6 points of damage, this
powers save DC increases by 1.
53
Aquatic Psionic Items

A few new psionic items for use with an
underwater adventure setting are detailed below.
Ioun Bubble
Ioun bubbles provide a psionic warning
system for specific dangers.
Physical Description: In its inert form, an
ioun bubble resembles a tiny crystal vial of
colored liquid. The stopper of the vial is
molecularly sealed, and cannot be removed
without destroying the fragile flask entirely. Once
activated, the bottle disintegrates, and a
colored air bubble of about 2 inches in
diameter emerges. The bubble then
spins around the head of the
manifester who activated it,
much like an ioun stone. A
typical inactivated ioun
bubble weighs
approximately one ounce, has
AC 7, 3 hit points, a
hardness of 8, and a break
DC of 16.
An activated ioun bubble
is very fragile but nigh
impossible to hit as it
supernaturally avoids being
touched, hit, or damaged in any
way. It has an AC of 37 and 1 hit
point, no hardness, and is immune to
energy and area of effect damage.
Activation: An ioun bubble is activated by
channeling up to 5 power points into it by using a
standard action and expending ones focus. Upon
doing so, the vial crumbles to dust and the bubble
emerges and immediately begins to spin around the
head of the person who activated it. It is at this
point that the bubble is set. The area of detection
is a sphere centered on the current owner of the
bubble with a radius equal to 15 feet the number
of power points spent to activate the bubble
(maximum of 75 feet). The radius cannot be altered
once the bubble is activated. The bubble will ignore
all possible subjects that were within the area of
detection at the time it was activated for the
remainder of their existence, even if those subjects
leave the detection radius and later return with the
specific trigger for that bubbles detection abilities
(regardless of the amount of time that passes
between each instance). The detection radius
moves with the owner of the bubble. The bubble
can be willed to another willing sentient
creature within the range of the bubbles
54
detection radius by expending psionic focus. If

willed to a non-psionic creature, the bubble can
never again be transferred. The bubble continues
to spin around its owners head (or body if a head
is unattainable) until its owner dies or its
detection trigger is spotted, at which time it pops
(and is destroyed). A single owner can have no
more than three active ioun bubbles at a time. If a
fourth bubble is activated or bestowed, it will
immediately wander off and bond to the nearest
qualifying sentient creature within its detection
radius. If none are available, the bubble is
destroyed.
When an ioun bubble detects its quarry, it
speeds off towards the target, and pops
when it is within one foot of it with
a loud pinging sound. Although
the bubble can detect through
barriers, it cannot move
through them. If it cannot
get within one foot of its
target by moving at a
speed of 250 feet in a
single round, it will get
as close as possible, and
then pop. Upon the ioun
bubbles destruction, it
releases a luminescent
colored dye into the
water. The color of the dye
signifies what the bubble had
detected. If the quarry satisfies
more than one detection property of
the bubble, all corresponding dyes are
released in a swirl of discernible colors. For the
purposes of determining what constitutes a
trigger, refer to detection powers of the same type
in the PSIONICS UNLEASHED core book.
Faint clairsentience; ML equal to 4 + the
number of conditions that the bubble can detect;
Craft Ioun bubble; Weight negligible (for both
inactive and activated). All ioun bubbles are
considered minor psionic items.
TABLE 4-4: IOUN BUBBLES

d%
01-10
11-20
21-30
31-40
41-50
51-75
76-90
91-97
98+
Detection Power
Hostile Intent
Invisibility
Psionics
Teleportation
Traps
Any 2
Any 3
Any 4
All 5
Color
red
blue
green
purple
yellow
varies
varies
varies
varies
Market Price
50 gp.
50 gp.
50 gp.
50 gp.
50 gp.
100 gp.
150 gp.
200 gp.
250 gp.
Mystic Starfish
Mystic starfish appear to be normal living
starfish, aside from the eerie eye in the center of
their body. While worn, these animate psionic
items can maintain concentration on their
owners psionic powers even when their owner
cannot.
Physical Description: The well-known visage
of a mystic starfish is that of a very organic
looking starfish, about 6 inches in diameter, of
many possible species, colors, and variations. In
addition, all mystic starfish feature a life-like eye
staring from its center. The life of the object,
however, is entirely artificial and maintained
through its connection with its owner. Once
separated, the mystic starfish returns to its
inactive form within a few hours that
of an ornate crystal star with a
precious gemstone center.
Despite its appearance, an
active and inactive mystic
starfish share the same
statistics: It weighs
approximately 1 lb., has AC
9, 12 hit points, a hardness
of 8, and a break DC of 14.
Activation: The intended
owner must merely hold or
have an inactive mystic
starfish on his person for a
period of at least 10 minutes
(which is long enough to
attune oneself to the starfish).
The starfish will then attempt to
attach itself to the skin of its owner. Only one mystic
starfish can attach at a time. The starfish capable of
maintaining the highest level power is the one that
remains (or a random starfish if they are equal in
level), while the other drops off and becomes
inactive.
Once a mystic starfish attaches, the starfishs eye
grants a +2 enhancement bonus to Perception skill
checks (which is the only benefit that it can confer to
a non-psionic owner). Thereafter, a psionic owner
can use the starfish to fulfill the concentration
requirement listed in the duration of certain powers.
In addition, as long as he maintains his focus, the
owner may use a swift action to command the
starfish to move to any location on his body.
In many ways, the starfish becomes an extension
of the consciousness of the manifester. The
manifester may will the starfish to maintain any
power that he is currently maintaining, provided it
is equal or less than or equal to the maximum level
that the starfish can maintain. Concentration checks
made by the starfish are made as if the manifester
was consciously making them, even if the
manifester himself has been rendered unconscious.
The starfish also automatically takes over powers

that the manifester is maintaining concentration on
if the concentration is suddenly broken (such as a
failed Concentration check, or the manifester being
rendered unconscious). The starfish is still subject to
any Concentration checks the manifester would be
(and in the case of taking over a power from a failed
check, the starfish must immediately make one of
the same DC). The starfish makes decisions about
powers it is maintaining exactly as the manifester
would. For example, if the manifester was using a
particular power to keep an enemy from attacking
an ally, the starfish will continue this effort as if it
were the manifester himself. The mystic starfish can
even fulfill the concentration requirement on more
than one power at a time, provided that the sum
of the levels of each power does not exceed its
maximum power level.
For example, a mystic
starfish capable of
maintaining a 5th level
psionic power, can instead
maintain a 3rd level power
and a 2nd level power at the
same time, or even five first level
powers simultaneously. The
starfish, however, cannot
manifest powers on its
own. If the manifester is
not concentrating on a
power of his own
though is able to do
so, he may make a
successful Concentration check (with a DC of 12
+ the level of the power) to regain active control of
any power that his mystic starfish is maintaining.
Faint to strong telepathy; ML equal to 7 + the
maximum level of power it can maintain; Craft
Mystic Starfish; Weight 1 lb.
TABLE 4-5: MYSTIC STARFISH
Minor
01-50
51-75
76-95
96-100
Medium
1-5
6-55
56-90
91-100
Major
1-40
41-75
76-95
96-100
Max.
Power
Level
1st
2nd
3rd
4th
5th
6th
7th
8th
9th
Market
Price
500 gp.
2,000 gp.
4,500 gp.
8,000 gp.
12,500 gp.
18,000 gp.
24,500 gp.
32,000 gp.
40,500 gp.
55
Pearls of Elemental Power

Other Psionic Items
Below are a few universal psionic items, two
psicrowns, and a psionic weapon.
PEARL, ELEMENTAL AIR
Aura faint psychokinesis, faint clairsentience;
ML 5th
Slot ; Price 750 gp.; Buoyancy 0 bu.
DESCRIPTION
This tiny pearly sphere speeds toward its target
when hurled by its owner. She can hurl the pearl at
any target within 100 feet that she can see and to
which she has line of effect. The target becomes the
center of a special energy burst (DC 14). The burst is
considered to be electricity and sonic energy types
simultaneously. The burst does not harm the
intended target. The use destroys the item.
CONSTRUCTION
Requirements Craft Wondrous Item, energy

burst, fate link; Cost 375 gp.
56
PEARL, ELEMENTAL EARTH

Aura moderate metacreativity, moderate
clairsentience; ML 11th
Slot ; Price 24,200 gp.; Buoyancy 0 bu.
DESCRIPTION
This tiny pearly sphere speeds toward its target when
hurled by its owner. She can hurl the pearl at any
target within 200 feet that she can see and has line of
effect. If the target fails a DC 18 Reflex saving throw,
the pearl seems to impact and then enter the flesh of
the target. The target becomes affected by the
crystalize power. The use destroys the item.
Special: If the owner of this pearl holds it in her
hand together with a Pearl of Elemental Air and a
Pearl of Elemental Water, the owner may manifest
bend reality as though she was a 14th level manifester.
All 3 pearls (which take the place of the specially
prepared crystal) are destroyed with this use.
CONSTRUCTION
Requirements Craft Wondrous Item, crystalize,

greater precognition; Cost 12,100 gp.
PEARL, ELEMENTAL WATER

Aura faint psychokinesis, faint clairsentience;
ML 7th
Slot ; Price 1,400 gp.; Buoyancy 0 bu.
CONSTRUCTION
Requirements Craft Staff, ectoplasmic creation,
entangling ectoplasm, ectoplasmic sheen; Cost 19,800 gp.
DESCRIPTION
This tiny pearly sphere speeds toward its target
when hurled by its owner. She can hurl the pearl at
any target within 150 feet that she can see and to
which she has line of effect. The target becomes the
center of an energy ball (DC 16, as per the power).
The power has both the steam (fire) and cold
energy type simultaneously. The use destroys the
item.
TALASHAKU TRIDENT
Aura strong psychokinesis; ML 13th
Slot none; Price 38,552 gp.; Buoyancy -20 bu.
CONSTRUCTION
Requirements Craft Wondrous Item, energy ball,

remote viewing; Cost 700 gp.
PSICROWN OF THE OVERMIND
Aura moderate telepathy; ML 14th
Slot head; Price 145,600 gp.; Buoyancy 0 bu.
DESCRIPTION
This psicrown has 140 power points. It is made from
golden auranite set with glowing emeralds.
It allows use of the following powers.
Brain lock
Compelling voice
Control body
Fate link
Mind control
Psychic drain
Recharge: Cost 14 pp, Gain 14 pp
Special: If worn by a melusine,
all non-overmind melusines take a
-4 to all Will saves vs. the wearers
psionic powers.
CONSTRUCTION
Requirements Craft Staff,
brain lock, compelling voice, control body, fate link,
mind control, psychic drain; Cost 72,800 gp.
PSICROWN OF THE FOOL
Aura moderate metacreativity; ML 11th
Slot head; Price 39,600 gp.; Buoyancy 0 bu.
DESCRIPTION
This psicrown has 60 power points. It is similar in
appearance to a violet jesters cap
made from hard leather with gold
stripes and designs. It allows
use of the following powers.
Ectoplasmic creation
Entangling ectoplasm
Ectoplasmic sheen
Recharge: Cost 11 pp,
Gain 6 pp
DESCRIPTION
This weapon is often crafted of
auranite and bejeweled with radiant
amethyst. On mental command,
this +1 psychokinetic trident
can envelop the wielder
in an inertial barrier.
The wielder may
use this ability up
to three
times per day.
Special: The Talashaku High
Guard are known to carry these
weapons for the defense of their city. They
are a great honor for a naga to wield, but an
equally great offense for a non-naga to touch.
CONSTRUCTION
Requirements Craft Magic Arms and Armor,

inertial barrier; Cost 19,432 gp.
Psionic Materials
Brill: This unusual and extremely rare material has
a few secrets that those uninitiated to psionic sciences
are typically unaware of. First, all brill radiates a
faint psychokinetic aura. Second, the material can be
tapped for power points, though doing so can
be very dangerous and it may even destroy
the stone. To tap into the power of a
brillstone, the own must place it in his
mouth and expend psionic focus as
a standard action. The owner then
gains 1d6 temporary power points.
On a roll of a 6, the owner gains
another 1d6 point points. On subsequent
rolls of 6, another d6 is rolled and that many power
points are gained until something other than a 6 is
rolled. Any time the owner gains more than 9 power
points from a brillstone, the stone is utterly destroyed.
If the stone is not destroyed, it cannot be tapped for
power points again until 24 hours has passed.
Immediately upon receiving power points,
regardless of the number of times a d6 was rolled, the
owner then takes energy damage equal to the total
number of temporary power points he has gained
(no save). The type of energy is determined by
the last roll of the d6: 1: cold, 2: steam, 3:
electricity, 4: sonic, 5: acid.
57
Chapter 5:
5:
The Hidden City of Talashaku
58
Cerulean Seas Psionics
The Cerulean Seas Setting

This chapter is dedicated to filling in some of
the gaps for this marvelous world under the waves.
Game Masters and players alike should view this
chapter as merely guidelines for an undersea
campaign world, and feel free to adapt, omit, or
elaborate on any details they see fit. The general
tone of the Cerulean Seas is one of mystery and
conspiracy. Truth has been diluted, history
drowned, and facts are fluid. In this twilight, watery
world, one can never be certain of anything.
The majority of the sentient races of the sea
have their own version of what transpired before,
during, and after the Great Flood. It is important to
note that the Flood was a catastrophic event
even for the denizens of the sea.
Millions of sea creatures suddenly
found themselves much deeper than
they could tolerate, and scrambled for
shallower reaches. All races, psionic
races included, were seriously
uprooted- most suffered serious loss
and casualties. All would agree that
the Cerulean Seas were birthed in
crimson waters.
In addition, the races that
make up the psionic lineup were
designed to be somewhat modular. Their
history and culture was purposefully
designed so that they can be introduced
at any time, or even not at all. They are
rare and secretive species, and their
existence could easily be shrouded in
mystery and superstition. Some, like
the amphians, are nomadic and travel
in and out of the known waters,
occasionally leaving for decades. The psionic races
of the Cerulean Seas Campaign Setting were
designed for both brand new campaigns and those
that are already well-established. Unlike the
campaign sourcebook, the famous members known
for each race are often purely historical, even
legendary, and have long ago passed into the great
hereafter. Many may even believe that the mythic
celebrity may have been the last member of his race.
The information of this chapter is by no means
complete. The Gamemaster should feel a great bit of
freedom to incorporate his own ideas and
inventions. In addition, the Cerulean Seas
Campaign Setting focuses on one small section of a

very large world. These psionic races could possibly
exist anywhere one would find psionic power, from
the remote frozen homeland of the selkies, to the
dark unexplored depths of the abyssal realm and
beyond. These new realms could even harbor new
psionic races or classes, yet to be discovered.
Racial Histories
The racial descriptions were purposefully
limited in regards to historical information on each
race. This was done to allow Gamemasters to tailor
each race to their own setting. However, if you are
using the Cerulean Seas campaign setting as it is,
the following information applies to each race.
Amphians
Those who know anything of the
amphians know them to be the great
tricksters of the sea. In the ages before the
Great Flood, they were mentioned in
stories and tales, not as heroes, but at best
lovable scoundrels. At the worst, they
were painted to be thieves and murderers.
The commonfolks mistrust and
misinterpretation of psionic power has
attributed the amphians to be possessed of
dark magic and the ability to bestow
terrible curses. At several periods in
history they were hunted, usually by
seafolk cities.
During the Bloody War, the amphians
vanished. According to
amphian tales, they
wandered off in search of
more peaceful realms, but
got terribly lost. They
wandered for decades, with
many tribes splitting off,
never to be heard from again.
Presumably they settled in other, far away
territories, though they may in fact be wandering
still. When the Flood came, the amphians barely
took notice; they attributed the rising water to a
normal feature of the unfamiliar and uninhabited
realm that they were passing through. The bulk of
the amphian caravans ended up back in the area of
the Cerulean Seas slightly less than a decade ago.
A few trickled in before then, and others
may still arrive.
59
FAMOUS MEMBER OF THIS RACE

