Managing NPCs

EQUIPMENT G RAPPLE RULES FOR NPCS

A stat block sometimes refers to equipment, other than
Many NPCs have special attacks that allow
armor or weapons, used by an NPC. A creature that
them to quickly grapple prey. When an NPC hits
customarily wears clothes, such as a humanoid, is assumed
with such an attack, it doesn’t need to make an
to be dressed appropriately.
additional ability check to determine whether
You can equip NPCs with additional gear and trinkets the grapple succeeds, unless the attack says
however you like, and you decide how much of an NPC’s otherwise.

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equipment is recoverable after the creature is defeated and A creature grappled by the NPC can use its
whether any of that equipment is still usable. A battered action to try to escape. To do so, it must succeed
suit of armor made for a low-level NPC is rarely usable on an Athletics or Acrobatics check against the
by someone else, for instance. escape DC in the NPC’s stat block. If no escape DC
is given, assume the DC is 10 + the NPC’s Athletics

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modifier.
LEGENDARY CREATURES
A legendary creature can do things that ordinary creatures
can’t. It can take special actions outside its turn, and it
might exert superpowered influence for miles around.
If a creature assumes the form of a legendary creature,
such as through a power, it doesn’t gain that form’s
legendary actions, lair actions, or regional effects.

L EGENDARY ACTIONS
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A legendary creature can take a certain number of
special actions—called legendary actions—outside its
turn. Only one legendary action option can be used at
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a time and only at the end of another creature’s turn.
A creature regains its spent legendary actions at the
start of its turn. It can forgo using them, and it can’t
use them while incapacitated or otherwise unable to take
actions. If surprised, it can’t use them until after its first
turn in the combat.
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A L EGENDARY C REATURE’S L AIR

A legendary creature might have a section describing its
lair and the special effects it can create while there, either
by act of will or simply by being present. Such a section
applies only to a legendary creature that spends a great
deal of time in its lair.
Sa

L AIR ACTIONS
If a legendary creature has lair actions, it can use them
to harness the ambient power in its lair. On initiative count
20 (losing all initiative ties), it can use one of its lair action
options. It can’t do so while incapacitated or otherwise
unable to take actions. If surprised, it can’t use one until
after its first turn in the combat.

REGIONAL EFFECTS
The mere presence of a legendary creature can have strange
and wondrous effects on its environment, as noted in this
section. Regional effects end abruptly or dissipate over
time when the legendary creature dies or departs.

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 SUPERPOWERED
OPERATIVES
This section contains dozens of complete superpowered Boon of the Tome. Adelita has a small arcane tome that

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operatives, made according to the character creations rules allows her to use 3 additional at will powers when on
of S5E. A sample biography is included with each, but feel her person. The book also grants her advantage on
free to use any of the below either as heroes or villains, or Mysticism checks.
even as pregenerated characters for your players. Intimations of the Future. When Adelita is targeted by
a foe she can see, she can use her reaction to impose

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disadvantage on their attack roll.
A DELITA
Adelita, or Valentina Lopez, is a semi-retired Mystic hero Third Eye. Adelita has darkvision to 60 ft.
who now curates her city’s History Museum. She is a tall Superpowers. Adelita is a 7th-level superpowered
Mexican woman, with long, straightened dark hair that human. Her power ability is Intelligence (power save
features a prominent silver stripe. She favors black clothing DC 15, +7 to hit with powered attacks). She has the
and lipstick in a goth style. She is usually seen with a black following powers:
cat, nicknamed Shekhinah, who is her familiar. • At will: catch your breath, eldritch blast, sensory focus,
beguile*, obscure*, silent step*
Human ancestry, modern Earth culture
Arcane Mystic 7

Armor Class 15
Hit Points 62
Speed 30 ft.
e • 1st level (reflexive): cure wounds, glare, shadowy strike,
find familiar (ritual)*, encrypt message (ritual)*, unseen
servant (ritual)*
• 2 nd level (reflexive): alter self, darkvision
• 3 rdlevel (3 slots): disperse power
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Initiative Bonus +2
• 4th level (1 slot): arcane eye, secret chest
STR DEX CON INT WIS CHA * Power granted by an invocation or boon.
10 (+0) 14 (+2) 14 (+2) 18 (+4) 13 (+1) 12 (+1)
ACTIONS
Saving Throws Str +0, Dex +2, Con +2, Int +7, Wis +1, Eldritch Blast. Ranged Power Attack: +7 to hit, range 120
Cha +4 ft., two beams. Hit: 5 (1d10) force damage per beam,
Skills History +7, Investigation +10, Mystic +10, +4 damage to one of them
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Persuasion +4, Stealth + 5

Shadowy Strike. Melee Power Attack: +7 to hit, range 5
Proficiencies simple weapons, light armor
ft., one target. Hit: 16 (3d10) necrotic damage.
Senses passive Perception 11, Darkvision 60’
Languages Spanish, English, Arabic, Ancient Greek,
Sanskrit
Challenge 3 (700 XP) Proficiency Bonus +3

Background: Scholar. Adelita is a curator of a history

Sa

museum.
Mystic Power. Adelita knows three at will powers and
eight leveled powers, with 3rd and 4th level power
slots.
Reflexive Powers. Adelita can use her 1st and 2nd level
powers reflexively.
Mystic Path: Arcane. Adelita doubles her proficiency
bonus on Investigation and Mysticism checks. She
also has advantage on rolls to detect superpowered
individuals within 30 feet of her.
Invocations. agonizing power, eyes of the rune keeper,
intuitions of ancient secrets

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 A ETHER Reflexive Powers. Aether can use 1st –4th level powers
Liu Yaping was a Chinese taikonaut sent on a mission reflexively.
to the International Space Station. While in orbit, she Recuperate. Once per day as an action, Aether can
conducted a spacewalk, but encountered some undetected remove one level of exhaustion.
space debris that punctured her suit. Fortunately, she
Symbiotic Combat. Aether can use her bonus action
was able to return to the ISS before total decompression
to strike a target within ten feet with a melee power
occurred, but the space dust had cut through not only
attack, dealing 11 (1d8 + 7) bludgeoning on a hit.
her suit but her skin as well, leaving her wounded and
When she is struck by a visible attack, she can use her

