Mimic Form of Nyarlathotep

7th-level transmutation

Casting Time: 1 action

Range: Self

Components: V, S, M (holy symbol of Nyarlathotep)

Duration: Concentration, up to 1 minute

You take on one of Nyarlathotep’s forms. You choose either to drop all worn and carried equipment or to merge it all into your new form. Equipment that merges has no effect until it reappears when the spell ends. You lose all special senses and movement speeds from your race but retain any features of your class, race, or other source as long as your new form is physically capable of using them.

Choose one of the following forms (see below). Its effects last for the duration. If a form lists a spell slot level, you can choose that form only if you used a spell lot of at least that spell slot level to cast this spell. Other forms with similarly potent benefits might be available at GM’s discretion. While the spell lasts, you can use your action to switch from one available form to another that requires a slot equal to or lower than the slot you expended when casting this spell.

The Bloated Woman (9th-Level Slot). You become a Large humanoid monstrosity with two long tentacles in place of arms, six smaller tentacles emerging from your torso, a tiny tentacle for a nose, and five fang-filled mouths.

When you assume this form, any equipment you didn’t choose to drop appears as if it was melded into your body and resizes itself to be usable for your monstrous shape.

You can use each of your six smaller tentacles to wield a weapon or manipulate an object; you can draw an item as part of the action to use it, such as the Attack action. You gain truesight 120 ft. and blindsight 10 ft. Your walking speed becomes 30 feet and you don’t have to spend extra movement to climb or swim. Unless they are higher, your Strength score becomes 22 (+6 modifier) and your Dexterity score becomes 21 (+5 modifier). You have resistance to bludgeoning, piercing, and slashing damage from nonmagical attacks.

You gain two tentacle attacks and a bite attack. Your unarmed strikes deal 2d8 bludgeoning or piercing damage (depending on whether you use your tentacle or bite, respectively) and you are proficient with unarmed strikes.

You gain the Extra Attack feature if you did not already have it, allowing you to attack twice (instead of once) whenever you take the Attack action on your turn. When you make an unarmed strike with a tentacle, it has the light property and a reach of 10 feet. When you hit a Medium or smaller creature with your tentacle, you can use a bonus action to initiate a grapple contest with it. All these natural weapon attacks are magic. Whenever you hit with a bite, you deal an additional 2d10 psychic damage and if the target is a creature, you regain hit points equal to the psychic damage it takes.

The Dark Demon. You become a Large humanoid monstrosity with boar-like features and ripping talons. You gain darkvision 120 ft. Magical darkness doesn’t impede your darkvision. Your walking speed becomes 60 feet. Unless they are higher, your Strength score becomes 20 (+5 modifier) and your Dexterity score becomes 20 (+5 modifier).

Your Armor Class without armor is equal to 13 + your Dexterity modifier. You have resistance to bludgeoning, piercing, and slashing damage from nonmagical attacks.

You gain a tusk and two claw attacks. Your unarmed strikes deal 2d8 piercing or slashing damage (depending on whether you use your tusk or claw, respectively) and you are proficient with unarmed strikes. When you make an unarmed strike to claw, it has the light property.

You gain the Extra Attack feature if you did not already have it, allowing you to attack twice (instead of once) whenever you take the Attack action on your turn. All these natural weapon attacks are magical.

The Haunter of the Dark (9th-Level Slot). You become a Huge shadow with a single, three-lobed eye. Your eye burns with magical darkness; in nonmagical darkness, it remains visible even to creatures without darkvision, although it is lightly obscured. You can close your eye to suppress this visibility, but you are blinded while it is closed.

You have small tentacles and two big prehensile wings that can manipulate objects as if they were hands. You gain truesight with a range of 120 feet. Your walking speed becomes 40 feet and you have a flying speed of 70 feet and can hover. You don’t have to spend extra movement to climb. You can move through creatures and objects as if they were difficult terrain, but if you end your movement inside an object, you take 5 force damage. Unless they are higher, your Strength score becomes 19 (+4 modifier) and your Dexterity score becomes 23 (+6 modifier). Your Armor Class without armor is equal to 13 + your Dexterity modifier. You have vulnerability to radiant damage. You have resistance to the following types of damage: acid, cold, necrotic, poison, thunder, and bludgeoning, piercing, and slashing damage from nonmagical attacks. You have immunity to exhaustion and the grappled, paralyzed, petrified, prone, and restrained conditions.

