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EQ Befallen Conversion Notes (5e)

My PCs found the equivalent of a VR machine on the “Skyfortress of the Space Wizards” (my homebrew mega-dungeon) and loaded up “EverQuest 40k”.  It’s an excuse to play new characters in a new world.  Here are my conversion notes from 3e to 5e. I tried to retain some of the idiosyncrasies of the third edition and the EQ RPG.


The Dark Entity. While the dark entity controls Befallen, all undead reanimate within 1 minute unless radiant damage is applied to the fallen undead.  Irrespective if radiant damage was used or not, until the Dark Entitiy is destroyed, all undead return after 24 hours.  Living residents who die in Befallen come back as undead versions as well.

Befallen 1 (CR 4-6)

  • Dark Skeletons (type 2)
    Before Cash Shop, After EQ Cash Shop
    • As skeleton with the following changes/additions:
    • Spellcasting. The skeleton casts one of the following spells, requiring no material components:
      • At will: magic missile (2 missiles)
      • 3/day: blink
  • Dark Skeletons (type 3). As skeleton with the following changes/additions:
    • 60 hps
    • Spellcasting. The skeleton casts one of the following spells, requiring no material components:
      • At will: magic missile (2 missiles)
      • 3/day: blink
  • Dark Skeletons (type 5). As a minotaur skeleton with the following changes/additions:
    • See Invisible.
    • Damage Reduction 5/+1
    • Immune to cold damage.
  • Ghost Skull. As flameskull with the following changes/additions:
    • Flash of Light (Free).  CON or blinded for 1 minute, permanently on a natural 1.
    • Incorporeal. +1 or better weapon to hit, otherwise immune to bludgeoning, piercing and slashing.
    • See Invisibility.
    • Pass-Through. When the ghost skull passes through an enemy, the target takes 3 (1d6) cold damage and must make a CON saving throw or become interrupted, losing an action.
  • Diseased Rats (advanced). As Swarm of Cranium rats with the following changes/additions:
    • Change psychic damage to poison damage. If the target is a creature, it must succeed on a DC 10 Constitution saving throw or contract a disease. Until the disease is cured, the target can’t regain hit points except by magical means, and the target’s hit point maximum decreases by 3 (1d6) every 24 hours. If the target’s hit point maximum drops to 0 as a result of this disease, the target dies.
    • Swarm 2.0. The swarm can occupy another creature’s space and vice versa, and the swarm can move through any opening large enough for a Tiny beast. The swarm can’t regain hit points or gain temporary hit points. A swarm takes half damage from attacks that use an attack roll and double damage from effects that require it to make a saving roll. Creatures that are not swarms are impaired while they remain in the swarm’s space or within 5 feet of it and have disadvantage on attack rolls and Constitution saving throws to maintain concentration. The area of the swarm is considered difficult terrain. The swarm automatically does damage to creatures that share a space with the swarm.
  • Balaxus, Ebon Drake. As red dragon wyrmling rats with the following changes/additions:
    • Ebon Field. Attacks against Balaxus have a flat 20% miss chance.
  • Acolytes.
  • Neophyte.
  • Sedrit Hague, Shadowknight. As drow elite warrior with the following changes/additions:
    • 110 hps
    • Harm Touch (bonus, recharge 5-6). As the harm spell.
  • Sedrit’s Skeletal Companion. As skeleton.
  • Sedrit’s Paramour As drow mage.
  • “Dark” Dark-Boned Skeleton. As death lock with the following changes/additions:
    • Immune to cold.
    • Resistant to fire.
    • Damage reduction 10/+1 and 3/- and half damage from slashing and piercing.
    • See Invisible.
    • Magic Resistance. 
  • “Dark” Green Sekelon
    • Appearing as troll skeletons but use the sword wight statblock.
  • Lord L’Rodd, dark elf skeleton Shadowknight. As blackguard with the following changes/additions:
    • Harm Touch (bonus, recharge 5-6). As the harm spell.
    • Finishing Blow (reaction). When a target within reach is reduced to 0 hit points, L’Rodd may make a Glaive attack as a reaction against the triggering target. If the attack hits the target takes damage and automatically fails 1 death saving throw.
    • See Invisible.
    • Immune to Cold, Resist Fire and Lightning.
    • Undying (per the adventure).
  • Rogue Clockworks. As Duergar Screamer but appearing as clockwork spiders.
  • Blood Sappers. As Swarm of Cranium rats with the following changes/additions:
    • Change psychic damage to necrotic damage.
    • Swarm 2.0. The swarm can occupy another creature’s space and vice versa, and the swarm can move through any opening large enough for a Tiny beast. The swarm can’t regain hit points or gain temporary hit points. A swarm takes half damage from attacks that use an attack roll and double damage from effects that require it to make a saving roll. Creatures that are not swarms are impaired while they remain in the swarm’s space or within 5 feet of it and have disadvantage on attack rolls and Constitution saving throws to maintain concentration. The area of the swarm is considered difficult terrain. The swarm automatically does damage to creatures that share a space with the swarm.
  • Juli’s Animation (animated armor)
  • Klicnik Princes (Neogi hatchling swarm)
  • Hinker Stul, male gnome Necromancer/Cleric. As necromancer wizard with the following changes/additions:
    • Additonal spell – fear storm. AOE fear spell, 20-foot sphere.
    • Reaction – Leech, as grim harvest but can be used anytime he is hit.
    • Legendary x3, any action, including spells.
  • Hinker Stul’s Skeletal Companion