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strangely ill.
reaction to create a symbiotic shield that absorbs 5
Upon returning, she was deemed unfit to continue to points of the damage, negating it.
serve for health reasons and was discharged. Unbeknownst Transformation Adept. Aether can use her
to her superiors, however, that space debris wasn’t inert; transformation powers as bonus actions or actions.
it was a crystallized egg of an alien symbiote, an oily

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Bodily Purity. Aether ages only one year for every ten
form that merged with her physiology at the cellular level,
that pass. She is also immune to natural diseases.
granting her amazing and disturbing powers.
Feat: Insightful. Aether adds her proficiency bonus to
Now she uses these eerie powers granted her by her alien her Wisdom ability score.
symbiote to serve her new superiors in the corporate sector.
Symbiotic Tentacles. Aether can use a bonus action to
What the symbiote’s true agenda is, however, remains
extend a tentacle up to 30 feet. As a part of this bonus
unknown.
action, it can take the Use an Object action as a bonus
Human ancestry, modern Earth culture action; swing from structures like a grappling hook;
Symbiosis Metamorph 14 attempt to grapple foes; and make one melee attack

Armor Class 17
Hit Points 126
Speed 30 ft., climb 30 ft.
Initiative Bonus +2
e as in the Symbiotic Combat feature. The tentacle can
teach around corners. She can produce up to three
tentacles at a time, though only perform one bonus
action, total, per turn. If they take damage, she does
as well.
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STR DEX CON INT WIS CHA Superpowers. Aether is a 14th-level superpowered
10 (+0) 14 (+2) 14 (+2) 14 (+2) 25 (+7) 11 (+0) human. Her power ability is Wisdom (power save
Saving Throws Str +0, Dex +2, Con +7, Int +2, Wis +12, DC 20, +12 to hit with powered attacks). She has the
Cha +0 following powers:
Skills Athletics +10, Perception +12, Science +7, Survival • At will: contort, fangs, catch your breath
+12, Technology +7 • 1st level (reflexive): helping hand*, alter metabolism,
m

Proficiencies Simple weapons, light and medium armor, cure wounds, enlarged strike, jump
vehicles (air), Cartographer’s Tools • 2 nd level (reflexive): enlarge/reduce*, alter density, alter
Senses passive Perception 22 self, darkvision
Languages Chinese, English, Russian • 3 rd level (reflexive): extrude spikes*, environmental
Challenge 8 (3,900 XP) Proficiency Bonus +5 adaptation, furious onslaught
Background: Pilot. Aether was trained as a pilot and • 4 th level (reflexive): wicked claws*, blindsight, trade
taikonaut. shots
Sa

Metamorph Power: Symbiosis. Aether knows three at • 5th level (2 slots): vicious jaws*, enhanced enlarge/
will powers and 14 leveled powers, not counting her reduce, tremorsense
transformation powers listed below. • 6 th level (1 slot): regenerate self*, heal
• 7th level (1 slot): regenerate others
Telepathic Experience. Aether gains proficiency in
Survival from her symbiote. * Powers gained from transformation.

Symbiote Climbing. Aether exudes a sticky substance ACTIONS

that allow her to climb. Fangs. Melee power attack: +12 to hit, one target. Hit: 10
Adaptable. Aether has expertise in Athletics. (4d4) piercing and 14 (4d6) poison damage
Bodily Control. Aether can go five times longer than Enlarged Strike. Melee power attack: +12 to hit, one
normal with food, water, or air. She has advantage target. Hit: 32 (5d12) bludgeoning damage.
on rolls to resist disease and to avoid or escape Enhanced Enlarge. When Large in size, Aether adds
being grappled or restrained. She also gains the max 2 (1d4) damage to melee attacks. When Huge in size,
number of Hit Points for Hit Dice she spends. she adds 7 (2d6) damage.

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 Superpowered Operatives

Extrude Spikes. When extruding spikes, Aether adds 5 damage. Finally, when she uses an elemental power
(1d8) piercing damage to melee attacks. and deals radiant damage, her target is blinded until
Furious Onslaught. Ranged Power Attack: +12 to hit the end of her next turn.
each target within 10 feet. Hit: 22 (5d8) bludgeoning Font of the Elements. Angelis has eight element points
damage. she can use to activate one of her two metapowers:
Wicked Claws. Melee power attack: +12 to hit, reach, one enhanced power and heightened power.
target. Hit: 33 (6d10) slashing damage. Elemental Accuracy. When Angelis uses radiant
Vicious Jaws. Melee power attack: +12 to hit, 10 feet, one powers that affect an area, she can choose to exclude

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target. Hit: 35 (10d6) piercing damage. up to a number of creatures equal to 1 + the power’s
level; they take no damage.
Vicious Jaws, while Huge Size & Extruding Spikes:
Melee power attack: +12 to hit, 10 feet, one target. Hit: Reflexive Powers. Angelis can use 1st and 2nd level
47 (10d6 + 2d6 + 1d8) piercing damage. powers reflexively.