Prince Londerak: The amphian cosmology is
largely based on oral tradition. Tribal elders
recounting malleable tales of gods and heroes by the
pulsing glow of the anemones tends to replace
dusty tomes and the scripted speeches of a pulpited
holyman. Among these heroes is the legendary
figure, Prince Londerak. While the tales vary from
tribe to tribe, many agree that in his youth,
Londerak was the young progenitor of the race who
made off with Poseidons treasure just to impress a
chieftains daughter. From this genesis story, the tall
tales grow larger and larger, culminating in a fable
where Londerak is granted the grandiose title the
Prince of Seas, and becomes immortal. The stories
largely exist to convey the cultural values of the
amphian race, including trusting in fate, not taking
life too seriously, bravery, imagination, ingenuity,
and eschewing unneeded authority. Amphian
childrens games often refer to Londerak, as do
several ballads. The amphians even craft fortune
telling cards that they refer to as journey tiles.
Each card represents a different tale in Londeraks
saga, and the deck is said to give special wisdom to
those that know how to read it.
Asrai, Thalassic
The thalassic asrai of today are essentially a new
race compared to what they were before the Great
Flood. The pre-Flood asrai were often mistaken for
strange water elementals, since their form was
either an amoeboid bubble or a translucent and
featureless fish. Most considered the thalassic asrai
of this time to be barely sentient, shy, and terribly
dangerous if cornered.
In truth, the thalassic asrai are the descendants
of the first fey to encounter this world. This was
long ago, during the time of formation, when
elemental forces were still churning together to
create a coherent material world. Parts of fey
trickled in through the fledgling fabric of reality,
and became intertwined with the native forces of
nature. While the fey world was formed from
arcane magic itself, the material realm was shaped
by the sheer power of will, which later became the
psionic sciences. The asrai were thus born of
magic, but wrought by will.
60
Since these primal times, the thalassic asrai

remained in the deepest seas, relatively isolated,
and endured eons without much evolutionary
change. Those few groups that did venture towards
shore eventually interbred with other water fey and
ended up evolving to live in the lakes and rivers.
They became the tiny asrai faeries that the
drylanders wrote about in their legends.
The Great Flood then washed many of these tiny
faeries out to sea, where they encountered their
larger, more-primitive brethren for the first time in
innumerable generations. Over a matter of only a
few decades, the two races merged into one and the
thalassic asrai were born anew. Unfortunately, the
Flood had washed away much of the numbers,
history, culture, and memory of the tiny river fey.
Regardless, the thalassic asrai were forever
changed in both form and attitude. Along with their
pleasant humanoid features, they became more
social with other cultures and people. The asrai
even took up active roles aiding and protecting
cities and villages of other races. The thalassic asrai,
while still a mysterious and reclusive species, were
no longer fabled sea monsters, and had become
honored members of the feykith community.
FAMOUS NPC OF THIS RACE
Jeeswa, the Hero of Telataria: Jeeswa, an asrai
psion of considerable power, has been credited with
single-handedly saving the trade city of Telataria
from a masterful surprise attack launched by a
powerful sea witch and her army of undead. Tales
tell that he was simply a visitor to the city, and
responded to the attack valiantly and without even
being asked to. Then, after the injured were treated
and repairs had begun, he left. At the time, no one
even knew his name. The mayor of the city
launched a search for this humble hero, as he was
due both reward and honor. Nearly a decade
passed before they tracked him down. Though he
refused any reward, he did allow an artist to sculpt
his form in ever-ice. Now, nearly thirty-five years
after the attack, the statue that stands in the center
of Telataria has become more famous than Jeeswa
himself. Jeeswa is rumored to still be wandering
from city to city in the Cerulean Seas, helping those
in his usual modest manner and moving on. Many
sages agree, however, that Jeeswa has likely retired
from saving cities years ago, and these unknown
asrai heroes are simply being identified as Jeeswa
because he is the only asrai that most people know of.
Melusines
The history of the melusines begins in the dark
depths of time during the peak of the nommo
empire. Ever expansive, the nommos sought
knowledge not just for the sake of sating their
curiosity, but to conquer new territory. During this
time (nearly two-thousand years ago) they had no
psionic allies, but several races that they would
consider enemies.
With this in mind, it is easy to see why the nommo
worked so hard to befriend the vemnu. When a highly
psionic yet peaceful race popped in from an alternate
dimension, many saw this as a personal blessing from
their goddess. They immediately began to learn from
their new allies, knowing that the portal to their world
would close in less than a year, and not reopen for
another millennia.
Unfortunately, though many tried, mastery of
psionic power could not be developed in such a short
time. With the window of opportunity closing and
the vemnu preparing to return to their reality, the
nommo quickly drafted a treaty.
The idea behind the treaty was devious. The two
races would exchange scholars; the nommo would
then absorb the knowledge from the vemnu party,
master it, and in the coming millennium welcome
back the descendants of their own people. They
could then quickly integrate the data that only
centuries of immersion could acquire. The nommos
one hundred scholars were made up of a diverse
crowd of wizards, sages, priests, and warriors. They
had very little time to prepare for the journey that
only their distant descendants would return from. In
what seemed like an instant, one hundred of the
finest nommo specimens left their world, and one
hundred alien vemnus took their place.
Despite its ingenuity, the plan failed on many
levels. First, the nommo were not very psionically
inclined. Few had the skill to master psionic talent,
and those that did were frightfully slow learners.
Then the plague struck. It only affected the vemnu,
and not even divine healing could intervene. After
only eight years since the portal to their homeworld
closed, the vemnu emissaries began to petrify and
crumble away to silt. One hundred vemnu died, and
the nommo barely learned how to master second
level powers.
In the Cerulean Seas of today, little is known of the
vemnu or what happened to the original nommo
scholars. The melusines oral tradition teaches that the
vemnu were peaceful, their homeworld pleasant, and
that while the original team never really mastered
psionic power, their children and their childrens
children became increasingly talented at it.
According to melusine lore, the change from
nommo to melusine, though rapid by evolutionary
standards, was still so gradual that the melusine did
not know that their race had changed that much at

all. Most speculated that there were some minor
physical adaptations, but none imagined that they
had become an unrecognizable species.
The vemnu-nommo flourished in their new alien
world, and by the time the rift to their homeworld
opened, they numbered in the tens of thousands. By
then, their homeworld became something of a
legend, and only a few thousand desired to return.
The nommo however, with their patient logic and
strategies that lasted eons, eagerly awaited an army
of highly-trained psionic soldiers that would help
lead them to victory against foes such as the aboleth
and the sahuagin. They had even prepared special
urns to return to the vemnu, in an attempt to offer
condolence and secure future peace. Unfortunately,
none of this went according to plan.
While the two distant relatives still spoke the
same root-language, the melusine dialect had shifted
quite a bit. The nommo welcomers, thinking that
they were encountering the vemnu, mistakenly
offered their own descendants the urns. The
melusine, thoroughly perplexed, did not recognize
the nommo either, and assumed that they were being
offered all that remained of the nommo on their own
homeworld. When the vemnu learned of the plague,
they became terrified and insisted that the portal be
sealed at once.
When the confusion settled, the nommo and the
vemnu both decided it was best to destroy the rift
forever. The nommo welcomed any melusine who
wished to stay, and convinced them that they would
be accepted back into their society. No sooner had
the rift been sealed, however, when the nommo
rounded up the remaining melusine into prison
camps, stripped them of their possessions, and began
torturing them for information. They were
considered perversions of the nommos perfect
form and viewed with great suspicion. The nommo
had no place in their paradigm for a species that was
as old and powerful as they were, but were
decidedly not nommo. Luckily, many hundreds of
melusine escaped and hid in unexplored depths.
The melusine were seen only occasionally for
centuries afterwards, disappearing completely
during times of hardship and strife, as they did
during the Bloody War and the beginning of the
Great Flood. By this time, nearly three centuries later,
the nommo had erased the vemnu and the origin of
the melusine from their history books.
If it were not for the Flood, the melusine would
have remained unknown. This was the time,
however, to end personal grudges and make peace in
order to secure survival. With even the pisceans and
the ix given the room to turn over a new leaf, the
nommo and the melusine had little choice but
to put aside their differences.
61

Fiwanar Webitari: While the melusines do not
construct cities, they are by no means without
structure, culture, or a place they call home. It was
Fiwanar, a melusine overmind, which helped secure
these things for her race. She led her people into a
war unknown to any other race in the seas; a secret
war against a particular tribe of aboleth. By the time
the aboleth realized who or what they were
fighting, it was too late. The melusines usurped
their clandestine subterranean labyrinth that
permeated hundreds of miles of abyssal plains. Her
brilliant planning and strategy gave the melusines
the ability to drop out of sight for long periods of
time and provided a base to secure future
generations of their kind.
Though this happened centuries ago, Fiwanar is
still very much alive and revered. Though the
melusines are ruled by a council, most melusines,
overmind and free-mind alike, regard this ancient
general as their queen.
Merkoths
What can be said of a race whose individuals
cannot interact with each other? Theirs is the culture
of the entire Cerulean Seas. Few races can say that
they have not raised at least one merkoth child.
Perhaps this is the reason sages are fascinated with
this race. Where did they come from? Why have
they not gone extinct? Will they ever form their own
society? These are just a few of the mysteries that
the scholars wish to solve.
One such researcher was a merfolk by the name
of Polotine. Polotine found an orphaned merkoth on
his own doorstep and raised him as a son. He
became obsessed with the race, and wrote volumes
of speculation and theories. In all his research he
found some very intriguing clues.
By studying minute physical differences in all
known living specimens, Polotine was able to chart
what he believed was an estimation of hereditary
lineage. By applying other data such as mating
habits, foster parent selection, and species selfavoidance, Polotine came up with an approximate
location for the origin of the species. The location
lies slightly outside of what was known as the Bay
of Cerule before the Flood. Polotine traveled there at
once, accompanied by his adopted son.
62
Far out in the open sea he found a vast plateau

which, before the Flood, would have been at the
optimal depth for the merkoth species. Though he
found no evidence that the merkoth ever dwelled in
this area, he did discover a peculiar species of
octopus, both similar in coloration to the merkoth
and in the strange tendency to avoid others of its
kind. His son even noted a slight and unexplainable
repulsion towards these animals. While intriguing,
these discoveries currently yield more questions
than answers.
FAMOUS MEMBERS OF THIS RACE
Lavarol and Grislor: Many speculate that
Lavarol and Grislor were identical twin sisters. By
all accounts, they were indistinguishable, down to
every stray stripe and freckle. Sages point to this a
testament to the merkoths apathetic attitude
towards genetic family. If Lavarol and Grislor were
really twins, then their mother's actions caused
them to be sworn enemies.
Their rivalry came to a head during the peak of
the Bloody War. Lavarol had become a self-trained
psychic warrior and had enlisted in the seafolk
army. She was raised by simple cindarian coral
farmers. After her adopted parents were slain by
sahuagin raiders, she vowed to end the war by any
means necessary.
Grislor, however, was sold as an infant to a
sahuagin slave-trader, presumably by her own
mother. The merkoth who sold her assured the buyer
that she would grow up to be a powerful psion, like
herself, and become an indispensable weapon for the
sahuagin army. She was right. In a little over twenty
years, Grislor fought her way from the status of slave
to honorary sahuagin general.
When the twins first met in battle, their identical
visages and species' aversion led each to
accidentally end up with the forces of the wrong
side. The merfolk rescued what they thought was a
captured and disoriented Lavarol, and the sahuagin
imprisoned what they believed to be a Grislor who
was defecting to this side of their enemies. Each
escaped and plotted to destroy the other. Several
bloody battles finally culminated in each fighting
the other one on one, though in a weakened state
due to proximity. It is said that when Lavarol
gained the upper hand, Grislor unleashed a
powerful blast that destroyed them both, and much
of the other soldiers of both sides on the battlefield.
Nagas, Benthic
The history of the benthic naga begins with their
progenitor, Talashakar. By all accounts, he was a
full-blooded sea naga of an ancient and dying
species. Many believed Talashakar to be the last of
his kind. In pre-Flood times, he lived among an
island nation of humans known as Kholaes, and
taught them the science of psionics. He lived for
centuries, nurturing his kingdom and enabling
them to become very powerful. The Kholaesian
humans were said to have built a remarkable city of
crystal rock and formed a vast naval fleet to protect
it. The Great Cloud City saw them as a threat to
peace, and its golden army eventually appeared in
the sky. The Kholaesians were decimated.
Talashakar was rumored to have been slain- though
many believe that all was not as it seemed.
It was barely two days later that the Great Cloud
City suddenly toppled from the sky. The nommo
that discovered it found it to be uninhabited. There
were no remnants of a drowned army, or even signs
of a struggle. Legend says that the only clue to the
event that would eventually lead to the Great Flood
was that the only banner found in the sunken city to
be still on its mast was a single Kholaesian flag.
This rest of the story is difficult to substantiate,
but the consensus is that Talashakar lived at least a
few more centuries after the Flood, and may even
still be alive in the heart of the new crystal city
named in his honor. Some speculate that the
Kholaesians also live on, fortified with the blood of
their naga king and thus transformed into what the
ocean-dwellers now know to be the benthic naga.
Others see the benthic naga as an entirely new
species, crafted by the aging naga in an effort to
carry on his legacy. They note that he is likely the
last pure-blood of his kind, undoubtedly lonely and
without natural means to have children. There is
also no record of the benthic naga before the Great
Flood.
A few sages disagree, and believe that the entire
legend of Talashakar to be an elaborate red herring.
They point out that many well-known races in the
Cerulean Seas have no local historical record, as
they came from far-off lands that did not normally
interact in pre-Flood times. The nommo have no
written record of ever finding a banner that did not
belong to the Cloud City kingdom, and the ruins of
the Kholaesian kingdom have never been found.

