Lilith, Lady of the Sixth

Large Fiend (Devil), Lawful Evil

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Armor Class 27 (natural armor)
Hit Points 1,000 (70d10 + 490)
Speed 50 ft., fly 90 ft. (hover)

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STR	DEX	CON	INT	WIS	CHA
30 (+10)	28 (+9)	28 (+9)	32 (+11)	26 (+8)	36 (+13)

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Saving Throws Dex +18, Con +18, Int +20, Wis +16, Cha +22
Skills Arcana +20, Deception +22, Insight +16, Intimidation +22, Perception +16, Persuasion +22
Damage Resistances Cold, Fire, Lightning; Bludgeoning, Piercing, and Slashing from Nonmagical Attacks
Damage Immunities Poison, Psychic
Condition Immunities Charmed, Frightened, Paralyzed, Poisoned
Senses Truesight 120 ft., Darkvision 120 ft., Passive Perception 26
Languages Infernal, Celestial, Common, telepathy 120 ft.
Challenge 35 (250,000 XP)
Proficiency Bonus +10

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Legendary Resistance (3/Day)

If Lilith fails a saving throw, she can choose to succeed instead.

Innate Spellcasting

Spellcasting Ability: Charisma (spell save DC 30)
Spells Known:

• At Will: Detect Magic, Dispel Magic, Fireball, Invisibility, Lightning Bolt, Mage Hand, Minor Illusion, Ray of Frost, Shocking Grasp, Acid Splash, Mage Armor, Mirror Image
• 3/Day Each: Hold Monster, Power Word Stun, Storm Sphere, Confusion, Shadow of Moil, Greater Invisibility, Fear, Cloudkill, Dimension Door, Cloud of Daggers
• 1/Day Each: Wish, Time Stop, Meteor Swarm, Hellball, Power Word Kill, Imprisonment, Finger of Death, Contagion, Gate, Dominate Monster, Delayed Blast Fireball, Destruction

Aura of Control

Creatures of Lilith’s choice within 30 feet of her must succeed on a DC 30 Wisdom saving throw or become charmed by her for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.

Multiattack

Lilith makes three attacks with Thunder’s Voice or can cast one spell and then make one attack.

Thunder’s Voice

Melee Weapon Attack: +20 to hit, reach 10 ft., one target.
Hit: 40 (6d12 + 10) slashing damage plus 30 (6d10) sonic damage. On a critical hit, the target and each creature within 30 feet must make a DC 30 Dexterity saving throw, taking an additional 30d6 electrical and sonic damage on a failed save, or half as much on a successful one.

Legendary Actions

Lilith 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. Lilith regains spent legendary actions at the start of her turn.

• Attack: Lilith makes one attack with Thunder’s Voice.
• Cast a Spell (Costs 2 Actions): Lilith casts one spell from her spell list.
• Teleport (Costs 3 Actions): Lilith magically teleports up to 120 feet to an unoccupied space she can see.
• Sonic Blast (Costs 2 Actions): Lilith releases a wave of sonic energy in a 30-foot cone. Each creature in that area must make a DC 30 Constitution saving throw, taking 12d10 sonic damage on a failed save, or half as much on a successful one.

Regional Effects

The region containing Lilith’s lair is warped by her evil influence, creating the following effects:

• Blighted Land: Flora in the area is twisted and dead, giving disadvantage on Nature checks.
• Storms: The weather is perpetually stormy with thunder and lightning, creating difficult terrain.
• Fiendish Manifestations: Shadows seem to writhe and move of their own accord, giving advantage on Intimidation checks made by fiends.
• Sonic Disturbances: All creatures within 1 mile of her lair must succeed on a DC 25 Constitution saving throw or be deafened and take 4d10 sonic damage.

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Lore

Lilith, Lord of the Sixth, embodies the lawful nature of evil, commanding her infernal domain with calculated precision. She is not merely a tempter but a master strategist, weaving complex plans to gain power over mortals and fiends alike. Lilith’s ambition is boundless; she seeks to reshape the world according to her own dark vision, bending the natural order to her will.

Lilith (The Countess of Malbolge)

Among mortals, there are few gifts more precious than the birth of a child. The creation of a child, across most mortal cultures, is the manner in which mortals reveal their own creative power, their own divinity. Even among the more brutal mortals, the birth of a child guarantees the continuation of the species, the promise of a new tomorrow. Children are the future and, in some ways, a harkening to the past. Among more beneficent cultures, child-rearing requires that parents and society reflect on how they were raised to maturation, requiring those charged with protecting their offspring to consider the past from which they themselves emerged. So great are children perceived in many mortal societies that all but a few worship gods or call on celestial patrons to defend and protect them, to ensure their physical and spiritual growth and survival.

The Gates of Hell (Dice Freaks)

Grimoire of Cosmic Entities Volume One By Eli Atkinson, William Church and Serge W. Desir, Jr.

Original Concept by Serge W. Desir, Jr.

Full netbook can be found on the following website

Dicefreaks d20 Communit

LILITH, Lord of the Sixth
The Countess of Malbolge
druid 15/Wizard 5/Geomancer 10
Large outsider (Abomination, Evil, Extraplanar, Lawful)
Symbol	A black bolt of lightning sundering a black mountain on a brick-red, inverted triangle.
Cosmic Rank	14 (17 in Malbolge)
Hit Dice	65d8 + 5d4 +10d6 + 800 (1,400 hp)
Initiative	+17 (+13 Dexterity, +4 Improved Initiative)
Speed	100 ft, Fly 250 ft. (perfect)
Armor Class	81 (+16 deflection, +13 Dexterity, +9 profane, -1 size, +34 natural), touch 47, flat-footed 68
Base Attack/Grapple	+65/+84
Attack	Thunder’s Voice +85 melee (3d6+28 plus 3d6 sonic/19-20/x2 plus 6d6 sonic); or spell +79 melee touch or +77 ranged touch.
Full Attack	Thunder’s Voice +85/+80/+75/+70 melee (3d6+28 plus 3d6 sonic/19-20/x2 plus 6d6 sonic); or spell +79 melee touch or +77 ranged touch.
Space/Reach	10 ft./10 ft.
Special Attacks	Aura of Hell, call devils, Corrupt Nature, Hell’s Fire, Impotence, Might of Hell, Nature’s Infernal Wrath, smite 1/day (+4 to attack, +74 damage), spell-like abilities, spells, The Profane Feminine Special Qualities: Abomination traits, Blindsight 500 ft., Damage reduction 40/anarchic, epic, good and silver, The Dark Goddess, Diabolical Decree, Diabolical Empowerment, Diabolical Prowess, divine immunities, immunity to fire and poison, Infernal Elementalist, ley lines, Locked Within the Gates, Lord of the Nine, nature sense, regeneration 20, resistance to acid 40 and cold 40, resist nature’s lure, see in darkness, Spell Resistance 74, spell versatility, telepathy 1,000 ft., a thousand faces, timeless body, trackless step, venom immunity, wild empathy +31, wild shape (5/ day), woodland stride
Saves	Fort +52, Ref +55, Will +58
Abilities	Strength 40, Dexterity 36, Constitution 30, Intelligence 37, Wisdom 43, Charisma 43
Skills	Appraise +13 (+15 alchemical items, +15 forged items, +15 metal items), Balance +43, Bluff +71, Climb +35, Concentration +93, Craft (alchemy) +48, Craft (blacksmithing) +43, Craft (metalworking) +43, Diplomacy +79 (+85 with evil creatures), Disguise +36 (+40 when acting in character), Gather Information +65 (+71 in Hell), Handle Animal +51, Heal +71, Hide +43, Intimidate +60 (+66 against evil creatures), Jump +37, Knowledge (Arcana) +91, Knowledge (Geography) +53, Knowledge (history) +74, Knowledge (local [Hell]) +76, Knowledge (nature) +104, Knowledge (the planes) +89, Knowledge (religion) +94, Listen +61, Move Silently +43, Perform (dance) +21, Ride +37, Search +49, Sense Motive +91, Spellcraft +104, Spot +69, Survival +99 (+107 in aboveground natural environments, +105 on other planes, +103 to find or follow tracks, +103 to keep from getting lost), Tumble +43, Swim +35.
Feats	Born of the Three Thunders, Brew Potion, Combat Expertise, Corrupt Spell, Corrupt Spell-like AbilityB,Craft Magic Arms and Armor, Craft Wondrous Item, Dark SpeechB, Energy Admixture (electricity), Empower Spell, Eschew Materials, Explosive Spell, Fly-by Attack, Greater Spell Focus (evocation), Improved Initiative, Improved Sunder, Maximize Spell, Power Attack, Quicken Spell, Reach Spell, Scribe ScrollB, Spell Focus (evocation).
Epic Feats	Craft Epic Magic Arms And Armor, Epic Evil BrandB, Epic Spellcasting, Epic Spell Focus (evocation), Epic Sunder, Improved Spell Capacity (10th), Improved Spell Capacity (11th), Improved Spell Capacity (12th), Improved Spell Capacity (13th), Intensify Spell.
Environment	Malbolge, the Sixth of the Nine Hells of Perdition
Organization	Solitary (Unique) or with Taniniver steed
Challenge Rating	62
Treasure	Thunder’s Voice, The Scourging Stone plus quintuple standard
Alignment	Lawful Evil