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Elemental Ward. When Angelis is hit by a visible melee
attack, the attacker takes 3 radiant damage.
A NGELIS
Angelis appears to be human with one large exception— Superpowers. Angelis is an 8th-level superpowered
she has a pair of feathery wings that sprout from her back. human. Her power ability is Charisma (power save
Angelis is an alien from a planet circling Deneb, in the DC 16, +8 to hit with powered attacks). She has the
Cygnus constellation, and she was stranded here on Earth following powers:
as a young adult. Since then, she taken up robbing banks • At will: distract, light
to get the money she needs to survive until her people • 1st level (reflexive): color spray, elemental blast,
eventually come to rescue her—she hopes. She says she’s elemental strike

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an angel collecting alms and the money is going to do
divine work, but all she’s really doing is collecting divine
interest in her offshore bank accounts. Like others from
Deneb-2, her planet, she can manipulate light powers in
addition to having wings. Alas, she has not used them to
• 2 nd level (reflexive): blur, elemental weapon
• 3 rd level (3 slots): daylight, elemental burst, fly
• 4 th level (2 slots): healing factor, radiant wall

ACTIONS
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bring light into the world so much as to herself. Elemental Blast. Ranged Power Attack: +8 to hit, range
90 ft., one target. Hit: 13 (3d8) radiant damage.
Alien ancestry, modern Earth culture
Elemental Burst. Ranged Power: each target in a 30-foot
Light Elementalist 8
cone must make a DC 16 DEX save or take 28 (8d6)
Armor Class 16 radiant damage, or half on a success.
Hit Points 70 Elemental Strike. Melee Power Attack: +8 to hit, range 5
Speed 30 ft. ft., one target. Hit: 16 (3d10) radiant damage.
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Initiative Bonus +3

STR DEX CON INT WIS CHA

10 (+0) 16 (+3) 12 (+1) 11 (+0) 10 (+0) 20 (+5)

Saving Throws Str +0, Dex +3, Con +4, Int +0, Wis +0,
Cha +8
Skills Deception +8, Insight +3, Perception +3,
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Persuasion +8
Damage Immunity Radiant
Proficiencies Simple weapons, light armor, harp
Senses passive Perception 13
Languages English, Latin
Challenge 4 (1,100 XP) Proficiency Bonus +3

Alien Physiology: Flight. Angelis has a pair of wings

that grant her a flying speed equal to her walking
speed.
Background: Corporate Drone. Angelis was an officer
worker before gaining her powers.
Elemental Manifestation. Angelis manifests her
powers through light. The damage type of her
powers is radiant, and she has immunity to radiant

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 AQUANAUT Variant Feat: Natural Manifestation. Aquanaut
Aquanaut, or Kai Ōpūnui, is a young nonbinary Hawaiian has certain features that make them especially
and hero operating in the waters around the Hawaiian comfortable in the sea. They can breathe underwater
Islands, as well as the larger Pacific Rim. As they grew up, (environmental adaptation) and have a swim speed
they develop a deep connection to the animal kingdom, equal to their walking speed (improved movement).
both studying them in college as well as learning to ride, Background: Scientist. Aquanaut grew up studying zoology.
train, and generally interact with them as well. Hand in
Natural Domain: Animals. Aquanaut communes with
hand with that, they also developed a strong commitment
and commands animals. They know two at will powers

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to fighting for climate justice and environmentalism.
and six leveled powers from the vitalist or generalist lists.
They have a tiger shark companion named Salty that they
befriended on a recent diving trip as well. Animal Companion. Aquanaut has a pet salt-water
crocodile that they brought back from a trip to
Human (variant) ancestry, modern Earth culture Australia. Salty has grown in power along with

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Animal Vitalist 6 Aquanaut (see Salty’s stat block below). They can
command their crocodile with a bonus action.
Armor Class 15
Hit Points 62 Channel Nature: Wild Rapport. Aquanaut can use an
Speed 30 ft., swim 30 ft. action to attempt to charm every living creature within 30
Initiative Bonus +2 feet. If they fail a Wisdom saving throw, they are charmed
by Aquanaut for 1 minute or until they take any damage.
STR DEX CON INT WIS CHA
Channel Nature: Wild Shape. Aquanaut can transform
10 (+0) 14 (+2) 14 (+2) 10 (+0) 18 (+4) 10 (+0)
into any beast of CR 2 or less that they have seen alive,
Saving Throws Str +0, Dex +2, Con +5, Int +0, Wis +7, including a polar bear, condor, or hunter shark.
Cha +0

Survival +10 e
Skills Animal Handling +10, Athletics +3, Science +3,

Proficiencies Simple and martial weapons, light and

medium armor, vehicles (water)
Reflexive Powers. Aquanaut can use 1st level powers
reflexively.
Nature’s Ally. When Aquanaut leads a group in travel,
they can ignore difficult terrain, can’t be lost, and
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remain alert at normal speeds. When traveling by
Senses passive Perception 13
themself, they can move stealthily at normal speed
Languages English, Hawaiian, Tagalog
and can forage for double as much food as normal.
Challenge 3 (700 XP) Proficiency Bonus +3
When tracking, they can determine the exact size,
number, and how long ago they passed.
SALTY, AQUANAUT’S TIGER SHARK Beast Friend. Animals love Aquanaut. Each beast
within 10 feet is automatically charmed by them.
Large beast
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Superpowers. Aquanaut is a 6th-level superpowered

Armor Class 14 (Natural Armor) human. Their power ability is Wisdom (power save
Hit Points 76 (8d8 + 24) DC 15, +7 to hit with powered attacks). They have the
Speed 0 ft., swim 40 ft. following powers:
STR DEX CON INT WIS CHA • At will: catch your breath, mud splash
17 (+3) 16 (+3) 16 (+3) 4 (−3) 13 (+1) 7 (−2) • 1st level (reflexive): animal friendship*, speak with
Skills Perception +4 animals*, goodberry, martial strike
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Senses Blindsight 30 ft., Passive Perception 14 • 2 nd level (3 slots): animal messenger*, web*, darkvision,
enhanced hearing
Languages Understands English and Hawaiian
but cannot speak • 3 rd level (3 slots): conjure animals*, water breathing*,
Challenge 1/2 (100 XP) Proficiency Bonus +3 call lightning, superior olfaction
* Power granted by TBD.
Pack Tactics. The shark has advantage on an
attack roll against a creature if at least one of ACTIONS
the shark’s allies is within 5 feet of the creature Call Lightning. Ranged Power: range 120 ft., each creature
and the ally isn’t incapacitated. within 5 feet of the target must make a DEX save or
Water Breathing. The shark can breathe only take 16 (3d10) lightning damage, or half on a success.
underwater. Martial Strike. Melee Power Attack: +7 to hit, range 5 ft.,
ACTIONS one target. Hit: 11 (2d10) bludgeoning damage.
Bite. Melee Weapon Attack: +6 to hit, reach 5 ft., Mud Splash. Ranged Power: range 60 ft., one or two
one creature. Hit: 8 (1d8 + 3) piercing damage. targets. DEX save or take 9 (2d8) bludgeoning damage.