Other naga species deny the existence of any extinct
naga race, or of a naga that ever went by the name
of Talashakar. If this is true, then the origin of the
benthic naga is even more of a mystery than most
have fathomed. The benthic naga decline to
comment either way.
The Emperor of the Benthic Nagas: The great
leader of the naga race is most famous for being
completely unknown. Instead, he is the subject of
many rumors and speculations. The majority think
that he is Talashakar, the full-blooded naga creator
of the benthic nagas. If so, he is old far beyond his
natural years, likely kept alive with powerful
psionics. Others believe their leader to be a
powerful snake demon, slowly plotting the
downfall of all non-serpent people. Other rumors
say that there is no leader, and the benthic nagas are
truly just a small tribe of clever survivors who
invented a rich history, a secret city, and a
mysterious leader so that they may seem more
powerful and important than they really are.
Zef
The history of the zef race is rooted in ages that
most other races would call early prehistoric times.
When the first creatures were venturing out on
land, the story of the zefs had already begun. In
those days, they were known as the zas. Each time
they adopted a new host form, they took on a new
name to describe themselves.
The zas began as clever parasites on a
particularly large species of ammonite (a nautiluslike mollusk with a long spiral shell). In the
ammonite forms, they built great cities. In the
course of a million years, they had a thriving
undersea civilization. They ruled the world for ages,
until a terrible and mysterious force from beyond
threatened their existence. The peaceful world that
the zas created ended in a cataclysmic apocalypse of
steam, ice, and lightning. The ammonites were
wiped from the realm. The zas, however, adopted a
new host and survived.
For the next several eons they would exist as the
zils, and assume the bodies of colossal deep sea
squids. At oppressive depth and darkness, they
could continue their civilization unmolested.
63
For millions of years they persevered through

countless rises and falls of their civilization, which
was accompanied with ages of great discovery and
dark times when much knowledge was lost. At the
dawn of the age of man, the zils had declined into a
race of nearly solitary individuals, teetering on the
edge of extinction.
Perhaps this would have been the end for the
race that would become the zef, if it were not for the
Great Flood. The news of the flood ripped through
the zil collective consciousness like electricity. It
energized them, brought them together, and began
a revolution. All agreed that the Great Flood
heralded the return of the golden age of their
ancient species. Unfortunately, not all agreed on
how to proceed.
All agreed that new hosts were necessary. In
their search, however, two potential species arose as
the best candidates: the snells and the nullids. The
snells were only semi-intelligent, devolving, and
prone to thievery. Their small size made them less
threatening and more likely to be peacefully
accepted by the younger races. The nullids,
however, were huge, vile, and very intelligent. The
nullid body conferred massive psionic potential and
made an excellent candidate for the route of forced
subjugation of the younger species. Additionally, in
order for a zil parasite to successfully bond with a
nullid, the implantation had to be done directly into
skull of the host. This caused extreme pain to
recipient until its brain was slowly absorbed by the
parasite. The snell could be implanted using more
traditional means, at the base of the tail, causing
relatively no pain to the host as its brain slowly and
humanely atrophies.
The zils were divided to the point of war. At
some point, the new hosts were put into service, in
order to gain military advantage. Thus, the zefs and
the zohs were born. The collective unconscious of
the parasite species became uncomfortably divided
for the first time ever. The strange empty feeling of
the other group being out there but disconnected
further fueled hatred towards the opposing faction.
The powerful zohs nearly annihilated the zefs,
until the nullids started their own campaign against
the zohs. Hammered on two fronts, the tides of
war shifted and the zohs were forced into
hiding. The zefs, while vigilant, have not
64
seen the zohs for over a century but can still sense
their presence.
The zefs carried out their plan to slowly
introduce themselves to the younger races, make
willing allies, and eventually rebuild their empire to
the glory of the days of zas. They also prepare
themselves for a zoh invasion.
Meanwhile, the zohs have eradicated the free
nullid race, leaving a species that is psionically
lobotomized at birth. With the nullids reduced to
the intellect of a sea cucumber, the zohs plot in the
darkness against the zefs, waiting for the perfect
moment to strike, and to eradicate what they
consider to be the rebellious collective.
Grandma Allundar: Allundar is an elderly zef,
and her body has already entered the rapid decline
common to the species at her age. Nonetheless, she
is revered as the wisest sage among the already
reputably insightful species. Those that know of her
will often seek her out as if she were an oracle.
While Allundar is an accomplished scholar and
seer, she does not give advice to all. Some are
turned away with the simple phrase It is not for
you to know at this time. She is slow moving, even
for a zef, and if someone has the patience to speak
with her (a process that can take days or even
weeks) she will often be more forthcoming with her
information. She is almost always accompanied by a
dozen other zefs that clamor for her insight.
Other Races of the Sea

Chapter 6 details the statistics of a few other
noteworthy psionic races of the realm. Each race has
significantly contributed to the overall history of the
area, even though their populations are even
smaller than those of the psionic PC races.
Apsar/Apsara
The apsar are perhaps the only benevolent
creatures that still recall the origin of the
controversial material known as brill or brillstone. It
began long before the Bloody War, when the
sahuagin raided a well-protected sea elven outpost
and procured several strange, magically sealed
urns. Divination magic unveiled the history of the
vemnu scholars and the plague that wiped them out
The diabolical sahuagin could recognize the truth in
what transpired. The plague was the result of

targeted germ warfare an agent of genocide. They
immediately began research on how to turn it into a
weapon for their side. Though they found that the
disease was the result of a psionic parasite, they had
no idea how to make it target a certain species.
For that, the sahuagin needed to find the original
craftsmen of the disease. The sahuagin
scoured the planes for them. After several
centuries, the engineers were finally
found: the brillax. The brillax resided
in the Quasi-elemental Plane of
Mineral and were notoriously evil.
They were ancient enemies of the
vemnu, and believed that the race
had been wiped out thousands of
years ago. They had no idea that the
vemnu had slipped through a
temporary rift and escaped the
engineered plague to an alternate
dimension. The brillax agreed to help, so long as
the sahuagin helped them track down and eliminate
the descendants of the vemnu survivors. A deal was
struck.
The information gleaned from the urns was
specific to the vemnu, and the sahuagin mistakenly
believed that it was the sea elves that had last seen
them, as they were the ones protecting the urns.
Exactly how the urns came under the protection of
the sea elves is not known. It was an unfortunate
circumstance, as the brillax used their unique brand
of metacreativity to engineer the brill plague.
Millions of elves perished as their bodies
dehydrated, compressed, and transformed into
glowing crystal. The sahuagin named the new
mineral brill in honor of the brillax. The plague
spread to the drylander elves, and eventually the
dark elves. It wiped out more than half of their
population of all species of elves.
Luckily, the apsar were notified before the elves
were completely wiped out, and they traveled in
huge numbers from the astral plane to apprehend
the brillax for their terrible crimes and to eliminate
the psionic parasite responsible for the plague. The
apsar (specifically the avenging variety) were a
common sight in the pre-War era seas for several
decades, during which the majority of the apsara
bloodlines began. The plague had ended, but the
results culminated in the Bloody War and the rest,
as they say, is history.
Medusians
One might expect a rather bland and
unobtrusive history for a psionic jellyfish, even if it
is a trueform. However, this is only the historical
demeanor of the medusians. They are often key
background players, quietly manipulating other
races into affecting balance in the seas. While they
shun notoriety, many sages have been able to
connect them to several key events in
history.
The medusians have been tied to such
important events as notifying the apsar of
the brillaxs presence, introducing the
melusine to the aboleth whose labyrinth
they now control, and leading the zils
to discover the snell. In essence,
they effect change simply
through carefully mixing two
groups together, usually to
the detriment of a harmful
group and the benefit of a
benevolent one.
Slurgs
The zefs have known of the
slurgs since the times of the zils. The
race appeared out of nowhere, and
began to stalk the zils. They were usually observed,
but occasional the zils were captured and dissected.
While unable to determine their motive, the zils
made an uneasy peace with the slurgs, allowing
them to observe but not intervene in zil matters. The
zils assumed that the slurgs would eventually get
bored and go on to other things. They did not.
The slurgs presence in the Cerulean Seas is very
likely because they followed the zefs into these
waters. Even the zohs remain plagued by these
strange and silent stalkers. As per the agreement
made eons ago, they only observe zef or zoh
matters, and refuse any other form of interaction.
The zefs know one more disturbing element of
the slurg mystery: they seem to be everywhere.
Whether the slurgs anticipate where the zefs might
end up, or they truly have a massive and well
distributed population remains unclear. The zefs
have gotten used to their presence and believe that
so long as the slurgs continue to lurk in the shadows
as they have for countless generations, no great
harm can come from their existence.
65
Chapter 6:
6:
Diabolic Depths
66
Psionic Sea Bestiary
Introduction to Psionic Sea Monsters

This chapter explores some of the most
notorious psionic denizens of the sea. Even in
campaigns where psionic power is considerably
rare, the creatures in this tome can serve to surprise,
entertain, and even torment the most stalwart of
adventurers.
Creature Glyphs
Much like in the PATHFINDER ROLEPLAYING
GAME BESTIARY, the Cerulean Seas Bestiaries
and other Alluria Publishing products use
easy to recognize symbols in the headings
for each monster. These Creature Glyphs
can tell you the basic creature type (circle),
most frequented terrain (diamond), and
climate of origin (hexagon) at a glance for
easy reference and campaign design. The
statistics that follow these symbols go into
more depth as to creature subtypes and
additional terrain ranges.
Creature
Type
Vermin
Undead
Plant
Outsider
Ooze
Monstrous
Humanoid
Magical
Beast
Humanoid
Fey
Dragon
Construct
Animal
Aberration
Terrain
Urban
Underground
Twilight
Zone
Thermal Vent
Extraplanar
Swamp or
Marsh
Ship Wreck
or Ruins
Cold
Shoreline or
Coastal
Open Water
Ice Flow
Kelp Forest
Deep Sea
Coral Reef
Climate
Tropical
Temperate
67
Apsar,
psar, Avenging
This gold-scaled merfolk is well-armed and clad in striking coral
armor. An aura of justice and good permeates his presence.
AVENGING APSAR
CR 14
XP 38,400
LG Medium outsider (aquatic, extraplanar, good, lawful,
merfolk, psionic)
Init +8; Senses darkvision 60 ft., low-light vision; Perception +26
Racial Buoyancy -0; Depth Tolerance: immune to pressure
DEFENSE
AC 26, touch 11, flat-footed 25 (+1 Dex, +8 armor, +7 natural;
+4 deflection vs. evil)
hp 172 (15d10+90)
Fort +16, Ref +13, Will +11; +4 vs. poison, +4 resistance vs.
evil
Defensive Abilities uncanny dodge; DR 10/evil; Immune
acid, cold, petrification; Resist electricity 10, steam 10; PR 25
OFFENSE
Speed swim 100 ft.
Melee +2 shock trident +26/+21/+16 (1d8+14/2 plus 1d6
electricity damage) or slam +23 (1d8+12)
Psi-Like Abilities (ML 13th)
At Will adapt body, aura sight, catapsi (DC 21), cleanse
body, cloud mind (DC 22), converse, correspond,
cosmic awareness, detect hostile intent, detect psionics,
energy wave (electricity, DC 23), metamorphosis, planar
travel, power leech (DC 20), ubiquitous vision
7/daydispel psionics (DC 21), pierce the veils
1/daydisintegrate (DC 22), sustained flight
STATISTICS
Str 26, Dex 19, Con 21, Int 18, Wis 18, Cha 23
Base Atk +15; CMB +23; CMD 37
Feats Alertness, Cleave, Great
Fortitude, Improved Initiative,
Iron Will, Power Attack,
Toughness, Weapon Focus
(trident)
Skills Acrobatics +14, Craft (any
one) +22, Diplomacy +24,
Disguise +28, Intimidate +24,
Knowledge (planes) +22,
Knowledge (psionics) +19,
Perception +26, Sense Motive
+26, Stealth +14
Languages Aquan, Celestial,
Draconic, Infernal
ECOLOGY
Environment any good-aligned
plane
Organization solitary, pair, or
squad (36)
Treasure double (+2 shock trident),
masterwork coral armor
SPECIAL ABILITIES
Uncanny Dodge (Ex) This ability
functions identically to the
rogue ability. If an apsar gains
uncanny dodge from a class
level, he instead gains
improved uncanny dodge.
68
Apsar are powerful good aligned merfolk-like entities

who dwell in the astral sea. Few ever visit the material
plane, except for the avenging apsar. This extra-planar
policeman has the specialized task of tracking down
psionic criminals who flee to aquatic realms. Most
avenging apsars are either in pursuit of a specific felon, or
patrolling an area in hopes of locating one. Many will use
their metamorphosis ability to go undercover; often posing
as a common seafolk in order to get close to their mark
unnoticed.
Once the suspect is located, the avenging apsar will
invariably ask for his unconditional surrender. The wise
few who do are wrapped in a masterwork net, drained of
their power points, and transported to the astral realm
where they are either incarcerated or humanely executed,
depending on the severity of their crimes. Those villains
that resist are shown no mercy and face the avenging
apsars extensive arsenal. Even if the evil-doer manages to
prevail or escape, he will find that other avenging apsars
have been notified of his presence and location via the
correspond ability. If the criminal does manage to slay an
avenging apsar, he will undoubtedly face a squad of them
in the near future.
Apsar are friendly with all good-aligned aquatic races,
and will often work with them to facilitate the capture or
elimination of whomever they are searching for.
Although there are many different types of apsar, most
people in the Cerulean Seas consider the avenging apsar
to be the only true-blooded apsar race, often falsely
assuming that other apsar variations are seafolk with
apsar heritage, also known apsara.
Apsara
APSARA CHARACTERS
An exotic gold-scaled merfolk dances before you. Her

supernatural grace reveals unearthly heritage.
APSARA
CR 3
XP 800
Female apsara psion 4 (telepath)
NG Medium outsider (aquatic, merfolk, psionic, native)
Init +2; Senses darkvision 60 ft.; Perception +0
DEFENSE
AC 14, touch 14, flat-footed 10 (+2 Dex, +2 dodge)
hp 18(4d6+4)
Fort +1, Ref +3, Will +4
Resist acid 5, cold 5, electricity 5
OFFENSE
Speed swim 50 ft.
Melee crystal dagger +3 (1d4/19-20)
Psi-Like Abilities (ML 1st)
1/dayMinor metamorphosis
Powers Known (ML 4th, 21PP, concentration +6)
2ndInflict pain (DC 14), compelling voice (DC 14)
1st Disable (DC 13), empathy, mind thrust (DC 13),
empathic connection, telempathic projection (DC 13)
0thConceal thoughts, telepathic lash (DC 12)
STATISTICS
Feats Dodge, Psionic Dodge, Psionic Body, Persuasive
Skills Autohypnosis +7, Bluff +3, Diplomacy +10,
Intimidate +5, Sense Motive +7, Spellcraft +9
Languages Aquan, Celestial, Draconic
SQ Detect psionics, discipline (telepathy), mental
intrusion
ECOLOGY
Environment any sea
Organization solitary, pair, or team (36)
Treasure NPC gear (crystal dagger)
Apsaras are defined by their class levels they do

not possess racial Hit Dice. All apsara have the
following traits.
+2 Charisma, +2 Dexterity: Apsaras are charming
and graceful.
Merfolk: Apsaras have the merfolk subtype.
Fast Swim Speed: Apsaras have a base swim speed
of 50 feet.
Darkvision: Apsaras can see in the dark up to 60
feet.
Psi-Like Ability: Apsaras can use minor
metamorphosis once per day as a psi-like
ability (manifester level equals the apsaras class
level).
Celestial Resistance: Apsaras have acid resistance
5, cold resistance 5, and electricity resistance 5.
Languages: Apsaras begin play speaking Common
and Celestial. Apsaras with high Intelligence
scores can choose any language that is also
available to seafolk.
Apsaras are the descendants of apsar (usually