Innocent and without blemish, mortal children are clean slates upon which goodness can be stamped and shaped. They are naturally drawn to goodness and support, carelessly upholding the values championed by the Realms Above. It is said that in the Realms Above, angels sing when a new child is born. To angels and gods of righteousness, children reflect the rightness of the path mortals naturally take as they attempt to achieve that which is right in their lives. It is only as mortals grow, only as they are exposed to cruelty, carnality, vice, and death that the innocence of childhood is overthrown and, for the unfortunate, shattered. The Realms Above deplore the manner in which the natural path is corrupted due to the machinations of not just misguided mortals, but also by the denizens of the Depths Below.

In the Depths Below, children are viewed in various ways, none of them remotely decent. There are countless creatures of evil that value the pure, smooth flesh of children, the pristine nature of their blood and souls. The demons of The Abyss crave this innocence, delighting in ravaging the unsoiled light children represent. Daemons enjoy leeching the life and vitality from children, finding the young a threat to the apathy and selfishness the Wastes represent. However, in the Nine Hells, children often mean hope, a concept that has no place in the Pit, for it can lead to a desire to cast off Perdition’s yoke. Children are worthless and useless until they are old enough to be mercilessly programmed by cold logic and scalding irons. At best, children are tools in Hell, ripe to be used to extort, intimidate, or threaten. The Hells seek to overthrow the current order, the natural order, in which children currently exist. They hope to replace the weakness and foolishness of this paradigm in favor of their own that will naturally lead mortals down a path accepting oppression and tyranny. There are no devils in Hell more dedicated to the establishment of this new order than the Lord of the Sixth – Lilith, the Countess of Malbolge.

Lilith is one of the original Lords of Perdition and, some say, even more ancient than Mephistopheles and Dispater (a claim hotly contested by both Lords). In texts older than most current pantheons, her name can be found associated with the domination of the winds and earth, symbols of the male and female. Storms and ravaging winds were said to be signs of her approach and her will. In these ancient times, Lilith was the most recognized Lord in the mortal coil, the mistress of destruction and sterility, a foul irony given the traditional ideas of the sacred feminine. In the mortal coil, Lilith discovered what she believed could be the source of ultimate power: Nature. Of all the aspects of the mortal coil, Nature was among those most difficult for the Powers of Hell to dominate. Free and not dedicated to anything other than the perpetuation of life and balance, Nature was possibly the greatest threat to Perdition’s desires in the material plane. While the other ancient Lords believes that dominating the mortal soul would grant them eventually power over Nature, Lilith believed that Nature itself needed to be enslaved, needed to be reconstituted under the will of Hell. After all, mortals are dependent upon Nature, in a sense enslaved to it. Men cannot birth children and women cannot provide the seed to fertilize their own eggs. Children need the support and guidance of their parents to survive and grow. If these aspects of Nature were overthrown and dictated by Lilith, her command over the mortal coil would be unsurpassed.

Lilith’s presence in the mortal coil in the Days of Antiquity and during the Dawn of the Gods was said to have been one of the reasons that men were driven to dominate women. In nature, male and female – although serving different responsibilities and abilities – coexisted in balance. They constituted two parts of one whole. Lilith sought to overthrow that balance; taking one aspect and making it dominant over the other. Lilith, the only ‘female’ among the Lords of the Nine in the ancient days, selected women. Having been a slave to Lucifer the Satan since his establishment of the Hierarchy of Hell, Lilith thought it to be amusing and appropriate if among mortals the reverse were true. She had no special love for women beyond men, but believed that in establishing a new ordering she would lay the foundations for more expansive changes in the future. Across the Cosmos, the first witches dedicated to tyranny and oppression emerged. They enslaved men and murdered their own children in order to redress what they claimed were shackles to their own powers and station. Men were useful only as objects of reproduction and manual labor. They were relegated to a station barely greater than that of beasts of burden. Children became no longer viewed as blessings, but as potential slaves or servants of Lilith; their numbers were regulated in order to ensure the appropriate ration of men to women and reduce the need to tend to their care any more than necessary. In short order, and with help not from the Realms Above but from Agents of Balance and the Scions of Anarchy, mortal males overcame these oppressive times. Unfortunately for many female cults across the Cosmos dedicated to mutual respect of both genders, the backlash was such that women became viewed as less than men and children the responsibility of the ‘weaker sex.’

In spite of setbacks such as these, Lilith continued to corral Nature to her will. In her attempt to better understand and react against the free range Nature represented, Lilith began to abandon her Lawful core. Initially disgusted by the infection of Chaos, Lilith quickly reaped the benefits of not only an expanded worshipper base, but more direct control over matter; she also rationalized that her Neutral Evil nature would last just long enough for her to realize her conquest. She birthed her greatest number of monstrosities during this time, including her best known child, Amdusias, and possibly even the first lamias. She gathered to her powerful priests, one of the greatest being Lamatsu, one of the first two vampires. Lilith leeched the material plane of its energy, its vitality, corrupting it with her need to control and regulate. The mortal coil suffered immeasurably, so much so that eventually the gods themselves were forced to put aside their petty concerns to deal with the Dark Goddess directly.

Lilith’s predations in the mortal coil eventually drew the ire of various divine pantheons. Her dogma was so pervasive that it adversely impacted the worshipper base of evil and neutral gods. Thus, while the Bastions of Righteousness turned their attentions to Lucifer the Satan, the powers of Nature and the forces of divine darkness looked to cast Lilith down. Unlike Lucifer, who was overthrown by Asmodeus rather than by the Celestial Hosts, Lilith was not overthrown but was brutally driven back by Agents of Balance, servants of Nature, and evil gods. Her power was only curtailed, not broken, and she continued to plague the mortal coil in a less overwhelming capacity. Lilith was as adaptable as the Nature she sought to command, changing her tactics as needed. She took on mortal guise and, with her erinyes servants, descended into the mortal coil to mate with and murder powerful men, setting their offspring up in positions of power. She would nurse the children of those who stood in her way, poisoning or corrupting them with her milk. She stole into the demesnes of gods and cosmic entities alike, with whom she mated to create new monsters under her control. She was on the precipice of divinity, prepared to cast off the command of her diabolical master, and assume her rightful place as the Dark Goddess of Desolation. She was known by at least 17 different names and in some cases was believed to have been the first mate to the earliest male mortals. So terrible was Lilith’s impact in the mortal coil that many demon queens were greatly influenced by her, and many learned from Lilith’s successes. It is even rumored that she established relations with The Dark Princes The Abyss. However, the likes of The Abyss and the Wastes of Despair answered to none, while Lilith was compelled to answer to a new Overlord of Hell.