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 Superpowered Operatives

A RACHNA Superpowers. Arachna is a 6th-level superpowered

Arachna comes from a planet of eight-limbed mammals alien. Her power ability is Intelligence (power save
that look something like spider-like humanoids. She has DC 15, +7 to hit with powered attacks). She has the
never seen an actual earth spider, however, so she doesn’t following powers prepared:
really get the reference. Before joining up with the Sentinels • At will: power device, sense device
of the Stars, Arachna was an ace scout and salvaging expert, • 1st level (reflexive): encrypt message, force armor, innate
searching derelict ships and combat wreckage for tech orientation, martial strike, sonic blast
she can repurpose or sell. She brings an amazing mind • 2 nd level (3 slots): combat drone, hack system, stun

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for every kind of device to the team, as well as a deadly
• 3 rd level (3 slots): chameleon, lightning bolt
laser rifle left behind by some lost civilization.
EQUIPMENT
Alien ancestry, alien culture
Vibro-knife, advanced laser rifle, smoke grenade, frag
Weaponry Tech 6
grenade, stun grenade

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Armor Class 15 (17 with force armor)
Hit Points 55 BONUS ACTIONS
Speed 35 ft., 35 ft. climbing Combat Drone. Ranged Power Attack: +9 to hit, range 60
Initiative Bonus +2 ft., one target. Hit: 11 (1d8 + 6) lightning damage.

STR DEX CON INT WIS CHA ACTIONS

12 (+1) 14 (+2) 14 (+2) 18 (+4) 12 (+1) 8 (−1) Grenade, Frag. Ranged Weapon: all creatures in a 10-foot
radius of a target within 60 feet take 10 (3d6) fire
Saving Throws Str +0, Dex +4, Con +1, Int +6, Wis +0,
damage, half on a successful DC 15 DEX save.
Cha +1
Grenade, Smoke. Ranged Weapon: fills 20 foot radius
+4, Technology +10
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Skills Athletics +4, Perception +4, Science +7, Survival

Proficiencies Simple and martial weapons, light and

medium armor, mechanic’s tools, telecommunications
kit, computer repair kit, electronics repair kit
sphere with opaque smoke for 1 minute.
Laser Rifle. Ranged Weapon Attack: +7 to hit, range
300/1200 ft., one target. Hit: 13 (2d8 + 4) radiant
damage.
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Senses passive Perception 14 Grenade, Stun. Ranged Weapon: all creatures in a
Languages English, Galactic Common 15-foot radius of a target within 60 feet are blinded
Challenge 3 (700 XP) Proficiency Bonus +3 and deafened for three rounds unless they make a
Alien Physiology. Arachna’s eight limbs all have successful DC 15 CON save.
hand-like appendages at their ends, granting her the Lightning Bolt. Ranged Power: each target in a 100+foot
ability climb and cling to vertical surfaces, as well as line must make a DEX save or take 28 (8d6) lightning
a faster walking speed. damage.
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Background: Survivalist. Arachna has extensive Martial Strike. Melee Power Attack: +9 to hit, range 5 ft.,
training surviving in harsh environments. one target. Hit: 13 (2d10 + 2) bludgeoning damage.
Favored Tech: Weaponry. Arachna has an advanced Sonic Blast. Ranged Power Attack: +9 to hit, range 90 ft.,
laser rifle, which gives her two at will powers and one target. Hit: 11 (2d8 + 2) thunder damage.
she can prep 10 leveled powers at a time. Her high Vibro-knife. Melee Weapon Attack: +5 to hit, reach 5 ft.,
tech weaponry grants her +2 on attacks and damage. one target. Hit: 6 (1d8 + 2) force damage.
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Technological Adept. Arachna adds double her

proficiency bonus to Science and Technology skill
checks.
BABA YAGA
Baba Yaga, or Zoya Mikhailov, is a recent Russian
Reflexive Powers. Arachna can use 1st level powers immigrant who followed her younger brother to the City.
reflexively. Zoya is a regal-looking middle-aged white woman with
Handy. Arachna has expertise with computer repair kit silvery hair worn in a bun. Her brother, Misha, had been
and mechanics tools. struggling to make headway until Zoya arrived. Her eerie
Channel Energy. Arachna can direct extra energy powers have definitely helped her brother succeed in his
through her weaponry. When she hits a creature with business ventures, because Zoya brings a particular set
a power attack, she can use her reaction to expend of skills, claiming she is the inheritor of the powers of the
a power slot to deal additional damage to the target. mythical Russian witch, Baba Yaga. Unbeknownst to Misha
The extra damage is 1d8 force for a 1st-level slot plus or anyone else, Zoya is actually possessed by the spirit
1d8 for each additional power level higher than 1st. of an ancient Slavic witch, and has been since her youth,
when Zoya began to dabble in the mystic arts. Zoya is

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 Mystic Power: Eldritch. Baba Yaga knows three at will
powers and ten leveled powers, with power slots up
to 5th level.
Empowered Familiar. Baba Yaga has a cockatrice
familiar, which she can control and telepathically
communicate with from anywhere on the planet.
She can also use an action to switch places with
her familiar as long as they are in telepathic

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communication, once a long rest.
Reflexive Powers. Baba Yaga can use her 1st and 2nd
level powers reflexively.
Boon of the Avatar. Baba Yaga knows an additional at

