Spellshadow (CR 5)

Medium Outsider (Chaotic, Extraplanar, and Incorporeal)
Alignment: Usually chaotic neutral
Initiative: +8 (+4 Dex, +4 Improved Initiative); Senses: see in darkness, Listen +13, and Spot +13

AC: 16 (+4 Dex, +2 deflection), touch 16, flat-footed 12
Hit Dice: 6d8+6 (33 hp)
Fort +6, Ref +9, Will +7
Speed: Fly 40 ft. (perfect)
Space: 5 ft./5 ft.
Base Attack +6; Grapple -
Attack: Incorporeal touch +6 melee
Full Attack: Incorporeal touch +6 melee
Damage: Incorporeal touch 1d6 plus spell theft
Special Attacks/Actions: Spell theft
Abilities: Str -, Dex 18, Con 12, Int 6, Wis 14, Cha 15
Special Qualities: Arcane empowerment, incorporeal traits, mage sense, PR 17, SR 17, superior hide in plain sight
Feats: Alertness; Improved Initiative; Psionic Hole
Skills: Knowledge (arcana) +7, Listen +13, Ride +23, Search +7, Spellcraft +9, and Spot +13
Advancement: 7-16 HD (Medium)
Climate/Terrain: Dal Quor
Organization: Solitary or gang (2-5)
Treasure/Possessions: None

Source: Dragon #324

Spell Theft (Su): The touch of a spellshadow drains away arcane energy and knowledge, stealing prepared spells. Whenever a spellshadow makes a successful melee attack, it drains 1d6 arcane spell levels from the victim. The spellshadow steals one random prepared spell or spell slot of the highest level it can. It then steals the next highest-level spell it can, up to the spell level amount it rolled. For example, a spellshadow that strikes a 5th-level wizard and rolls a 5 for its spell theft first steals a random 3rd-level spell (if the wizard still has one prepared) and a random 2nd-level spell. Against a 5th-level sorcerer, the same roll would result in the spellshadow draining two 2nd-level spell slots and a 1st-level spell slot.

For every 2 Hit Dice it possesses above 6, a spellshadow gains a +1 bonus to its spell theft damage roll; thus a 10 HD spell shadow rolls 1d6+2 and has the potential to steal 8th-level spells. The spellshadow can store a maximum number of spell levels equal to four times its Hit Dice.

This is one of the rare cases where dream damage affects the real world: when a spellshadow drains a spell, the victim cannot make use of that spell or spell slot for 24 hours.

A spellshadow can cast any spell it steals as a 6th-level caster. If the spellshadow steals a spell slot from a spell- caster that does not prepare spells, it can use that spell slot to cast a spell the spellcaster knows that is appropriate for the level of the spell slot.

Arcane Empowerment (Ex): A spellshadow feeds on arcane energy. Whenever it uses its spell theft ability, it heals a number of bit points equal to the number of spell levels drained. In addition, any time an arcane spell affects the spellshadow, it automatically heals a number of hit points equal to the spell's level. This healing occurs before any effects of the spell are resolved. A spell that fails to get by the spellshadow's spell resistance doesn't heal the spellshadow.

Mage Sense (Su): A spellshadow can sense any form of magic within 200 feet, as greater arcane sight, but without actually needing to see the target. In addition, the spellshadow can sense the presence of prepared arcane spells not yet cast and unused arcane spell slots, which serve as the food of the spellshadow. This ability allows the spellshadow to ignore magical invisibility and to automatically disbelieve illusions without the need for a saving throw.

Superior Hide in Plain Sight (Ex): A spellshadow can hide while observed and even when it does not have cover or concealment.

Skills: A spellshadow receives a +10 racial bonus on Ride checks.

Chaotic Subtype

A subtype usually applied only to outsiders native to the chaotic-aligned Outer Planes. Most creatures that have this subtype also have chaotic alignments; however, if their alignments change they still retain the subtype. Any effect that depends on alignment affects a creature with this subtype as if the creature has a chaotic alignment, no matter what its alignment actually is. The creature also suffers effects according to its actual alignment. A creature with the chaotic subtype overcomes damage reduction as if its natural weapons and any weapons it wields were chaotic-aligned (see Damage Reduction).