While Lucifer encouraged regular aggression and antagonism against the gods and their mortal charges, Asmodeus was far more subtle in his tyranny. He sought to avoid open conflict. He wished to rein in Lilith, whose frequent successes in the mortal coil continued to draw Hell’s foes into the Nine-Fold Realm. However, this is simply a convenient story to conceal Asmodeus’ true concern. In her quest to control nature, Lilith, like Adrammelak and Sammael, had allowed Chaos to infect her being. This being unacceptable to Hell, Asmodeus found it was necessary to curtail his wayward slave. The Great Fall was the perfect opportunity for Asmodeus to remove Lilith from her station. As Lilith continued to concentrate her efforts in the mortal coil, she paid little attention to the on-goings in Hell. Her only ally and occasional lover, Sammael, found himself too occupied with observing the machinations of the recently arrived Fallen, Beelzebub, to be bothered to warn her of the celestial threat in Cocytus (Maladomini). While the Lord of the Flies ensnared Sammael in webs of intrigue, he sent Moloch, his brutal viceroy, into the Sixth. Of her various Dukes, only Amdusias and Aguares managed to survive Beelzebub’s plots; the rest were either publicly executed or disappeared as Moloch’s army swept across the mountains of Lilith’s domain. Simultaneously, Beelzebub leaked information out to his former angelic allies about Lilith’s depravities in the mortal coil. The Celestial Hosts and the various gods of Nature and even evil gods wasted no time in tracking down and destroying the thousands of cults Lilith had cultivated over the millennia. Finally recognizing that something was amiss, Lilith turned her attentions to Cocytus (Maladomini) too late, finding herself alone and surrounded by Beelzebub‘s forces. Although the Arch-Devil of Pride did not arrive in person to deliver his ultimatum, Moloch did. If she hoped to survive, Lilith would have to accept the new order of the Fallen and serve as Moloch’s slave and concubine. When she attempted to call on her power as a Lord- Regent to cast down Moloch, Lilith realized that Asmodeus had stripped her of her cosmic power. She was forced to accept Beelzebub’s stipulations.

For countless millennia, Lilith chafed in obscurity under Moloch’s rule. It was initially believed that Moloch did not destroy Lilith because he enjoyed forcing her to engage in acts of lust with him, forever reminding her of the power and authority she lost. In reality, Moloch was ordered to keep Lilith alive by Beelzebub (who did not want to give Asmodeus an excuse to grant Moloch regency over the Sixth – odd, considering that Asmodeus could do so if he wanted to even with Lilith still alive). While Moloch ruled Malbolge, Lilith’s name all but disappeared from the minds of even the most informed sages and scholars. Indeed, the Realms Above and the Agents of Balance and Nature thought her dead like Adrammelek, and soon forgot about her. Lilith’s many aliases were either forgotten or were adopted by other cosmic entities and gods. Yet, Lilith found the means to adapt and survive in spite of her new station. Slowly and secretly, she stole into the mortal coil on occasion, growing new cults. Unlike before, however, Lilith instituted strict, orderly guidelines for her new servants and limited her areas of influence. Cults associated with oppressed women, women who viewed children as shackles placed on them by men, women who sought to reverse what they perceived as the natural order (male dominance), and those interested in power flocked to cults that worshiped the Hag, the Harlot, or the Waif, all aspects of the corrupt side of nature, life, and destruction. Unknown to most, all of these cults were controlled and empowered by Lilith herself. Although nowhere near as prolific as they once were, these cults would sow the seeds for the future as Lilith waited for the proper opportunity to regain her former station. The Dies Irae would be that time.

When the Days of Wrath came to a head and the Lords were forced to submit to Asmodeus, Lilith whispered defiance in Moloch’s ears, encouraging him to disrespect Asmodeus. This Moloch did and Asmodeus, with grim amusement, banished the Twice Fallen from Hell. As a reward for her efforts, and believing that she learned her lesson, Asmodeus reinstated Lilith as the Lord of the Sixth. Since that time, Lilith has traveled throughout Malbolge, personally destroying all those that helped overthrow her even as she redoubled her efforts to rebuild her cult presence in the mortal coil. Now that her consolidation of power is almost complete, Lilith plans on completing her rise to divinity. Whether or not Asmodeus (who has been aware of her machinations the entire time) seeks to impede Lilith’s progress is unclear, but if he does not, she may well become the first god among the lesser Lords of the Nine.

Since her return to power, many of Lilith’s old foes have taken up arms to fight her once more. The various Agents of Balance stand in opposition to her, as do the various powers of Nature. Even the likes of Malar and other evil gods of Nature fear and oppose her, concerned that their own powerbase would be shattered if her goal to restructure Nature was successful. Among her greatest adversaries is the Defender of Freedom, Sanoi the Heavenly Mother. Sanoi has been recognized as the most powerful celestial dedicated to children and their defense. She despises Lilith and her heinous desire to murder or mistreat the young and does all she can to stymie her activities. Indeed, Sanoi would love nothing better than to meet Lilith in combat. Lilith has no fear of Sanoi but knows that a direct confrontation with her would likely draw the attention of her other enemies, which would probably result in her defeat.

In spite of, or perhaps due to, her successes in the Days of Antiquity, Lilith has few allies in or out of Hell. When they were both Lords of the Nine, Lilith and Sammael maintained something of a lover’s bond (or as much as can exist between devils of their evil). When Sammael was forced to flee Hell and Lilith was ground under Moloch’s heel, the two did not maintain any contact. Although Lilith has regained her power, she has been cautious with dealing directly with Sammael as she is concerned with Asmodeus’ reprisal. Needless to say, Lilith continues to detest Moloch. If it were not due to her efforts to finalize her claim on Malbolge and her responsibilities to her witches, Lilith would have put a great deal of effort into tracking down and destroying the Twice Fallen. Moloch, for his part, destroys any and all witch covens he comes into contact with if he suspects that they are servants of the Queen of Desolation. Despite this show of bravado, Moloch is fearful of his fate should Lilith ever capture him.

Although she may be their precursor, there is no indication that Lilith shares any association with demons princesses. However, a growing minority of scholars do believe that the ancient rumors linking Lilith to some demons may be true. It is known that a fair number of lamias hold Lilith in a regard almost as high as they hold Demons leading some to suspect that a union between Lilith and and a Demon Lord created the race. To what extent Lilith currently interacts with Graz’zt is unknown, although the dominant scholarly position is that she, once again a paragon of Law, perceives him as a threat to Hell’s Hierarchy and her own thirst for dominion over Nature. An even more nebulous relationship is what she shares with Orcus, the Demon Prince of the undead. Among devils, only the Scion-Emperor, Lixer, commands more respect from undead than Lilith. The Countess is revered largely by flesh eating and blood drinking undead, particularly wights and vampires. As mentioned earlier, one of the primal vampires, Lamatsu, was believed to have been one of Lilith’s priests in the Days of Antiquity. Of course, such tales are of questionable validity, but it is known that Lilith has routinely commanded her mortal servants to hunt down and destroy any trace of Orcus worshippers they can find. To date, Orcus has been slow to respond in kind to Lilith, but time will tell. Of Lamatsu, Lilith is believed to currently have limited dealings. The truth, however, is that Lilith plans on reclaiming her former servant once she has reestablished her rule in Malbolge. Of course, Lilith is no longer Neutral Evil, as she was when Lamatsu originally served her, and the Countess likely plans on ‘reeducating’ the chaotic Mother of Vampires. What Lamatsu, nigh a cosmic entity in her own right, thinks of this – assuming she knows – is a mystery.

