These small-sized beings are fully sentient and possess free will, giving them the ability to choose their own paths in life just as living humanoids do.

Gillfolk live beneath the sea and can walk on land. They were once humans before being mutated by ancient monsters to serve as their slaves. Having won their freedom, gillfolk now struggle for peace and justice both beneath the waves and on dry land.

The swamp-dwelling lizardfolk have a reputation for being evil creatures, yet even these descendants of dragons can be good or evil just like many other races. Some even worship the same gods as humans, elves, and dwarves do.

The result of arcane experimentation and manipulation by ancient aboleths to give them the ability to breathe both underwater and on land, the gillfolk were created from the citizens of a drowned civilization. No one knows if the aboleths’ purpose was to rescue those drowned humans, only later enslaving them, or if the aboleths wanted slaves from the outset, but the first gillfolk were slaves—and slaves the gillfolk remained for ages. With each generation, a few more gillfolk escaped their masters. Today, more gillfolk respire in free waters than the few of their brethren who are still magically bound to their ancient makers.

Physical Description: Overwhelmingly, the gillfolk race looks human, having the same range of skintones and heights that they do. Some possess a more fish-like pallor, and their eyes are sometimes described as similar to that of undersea life, but even then, they are still quite similar to humankind. Two easily-noticeable exceptions are their webbed fingers and the gills along their necks from which they derive their name. Less obviously, gillfolk do not possess lungs. When they are on the surface, their gills flare out since they must work harder to breathe. When gillfolk speak above the water’s surface, they take air into their stomach to speak, which gives their voices a croaking character.

Society: Gillfolk are a people with a common enemy—they can always put aside any mutual dislike or distrust to fight against the aboleths. Their hatred of the aboleths extends to every aspect of their lives. Gill Guard members who volunteer to defend their communities against the aboleths always get the best food, reef houses, and mates, and they are always treated well by any shop owner in the sea. Gillfolk clans are frequently led by someone who fought for the clan, and those which are not typically see their leaders overthrown by clansmen who once did.

Alignment and Religion: Raised as they are to be rebellious against their former oppressors and never give up the fight, most gillfolk have a chaotic bent. When it comes to good or evil, gillfolk can go either way, much as humans can. Gillfolk deities revolve around fishing, swimming, and rebellion. Alanqua, a former servant of a fishing deity, helped the early gillfolk escape from their aboleth masters. Cthulhu showed some gillfolk the way to overpower their captors and help them take revenge for their forced mutations.

Language and Script: While the gillfolk were the slaves of the aboleths, they were forced to learn the language of their aquatic masters, which remains the language they speak to each other to this day. However, they use a variation of the Common script to write it since they lack the tentacles to properly inscribe the markings of the language, which they call Gillscript. Few humans recognize this written language and frequently mistake it for an ancient, long-forgotten version of Common.

Love and Mating: Gillfolk tend to view life as a constant struggle that can end abruptly at any moment. This outlook leads few gillfolk to make lifelong commitments to another individual gillfolk; instead, they favor more fluid relationships that can last anywhere from only a few days to a few months. Longer-lasting relationships tend to form within adventuring groups among them. Gillfolk will spontaneously change sex if there are not enough gillfolk of a certain biological gender in the area. of particular note are the gillfolk who mate with humans—offspring from such pairings are always gillfolk, without fail. This leads many scholars to wonder if the aboleths used some form of magical curse to create the race. Regardless of the truth, nothing short of a wish spell has thus far been able to change a gillfolk into a normal human.

War: Constantly at war, gillfolk are always ready to fight. Whether it is against an aboleth, one of the many dangers of the deep sea, or against one another, gillfolk will fight with anyone. Despite this, their tactics are mostly honorable. They stand ready to defend each other should a monster from the deep attack, and they will hunt down a creature that previously attacked them or their kin. However, it is rare for gillfolk to take the initiative and go out and hunt down a creature just because it might one day pose a danger, with only two exceptions: all gillfolk will take the offensive against the aboleths, and the followers of Cthulhu stand ready to fight and kill anyone at any time if they believe them to be a threat, even other gillfolk. They always claim such killings are for the greater good.

Names: Many gillfolk give their children human names, even if those names are of an older origin and have varied or diverged somewhat from those of their surface-dwelling kin during their centuries apart. Others name their children after marine life or minerals found in the sea. Over a century ago, many gillfolk cast off their old family names in favor of new ones related to the sea, representing a family’s fighting style, or boasting of their accomplishments.

Male Names: Farthandrol, Guppy, Mikelril, Sealion, Sharktooth.

Female Names: Anemone, Breathany, Coral, Orkara, Pearl.

Family Names: Alanquin, Puffer, Sharktamer, Twinspear, Wavecrash.

Gillfolk Racial Traits

Gillfolk have the following racial traits.

  • Ability Score Increase. Swimming all day makes a gillfolk strong. Your Strength score increases by 2.
  • Age. Gillfolk are still human enough to reach adulthood around age 16 and live under a century in age.
  • Alignment. Gillfolk tend toward no particular alignment. The best and the worst are found among them.
  • Size. Gillfolk vary widely in height but tend to be solidly built. They stand between 5 and 6 feet tall. You are Medium size.
  • Speed. Your base walking speed is 30 feet. Your base swimming speed is 30 feet.
  • Gillfolk Weapon Training. You have proficiency with the net, spear, and trident.
  • Water Born. Gillfolk can breathe both air and water. A gillfolk’s body requires regular submersion in either fresh or salt water. Gillfolk who spend more than 1 day without fully submerging themselves in water for at least 1 hour gain disadvantage on all actions that day.
  • Swimmer’s Proficiency. You are proficient with the Athletics skill.
  • Languages. You can read, write, and speak Common and Deep Speech.


The two most common types of gillfolk are the deep sea gillfolk and shore line gillfolk. Choose one of these subraces.

Deep Sea Gillfolk

Deep sea gillfolk have a gray—almost sickly—pallor. Their eyes and lips tend to be larger, giving them a fishy appearance.

  • Ability Score Increase. The pressures of the deep sea make your body tough. Increase your Constitution score by 1.
  • Enhanced Darkvision. Deep sea gillfolk can see well in the eternal blackness of the sea’s bottom. Within 120 feet of you, treat dim light as if it were bright light and darkness as dim light. When in darkness, you see only shades of gray without any color.
  • Daylight Sensitivity. You have disadvantage on attack rolls and Wisdom (Perception) checks whenever you, your target, or whatever you are attempting to see is in direct sunlight.
  • Cold Resistance. Deep sea gillfolk live in a world that would chill others to the bone. You have advantage against cold and resistance against taking cold damage.

Shore Line Gillfolk

Gillfolk that live along the shore line could pass for humans were it not for the folds of skin on their necks.

  • Ability Score Increase. Shore line gillfolk are very friendly and magically-attuned. You increase your Charisma by 1.
  • Shore Line Gillfolk Magic. You know the shocking grasp cantrip. Once you reach 3rd level, you can cast the speak with animals spell once per day. Once you reach 5th level, you can cast the misty step spell once per day. Charisma is your spellcasting ability for these spells.
Section 15: Copyright Notice

Book of Heroic Races: Player Races 2. © 2017, Jon Brazer Enterprises

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