Baalzephon, The Supply Master of Hell

Large Fiend (Devil), Lawful Evil

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Armor Class: 26 (natural armor)
Hit Points: 600 (40d12 + 360)
Speed: 40 ft., fly 60 ft.

STR	DEX	CON	INT	WIS	CHA
30 (+10)	28 (+9)	28 (+9)	27 (+8)	26 (+8)	30 (+10)

Saving Throws: Dex +17, Con +17, Wis +16, Cha +18
Skills: Deception +26, Insight +16, Perception +24, Persuasion +26, Sleight of Hand +22, Stealth +22
Damage Resistances: Cold, Fire, Lightning, Poison; Bludgeoning, Piercing, and Slashing from Nonmagical Attacks
Damage Immunities: Acid, Poison
Condition Immunities: Charmed, Frightened, Paralyzed, Poisoned
Senses: Darkvision 120 ft., Passive Perception 34
Languages: Infernal, Common, and telepathy 300 ft.
Challenge Rating: 35 (225,000 XP)

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Proficiency Bonus: +10

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Legendary Actions

Baalzephon can take 3 legendary actions, choosing from the options below. Only one legendary action option can be used at a time and only at the end of another creature’s turn. Baalzephon regains spent legendary actions at the start of her turn.

• Teleport (Costs 2 Actions): Baalzephon magically teleports up to 120 feet to an unoccupied space she can see.
• Infernal Command (Costs 2 Actions): Baalzephon commands one devil ally within 120 feet of her. That ally can use its reaction to make one attack or cast a spell.
• Hellfire Blast (Costs 3 Actions): Baalzephon conjures a blast of hellfire in a 60-foot line that is 10 feet wide. Each creature in that line must make a DC 26 Dexterity saving throw, taking 70 (20d6) fire damage on a failed save, or half as much damage on a successful one.

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Mythic Traits

Master of Misappropriation: Baalzephon can use her reaction to redirect any attack made against her to one of her summoned devils or infernal minions within 30 feet.

Vanishing Vault: Baalzephon has access to a hidden, extraplanar vault that functions as a bag of holding with unlimited capacity. She can access this vault as a bonus action, storing or retrieving items without limitation.

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Actions

Multiattack: Baalzephon makes three attacks: one with her bite and two with her claws.

• Claw: Melee Weapon Attack: +18 to hit, reach 10 ft., one target. Hit: 30 (4d10 + 10) slashing damage.
• Bite: Melee Weapon Attack: +18 to hit, reach 5 ft., one target. Hit: 35 (4d12 + 10) piercing damage plus 21 (6d6) poison damage.
• Tail Slap: Melee Weapon Attack: +18 to hit, reach 10 ft., one target. Hit: 25 (2d10 + 10) bludgeoning damage.

Demand Toll (Recharge 5-6): Baalzephon commands a creature within 60 feet to surrender an item or sum of money. The target must make a DC 26 Wisdom saving throw. On a failed save, the target is dazed for 1 minute and must surrender the requested item or money. On a successful save, the target is dazed for 1 minute.

Constrict (Recharge 5-6): Baalzephon can use her tail to grapple a Medium or smaller creature. If she succeeds, the creature takes 40 (6d10 + 10) bludgeoning damage and is grappled.

Spellcasting: Baalzephon is a 20th-level spellcaster. Her spellcasting ability is Charisma (spell save DC 26, +18 to hit with spell attacks). She has the following spells prepared:

• At Will: Animate Dead, Blasphemy, Charm Person, Create Undead, Detect Magic, Greater Invisibility, Magic Circle Against Good, Major Image, Power Word Stun, Suggestion, Unholy Aura, Wall of Fire
• 3/day: Meteor Swarm, Symbol of Pain
• 1/week: Discern Location
• 1/month: Wish

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Regional Effects

The region surrounding Baalzephon’s lair is warped by her presence, exhibiting the following effects:

• Infernal Overgrowth: The terrain becomes twisted and dangerous, with blackened, fiery vegetation and treacherous terrain that deals 10 (3d6) fire damage to creatures that start their turn there.
• Shadowy Minions: Fiendish creatures within 1 mile of her lair are more likely to appear and act aggressively. Their attacks gain a +2 bonus to hit and damage.
• Hellish Echoes: Haunting, infernal whispers echo through the area, imposing disadvantage on Wisdom (Perception) checks to detect anything outside the immediate vicinity of the lair.

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Role

In the infernal hierarchy, Baalzephon is known as the Supply Master of the Legions of Hell. Her role involves managing the distribution of weapons, magical items, and souls to maintain Hell’s armies. Her obsessive greed and cunning make her a significant player in the infernal political landscape, often maneuvering to increase her own power and wealth. Her relationships with other devils are marked by both envy and fear, as her influence over the supply lines grants her a formidable position. Her historical conflict with Mammon, the Lord of Greed, has left her in a position of both power and perpetual dissatisfaction, making her a complex and driven figure in the infernal realms.

One of the two original members of the Dark Ministry, Baalzephon stands with Furcas as the most influential.