So far as Hell is concerned, Lilith again does not count many as allies. Lilith has gotten herself into a bitter, yet subtle conflict with the Duchess of Witchcraft, Rosier. In many ways, Rosier benefited from Lilith’s overthrow, taking aspects of the Dark Goddess’ original nature and warping them to fit her own attitudes regarding witches. Lilith has put some effort into leading Rosier into traps that have to date failed largely due to the attentiveness of Belial, Lord of the Fourth. It is likely that Lilith will one day abandon subtlety for direct action and will attempt to destroy Rosier; such an event would ensure a war between Phlegethon (Phlegethos) and Malbolge. Lilith, who hates Belial almost as much as she hates Beelzebub, welcomes a onfrontation but wants to make sure that she has regained the power she lost after The Great Fall. There is simmering tension on the borders of Cocytus (Maladomini) and Malbolge as Lilith has used all of her restraint to keep from invading Cocytus (Maladomini). She knows that Beelzebub is extremely clever and well established in his Perdition and that she would be certain to lose a direct confrontation against him. It is due to her hatred of the two remaining Fallen that Lilith is almost guaranteed to join with Mephistopheles and Dispater once she is confident that her control over Malbolge is complete. To date, though, Lilith has not established any formal ties with the Lord of No Mercy or the Urbane Fiend. When Lilith is not cultivating her cults in the mortal coil, she spends her time restructuring Malbolge. Almost complete, Lilith has recently turned her attentions to the caverns at the outskirts of the Sixth, having noticed the disappearances of some pit fiends over the centuries. Lilith knows that there is another significant power in her regency, although she is not yet certain of its nature. It is unclear what Lilith will do when she discovers Verrier, Hell’s Pawn, an event that is likely to occur in the not too distant future. Lilith has no relationship to speak of with Bael or Mammon but she does loath Leviathan, whom she remembers from days long past. Since their mutual reclamations of their layers, neither Lord has tested the strength of the other as each tends to his or her own internal affairs. Some scholars think that Leviathan and Lilith may put aside their ancient enmity and unite to overthrow Belial, Beelzebub or both.

Lilith’s relationship with Asmodeus is one of fearful loathing. On the one hand, Lilith knows all too well that she lost her regency in part due to Asmodeus. On the other hand, Lilith also knows that she abandoned her tyrannical nature in order to acquire more power, so she knows that she is in part to blame for her own downfall. Still, she seeks vengeance against her master and only her fears concerning his true nature have kept her from bothering with any attempts. After years of seeking divinity, Lilith has come to recognize aspects of the same in Asmodeus and has also noted similarities in these aspects with long forgotten Lucifer. Lilith is perhaps the only Lord to believe that Asmodeus and Lucifer are one and the same, but has done nothing with this knowledge. Lilith also suspects that something far darker may also be pulling Asmodeus’ strings, although she cannot fathom the existence of The Overlord. What is interesting is the fact that Lilith has given birth to quite a few powerful beings that she either abandoned some time after they were born or felt compelled to give up immediately after birth, leaving them in the wastes of Malbolge. In all such cases, Lilith was never able to determine the father, although she always believed that Lucifer or Asmodeus were responsible. One such being was Benzosia, the former and now dead Queen of Hell. It is unlikely that Lilith has any knowledge of Benzosia’s relationship to her (or Glasya’s, for that matter) as the former Queen of Hell was one that the Dark Goddess was forced to give up upon birth. If Lilith has any knowledge of this or that the Princess of Hell, Glasya (with whom she has no political arrangement), is her grandchild, she has not made it clear.

Although Lilith has long since purged any Chaos from her nature, she continues to have fits of rage and possesses a mercurial attitude for a devil. This is further reflected in her penchant for taking different forms, something no other Lord save Leviathan is prone to do. However, she is best known for three forms. First is the form of the Hag, a withered, decrepit old crone in tattered clothing with rotting flesh that hangs from her bones, stark white hair, rancid breath, and great black raven’s wings. This is the form Lilith takes when she is intent on destruction and desolation. The second, the Waif, is a small girl with serpentine eyes, raven hair, and dark clothes that cling to the shadows. The Waif often appears when Lilith travels the mortal coil to either lure children to their deaths or women down the path of Perdition. The Harlot is Lilith’s final shape and the one most likely to be her true form: a statuesque, extremely beautiful woman with long black hair that covers her naked white body, glowing amber eyes, and a large, shapely red mouth. This form also has large black wings and blood often trickles from the corners of her mouth, which are said to have at least two very long, sharp teeth and a forked tongue. The Harlot is how Lilith typically presents herself to her witches and when she is in Hell. In all cases, Lilith carries Thunder’s Voice.

Recently there have been even older texts unearthed, that are said to have their origins before the Days of Antiquity and that suggest that Lilith may also be tied to even older beings of The Abyss and the Gray Wastes, namely the mysterious Pale Night and murky daemonic abominations. To date, thorough translations of these writings have not been completed as the languages – save for a few words related to ancient elven – are extinct. If these links between Lilith and the other denizens of the Depths Below are true, her original station in Hell may have far exceeded what is written in these very pages. Whether this is a ploy orchestrated by Lilith to restructure history to suit her or the truth is unclear.

Combat

Lilith has a wide array of abilities to use, depending on the location of the battle and the nature of her foes.

In an urban setting, Lilith will call upon the Profane Feminine to take control of children. She usually directs them to pick up whatever weapons they can find and to attack any males or pregnant females they come across as they make their way towards her. If adults respond to these attacks with lethal force, Lilith will not intervene – she will only personally enter battle if she is discovered and attacked directly, or if someone has found a means of subduing the children without harming them. If the children are successful in their attack, or if it seems that they will be stopped without being injured, Lilith will begin to destroy them herself.

In single combat, Lilith will activate her Aura of Hell (cower) and cast greater epic mage armor on herself, then meet the foe in melee with Thunder’s Voice. She will first attempt to destroy her opponent’s weapon (using Epic Sunder to add double her Strength modifier to the damage). If the opponent proves capable dealing significant damage to her, she will begin to use Fly-by Attacks, hoping to stun him. If the opponent falls prey to the sonic boom effects of her weapon, Lilith will attack viciously while they are stunned, using Power Attack to deal as much damage as possible. If Lilith appears outmatched, she will cast a quickened heal on herself, call a team of pit fiends, then Fly backward (or upwards) and begin to rain elemental spells down upon her enemy (altering the energy types as seems to be most effective), calling rolling thunder every three rounds and directing the full damage upon the foe.