Befallen 2 (CR 8-12)

  • Dark Zombies. As a deathlock wight with the following changes/additions:
    • Damage reduction 5/+1.
    • Resistant to piercing.
    • See Invisible.
  • Zombies Advanced.  As a zombie clot with the following changes/additions:
    • Damage reduction 5/+1.
    • Resistant to piercing.
    • See Invisible.
  • Dark Ice-Boned Skeleton. As death lock with the following changes/additions:
    • 50 hps
    • Damage reduction 10/+1.
    • Immune to cold.
    • Resistant to acid.
    • See Invisible.
    • Magic Resistance. 
    • Necrotic damage is changed to cold, and all attacks do an additional 4 (1d8) cold damage. If a target takes cold damage it must make a CON save or lose 1 point of Strength.
  • Stalag Terror. As molten magma roper with the following changes/additions:
    • AC 24
    • Regeneration. The roper regains 10 hit points at the start of its turn. If the roper takes bludgeoning or thunder damage, it regains only 5 hit points at the start of its next turn. The troll dies only if it is hit by an attack that deals 10 or more bludgeoning or thunder damage while the roper has 0 hit points.
    • Swallow Whole. As part of the stalag terror’s bite attack, if the target is a Small or smaller creature, it must succeed on a DC 19 Dexterity saving throw or be swallowed by the roper. A swallowed creature is blinded and restrained, it has total cover against attacks and other effects outside the roper, and it takes 14 (4d6) acid damage at the start of each of the roper’s turns. If the worm takes 30 damage or more on a single turn from a creature inside it, the worm must succeed on a DC 16 Constitution saving throw at the end of that turn or regurgitate all swallowed creatures, which fall prone in a space within 10 feet of the roper. If the roper dies, a swallowed creature is no longer restrained by it and can escape from the corpse by using 20 feet of movement, exiting prone.
    • Spin (Recharge 5-6). Rock shards fly out in 60-foot radius, dealing 22 (4d10) piercing damage (DEX save for half). Stalag’s natural AC decreases by 1 each time it uses this attack lost AC
      regenerates after 24 hours.
    • Pulse (Bonus). 2d6 thunder damage to single target, pushes it back 2d4 ×10 feet (Small or smaller) or 1d3 ×10 feet (Medium-size or Large). DEX save or knocked prone. If pulsed into wall, additional damage for a fall of half the distance knocked back.
  • Morsa Kinkiller, Female Human Cleric of Solusek Ro.
  • Gynok Moltor.
  • Runewalker (reanimaetd giant hand). As undying councillor  with the following changes/additions:
    • Size is Large.
    • 120 hps.
    • Damage reduction 10/+2.
    • Can convert radiant damage to necrotic as a free action.
    • Heals from necrotic damage.
    • See Invisible.
    • Magic Resistance. 
    • Language Mastery. Reanimated hands can under- stand all spoken languages (though they cannot speak) and can read and write in any language with complete mastery.
    • Cancel Magic (reaction). As counterspell, fails on a DC 13 spell check at +9.
    • Additional spells as bonus actions:
      • Major Shielding. AC 22
      • Enstill. Halts target (otherwise as web but single target).
      • Eye of Zomm. As arcane eye.
      • Blink. The animated hand magically teleports, along with any equipment it is wearing or carrying, up to 40 feet to an unoccupied space it can see. Before or after teleporting, the hand can make one slam (use Radiant Touch but bludgeoning) attack.
      • Invisibility. Link.
      • Lightning Bolt. As lighting bolt but 39 (7d10) damage.
  • Redak Brokenskull, male troll Shadowknight. As a warlord with the following changes/additions:
    • Keen Smell. The troll has advantage on Wisdom (Perception) checks that rely on smell.
    • Regeneration. The troll regains 10 hit points at the start of its turn. If the troll takes acid or fire damage, this trait doesn’t function at the start of the troll’s next turn. The troll dies only if it starts its turn with 0 hit points and doesn’t regenerate.
    • Redak’s greatsword attack as follows:
      • Masterwork Greatsword. Melee Weapon Attack: +12 to hit, reach 5 ft., one target. Hit: 15 (2d6 + 8) slashing damage. The weapon scores a critical on 19 or 20. It is under the effect of grim aura (+2 to hit), and vampiric embrace (+3 necrotic damage)
    • Lifedraw (reaction).  Redak targets a living creature who takes 6d6 necrotic damage and Redak heals that amount, or half on a successful con saving throw.
    • Harm Touch (bonus, recharge 5-6). As the harm spell.
    • Siphon Strength (legendary, bonus, 1/day). Target takes -3 STR, Redak gains 3 STR.  CON saving throw to avoid, if the target passes the saving throw, siphon strength is not consumed and the relevant action type recharges immediately and can be used again.
    • Clinging Darkness (legendary, bonus). Causes target’s shadow to slow and injure target. WIS saving throw or target is slowed (as the spell) and takes 1d10 necrotic damage at the start of its turn while slowed.
    • Deathblow II (reaction). When a character is reduced to 0 hit points, Redak strikes the character with his Masterwork Greatsword. In addition to the damage dealt, the target automatically fails 2 death saving throws.
    • Legendary x3, any action, including spells.

