Amphibious. Xunn can breathe air & water.
Efficient Return. If Xunn's on the elemental plane of water, she can use an action to cast plane shift w/o any material components. This can only be used to target herself & to teleport to the material plane.
Mucous Cloud. While underwater, Xunn's surrounded by transformative mucus. A creature that touches Xunn or that hits her w/ a melee attack w/in 5 ft. of her must attempt a DC 14 Con saving throw, becoming diseased for 1d4 hours on a failure. The diseased creature can breathe only underwater.
Probing Telepathy. If a creature communicates telepathically w/ Xunn & she can see the creature, Xunn learns the creature’s greatest desires.
Multiattack. Xunn makes 3 Tentacle attacks.
Superior Enslavement (3/Day). Xunn targets 1 creature she can see w/in 30 ft. of her. The target must succeed on a DC 14 Wis saving throw or be magically charmed by Xunn for 1 minute. While charmed, the creature's completely under Xunn’s control & can’t take reactions, & Xunn & the target can communicate telepathically w/ each other over any distance. During this minute, if the target takes damage it can repeat the saving throw, ending the effect on a success. The effect can also be removed by remove curse or more powerful magic. If Xunn concentrates on this ability for the full duration (as though concentrating on a spell), the target's permanently charmed by Xunn. It can no longer repeat the saving throw, even if it takes damage, & the effect can only be removed by dispel evil & good, greater restoration, or more powerful magic. If made permanent in this fashion, the charm effect persists even if the creature's in an antimagic field.
Tail. Melee Weapon Attack: +9 to hit, reach 10 ft., 1 target. Hit: 15 (3d6 + 5) bludgeoning damage.
Tentacle. Melee Weapon Attack: +9 to hit, reach 10 ft., 1 target. Hit: 12 (2d6 + 5) bludgeoning damage. If the target's a creature, it must succeed on a DC 14 Con saving throw or become diseased. The disease has no effect for 1 minute & can be removed by any magic that cures disease. After 1 minute, the diseased creature’s skin becomes translucent & slimy, the creature can’t regain hp unless it is underwater, & the disease can be removed only by heal or another disease-curing spell of 6th level or higher. When the creature's outside a body of water, it takes 6 (1d12) acid damage every 10 minutes unless moisture's applied to the skin before 10 minutes've passed.
Xunn can take 3 legendary actions, choosing from the options below. Only 1 legendary action can be used at a time & only at the end of another creature’s turn. Xunn regains spent legendary actions at the start of her turn.
Jet. While underwater, Xunn moves up to her swim speed w/o provoking opportunity attacks.
Psychic Extraction (Costs 2 Actions). 1 creature charmed by Xunn takes 21 (6d6) psychic damage, & Xunn regains hp = to the damage the creature takes.
Tail Swipe. Xunn makes 1 Tail attack.
Description
Few creatures're as utterly alien as the aboleth. They possess a genetic memory, passing all they know on to their descendants, &'ve perfect recall back to their most distant ancestor. Upon dying, aboleths retreat to the plane of water, where they form a new body & plot revenge. Dedicated adventurers can track down & slay these fledging spirits, killing the aboleth permanently. Not so w/ Xunn. Xunn’s new body forms immediately after she's killed & her new form evolves, adapting against whatever weakness led to her death. Xunn's eternal. Xunn's the beginning, & Xunn'll be the end.
Personality. Egocentric, nihilistic, & narcissistic, Xunn believes that nothing in all of existence has value but herself, & she's destined to overthrow the gods & become the playwright of the world’s future. The actions of mortals've merit only insofar as they amuse Xunn.
Background. Xunn claims to be the 1st aboleth, the mother of their race. She was there when the gods struck down the aboleth empire & filled the world w/ the humanoid races we know today. While all aboleths remember this time, none'd claim to've been present for it. If Xunn’s claim's true, then she has watched the world grow from a fledgling soup of creatures scrabbling for survival into sprawling civilizations. She's, in a word, primeval. In the early days of humanoids, Xunn exerted her will on the peoples of the world as most aboleths do: working toward modest schemes to expand her territory, taking care of pesky adventurers, & enjoying a snack now & again. Then, 1000s of years ago, she vanished beneath the ocean waves. She has been unseen & unheard since, even by her own kind. Until now.
Goals & Motivations. Xunn wants to displace the gods as the masters of the world. She doesn’t want to kill them—she wants to become so powerful she doesn’t have to. Her ultimate goal's the perfection of her physical form, the honing of her mind, & the development of a psychic amplifier that'll extend her reach to the entire material plane. She also wants to build an orbiting satellite base in the skies above the world, to better watch over her playthings. They’re accustomed to following orders from on high, after all.
