Uperpowered Estiary: Boleth To Yclops

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Superpowered Bestiary

Aboleth to Cyclops
By Jacob E. Blackmon
Introduction
In June of 2007, I began converting monsters from the 3rd Edition fantasy campaign to 2nd Edition M&M.
These conversions were well-received and many clamored for not only more conversions, but for a .pdf
compilation of these creatures. When the 3rd Edition of M&M was released, a new set of converted creatures
found their way to the M&M forums, only to receive similar – if not greater – attention and desire for a
compilation.
Your desire for a compiled book of monsters did not go unheard. For years, I have honed the converted
builds of these creatures to remain true to their original source material, while maintaining the fast-and-free
file
play style that M&M has to offer. I hope that this – and the future compilations to follow – will provide fans
of the most popular superhero roleplaying game with many hours of enjoyment, both on and off the table.
I want to give special thanks to all of my fans and fellow converters on the Atomic Think Tank, my role-
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playing group for not hurting me when I whip one of these monsters out, and my friends for encouraging
me to get this done.
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I also want to thank M.N. Curlee for filling in on some of the art. I did my best to draw everything myself,
but there are simply too many monsters for me to have done it all myself. Thank you, Marc!
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Table of Contents
A
Aboleth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Behir . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Allip . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Bison . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Angel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Blink Dog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Ankheg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Boar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Ant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Bodak . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Ape . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Bulette . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Aranea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 C
Archon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Camel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Assassin Vine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Cat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
B Centaur . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Baboon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Centipede . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Badger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Cheetah . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Barghest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Chimera . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Basilisk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Cloaker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Bat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Cockatrice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Bear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Couatl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Bebilith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Crocodile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Beetle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Cyclops . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

2
Aboleth PL8 Offense
Strength 4, Stamina 4, Agility 2, Dexterity 2 Initiative +6
Fighting 4, Intellect 2, Awareness 3, Presence 3 Mind Control Perception (Ranged, Affliction 6)
Mucus Cloud Area (Close, Affliction 5)
Powers
Tentacle +6 (Close, Damage 6 plus Affliction 5)
Aberration Senses: Senses 2 (Darkvision) – 2 points
Unarmed +6 (Close, Damage 4)
Aquatic: Immunity 3 (Cold, Drowning, High
Pressure), Movement 1 (Environmental Adaptation Defense
[underwater]) – 5 points
Dodge 0, Parry 2, Toughness 6
Fast Swimmer: Enhanced Athletics 8 (Limited to
Fortitude 6, Will 9
Swimming), Swimming 3 (16 mph) – 5 points
Giant Body: Growth 8 (Innate, Permanent; -4 active Power Points
defenses included) – 17 points Abilities 16 + Advantages 5 + Defenses 12 + Powers
Mental Powers: Array (25 points) 97 + Skills 13 = 143 Total
Mental Illusion: Illusion 5 (all senses; Resisted
by Will, Selective) – 25 points Complications
Mind Control: Perception Range Affliction 6 Aquatic: An aboleth requires water to survive. If
(Dazed / Compelled / Controlled; Resisted by removed from water, an aboleth is Defenseless and
Will; Cumulative) – 1 point Immobilized and begins to suffocate.
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Mucus Cloud: Burst Area Affliction 5 (Hindered / Motivation: Aboleths seeks to conquer the world
Immobilized / Transformed [air-breather into water- and rule all mortal life.
breather]; Resisted by Fortitude; Reaction [when
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Prejudice: Aboleths believe they are superior to all


air-breathing target enters area of cloud]) – 25 points
other mortal creatures.
Slime-Covered Tentacle: Strength-Based Damage
I
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2 (Reach 2); Linked Affliction 5 (Stamina Impaired magine a shark.


