Vampiric Count of Dreadfulness

Legendary Resistance (3/Day). If Vampiric Count fails a saving throw, it can choose to succeed instead.

Turn Persistence. Vampiric Count is immune to effects that turn undead unless the Icons or The Holy Symbol was used to turn him. Vampiric Count has advantage on saving throws against any effect that turns undead.

Blood Frenzy. Vampiric Count has advantage on melee attack rolls against any creature that doesn't have all its hit points.

Spider Climb. Vampiric Count can climb difficult surfaces, including upside down on ceilings, without having to make an ability check.

Regeneration. Vampiric Count regains 45 hit points at the start of its turn if it has at least 1 hit point and isn’t in running water or sunlight. If it takes radiant damage or damage from holy water, this trait doesn’t function at the start of its next turn.

Dreadful Presence. Each creature of the Vampiric Count's choice that is within 120 feet of the Vampiric Count and aware of it must succeed on a DC 16 Wisdom saving throw or become frightened for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. If a creature's saving throw is successful or the effect ends for it, the creature is immune to this Vampiric Count's Dreadful Presence for the next 24 hours.

Misty Escape. Vampiric Count's connection with Dark Powers makes him truly immortal. When Vampiric Count drops to 0 hit points outside his coffin, he transforms into a cloud of mist (as in the Shapechanger trait) instead of falling unconscious or dying. While he has 0 hit points in mist form, he is immune to all effects and attacks and must immediately travel to his coffin, where he reverts to his vampire form, unconscious and paralyzed. Vampiric Count wakes with full hit points the following dusk.

Shapechanger. If Vampiric Count isn’t in running water or sunlight, they can use its action to polymorph into a Tiny bat, a dire wolf, or a Medium cloud of mist, or back into its true form. While in bat or wolf form, Vampiric Count can’t speak. In bat form, its walking speed is 5 feet, and its has a flying speed of 40 feet. In wolf form, its walking speed is 40 feet. Vampiric Count statistics, other than its size and speed, are unchanged. Anything its wearing transforms with it, but nothing it is carrying does. Vampiric Count reverts to its true form if it dies.

While in mist form, Vampiric Count can’t take any speak or manipulate objects. Vampiric Count is weightless, has a flying speed of 30 feet, can hover, and can enter a hostile creature’s space and stop there. In addition, if air can pass through a space, the mist can do so without squeezing, and it can’t pass through water. Vampiric Count has advantage on Strength, Dexterity, and Constitution saving throws, and it is immune to all nonmagical damage, except the damage it takes from sunlight.

Vampire Weaknesses. Vampiric Count has the following flaws:

• Forbiddance. Vampiric Count can’t enter a residence without an invitation from one of the occupants.
• Harmed by Running Water. Vampiric Count takes 20 acid damage if it ends its turn in running water.
• Stake to the Heart. If a piercing weapon made of wood is driven into Vampiric Count's heart while it is incapacitated in its coffin, it is paralyzed until the stake is removed.
• Sunlight Hypersensitivity. While in sunlight, Vampiric Count takes 20 radiant damage at the start of its turn, and it has disadvantage on attack rolls and ability checks. Note: If the Heart is still activate this weaknesses is negated.

Spellcasting. Vampiric Count is a 10th-level spellcaster. Its spellcasting ability is Intelligence (spell save DC 18, +10 to hit with spell attacks). It has the following spells prepared:

• Cantrips (at will): Mage Hand, Mind Sliver, Toll the Dead, Prestidigitation, Message, Dancing Lights, Mold Earth, Thunderclap, Produce Flame, Sapping Sting, Thaumaturgy
• 1st level (5 slots): Comprehend Languages, Unseen Servant, Sleep, Silvery Barbs, Chaos Bolt, Command, Compelled Duel, Dissonant Whisper, Bane, Ice Knife, Inflict Wounds, Magnify Gravity, Ray of Sickness, Shield, Zephyr Strike
• 2nd level (4 slots): Antagonize, Tasha's Mind Whip, Crown of Madness, Mirror Image, Hold Person, Blur, Enthrall, Heat Metal, Mind Spike, Misty Step, Ray of Enfeeblement, Shatter, Wrack
• 3rd level (4 slots): Fireball, Counterspell, Summon Shadowspawn, Blink, Catnap, Haste, Hypnotic Pattern, Incite Greed, Lighting Bolt, Suffocate, Summon Undead
• 4th level (3 slots): Blight, Greater Invisibility, Vitriolic Sphere, Cloud of Daggers, Elemental Bane, Find Greater Steed, Ice Storm, Locate Creature, Phantasmal Killer, Shadow of Moil, Spirit of Death
• 5th level (3 slot): Animate Objects, Enervation, Synaptic Static, Cloud Kill, Contagion, Creation, Danse Macabre, Flame Strike, Hallow, Infernal Calling, Magic Mirror, Mislead, Modify Memory, Negative Energy Flood, Passwall, Seeming, Steel Wind Strike, Temporal Shunt

At-Will Spells. The following spells is the pool of spell that the Vampiric Count can choose from that it can cast at will. If the spell requires concentration, it follows the normal rules for maintaining concentration. The level of the spell cannot be changed. Vampiric Count can cast a total of 6/Day from the pool of spells and it resets at Sunset:

• Base Spell Level: Detect Magic, Animal Messenger, Compulsion, Control Winds, Destructive Wave, Scrying, Far Step, Fire Shield, Consume Mind, Freedom of the Waves, Gaseous Form, Grasping Vine, Immolation, Pass without Trace, Sending, Suggestion, Telepathic Bond, Wall of (Fire, Force, Light, Sand, Stone, Water)
• 2nd Spell Level: Absorb Elements,  Arms of Hadar, Charm Person, Fog Cloud, Burning Hands, Scorching Ray, Vortex Warp, Wither and Bloom
• 3rd Spell Level: Blindness/Deafness, Catapult, Dust Devil, Flock of Familiars, Call Lighting, Motivational Speech
• 4th Spell Level: Animate Dead, Cause Fear, Darkness, Erupting Earth, Fast Friends, Glyph of Warding
• 5th Spell Level: Bestow Curse, Confusion, Dominate Beast, Dominate Person, Dream, Pulse Wave, Storm Sphere

Vampyr Form. When the Vampiric Count is at or has fewer than 1/3 of his hit points remaining, he may immediately polymorphs into a Large Monstrous form. His statistics, other than his size and speed, are unchanged. Anything he is wearing transforms with him, but nothing he is carrying does. Vampiric Count does gain a new health pool which starts at 150hp; once that is reduced to zero  Vampiric Count will revert back to his humanoid form with his previous health pool. While in Vampyr form,  Vampiric Count has the following traits:

• Blood Surge. Vampiric Count gains an additional action on each of his turns, however, this action can only be used for Vampiric Strike or the Dash action.
• Hellwings and Hellclaws. Vampiric Count grows batlike wings and talons and gains a flying speed and climbing speed of 60 feet.
• Vampiric Rage. Vampiric Count has resistance to all damage except radiant damage.
• Only This Form. Vampiric Count cannot use his shapechanger feature until he is out of this Vampyr Form.
• Bloodlust for the Weak. For 1d6 rounds after reverting to the Vampyr Form, the Vampiric Count is unable to control his rage and thirst. A Critical hit is now on a roll of 18-20; Vampiric Count MUST attack the nearest creature that is not an undead or construct with a Vampiric Bite or Strike attack. Once a target for this attack is determined the Vampiric Count MUST focus on this once creature until another creature enters its range with fewer hit points than the current target.  If the Vampiric Count reduces a target to zero hit points during this form, the Vampiric Count will use any remaining actions for attacks on the target.
• Consume the Fallen. Vampiric Count can use a bonus action to consume a target that is within 5ft and is at zero hit points; upon doing so the target's body is shredded and any remaining death saving throws failed. Vampiric Count can regain 38 (5d10 + 10) hit points.

Calamitous Wrath (Recharges after a Short or Long Rest). If the Vampiric Count would be reduced to 0 hit points, its current hit point total instead resets to 200 hit points, it recharges any expended uses of Legendary Resistance. Additionally, the Vampiric Count can now use the options in the "Mythic Actions" section for 1 hour. 