In a serious battle against multiple opponents, Lilith usually begins combat by activating her Aura of Hell (fear) and Might of Hell (usually tied to dispel magic, to remove energy protection spells) abilities as free actions. She will then use Nature’s Infernal Wrath as a free action, usually calling rolling thunder if faced by a small group, or triggering a pyroclasm if beset by a large one. If her opponents do not seem seriously harmed, she will attempt a quickened greater dispel magic (targeted upon a specific foe, if it seemed to take less damage than the others), then will Fly upwards and attack with powerful elemental spells (often chained or area of effect spells that will strike as many opponents as possible). She will use her Infernal Elementalist powers to adjust the damage type – often to sonic, but she will take note of which energy types (if any) the opponents seem resistant to. If her initial assault fails to destroy her opponents, she will call pit fiends to keep her foes occupied while she either moves into melee (attempting to Sunder the weapons of enemy fighters) or continues to blast them with powerful spells (including epic spells, if necessary), while using her Infernal Elementalist ability to divert all energybased spells away from herself or her minions and back towards their casters (or any innocents they may be trying to protect). If multiple foes remain on the ground, she will attempt to catch as many as possible within an earth rift.

If Lilith loses over a third of her hit points, she will use a quickened heal and another heal to regain them. If she loses that amount again, she will likely flee the scene unless her victory seems assured at that point. Whenever possible, Lilith will distract good foes by placing innocents at risk, such as by luring children onto a battlefield or dropping large chunks of earth on their homes. If she is forced to flee combat, she will often part by first targeting a village with an icequake, or placing an entire town in the path of an earth rift.

Aura of Hell (Ex): Lilith’s Aura of Hell can affect all creatures within 900 feet of her, with a Will save DC 60 allowed to negate the effects.

Call Devils (Sp): As a move equivalent action, Lilith can call devils. Nine times a day, Lilith may call a Duke of Hell, 9 pit fiends, or 18 lesser devils; devils so called have triple standard Hit Dice, to a maximum of 45 Hit Dice. Since these devils are called, they have the ability to summon other devils as their Monster Manual descriptions allow. Lilith has no problem engaging those foolish enough to assault her one on one. In fact, she will often insist that any member of her entourage remain on the sidelines while she deals with opponents personally. Still, in the unlikely event that Lilith finds herself threatened, she immediately calls in a team of pit fiends before unleashing all of her might on those capable of harming her. Aside from pit fiends, the Countess does not seem to have any special preference for any kind of devil; indeed, the only reason she calls pit fiends is because she knows them to be the most powerful of the common devils.

Corrupt Nature (Su): As she pursues her quest to become the mistress over all elements of the destructive side of nature, Lilith has found the means to punish the very matter she seeks to dominate. 6/day, as a full-round action in a manner similar to the Despoil spell, Lilith can corrupt and curse the natural surroundings within 14 miles of her person. Plants with 1 HD or less shrivel and die, and the ground cannot support such plant life ever again. Plants with more than 1 HD must succeed at a Fortitude saving throw (DC 60) or die. Even those successful on their saves take 44 points of damage. All living creatures in the area other than plants (and Lilith) must succeed at a Fortitude saving throw (DC 60) or suffer 4 points of Strength damage and contract a Contagion. Unattended objects, including structural features such as walls and doors, grow brittle and lose 6 point of hardness, then take 12 points of damage (Lilith may reduce the damage if she wishes).

The Dark Goddess (Ex): During her years seemingly under Moloch’s yoke, Lilith spent her time researching religion and the nature of divinity.
Through her own research, Lilith discovered the first steps to true godhood, and one day hopes to be completely independent of Asmodeus
and the rest of Hell as she pursues her evil goals. She also found the means, despite her clearly Lawful behavior, to grow in power as a druid, forcing the elements and nature to bend to her will.

Lilith can actually grant spells to those that worship her, although she only accepts female clerics (or, in rare cases, men that have castrated themselves). The women that follow her are often referred to as infernal witches or dark sorceresses, and are both dangerous and alluring; however, there is a price for their power. Each worshipper must sacrifice children (of age 12 or under) to Lilith in order to receive her blessings. Lilith grants one virtual cleric level (providing the spellcasting ability but not the hit dice) to each servant that slays a number of children equal to the effective level they are trying to reach (1 child for 1st level, 2 more for 2nd, 3 more for 3rd, 4 more for 4th, and so on). These effective levels stack with any actual cleric levels the servant may have, and if she does not already possess domains, she is entitled to select either Evil or Law, and either Destruction, Storm, or Weather. These followers may gain no more virtual levels than their number of actual Hit Dice.

If the follower does not slay at least one child every nine weeks, then they lose one effective level at the end of that time period. These slayings must not be simple murders, but sacrifices specifically dedicated to Lilith and performed during the worshipper’s menstrual cycle. If a follower ever accomplishes a sacrifice in the direct presence of Lilith herself, the effective cleric levels they have gained are converted to actual, permanent levels. Of course, all of these women are forever lost of the forces of good for the horror of their unnatural crimes, and will spend an eternity rotting in Malbolge with Lilith.

Diabolical Empowerment (Ex): Lilith uses her Wisdom modifier instead of her Charisma modifier when determining the power of special attacks and special qualities.

Hell’s Fire (Su): Lilith may use Hell’s Fire 19/day, a ten-foot wide line of diabolical energy dealing 19d12 points of damage, up to 1,900 feet away. Victims caught in the blast may Reflex save DC 60 for half damage. Lilith’s Hell’s Fire appears like a torrent of corrupt, putrid blood and flesh mixed with components of the four elements.

Impotence (Su): Aside from children of virtually any race, Lilith hates males. This hate has grown significantly since the time she was deposed by Moloch, and has come to fruition since she reclaimed her status as Lord of the Sixth. Six times per day, all males within 1,200 feet of Lilith can be struck by Impotence. They suffer 1 point of Constitution drain each round for the next six rounds so long as they are within 1,200 feet of Lilith; however, they are allowed a Fortitude saving throw each round (DC 60) to negate the Constitution drain. Those who suffer at least three points of Constitution drain in this manner must make another Fortitude save (DC 60); those that fail this save take no further Constitution drain but are permanently sterilized and can be restored only by a miracle cast by a 31st level cleric of a god dedicated to nature or love.

Women may also be affected by Lilith’s Impotence, seeing life through Lilith’s eyes for a time. Those who fail a Will save (DC 60) are wracked with hatred for men and life for six rounds. Those who have line of sight to a humanoid male of any species will attack that male to the exclusion of all else, attempting to subdue the male, render him helpless, and castrate him. Those who have no males within sight turn their hatred upon their womb, attempting to remove or destroy it. The woman attacks herself, hitting automatically. Each attack that deals damage forces a Will save (DC 10 + damage dealt) to avoid passing out, and a Fortitude save (DC 10 + damage dealt) to avoid destroying the womb. Pregnant women who deal any damage to their womb in this manner terminate their pregnancies. The womb can be restored only by a miracle cast by a 31st level cleric of a god dedicated to nature or love.

Deities and cosmic entities can be affected by this power only upon a successful opposed rank check.

Infernal Elementalist (Ex): Lilith has mastered manipulating the destructive side of nature to rival that of even an antagonistic god. In addition to her standard immunities, Lilith is immune to electricity and sonic energies. She gains an additional +9 bonus to her caster level and spell save DCs when casting spells or spell-like abilities with an elemental descriptor.

Lilith can take control of any elemental effect (whether spell or naturally occurring) within 1,200 feet that has the acid/earth, cold/water, electrical/air, or fire descriptor. She can also control sonic energy if it is part of an air related effect (as in many storm spells). The Countess can automatically take control of a natural element, such as a forest fire or a storm cloud, up to 12 times per round as a free action. Once she has gained control, she may move it or adjust its shape or size (within the limits of her range) as she wishes. If she takes control over a heavy object, such as a section of earth, ice, or water, she may attempt to lift and move it in a manner similar to telekinesis, though this requires a standard action to implement and she must concentrate each round to continue moving it (she can maintain Concentration for up to 89 rounds, and move a solid object at up to 30 ft. in a full round).