Introducing the Villain. Xunn’s 1st scheme provides a built-in hook: the massive earthquake that devastates coastal cities on all sides of an ocean. If the party doesn’t get the hint that they should investigate, you can accompany this w/ omens & visions to clerics, paladins, & druids. The gods may not know the true significance of what's occurring, but they know enough to be concerned. Failing that, the rumors of future schemes should eventually entice the party to investigate. & if all that fails to lure them in, they won’t be able ignore Xunn’s penultimate scheme that raises her lair into a satellite high above the wretched mortals below.
Power. Xunn has 2 primary means of becoming more powerful. The 1st's typical of villains w/ lots of minions: she gains power as she completes her schemes & gains access to stronger groups of minions to send into the world. The 2nd's her personal power, which leaps forward each time she's killed. The 1st table details the # of “offensive adaptations” she has as her power progresses. Xunn’s power takes longer to advance to the next tier than most villains, but the effects're more substantial. This can lead to an unpleasant surprise for a party that isn’t aware she has acquired stronger minions & new powers. Each time Xunn's killed, refer to the Defensive Adaptation table & find the “Killed By” entry that most closely matches the killing blow. Events that happen during the fight don’t matter, only the strike that finally takes Xunn to 0 hp. If there're multiple eligible options you can choose 1 or pick randomly, but only 1 of them evolves at a time. If 1 of the eligible options is a “greater adaptation,” you must choose that 1. In case Xunn's slain by something not on the table, you should come up w/ your own adaptation. It's crucial that the same trick doesn't work twice. The results that cause brain damage (the “greater adaptations”) are listed 1st on the Defensive Adaptation table, as these're essential to defeating Xunn. Finally, each defensive adaptation also increases Xunn’s max hp, by 30 (4d10+8) for a greater adaptation, & by 15 (2d10+4) for a lesser adaptation. When Xunn's killed by the party, she gains 3 Power. When Xunn's killed by someone other than the party, she gains 1 Power. When someone else kills Xunn, choose a lesser defensive adaptation that you feel's appropriate, or determine it randomly. Xunn never gains a greater defensive adaptation from being killed by anyone other than the party. Xunn also gains 5 Power from stealing the heart of a storm giant, 3 power from activating the eidolons, 5 power from collecting the scales of every type of dragon, 4 Power from retrieving the skull of 1 of the 1st humanoids & 5 Power from raising her lair to the sky. These increases're cumulative. Offensive Adaptations're chosen when Xunn reaches the next level of Power, as well as when she finishes certain schemes. These changes modify her stats substantially; it's recommended you make a copy of her stat block either on paper or digitally so you can easily edit it & keep track of her current abilities. All adaptations're permanent, & Xunn can never lose an adaptation under any circumstances. Though some of them seem magical, they continue to function in an antimagic field. Unsure of which offensive adaptations to choose? Look to which party members're most effective in fights against Xunn. Devour Magic helps Xunn deal w/ spellcasters & powerful effects like hold monster or wall of force. Mobile & long-ranged characters're stymied by Thresher Tail’s high mobility & stunning potential. If the party has a paladin, pick Paragon Aboleth for a DC increase that helps mitigate the saving throw bonus provided by the paladin’s aura. Rupture Psyche's powerful against parties that don’t have many Cha-based spellcasters, & Brainlash gives Xunn a powerful tool against barbarians, rogues, & fighters. Finally, if the party engages Xunn above water often, Aerial Evolution gives her the upper hand. Xunn's incredibly cunning, so unless your party's really struggling, you should pick whatever'll give her the greatest advantage against the party. Xunn’s new abilities mean she quickly becomes a greater threat than her CR of 10 suggests. The party should earn more XP for defeating her as she evolves, so for every 2 adaptations she develops (defensive or offensive), increase her CR by 1.
