Skeletal Intellect Devourer (CR 7)

Small Undead
Alignment: Often chaotic evil
Initiative: +8 (+4 Dex, +4 Improved Initiative); Senses: Listen +10 and Spot +10

AC: 18 (+1 size, +4 Dex, +3 natural), touch 15, flat-footed 14
Hit Dice: 6d12 (39 hp); DR: 20/iron
Fort +2, Ref +6, Will +6
Speed: 40 ft.
Space: 5 ft./5 ft.
Base Attack +3; Grapple -6
Attack: 4 claws +6 melee
Full Attack: 4 claws +6 melee
Damage: Claw 1d3+2 and stunning pain
Special Attacks/Actions: Stunning pain
Abilities: Str 15, Dex 19, Con -, Int 12, Wis 12, Cha 10
Special Qualities: Undead, skeletal, electricity resistance 15, fire immunity, psionics, corpse thief, turning vulnerability
Feats: Alertness; Weapon Focus (claws); Improved Initiative
Skills: Climb +11, Concentration +9, Jump +11, Listen +10, and Spot +10
Advancement: 7-8 HD (Medium-size); 9-12 HD (Large)
Climate/Terrain: Any
Organization: Solitary, pod (2-4)
Treasure/Possessions: 1/2 coins, standard goods, double items

Source: Dragon #303

Skeletal: Because they no longer have vital, internal organs, skeletal intellect devourers take half damage from piercing and slashing weapons.

Psionics (Sp): At will -- claws of the vampire, compression. domination, invisibility, painful touch, and schism. These abilities are as the powers manifested by a 16th-level psion.

If you do not use the psionics rules your game, the skeletal intellect devourer's psionic abilities can be represented with the following spell-like abilities as cast by a 16th-level wizard: reduce, dominate person, invisibility, and vampiric touch. In addition, the skeletal intellect devourer causes 1d6 points of subdual damage with all physical attacks on top of normal damage.

Attack Defense Modes (Sp) At will -- ego whip, id insinuation, empty mind, intellect fortress, thought shield.

Corpse Thief (Su): When the skeletal intellect devourer encounters a corpse, it can devour whatever brain remains and enter the skull (compacting itself supernaturally to fit in the skull). Once in place, it can animate the body as if the corpse were a zombie or a skeleton. Treat the host body as a zombie or skeleton (depending on whether the corpse had flesh on it or not) of the appropriate size, with all appropriate statistics. Even if the body is a fresh kill, the skeletal intellect devourer cannot use any of the corpse's former abilities, skills, or feats. However, it may channel its psionic powers through the body it inhabits, allowing the body to grow claws, become invisible, and so on. Hit points regained with claws of the vampire may be absorbed by the skeletal intellect devourer, its host body, or split between the two as needed. Damage to the host body does not affect the devourer. While inside the host body, the skeletal intellect devourer has total cover but can perceive its environment normally.

Stunning Pain (Su): The touch of a skeletal intellect devourer's claws is incredibly painful, much more than the wounds they leave would suggest. Every time a skeletal intellect devourer damages an opponent with a claw attack, the victim must make a Fortitude saving throw (DC io) or be stunned for 1 round. This also applies to any physical attacks made by a corpse the skeletal intellect devourer is animating.

Turning Vulnerability (Ex): A skeletal intellect devourer is treated as a creature with 1 fewer HD for the purposes of a turning attempt.

Skeletal intellect devourers have an immense fear of being turned. Thus, clerics are often a skeletal intellect devourer's first target in combat. If it is able to strike from surprise. the skeletal intellect devourer attempts to use domination to command all clerics and paladins to remove their holy symbols. When finally forced to engage in physical combat, it attacks a single target, inhabiting the body as soon as it is able. If the skeletal intellect devourer closes with divine casters and has not yet been able to dominate the caster, it uses its first action to sunder the caster's holy symbol and then uses claws of the vampire to keep its host body intact.

The skeletal intellect devourer is a hideous creature that resembles a moldering brain in a bony shell with scraps of flesh hanging from its form. Stripped of the weaknesses of flesh and wielding power from beyond the grave, the skeletal intellect devourer retains its impressive psionic abilities, making it even more dangerous and terrible than when it was when it was living.

Unlike other undead, the skeletal intellect devourer retains its speed and agility and gains strength and immunities far surpassing its living kin. However, it is a coward; it fears divine casters for the burning touch of their turning ability.

Because these creatures can only inhabit corpses, skeletal intellect devourers make their lairs near a ready supply of bodies (such as cemeteries or sewers), and large concentrations of corpses can bring these normally solitary creatures together.