Her lifting capacity limits what she can affect in this manner, particularly with heavier substances such as stone – she may lift up to 4,800 lbs. in this fashion. If she throws the object (relinquishing control over it as a standard action), it travels up to 120 ft. in an arc towards the ground, striking objects in its path and dealing 1d6 points of damage for every 25 pounds that it weighs. Creatures in the path of the object may make a Reflex save to Dodge it – the DC is 60 -1 for every 200 lbs. the object weighs.

To gain control over a spell or spell-like ability, Lilith must succeed on a Spellcraft check (DC 10 + spell level + caster level). She may target up to 12 persistent effects (such as a wall of fire) per round, each as free actions. She need not ready an action to gain control of a spell as it is being cast, and may still make the check as a free action, but may do so only 3 times per round. If Lilith successfully gains control of the spell, up to 12 times per round as a free action, she can redirect it to another target (adjusting the caster level and save DC as though she were the caster), or she can cause it to fizzle out harmlessly.

Whenever Lilith casts or takes control of a spell with an elemental descriptor, she may change the elemental type to another type of her choosing (including sonic) as a free action. She may also choose to divide up the spell’s energy amongst any number of elemental types (such as altering a 10d6 fireball to deal 5d6 fire and 5d6 electric damage, or 4d6 electric and 6d6 sonic damage, or 2d6 cold, 3d6 electric, and 5d6 fire damage).

Furthermore, Lilith may apply any metamagic feats she possesses to any elemental spell she casts or gains control of, by expending one of her own prepared spells of a level equal to the feat’s level increase (such as expending a third level spell to gain the effects of Maximize Spell).

Infernal Nobility (Ex): As the Lord of the Sixth, Lilith has a status equivalent to that of the gods. Lilith possesses a cosmic rank of 14. While in Malbolge (and anywhere else on Hell that Asmodeus allows), Lilith functions as a greater god with a cosmic rank of 17.

The Might of Hell (Su): Lilith’s presence is so terrible that she can corrupt an entire area with but a thought. Thrice per day as a free action, Lilith may unhallow an area equal to 1,500 feet.

Nature’s Infernal Wrath (Ex): Lilith has all but mastered complete command over the destructive side of nature. Every three rounds as a free action, Lilith may cause one of the following effects:

• Earth Rift: While flying at a height of 1,200 ft. or less, Lilith can open a flaming crack in the earth, beginning below her and extending in any direction of her choosing. The crack is up to 1,200 ft. long and up to 120 ft. wide. Anyone standing on the ground within the area must succeed at a Reflex save (DC 60) or fall into the chasm. This effect lasts for one round, during which time the ground shakes violently – anyone within a mile of the fissure (but not actually within its area) must succeed at a Reflex save (DC 15) or fall prone. Spellcasters standing on the ground and attempting to cast spells during that round must succeed at a Concentration check (DC 20 + spell level) to successfully cast. Structures within that range are affected as though by an Earthquake spell. At the start of Lilith’s next turn, beings that fell into the flaming crack and did not escape (through flight, teleportation, or similar means) are instantly plane shifted to Malbolge (there is no way to avoid this effect) as the rift slams shut. Once in the Sixth, there is a 50% chance of one of two occurrences. On the one hand, the entrapped are simply stuck in the layer until they find the means to escape on their own. On the other hand, an unfortunate few receive a Fortitude save (DC 60) to avoid being accursed into a lemure. For those that were not trapped in the chasm, the force of the earth slamming closed again knocks anyone standing upon the ground within one mile prone unless they succeed at another Reflex save (DC 60); anyone flying over the area the crack appeared (at an altitude of 140 ft. or less) is showered with a hail of rocky debris, dealing 20d6 points of damage (Reflex save DC 60 for half). The dust this debris throws into the air also obscures vision, causing a miss chance when attacking creatures in that area during the remainder of that round, and for the next three rounds thereafter (50% the round the rift closes, 30% the first round afterwards, 20% the second round, and 10% the third round). (If this ability is used in Malbolge, those that fall into the crevasse are utterly destroyed and can be resurrected only by a being that succeeds a rank check against Lilith, who always functions as a cosmic rank 17 creature in this instance. Such a being must be in Malbolge in order to attempt such an act).
• Icequake: With this ability, which affects a 1,200 ft. radius, Lilith causes the earth to shake and ice to rush forth from the ground. All buildings in the area are dealt 50 points of damage (ignoring hardness) then frozen solid. Anyone inside a building, or otherwise on the ground within the area, must make a Reflex save (DC 60). Those that succeed take 5d6 points of cold and physical damage from the on-rushing ice, while those that fail are instead engulfed by the ice and frozen solid. Such beings are not slain, by rather effectively held in stasis. Left unattended, the ice lasts for 14 days before melting – as a free action, Lilith can choose to melt it at any point prior. The melting process takes at least an hour, and creatures must make a Fortitude save (DC 60) when they thaw out or suffer 1d6 points of Constitution damage. Alternatively, Lilith can, as a free action, choose to simply shatter the ice and everything contained therein – all creatures and objects that had been frozen must make a Fortitude save (DC 60) or be destroyed, broken into small shards.
• Pyroclasm: Upon using this power, all living creatures within 1,200 ft. of Lilith spontaneously burst into flame. They take 90 points of fire damage (Reflex save DC 60 for half), and catch on fire (taking 3d6 points of fire damage every round for the next six rounds unless they spend a full round attempting to put out the flames).
• Rolling Thunder: When Lilith invokes this ability, black storm clouds fill the sky, lit by constant flashes of lightning that Lilith may call down upon her enemies. This ability deals a total of 360 points of violated electrical damage, which Lilith may divide up as she chooses amongst any number of targets within 1,200 ft. (dealing at least 1 point of damage to each), or focus it all upon a single foe. Those targeted can attempt a Reflex save (DC 60) for half damage.

While in Malbolge, Lilith can call on Nature’s Infernal Wrath as often as she likes; elsewhere, she can cast each of these thrice per day.

The Profane Feminine (Su): Lilith views children as nothing more than slaves to her whims, in a perverse reversal of the natural order for most sentient beings. As such, she routinely goes out her way to harm and destroy them. However, at times she finds it more amusing to shatter the hope of those who fight against her by turning the very children they strive to defend into the enemy.

6/day, the Countess may call all children (12 years old and younger) within 1200 ft. to her position and take command over them. A magic circle will protect them from this influence, as will having a Holy symbol of a good deity in the area of effect – otherwise, they immediately comply unless they succeed at a DC 60 Will save. Arming themselves with whatever they can find (usually knives, Scythes, sticks, and the like) they march, nearmindlessly, upon the adversaries of Lilith. Being innocent and magically compelled, a good character cannot simply slay these children (every child a character murders moves them one step towards Evil). Those that slay at least six children under these situations must succeed at a Will save (DC 60) or contract a curse that fills them with hatred, believing the children themselves are to blame for what happened. If they fall prey to this, they will begin to sacrifice at least one child a month to Lilith. A miracle cast by a 31st level cleric of a god of children, love, or nature can remove this curse, though the character may have to atone in other ways as well.

An example of such a child is given here: Male or female human: CR 1/6th; small humanoid; HD ½d4-2; hp 1; Init -1; Spd 20 ft.; AC 9 (touch 9, flat-footed 9); BAB +0; Grp -6; Atk knife -2 melee (1d4-2/19–20); AL N; SV Fort -2, Ref -1, Will -2; Strength 7, Dexterity 8, Constitution 7, Intelligence 8, Wisdom 7, Charisma 8.