Befallen 3 – Random Encounter (CR 10- 16)

This should be the first random encounter on level 2.  The PCs encounter a corpse bow protected by executioner skeletons:

  • Corpse bow. Made up of a conglomeration of skeletons roughtly shaped like a ballista, this creature is a range attacker.  Use the alhoon as the base creature with the following changes:
    • DR 10/+2
    • Immune to cold, necrotic and psychic.
    • Mind blast has a -1 on recharge each time it doesn’t recharge.
  • Executioner Skeletons. Use the boneclaw with the following changes (there are 4 boneclaws):
    • The skeleton rolls to attack with advantage, if both rolls would hit it does a “wind up” attack.  The attack does 54 slashing damage.
    • Any attack that targets the corpse bow hits a boneclaw while any boneclaws are active.
    • DR 10/+2
    • Immune to cold, necrotic and psychic.

Befallen 3 (CR 12 – 15)

  • Chain Guardian.
  • Smouldering Goo. Use elder oblex as the base creature with the following changes/additions:
    • 164 hp.
    • Resists fire damage.
    • Pseudopod Attack. Change psychic damage to fire. In addition, nonmagical armor worn by the target is partly dissolved and takes a permanent and cumulative −1 penalty to the AC it offers. The armor is destroyed if the penalty reduces its AC to 10. Magic items need to make a saving throw or also take the damage (raw 1d20 with advantage, success on 10+). In addition the target is exposed to poison needs to make a CON saving throw or take 1d4 temp Con, secondary 2d4 temp Con after the next long rest.
    • Smouldering Form. A creature that touches the goo or hits it with a melee attack while within 5 feet of it takes 4 (1d8) acid damage. Any nonmagical weapon that hits the goo melts. After dealing damage, the weapon takes a permanent and cumulative −1d4 penalty to damage rolls. If its penalty drops the weapon to 0 damage, the weapon is destroyed. Nonmagical ammunition made of metal or wood that hits the pudding is destroyed after dealing damage. The pudding can eat through 2-inch-thick, nonmagical wood or metal in 1 round. Magic items need to make a saving throw or also take the damage (raw 1d20 with advantage, success on 10+).
  • Mephisto (was Koikai), the Flighty Fiend (inspired by SMT V’s Mephisto).
    • Use Titivilus.
    • Walpurgisnacht (Action, Recharge 3-6). A single target is struck by a ball of negative energy conjured by Mephisto. A single target Mephisto can see within 90 feet muse . The targeted creature must make a DC 21 Dexterity saving throw, taking 66 (12d10) negative energy damage (un-typed damage) on a failed save, or half as much damage on a successful one. Good creatures have disadvantage on the saving throw. If the target is of chaotic good alignment it must make a DC 21 Constitution saving throw or die instantly.
    • Stagnant Air (Legendary). Mephisto chooses up to 5 targets, each must make a DC 21 Charisma saving throw or lose a random class ability (determined randomly) for the next 1 minute.  The target can repeat the saving throw at the end of its turn to regain its sealed ability back.
  • Vencer Greeneye (ghoul magus). Use oinoloth as the base creature with the following changes/additions:
    • Add to Claw attack – If the target is a creature other than an elf or undead, it must succeed on a DC 16 Constitution saving throw or be paralyzed for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
    • Stench. Any creature that starts its turn within 5 feet of the ghast must succeed on a DC 16 Constitution saving throw or be poisoned until the start of its next turn. On a successful saving throw, the creature is immune to the ghast’s Stench for 24 hours.
    • Turning Defiance. The ghast and any ghouls within 30 feet of it have advantage on saving throws against effects that turn undead.
  • Vencer’s Skeletal Companion.
  • Lesser Ghouls. Use bodak as the base creature with the following changes/additions:
    • Add to Claw attack – If the target is a creature other than an elf or undead, it must succeed on a DC 16 Constitution saving throw or be paralyzed for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
    • Stench. Any creature that starts its turn within 5 feet of the ghast must succeed on a DC 16 Constitution saving throw or be poisoned until the start of its next turn. On a successful saving throw, the creature is immune to the ghast’s Stench for 24 hours.
