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This beautiful woman has red antennae, gossamer insectile wings, a wasp’s legs, and a serpentine whip.

Empusa CR 13

Source Planar Adventures pg. 232
XP 25,600
CN Medium outsider (chaotic, extraplanar, shapechanger)
Init +8; Senses darkvision 60 ft., low-light vision; Perception +21


AC 28, touch 18, flat-footed 20 (+8 Dex, +10 natural)
hp 174 (12d10+108); fast healing 5
Fort +17, Ref +16, Will +10
DR 10/lawful; Immune disease, electricity, poison; SR 24


Speed 30 ft., fly 60 ft. (good)
Melee lash +22/+17/+12 (1d6+5/×2 plus poison)
Space 5 ft., Reach 5 ft. (10 ft. with lash)
Special Attacks lash, sneak attack +3d6
Spell-Like Abilities (CL 13th; concentration +19)
At will—invisibility, major image (DC 20), modify memory (DC 20), suggestion (DC 19)
3/day—charm monster (DC 20), phantasmal vengeance (DC 20), teleport (self plus 50 lbs. of gear only)
1/day—mislead (DC 22), true seeing


Str 17, Dex 26, Con 29, Int 18, Wis 22, Cha 23
Base Atk +12; CMB +20; CMD 33
Feats Agile Maneuvers, Combat Expertise, Combat Reflexes, Deceitful, Improved Feint, Weapon Finesse
Skills Acrobatics +23, Bluff +25, Disguise +25, Fly +27, Knowledge (planes) +13, Knowledge (religion) +10, Perception +21, Ride +23, Sense Motive +21, Sleight of Hand +23, Stealth +23
Languages Common, Elven; tongues
SQ change shape (elf, alter self)


Environment any (Elysium)
Organization solitary, pair, or vengeance (3–6)
Treasure standard

Special Abilities

Lash (Su) As a move action, an empusa can manifest a whip-like weapon that appears to be a coiling serpent—once manifested, the lash exists as long as the empusa carries it. A lash vanishes if it is disarmed or the empusa drops it or is slain. An empusa’s lash has a reach of 10 feet and deals 1d6 points of slashing damage on a hit. In addition, a creature damaged by the lash is affected by its toxic venom.

Lash Venom: Lash—injury; save Fort DC 25; frequency 1/round for 6 rounds; effect 1d4 Wis damage plus confused for 1 round; cure 2 consecutive saves. The save DC is Constitution-based.

Phantasmal Vengeance (Sp) This spell-like ability functions as phantasmal killer, save that the image it creates is of a creature or person who the viewer has wronged in their past (or of the empusa herself if there are no other appropriate options). If the target of a phantasmal vengeance fails his Fortitude save, the empusa can opt to have the victim become paralyzed for 1 hour rather than die from fear.


The empusas are Calistria’s handmaidens and elite agents. Effortlessly passing for elves, empusas move secretly through society, manipulating mortals and influencing events to achieve their missions of vengeance.

An empusa stands 6 feet tall and weighs 120 pounds.