Cephalon (3.5e Race)

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People think of octopus-tentacle-people in Dungeons and Dragons and they think Mind Flayers and Aberrations.  Nature came up with tentacles long before Lovecraft branded them evil tendrils of madness.  The Cephalon are an odd little people.  Nothing about them is rigid, right down to their lack of joints or bone structure.  There is no clear, consistent hierarchy or division of social roles.  A city is more like a place where a lot of them happen to be living.  Naturally, they feel pretty at home squeezing into another race's society and flinging themselves into an adventure.  They just may not ever get the social significance of handshakes.  These cerebral, whimsical introverts are so wrapped up in their own heads that they don't give as much thought to the affect they have on others. 

Physical Description[edit]

Cephalon are humanoid octopi - more octopi than humanoid. A pair of disc-like eyes bore out from their glassy lenses on a face of tender flesh. For variety, some have a short series of tentacles that serve as prehensile hair, others end up with tentacles for moustaches or beards. The face parts above the mouth, splitting to let a small beak frown pensively within. Clothed, they look a few steps away from human; their limbs don't just bend at the elbows and knees, but kink and twist wherever they like. Each hand and foot is a pair of tentacles reaching from the end of a sleeve. This certainly makes people more comfortable than seeing them in something more form-fitting, where "four limbs" seemed like a mere suggestion. Among their own kind, the less-armored types can wear whatever the hell they want. They stand about as tall as a man, but with more variation, and are as light as an elf.


Usually Nonlawful.


You mean seas?


Don't say Cthulhu, that's a stereotype.




Whelk, Shem, Limpit, Octain, Squim, Schlur, Baulb.

Racial Traits[edit]

  • +2 Dexterity, −2 Constitution.
  • Abberation (Aquatic).
  • Size: Medium.
  • Cephalon base land speed is 30 feet: swim speed is 30 feet.
  • Water-breathing - Brief (in air, can hold its breath as long as its Constitution score.)
  • Multitask (Ex): the player technically has 8 limbs, 2 in each sleeve, but needs 2 to operate a weapon or other heavy or detail-oriented object.  Performing tasks with 5 limbs  or more takes a Will save (5 for light & simple, to 20 for heavy and complex.)  It requires 4 unoccupied limbs to stay floating in place, or else it moves at half speed and loses its bonus to Dexterity.  It can hold, but not operate, smaller things separately (dagger size or less).  
  • The player has +1 on Two-Weapon Fighting, but takes the other usual penalties to it.

Can learn Improved Grapple and Improved Disarm without the prerequisites. Due to their physiology, Heavy Armor feels unnatural, and the usual penalties for wearing it are increased by 2. Players gain a +2 to impersonate a Mind Flayer, which either terrifies people or almost gets you killed - sometimes both. 

  • +2 to impersonate a Mind Flayer, which either terrifies people or almost gets you killed - sometimes both.
  • +4 to Climb; always treat it as a class skill.
  • +2 on Escape Artist checks; always treat it as a class skill.  Can squeeze through spaces as if it were a number of sizes smaller equal to its Dexterity modifier.
  • Slow Grip: +2 to prolonged Strength checks, including Grapple, on the second round and all rounds thereafter. 

Creatures from the Nautilus Campaign (by Abe Clabby) have access to a pool of Racial Feats, which for Cephalon includes:

  • Feat: Leg Hands (Dex 13): can use feet interchangeably with hands to hold things, assuming it has no boots. The usual penalties apply to multiweapon fighting  and other multitasking, The feet can move and activate items, draw and use weapons, and do whatever else hands can do. If disarmed from its hands,  it's feet can catch the weapons as it falls with a DC10 Reflex check. 
  • Feat: Muscle Flesh (Str 13) : being composed mostly of muscle, a player can contract it to seal slashing and piercing wounds. This grants it temporary hit points  equal to its character level.  To maintain them, it must clench its body, taking a -2 to combat and Str- or Con-related actions.
  • Feat: Squid Finger: gains two long tentacles with 10 foot reach, but- 2 on attack rolls (other than touch attack, which can be rolled without penalty).  Other than touch attacks, they can only wield light weapons in combat .
  • Feat: Superior Squid Finger (requires Squid Finger, attack bonus +7): the long tentacles become especially adept.  They can now perform  tasks as well as hands can, and can do special attacks such as disarming, tripping or initiating grapple.
  • Automatic Languages: Common, Cephalon. Bonus Languages: Aquan.
  • Favored Class: Wizard.

Vital Statistics[edit]

Table: Random Starting Ages
Adulthood Simple Moderate Complex
years + + +
Table: Aging Effects
Middle Age1 Old2 Venerable3 Maximum Age
years years years + years
  1. At middle age, −1 to Str, Dex, and Con; +1 to Int, Wis, and Cha.
  2. At old age, −2 to Str, Dex, and Con; +1 to Int, Wis, and Cha.
  3. At venerable age, −3 to Str, Dex, and Con; +1 to Int, Wis, and Cha.
Table: Random Height and Weight
Gender Base Height Height Modifier Base Weight Weight Modifier
Male ' " + lb. × () lb.
Female ' " + lb. × () lb.

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