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will and 1st level power. When she uses a power from
her Mystic Path, she gains temporary hit points equal
to her proficiency bonus. Further, when she uses a
power from her Mystic Path that requires an attack
roll or saving throw, she adds +1 to the attack roll or
only the latest in a long line of hosts that the ancient witch save DC.
Baba Yaga has possessed. Some sign of this possession Eerie Aura. Baba Yaga has advantage on saves against
occurs when Zoya taps her mystic powers; for, when she the Frightened condition. Also, as an action, she can
does so, she transforms, taking on the appearance of an emanate a sense of dread or deep discomfort. Every
ancient crone. creature within 30 feet of her must make a Charisma

Eldritch Mystic 10
Armor Class 15
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Human (variant) ancestry, ancient Earth culture
saving throw against her power save DC or be
Frightened until the end of her next turn.
Third Eye. Baba Yaga has darkvision to 60 ft.
Invocations. agonizing power, beguiling influence,
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Hit Points 73 incarnation of the avatar, whispers of the grave
Speed 30 ft.
Superpowers. Baba Yaga is a 10th-level superpowered
Initiative Bonus +2
human. Her power ability is Intelligence (power save
STR DEX CON INT WIS CHA DC 17, +9 to hit with powered attacks). She has the
8 (−1) 12 (+1) 13 (+1) 20 (+5) 12 (+1) 14 (+2) following powers:
Saving Throws Str −1, Dex +1, Con +1, Int +9, Wis +1, • At will: catch your breath, corrupting touch, eldritch
blast, telekinetic hand*
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Cha +6
Skills Deception +10, History +7, Mystic +9, Persuasion +10 • 1st level (reflexive): bane*, hellish rebuke*, find familiar
Proficiencies simple weapons, light armor, flute (ritual)* comprehend languages*, glare, inflict wounds
Senses passive Perception 11, Darkvision 60 ft • 2 nd level (reflexive): alter self*, bestow curse*, augury,
Languages English, Russian, Old East Slavic enthrall
Challenge 4 (1,100 XP) Proficiency Bonus +4 • 3 rdlevel (3 slots): fear*, remove curse*, clairvoyance,
elemental burst (necrotic), speak with dead*
Variant Feat: Omnivore. Because Baba Yaga actually
• 4 th level (3 slots): black tentacles*, polymorph*, blight,
Sa

grew up in ancient times, she has resistance to poison

damage and advantage on saving throws against the greater invisibility
poisoned condition. • 5th level (2 slots): contact other plane*, scrying*, dream,
shadow self
Free Feat: Heroic Transformation. When Zoya
decides to use her mystic powers, she seems to age * Power granted by a Mystic Path, invocation, or boon.
significantly. Her hair goes white, her nails and teeth ACTIONS
yellow and decay. Once she stops channeling the
Eldritch Blast. Ranged Power Attack: +9 to hit, range 120
mystic powers, however, she reverts to her mundane
ft., two beams. Hit: 5 (1d10) force damage per beam,
appearance.
plus 5 damage to one of them.
Background: Custom. The ancient witch Baba Yaga
Elemental Burst. Ranged Power: each target in a 30-foot
lived a life as an herbalist before fully embracing her
cone must make a DC 17 DEX save or take 28 (8d6)
mystic powers, a millennium ago. Ever since, she has
necrotic damage, or half on a success.
become a Mystic and chameleon throughout history.
Inflict Wounds. Melee Power Attack: +9 to hit, range 5 ft.,
one target. Hit: 16 (3d10) necrotic damage.

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 Superpowered Operatives

BAD PENNY
Bad Penny, or Penelope Henderson, is a tall ‘20s Black- BABA YAGA’S COCKATRICE
Korean woman with striking green eyes who worked as Small monstrosity
a mechanic in an auto shop in Seoul. One evening, on her
way home from work, she stopped in front of a nondescript Armor Class 11
warehouse in an industrial district to check her phone. As Hit Points 27 (6d6 + 6)
she did so, an explosion tore apart the building. A secret Speed 20 ft., fly 40 ft.
high energy physics experiment in the warehouse went STR DEX CON INT WIS CHA

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awry and Penny was caught in the blast. According to 6 (−2) 12 (+1) 12 (+1) 2 (−4) 13 (+1) 5 (−3)
Penny, she channeled pure entropy in that moment, and
a fragment of it has remained with her ever since. Her Senses Darkvision 60 ft.
car broke down shortly after. Her auto shop closed the Passive Perception 11
following month. Now, wherever she goes, things fall apart, Languages —

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and it’s becoming too much for her to handle. She used Challenge 1/2 (100 XP) Proficiency Bonus +2
to fix things for a living, but now all she seems capable ACTIONS
of doing is destroying.
Bite. Melee Weapon Attack: +3 to hit, reach
Human ancestry, modern Earth culture 5 ft., one creature. Hit: 3 (1d4 + 1) piercing
Darkness Elementalist 6 damage, and the target must succeed on
a DC 11 Constitution saving throw against
Armor Class 15 being magically petrified. On a failed save,
Hit Points 62 the creature begins to turn to stone and is
Speed 30 ft. restrained. It must repeat the saving throw at
Initiative Bonus +2

STR
12 (+1)
DEX
14 (+2)
CON
14 (+2)
e
INT
11 (+0)
WIS
12 (+1)
CHA
18 (+4)

Saving Throws Str +1, Dex +2, Con +5, Int +0, Wis +1,
the end of its next turn. On a success, the effect
ends. On a failure, the creature is petrified for
24 hours.
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Cha +7
Skills Intimidation +7, Perception +4, Stealth +5, Reflexive Powers. Bad Penny can use 1st level powers
Technology +3 reflexively.
Damage Immunity Necrotic Elemental Ward. When Bad Penny is hit by a visible
Proficiencies Simple weapons, light and medium armor, melee attack, the attacker takes 3 necrotic damage.
mechanic’s tools, vehicles (land) Superpowers. Bad Penny is a 6th-level superpowered
Senses passive Perception 14 human. Her power ability is Charisma (power save
m

