Cephalons (3.5e Race)
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Cephalons tend to be very secretive and reserved. Where the Illithid evolved to extract a creature's thoughts, the Cephalon does its best to protect its thoughts. They rarely speak, and when they do, they have given much thought to the matter at hand. They are not reckless by any stretch of the word, carefully thinking through all of the outcomes of any act. They are very, very slow to trust, and even when they do, the other party will find that it's almost as hard to maintain trust as it is to earn it.
 Physical Description
Cephalons are small, resembling little more than an octopus that has managed to crawl its way onto land. There is little difference between males and females, as both reach about four feet in height. They are considerably light, and most of their mass is comprised of writhing tentacles, causing them to weigh about eighty pounds. Their skin is unique in the fact that it can change colors at will. Because of their size, Cephalons had to evolve a way to hide in the deep ocean.
Cephalons do not get along very wells with most races; Humans tend to be the most accepting race, yet even they tend to hesitate at the sight of a Cephalon. Elves and Dwarves view them with a high level of suspicion, seeing only the Illithid heritage. Halflings and Gnomes do not tend to care one way or the other. Half-elves and Half-orcs tend to get along the best with Cephalons, as all are outcasts in normal society, thus creating a bond. This bond tends to be rather one-sided, however; While a Half-elf or Half-orc will attempt to make friends with a Cephalon due to this common bond, the Cephalon tends to view them as strange and alien, although they view all races as such. Cephalons hold a deep hatred for Illithids, viewing them as monstrosities who headed down the wrong evolutionary path.
Cephalons tend towards Neutral. They care not for laws nor anarchy, and while it is rare to find a Cephalon crusading for Good, it is even rarer to see one that is Evil.
Cephalons live in the deep crevices carved into the ocean floor, detached from all other species. It is here that they make their cities and their homes; One of the most famous examples of a Cephalon city is the great city of Atlantis, and is viewed as the crowning achievement of Cephalon culture. Occasionally, a creature manages to stumble upon a Cephalon city. These people, having seen what has been kept secret through so much effort, are not allowed to leave. They are not treated like slaves, however, and are eventually accepted in Cephalon society; As such, it is not uncommon to find creatures of different races in a Cephalon city. Very rarely, it is possible to find a Cephalon city in fresh water; These are the Cephalon that have evolved differently from their saltwater brethren, and each views the other as strange.
Cephalon tend not the worship any specific god; Living on the ocean floor, they know little of the pantheon of the surface-dwellers. The few gods that the Cephalon do worship are strange and impossible to describe to other races, and very rarely do they even try. Of the surface's gods, the most commonly worshiped by Cephalons is Obad-hai, who embodies their natural origins.
Cephalons speak their own language known also as Cephalon, often known by surface-dwellers as Atlantean. The Cephalon language is comprised mainly of different clicks of their beaks, and is almost impossible to translate, partially because nobody is ever given the chance, as Cephalon refuse to speak their own language in the presence of surface-dwellers. Through many years of collecting debris, have learned some semblance of Common, although it tends to be archaic and old. Cephalons do not speak as other races do; While their beaks can form a reasonable enough form of Common, they much prefer to communicate via telepathy.
Cephalon names are a series of beak-clicks, which are not only impossible for any other race to understand, but also nearly impossible to pronounce unless the creature also has some form of beak. When on the surface, Cephalons will adopt a name in Common, which usually has some form of water theme. Usual names are things such as Wavestrider, Fishwrangler, and Depthdiver.
 Racial Traits
- +4 Dexterity, +2 Intelligence, −4 Charisma: Cephalons have highly advanced minds and their tentacles are extremely lithe and dextrous, but their unique appearance makes them highly repulsive to other species.
- Monstrous Humanoid (Aquatic)
- Small: As a Small creature, a Cephalon gains a +1 size bonus to Armor Class, a +1 size bonus on attack rolls, and a +4 bonus on Hide checks, but he uses smaller weapons than humans use, and his lifting and carrying limits are ¾ of those of a Medium character.
- A Cephalon's base land speed is 20 feet: On land, they must resort to simply scooting around with their tentacles. They are most at home in the water, and have a 50ft Swim speed. In addition, a Cephalon may always take 10 on a Swim check, even when threatened.
- Natural Weapons (Ex): A Cephalon has eight tentacles, but it takes an especially strong individual to use all of them. As such, he has 4 tentacles (1d4 damage). At levels 5, 10, 15, and 20, they gain the use of an additional tentacle, reaching all 8 tentacles at level 20.
- Darkvision (Ex): Accustomed to the darkness of the ocean depths as they are, Cephalons have 60ft darkvision.
- Improved Grapple (Ex): Due to their many tentacles, a Cephalon is incredibly good at grappling, gaining Improved Grapple as a bonus feat.
- Amphibious (Ex): A Cephalon is able to breathe both water and air.
- Two-Weapon Fighting (Ex): Due to its tentacles, a Cephalon is adept at holding a weapon on each hand, gaining Two-Weapon Fighting as a bonus feat.
- Somatic Tentacles (Ex): Due to his many tentacles, a Cephalon can easily recover from a misstep when casting spells with somatic components. You may re-roll any chances of Spell Failure, but you must use the second result. You may only re-roll once for each casting.
- +4 Racial bonus on Hide checks. This bonus increases to +10 in water.
- Automatic Languages: Common, Cephalon. Bonus Languages: Draconic, Dwarven, Elven, Orc, Sylvan.
- Favored Class: Rogue.
- Level Adjustment: +2
 Vital Statistics
|Middle Age1||Old2||Venerable3||Maximum Age|
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