Zilinos, Butcher of the Bleeding City (3.5e NPC)

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CR 14

Male Human Barbarian 8, Butcher of Souls 8
CE Medium humanoid (Human)
Init/Senses +4/None; Listen +10, Spot +10
Languages Common
AC 26, touch 12, flat-footed 12; +2 dodge to AC while raging.
(+2 armor , crystalloid=+7 to AC)
hp 240 (16 HD)
Fort/Ref/Will +12/+6/+6; +2 Reflex while raging.
Speed 30 ft. (6 squares)
Melee +1 Flaming Frost Greatsword +24/+19/+14 (4d6+10/19–20) or
Melee Raging +1 Flaming Frost Greatsword +24/+24/+19/+14 (4d6+13/19–20) or
Melee (Touch) Wraithstrike Leap Attack +1 Flaming Frost Greatsword +14/+14/+9/+4 (4d6+43/19–20)
Base Atk/Grp +16/+19
Special Actions Whirling Frenzy 5/day, Rune of Defiance, Pounce
Abilities Str 22, Dex 19, Con 19, Int 15, Wis 14, Cha 16
SQ Uncanny Dodge, Improved Uncanny Dodge, Trapkiller, Eternal Rage
Feats Flaming Berserker, Frozen Berserker, Cleave, Great Cleave, Power Attack, Leap Attack
Skills Survival +13, Jump +19, Intimidate +14
Possessions SRD: +1 Chain Shirt/ , +1 Flaming Frost Greatsword

The Bleeding City[edit]

Zilinos rules over The Bleeding City, a once prosperous urban settlement, now reduced to ruin by his wrath. Zilinos allows the city's people to live their lives relatively undisturbed, making the entire city a somewhat active town carved into the ruins of the old city. However, he has an army of loyal disciples who gather people in the city to fight in the Arena, a grotesque pit carved out of the ruin of the old city hall. Within, Zilinos runs a sort of colosseum for his own amusement, then slaughters the champions when they are deemed strong enough souls for his blade to devour. (Twin Reaper Blades with one charge each)

An adventuring party who comes across the city may find themselves drafted into the Arena. If they fight those who try to take them in, more will show, though if the entire group of enemies is killed (a group of three, then a group of seven), Zilinos will have little or no warning if the party chooses to attack. Additionally, the city's people will treat them as heroes, and can give them of most of the information here (DM's discretion for the exact amount).

If they escape being drafted, slaughter every disciple, or simply scout the city quickly enough to buy supplies before the drafting occurs, people who enter The Bleeding City will find the town somewhat hospitable. There are standard mundane accommodations, as well as magic items in black markets (requiring a Gather Information check of 15 or greater). Some high-quality equipment can be acquired, though this is even harder to find (requiring a Gather Information check of 25 or greater), and there is markup varying from 20 to 100 percent compared to market price. However, disciples guard the gates, and so if the party attempts to leave, they will find they are trapped.

Within the Arena, the party's power will be loosely evaluated, their equipment confiscated, and their hands chained. Each day, they will fight to the death against one of the strongest of the gladiators within - mostly martial enemies of 10th level or so. If they win at least three matches, they will fight Zilinos. When not fighting, they will be kept in iron cells and guarded by ten disciples night and day, each readied to blast any escapees into oblivion.

If the party manages to defeat Zilinos, the disciples will flee, and the city will celebrate. Most of the gladiators will be freed and grateful, or will chase down the disciples. Additionally, five thousand gold pieces can be found under Zilinos' throne, of which the party will be immediately informed. Zilinos also has a collection of magical weapons and armor. (DM discretion)


Rune of Defiance: Zilinos can activate a rune containing the spell Revivify on death, bringing him back to life. However, this leaves him Exhausted, and imposes an additional -2 penalty to Strength and Constitution for a week.

Pounce: Zilinos can Pounce, allowing him to make a full attack at the end of a charge.

(Improved) Uncanny Dodge: Zilinos retains his dexterity bonus to armor class when flat-footed or attacked by an invisible enemy. He also cannot be flanked except by a rogue with four more levels than him.

Trapkiller: Zilinos can find traps with a Survival check and disable them with an attack roll.

Leap/Power Attack: Zilinos' Power Attack is enhanced when he jumps at least 10 feet prior to the attack, tripling the bonus from the feat.

Rage Details[edit]

While Raging, Zilinos gains +4 strength (resulting in +2 to attack and +3 to damage), a +2 dodge bonus to armor class, +2 to Reflex saves, immunity to fire and to ice, and cannot die. Additionally, as long as he has negative hit points, he remains alive and raging, though after one hour, he becomes completely mindless until his hit points are restored. Finally, whenever he makes a full attack, he may make an additional attack at his full attack bonus, though if he does, all attacks made that round take a -2 penalty to hit.

Zilinos can still be killed while raging, but only after reducing him past a threshold equal to twice his maximum hit points (480). Once he passes that threshold, unless healed above the threshold, he will continue to rage for one minute as the rage slowly consumes his body. At the end of the minute, he will immolate in a explosion of raw energy, dealing 1d10 damage per hit die (Reflex half) to all within 100 feet.

Weapon Details[edit]

Zilinos' blade is a specialized crystalline greatsword made from his soul. In addition to standard weapon enhancements, while raging, it is indestructible, can be called as a free action to Zilinos' hand, and heals himself for 10 percent of the damage he deals.

Additionally, Zilinos' has slaughtered so many with the blade that it has become a sentient artifact, naming itself the Twin Reaper. As such, in addition to the normal abilities of his weapon, it absorbs the souls of its victims, storing them in the blade. Until Zilinos is killed, the souls will never reach the afterlife, and if Zilinos obtains his goal of converting the Twin Reaper into a Soul Cleaver, he will permanently consume every soul trapped within.

Lastly, the Twin Reaper grants Zilinos a few other abilities while raging. It has the ability to drain his blood as a free action, dealing any amount of hit point damage to himself, usually to trigger his mindless rage. It stores these hitpoints(currently at MAX), allowing it to heal him as a free action when enemies have fallen or in an emergency, though as an intelligent item, it can choose not to grant them to Zilinos(20%). Furthermore, it can cast Wraithstrike twice per day as a swift action, making Zilinos' melee attacks touch attacks for the round.

The Twin Reaper can be targeted with mind affecting spells as if it were an outsider, as it is, to some degree. It has a Will save of +10. It will not function the above two abilities for 4 rounds if save fails.


In combat, Zilinos enters a rage and leaps into battle, hacking and cleaving at whatever target is closest. With his initial leap, he will attempt to kill at least one target, though he may find it difficult. Each turn, he will attempt to pounce with Leap Attack onto another target, but will simply full attack if he cannot. Assuming the party has shown themselves to be a major threat, he will use the Wraithstrike ability noted above whenever he can get in a pounce with Leap Attack.

Once within 100 hitpoints of the threshold, unless the Twin Reaper has been convinced, tricked, disabled or otherwise chooses to condemn Zilinos, the 126 stored hitpoints will be used to heal Zilinos away from the threshold. Another healing will occur upon crossing the threshold, consuming the healing rune.

Back to Main Page3.5e HomebrewNPCsCR 13
Back to Main Page3.5e HomebrewNPCsECL 13

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