Languages Korean, English DC 15, +7 to hit with powered attacks). She has the
Challenge 3 (700 XP) Proficiency Bonus +3 following powers:
Background: Laborer. Bad Penny worked as a • At will: glide, obscure
mechanic in an auto shop. • 1st level (reflexive): extinguish, elemental blast,
Elemental Manifestation. Bad Penny manifests her elemental strike, minor concealment
powers through darkness. The damage type of her • 2 nd level (3 slots): darkness, darkvision
powers is necrotic, and she has immunity to necrotic • 3 rd level (3 slots): cosmic chasm, fly
Sa

damage. Finally, when she uses an elemental power

ACTIONS
and deals necrotic damage, her target is blinded until
the end of her next turn. Cosmic Chasm. Ranged Power: each target in a 20-foot
radius sphere within 150 of Bad Penny must make a
Font of the Elements. Bad Penny has six element points
DC 15 CON save or take 21 (6d6) cold damage, or half
she can use to activate one of her two metapowers:
on a success, at the beginning of each turn. The area
focused power and transmute power.
is filled with mystical darkness and continues to deal
Elemental Accuracy. When Bad Penny uses darkness could damage for its duration, up to 1 minute.
powers that affect an area, she can choose to exclude
Elemental Blast. Ranged Power Attack: +7 to hit, range
up to a number of creatures equal to 1 + the power’s
90 ft., one target. Hit: 9 (2d8) necrotic damage.
level; they take no damage.
Elemental Strike. Melee Power Attack: +7 to hit, range 5
ft., one target. Hit: 11 (2d10) necrotic damage.

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 Boon of the Tome. Bastet has a small arcane tome that
allows her to use 3 additional at will powers when on
her person. The book also grants her advantage on
Mysticism checks.
Superpowers. Bastet is a 3rd-level superpowered
human. Her power ability is Intelligence (power save
DC 13, +5 to hit with powered attacks). She has the
following powers:

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• At will: eldritch blast, prestidigitation*, sensory focus*,
telekinetic hand*
• 1st level (reflexive): find familiar, shadowy strike, speak
with animals*

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• 2 nd level (2 slots): mirror image
* Power granted by an invocation or boon.

ACTIONS
Eldritch Blast. Ranged Power Attack: +5 to hit, range 120
ft., one target. Hit: 8 (1d10 + 3) force damage
Shadowy Strike. Melee Power Attack: +5 to hit, range 5
BASTET ft., one target. Hit: 11 (2d10) necrotic damage.
Bastet, or Rania Habib, is an Egyptian teenager with wavy
black hair who attends a special gifted program in Cairo

e
for superpowered children. Bastet received her powers
at 13, when she inherited her mother’s magical amulet.
Ever since, she has worked hard to develop her abilities,
as well as excel in school. Now a senior, Bastet studies by
day and practices her mystic arts by night, accompanied
BESTIA
Ingrid van Wyk is a South African woman who was
subjected to a series of genetic experiments for over
decade, from her childhood onward. The evil corporation
responsible was conducting such experiments in order
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by her familiar, a sleek black cat. to create superior soldier and assassins—and Bestia
was trained along those lines. Unlike some of her peers,
Human ancestry, modern Earth culture however, the trainers never fully managed to tame Bestia,
Arcane Mystic 3 so one day she broke out of her cell, killed her captors, and
Armor Class 14 escaped into the wilds. She did not fear the great cats and
Hit Points 31 predators she encountered, however, for she could take
Speed 30 ft. on the form and threat of the greatest predators of the
m

Initiative Bonus +2 natural world. Indeed, she considered herself to be the

top of the predatory ecosystem.
STR DEX CON INT WIS CHA
9 (−1) 14 (+2) 12 (+1) 16 (+3) 14 (+2) 14 (+2) Human ancestry, modern Earth culture
Animal Vitalist 13
Saving Throws Str −1, Dex +2, Con +2, Int +5, Wis +2,
Cha +4 Armor Class 17
Skills Investigation +7, Mystic +7, Persuasion +4, Stealth Hit Points 118
Sa

+4 Speed 30 ft.
Proficiencies simple weapons, light armor, jeweler’s Initiative Bonus +2 (with advantage)
tools
STR DEX CON INT WIS CHA
Senses passive Perception 12
14 (+2) 14 (+2) 14 (+2) 9 (−1) 20 (+5) 12 (+1)
Languages Arabic, English, Latin
Challenge 1/2 (100 XP) Proficiency Bonus +2 Saving Throws Str +2, Dex +2, Con +7, Int −1, Wis +10,
Cha +1
Background: Student. Bastet is a high school student.
Skills Animal Handling +10, Athletics +7, Intimidation
Mystic Power. Bastet knows two at-will powers and +6, Survival +10
three leveled powers, with 1st and 2nd level power Proficiencies Simple and martial weapons, light and
slots. medium armor, thieves’ tools
Mystic Path: Arcane. Bastet doubles her proficiency Senses passive Perception 20
bonus on Investigation and Mysticism checks. She Languages English, Afrikaans, Dutch
also has advantage on rolls to detect superpowered Challenge 6 (2,300 XP) Proficiency Bonus +5
individuals within 30 feet of her.
Invocations. agonizing power, beast speech

20
 Superpowered Operatives

Background: Criminal. Bestia was created to be an

enforcer for a criminal group. BESTIA’S TIGER COMPANION
Natural Domain: Animals. Bestia communes with and Large beast, unaligned
commands animals. She knows three at will powers
Armor Class 14 Hit Points 142 (15d10 + 60)
and ten leveled powers from the vitalist or generalist
lists. Speed 40ft.