Extraplanar Subtype

A subtype applied to any creature when it is on a plane other than its native plane. A creature that travels the planes can gain or lose this subtype as it goes from plane to plane. This book assumes that encounters with creatures take place on the Material Plane, and every creature whose native plane is not the Material Plane has the extraplanar subtype (but would not have when on its home plane). An extraplanar creatures usually has a home plane mentioned in its description. These home planes are taken from the Great Wheel cosmology of the D&D game (see Chapter 5 of the Dungeon Master's Guide). If your campaign uses a different cosmology, you will need to assign different home planes to extraplanar creatures.

Creatures not labeled as extraplanar are natives of the Material Plane, and they gain the extraplanar subtype if they leave the Material Plane. No creature has the extraplanar subtype when it is on a transitive plane; the transitive planes in the D&D cosmology are the Astral Plane, the Ethereal Plane, and the Plane of Shadow.

Incorporeal Subtype

Some creatures are incorporeal by nature, while others (such as those that become ghosts) can acquire the incorporeal subtype. An incorporeal creature has no physical body. It can be harmed only by other incorporeal creatures, magic weapons or creatures that strike as magic weapons, and spells, spell-like abilities, or supernatural abilities. It has immunity to all nonmagical attack forms. Even when hit by spells, including touch spells or magic weapons, it has a 50% chance to ignore any damage from a corporeal source (except for positive energy, negative energy, force effects such as magic missile, or attacks made with ghost touch weapons). Non-damaging spell attacks affect incorporeal creatures normally unless they require corporeal targets to function (such as the spell implosion) or they create a corporeal effect that incorporeal creatures would normally ignore (such as a web or wall of stone spell). Although it is not a magical attack, a hit with holy water has a 50% chance of affecting an incorporeal undead creature.

An incorporeal creature's natural weapons affect both in incorporeal and corporeal targets, and pass through (ignore) corporeal natural armor, armor, and shields, although deflection bonuses and force effects (such as mage armor) work normally against it. Attacks made by an incorporeal creature with a nonmagical melee weapon have no effect on corporeal targets, and any melee attack an incorporeal creature makes with a magic weapon against a corporeal target has a 50% miss chance except for attacks it makes with a ghost touch weapon, which are made normally (no miss chance).

Any equipment worn or carried by an incorporeal creature is also incorporeal as long as it remains in the creature's possession. An object that the creature relinquishes loses its incorporeal quality (and the creature loses the ability to manipulate the object). If an incorporeal creature uses a thrown weapon or a ranged weapon, the projectile becomes corporeal as soon as it is fired and can affect a corporeal target normally (no miss chance). Magic items possessed by an incorporeal creature work normally with respect to their effects on the creature or another target. Similarly, spells cast by an incorporeal creature affect corporeal creatures normally.

An incorporeal creature has no natural armor bonus but has a deflection bonus equal to its Charisma bonus (always at least +1, even if the creature's Charisma score does not normally provide a bonus).

An incorporeal creature can enter or pass through solid object but must remain adjacent to the object's exterior, and so cannot pass entirely through an object whose space is larger than its own. It can sense the presence of creatures or objects a square adjacent to its current location, but enemies have total concealment from an incorporeal creature that is inside an object. In order to see clearly and attack normally, a incorporeal creature must emerge. An incorporeal creature inside an object has total cover, but when it attacks a creature outside the object it only has cover, so a creature outside with a readied action could strike at it as it attacks. An incorporeal creature cannot pass through a force effect.

Incorporeal creatures pass through and operate in water as easily as they do in air. Incorporeal creatures cannot fall or take falling damage. Incorporeal creature cannot make trip or grapple attacks against corporeal creatures, nor can they be tripped or grappled by such creatures. In fact, they cannot take any physical action that would move or manipulate a corporeal being or its equipment, nor are they subject to such actions. Incorporeal creatures have no weight and do not set off traps that are triggered by weight.

An incorporeal creature moves silently and cannot be heard with Listen checks if it doesn't wish to be. It has no Strength score, so its Dexterity modifier applies to both its melee attacks and its ranged attacks. Non-visual senses, such as scent and blindsight, are either ineffective or only partly effective with regard to incorporeal creatures. Incorporeal creatures have an innate sense of direction and can move at full speed even when they cannot see.