|
POWER |
OFFENSIVE ADAPTATIONS |
|
0-9 |
0 |
|
10-19 |
2 |
|
20-29 |
3 |
|
30-39 |
4 |
|
40-49 |
6 |
|
50+ |
8 |
|
KILLED BY |
DEFENSIVE ADAPTATION |
|
Critical hit |
Greater Adaptation – Cranial Plating Xunn’s skull hardens, & any crits scored against her are instead treated as a normal hit. The denser bone inhibits some of her psychic abilities, causing brain damage. |
|
Psychic |
Greater Adaptation – Synaptic Shielding Synapses in Xunn’s brain fuse, granting her immunity to psychic damage. The fused synapses threaten to render an entire section of her mind inert. This causes brain damage. |
|
Poison |
Greater Adaptation – Blood Filtration Fibrous membranes form in Xunn’s circulatory system, filtering out poisons & giving her immunity to poison damage. Unfortunately, it also hinders circulation of blood to her brain, causing brain damage. |
|
Necrotic |
Greater Adaptation – Biocurative Tissue Xunn’s blood develops a natural antiphage & she becomes immune to necrotic damage. This antiphage has a slight numbing effect on her mind, like she’s permanently on anesthetic. This causes brain damage. |
|
Acid, cold, fire, lightning, or thunder |
Lesser Adaptation – Chromatic Plates Xunn’s scales reshape & adapt, developing a multichromatic hue. She gains resistance to all 5 damage types listed here. |
|
Force or radiant |
Lesser Adaptation – Glimmering Shield Xunn’s body creates subdermal warding that appears as glowing glyphs faintly visible thru her skin. She gains resistance to radiant & force damage. |
|
Bludgeoning, piercing, or slashing |
Lesser Adaptation – Resilient Musculature Xunn’s muscles develop a durable outer layer, protecting her vital organs & limiting blood loss. She gains resistance to bludgeoning, piercing, & slashing. |
|
A specific spell |
Lesser Adaptation – Arcane Nephrons Xunn develops a gland that produces a liquid w/ specialized antimagic properties. She becomes completely immune to the spell that killed her. She can gain this adaptation multiple times. |
|
Melee weapon or spell attack |
Lesser Adaptation – Pneumatic Quills Cartilaginous scales & razor spines w/ explosive glands develop on Xunn’s exterior, granting her a +4 bonus to AC & a new trait: Coat of Quills. Whenever a creature w/in 5 ft. of Xunn hits her w/ a melee attack, that creature takes 10 (3d6) piercing damage &’s pushed 10 ft. away from Xunn. |
|
Ranged weapon or spell attack |
Lesser Adaptation – Deflective Projection Xunn exudes an aura of entropy from a new organ near her heart. She gains a new reaction: Aggressive Response. When Xunn’d be hit by a ranged attack from a weapon or spell, she can use her reaction to teleport to the closest unoccupied space w/in 5 ft. of the attacker, causing the attack to miss, & immediately make a Tail attack against the attacker. |
|
Invisible or hidden attacker |
Lesser Adaptation – Tertiary Cornea Xunn augments her eyes w/ supplementary lenses that grant her truesight w/ a range of 120 ft., & grows psychic antennae that help her detect the presence of nearby creatures, giving her a new trait: Psychic Antennae. Xunn gains advantage on all Perception checks, increasing her passive Perception to 25, & she can use a bonus action to make a Perception check as though she had rolled a 20, for a total result of 30. |
|
Incapacitated, paralyzed, restrained, or stunned when killed |
Lesser Adaptation – Lubricated Scales New glands in Xunn’s skin secrete a potent chemical that provides nonmagical benefits akin to the spell freedom of movement. She gains a new trait: Unstoppable. Xunn’s immune to being incapacitated, paralyzed, restrained, or stunned, & magic can’t reduce her movement speed. Additionally, she can spend 5 ft. of movement to escape from nonmagical restraints of any kind. |
|
OFFENSIVE ADAPTATION |
BENEFIT |
|
Thresher Tail |
Xunn’s swim speed increases to 90ft., her Tail attack’s improved, & she can make a Tail attack as a bonus action once on each of her turns: Tail. Melee Weapon Attack: +9 to hit, reach 10 ft., 1 target. Hit: 15 (3d6 + 5) bludgeoning damage + 11 (2d10) thunder damage & the target must succeed on a DC 14 Con saving throw or be stunned until the end of its next turn. On a success, the creature isn’t stunned, but suffers disadvantage on all attack rolls & ability checks until the end of its next turn. |
|
Rupture Psyche |
Xunn gains a new ability: Rupture Psyche (Recharge 6). Xunn targets all creatures she can see w/in 120 ft. The targets must succeed on a DC 14 Cha saving throw or’ve their personalities torn apart. On a failure, targets take 28 (8d6) psychic damage & can see & hear as though they occupy Xunn’s space. They’re blinded & deafened to their own senses during this effect. Until the effect ends, if Xunn can see their bodies, they can move at half speed w/ no risk of going in the wrong direction, or full speed in a random direction. They’ve disadvantage on attack rolls, ability checks, & saving throws. If Xunn can’t see their bodies, they must move in a random direction & any action they take’re made in a random direction as well, including attacks & spells, targeting the 1st creature in their path. This effect lasts for 1 minute, w/ the targets repeating the saving throw at the end of each of their turns & ending the effect on a success. It can also be removed by remove curse or more powerful magic. |