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As the Supply Master of the Legions of Hell, Baalzephon makes sure that Hell’s armies are equipped with everything from weapons and magic items to souls for sustenance. And, like any devil, she sees to it that she scrapes enough off the top for herself.

Baalzephon’s background is unclear. Some sources state that she was once a member of the Court of Dis, while others say she was low ranking general in the Court of Minauros. Either location would have suited her talents, as Baalzephon excelled in tracking down and acquiring items of great power for her superiors as well as tracking down potentially lucrative mortal souls.

Greed is the nature of the Supply Master. Her covetousness rivals that of Mammon, so most scholars tend to associate her with the Lord-Regent of Minauros. At some point in the distant past right before the Dies Irae, Baalzephon crossed Mammon. Although many suspect that it is her station in the Dark Ministry that has stayed Mammon’s hand, the truth is that the Lord of the Third himself has actively seen to it that Baalzephon is kept alive. Mammon has decided that the best punishment for Baalzephon is to rob her of what she currently most desires: promotion into the Courtiers of Perdition. Effectively -blacklisted,- Baalzephon will seemingly remain a member of the Dark Ministry for eternity, never to receive recognition for her services. Repeated overtures to Mammon by Baalzephon have been ignored as the Lord of Greed seems dedicated to his revenge.

Despite her plight, Baalzephon remains a powerful presence among the Dark Ministry. Her control of the supply lines ensures that her words are taken very seriously. In fact, in many ways, Baalzephon is the most influential of the Ministers, regularly issuing her opinion and always scraping a great deal aside for herself. The others, save perhaps Furcas, despise her and await the day she is either finally promoted (since Mammon has not publicized her
situation for some reason known only to him) or -retired- (something that will not happen unless Mammon or Asmodeus allow it).

Baalzephon shares physical traits of a traditional pit fiend and an erinyes. She has the shapely, attractive general form of an erinyes, complete with lacquered claws, stately yet seductive gowns, and modest but expensive jewelry. However, she is bald, has the long, serpentine tail, hoofed feet, great wings, and horns of a pit fiend; her fangs are usually, but not always, concealed.

Baalzephon, Supply Master
Dark Ministry of Hell
Pit fiend (9th Circle General of the Legions of Hell)
Large outsider (Evil, Extraplanar, Lawful)
Seal	A gold coin resting on a tongue protruding from red, feminine lips a black inverted triangle.
Rogue 5/Toll Warden 10
Hit Dice	37d8 + 15d6 + 520 (739 hp)
Initiative	+21
Speed	40 ft., Fly 60 ft. (average)
AC	58 (-1 size, +8 armor, +13 Dexterity, +23 natural, +6 deflection), touch 27, flat-footed 58
Base Attack/Grapple	+45/+62
Attack	Claw +58 melee (2d8+13)
Full Attack	2 claws +58 melee (2d8+13) and 2 wings +56 melee (2d6+6) and bite +56 melee (4d6+6 plus poison and disease) and tail slap +56 melee (2d8+6)
Space/Reach	10 ft./10 ft.
Special Attacks	Constrict, demand toll, fear aura, greater collect, improved grab, spell-like abilities, summon devils, sneak attack +6d6
Special Qualities	Damage reduction 20/epic, good and silver, Darkvision 60 ft., evasion, immunity to fire and poison, master of misappropriation, resistance to acid 30 (20), cold 30 (20), electricity 30, and sonic 30, regeneration 10, see in darkness, Spell Resistance 49, telepathy 300 ft., tincture of treasure, trap finding, trap sense +1, uncanny dodge, weigh the wealth
Saves	Fort +38, Ref +41, Will +44
Abilities	Strength 37, Dexterity 36, Constitution 31, Intelligence 27, Wisdom 28, Charisma 28
Skills	Appraise +52, Balance +15, Bluff +60, Climb +34, Concentration +31, Decipher Script +20, Disable Device +37, Diplomacy +33, Disguise +54 (+60 when acting), Forgery +52, Gather Information+35, Hide +50, Intimidate +40, Jump +38, Knowledge (arcana) +30, Knowledge (nature) +21, Knowledge (the planes) +48, Knowledge (religion) +30, Listen +58, Move Silently +68, Perform (oratory) +20, Search +54, Sense Motive +47, Sleight of Hand +47, Spellcraft +36, Spot +64, Survival +9 (+13 on other planes, +15 tracking), Tumble +54, Use Rope +15.
Feats	Combat Expertise, Combat Reflexes, Deceitful, Deft Hands, Diligent, Improved Initiative, Iron Will, Leadership, Multiattack, Power Attack, Quicken Spell-Like Ability (greater teleport), Skill Focus (Appraise)
Epic Feats	Additional Ring Space (x2), Epic Leadership, Epic Reputation, Epic Will, Superior Initiative
Climate/Terrain	Malsheem, Nessus, Ninth of the Nine Hells of Perdition
Organization	Unique (Solitary), with bodyguard (Gelverted), or troupe (3 pit fiends, 9 cornugons, and 18 erinyes)
Challenge Rating	37
Treasure	Possessions plus triple standard
Alignment	Lawful Evil

Combat

Baalzephon loathes fighting. She prefers to rob and steal. In most cases, if combat appears imminent, she will summon a pit fiend before teleporting or planeshifting away to safer environs.