This creature is the perfect predator; swimming
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/ Stamina Disabled / Transformed [into aquatic


creature; target gains “Aquatic” Powers listed above through the ocean, using its finely-tuned senses to
and “Aquatic” Disability listed below]; Resisted by
Fortitude; Reach 2) – 13 points
Tentacles: Extra Limb 2 – 2 points
Thick Skin: Protection 2 – 2 points
Advantages
Favored Environment
(Underwater),
Improved Initiative,
Languages
2 (Aquan,

Undercommon
[Aboleth is native]),
Ritualist
Skills
Athletics 0 (+4, +12 swimming),
Close Combat (unarmed) 2 (+6),
Deception 6 (+9), Expertise (Magic) 6 (+8),
Intimidation 6 (+13), Perception 6 (+9)
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track down potential food. It is an apex predator; into creature that need to be constantly wet; forcing
existing at the top of the food chain. land-dwelling beings into the water. Furthermore,
Imagine a shark that could think. anyone who inhales this slime is again transformed
Imagine this same creature possessing a mind so into a creature that needs water to breathe.
keen and wicked that it could hone its will and force Besides their physical traits, aboleths have ancient minds
others to succumb to its very thoughts. with vast mental powers. They often hone their powers
This creature is called an aboleth. towards controlling the minds of others; transforming
Aboleths appear to be massive fish-like creatures them into slaves to serve the lazy aberrations.
with a trio of eyes and two pairs of long, manipulative All of these physical and mental traits are the
tentacles. These creatures measure over 20 feet long result of millions of years of collected power with
and weigh 6,500 pounds. Their bodies produce a foul- the aboleths. They claim to be older than any other
smelling slime that permeates the water surrounding mortal race and some even dare to be older than the
them at all times. This slime can be dangerous gods themselves. Aboleths have kingdoms in the
to creature that come in contact with it. Aboleths depths of the ocean and even in the sunless lakes
use this slime to create slaves from land-dwelling and seas found underground. Many of these areas
creatures. And keep them bound to their service. The have structures that are millions of years old, giving
slime has the ability to transform those it touches strength to the boasts of the aboleths.

Skum Offense
(PL 4; Minion Rank 4; Sidekick Initiative +2
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Rank 10) Bite/Claw +2 (Close, Damage 3)
Strength 2, Stamina 3, Agility 2, Dexterity 2 Trident +2 (Close, Damage 5)
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Fighting 2, Intellect 1, Awareness 1, Presence 0 Unarmed +2 (Close, Damage 2)


Defense
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Powers
Dodge 3, Parry 3, Toughness 3
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Aquatic: Immunity 3 (Cold, Drowning, High


Pressure), Movement 1 (Environmental Adaptation Fortitude 3, Will 2
[underwater]) – 5 points Power Points
Aquatic Senses: Senses 2 (Darkvision) – 2 points Abilities 26 + Advantages 2 + Defenses 3 + Powers
Fast Swimmer: Enhanced Athletics 8 (Limited to 15 + Skills 2 = 48 Total
Swimming), Swimming 3 (16 mph) – 5 points
Complications
Natural Weapons (Bite and Claws): Strength-
Based Damage 1 – 1 point Infamy: Skum are known to be the servants of the
Sneaky Swimmer: Enhanced Skills 8 (Perception aboleths.
4, Stealth 4); Limited to underwater – 2 points Prejudice: Skum appear to be monstrous
humanoids; combining the physical characteristics
Equipment of humanoids and fish. They are loathed by other
Trident: Strength-Based Damage 3 – 3 points humanoid races.

Advantages
Equipment 1, Language 1 (Undercommon [Aboleth
M any aboleths will have a number of Skum
as minions to do their bidding. These
wretched beings are evolved from humanoids
is native]) that were transformed ages ago into a slave race
for the aboleths. They obey their aquatic masters
Skills
without question. Unlike the aboleths, the skum are
Athletics 0 (+2, +10 swimming), Intimidation 2 amphibious; being able to move freely outside of
(+2), Perception 2 (+3, +7 in water), Stealth 0 (+2, the water. As such, they enact their masters’ plan
+6 in water) outside of their native environment.

