Memory Eater

This floating, mostly-mandible creature eats memories, dealing XP damage rather than normal damage. Watch out for crits!

Memory Eater
Size/Type: Small Aberration (Evil, Psionic)
Hit Dice: 8d8+15 (50 hp)
Initiative: +7
Speed: fly 60 ft. (12 squares)
Armor Class: 24 (+1 size, +6 Dex, +7 natural), touch 17, flat-footed 18
Base Attack/Grapple: +6/+3
Attack: Bite +8 melee (1d3+1)
Full Attack: Double bite +8 melee (1d3+1)
Space/Reach: 5 ft./5 ft.
Special Attacks: Psi-like abilities, steal memory
Special Qualities: Blindsight 60 ft., damage reduction 10/adamantine, immunity to fire, power resistance 23, resistance to electricity 15, vulnerability to protection from evil, shift alignment
Saves: Fort +4, Ref +7, Will +8
Abilities: Str 15, Dex 23, Con 15, Int 12, Wis 16, Cha 14
Skills: Bluff +15, Concentration +11, Hide +16, Listen +16, Move Silently +16
Feats: Combat Manifestation, Toughness, Up the Walls, Wild TalentB
Environment: Underground
Organization: Solitary or pod (2-4)
Challenge Rating: 8
Treasure: standard coins of various sorts; double goods; standard items
Alignment: Always chaotic
Advancement: 9-12 HD (Medium), 13-16 (Large)
Level Adjustment: +7

Memory eaters understand common and all the tongues of the Dream and Astral Planes, and can understand any of the languages of prey whose memories they have stolen.

Combat

Steal Memory (Su): Upon a successful critical hit (range 18-20) on a creature, memory eaters steal memories from the creature, dealing 5d20 xp damage. Exactly which memories are taken is up to the DM. If the memory eater is killed, the memory is split among the party, who all feel as if they have the memory all to themselves. The XP taken is also split back among the party.

Psi-Like Abilities

Like their rival yet much smaller brethren, intellect devourers, memory eaters have supernatural mental abilities, including: at will—cloud mind, compression, detect psionics, ego whip (2d4, DC 16*), empty mind (+5 on Will saves*), id insinuation (three targets, DC 16*); 3/day—body adjustment (2d12*), intellect fortress, painful strike. Manifester level 7th.

The save DCs are Charisma-based.

*Includes augmentation for the memory eater's manifester level.

Blindsight (Ex): A memory eater can use nonvisual means to ascertain all foes within 60 feet as a sighted creature would.

Alignment Shift (Ex): Memory eaters' alignments shift based on the experiences they have experienced second-hand.

Skills

Memory eaters have a +4 racial bonus on Bluff checks. They also have a +8 racial bonus on Move Silently checks and Listen checks. Finally, they enjoy a +8 on all Knowledge checks, since they have learned more than their physical bodies have experienced.