    • Turning Defiance. The ghast and any ghouls within 30 feet of it have advantage on saving throws against effects that turn undead.
  • Greater Ghouls. Use bladelord as the base creature with the following changes/additions:
    • Add to Claw attack – If the target is a creature other than an elf or undead, it must succeed on a DC 16 Constitution saving throw or be paralyzed for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
    • Stench. Any creature that starts its turn within 5 feet of the ghast must succeed on a DC 16 Constitution saving throw or be poisoned until the start of its next turn. On a successful saving throw, the creature is immune to the ghast’s Stench for 24 hours.
    • Turning Defiance. The ghast and any ghouls within 30 feet of it have advantage on saving throws against effects that turn undead.
  • Sturmvind (vortex weaver). Use storm giant quintessential as the base creature with the following changes/additons:
    • DR 20/+3
    • Her attacks can knockdown a target (DC 18 STR to resist). A prone target provokes a free attack from the sturmvind if she is adjacent.
  • Will Sappers. Use blood drinker vampire as the base creature with the following changes/additions:
    • Rapier scores a critical on 15-20.
    • Will Sap. Unarmed Strike also drains 1d4 points of permanent Wisdom drain on a failed WIS saving throw, on a success the target is instead stunned for 1 minute (can repeat the saving throw at the end of the PCs turn to recover).
    • Life Sight. See living creatures within 60 feet, even if such creatures are invisible or hidden behind nonliving objects. This cannot penetrate illusions, but does allow the will sapper to know whether an illusion covers a living Creature.
  • Annalure, Will Sapper. Use blood drinker vampire as the base creature with the following changes/additions:
    • crysknife – as rapier but does +10 damage and scores a critical on 15-20.
    • Will Sap. Unarmed Strike also drains 1d4 points of permanent Wisdom drain on a failed WIS saving throw, on a success the target is instead stunned for 1 minute (can repeat the saving throw at the end of the PCs turn to recover).
    • Life Sight. See living creatures within 60 feet, even if such creatures are invisible or hidden behind nonliving objects. This cannot penetrate illusions, but does allow the will sapper to know whether an illusion covers a living Creature.
    • Possessions: Guardian choker, crysknife, hilt of the dagger of Marnek (used in the “Dagger of Marnek” quest, and worthless without the blade).
  • Befallen Commander. 
  • Theurge.
  • Corrupted Willowisps. Use will-o-wisp as the base creature with the following changes/additions:
    • 36 hps each.
    • Immune to non-magical attacks, minimum of +1.
  • Amiaz, Cold Shade.
  • Commander Windstream, Dark Zombie
  • Hungry Cube.
    • Gelatinous cube, monstrous (MME I, pg. 211)
  • Menizzia, the Thaumaturge, Female Gnome Necromancer.
    • Use ultroloth but change type to humanoid (gnome).
    • Menizzia also has access to the spells, reactions and bonus actions of the necromancer wizard.
  • Thamaturge skeletal companion
    • Use a blue slaad but change its type to undead (human).
  • Marnek Jaull, male gnome necromancer, leader of the Burning Dead.
  • Marnek’s skeletal companion.
    • Use blackguard but change his type to undead and he appears as a skeleton.

Befallen 3 – Random Encounter (CR 14 – 16)

This should be the first random encounter on level 3.  When the encounter is triggered read:

 Skeletons of different types of humanoids fill the area.  In a swirl of magic you see the teeth of all the corpses violently pulled from their mouths forming into a vaguely humanoid creature standing 10 feet tall.  Its form ever shifting as the teeth undulate continuously. You feel a slight tug on your jaw, as if your teeth were slowly being pulled from your mouth right before the teeth-golem attacks.

The demonfang golem will crack open when bloodied and a gibbering orb will ooze out and join the battle. Both monsters fight to the death.

 

Posted in 5e, Dungeons & Dragons, Skyfortress of the Space Wizards

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