4
Allip PL4
Strength --, Stamina --, Agility 2, Dexterity 3
A llips are terrifying undead creatures that come
into existence when a living creature dies while
suffering a terrible form of insanity. This insanity
Fighting 3, Intellect 1, Awareness 1, Presence 3 continues to afflict the allip in its undead state, acting
as a curse that causes it to seek out living creatures
Powers and inflict their madness upon them.
Babble: Burst Area Affliction 3 (Dazed / An allip appears to be a wraith-like creature
Defenseless; Resisted by Will; Area 2 [60-ft. radius], composed of soot-colored smoke. It has a vaguely
Hearing Sense-Dependent, Limited to Two Degrees, humanoid form that appears to be torn. This form
Reaction [when sane target enters area]) – 12 points is a reflection of its torn sanity; its undead nature
Incorporeal: Immunity 2 (Critical Hits), Insubstantial reflecting the insanity that destroyed the creature in
4 (affected by magic; Innate, Permanent) – 22 points life. The presence of an allip is often accompanied
Levitation: Flight 1 (4 mph; Subtle) – 3 points by a constant wailing of terror and insane gibbering.
Madness: Weaken Wisdom 3 (Resisted by Will;
Reaction [when anyone attempts to target the allip
using Mental Powers) – 12 points
Touch of Insanity: Weaken Wisdom 3 (Resisted by
Will; Affects Corporeal); Linked Healing 3 (Limited
to self only) – 9 points
Undead Resilience: Protection 3 – 3 points
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Undead Senses: Senses 2 (Darkvision) – 2 points
Undead Traits: Immunity 30 (Fortitude Effects) –
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30 points
Advantages
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Improved Initiative
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Skills
Intimidation 4 (+7), Perception 4 (+5), Stealth 4 (+6)
Offense
Initiative +6
Babble Area (Close, Affliction 3)
Touch of Insanity +3 (Close, Weaken 3)
Defense
Dodge 3, Parry 4, Toughness 3
Fortitude Immune, Will 5
Power Points
Abilities 6 + Advantages 1 + Defenses 6 + Powers
93 + Skills 6 = 112 Total
Complications
Infamy: Allips are undead and, as such, are feared
and reviled.
Obsession: Allips exist only to drive living creatures
insane.

5
Angel
have turned to evil. Demons are in no way related
to angels, being formed whole-cloth from the chaos
and strife of the Abyss.
Angels are the servants of the gods of goodness. They The appearance of angels varies widely. On the
do not concern themselves with the petty squabbles of celestial planes in which they inhabit, angels have
order and anarchy, seeking to only serve goodness for unusual forms. These forms can include flocks of one
the sake of good. These beings are unquestioning in hundred wings attached to no particular thing, hoops of
their service, performing whatever deed their divine fire, six-winged beings with multiple heads including
masters set upon them with utter loyalty. Some may cherubs, lions, and other such appearances. When
think angles cruel in some of their deeds, which an angel appears to a mortal, they often take a form
has included the slaying of innocent beings and the that mortals can understand; usually as an incredibly
destruction of cities. But in all of these instances, it beautiful humanoid creature with massive wings. Their
has been done to serve the greater good for a long- forms can appear male or female, based on the whim
term goal of one god or another. of the individual angel or the god they serve. Some use
Angels are among the eldest beings of the universe. strictly male forms, while others are strictly female.
They were created to act as the servants of the good Some angels combine the appearance of both or none;
deities before the creation of mortals. Indeed, these assuming an androgynous or sexless appearance.
celestial outsiders predate the creation of even Besides the gods themselves, angels are among
demons and devils. Devils are fallen angels who the most powerful being in the universe; often far
stronger than their devil or demon counterparts. The
fiendish outsiders are aware of this
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fact and will rarely face an angel
unless they can assure a victory.
As powerful as they are, angels
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should never be considered as minions;


they are always heroic in scale.
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Large groups of angels are referred


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to as “choirs.”
Inspiration for Angels
Recommended Films: Constantine (2005),
directed by Francis Lawrence
Dogma (1999), directed by Kevin Smith
Legion (2009) directed by Scott Charles Stewart
Prophecy (1995), directed by Gregory Widen
Recommended Reading: A Dictionary of Angels,
by Gustav Davidson
Recommended Television: Supernatural, created
by Erik Kripke

Angel, Astral Deva PL10


Strength 5, Stamina 4, Agility 3, Dexterity 3
Fighting 7, Intellect 3, Awareness 3, Presence 4
Powers
Angelic Body: Immunity 15 (Aging, Corrosive
Damage, Cold Damage, Petrification, Sleep,
Starvation and Thirst), Impervious Toughness 5,
Protection 3 – 23 points