Animal Companion. Bestia has a tiger. She can STR DEX CON INT WIS CHA
command the tiger with a bonus action. 21 (+ 5) 19 (+ 4) 18 (+ 4) 7 (−2) 16 (+ 3) 12 ( +1)

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Channel Nature: Wild Rapport. Bestia can use an Skills Perception +7, Stealth +12
action to attempt to charm every living creature Senses darkvision 60 ft., passive perception 17
within 30 feet. Creatures of CR 2 or lower Challenge 3 (700 XP) Proficiency Bonus +4
automatically fail the save. If they fail a Wisdom
Keen Smell. The tiger has advantage on

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saving throw, they are charmed by Bestia for 1
Perception checks that rely on smell.
minute or until they take any damage.
Pounce. If the tiger moves at least 20 ft. straight
Channel Nature: Wild Shape. Bestia can transform toward a creature and then hits it with a claw
into any beast of CR 6 or less that she has seen attack on the same turn, that target must
an image of or in person, including an elephant, succeed on a DC 13 Strength save or be knocked
triceratops, or condor. prone. If the target is prone, the tiger can make
Reflexive Powers. Bestia can use 1st –3rd level powers one bite attack against it as a bonus action.
reflexively.
ACTIONS
Nature’s Ally. When Bestia leads a group in travel, she
Bite. Melee Weapon Attack: +9 to hit, reach 5 ft.,

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can ignore difficult terrain, can’t be lost, and remain
alert at normal speeds. When traveling by themself,
she can move stealthily at normal speed and can
forage for double as much food as normal. When
tracking, she can determine the exact size, number,
one target. Hit: 10 (1d10 + 5) piercing damage.
Claw. Melee Weapon Attack: +9 to hit, reach 5 ft.,
one target. Hit: 9 (1d8 + 5) slashing damage.
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and how long ago they passed.
Beast Friend. Animals love Bestia. Each beast within 10 ACTIONS
feet is automatically charmed by her. Fangs. Melee power attack: +10 to hit, one target. Hit: 7
Vital Strike. Bestia can add an extra 1d8 poison (3d4) piercing and 10 (3d6) poison damage Insect
damage to each of her attacks. Plague. Ranged Power: range 300 ft., each creature in a
20-ft radius sphere in range must make a CON save or
Animal Instinct. Bestia has advantage on Perception
take 27 (5d10) piercing damage, or half on a success.
m

checks, her passive Perception increases by 5, and she

has advantage on initiative rolls. Thorn and Claw. Melee Power Attack: +10 to hit, range 5
ft., one target. Hit: 19 (3d12) piercing damage
Doman Mastery. Bestia can use any power on the
Animal Domain Powers table as a bonus action. Venomous Strike. Melee Power Attack: +10 to hit, range 5
ft., one target. Hit: 16 (3d10) poison damage.
Superpowers. Bestia is a 13th-level superpowered
human. Her power ability is Wisdom (power save
DC 18, +10 to hit with powered attacks). She has the BLAZE
Sa

following powers: Blaze, also known as Alice (Xifeng) Zhang, is a middle-aged

• At will: catch your breath, fangs, thorn and claw Taiwanese former airline pilot. Blaze gained her powers—
• 1st level (reflexive): animal friendship*, speak with or awakened them—when she crashed on a flight over
animals*, venomous strike Indonesia. Instead of dying with the rest of the passengers,
as she expected, she found herself aflame and aloft, hovering
• 2 nd level (reflexive): animal messenger*, web*,
in the sky. Since then, she has joined forces with Magus and
darkvision, enhanced hearing
other heroes to form the Covenant, a promise that those
• 3 rd level (reflexive): conjure animals*, water breathing*,
with power will do what they can to protect those without.
counterpunch, superior olfaction
• 4th level (3 slots): dominate beast*, giant insect*, limited Human ancestry, modern Earth culture
shapechange, sense vital signs, superior vision Fire Elementalist 19
• 5th level (2 slots): antilife shell*, insect plague*
Armor Class 19
• 6 th level (1 slot): regenerate self Hit Points 166
• 7th level (1 slot): swarm shape Speed 30 ft.
Initiative Bonus +3

21
 STR DEX CON INT WIS CHA • 5th level (reflexive): elemental form, improved fly
11 (+0) 14 (+3) 14 (+2) 12 (+1) 12 (+1) 20 (+5) • 6 th level (2 slots): volcanic eruption
Saving Throws Str +1, Dex +3, Con +8, Int +1, Wis +1, • 7th level (1 slot): delayed blast fireball
Cha +11 • 8th level (1 slot): elemental cloud, supersonic flight
Skills Athletics +6, Perception +7, Persuasion +11, • 9 th level (1 slot): meteor swarm
Science +7
ACTIONS
Damage Immunities Fire
Elemental Blast. Ranged Power Attack: +11 to hit, range
Proficiencies Simple weapons, light and medium armor,

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90 ft., one target. Hit: 32 (6d8 + 5) fire damage.
vehicles (air and land), cartographer’s tools
Senses passive Perception 17 Elemental Cloud. Ranged Power: all targets in a 30-foot
Languages Chinese, English radius sphere around a point within 300 feet must
Challenge 10* (5,900 XP) Proficiency Bonus +6 make DEX saves or take 50 (10d8 + 5) fire damage, half
* If you include her meteor swarm power, her CR is 15. on a save.

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Elemental Strike. Melee Power Attack: +11 to hit, range 5
Background: Pilot. Blaze was a pilot before the
ft., one target. Hit: 38 (6d10 + 5) force damage.
accident that granted or awakened her powers.
Fireball. Ranged Power: all targets in a 20-foot radius
Elemental Manifestation. Blaze manifests her powers
sphere at a point within 150 feet must make DEX
through fire. The damage type of her powers is fire,
saves or take 40 (10d6 + 5) fire damage, half on a save.
and she is immune to fire damage. Finally, when she
uses an elemental power and deals fire damage, she Fire Bolt. Ranged Power Attack: +11 to hit, range 120 ft.,
ignites flammable objects in the area not being worn one target. Hit: 27 (5d8 + 5) fire damage.
or carried. Meteor Swarm. Ranged Power: all targets in a 20-foot