The children Lilith takes control over remain under her command for up to 12 hours, or until Lilith returns to Malbolge (whether by her own volition, or by being forced back by the destruction of her physical form on the Prime). In her spite, Lilith often slays these children herself (especially if she intends to return to Malbolge early), the children receiving another Fortitude save DC 60 to survive. Those that are destroyed while under her control find their spirits consigned to Malbolge unless a 31st level cleric (as described above) requests a miracle on their behalf, or a deity intervenes directly (making a successful rank check against Lilith), within six hours of their deaths.

The children controlled in this manner often suffer later in life even if they do survive, remembering everything they did while under Lilith’s fell influence. At the onset of puberty, females that were subjected to this ability have a 50% chance of becoming Lawful Evil (and in many cases, going on to become infernal witches), while males have a 50% chance of either castrating themselves or committing suicide at that same age.

Lilith also has more subtle means to corrupt children rather than controlling or destroying them outright. In a mockery of normal motherhood, Lilith can corrupt or poison any child who feeds on her breast milk. She can infect them with a disease, as per any of the Contagion effects (DC 60). Those that survive (or that she chooses not to infect) have a 50% chance of acquiring the half fiend template during puberty (also shifting their alignment two steps towards Lawful and Evil). Females generally transform into full-fledged erinyes instead.

Finally, Lilith is incapable of creating “normal” children. The majority of her pregnancies conclude with a miscarriage (sometimes resulting in an atropal or atropal scion). Of those that survive, almost all are Lawful Evil, though in some rare cases the nature of the father might affect this. Furthermore, her children are generally either marquis-half fiends or malefircareim, depending on the status of the father, though other types of beings are not unknown. Many of Lilith’s children are able to breed true and create entirely new races. It is unknown if Lilith has the ability to control these offspring, although those that point to lamias as her descendants doubt that she can.

Spell-like Abilities:

At will – Animate Dead, baleful polymorph, Blasphemy , blur, charm monster, Deeper Darkness, delayed blast fireball, Desecrate, detect chaos, detect good, Detect Magic, dominate monster, flame strike, Dispel Magic, Greater, greater invisibility, greater teleport, hallucinatory terrain, Hold Person, Magic Circle against Chaos, Magic Circle against Good, mass hold monster, mirage arcana, persistent image, polymorph, power word stun, pyrotechnics, Read Magic, Restoration, resurrection, scrying, suggestion, symbol of pain, Unhallow, unholy
aura, unholy blight, wall of fire.

9/day: Contagion, Destruction, disintegrate, Earthquake, Fire Storm, Restoration, Greater, Harm, Implosion, Inflict Critical Wounds, Inflict Light Wounds, Inflict Light Wounds, Mass, Meteor Swarm, Shatter, True Resurrection.

6/ day: accursed, hellball, oppress, tyranny.

3/day: wish.

Caster Level: 74th (83rd for elemental abilities), save DC = 35 + spell level, or 38 + spell level for Evocation spells (+9 for elemental abilities).

Lilith also casts spells from the Destruction Domain; these are included in the list above. For the purposes of the Smite power (granted by the Destruction domain), Lilith is treated as a cleric of her caster level.

Spells (druid):

Lilith casts spells as a 67th level druid (76th level for elemental spells).
Spells per day: 6/9/9/9/9/8/7/7/7/6/3/3/3/2; base DC 35 + spell level, 38 spell level for Evocation spells (+9 for elemental spells).

Typical Spells Prepared:

• 0th – darkseed, daze animal, detect poison ,light, preserve organ, scarecrow;
• 1st – camouflage, cure light wounds (x3), entangle, extract drug, faerie fire , produce flame, sandblast;
• 2nd – body of the sun, briar web, circle of nausea, cloudburst, creeping cold, decomposition, flaming Sphere, scent, warp wood;
• 3rd – Call Lightning, Cure Moderate Wounds, Dominate Animal, false bravado, Infestation of Maggots, Poison, Sleet Storm, Snare, Spike Growth;
• 4th – Arc of Lightning (x2) CA, Blight, Cure Serious Wounds, Dispel Magic, Energy Vortex, Freedom of Movement, Murderous Mist, Rusting Grasp;
• 5th – Binding Winds, call lightning storm, control winds, explosive call lightning, insect plague, kiss of death, mass trance, wall of thorns;
• 6th – antilife shell, cometfall, cru mble, dispel magic, greater, miasma, phantasmal disorientation, pox;
• 7th – chained flame strike, Creeping Doom, greater creeping cold, Heal, Pestilence, Slime Wave, Storm Tower;
• 8th – Finger of Death, quickened dispel magic (x2), Reverse Gravity, Stormrage, Storm of Elemental Fury, Whirlwind;
• 9th – Epidemic, Elemental Swarm, greater whirlwind, Invulnerability to Elements, storm of vengeance, thunderswarm
• 10th – chained maximized three thunders flame strike, corrupt twinned Insect Plague, quickened greater dispel magic;
• 11th – chained finger of death, chained twinned flame strike, quickened heal;
• 12th – corrupted intensified lightning strike, maximized thunderswarm, maximized storm of vengeance;
• 13th – intensified Cometfall, twinned thunderswarm.

Spells (Wizard):

Lilith casts spell as as a 57th level wizard (66th level for elemental spells).
Spells per day: 4/8/8/7/6/5; base DC 35 + spell level, 38 + spell level for Evocation spells (+9 for elemental spells).

Typical Spells Prepared:

• 0th – arcane mark, detect Magic, flare, ray of frost;
• 1st – charm Person, magic missile (x2), obscuring mist, ray of enfeeblement, shield, sleep, true strike;
• 2nd – detect thoughts (x2), acid arrow, scorching ray, shatter (x2), web, whispering wind;
• 3rd – dispel magic (x2), fireball, haste, reach vampiric touch, three thunders lighting ball, wind Wall;
• 4th – bestow curse, corrupt lightning bolt, dimension door, ice storm, shout, wall of fire;
• 5th – cone of cold, empowered reach shocking grasp, nightmare, quickened magic missile, wall of Force.

Spellbook: Although one of the oldest devils in existence, Lilith has not spent considerable time studying the arcane, concentrating her efforts in imposing her desires on the natural order. As such, she has access to every spell up to fifth level in the Player’s Handbook and any other source allowed by the DM. Lilith is most fond of spells that burn, electrocute, freeze, or Sunder.

Epic Spells: 8/day. Epic spells known: crown of vermin, curse of apostasy, eclipse, greater epic mage armor, hellball, Lilith’s life siphon, mass frog, Miasma of hatred, nailed to the sky, Pestilence, rain of fire, verdigris.

Thunder’s Voice: The well-known and dreaded sword of Lilith is a gift from Asmodeus after he reinstated her as Lord of the Sixth. Thunder’s Voice is a huge sword with a blade of pure, crackling darkness and a hilt of lightning. This sword caused many citadels in Malbolge to come crashing down.

Thunder’s Voice is a +6 greatsword of sonic blasting. It is treated as adamantine for the purposes of bypassing damage reduction and hardness, and the sonic damage dealt by this weapon also harms all adversaries within 10 feet of the target.

With each swing, Thunder’s Voice issues a sonic boom capable of stunning all within ten feet of the wielder; thus for every attack Lilith makes, whether she hits or not, those within range must make a Fortitude save (DC 60) or be stunned for 1 round. Creatures that fail by 30 points or more are also knocked prone. Creatures with sonic immunity are unaffected by this ability, while those with sonic resistance gain a saving throw bonus equal to their resistance.