avenging apsars) and seafolk. They retain much of
the visage of their extraplanar parent, including
golden scales, dark hair, and lack of a nose. However,
they also lack the pelvic fins and yellow stripes that
are characteristic of full-blooded apsar. While not
always lawful or good, they do have an innate
tendency towards these alignments. Natural psionic
talent also encourages them to take up psionic
classes. Apsara heritage can actually hide for
generations, with a child suddenly unveiling a crossdimensional love affair in ages past. The majority of
apsaras seem to be female, though males are not
unheard of. Most look upon the birth of an apsara as
a good omen, especially if it is a male child. A young
apsara male is often referred to as a golden child,
and will likely have great expectations laid upon
him.
69
Architeuthian, Shaper
This squid-like creature hovers in the water, gazing at you with lidless,
intelligent eyes. A pair of long tentacles sit cocked at its shoulder, and
eight smaller tentacles twitch and weave in the current. One pair ends
in rubbery, human-like hands. Colors and patterns flash across its skin
in dizzying displays. Ectoplasm gathers in its outstretched hand.
SHAPER ARCHITEUTHIAN
CR 4
XP 1,200
N Medium Monstrous Humanoid (aquatic, psionic)
Init +4; Senses low-light vision, scent; Perception +9
Racial Buoyancy -50; Depth Tolerance: 3000 feet
DEFENSE
AC 19; touch 14, flat-footed 15 (+4 Dex, +5 natural)
hp 41 (5d10+14)
Defensive Abilities blending, ink cloud
OFFENSE
Speed swim 40 ft., jet 200 ft.
Melee 2 tentacles +8 (1d4+3), and 6 arms +6 (1d4+1 plus
grab), and bite +8 (1d4+3), or spear +8 (1d8+3/x3), and
2 tentacles +6 (1d4+1), and 6 arms +6 (1d4+1 plus grab)
Space 5 ft.; Reach 5 ft., 15 ft reach with tentacles
Special Attacks constrict (2d4+6)
Psi-Like Abilities (ML 5, Concentration +8)
5/day-ectoplasmic creation, reconstrucion (4d8
hp)
3/day-astral construct (lv 3), ectoplasmic cocoon
(DC 16, up to Large creature)
1/day-major ectoplasmic creation
STATISTICS
Base Atk +5; CMB +8; CMD 22 (can't be
tripped)
Feats Boost Construct, Multiattack, Psionic
Body
Skills Autohypnosis +9, Bluff +9 ,
Intimidation +9, Knowledge (psionics)
+10, Perception +9, Stealth +11
Languages Aquan, Architeuthian, Common
(cannot speak)
SQ tenacious grapple
ECOLOGY
Environment any saltwater
Organization solitary, pair, school (1-2
plus 8-12 architeuthians (see
CREEPY CREATURES BESTIARY)
Treasure standard
SPECIAL ABILITIES
Blending (Ex): Architeuthian's amazing
control over the color and texture of
their skin grants them a +20 racial
bonus to Stealth checks. When the squid
centaur is moving, the bonus drops to
+10.
Ink Cloud (Ex): Once every day, a shaper
architeuthian may release a 20' x 20' cloud
of ink mixed with ectoplasm. This cloud
grants total concealment to anything within
it, and is mildly irritating to other aquatic
creatures, granting a -1 to hit and AC while
they are within the cloud, and for 1d4
rounds afterward. The shaper may
control the size and shape of the
cloud, compressing it to appear
70
as a shadowy image of a Medium or Large creature,

or forming it into a rough geometric shape. A DC 15
Perception check will show the image to be false;
alternatively the shaper may make a Bluff check when
forming the cloud, and use the result as the DC value. The
architeuthian may alter the form of its ink cloud as a move
action. The cloud lasts 12 rounds in still water, or 6 rounds
strong currents.
Jet (Ex): By compressing water through its funnel, a
architeuthian may move up to five times its swim
speed backwards as a move action. It must move in
a straight line, but does not provoke attacks of
opportunity while jetting.
Tenacious Grapple (Ex): Architeuthians do not gain
the grappled condition if it grapples a foe with its
arms or tentacles.
Shaper architeuthians are philosophers and mystics of their

race, supplying them with the tools they need to survive their
sometimes harsh travels. While they rarely lead a tribe, they are
viewed as valuable members, to be protected at all costs. Killing a
shaper is a sure way to incite the wrath of the entire tribe.
Shaper architeuthians are smaller than others of their kind,
averaging 5 feet long and weigh 250 pounds. Nearly three
quarters of shapers are female. Only one out of every thousand
eggs has a chance to become a shaper. As they age, shaper
architeuthians gain power and abilities far beyond the typical
specimen documented here.
Architeuthians "speak" a language made up of color and
pattern changes, combined with postures. They often learn to
understand common languages in their home range, but lack any
means to vocalize themselves.
Shapers avoid direct combat, using their astral constructs as
bodyguards if needed. They would prefer to equip others when
conflict arises instead of participating directly.
Coral, Brain
Coral, Calcified Skeleton
This man-sized spheroid-shaped coral has a grooved surface

which resembles a brain. It glows with unnatural luminescence.
Humanoid only in shape, this creature seems encased in a

jagged, bone-white exoskeleton.
BRAIN CORAL
CR 7
XP 1,200
N Medium plant
Init +7; Senses low-light vision; Perception +0
Aura Calcifying (DC 20, 30 ft.)
DEFENSE
AC 14, touch 5, flat-footed 14 (+9 natural, -5 Dex)
hp 85 (9d8+45)
Fort +12, Ref -2, Will +6
DR 10/bludgeoning; PR 10
OFFENSE
Speed no movement
Melee no attacks
Psi-like Abilities (ML 10th)
At will cloud mind (DC 15), control body (DC 17)
STATISTICS
Str 10, Dex 0, Con 20, Int -, Wis 10, Cha 16
Base Atk +7; CMB +7, CMD 12
ECOLOGY
Environment temperate seas
Organization solitary with calcified skeleton
Treasure standard
SPECIAL ABILITIES
Calcifying Aura (Su) Brain corals constantly emit a low grade
telekinetic pull that focuses directly on cartilage, bone and
calcium deposits. Any creature within the aura that fails a DC
20 Fortitude saving throw is subjected to a torturous process
that slowly pulls their bone out from their bodies (or calcium
desposites / cartilage if a particular creature is boneless). Each
round subsequent round the target is allowed another saving
throw; failure results in the following consequences.
1st Failed Save: slowed
2nd Failed Save: staggered, 3d6 damage
3rd Failed Save: paralyzed, 4d6 damage
4th Failed Save: death,
turned into a calcified skeleton
One successful save immediately
removes any of the ongoing
consequences.
Though they cannot move

or speak, brain corals are deeply
feared hazards to ocean life.
The very alien nature of
these beautifully patterned
corals upsets most civilized
races- no other plant
beneath the sea so
nonchalantly decimates
its prey in such a
gruesome manner.
Brain coral fight only
out of self-defense or hunger.
They use their psionic
abilities to hide themselves
from view and freeze opponents
into place. Once a foe has lost
track of a brain coral and felt its
legs lock in place, it does not take
long for the corals deadly aura to
end its victims life.
CALCIFIED SKELETON (TEMPLATE)

Calcified Skeleton is an acquired template that can be applied to
any creature killed by a brain corals aura. The base creature
retains all of its statistics and abilities except as noted here.
CR: As base creature +1
Alignment: Always neutral.
Type: The creatures type changes to undead. Do not recalculate
BAB, saves, or skill points until directed.
Armor Class: Natural Armor improves by +2
Hit Dice: A calcified skeleton loses any HD to related to class
levels. All racial HD change to d8s. A calcified skeleton uses
its Cha modifier to determine bonus hit points in place of a
Con modifier.
Defensive Abilities: A calcified skeleton loses any existing
defensive abilities and gains DR 5/bludgeoning and PR 10.
Attacks: A calcified skeleton retains all of the natural attacks of
the base creature. A creature gains a claw attack per hand it
has. A calcified skeleton can strike with all of its claws at its
full-attack bonus. Damage dealt from natural attacks is
determined by size.
Special Attacks: Due to the jagged bone encasing its body, each
successful strike a calcified skeleton delivers also deals 1 point
of bleed damage.
Abilities: A calcified skeleton receives a +2 Str, but suffers a -4
penalty to Dex. Additionally, it has no Constitution or
Intelligence score. Wisdom and Charisma become 10.
BAB: A calcified skeletons BAB is of its HD.
Skills/Feats: The calcified skeleton has neither.
Special Qualities: A calcified skeleton loses
access to any spells, spell-like abilities or
supernatural abilities it once had. It only
retains purely physical special qualities
often relating to defense or melee
attacks.
Calcified skeletons are
the remains of a brain corals
deadly aura. Bone is pulled
out through a creatures
body until it is encased in
prison of its own structure.
The brain coral gains
sustenance from the calcium
deposits that escape during
this time, but they also gain
a loyal, mindless follower.
71
The target takes 1d4 points of Intelligence damage.
Crab, Cerebral
This over-sized hermit crab is covered with dark chitin, and carries a
humanoid skull in place of a shell. It stares at you with glittering eyes.
CEREBRAL CRAB
CR 8
XP 4,800
LE Tiny Aberration (aquatic, psionic)
Init +2; Senses darkvision 60 ft., detect psionics;
Perception +18
DEFENSE
AC 21; touch 14, flat-footed 19 (+2 Dex, +7 natural, +2
size)
hp 54 (12d8)
PR 19
OFFENSE
Speed 20 ft.
Melee 2 claws +11 (1d4-3)
Special Attacks mental drain
Psi-like Abilities (ML 12, Concentration +17)
At will-detect psionics
Powers Known (ML 12, 156 PP, Concentration +17)
6th level-fuse flesh (DC 21), disintegrate (DC 21), mind
switch (DC 21), temporal acceleration
5th level-catapsi (DC 20), ectoplasmic shambler, mind probe
(DC 20), psychic crush (DC 20)
4th level-mind control (DC 19), mindlink, thieving (DC 19),
mindwipe (DC 19), personality parasite (DC 19)
3rd level-dispel psionics, empathic transfer, hostile (DC 18),
energy retort (DC 18), false sensory input (DC 18)
2nd level-brain lock (DC 17), cloud mind (DC 17), read
thoughts (DC 17), swarm of crystals (DC 17)
1st level-crystal shard, empathic connection (DC 16), mindlink,
mind thrust (DC 16)
STATISTICS
Feats Combat Expertise, Combat Manifestation,
Empower Power, Maximize Power, Psicrystal
Affinity, Psionic Body
Skills Autohypnosis +18, Climb +12,
Knowledge (psionics) +20, Perception +18,
Spellcraft +20, Stealth +25, Survival +18,
Use Magic Device +16
Languages Aklo, Aquan, Clickclack,
Common, Dagonite, Draconic
ECOLOGY
Environment any aquatic
Organization solitary or pair
Treasure standard
SPECIAL ABILITIES
Mental Drain (Su): Once per round as a
standard action, a cerebral crab may focus
its attention on a single creature. That
creature must make a DC 20 Will save. If
failed, the cerebral crab raids the
victim's mental faculties, inflicting
one of the following effects:
72
The crab gains an enhancement bonus to its own

Intelligence score of the same amount for 24 hours.
The target loses up to 2d6 ranks in an Intelligence
based skill for 24 hours. The crab temporarily gains
the same amount of ranks in that skill for the same
duration.
If the victim has power points, it may drain 2d6
power points and add them to its own total. The
stolen power points are recovered normally.
If the victim knows any psionic powers, they lose
knowledge of one power of the crab's choice for 24
hours. The crab gains knowledge of that power for the
same duration.
Psionics: A cerebral crab possesses the psionic powers
of a telepath with a level equal it its HD.
Greatly underestimated, cerebral crabs are often
viewed as dangerous vermin, if they are noticed as
anything more than unusually large and morbid hermit
crabs. In truth, the crabs are highly intelligent and deadly
plotters, unnaturally hardy, and possessing a deeply evil
nature. Cerebral crabs attempt to dominate and weaken
all creatures around them, with the goal of controlling
large areas of the sea floor. Cerebral crabs speak several
languages in small, bubbly voices.
Cerebral crabs are well aware of the limits imposed by
their size, and use mentally controlled pawns and well
paid fighters to battle for them. Ideally the crab is never
even noticed in combat, hidden away draining the
knowledge and powers of its foes. If discovered, it blasts
its foes with psionics, and attempts to escape deep into
the corals and rocks where it makes its home.
A cerebral crab dwells within the skull of the most
powerful foe it has overcome, as both a trophy and home.
Dark rumors spread of crime webs reaching over
hundreds of leagues, headed by a cerebral crab that feasts
on the hidden knowledge of its foes. Rare tales are also
told of crabs that have learned how to retain that which
they steal from their victims forever.
Demon, Jormungandi
Its lower halffour writhing tentacles. Two horns glow menacingly on
its head, above a massive, dagger-toothed maw. Muscle-bound arms at
its side terminate in immense claw-fingered hands. In its eyes
the madness of the abyss.
JORMUNGANDI
CR 14
XP 38,400
CE Large outsider (aquatic, chaotic, demon, evil, extraplanar,
psionic)
Init +2; Senses darkvision 60 ft.; Perception +17
Racial Buoyancy -100; Depth Tolerance Immune to pressure
DEFENSE
AC 29; touch 11, flat-footed 27 (+2 Dex, +18 natural, -1 size)
hp 203 (14d10+126)
DR 10/good; Immune cold, electricity, poison; Resist acid 10,
fire 10
PR 25
OFFENSE
Speed 20 ft., swim 40 ft.
Melee bite +26 (2d6+13), 2 claws +26 (1d8+13), gore +26
(1d8+13), 4 tentacles +24 (1d6+6 plus grab)
Special Attacks constrict (1d6+6), oversized attacks, thicken
water
Spell-Like Abilities (CL 14; concentration +19)
At will-chaos hammer (DC 19), deeper darkness, dispel magic,
greater teleport (self plus 50 lbs. of objects only), unholy blight
(DC 19)
3/day-cat's grace, vampiric touch
1/day-black tentacles, summon (level 4, 1-2 hezrous 75% or 1
jormungandi 25%)
Psi-Like Abilities (ML 14, concentration +16)
At will-ego whip (3d4 points of damage, DC 18), energy ray (3d6
damage), entangling ectoplasm (break DC 19, up to
Colossal size), dispel psionics (area dispel)
3/day-energy retort (DC 15, 10 minutes),
death urge (DC 19, 4 rounds), touch sight
(100 ft. radius)
2/day-exhalation of the cacophony dragon (DC15,
7d6 damage), grip of iron (+10 bonus)
1/day-claws of the vampire, control body (DC16,
Large size, non-staggered), true venom
(DC 16)
STATISTICS
Base Atk +14; CMB 28; CMD 40
Feats Combat Reflexes,

Multiattack, Greater Psionic Fist,
Power Attack, Psionic Fist, Reckless
Offense, Wounding Attack
Skills Acrobatics +15, Autohypnosis +17, Bluff +19,
Intimidate +19, Knowledge (planes) +16, Knowledge
(psionics) +16, Perception +17, Sense Motive +17,
Stealth +14
Languages Abyssal, Celestial, Draconic;
telepathy 100 ft.
SQ compact
ECOLOGY
Environment Abyss (any aquatic)
Organization solitary, pair, school (3-5)
Treasure standard
SPECIAL ABILITIES
Compact (Ex): Jormungandi are partly boneless, and can contort their
joints so that they can fit into Medium sized places without difficulty.
Oversized Attacks (Ex): A jormungandi possesses massive hands and

jaws, dealing damage as if it were a Huge creature, and allowing it
to use Huge weapons and items.
Thicken Water (Su): As a standard action a jormungandi may thicken
a 10 foot radius of water within its line of sight into a viscous gel.
Creatures in the area may make a DC 22 Reflex save to get free of
the area before it thickens. Creatures trapped within the area have
their movement reduced by to one fourth their normal and are staggered.
Jormungandi are demons of vast physical power and possessing

