Donated by M Jason Parent / HellHound. This NPC uses the 3.5 Core Rules including the Expanded Psionics Handbook, as well as the Ooze Creature, Id Ooze and Savant templates from Green Ronin's Advanced Bestiary. The templates were applied to a Giant Octopus in the following order: Ooze, Id Ooze then Savant, then adding 8 Psion (telepath) levels. Dershan was designed to be a mastermind-style villain for a mid-level campaign. If you do not have the Advanced Bestiary, ignore the Create Spawn ability.

Technically, to be worth his full CR of 14, he should be equipped. I will finish equipping him soon, but otherwise treat him as being 1 or 2 CR lower than indicated here.

Giant Savant Id Ooze Octopus Psion (Telepath) 8
Large Ooze (augmented animal (Aquatic))
Hit Dice: 8d10+8d4+83 (148 hp)
Initiative: +2
Speed: 10 ft. (2 squares), swim 15 ft. (+10 ft. when focused)
Armor Class: 11 (–1 size, +2 Dex), touch 11, flat-footed 9
Base Attack/Grapple: +10/+20
Attack: Tentacle +16 melee (1d6+6)
Full Attack: 8 tentacles +16 melee (1d6+6) and bite +11 melee (1d8+3)
Space/Reach: 10 ft./10 ft. (20 ft. with tentacle)
Special Attacks: Acid, bilious globule, exude ooze, improved grab, constrict, psionics
Special Qualities: Combat insight, deductive leap, immunities, ink cloud, jet, low-light vision, mutable form, terrain insight, uncanny dodge, skill mastery
Saves: Fort +16, Ref +10, Will +13
Abilities: Str 22, Dex 14, Con 24, Int 25, Wis 20, Cha 6
Skills: Concentration +26, Decipher Script +18, Diplomacy +13, Disable Device +10, Escape Artist +31, Hide +14, Knowledge (Local) +21, Knowledge (the Planes) +20, Knowledge (Psionics) +23, Listen +18, PsiCraft +20, Search +11, Sense Motive +20, Spot +18, Swim +14, Use Magic Device +9
Feats: Alertness, Blind-FightB, Combat Manifestation, Improved Natural Weapon (Tentacle), Skill Focus (Hide), Speed of Thought, Toughness, Weapon Focus (Tentacle)
Challenge Rating: 14

An opponent can attack Dershan's tentacles with a sunder attempt as if they were weapons. Dershan's tentacles have 10 hit points each. If Dershan is currently grappling a target with the tentacle that is being attacked, he usually uses another limb to make his attack of opportunity against the opponent making the sunder attempt. Severing one of Dershan's tentacles deals 5 points of damage to him. He regrows severed limbs in 1d10 days.

Acid (Ex): Dershan deals 1d6 acid damage with each natural attack. Any creature grappling with Dershan automatically takes this acid damage each round that the grapple is maintained, in addition to any damage Dershan might deal with a successful grapple check.

Bilious Globule (Ex): Dershan can launch a glob of acid at foes as a ranged touch attack. This is treated as a thrown weapon with a range increment of 20 feet. The globule deals 1d6 acid damage.

Combat Insight (Ex): Dershan gains a +2 insight bonus on attack and damage rolls and a +2 insight bonus to AC against any creature it has watched in combat for at least 3 rounds.

Constrict (Ex): Dershan deals 2d8+9 points of damage with a successful grapple check.

Create Spawn (Ex): Any living creature reduced to 0 or fewer hit points and lying prone in Dershan's exuded ooze and who fails a stabilization check transofrms into ooze, gaining the ooze template instead of losing a hit point. The new ooze creature arises on the following round with average hit points. The new ooze creature is controlled by Dershan.

Deductive Leap (Ex): Once per round, Dershan can choose to substitute its Intelligence modifier for hte ability modifier usually associated with a saving throw it is about to make. The decision to use this ability must be made before the save is rolled, and can be used even if Dershan does not know what the save is for.

Exude Ooze (Su): As a full-round action, Dershan can exude a circle of slippery ooze in a 15-foot diameter spread centered on its body. This exuded ooze remains for 2 minutes. Any non-ooze creature attempting to move in, through, or out of the area must succeed on a DC 15 Balance check or fall prone. Each round a creature remains in contact with the ooze puddle, it takes 1d6 points of acid damage. A creature prone within the acid puddle instead takes 3d6 acid damage per turn.

Immunities (Ex): Immune to mind-inflencing effects and acid.

Improved Grab (Ex): To use this ability, Dershan must hit an opponent of any size with any natural weapon attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold. If the attack that started the grab was a tentacle attack, it can also immediately constrict.

Ink Cloud (Ex): While underwater, Dershan can emit a cloud of jet-black ink 20 feet high by 20 feet wide by 20 feet long once per minute as a free action. The cloud provides total concealment, which the octopus normally uses to escape a losing fight. All vision within the cloud is obscured.

Jet (Ex): While underwater, Dershan can jet backward once per round as a full-round action, at a speed of 200 feet. It must move in a straight line, but does not provoke attacks of opportunity while jetting.

Mutable Form (Ex): Dershan's body is only semi-solid. This allows it to squeeze through apertures and into spaces that its size would normally prevent. He is treated as two size categories smaller than he is when determining if it can fit through an opening or aperture.

Terrain Insight (Ex): Dershan gainsa +4 bonus on initiative rolls and Hide, Listen, Move Silently, Search and Spot checs in any area with which he is very familiar.

Uncanny Dodge (Ex): Dershan retains his Dex bonus to AC regardless of being cought flat-footed or attacked by an unseen opponent.

Skill Mastery (Ex): Dershan may take 10 on checks made with any of the following skills, even if sress or distraction would normally prevent him from doing so: Concentration, Diplomacy, Disable Device, Escape Artist, Hide, Listen, Spot, Psicraft, Search, Sense Motive, Use Magic Device.

Psionics: Manifester Level 8; Base save DC = 17 + power level; 86 Power Points; Powers Known: 1 - Conceal Thoughts, Inertial Armor, Mindlink, Mind Thrust, Psionic Charm; 2 - Aversion, Psionic Lock, Psionic Suggestion, Swarm of Crystals; 3 - Body Adjustment, Dispel Psionics, Hostile Empathic Transfer, Time Hop; 4 - Psionic Dimension Door, Psionic Divination, Psionic Dominate, Schism.

Skills: Dershan can change colors, giving him a +4 racial bonus on Hide checks. His body is can squeeze and contort, giving him a +30 racial bonus on Escape Artist checks. He gains a +4 insight bonus on Bluff, Diplomacy, Intimidate, and Sense Motive checks against creatures he has observed or interacted with for 1 minute. Further, he can use all Knowledge skills, plus Decipher Script, Disable Device, Open Lock and Use Magic Device untrained. Dershan has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. He can always choose to take 10 on a Swim check, even if distracted or endangered. Dershan can use the run action while swimming, provided he swims in a straight line.