Multiattack (Vampire Form Only). Vampiric Count makes three attacks, only one of which can be a Bite attack and the Longsword attack.

Vampiric Strike (Vampire Form Only.) Melee Weapon Attack: +9 to hit, reach 5 ft., one target. Hit: 10 (1d8 + 6) slashing damage plus 22 (5d6 + 5) necrotic damage. Vampiric Count regain hit points equal to half the amount of necrotic damage dealt.

Flying Longsword of the Dark Lord (Vampire Form Only). Melee Weapon Attack: +12 to hit, reach 15 ft., one creature. Hit: 16 (2d10 + 5) slashing damage plus 3 (1d6) Acid damage. Target must make a DC 16 Constitution saving throw, taking an additional 14 (3d6 + 4) necrotic damage on a failed save, or half as much damage on a successful one; Vampiric Count regains hit points equal to that amount. 

Grappling Strike (Vampire or Wolf Form Only). Melee Weapon Attack: +9 to hit, reach 5 ft., one target. Hit: 7 (1d6 + 4) slashing damage. Target must make a DC 16 Constitution saving throw, taking an additional 14 (3d6 + 4) necrotic damage on a failed save, or half as much damage on a successful one. If the target is a creature, Vampiric Count can grapple it (escape DC 18) instead of dealing the slashing damage.

Bite (Vampire, Bat, or Wolf Form Only). Melee Weapon Attack: +9 to hit, reach 5 ft., one willing creature, or a creature that is grappled by Vampiric Count, incapacitated, or restrained. Hit: 8 (1d8 + 4) piercing damage plus 10 (3d6) necrotic damage. The target’s hit point maximum is reduced by an amount equal to the necrotic damage taken, and Vampiric Count regains hit points equal to that amount. The reduction lasts until the target finishes a long rest. The target dies if its hit point maximum is reduced to 0. A humanoid slain in this way and then buried in the ground rises the following night as a vampire spawn under Vampiric Count's control. 

Familiar Swarm (Recharge 5-6). A giant swarm of bats gather around Vampiric Count and descend upon a 90-foot cone. Each creature in that area must make a DC 19 Dexterity saving throw or be knocked prone and take 14 (4d6) bludgeoning damage plus 10 (4d4) piercing
damage. On a successful save, the creature takes only half the damage and isn't knocked prone.

Crimson Mist (1/Day - Mist Form Only). The Vampiric Count's Mist Form expands and the air begins to feel thicker as the mist turns to blood.  Each creature in a 20-foot-radius sphere centered on the Vampiric Count's starting point must make a DC 22 Constitution saving throw. On a failed save, the target takes 22 (4d6+8) necrotic damage, Vampiric Count regains hit points equal to that amount. After this attack the Vampiric Count can appear/stop anywhere within the 20ft radius sphere.

Children of the Night (1/Day). Vampiric Count magically calls 2d4 swarms of bats or rats, provided that the sun isn’t up. While outdoors, Vampiric Count can call 3d6 wolves instead. The called creatures arrive in 1d4 rounds, acting as allies of Vampiric Count and obeying its spoken commands. The beasts remain for 1 hour, until Vampiric Count dies, or until it dismisses them as a bonus action.

Shadow Stealth Mastery. While in dim light or darkness, the Vampiric Count can take the Disengage or Hide action as a bonus action on each of its turns.

Charm. As an bonus action, Vampiric Count targets one humanoid it can see within 30 feet of it. If the target can see it, the target must succeed on a DC 18 Wisdom saving throw against this magic or be charmed. The charmed target regards Vampiric Count as a trusted friend to be heeded and protected. The target isn’t under its control, but it takes Vampiric Count's requests and actions in the most favorable way and lets Vampiric Count bite it. Each time Vampiric Count or his companions do anything harmful to the target, it can repeat the saving throw, ending the effect on itself on a success. Otherwise, the effect lasts 24 hours or until Vampiric Count is destroyed, is on a different plane of existence than the target, or takes a bonus action to end the effect.