6
Angelic Senses: Senses 8 (Darkvision, Detect Evil Blade Barrier Area (Ranged, Multiattack Damage 5)
Presences [acute, ranged mental sense], Low-Light Holy Smite Area (Ranged, Damage 5 plus Affliction 5)
Vision, Vision [counters invisibility]) – 8 points Holy Word Area (Close, Affliction 7)
Celestial Powers: Array (20 points) Unarmed +7 (Close, Damage 5)
Blade Barrier: Ranged Shapeable Area
Warhammer +9 (Close, Damage 8 plus Affliction 7)
Multiattack Damage 5 – 20 points
Continual Flame: Environment (light) – 1 point Defense
Dispel Magic: Nullify Magic 5 (Broad,
Dodge 8, Parry 12, Toughness 7 (Impervious 5)
Simultaneous) – 1 point
Exorcism: Nullify Mind Control and Summoning Fortitude 9, Will 8
6 (Broad, Simultaneous) – 1 point Power Points
Heal: Healing 5 (Energizing, Restorative) – 1
point Abilities 64 + Advantages 5 + Defenses 20 + Powers
Holy Smite: Ranged Burst Area Damage 5 (Limited 95 + Skills 30 = 214 Total
to Supernatural Evil Creatures); Linked Ranged Complications
Burst Area Affliction 5 (Impaired / Disabled /
Unaware; Resisted by Will; Cumulative, Limited Enemy: Angels are the enemies of demons, devils,
to Supernatural Evil Creatures, Limited to Visual and the agents of evil wherever they are found.
Senses) – 1 point Honor: An angel will always keep her word, uphold
Holy Word: Burst Area Affliction 7 (Hindered and the good, and is never underhanded.
Impaired / Disabled and Immobilized / Paralyzed Motivation: Angels seek to perform good deeds
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and Unaware; Resisted by Will; Extra Condition, wherever they go. Sometimes, what they do is for
Limited to Supernatural Evil Creatures, Hearing the “greater good,” despite seeming to be cruel.
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Sense-Dependent) – 1 point Power Loss: Impervious Toughness; not vs. attacks


Invisibility: Visual Concealment 4 – 1 point with the unholy descriptor.
Plane Shift: Movement 3 (Dimensional Travel 3)
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Responsibility: Angels are required to provide aid to good-


– 1 point
hearted folks and uphold the cause of their patron deity.
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Change Shape: Morph 3 (humanoid forms) – 15 points


Disrupting Warhammer: Strength-Based Damage
3; Linked Affliction 7 (Dazed / Stunned; Resisted
A stral devas like to watch over powerful mortals
and steer them towards good causes. They serve as
guardians for planar travelers and guides to mortals who
by Fortitude; Cumulative, Limited to Two Degrees);
have left their world to explore other dimensions. They
Linked Weaken Toughness 3 (Resisted by Fortitude;
tend to left mortals discover things on their own, trying
Affects Objects, Limited to Undead); Easily
to interfere as little as possible.
Removable (-3 points) – 10 points
Gods will often create astral devas from the souls
Truespeech: Comprehend 4 (Languages) – 8 points of powerful good mortals, which may explain why
Wings: Flight 3 (16 mph; Wings) – 3 points these creatures live to serve as custodians to mortals.
An astral deva appears to be an incredibly beautiful
Advantages
humanoid creature with flowing robes and large,
Improved Initiative, Languages 2 (Draconic, Infernal white-feathered wings. These creatures stand over 7
[Celestial is native]), Power Attack, Takedown feet tall and weigh 250 pounds.
Skills Angel, Planetar PL13
Acrobatics 8 (+11), Close Combat (warhammer) 2 Strength 5, Stamina 4, Agility 3, Dexterity 4
(+9), Expertise (Religion) 8 (+11), Insight 8 (+11), Fighting 8, Intellect 4, Awareness 4, Presence 4
Intimidation 8 (+12), Perception 8 (+11), Persuasion
8 (+12), Stealth 8 (+11) Powers
Angelic Body: Immunity 15 (Aging, Corrosive Damage,
Offense
Cold Damage, Petrification, Sleep, Starvation and Thirst),
Initiative +7 Impervious Toughness 5, Protection 5 – 25 points
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