Though it is not the original kaorti cyst, the ubercyst is one of the oldest, largest, and most powerful in existence. Built in a subterranean lair within a dense forest, the cyst remains undiscovered by natives of the world. (DMs can place the ubercyst in any campaign world.) Over the millennia, the kaorti have had an opportunity to strike at unfortunate travelers passing through their forest. They capture these travelers and transform them into kaorti or into their thralls. Their lair is located 200 feet below ground, and the entrance to the winding tunnel that leads there is hidden behind a waterfall. The ubercyst has spawned numerous smaller cysts over time, and since they share the same ultimate goal, they coordinate their impending attack with the offshoot groups.
The denizens of the ubercyst have never maintained a visible presence outside their lair, and they keep their attacks spread out both in location and time to avoid arousing the suspicions of those who would try to destroy them. This well-established cyst's inhabitants include 300 kaorti, 35 monstrous thralls, 30 skybleeders, 20 rukanyr, and 10 thruocks (see part 4 of this series). Like most creatures from the Far Realm, the kaorti are insane, though aside from their distorted perceptions, the most easily identifiable illness they suffer is extreme paranoia. The only group they distrust more than the natives of this plane are each other.
The ubercyst is led by a 30th-level kaorti sorcerer named K'tral'sk. Cold, calculating, and utterly untrustworthy, K'tral'sk directs the kaorti by demanding absolute loyalty and his own warped version of order. He promotes his subordinates based largely on merit, though each one has several beneath them that would betray it without a thought to gain higher standing. Once promoted, K'tral'sk not only evaluates their value to him, but he also intentionally creates power struggles to see who can rise to the top. Those few who have remained close to him through the years have done so through guile, betrayal, and a talent for survival.
K'tral'sk is largely responsible for the recent success of this cyst. While many others are discovered by nearby inhabitants who eventually succeed in destroying them, the ubercyst has thrived by operating without drawing attention to itself. K'tral'sk insists that they mainly capture people who are knowledgeable and well-traveled so that they can force the beings to feed the cyst information. They also capture societal derelicts for immediate transformation into new kaorti. They almost never target those who they estimate will be missed unless they feel that the targets carry information that is extremely valuable. In addition, the forest the kaorti inhabit is peaceful, even tranquil, since the kaorti hunt any dangerous creatures that move into the forest and transform them into thrall to be used later. Despite the low profile that they maintain, the kaorti are not sitting motionless, and they are slowly organizing a massive attack against the nearby regions that, if successful, may transform the area into something resembling the Far Realm, but natives of this world will find the area uninhabitable.
K'tral'sk: Male kaorti Sorcerer 30; CR 31; Medium outsider (extraplanar, evil); HD 2d8+4 plus 30d4+60; hp 148; Init +6; Spd 30 ft.; AC 24, touch 17, flat-footed 22; Base Atk +17; Grp +18; Atk +18 melee (1d6+1, bite) or +19 melee (1d4+1/x4, dagger) or +19 ranged (1d4+1, dart); Full Atk +18 melee (1d6+1, bite) or +19/+14/+9 melee (1d4+1/x4, dagger) or +19/+14/+9 ranged (1d4+1, dart); SA spell-like abilities, vile transformation; SQ darkvision 60 ft., poison immunity, material vulnerability, outsider traits; AL NE; SV Fort +17, Ref +17, Will +19; Str 12, Dex 14, Con 14, Int 16, Wis 8, Cha 25.
Skills and Feats: Appraise +5, Bluff +29, Concentration +24, Craft (metalworking) +8, Craft (woodworking) +8, Diplomacy +9, Heal +23, Intimidate +22, Knowledge (arcana) +18, Knowledge (the planes) +18, Listen +0, Spellcraft +35, Spot +9, Survival +4, Use Magic Device +12; Brew Potion, Craft Magic Arms and Armor, Craft Staff , Craft Wondrous Item, Empower Spell, Exotic Weapon Proficiency (ribbon dagger), Extend Spell, Forge Ring, Improved Initiative, Spell Knowledge (x2), Weapon Finesse.
Spell-Like Abilities: 1/day -- alter self, color spray (DC 18), feather fall (DC 18), ray of enfeeblement, reduce person (DC 18), spider climb. Caster level 2nd.
Vile Transformation (Su): K'tral'sk can infuse any living creature with otherworldly essence from the Far Realm, permanently transforming the target into a mockery of its previous form. This process takes 8 hours, during which time K'tral'sk's jaws must be locked onto the victim, who must be either willing or helpless for the duration. After 8 hours, the victim must make a Fortitude save (DC 13). Failure indicates that the victim transforms into a kaorti (if the victim was humanoid), or into a kaorti thrall. If the victim succeeds at the save, K'tral'sk can attempt the transformation again; each additional attempt to transform a victim increases the save DC by +1. (See the Fiend Folio for more on transformed creatures.)
Material Vulnerability (Ex): K'tral'sk must make a Fortitude save each hour (DC 15, +1 per previous check) or take 1d6 points of nonlethal damage and become fatigued. The fatigued condition persists until the kaorti recovers all the nonlethal damage it took from its exposure to the Material Plane. If rendered unconscious through the accumulation of nonlethal damage (from this ability or from any other source), the Material Plane environs begin to deal normal damage at the same rate (Fort save negates; save DC continues to increase per check as stated above). If K'tral'sk wears his resin suit or inside his cyst, he is protected from the effects of the Material Plane.
Outsider Traits: K'tral'sk has darkvision 60 ft. and he cannot be raised or resurrected (though a wish or miracle spell can restore life).
Sorcerer Spells Known (6/8/8/8/7/7/7/7/6/6; save DC 17 + spell level; 25% chance of arcane spell failure): 0 -- acid splash, detect magic, disrupt undead, ghost sound, mage hand, mending, ray of frost, read magic, resistance; 1st -- alarm, comprehend languages, identify, magic missile, shocking grasp; 2nd -- arcane lock, blur, invisibility, knock, scorching ray; 3rd -- dispel magic, fireball, hold person, lightning bolt; 4th -- ice storm, stoneskin, wall of fire, wall of ice; 5th -- break enchantment, cloudkill, dominate person, feeblemind; 6th -- disintegrate, greater dispelling, true seeing; 7th -- finger of death, greater teleport, plane shift; 8th -- antipathy, incendiary cloud, symbol of insanity, trap the soul; 9th -- gate, imprisonment, meteor swarm, power word, kill, soul bind, wish.
Bringing the Parts Together
You can introduce K'tral'sk to the PCs while they're wandering the forest. Perhaps K'tral'sk is on his way to meet with his guardians (see part 2) at a site of recent trouble, and the PCs get their first chance to interact while he's very near (but not with) his guardians. He may attempt to send them away from the area so that he can deal with whatever has caused trouble without their interference, or he may send his guardians in to take care of the situation.
Coming in Part 2 of the Ubercyst
Take a look at some of those who protect the Ubercyst.
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