Faerie Bestiary: Caterpillar

by Adam Frank and Tim Wallace

Caterpillar

Sitting on a giant leaf is a small blue caterpillar. You observe him smoking a hookah and he looks at you. In a smooth heavy baritone he says “recite.” You aren't sure but you think you may have also seen the smoke from the hookah spell out “recite” as well.

Caterpillar      CR 11

XP 12,800

CN Small magical beast

Init +6; Senses darkvision 60 ft., low-light vision; Perception +15

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DEFENSE

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AC 24, touch 14, flat-footed 21 (+3 Dex, +10 natural, +1 size)

hp 133 (14d10+56)

Fort +13, Ref +15, Will +9

DR 5/cold iron; Immune illusions

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OFFENSE

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Speed 20 ft., climb 20 ft.

Melee slam +14 (1d4-1)

Spell-Like Abilities (CL 14th; concentration +19)

   Constant—prestidigitation

   At will—ghost sound (DC 15), mage hand, ventriloquism (DC 16)

   3/day—greater invisibility, haunting mists (DC 17), illusion of calm (DC 16), mad hallucination (DC 17), magic mouth (DC 16), message

   1/day—false vision, guards and wards, hallucinatory terrain (DC 19), major image (DC 18), misdirection, phantasmal killer (DC 19), shadow conjuration, shadow evocation (DC 20)

Special Attacks bardic performance 35 rounds/day (swift action; countersong, fascinate (DC 22), inspire competence +4, inspire courage +3, suggestion (DC 22))

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STATISTICS

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Str 9, Dex 22, Con 19, Int 17, Wis 6, Cha 20

Base Atk +14; CMB +12; CMD 28 (can't be tripped)

Feats Battle Cry, Discordant Voice, Esoteric Linguistics, Orator, Skill Focus (Linguistics), Skill Focus (Perform [oratory]), Voice Of The Sibyl

Skills Acrobatics +3 (-5 to jump), Bluff +6, Climb +21, Craft (poetry) +17, Diplomacy +6, Linguistics +23, Perception +15, Perform (oratory) +26

Languages Abyssal, Boggard, Common, D'ziriak, Draconic, Dwarven, Elven, Giant, Gnome, Goblin, Halfling, Infernal, Orc, Protean, Sylvan, Tengu, Treant, Undercommon

SQ bardic knowledge +7, madness

Other Gear bag of holding II, traveler’s hookah (value 1,500 gp; Alchemy Manual), writer's kit (chronicler's kit)

The Caterpillar is a strange denizen of Wonderland. The only one of his kind and yet many have professed to see him transform into a butterfly. There are a few theories for this, the most common one being that he may be a magic user of some sort who prefers the larval form of a caterpillar for whatever reason. Another common theory is that there is in fact a genus of caterpillar in Wonderland that all smoke hookah and speak with passerby condescendingly.

For reasons unknown, the Caterpillar refuses to side with the Queen of Hearts and tends to keep to himself. He does, however, enjoy the company of passerby and will often try to wrangle them into some sort of conversation, oftentimes by asking the passerby to recite something or tell him a riddle.

The Caterpillar avoids combat at any cost by disappearing into his hookah smoke or becoming a butterfly to escape. While he loves conversation, he abhors violence of any kind. An adventurer who sits with the Caterpillar can be sure that he will receive interesting poetry, intelligent riddles, and scathing personal remarks.