|
Doom Gaze |
Xunn gains a new ability: Doom Gaze (Recharges after a Long Rest). Xunn’s eyes flash green as she emits 3 disintegrating rays. Each ray must target a different creature or object she can see w/in 60 ft. Each target must succeed on a DC 14 Dex saving throw, taking 75 (10d6+40) force damage on a failure, or no damage on a success. A creature reduced to 0 hp by this damage’s disintegrated. These beams automatically destroy large or smaller creations of magical force & nonmagical objects & destroy a 10-ft. cube of anything bigger. |
|
Aerial Evolution |
Xunn grows winged fins & a magical airbladder. She gains a 50-ft. fly speed that she can only use while not underwater. She also gains the Flyby Attack trait & a Breath Weapon ability, both of which’re also only usable out of water. Flyby Attack. When Xunn attacks a creature, she doesn’t provoke opportunity attacks from that creature for the rest of the turn, even if her attack misses. These only functions when she moves w/ her fly speed. Breath Weapon (Recharge 4–6). When not underwater, Xunn can spew forth a blast of acidic mucus in a 40-ft. cone. Creatures in the cone must succeed on a DC 14 Dex saving throw or take 35 (10d6) acid damage, or half as much on a success. Creatures that fail their saving throw’re coated in the sticky acid &’ve their speed reduced to 0 until the end of their next turn. |
|
Paragon Aboleth |
Xunn gains proficiency in Str, Dex, & Cha saving throws (a +4 bonus) & her Wis becomes 22, increasing the saving throw DC for all of her abilities from 14 to 18. |
|
Prodigious Telekinesis |
A new lobe grows in Xunn’s brain, greatly enhancing her telekinetic abilities. She gains a new trait: Rapid Telekinesis. Xunn can telekinetically manipulate unattended objects w/in 60ft. of her. As a bonus action, she can focus her telekinesis on a creature she can see w/in 60 ft. The target must succeed on a DC 14 Str saving throw or be restrained for as long as Xunn maintains concentration (as though concentrating on a spell). The target can use an action to repeat the saving throw, freeing itself on a success. |
|
Brutal Hunter |
Xunn’s Str becomes 26, giving her a +3 increase to attack & damage rolls w/ her melee attacks. She also gains the Blood Frenzy trait. Blood Frenzy. Xunn has advantage on melee attack rolls against any creature that doesn’t have all its hp. |
|
Brainlash |
Bony protrusions covered in arcane runes emerge from Xunn’s tentacles. She gains a new attack that she can use in place of Tentacle attacks when she uses Multiattack, making up to 3 Brainlash attacks instead. Brainlash. Melee Weapon Attack: +9 to hit, reach 10 ft., 1 creature. Hit: 10 (3d6) psychic damage & the target must succeed on a DC 14 Wis saving throw or use its reaction to make 1 weapon attack or cast a cantrip of Xunn’s choice against a target of Xunn’s choice. |
|
Devour Magic |
Xunn’s teeth’re infused w/ magically resonant enamel. She gains a new trait & a new ability: Arcane Discord. When Xunn starts her turn, she may lose 22 (4d10) hp to end all ongoing spell effects of 5 level or lower on herself & creatures w/in 60 ft. of her (no action required). Against spells of 6 level or higher, Xunn makes a Wis ability check against a DC of 10 + the spell’s level, ending the spell’s effect on a success. Consume Spell. As an action, Xunn clenches her teeth & emits a ray of antimagic. She can target 1 spell of 8 level or lower that’s affecting herself, a creature she can see, or’s present in the world (such as forcecage). That spell ends, & Xunn gains temporary hp = to 5 times the level of the spell. |
Lair and Lair Actions
Lair Effects
Xunn’s lair is unnatural, & it wears on the minds of humanoids. If the party takes a short rest in or near Xunn’s lair, they must succeed on a DC 14 Wis saving throw or suffer 1 level of exhaustion at the end of that short rest. A party that takes a long rest here can’t recover from exhaustion by resting, & must make the same saving throw, but they suffer 2 levels of exhaustion on a failure or 1 on a success. Both of these effects apply even if the party uses a spell like magnificent mansion, but characters in an extradimensional space make their saving throws w/ advantage.
Furthermore, aberrations & ancient eidolons in Xunn’s lair can move thru spaces as narrow as 5 ft. wide w/o squeezing, regardless of their size, & can move thru the spaces of hostile creatures (but can't end their movement there). They sidestep thru an extra dimension of space, appearing to blink in & out of existence or take on a distorted appearance for a few moments. They still provoke opportunity attacks as normal.
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