You have disadvantage on attack rolls and ability checks in dim light. You have disadvantage on attack rolls, saving throws, and ability checks in bright light. If you start your turn in bright sunlight, you take 50 radiant damage (doubled to 100 damage by vulnerability).

As an action, you can make a melee spell attack to touch a creature within 10 feet. On a hit, the creature takes 3d8 force damage and it must succeed on a Constitution saving throw or take 30 necrotic damage. If it then has 0 hit points after taking necrotic damage, it dies. The target automatically succeeds on its saving throw if it previously made a saving throw against this spell since you cast it (regardless of whether it succeeded).

The Howler in Darkness (9th-Level Slot). You become a Huge, three-legged, headless monster with a tentacle extending from where your head would be. You gain blindsight 60 ft. and truesight 120 ft. You don’t have to breathe.

Your walking speed becomes 60 feet and you have a flying speed of 60 feet and can hover. Unless they are higher, your Strength score becomes 28 (+9 modifier) and your Dexterity score becomes 21 (+5 modifier). Your Armor Class without armor is equal to 12 + your Dexterity modifier.

You have resistance to the following types of damage: acid, cold, lightning, necrotic, poison, and thunder, as well as bludgeoning, piercing, and slashing damage from nonmagical attacks.

You gain a tentacle, a bite, and two claw attacks. Your unarmed strikes deal 2d12 bludgeoning, piercing, or slashing damage (depending on whether you use your tentacle, bite, or claw, respectively) and you are proficient with unarmed strikes.

You gain the Extra Attack feature if you did not already have it, allowing you to attack twice (instead of once) whenever you take the Attack action on your turn. When you make an unarmed strike with a claw, it has the light property. Your bite and claws have a reach of 10 feet; your tentacle has a reach of 20 feet. When you hit a Large or smaller creature with your tentacle, you can use a bonus action to initiate a grapple contest with it. All these natural weapon attacks are magic. Whenever you hit with an unarmed strike, you deal an additional 2d4 necrotic damage and if the target is a creature, you regain hit points equal to the necrotic damage it takes.

Finally, you can raise your tentacle to the sky and howl as an action once during the spell’s duration. When you do, each other creature within 60 feet that can hear you must make a Constitution saving throw. The creature takes 4d8 necrotic damage, 3d10 psychic damage, and 4d6 thunder damage on a failed save, or half as much damage on a success. At the start of each turn you are in the Howler’s form after howling, you roll a d6. On a 5 or 6, you regain the ability to howl.

The Shadow Pharaoh (8th-Level Slot). You become a Huge, sphinx-like creature with a blank surface instead of a face. You gain truesight 120 ft. To this truesight, spells and magic items emit a faint aura and you automatically know each one’s school of magic, if any. You don’t need to breathe and are immune to gaze attacks. Your walking speed becomes 50 feet and you have a flying speed of 60 feet. Unless they are higher, your Strength score becomes 24 (+7 modifier) and your Dexterity score becomes 19 (+4 modifier). Your Armor Class without armor is equal to 12 + your Dexterity modifier. You have resistance to bludgeoning, piercing, and slashing damage from nonmagical attacks.

You gain two claw attacks. Your unarmed strikes deal 3d8 slashing damage and you are proficient with unarmed strikes.

You gain the Extra Attack feature if you did not already have it, allowing you to attack twice (instead of once) whenever you take the Attack action on your turn.

Your claws have a reach of 10 feet. These natural weapon attacks are magic. Once on each of your turns, when you hit with an unarmed strike, you deal an additional 3d6 necrotic damage and if the target is a creature, it must succeed on a Constitution saving throw or its hit point maximum is reduced by the amount of necrotic damage it took for 8 hours. If its hit point maximum is reduced to 0, it dies.

Finally, you can use your action to cloud your blank visage with cosmic images. Each creature of your choice within 60 feet that can see your face must succeed on a Wisdom saving throw or become frightened until the duration ends. At the end of each affected creature’s turn, if it can’t see your face, it makes a new saving throw, ending the frightened condition on a success. Each creature that succeeds on its saving throw is immune to this action for 24 hours.