Xalthon (5e Creature)

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Large aberration (great old one), chaotic evil

Armor Class 17 (natural armor)
Hit Points 379 (33d10 + 198)
Speed 45 ft.

14 (+2) 17 (+3) 23 (+6) 20 (+5) 25 (+7) 27 (+8)

Saving Throws Con +13, Wis +14, Cha +15
Skills Arcana +12, Athletics +9, Deception +15, Perception +14
Damage Resistances poison
Damage Immunities necrotic, psychic; bludgeoning, piercing, and slashing from nonmagical attacks
Condition Immunities blinded, charmed, frightened, petrified
Senses truesight 240 ft., passive Perception 24
Languages all, telepathy 180 ft.
Challenge 21 (33,000 XP)

Legendary Resistance (2/Day). If Xalthon fails a saving throw, it can choose to succeed instead.

Innate Spellcasting. Xalthon's innate spellcasting ability is Charisma (spell save DC 23, +15 to hit with spell attacks). Xalthon can innately cast the following spells, requiring no material components:

At will: shield, eldritch blast
2/day: warp dead

Eternal. When Xalthon is killed, its body does not decompose. There is no limit to how long after its death it can be the target of a raise dead spell or other magic, those spells function on it no matter how long it has been dead and even if it is undead. If Xalthon is animated as an undead creature it controls itself.

Magic Resistance. Xalthon has advantage on saving throws against spells and other magical effects.

Regeneration. Xalthon regains 10 hit points at the start of its turn if it has at least 1 hit points.


Multiattack. Xalthon makes two attacks with creator of thralls.

Creator of Thralls (Dagger). Melee or Ranged Weapon Attack: +12 to hit, reach 10 ft. or range 20/60 ft., one target. Hit: 7 (1d4 + 5) piercing damage plus 4 (1d8) psychic damage. If the target is a creature, it must succeed on a DC 20 Wisdom saving throw or become Xalthon's thrall. A creature automatically succeeds on the saving throw if it is immune to being charmed.
A creature that is Xalthon's thrall is charmed by it and Xalthon can communicate telepathically with it as long as it is on the same plane as Xalthon. Once on Xalthon's turn (no action required), it can issue a mental command to its thrall if it is on the same plane as Xalthon. Xalthon decides what action the creature will take and where it will move during its next turn, or it can issue a general command, such as to guard a particular chamber or corridor. Once given an order, the creature continues to follow it until its task is complete. If Xalthon has more than one thrall, it issues the same command to any or all of them.

Eldritch Blast. Ranged Spell Attack: +15 to hit, range 300 ft., one, two, three or four targets. Hit: 13 (1d10 + 8) force damage. If the target is a creature, Xalthon can push the creature up to 10 feet away from it in a straight line.

Nightmare Vision (Recharge 6). Xalthon chooses a creature within 60 feet of it. The target is incapacitated until the start of Xalthon's next turn, at which time it takes 55 (10d10) psychic damage.

Destroy Plane. If every other creature on the same plane as Xalthon is a minion of Xalthon, Xalthon can use its action to destroy the plane it's on (it cannot destroy the Far Realm using this feature). Xalthon and every creature on the same plane as it appears in a random plane (they all appear in the same plane, as tightly packed as is possible for them to each have their own square) and the plane they were previously on ceases to exist. If, as a result of this spell, a portal would connect to a plane that doesn't exist, that portal also ceases to exist. If a creature would be banished to its home plane but its home plane doesn't exist, then that creature disappears, and reforms 24 hours later in the same square it died in (or the closest unoccupied square if that square is occupied).

Warp Dead (2/Day). Xalthon chooses up to four corpses of Medium or Small creatures within 10 feet of it. Each corpse becomes a minion of Xalthon under its control, and all of its equipment is transformed into a +1 dagger which deals 1d6 extra psychic damage on a hit (if it has no equipment it doesn't get the dagger). Xalthon can use a bonus action to mentally command its minions that are within 120 feet of it, issuing the same command to any or all of them. Xalthon decides what action the creature will take and where it will move during its next turn or issues a general command. The creature is under Xalthon's control for 48 hours, after which it dies. To keep the creature alive for another 48 hours, Xalthon must use this ability on the creature before the current 48-hour period ends. This use of the ability affects up to six creatures rather than animating new ones.


Insanity Hold. If Xalthon is grappling a creature at the start of its turn, it deals 28 (5d10) psychic damage to that creature and cast confusion on it.


Xalthon can take 2 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. Xalthon regains spent legendary actions at the start of its turn.

Attack. Xalthon makes one Creator of Thralls attack.
Blast (Costs 2 Actions). Xalthon casts eldritch blast.

A few of the creatures from the Far Realm are known, such as Azathoth, Yog-Sothoth and Cthulhu, but many more have never before been known to the inhabitants of the other planes. Xalthon is one of these creatures, an elder evil. Appearing as an 8-foot-tall green humanoid with long skinny legs and four similarly long and skinny arms, it is able to inflict massive psychic damage with a glance, cause insanity with a touch, turn corpses into smaller replicas of itself, and even alter the future. Xalthon is always equipped with its magic dagger aptly named the creator of thralls after the similarly named warlock feature. It creates massive carnage, and the only creatures it won't kill without a thought are the great old one Taranokk and potential victims for the creator of thralls.

Bizarre Tactics. As a great old one, Xalthon's long term goals can sometimes be strange, but it has Intelligence 20 so they aren't incomprehensible, and its battle tactics are sound. Xalthon will usually attempt to make his army as big as possible, and destroy as many planes as he can, despite there being no obvious reward for destroying a plane. In combat Xalthon will target its enemies based on their ability to deal damage; it will ignore the enemy it thinks has the lowest Strength and Dexterity, and in case of a tie Wisdom, and it will target the remaining creatures from highest to lowest damage using its Nightmare Vision when possible and its eldritch blast when not. Once there are only two enemies remaining Xalthon will attempt to grapple the creature with less Strength and Dexterity, and once they are grappled it will attempt to stab them. It will never throw its dagger. It will use its reaction for shield against the first possible attack unless it is grappling a creature; it will always use Insanity Hold if possible.

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