the black humor of a serial killer. They are fond of lurking within
sight of intelligent creatures, and driving them mad with their
powers, until they grow bored with the game and rise to destroy all
they see. Jormungandi are frequently summoned as living war
machines, with their masters woefully underestimating the demon's
intelligence. Such summoners are often the jormungandi's first victim
in a long reign of terror.
While powerful enough to take on a small army, most jormungandi
prefer to skulk in holes and crevasses that would normally be too
small for a creature of their bulk. They manipulate and harass their
targets until discovered, at which time they attack in earnest. They
freely use their thicken water ability to lock down distant foes while
tearing apart any targets within reach.
Jormungandi claim to be the court jesters of a demon lord that
takes the form of a unimaginably vast sea serpent on an aquatic layer
of the Abyss. Every time they mock a foe before devouring them is a
devotion to this creature. Some of those skilled and lucky enough to
survive an encounter with a jormungandi tell tales of the demons
summoning fiendish sea serpents and using other profane powers
under the dominion of their scaled patron, and worry about the rise of
a deadly new evil in the dark waters.
73
Dragon (Song),
(Song), Chant
The dragon swooping through the water before you is both great and terrible. Its
long body resembles the sea-going reptiles of the past, sporting flippers in place of
limbs. On the end of its powerful neck is an armor plated head, which resembles
nothing less than a massive nautilus.
CHANT DRAGON
LE dragon (aquatic, psionic, sonic)
Racial Buoyancy 0; Depth Tolerance: 1200 feet
BASE STATISTICS
CR 4; Size Tiny; Hit Dice 5d12
Natural Armor +3; Breath Weapon cone, 2d6 sonic
ECOLOGY
Environment any ocean
Organization solitary, pair
Treasure triple
SPECIAL ABILITIES
Breath Weapon (Su): Chant dragons have a single breath
weapon, a reverberating cone of sound.
Camouflage (Ex): A chant dragon has total control of the color
and shape of its skin, allowing it to conceal itself against
nearly any background, or appear as a part of an existing rock
formation or sunken ship. It receives a +10 bonus to its Stealth
checks while concealed in this manner.
Caustic Ink (Su): An old chant dragon can spray a 100 ft. line of
caustic ink once every 1d4 rounds. The ink deals acid damage
equal to the dragon's breath weapon to all creatures struck,
with a reflex save equal to the dragon's breath weapon DC for
half damage. The ink disperses into a 100 ft. cloud that grants
total concealment to creatures within it. Any creatures inside
the cloud, save for the chant dragon that created it, take 2d6
acid damage every round they are within the cloud. The cloud
lasts for 2d8 rounds, and is quite heavy; being moved only by
strong currents. This is a standard action.
Chant (Su): If a creature is struck by a chant dragon's breath
weapon, the dragon may cause it to utter a sonorous chant.
Creatures with an Intelligence score of 3 or greater that are
able to vocalize must make a Will save when struck by the
dragon's breath weapon (DC is the same as the breath
weapon). Failure means that the victim begins to chant.
Chanting targets take a -2 to attack rolls, skill checks, and Will
saves. This increases to -4 when the dragon becomes an adult,
and -6 when it becomes ancient. An affected victim may
attempt to cease chanting each round by spending a fullround action to attempt another Will save. The effect
continues until the save is made, or the victim is rendered
unable to speak. If the dragon is maintaining concentration on
a spell or psionic ability, it may link that ability to the chant,
causing the effect to persist as long as at least one affected
victim continues to chant (up to its normal duration).
Constrict (Su): A adult chant dragon may attempt to grapple a
creature of its size or smaller after a successful bite attack,
dealing its tentacle damage every round.
Dazzle (Su): A juvenile chant dragon can rapidly flash brilliant
colors and patterns across its flesh, dazzling all who look upon
it. Creatures within 10 feet per age category that can see the
dragon must make a Will save (DC 10 + half the dragon's HD
+ its Cha modifier) or be dazzled for one round. Using Dazzle
is a swift action for the chant dragon.
Jet (Ex): A chant dragon can jet backwards as a full round action,
at a speed of 280 feet. It must move in a straight line, but does
not provoke attacks of opportunity while jetting.
Psi-like Abilities (Sp): A chant dragon gains the following psilike abilities, usable upon reaching the listed age category.
Very young-at will-detect psionics, young-4/day-grip of iron,
juvenile- 2/day-inertial barrier, adult-2/day-psychofeedback,
ancient-1/day time regression.
Sweeping Grab (Ex): A great wyrm chant dragon may,
as a full round action, sweep its tentacles through up
to four interconnected five-foot squares within its reach,
dealing its tentacle damage and making a grapple check
against each creature within those squares. Targets that
are two sizes or more smaller than the dragon can be
transferred to the dragons mouth as a free action on
the dragons next initiative, dealing automatic bite
damage, or be constricted.
74
Summoning (Sp): A mature adult or older chant dragon may

summon 1 giant squid, or 3d4 sharks, or 1 dire shark, or 1d2
tylosaurs twice per day.
Age Category
Special Abilities
Wyrmling
Very young
Young
Juvenile
Young adult
Adult
Mature adult
Old
Very old
Ancient
Wyrm
Great wyrm
Camouflage, chant, jet

Detect psionics
Grip of iron
Inertial barrier, dazzle
DR 5/magic, spell resistance
psychofeedback, constrict
DR 10/magic, summoning
Caustic ink
DR 15/magic
Time regression
DR 20/magic
Sweeping grab
YOUNG CHANT DRAGON
ML
1
3
5
7
9
11
13
15
17
CR 8
XP 4,800
LE Medium Dragon (aquatic, psionic, water)
Int +4; Senses detect psionics, dragon senses; Perception +13
DEFENSE
AC 19; touch 10, flat-footed 19, (+9 natural)
hp 94 (9d12+36)
Immune paralysis, sleep
OFFENSE
Speed 20 ft., swim 60 ft.; jet 280 ft.
Melee 4 tentacles +15 (1d6+6), or bite +15 (1d8+9)
Space 5 ft.; Reach 5 ft.
Special Attacks breath weapon (30 ft. cone, DC 18, 6d6 sonic),
chant DC 18
Psi-like Abilities (ML 9, concentration +10 )
4/day-grip of iron (+8 bonus)
STATISTICS
Base Atk +9, CMB +15, CMD 25
Feats Combat Expertise, Empower Power, Improved Initiative,
Lightning Reflexes, Lunge
Skills Appraise +10, Autohypnosis +10, Bluff +14, Diplomacy
+11, Intimidate +11, Knowledge (psionics) +10, Perception
+13, Sense Motive +10, Stealth +12
Languages Common, Draconic
SQ camouflage
ADULT CHANT DRAGON
CR 12
XP 19,200
LE Large Dragon (aquatic, psionic, water)
Aura frightful presence (180 ft., DC 21)
DEFENSE
AC 26; touch 8, flat-footed 26 (-1 Dex, +18 natural -1 size)
hp 187 (15d12+90)
DR 5/magic; Immune paralysis, sleep; PR 23
OFFENSE
Speed 20 ft., swim 60 ft., jet 280 ft.
Melee 4 tentacles +23 (1d8+9), and tail slap +18 (1d8+13), or bite
+23 (2d6+13), and tail slap +18 (1d8+13)
Space 10 ft.; Reach 5 ft. (10 ft. with bite and tentacles)
chant DC 23, constrict (1d6+6), dazzle DC 21
Psi-like Abilities (ML 15, concentration +18)
2/day-inertial barrier
Powers Known (ML 5th, 32 power points, concentration +8)
3rd-body adjustment, concussive onslaught (DC 16), dispel
psionics, psionic blast (DC 16), share pain, forced (DC 16)
2nd-cloud mind (DC 15), ego whip (DC 15), id insinuation (DC 15)
1st-deceleration (DC 14), energy ray, entangling ectoplasm
STATISTICS
Feats Combat Expertise, Empower Power, Improved Initiative,
Lightning Reflexes, Lunge, Open Minded, Opportunity
Power, Power Attack
Skills Appraise +18, Autohypnosis +20, Bluff +22, Diplomacy
+18, Intimidate +21, Knowledge (psionics) +20, Perception
+21, Sense Motive +19, Spellcraft +20, Stealth +13, Use Magic
Device +21
Languages Aquan, Cephalite, Common, Draconic
SQ camouflage
ANCIENT CHANT DRAGON
CR 17
XP 102,400
LE Huge Dragon (aquatic, psionic, water)
Aura frightful presence (300 ft., DC 28)
DEFENSE
AC 36; touch 6, flat-footed 36; (-2 Dex, +30 natural, -2 size)
hp 333 (23d12+184)
DR 15/magic; Immune paralysis, sleep; PR 28
OFFENSE
Speed 20 ft., swim 60 ft., jet 280 ft.
Melee 4 tentacles +34 (2d6+13), and tail slap +29 (2d6+19), or bite
+34 (2d8+19), and tail slap +29 (2d8+16)
Space 15 ft.; Reach 5 ft. (15 ft. with bite and tentacles)
caustic ink (DC29), chant DC 28, constrict (2d6+13), dazzle DC 28
2/day-inertial barrier
1/day-time regression
Powers Known (ML 13th, 179 power points, concentration +18)
5th-ectoplasmic shambler, psychic crush (DC 20)
4th-correspond, emphatic feedback (DC 19), telekinetic maneuver,
wither (DC19)
3rd-body adjustment, concussive onslaught (DC 18), dispel
psionics, energy retort (DC), mental barrier, psionic blast (DC
18), share pain, forced (DC 18)
2nd-cloud mind (DC 17), ego whip (DC 17), id insinuation (DC 17)
1st-deceleration (DC 16), energy ray, entangling ectoplasm
STATISTICS
Feats Cleave, Combat Expertise, Combat
Manifestation, Empower Power, Improved
Initiative, Lightning Reflexes, Lunge, Open
Minded, Opportunity Power, Power Attack,
Psionic Meditation, Vital Strike
Skills Appraise +27, Autohypnosis +29, Bluff +30,
Diplomacy +26, Intimidate +29, Knowledge
(psionics) +29, Knowledge (arcana, local) +15,
Perception +30, Sense Motive +28,
Spellcraft +29, Stealth +15, Use Magic Device +29
Languages Aklo, Aquan, Cephalite, Common,
Dagonite, Draconic
SQ camouflage, summoning
Cunning, egotistical, and manipulative,
chant dragons use their raw power and mental
abilities to dominate lesser creatures. They
frequently install themselves as rulers or even
god figures within the cities of humanoids,
ruling with black hearts and minds of iron. They
often allow their subjects to plot rebellion, just to
prevent boredom. Their dignity, wealth, and
status mean nearly as much as their lives.
Chant dragons find combat distasteful, and
prefer controlling their foes or, if they must,
bribing them. They will marshal whatever lesser
beings that they control into battle for them
while they lurk on the edges of the combat,
scooping up the injured in their tentacles.
For all their bejeweled tyranny, chant
dragons hoard information about the arcane as
much as they horde slaves and gold. They will
happily act as sages for the right price, and many
grant aid in the form of equipment and slaves for
a substantial cut of the haul. They are just as
likely to investigate the claims of a party of
adventurers themselves, sending their own
agents or even personally arriving as they see fit.
75
Eel, Nightmare
This sleek black eel moves with grace and power through the
deep sea. Its body is pure, undulating muscle; its eyes are
unnerving points of crimson red that seem to steal your very
breath.
NIGHTMARE EEL
CR 5
XP 1,600
N Large magical beast (aquatic)
Init +8; Senses darkvision 60 ft., low-light vision;
Perception +13
Racial Buoyancy -150; Depth Tolerance 1,200 feet
DEFENSE
AC 18, touch 14, flat-footed 13 (+4 Dex, +4 natural, +1
dodge, -1 size modifier)
hp 52 (8d10+8)
Immune fear effects
OFFENSE
Melee bite +11 (2d6+6 plus poison)
Special Attacks fear gaze (DC 16)
STATISTICS
Base Atk +8; CMB +6 CMD 16
Feats Dodge, Improved Initiative, Improved
Natural Attack, Lunge
Skills Acrobatics +15, Perception +13
Languages Common
SQ psionic scent
ECOLOGY
Organization solitary or pair
Treasure none
SPECIAL ABILITIES
Fear Gaze (Su) Any creature within 30 feet of
a nightmare eel may be subject to its gaze.
Creatures thus affected who fail to make a
DC 16 Will save become shaken for 2d4
rounds. Targets that successfully resist a
particular nightmare eels gaze are
immune to that eels stare for 24 hours. The
saves DC is Charisma-based.
Nightmare Poison (Ex) Injury; save Fort DC
15; frequency 1/round for 4 rounds; effect
1d3 Wis damage plus 2d6 power point
drain; cure 2 saves. Drained power points
are immediately converted into temporary
hit points for the nightmare eel.
76
Psionic Scent (Su) A nightmare eel can unerringly detect

creatures who have a reserve of psionic power points.
The eel can see all such creatures within 100 feet as if it
were using the detect psionics power in conjuction with
true seeing.
Despite being fairly solitary creatures, the presence of a
nightmare eel can easily incite fears. These creatures very
form screams predator - large envenomed fangs that
shine even more deadly against midnight black scales, red
eyes that never waver or blink, and a voice that sends
shivers down the proudest warriors spine.
Nightmare eels have keen intellects, but they are not
social creatures. They rarely interact with civilized species
except to hunt them; they rarely congregate amongst their
own except to mate. This preference for privacy is no
doubt driven by the fact both their venom and their
ability to unerringly detect psionic usage is sought for
study and sale by psions, wizards, and unscrupulous
merchants.
Pisceans believe that eating the flesh of these creatures
will help them conceive psionic offspring, which are
considered a great asset in the ongoing fight against
aberrant creatures. They often partake in extremely
dangerous fishing expeditions to bring back the meat of
this eel, which fetches a steep price in the Piscean market.
Frog, Brill
What at first seemed to be a large pile of glowing rubies turned
out to be a large, mauve-colored frog with searing pinpoints of
light for eyes.
BRILL FROG
CR 6
LN Large outsider XP 2,400 (aquatic, earth, elemental,

psionic)
Init +5; Senses darkvision 60 ft., tremorsense 15 ft.;
Perception +11
Racial Buoyancy -2050; Depth Tolerance 600 feet
DEFENSE
AC 20, touch 14, flat-footed 15 (+5 Dex, +6 natural, 1 size)
hp 68 (8d10+24)
DR 5/bludgeoning; Immune elemental traits, steam, cold;
Resist electricity 5
OFFENSE
Speed 30 ft., burrow 20 ft., swim 10 ft. (with aid of float
power, the frogs buoyancy prevents it from swimming
otherwise)
Melee bite +12 (1d10+3 plus grab)
Special Attacks swallow whole (1d10 bludgeoning, AC
12, 2 hp)
At willcontrol object, control sound, detect psionics,
empty mind, float, mind thrust (2d10, DC 13)
3/dayfold space
STATISTICS
Feats Combat Reflexes, Great Fortitude, Iron Will,
Weapon Finesse
Skills Acrobatics +16, Appraise +15,
Perception +11, Stealth +16;
Racial Modifiers +4 Stealth
ECOLOGY
Environment subterranean shores
Organization solitary or knot (2-5)
Treasure double goods
(gems only)
Brill frogs often bury themselves in the sand, with

only the very tip of their gem-like backs exposed, waiting
for something to come close and investigate. They will
generally ignore curious animals, preferring to attack
sentient creatures. Their goal, like many simple beasts, is
food; they subsist on precious gems and pearls. They
often kill their prey, and later pick it over for its preferred
food. They will even consume metal, though it provides
limited nourishment. A partially digested victim, who
was swallowed whole, will be regurgitated later to be
picked over at the frogs leisure. The frog often keeps a
small cache of gemstones for both food storage and to
attract potential mates.
Despite their appearance and simple needs, brill frogs
are particularly clever creatures with a myriad of hunting
tactics. While the most common hunting ploy is the lure
method, it will occasionally change this up in areas that
have become wary of the frogs presence. Using its
psionic powers, it will levitate gems or precious items,
mislead with muffled cries for help, or simply charge in
from underground and attack. The frog will actively seek
out psionic victims, as it finds gems that are psionically
charged to be particularly tasty. If the battle goes sour, the
brill frog will use fold space to teleport to a secret
underground tunnel.
77
Melusine, Low-mind
Low mind
This heavily muscled humanoid has deep gray flesh, and a fishlike face. Its eyes glow a haunting blue, as do the eye-spots around
its eyes. It ignores you as it carries a heavy load upon its back.
LOW-MIND MELUSINE
CR 2
XP 600
LN Medium Humanoid (aquatic, psionic)
Init +1; Senses dark vision 60 ft.; Perception +8
DEFENSE
AC 14; touch 11, flat-footed 13 (+1 Dex, +3 natural)
hp 22 (3d8+9)
OFFENSE
Speed 30 ft.; swim 20 ft.
Melee short spear +7 (1d6+5)
Ranged short spear +3 (1d6+5)
Psi-Like Abilities (ML 2, concentration +2)
1/day-biofeedback, call weaponry
STATISTICS
Feats Power Attack, Toughness
Skills Climb +10, Perception +8
Languages Common
SQ compound eyes, depth resistance, will of the
overmind
ECOLOGY
Organization solitary, pair, unit (5-50)
Treasure standard
SPECIAL ABILITIES
Compound Eyes (Ex): Low- minds have compound eyes,
granting them a +2 racial bonus to Perception checks.
Depth Resistance (Ex): Low-minds are designed to travel
between the depths and the surface, and are immune to
changes in pressure.
Will of the Overmind (Ex): Low-minds are genetically
programmed to ignore mental influences other than
that of their overminds, and gain a +5 racial bonus on
all mind affecting effects coming from sources other
than overminds.
78
Melusine low-minds are the workhorses and soldiers

