Ghoul Demon [Lesser Tanar'ri]

A ghoul demon looks much like an ordinary ghoul: hunched and feral, with gray leathery skin, filthy talons, catlike ears and a short muzzle packed with fangs. When excited or angry it hops and capers in sudden, jerky bursts. It communicates by telepathy, since its rattling voice box can manage only gibbers, grunts, howls and shrieks.

Ghoul demons enjoy stalking and frightening their prey and prefer a surprise attack to a straight fight, though they do not fear one. They claw twice (1d6 each) and bite (2d4). A lightning-fast leap onto prey gives +2 to hit in the first round, and when it springs from concealment this way the victim's surprise roll suffers -2. Its saving throws are always those of a 10-HD monster, whatever its other statistics.

Each human or human corpse it consumes adds 1 hit point, improves its AC by one step from its base, and raises each claw's damage by 1, up to the maximum of 5+8 Hit Dice. After five bodies, for example, it has 5+5 HD, AC 0 and claws for 1d6+5.

It can also draw on the memories of anyone it has eaten and take that person's form at will, using the victim's languages, weapon proficiencies, thief skills, and proficiencies like tumbling, jumping or endurance. It cannot use spells or magical class features such as a paladin's protective aura. Usually only true seeing or similar magic exposes it, though some claim a faint smell of death clings to the impostor.

Its spell-like powers work at 6th level and are usable at will unless a limit is given: chill touch, blur and cause fear, a paralyzing touch three times daily, and once a day a call that brings 1d4 ghouls. Reaching full growth (5+8 HD) unlocks invisibility, hold person, animate dead and fear (thrice daily). A daily gating attempt brings 2d4 manes 60% of the time. Weapons must be cold iron or enchanted to at least +1 to hurt it.

Like the shadow demon it grows stronger as it feeds, but on corpses rather than life force. It lives to devour the strongest and smartest mortals it can find, favoring lone travelers and adventurers: it kills and eats one, takes the victim's appearance, then uses the dead person's friends to find its next meal while hiding the disappearance. Between such prey it haunts graveyards and barrows to satisfy its hunger for mortal flesh.

A few escape to the neutral planes or the Prime and begin careers of murder there, but most are recruited by babaus or hezrous to serve as raiders and skirmishers in the endless war between demons and devils, and the typical one in the Abyss has never eaten a human. A small number found there are full-grown, back from their hunts at peak power, and serve as spies and assassins watching baatezu war efforts across the Lower Planes.

The GM decides what sorts of people a ghoul demon has already eaten and what they knew; it seeks out the most skilled and powerful mortals it can. Its Intelligence begins at average, yet every victim smarter than it adds 1-2 points, and with all those memories it may know rare and surprising secrets.

It eats carrion and corpses of all kinds every day, but only fresh kills increase its power. To gain from a corpse it must slay the victim personally and begin eating within one turn (10 minutes); the meal takes at least half an hour, and if interrupted it cannot finish. A character consumed this way cannot be raised or resurrected and can only return through a very carefully worded wish.