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Font of the Elements. Blaze has 19 element points
she can use to activate one of her four metapowers:
focused power, heightened power, quickened power, or
twinned power
radius sphere around a pint within 150 feet must
make DEX saves or take 75 (20d6 + 5) fire and 70
(20d6) bludgeoning damage, half on a save.
Volcanic Eruption. Ranged Power: all targets in a 20-foot
radius sphere around a point within 150 feet must
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Elemental Accuracy. When Blaze uses fire powers
that affect an area, she can choose to exclude up to make DEX saves or take 40 (10d6 + 5) fire damage, half
a number of creatures equal to 1 + the power’s level; on a save.
they take no damage.
Reflexive Powers. Blaze can use 1st –5th level powers BLOOM
reflexively. Dr. Mona Marks, also known as Bloom, hails from the
Elemental Ward. When Blaze is hit by a visible melee lost civilization of Atlantis, hidden at the bottom of the
m

attack, the attacker takes 6 fire damage. ocean. To those who do not look closely, she appears as a
human woman with dark hair and skin. A closer inspection
Empowered Element. Blaze can add her Charisma
reveals subtly webbed fingers and concealed gill slits in
modifier to the damage of any power that deals fire
her ribs. She is a scientist with a unique ability: she can
damage.
control electricity. Bloom is also a character played on the
Elemental Sustenance. When Blaze takes force damage, S5E actual play livestream show.
she gains temp HP equal to the damage up to 19.
Elemental Overchannel. When Blaze uses a fire power Aquatic ancestry, modern Earth culture
Sa

of 5th level or lower, she can deal maximum damage. Electricity Elementalist 5
Superpowers. Blaze is a 19th-level superpowered Armor Class 14
mutant. Her power ability is Charisma (power save Hit Points 49
DC 19, +11 to hit with powered attacks). She has the Speed 30 ft.
following powers: Initiative Bonus +2
• At will: fire bolt, produce flame, catch your breath, STR DEX CON INT WIS CHA
sensory focus 10 (+0) 12 (+1) 12 (+1) 14 (+2) 12 (+1) 18 (+4)
• 1st level (reflexive):burning hands, elemental blast,
elemental strike, steam Saving Throws Str +0, Dex +1, Con +4, Int +2, Wis +1,
• 2 nd level (reflexive): continual flame, heat metal, Cha +7
scorching ray Skills Athletics +3, Nature +5, Perception +4,
Technology +5
• 3 rd level (reflexive): fly, fireball
Damage Resistances Lightning
• 4 th level (reflexive): fire shield, superior vision, wall of
fire

22
 Superpowered Operatives

Proficiencies Simple weapons, light armor, chemistry

supplies
Senses passive Perception 14
Languages English, Farsi, Arabic, Hindi
Challenge 2 (450 XP) Proficiency Bonus +3

Background: Scientist. Bloom is a scientist.

Elemental Manifestation. Bloom manifests her powers
through electricity. The damage type of her powers is

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lightning, and she has resistance to lightning damage.
Finally, when she uses an elemental power and deals
lightning damage, she has advantage on the attack
roll against target wearing or made of metal.

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Font of the Elements. Bloom has five element points
she can use to activate one of her two metapowers:
enhanced power and twinned power.
Elemental Accuracy. When Bloom uses electricity
powers that affect an area, she can choose to exclude
up to a number of creatures equal to 1 + the power’s
level; they take no damage.
Reflexive Powers. Bloom can use 1st level powers and he’s found himself involved in some superhuman
reflexively. activities, both praiseworthy and otherwise. The media

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Elemental Ward. When hit by a visible melee attack,
blood automatically deals 3 points of lightning
damage to the attacker.
Superpowers. Bloom is a 5th-level superpowered
have dubbed him Bracer, after his signature tech, and he’s
begrudgingly accepted it.

Human (variant) ancestry, future Earth culture

Weaponry Tech 4
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human. Her power ability is Charisma (power save
Armor Class 16
DC 15, +7 to hit with powered attacks). She has the
Hit Points 37
following powers:
Speed 30 ft.
• At will: command substance, sense device Initiative Bonus +2
• 1st level (reflexive): elemental blast, elemental strike,
shock STR DEX CON INT WIS CHA
• 2 nd level (3 slots): blindness/deafness, elemental weapon, 9 (−1) 14 (+2) 12 (+1) 18 (+4) 10 (+0) 12 (+1)
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levitate Saving Throws Str +0, Dex +4, Con +1, Int +6, Wis +0,
• 3 rd level (2 slots): call lightning, lightning bolt Cha +1
Skills Insight +2, Perception +2, Science +8, Technology
ACTIONS
+8
Elemental Blast. Ranged Power Attack: +6 to hit, range
Proficiencies Simple weapons, light armor, electronics
90 ft., one target. Hit: 9 (2d8) lightning damage.
repair kit
Elemental Strike. Melee Power Attack: +6 to hit, range 5 Senses passive Perception 12
Sa

ft., one target. Hit: 11 (2d10) lightning damage. Languages Future Earth Standard, Chinese, Hindi,
Lightning Bolt. Ranged Power: each target in a 100+foot English
line must make a DEX save or take 28 (8d6) lightning Challenge 2 (450 XP) Proficiency Bonus +2
damage.
Variant Feat: AI. Bracer’s bracers have an onboard AI,
Belvedere, granting him advantage on Intelligence
BRACER skill checks.
Bracer, or Jace Zandr, is a human of African ancestry Background: Explorer. Bracer is a time travelling
from one possible far future. In Jace’s time, no one knows tourist from the future.
much about humanity’s early history, so Jace foolishly Favored Tech: Weaponry. Bracer’s high-tech bracers
used the chronobracers he wears to travel back to the give him four at will powers and he can prep 8
21st Century—the time it all went dark, they say. His plan leveled powers at a time. His bracers grant him +2 on
was merely to walk around and take in the sights, but attack and damage.
the jump far surpassed the bracers’ recommended range
and burned out its chronocrystals. Now Jace is stuck here,

23