of their species. Despite being intelligent, they possess
little sense of self, and act as drones in an insect colony.
They obey their overminds without question, and freeminds are obeyed as long as their orders do not contradict
those of an overmind.
Low-minds don't carry their weapons, instead
summoning them to their hands psionically. On their
own, low-minds attack in a horde; when guided by an
overmind, they follow orders with exacting care. Even
though they are of the lowest caste, the melusine still
regard the low-minds with a great deal of respect. Unlike
many enslaved people, the low-minds are not truly of a
different race or creed. Instead, they are the children of
the free-minds and the overminds. Many see this
relationship as similar to a pet and its owner a mutual
fondness with a strict understanding that the owner has a
much higher status than the owned.
Low-Minds are mostly utilized as unskilled labor.
Hunting, tending kelp farms, building, and scavenging
the shorelines for salvage are all common duties. They
serve as the bulk of a melusine colony's combat troops,
although extended campaigns tend to make low-minds
somewhat rebellious and free thinking. Being sexless,
they are not seen as contributing to the future of the race,
and problem low-minds are ruthless dominated or
destroyed out of hand.
Melusine, Overmind
This strange merfolk has three eyes that glow a brilliant green,
as well as numerous glowing eye-spots dotting its face. Its
powerful body ends in a forked tail.
OVERMIND MELUSINE
CR 5
XP 1,600
LN Large Monstrous Humanoid (aquatic, merfolk, psionic)
Init +1; Senses dark vision 60 ft.; Perception +13
DEFENSE
AC 18; touch 10, flat-footed 17 (+1 Dex, +4 armor, +4 natural,
-1 size)
hp 51 (6d10+18)
Weakness light sensitivity, pressure sensitive
OFFENSE
Speed swim 40 ft.; 30 ft. in armor
Melee mw ichida +10 (1d6+6/19-20 x2)
Special Attacks melusine willbreaker, third eye
1/day-fear cascade (DC 16),
vanishing strike
Powers Known (CL 6, 53 PP , Concentration +12)

3rd level-dispel psionics, energy blast (DC 19), psionic blast
(DC 19), time hop
2nd level-biofeedback, cloud mind (DC 18), ego whip
(DC 18, id insinuation (DC 18), thought shield
1st level-broker, demoralize (DC 17), entangling ectoplasm,
mind thrust (DC 17)
STATISTICS
Feats Deep Impact, Endowed Mind, Psicrystal Affinity
Skills Autohypnosis +11, Bluff +7, Diplomacy +7,
Intimidate +10, Knowledge (arcane) +12, Knowledge
(psionics) +15, Perception +13, Stealth +2, Use Magic
Device +7
Languages Aquan, Common, Dagonite, Delatari,
Draconic, Nixish, Lok'tar
SQ compound eyes, natural psion, resilience
ECOLOGY
Organization solitary, pair, council (3 overminds plus 412 free-minds, and 8-24 low-minds)
Treasure standard (scaly armor, masterwork ichida,
other gear)
SPECIAL ABILITIES
Compound Eyes (Ex): Overminds have compound eyes,
granting them a +2 racial bonus to Perception checks.
Melusine Willbreaker (Ex): All non-overmind melusines
take a -4 to all Will saves vs. the psionic powers of an
overmind.
Natural Psion (Ex): Overminds treat Autohypnosis and
Knowledge (psionics) as class skills, as well as possessing the
psionic powers of a psion of a level equal to their Hit Dice.
Pressure Sensitive (300 feet): Overminds are highly
acclimated to extreme depths, and suffer from low
pressure. Treat this as if they exceeded their pressure
range above depths of 300 feet.
Resilience (Ex): When an overmind takes damage, it may
spend power points to reduce its severity. As an
immediate action it may reduce the damage it is about
to take by 4 hit points per 1 power point spent.
Third Eye (Su): All overminds possess a mystic third eye
that possess potent psionic power. Once every 1d4 rounds
may generate one of the following effects, up to twice a
day each: brain lock, compelling voice, control body, fate link,
mind control, or psychic drain. All powers have a Will save,
DC 19 to resist. The save DC is Intelligence based.
Melusine overminds are the enigmatic rulers of their race.

They rarely meet with outsiders, preferring to direct their
society from the shadows. They are responsible for keeping
extensive records of breeding history, ensuring an even mix
of all the melusine forms. They also plot their defenses
against the nommo.
Overminds keep a constant group of loyal bodyguards
around themselves, disdaining personal combat. They do
train for battle, however, and show no mercy when they are
forced to do battle. They often try to scatter and control their
foes with their mental powers, and flee if they use up all their
daily uses of their third eye.
Overminds often appear emotionless and alien to other
races, and they go to lengths to retain that image. They have
found it helps to ensure the privacy of their race, which is one
of their main goals. They offer little help or interference to
creatures passing through their waters, even if travelers claim
to offer assistance against the nommo. Any trade that
occurs within their dark waters happens between
a series of intermediaries, with as few melusines
being directly involved as possible.
79
Mindshrimp,
Mindshrimp, Swarm
What began as a few dozen glowing, beautiful shrimp
swimming around you has become a sparkling wall of vermin.
MINDSHRIMP SWARM
CR 5
XP 1,600
N Fine Vermin (aquatic, psionic, swarm)
Init +4; Senses darkvision 60 ft., detect psionics;
Perception +0
Racial Buoyancy 0; Depth Tolerance: 1,200 feet
DEFENSE
AC 22; touch 22, flat-footed 18 (+4 Dex, +8 size)
hp 32 (6d8+6)
Defensive Abilities swarm traits; Immune mind-affecting
effects, weapon damage
OFFENSE
Speed swim 30 ft.
Melee swarm (2d6 plus distraction and power drain)
Special Attacks distraction (DC 15), power drain
Space 10 ft. Reach 0 ft.
Psi-like Abilities (ML 6, concentration +8)
constant-detect psionics
at will-dimension slide, matter agitation (targets within
swarm only), telepathic lash ( 6 HD, DC 17)
STATISTICS
Str 1, Dex 18, Con 12, Int -, Wis 13, Cha 15
Base Atk +4; CMB -; CMD ECOLOGY
Organization solitary, pair, infestation (3-10)
Treasure incidental
80
SPECIAL ABILITIES
Power Drain (Su): A mindshrimp swarm that deals
damage to a target with power points also drains 2d6
power points from the victim, adding those points to
its hit point total. Hit points above the swarm's
CR
maximum disappear at a rate of 1 hp per round.
5
Mindshrimp swarms typically appear as harmless, if

strange looking, shrimp. Each shrimp has a crystalline
carapace that is both beautiful and fragile. When the
swarm detects a creature with psionic powers, it masses
into a fierce attack, feeding off the mental energy of its
victim.
A swarm of mindshrimp attack psionic creatures
before all other targets, feeding on both their flesh and
their power. They will attempt to boil any creature that
fights back too strongly.
Mindshrimp are a rare and popular food item, savored
by those wealthy enough to purchase them. The
difficulties and dangers of attempting to capture
mindshrimp mean a sale price of 10 gp. per pound in
areas where they are most common. A clean undamaged
shell is worth 1gp.
Psionopod
This creature looks like a translucent free swimming octopus, with a
tall mantle studded with dexterous tentacles. A pair of thicker tentacles
hangs below its golden eyes. Streams of glowing energy dart through
the creatures body. Six long arms ending in hand-like appendages
reach through the dark water.
PSIONOPOD
CR 10
XP 9,600
NE Large Aberration (aquatic, psionic)
Init +3; Senses darkvision 60 ft., detect thoughts; Perception +23
Pressure Sensitivity 400 feet
DEFENSE
hp 135 (15d8+68)
PR 21
OFFENSE
Speed swim 30 ft.
Melee 6 arms +13 (1d8+6 plus grab), and 2 tentacles +7
(1d6+3 plus grab)
Space 10 ft.; Reach 10 ft. (20 ft. with arms)
Special Attacks draining grip, constrict 1d6+6
At will-detect thoughts
Powers Known (ML 10, 123 PP, Concentration +17)
5th level-catapsi (DC 22), pierce the veils, psychic crush
(DC 22), shatter mind blank (DC 22), tower of iron will
4th level-empathic feedback (DC 21), fold space, mindwipe
(DC 21), telekinetic maneuvers
3rd level-dispel psionics, energy burst (DC 20), psionic blast
(DC 20), ubiquitous vision
2nd level-cloud mind (DC 19), id insinuation (DC 19),
mental disruption (DC 19), recall agony (DC 19)
1st level-energy ray, entangling ectoplasm (DC 18), force
screen, mind thrust (DC 18)
STATISTICS
Base Atk +7; CMB +12 (+16 grapple); CMD 25
Feats Psionic Body, Psionic Fist, Psionic Meditation,
Unavoidable Strike, Weapon Focus (arm)
Skills Acrobatics +23, Autohypnosis +21, Intimidate +23,
Knowledge (arcana) +22, Knowledge (psionics) +25,
Perception +23, Spellcraft +25, Stealth +17, Survival +23,
Use Magic Device +20
Languages Aklo, Aquan, Cephalite,, Ceti, Common, Dagonite,
Draconic, Nixish; telepathy 50 ft.
SQ summoning cloud, tenacious grapple
ECOLOGY
Organization solitary
Treasure standard
SPECIAL ABILITIES
Draining Grip (Su): If a psionopod grapples a foe with its arms, it may
choose to inflict one of the following effects with every successful
grapple check:
It may drain 2d4 power points from the victim's reserve, adding
them to its own total. Power points above its maximum are lost
the next time the psionopod regains power points normally.
It may steal one arcane spell if the victim is a spellcaster. The
stolen spell is chosen at random from the highest level of spells
the victim can cast. The psionopod gains the stolen spell as a
psi-like ability, losing it after it is manifested.
It may deal 1d4 points of Intelligence damage to the victim,
gaining a like amount of temporary hit points for an hour.
It may blast pure psionic energy into the victim. This attack
deals damage equal to the number of power points the
psionopod spends, with a Will save (DC 25) for half damage.
A victim with no Intelligence score is immune to all of these effects.
Psionics: A psionopod possesses the psionic powers of a 10th

level psion. In addition psionopods always treat Autohypnosis
as a class skill.
Summoning Cloud (Su): Once per day, a psionopod may release
a cloud of ectoplasmic ink as a swift action. The cloud assumes
the shape of the psionopod, and acts as a 9th level astral construct.
Tenacious Grapple (Ex): Psionopods do not gain the grappled
condition when grappling a foe with its arms.
Psionopods are deep dwelling horrors that feed upon the

intelligence of other creatures. They are aggressive predators that
travel up the water column in search of more intelligent prey than
the simple sea life that makes up the bulk of their diet. Psionopods
believe they are a creation above all other life in the sea, but are
well aware that there are creatures that are more powerful than
they, and never allow foolish actions or anger risk their existence.
Psionopods prefer to use their superior reach to keep foes
distant while feeding upon their minds. They lash foes that get
close with their shorter tentacles and their psionic powers. The
smaller tentacles that ring its mantle have enough dexterity to use
items such as rings, wands, or even the rare staff (with the same
number of item slots as a humanoid). Most psionopods hold their
summoning cloud in reserve, in case they have to flee. A few more
aggressive specimens manifest it in shortly after beginning combat,
using it to batter their most dangerous foes.
Psionopods speak in deep echoing voices through a funnel-like
orifice; they have no mouth, feeding only on the mental energy
they drain from other creatures. Despite their hunger, they will
often share their knowledge with lesser creatures, provided they
are given a great deal of flattery, treasure, and at least one creature,
the more intelligent the better, on which to feed. Cerebral crabs see
themselves as having a great rivalry with psionopods, and resent
their similar abilities. Psionopods, for their part, are barely aware
that the cerebral crabs exist.
81
Plesioan
Plesioan
A strange, long necked reptile darts through the sea. Its long
neck ends in a shockingly humanoid face, and its flippers end in
digits that resemble fingers. It sneers at you as it banks to
attack.
PLESIOAN
CR 5
XP 1,600
CE Large Monstrous Humanoid (aquatic, psionic)
Init +9; Senses dark vision 60 ft.; low-light vision;
Perception +9
DEFENSE
AC 19; touch 15, flat-footed 13 (+5 Dex, +1 Dodge, +4
natural, -1 size)
hp 45 (6d10+12)
Defensive Abilities uncanny dodge
OFFENSE
Melee bite +10 (1d6+4) or sea reaver +9 (1d8+3/19-20),
and bite +5 (1d6+3)
Space 10 ft.; Reach 5 ft., 10 ft. reach with bite
At will-absorb weapon, telepathic lash (DC 12, up to 8 HD)
3/day-dimension swap, inflict pain (DC 15, 2 targets)
2/day-mind thrust (DC 15, 5d10), psionic blast (DC 15)
1/day-fear cascade (DC 16), vanishing strike
STATISTICS
Feats Combat Manifestation, DodgeB, Improved
Initiative, Weapon Finesse (bite)
Skills Intimidate +10, Perception +9, Stealth +11, Survival +9
Languages Common, Draconic
SQ precognitive combat
82
ECOLOGY
Organization solitary,
pair, pack (4-12)
Treasure standard
SPECIAL ABILITIES
Precognitive Combat (Su): Plesioans have an innate
precognition that kicks in during combat. At the start of
each round, the plesioan can choose to apply an insight
bonus to either its attack and damage rolls, or its AC and
saving throws. This insight bonus starts at +1, and grows
by one for every 3 hit dice the plesioan has above 6.
Plesioans are raiders and pirates, traveling the seas in
small nomadic packs. They viciously attack any intelligent
beings that seem weaker than themselves, killing for both
plunder and pleasure. Plesioans would be as deadly a
scourge as the sahuagin from times past, if they would
only work together in greater numbers.
Plesioans love combat, swooping around their foes in
pairs, one blasting a target with mental power, the other
closing in for the kill. They avoid attacking land or ship
based targets, well aware that their grace disappears once
they are out of the water.
Plesioans have no allies, although they may hire
themselves out as (somewhat unruly) mercenaries. A lone
plesioan is either a survivor of a pack's destruction, or
was cast out for failing to best its pack leader in combat.
Packs may rarely join together to assault a large
community, but nearly always turn on each other after
victory, fighting over the spoils.
Slurg, Psionic
This giant slug has eyestalks capped off with fluorescent orbs.
Its skin is rubbery and bulbous, and each movement the
creature makes is accompanied by a sickening release of slime.
PSIONIC SLURG
CR 8
XP 4,800
N Medium aberration (amphibious, psionic)
Init +7; Senses darkvision 60 ft., Perception +12
Aura Psychic static (30 ft., DC 16)
DEFENSE
AC 21, touch 14, flat-footed 17 (+3 Dex, +1 dodge, +7
natural)
hp 102 (12d8+48)
DR 10/magic
OFFENSE
Melee 2 claws +16 (1d6+7) plus mind slime
Special Attacks luring light (DC 15)
3/dayattraction, DC 16*, dimension slide, ego whip (1d4,
DC 16*), fortify, mental barrier, mind thrust (ML 4th,
4d10, DC 16*)
1/daybody adjustment (heal 1d12*), ego whip (DC 19)
The save DCs are Charisma-based.
*Includes augmentation for the slurgs manifester level.
STATISTICS
Feats Combat Reflexes, Critical Focus, Dodge, Improved
Initiative, Iron Will, Lightning Reflexes
Skills Perception +12, Stealth +14, Survival +12, Psicraft
+13
Languages none (see telepathy)
SQ mind slime, telepathy
ECOLOGY
Organization solitary, pair
Treasure standard
SPECIAL ABILITIES
Luring Light (Su) Three times per
day a slurg may emit a tranceinducing blast of light from its
eyestalks. All creatures within a
30 foot radius of the slurg must
make a DC 17 Will save or
become nauseated for 2d6+2
rounds. Creatures who are
nauseated as such must take
their move action, and they must
move towards the slurg.
Creatures that succeed on the
saving throw are instead dazzled
for one round. The save DC is
Charisma-based.
Psychic Static (Su) A psionic slurg's presence has a