However, if someone steals from her or she finds herself trapped, Baalzephon reveals that she is a terrible adversary. She will open up with a meteor swarm and then summon reinforcements. She will then unleash greater dispel magic and blasphemy attacks, followed by mass hold monster and power word stun. Then, if her enemies are still standing, she will activate her ring of sequestering and attempt sneak attacks and cast fireballs centered on her person. Those who appear to detect her despite her invisibility are targeted by greater dispel magic and another meteor swarm. In all cases, Baalzephon seeks to place as many other devils within the path of her enemies as possible.

Constrict (Ex): Baalzephon deals 2d8 + 26 points of damage with a successful grapple check against Medium or smaller creatures.

Demand Toll (Sp): 3/day, Baalzephon can command that an item or sum of money be surrendered to her. This affects a single target within range of her voice, who is then entitled to a Will save (DC 29). Failure causes the victim to be dazed for 1d3 rounds and surrender the item or money. Success simply causes the victim to be dazed for 1d3 rounds. A creature gains a +4 bonus on their save if their most valuable possession is demanded, and a +2 bonus if their second most valuable possession is demanded. Due to Baalzephon’s Master of Misappropriation special quality, she can continue making demands on a creature’s wealth until they fail a save, although the Will save DC decreases by 1 every round. This is a mind-affecting, language dependent ability.

Disease (Su): A creature struck by Baalzephon’s bite attack must succeed at a DC 38 Fortitude save or be infected with a vile disease called devil chills (incubation period 1d4 days, damage 1d4 points of temporary Strength).

Fear Aura (Su): Baalzephon can radiate a 20-foot-radius fear aura as a free action. Creatures in the area must succeed on a DC 37 Will save or be affected as though by a fear spell (caster level 37th). A creature that successfully saves cannot be affected again by her aura for 24 hours. Other
devils are immune to the aura.

Greater Collect (Su): Baalzephon can always take 10 on Sleight of Hand checks. Furthermore, she can take items one size larger than normal, and hide them on her person as a supernatural ability.

Improved Grab (Ex): To use this ability, Baalzephon must hit a Medium or smaller opponent with her tail slap attack. If she gets a hold, she can constrict.

Poison (Ex): Injury; Fortitude DC 38; initial damage 1d8 Constitution, secondary damage death.

Regeneration (Ex): Baalzephon takes normal damage from good-aligned silvered weapons, and from spells or effects with the good descriptor.

Spell-Like Abilities (Sp): At will – animate dead, blasphemy, Charm Person, create undead, desecrate, detect good, Detect Magic, greater dispel magic, greater invisibility, greater teleport (self plus 50 pounds only), locate object (items possessed for at least three hours only), magic circle against good, major image, mass hold monster, power word stun, produce flame, polymorph, pyrotechnics, suggestion, unholy aura, unhallow, wall of fire;

• 3/day –meteor swarm and symbol of pain;
• 1/week –discern location (touched object only);
• 1/ month – wish.

Caster level 37th; DC 19 + spell level.

Summon Devils (Sp): Thrice per day, Baalzephon can automatically summon four lemures, osyluths, or hamatulas; or two erinyes, cornugons, Gelugons, or pit fiends.

Tincture of Treasure (Su): Baalzephon constantly detects anything of monetary value. By concentrating on the effect (a move equivalent action that does not provoke attacks of opportunity), she can discover more in-formation. The first round (always active) allows her to ascertain whether there are objects worth more than 333gp in the vicinity. The second round shows her the approximate location and number of places where such wealth is kept. The third round gives an approximation of the value of the item(s), so long as Baalzephon succeeds on an appropriate Appraise check as a free action.

Vanishing Vault (Su): Baalzephon can access an extraplanar vault to store her wealth within. This vault functions similarly to a bag of holding, but there is no weight limit. A total of 100 cubic feet can be stored in Baalzephon’s vault. The vault cannot be entered; its only purpose is to store items and effects until they are needed to be retrieved. The vault can be accessed as a standard action using the opening to any container or bag that is in Baalzephon’s possession.

Possessions: As Supply Master of the Legions of Hell, Baalzephon has access to an incredible array of equipment. Within an hour she can obtain access to nearly any item she requires. She always wears four magical rings, usually a ring of protection +6, a ring of blinking and freedom of movement, a greater ring of universal elemental resistance, and a ring of sequestering. Her necklace functions as bracers of armour +8 and moderate fortification, and she always wears a gown of scintillating colours with no duration limit on its usage and a DC of 31 against its effects.

Cohort: Baalzephon is usually accompanied by her bodyguard, a cunning and relatively loyal hamatula known as Gelverted. (25 HD hamatula, fighter 20).