Animated Armor of the Vampiric Count. Vampiric Count may use a bonus action to magically summon his armor. The armor magically replaces the armor, clothing that Vampiric Count was wearing. The Vampiric Count's AC goes to 21, he gains 28 (4d8 + 10) temporary health points, and gains resistance to silvered weapons. He can dismiss it as a bonus action. 

Counterattack. In response to taking damage, the Vampiric Count can take the Attack action, one attack, and move up to half its speed without provoking opportunity attacks.

Parry. The Vampiric Count can use its reaction to add 4 to its AC against one melee attack that would hit it. To do so, it must see the attacker and be wielding a melee weapon.

Cunning Speed. Vampiric Count can use a bonus action to take the Dash or Disengage action.

Close to Fear. As an reaction, the Vampiric Count moves up to its full movement speed if it moves towards a frightened or charmed creature and is unimpeded by terrain. It also does not provoke attacks of opportunity from frightened or charmed creatures.

Vampiric Count can take 3 legendary actions, choosing from the options below. Only one legendary action option can be used at a time and only at the end of another creature’s turn. Vampiric Count regains spent legendary actions at the start of its turn.

Move. Vampiric Count moves up to its speed without provoking opportunity attacks.

Unarmed Strike. Vampiric Count makes one Vampiric or Grappling strike.

Force Blast (Vampire Form Only w/ Armor). Vampiric Count can call upon the ancient enchantment within its armor. Vampiric Count chooses a point within 60ft, where it then explodes in a 15 foot radius sphere. Each creature in the radius takes 33 (5d8+10) Thunder damage and is deafened for one minute, or takes half damage and is not deafened with a successful constitution saving throw. 

Bite (Costs 2 Actions). Vampiric Count makes one Bite attack.

Sword (Costs 2 Actions). Vampiric Count makes one Flying Longsword of the Dark Lord attack.

Cast a Spell (Costs 2 Actions). The Vampiric Count casts a spell from its spell list.

Undead Restraint (Costs 2 Actions). Vampiric Count commands the legions of the dead to aid him. Rotten, skeletal hands erupt from the earth in a 20 foot radius and grasp at their surroundings. This area becomes difficult terrain and each creature that starts its turn within this area or that enters this area during its turn must succeed on a DC 18 Dexterity saving throw or be restrained as long as it remains within this area or until it breaks free. A creature restrained by the grasping hands can use its Action to make a Strength check against DC 18. If it succeeds, it is no longer restrained. The hands have AC 12 and 40 HP. This last until the start of the Vampiric Count's next turn.

Allure Prey (Costs 3 Actions). Vampiric Count can give orders to one charmed creature it can see and the creature can hear Vampiric Count. The creature can move its movement towards the Vampiric Count with if it is within range Vampiric Count can make a bite attack or move its movement to a different creature. If the charmed creature reaches the target it can make one attack action.

If the Vampiric Count's Calamitous Wrath trait has activated in the last hour, it can use the options below as legendary actions.

Mythical Resistance (3/Day). If Vampiric Count fails a saving throw, it can choose to succeed instead. This stacks with Legendary Resistance.

Mythical Unholy Fortitude. If damage reduces Vampiric Count to 0 hit points, unless the damage is radiant or from a critical hit, Vampiric Count drops to 1 hit point instead.

Banished to the Dungeons (Costs 2 Actions). The Vampiric Count targets a creature its grappling. The creature must succeed on a DC 20 Charisma saving throw or take 27 (6d6 + 6) psychic damage and be banished to a torture chamber within its castle filled with pure horror imagery. At the start of the Vampiric Count's next turn, the creature reappears in an unoccupied space within 10 feet of the Vampiric Count.

Necrotic Rift (Costs 3 Actions). The Vampiric Count flares with negative undead energy that attempts to rip the life out of the creatures nearby. Each creature of the Vampiric Count's choice in a 60-foot-radius sphere centered on it must make a DC 20 Dexterity saving throw. On a failed save, the creature takes 39 (6d12) necrotic damage. On a successful save, the creature takes half as much damage.