disruptive effect on the use of psionics. This
duplicates the effects of the catapsi power with the
following exceptions: it costs no power points,
concentration, or actions to maintain, and cannot be
augmented. Psionic Slurgs are immune to the aura of
their own species, but can be affected by the catapsi
power or other similar effects.
Mind Slime (Ex) Slurgs produce a thick, oily slime that
has the insidious effect of distracting one and wearing
away their resolve. Any creature that is struck by a
slurgs natural attack, touches a slurg, or comes in
contact with a slurg must make DC 16 Fortitude save
or suffer a -2 penalty to all Will saves for the period of
1 hour.
Telepathy (Su) A slurg can communicate telepathically
with anyone they can see. Language is not a barrier
for this communication.
Normal slurgs (CERULEAN SEAS CAMPAIGN SETTING)
consider psionic slurgs to be genetic throwbacks to an
earlier time in their evolotion. While psionic slurgs are
indisputably stronger in combat aptitude, psionic might,
and physical prowess, they are considerably less clever.
These slurgs are typically used as bodygaurds and
laborers in slurg society. While virtually identical in
appearance to a normal slurg, the psionic slurg does
exhibit minor coloration differences including a
brownish-red hide and pale green eyes, as opposed to the
yellow-brown or greenish-brown skin and yellow or
chartreuse eyes of their modern bretheren.
83
Snell
Covered in slimy seaweed and behaving much like a timid dog,
this snail-like creature has none of the grace, charm, or wit of a
zef, though it looks very similar.
SNELL
CR 1/3
XP 100
Snell warrior 1
NE Small humanoid (anthromorph, psionic)
Init +1; Senses Perception +2
DEFENSE
AC 12, touch 12, flat-footed 11 (+1 Dex, +1 size)
hp 4 (1d8)
Fort +2, Ref +1, Will -1
Weakness fear of light
OFFENSE
Speed 10 ft. swim 20 ft.
Melee slam +1 (1d3-1) or club +1 (1d4-1)
Psi-Like Ability (ML 3rd)
3/day ectoplasmic sheen (DC 14), entangling ectoplasm
(DC 14)
STATISTICS
Base Atk +2; CMB -1, CMD 10
Skills Perception +2, Stealth +6
Feats Skill Focus (Perception)
Languages Snell
SQ protective shell
ECOLOGY
Environment temperate swamps
Organization solitary, pair, or rout (4-10)
Treasure incidental
SPECIAL ABILITIES
Fear of Light (Ex): Snells are inexplicably afraid of bright
light. In brightly lit conditions, a snell gains the shaken
condition.
Protective Shell (Ex): A snell can pull its entire body
into the shell on its back as a standard action. While
inside the shell, the snell is blinded, and gains DR x/where x equals 5 + the snell 's Hit Dice and character
levels. While inside the shell the snell may only take
purely mental actions that do not require sight, and
coming out of its shell as a standard action, which
immediately ends the effects listed above.
84
The snell race has been in decline for centuries, and has
essentially devolved into a species of cowardly deviants.
They subsist on the refuse of greater races, occasionally
raiding small farm communities for valuables and food.
Before the zefs, the snells were just another pest race,
placed a bit below the boggers as a potential threat.
When the zefs adopted them as their host race, many
were offered lavish living arrangements where their every
need was catered to. After a few generations of this
lifestyle, the domesticated snell is of little threat. Content
to be cared for like livestock, it seems either oblivious or
indifferent to its eventual fate. The zefs chose the snells
for several reasons, including their psionic potential, their
slow decline into depravity, and their relatively low
intelligence. While the snell body is well-suited to psionic
talent, the zefs do not inherit the psi-like abilities of their
hosts, which are lost when the snells brain is absorbed.
Tidal Scavenger
A barely bipedal salamander-like creature slips out of the surf.
Its smooth skin seems translucent, and wavers about the edges.
TIDAL SCAVENGER
CR 5
XP 1,600
N Medium Magical Beast (Aquatic, psionic)
Init +3; Senses Darkvision 60 ft., low light vision, scent;
Perception +6
DEFENSE
AC 19; touch 14, flat-footed 15 (+3 Dex, +1 Dodge, +5 armor)
hp 45 (6d10+12)
OFFENSE
Speed 30 ft., swim 30 ft., climb 20 ft.
Melee bite +9 (1d6+2 plus poison), 2 claws +8 (1d4+2)
Special Attacks ectoplasmic spray, poison, pounce, rake (2 claws
+8, 1d4+2
STATISTICS
Feats Dodge, Mobility, Weapon Focus (bite)
Skills Acrobatics +7, Climb +6, Perception +6, Stealth +7,
Survival +3
Languages Lok'tar (can't speak)
SQ ectoplasmic body
ECOLOGY
Environment warm aquatic and shorelines
Organization solitary, pair, swarm (3-12)
Treasure incidental
SPECIAL ABILITIES
Ectoplasmic Body (Su): The familiar form of an tidal scavenger
is actually created out of ectoplasm. This body allows the
creature to move about freely on land without fear of
suffocating, as well as to scavenge and hunt. The tidal
scavenger can form its ectoplasmic body as a swift action
once per day, lasting for an hour per HD. The ectoplasmic
body is considered to have a level 12 manifester level for
purposes of dispelling. In addition, for every three Hit Dice
the creature possesses, it may modify the ectoplasmic body in
one of the following ways:
The tidal scavenger gains a +4 bonus to its CMD against

bull rush, trip and any combat maneuvers that attempt to
move it from its current location, as well as a +4
circumstance bonus to Climb checks.
The tidal scavenger gains a +2 bonus to its Strength,
Dexterity, or Constitution.
The tidal scavenger gains a 25% chance to negate the extra
damage from a critical hit or sneak attack.
The tidal scavenger gains fast healing 2.
The tidal scavenger gains DR 5/-.
The tidal scavenger a +10 it its speed.
Ectoplasmic Spray (Su): Once every 1d4 rounds a tidal
scavenger may blast a gout of ectoplasm out of the spiracles
on its head or flanks. A target struck by ectoplasm shot from
the creatures head are affected as if targeted by ectoplasmic
cocoon, with a DC 15 Reflex save to resist. If the creature
releases ectoplasm from the flank spiracles, it creates an
ectoplasmic sheen in a 10 foot radius around the creature, with
a reflex save DC of 16 to avoid falling. These abilities have a
manifester level equal to the tidal scavenger's HD in relation
to attempts to dispel them.
Poison (Ex): The poison of a tidal scavenger causes painful
swelling in its victim, as well as depositing bioluminescent
dyes in their flesh. These dyes cause the target to glow a pale
green, granting a -5 to all Stealth checks, and attracting any
predators that happen to see the victim.
Tidal Scavenger poison: bite-injury, save Fortitude DC 15;
frequency 1/round for 6 rounds; effect 1d3 Dex, cure 1 save.
Tidal scavengers live up to the name, lurking in shallow

waters by day and stalking the shorelines by night, feeding on
whatever washes up on the beach. While they are well known as
scavengers, they are equally active predators, willing to attack
even small groups if it can ambush them.
While hardly intelligent, tidal scavengers are smarter then
they appear. They look for any ambush sites or, failing that, will
go out of their way to appear harmless, tearing at rotten fish until
they pounce. They can spray ectoplasm to bind their prey, or to
slow down foes that prove too much for it as it flees to the water.
Tidal scavengers hide their true from within their dense
ectoplasmic bodies. When not manifesting their armor, a tidal
scavenger is a Small salamander-like amphibian. The creature is
nearly helpless without its armor, possessing only a harmless
bite, and barely able to crawl. Most intelligent beings assume it
was prey of its larger form, if they notice it at all. When pressed,
it will get near an area with many hiding places for its smaller
form, and dismiss their ectoplasmic body.
85
Trueform, Jellyfish (Medusian)

Swimming before you is what can only be described as an
average-looking man-sized jellyfish. Average in every way,
except for its luminous green brain, and the fact that it is
wearing a crown of spiked coral and brandishing a trident.
MEDUSIAN
CR 2
XP 600
N Medium magical beast (aquatic, psionic, trueform)
Init +3; Senses blind, blindsense (60 feet); Perception +10
Racial Buoyancy 0; Depth Tolerance: 2,000 feet
DEFENSE
AC 19, touch 13, flat-footed 16 (+5 armor, +3 Dex, +1 natural)
hp 16 (3d8+3)
Immune gaze attacks
OFFENSE
Speed swim 20 ft.
Melee tentacles +5 touch (entangle and poison), trident
+4 (1d8)
At will- create sound, empathy, detect hostile intent, know
direction and location
3/day- far hand, sense link, vigor
Special Attacks Summon the lesser form
STATISTICS
Base Atk +2; CMB +2 (+6 grapple); CMD 15 (cant be
tripped)
Feats Iron Will, MultiattackB, Weapon Finesse
Skills Acrobatics +13, Perception +12, Stealth +12
Languages Common, Medusian; telepathy 50 ft.
SQ tekenetic tentacle control
ECOLOGY
Environment any ocean waters
Organization solitary or school (820)
Treasure NPC gear (trident, sea-shell armor)
SPECIAL ABILITIES
Entangle (Ex) If a medusian strikes a Medium
or smaller foe with its tentacles, the jellyfish
can immediately attempt a grapple check
without provoking an attack of opportunity.
If the medusian wins the check, it draws the
foe into an adjacent square. The foe gains the
grappled condition, but the jellyfish does
not. When entangled in this manner, the
victim automatically loses one hit point per
round.
Poison (Ex) Tentaclescontact; save Fort DC
14; frequency 1/round for 4 rounds; effect
1d3 Dexterity damage; cure 1 save. The save
DC is Constitution-based, and includes
a +2 racial bonus.
86
Summon the Lesser Form (Su) A Medusian can summon

two goliath jellyfish (CERULEAN SEAS CAMPAIGN
SETTING) once per day.
Telekinetic Tentacle Control (Su) Even though the
medusian lacks the physical mechanisms to
manipulate objects with its tentacles, it has constant
telekinetic control over its body that perfectly mimics
the muscle control of more advanced invertebrates
such as octopi and squid. The only notable exception
is that a medusians ability to wield weapons and use
tools can be negated by effects that cancel out psionic
activity, such as a null psionic field.
Medusians are the trueform variety of goliath jellyfish.
They are peaceful hunters, seeking out sustenance amid
the eerie twilight zone of the oceans depths. While
completely lacking vision in the conventional sense, they
more than make up for it with their psionic aptitude, and
tend to be even more aware of their surroundings than
those with ordinary sight.
Medusians often organize into large schools where they
converse and cooperate, often exchanging weapons, armor,
information, and food among one another. They are a shy
race that works with other races only when necessary.
When conflict arises, most medusians will passively leave
the affected area. If repeatedly provoked or cornered,
however, the medusian is a merciless opponent that will
summon others, both the well-armed variety and the
mundane.
Zoh
A frightful creature stalks you from the dark waters. Its flesh is
nearly transparent, save for its armored chest and a nautiluslike shell on its back. It is bedecked with jewelry. Pearl-like eyes
peer at you from a tentacle studded face, and four long tentacles
flex in the current. Unusually long arms end in hands tipped
with deadly claws.
ZOH
CR 7
XP 3,200
LE Large Aberration (aquatic, psionic)
Init +3; Senses darkvision 60 ft., read thoughts; Perception +13
Pressure Sensitivity 400 feet
DEFENSE
hp 80 (8d8+44)
PR 17
OFFENSE
Speed swim 30 ft.
Melee 2 claws +10 (1d6+5), and 4 tentacles +8 (1d6+3 plus
grab)
Special Attacks chewing tentacles, fluid drain
At will-charm monster (DC 18), compelling voice (4
targets, DC 16), mindlink (up to 9 targets), psionic blast
(DC 19, 3 round stun), read thoughts (DC 19)
3/day-call to mind (+8 bonus)
1/day-cloud mind (4 targets, DC 16), dispel psionics,
mindwipe (DC 18, 3 negative levels)
STATISTICS
Base Atk +6; CMB +12 (+16 grapple); CMD 24
Feats Greater Grapple, Improved Grapple, Improved
Unarmed StrikeB, Multi-AttackB, Open Mind,
Psionic Body
Skills Acrobatics +12, Autohypnosis +12, Intimidate +15,
Knowledge (history) +17, Knowledge (psionics) +18,
Perception +13, Spellcraft +18, Stealth +10, Use Magic
Device +12
Languages Aklo, Aquan, Cephalite, Common, Dagonite,
Draconic, Halbok; telepathy 100 ft.
SQ inborn knowledge, protective shell
ECOLOGY
Organization solitary, pair, nest (3-15)
Treasure standard
SPECIAL ABILITIES
Chewing Tentacles (Ex): A zoh has tiny sharp fanged
mouths running the length of their tentacles, that rip
into any creature that they grapple. A grappled victim
takes 2d4 points of damage each round it is grappled. In
addition creatures with fewer Hit Dice then the zoh that
witness this horrific sight must make a DC 18 Will save
or become shaken.
Fluid Drain (Ex): A zoh may attempt to extract the cerebral
fluids of any living creature that possesses a brain. The
target must be helpless or grappled to be targeted by the
zoh's facial tentacles. Each round that the zoh makes a
successful grapple check, the target takes 2d4 points of
Intelligence damage.
Inborn Knowledge (Ex): Zohs gain an additional skill rank
that must be applied to a Knowledge skill. That
knowledge becomes a class skill for the zoh.
Protective Shell (Ex): A zoh can pull its entire body
into the shell on its back as a standard action.
While inside the shell, the zoh is blinded, and
gains DR x/- where x equals 5 + the zoh's Hit Dice
and character levels. While inside the shell the zoh
may only take purely mental actions that do not
require sight, and coming out of its shell as a
standard action, which immediately ends the
effects listed above.
Zohs are an organized and deadly race
born with powerful psionic might. They view
most other creatures as simple cattle, to be fed
upon at their leisure. They attack creatures
more powerful than themselves in groups,
using mind controlled slaves to take the bulk
of the damage. Those same slaves serve as
labor, entertainment, and food as the zohs plot
complete takeover of the seas.
Zohs avoid direct combat unless they are
sure that they are superior to their prey. They
use their mental powers to weaken and
confuse their targets, before wrapping them in
their tentacles and feeding simultaneously on
their body and mind, leaving a torn
corpse spinning to the sea floor in a
cloud of blood.
87
Appendices
Appendix 1: Aquatic Psionic Monsters
Listed below is the compiled list of aquatic creatures who
are psionic, historically psionic (monsters who were tied
to psionic power in other RPGs and popular fiction), or
psionic compatible (these creatures seem to be a good
match with the typical image of a psionic creatures). The
monsters listed here are from various sources, including
this book (WT), Alluria Publishings CERULEAN SEAS (CS)
& CREEPY CREATURES (CC); Dreamscarred Presss PSIONICS
UNLEASHED (PU), and Paizo Publishings PATHFINDER
ROLEPLAYING GAME BESTIARY (PB), PATHFINDER
ROLEPLAYING GAME BESTIARY 2 (PB2) and PATHFINDER
ROLEPLAYING GAME BESTIARY 3 (PB3). Monsters are listed
by Challenge Rating for easy reference. Page numbers are
not included for Paizo or Dreamscarred Press products to
comply with liscensing agreements.
CR 8
7th level astral construct (PU), cerebral crab (WT72),
psionic slurg (WT83)
CR 1/3
snell (WT84),
CR 12
adult chant dragon (WT75), psion killer (PU)
CR 1/2
1st level astral construct (PU),
CR 14
avenging apsar (WT68), jormungandi demon (WT73)
CR 1
2nd level astral construct (PU), pupeteer (PU)
CR 17
ancient chant dragon (WT75)
CR 2
CR 19
shoggoth (PB)
3rd level astral construct (PU), architeuthian (CC7), flesh

harrower puppeteer (PU), low-mind melusin (WT78),
medusian (WT86), sahuagin (PB)
CR 3
4th level astral construct (PU), apsara (WT69), cerebric
fungus (PB3), ceratioidi(PB3), crysmal (PB2), crysmal (PU)
CR 4
shaper architeuthian (WT70),
CR 5
5th level astral construct (PU), cecaelia (PB3), nightmare
eel (WT76), overmind melusine (WT78), slurg (CS258),
swarm of mindshrimp (WT80), tidal scavenger (WT85),
unbodied (PU)
CR 6
brill frog (WT77), phthisic (PU)
CR 7
6th level astral construct (PU), aboleth (PB), brain coral
(WT71), brain ooze (PB3), chuul (PB), zoh (WT87)
88
CR 9
8th level astral construct (PU), caller in darkness (PU),
vampire (PB), yithian (PB3)
CR10
9th level astral construct (PU), cerebrilith (PU), psionopod
(WT81)
CR 11
abyssal titan (CS250), moon-beast (PB3)
Appendix 2:
2: Pronounciation Guide
amphian
apsar
apsara
architeuthian
asrai
attinia
brill
melusina
melusine
merkoth
naga
talashakar
talashaku
zas
zef
zil
zoh
am-fee-uhn
ap-sahr
ap-sair-uh
ahr-kih-tyoot-ee-uhn
as-rahy
at-tin-ee-uh
bril
meh-loo- see-nuh
meh-loo-sahyn
mur-kawth
nah-gah
tawl-uh-shok-ahr
tawl-uh-shaw-koo
zhaws
zef
zil
zoh
Alex Dedy
Appendix 3:
3: Index of Tables
2-1: Random Starting Age
2-2: Aging Effects
2-3: Random Height/Length
2-4: Buoyancy & Depth Tolerance
2-5: Starting Racial Ability Adjustments
3-1: Aquanaut
3-2: Phrenic Slayer Favored Enemies
3-3: Current Adept
3-4: Shark Incarnate
4-1: Psionic Aquatic Feats
4-2: Aquatic Power Equivalents
4-3: Control Ice
4-4: Ioun Bubbles
4-5: Mystic Starfish
Appendix 4:
4: Art Index
This appendix is a tribute to all of Alluria
Publishings spectacular artists.
Tim Adams
3
52
57
58
71
73
77
Cerulean Seas Logo

Hydraulic Shell
Talashaku Trident
Hidden City of Talashaku
Brain Coral & Calcified Skeletons
Jormungandi Demon
Brill Frog
Sarah Bates
45 Male Aquanaut
21
21
21
21
21
23
36
39
40
44
47
51
54
55
80 Mind Shrimp Swarm
Nancy Disiro
66 Diabolic Depths
Thomas Duffy
82 Plesioan
Samuel Flegal
57 Psicrown of the Fool
Emily Ember Kubisz

55 Mystic Starfish
57 Brillstones
72 Cerebral Crab
Bobbie Jean Pentecost

16 Lamian Crossbreed
Fabio Porfidia
8 The Will and the Wave
13 Female Merkoth Psion
14 Male Naga Psychic Warrrior
15 Zef Psion
17 Female Asrai Soulknife
18 Male Merkoth Psychic Warrrior
38 Female Naga Current Adept
41 Zef Shark Incarnate
54 Ioun Bubbles
59 Male Amphian Jester
67 Architeuthian
68 Avenging Apsar
69 Apsara Psion
Black Cardinal Comics

7
Underwater Gamemastering
Lane Brown
81 Psionopod
Adam Burnier
12
20
21
57
78
79
85
Male Melusine Psychic Warrrior

Female Melusine Psychic Warrrior
Female Aquanaut
Psicrown of the Overmind
Low-mind Melusine
Overmind Melusine
Tidal Scavenger
Lauren Clark
4 Soothing the Savage Mind
76 Nightmare Eel
Cliodna Connoree
9
Psionic Racial Lineup
Molly Rodman
75 Chant Dragons
Sam Shank
56 Pearls of Elemental Power
Colby Stevenson
83 Psionic Slurg
Candis Swain
70 Shaper Achiteuthius
86 Armed Medusian
87 Zoh
Tek Koon Tan

42 Puffer Quills
Daryl Toh Liem Zhan

65 Medusian
89
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System Reference Document. Copyright 2000, Wizards of the Coast, Inc.; Authors Jonathan Tweet, Monte Cook, Skip Williams,
based on material by E. Gary Gygax and Dave Arneson.
Pathfinder RPG Core Rulebook. Copyright 2009-2012, Paizo Publishing, LLC; Author: Jason Bulmahn, based on material by
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Remarkable Races: Compendium of Unusual PC Races, Pathway to Adventure Edition. Copyright 2009, Alluria
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90
A very special thank you to all of our Kickstarter Contributers.

Without you, none of this would have been possible.
Adam Windsor
Andrew (ZenDragon)
Andrew J. Hayford
Andrew Maizels
Ben Lash
Bill Birchler
Bob Runnicles
Brian Guerrero
Carl Hatfield
Annette B
Chris Kenney
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Craig Johnston (flash_cxxi)
Curtis Edwards
Daniel Craig
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Daniyel Mills
Dark Mistress
David Corcoran, Jr.
Davin Perry
Dawn Fischer
Dean M. Perez
Douglas Limmer
Douglas Snyder
Ed Courtroul
Ed McLean
Endzeitgeist
Francois Michel
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GLNS
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James Wood
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Jeremy Wildie
Jon Moore
Joseph "UserClone" Le May
Julien A. Fraud
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Karl The Good
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Purple Duck Games
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(Southern Arizona Gamers
Association)
Scott Sutherland
Sebastian Dietz
Shana Rosenfeld
Shane O'Connor
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Stephen Hutchison
Steven Vanderburg
Tetsubo
Tom Ladegard
Z. Daniel Esgate
Zakharov "Zaksquatch" Sawyer
91
Index
Allundar
amphian
anchored (mutation)
angler orb (mutation)
apsar, avenging
apsara
aquanaut
aquanaut power list
aqueous coalescence (power)
architeuthian, shaper
arm spike (mutation)
arm tentacles (mutation)
armor (mutation descriptor)
asrai, thalassic
atomic agitation (power)
attinia (amphian crossbreed)
bestiary, psionic aquatic
Boiling Power (feat)
Bolstering Boost (feat)
bramblehide (mutation)
brill
burrowing claws (mutation)
catfish venom (posion)
cerebremancer
cetacean sonar (mutation)
chitin fists (mutation)
chitin skin (mutation)
chromatophore (mutation)
classes, aquatic psionic
classes, existing psionic
cnidarian (aquanaut phylum)
Collective Mind (feat)
Collective Power (feat)
common terms
control ice (power)
control water (power)
coral attunement (mutation)
coral, brain
coral, calcified skeleton
coralhide (mutation)
crab legs (mutation)
crab, cerebral
Craft Ioun Bubble (feat)
Craft Mystic Starfish (feat)
creature glyphs
crocodile jaws (mutation)
crustacean (aquanaut phylum)
current adept
darting claw (mutation)
death grip (mutation)
94
64
10, 59
25
32
64-65, 68
64-65, 69
21
48
50
70
32
30
24
11, 60
50
16
66-87
43
43
25
57, 64-65
34
32
36
28
26
27
30
18-35
19
25-26
43
43
7
50
51
25
71
71
25
27
72
43
44
67
35
26-28
37
27
27
death roll (mutation)

deep sea eyes (mutation)
demon, jormungandi
depth mastery (aquanaut ability)
disteira venom (poison)
dolphin flip (mutation)
dragon, chant
Ectoplasmic Ink (feat)
ectoplasmic net (power)
eel, nightmare
elocator
endothermic panoply (power)
entangling tendrils (mutation)
Enthralling Performance (feat)
extra arms (mutation descriptor)
Extra Arms Attack (feat)
Extra Mutation (feat)
eye stalks (mutation)
feats, psionic aquatic
feelers (mutation)
fish fins (mutation)
Fiwanar Webitari
flying fish (mutation)
Form and Family (feat)
frog, brill
grasping tongue (mutation)
Grislor
gyrostrike (power)
hammerhead (mutation)
hermit shells (mutation)
hippo sweat (mutation)
hydraulic shell (power)
hydrokenetic vortex (power)
hydrothermal tap (power)
hypersaturation field (power)
Hypnotic Eyes (feat)
icemeld (power)
Indissoluble Will (feat)
introduction
ioun bubbles
Jeeswa, hero of Telataria
jellyfloat (power)
lamian (naga crossbreed)
Lavarol
Liquefy (feat)
Liquid Body (feat)
lobster claw (mutation)
Londerak, prince
mammal (aquanaut phylum)
materials, psionic
medusians (trueform jellyfish)
melusina (melusine crossbreed)
melusine
35
33
73
23
35
28
74-75
44
51
76
36-37
51
25
44
24
45
45
30
43-46
27
33
62
33
45
77
35
62
51
33
27
28
52
52
52
52
45
52
45
6
54
60
53
16
62
45
45
28
60
28-30
57
65, 86
16
12, 61
melusine, low-mind
melusine, overmind
merfolk halfraces, psionic
merkoth
metamind
Might and Magic (feat)
Mind Venom (feat)
mindshrimp
mollusk (aquanaut phylum)
mud flippers (mutation)
mutations
mystic starfish
naga, benthic
nautilus shell (mutation)
octopus ink (mutation)
ostreopsis slime (poison)
otter nose (mutation)
Overseeing Eye (feat)
pearl, elemental air
pearl, elemental earth
pearl, elemental water
pelagic panoply (aquanaut ability)
phosphorescence (mutation)
phrenic slayer
phyla
pincer arms (mutation)
piscine (aquanaut phylum)
plesioan
poisonous slime (mutation)
power descriptions
powers, aquatic equivalents
powers, aquatic psionic
powers. notable exceptions
prestige classes
psicrown of the fool
psicrown of the overmind
psion (aquatic) power list
psion uncarnate
psion, aquatic
psionic items, aquatic
psionopod
psychic warrior, , aquatic
puffer puff (mutation)
Puffer Quills (feat)
puffer spines (mutation)
pyschic warrior (aquatic) power list
races, aquatic psionic
racial histories, psionic
reptile (aquanaut phylum)
reptilian claws (mutation)
78
79
16
13, 62
36-37
46
46
80
30-32
35
22, 25-35
55
14, 63
30
31
26
29
46
56
56
57
23
25
36-37
25-35
28
32-34
82
26
50-53
47
47
47
36-41
57
57
49
36-37
19
54
81
20
33
46
34
49
9-17
59-65
34-35
35
reptohide (mutation)
scaly (mutation)
scoot (mutation)
seafolk half-breeds, psionic
seal fur (mutation)
seal teeth (mutation)
shark bite (mutation)
shark incarnate
sharkskin (mutation)
shell (mutation descriptor)
shellskin (mutation)
shoot spine (mutation)
slippery slime (mutation)
slipstream (power)
slurg
slurg, psionic
snake bite (mutation)
snell
soul knife, aquatic
splash (power)
sticky slime (mutation)
stinging polyps (mutation)
sucker feet (mutation)
synaptic murk (power)
Tail of Tales (feat)
Talashakar
Talented Tentacles (feat)
tentacle arm (mutation)
thrallherd
tidal scavenger
transpose mutation (aquanaut)
trident, talashaku
trueform, jellyfish
Truthseer (feat)
turtle shell (mutation)
undersea power lists
urchin fist (mutation)
urchin quills (mutation)
vital statistics
walrus tusks (mutation)
warmind
water blast (mutation)
water jet (mutation)
Weapon of Ice (feat)
whale blubber (mutation)
whirlpool blast (power)
wilder (aquatic) power list
wilder, aquatic
zef
zoh
35
34
28
16
29
29
34
40
34
24
31
26
31
53
65, 83
83
35
84
19
53
31
26
32
53
46
63
46
32
36-37
85
23
57
86
46
35
48-49
26
26
17
29
36-37
30
32
46
30
53
49
20
15, 63
87
95
When the tide ebbs away askew,
And sands of beach and time have flew,

When rushing waters were all you fought,
Recall it is all just waves of thought.
96

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ALP-CS02:

Role Playing Game Supplement

Artistic Director & Layout: Tim Adams

Chapter 1: Aquatic Psionics

Chapter 2: Psionic Aquatic Races

Chapter 6: Psionic Sea Bestiary

Introduction to Psionic Sea Monsters .... 67

Appendix 1: Psionic Aquatic Monsters . 88

Chapter 3: Undersea Psionic Classes 18

Chapter 4: The Gifted Sea

Chapter 5: Cerulean SeasPsionics

Soothing the Savage Mind

hen the World was Young,...

We began the project by focusing on the new

Using This Book

Feykith: Any variety of water fey

The Will and the Wave

Aquatic Psionic Races

All know that the sea is teeming with rich

Of the merfolk species, the amphian and the

Like clownfish, the amphians share a special kinship with

and generally adopt the names

Society: Melusine society is structured largely on gender

merkoth may travel thousands of miles to disperse the eggs

BENTHIC NAGA RACIAL TRAITS

Male and female nagas are considered equals, and are

Society: Zefs are mollusks, and like many of this category

Racial Buoyancy -20; Depth Tolerance: 2,400 feet

Psionic Seafolk Halfbreeds

Common Name: Lamian

TABLE 2-4: BUOYANCY & DEPTH TOLERANCE

Below are the vital statistics for the psionic races

TABLE 2-1: RANDOM STARTING AGE

TABLE 2-2: AGING EFFECTS

TABLE 2-3: RANDOM HEIGHT /LENGTH

Male Merkoth Psychic Warrior

Aquatic Psionic Classes

Existing Psionic Classes

Psions, Soul Knives, and Wilders

The general psion and most specialists will

WILDERS IN THE CERULEAN SEAS

TABLE 3-1: THE AQUANAUT

Pelagic panoply (+2)

1st phylum, Phylum empathy,

Pelagic panoply (+3)

Pelagic panoply (+4)

Mutations (Ex): The aquanauts primary arsenal

Some mutations have specific descriptors which

In areas where psionics do not work (such as a

can be traded upon obtaining a new level, and only

SPECIAL MUTATION DESCRIPTORS

characters current ability score and divide the

Coralhide [armor] [hide]

Poisonous Slime [poison] [slime]

In addition, due to the stickiness of the ooze, the

Stinging Polyps [poison]

that are immune or resistant to poison are immune

Chitin Skin [armor] [hide]

Hermit Shell [hide] [shell]

Pincer Arm [extra arm]