On a critical hit, Thunder’s Voice releases a crackling blast of black lightning that deals 20d6 points of violated electrical and sonic damage to all foes within 30 ft. Creatures in the area can make a Reflex save (DC 60) for half damage.

In addition to the curses associated with all Infernal Arms, those that manage to wield this weapon without Lilith’s express permission must also make a Will save (DC 60) whenever they come within the presence of a child; failure indicates that they attempt to strike the child down.

The Scourging Stone: 3/day, this fist-sized pale green orb allows the blighting of a 14-mile radius of land. All animals, magical beasts, plants and vermin with Intelligence scores of 6 or lower must make a Fortitude save (DC 60) or die. The total amount of Hit Dice slain in this manner is added to the stone in the form of charges. Lilith can expend these charges to empower herself. The stone can hold a maximum of 666 charges.

Ability increase: Lilith may enhance her ability scores for 1 minute. This costs a number of charges equal to the ability increase squared. Lilith may spread this increase out, as she desires. For instance, if she were to spend 144 charges, she could increase one ability score by 12 points, two by 6 points, or all of her scores by 2 points. Lilith cannot increase any single score by more than 12 points.

DC increase: Lilith may increase the DC of one of her special attacks, spells, or spell-like abilities. The increase only affects the immediate use of the attack; more charges must be spent to increase it again. This costs a number of charges equal to the DC increase squared with a maximum increase of 12 points.

Wrath of the Earth Mother: Lilith may expend the full 666 charges to deal 12d12 points of damage in a 12- mile radius. There is no save or resistance against this damage, although it will not penetrate a Divine Shield.

Summoning Lilith

Lilith cannot be summoned into a man-made structure. She favors unhallowed groves, lightning-blasted tors or dark grottoes as appropriate places for a summons; such places represent Lilith’s certain dominance to come over Nature. Only women can summon Lilith.

The magic circles to be used must be formed of ground silver and unicorn blood; lightning must strike each circle thrice to bind magic in place sufficient to summon Lilith from her realms in Malbolge. Between the two circles, the summoner(s) must carve the runes that signify each of the four elements: to the north, the symbol of fire, a wand; to the south, the symbol of earth, a pentacle; to the east, the symbol of water, a cauldron; and to the west, the symbol of air, an athame (a double edged knife). Lilith demands that these symbols be placed opposite to their proper places, once again symbolizing her reordered vision of nature. Over each of these symbols must be placed actual instances of the runes (thus a wand of some sort on the north, and an athame on the west). Each item so used must be of extremely fine workmanship (worth in excess of 666 gp), and must have been crafted by a barren woman.

As soon as the ritual begins, storm clouds swiftly gather, centered within a one mile radius over the summoning area. Throughout the summons, the clouds become heavier and more foreboding even as the thunder grows louder and the lighting more colorful as it races along the bottom of the clouds. As part of the ritual, the summoner approaches each symbol in turn, starting at the north and going clockwise around until returning to the north. The wand must be smeared with the blood of an aborted child and then thrust into the earth (the magic of the invocation allows the wand to be thrust into rock or hard dirt as easily as into sand) on the first turn to the north. The urine of a man forcefully castrated must be poured as a libation from the cauldron or cup to the east. The five-pointed star, or pentacle, must be used to cut an incision across the chief summoner’s abdomen, forming the Infernal word for “barren”; if the summoner was not already unable to conceive, she is cursed with barrenness from that time forth. Crossing to the west, she must then use the athame to castrate a virile man. Finally, she takes the grisly remains of this work back to the north, where, pronouncing the final words of the invocation, the testicles are consumed in supernatural fire, the ashes raining down over the bloodied wand.

Lightning then strikes throughout the area, while the earth shakes and moans. A fierce wind sweeps through and the magic circle bursts into flame. In the midst of this, a single lightning strike greater than all the rest erupts, and when the debris clears, Lilith stands, electricity dancing over her form (when summoned she almost always appears as the Harlot), and grim amusement on her face.

Lilith deals efficiently with those who have summoned her, offering boons to those willing to worship her, and teaching the secrets of how to tap into her power. If any present have children of their own, she does not hesitate to find a way to have such children killed in sacrifices that increase her own power.

When all is finished, Lilith is consumed by a tornado that lifts her into the air. The tornado is 10 feet wide at the base, 30 feet wide at the top, and 60 feet tall. Anyone standing where it appears must make a Reflex save DC 60 or be caught in the tornado, taking 3d6 points of bludgeoning damage and being suspended by the winds. Creatures with a Fly speed may attempt the save again each round in order to escape; those that fail (or do not attempt the save) take 1d8 points of damage per round. They may otherwise act normally, but must make a Concentration check (DC 15 + spell level) to cast a spell and take a -4 penalty to Dexterity and a -2 penalty on attack rolls. The tornado grants concealment to anyone within 5 feet, full concealment to those inside, and persists for six rounds. At the same time it first appears, the entire summoning area is carpeted with lightning strikes. These bolts do not harm those in the area, but all present must make Will saves against DC 60 or else suffer immediately from Lilith’s Impotence power; barren women are immune, and Lilith may choose to confer immunity on others present if it suits her purposes. Against this incandescent display, even those who successfully save are dazzled and see practically nothing for six rounds. By the time normal sight returns, Lilith has disappeared without a trace.

The items used in summoning Lilith are thereafter considered desecrated at Lilith’s caster level permanently, and are expected to be used in future summons and sacrifices.

Roleplaying Elements from

Liber Mysterium
The Netbook of Witches and Warlocks

By Timothy S. Brannan and The Netbook of Witches and Warlocks Team

Lilith is many things, first woman, wife, mother of demons, consort to men, demons, devils and gods, witch, demon and Goddess.

Lilith was the first wife of Adam, the first man. Adam and Lilith never found peace together, for when he wished to lie with her, she took offence at the recumbent position he demanded. Why must I lie beneath you?” she asked. I also was made from dust, and am therefore your equal. She became proud and refused to lie beneath him during intercourse. This violated the command to be fruitful and multiply, since she was not being impregnated. Some traditions hold that she was impregnated and bore demons from him. Others claim She had two daughters with Adam. Naamah and Tubal are referred to as Cain’s sisters. Naamah is the mother of many devils. He pushed the issue of her submission, and she uttered the Holy Name of God and flew away.

It is said that soon after Lilith left Adam he stood in prayer before his creator and said: God of the World, the woman that you gave me has run away from me. God tried to force her to return to Adam and sent therefore the death-angel Azrafil to her in the desert at the Red Sea, where she dwelled with the djinns, giving birth to countless demons. Then God dispatched the three angels, Sanvai, Sansanvai, and Semangelof to bring her back. They caught up with her in the desert near the Red Sea, a region abounding in lascivious demons, to which she bore Lilim at the rate of more than one hundred a day. Return to Adam without delay, the angels said, or we will drown you! Lilith asked: How can I return to Adam and be his woman, after my stay beside the Red Sea? It would be death to refuse! they answered. How can I die, Lilith asked again, when God has ordered me to take charge of all newborn children: boys up to the eighth day of life, that of circumcision; girls up to the twentieth day? Nevertheless, she said, I swear to you in the name of God who is living and exists, that if ever I see your three names or likenesses displayed in an amulet above a newborn child, I promise to spare it.

To this day they agreed; however, God punished Lilith by making one hundred of her demon children perish daily, and if Lilith could not destroy a human infant, because of the angelic amulet, she would spitefully turn against her own. As late as the 18th century, mothers and children across many cultures took advantage of the protection offered by these amulets. Charms and rituals accompanied the use of the amulets, protecting mothers and infants from the retribution of Lilith. Baby girls were considered vulnerable in their first three weeks of life.

Boys, on the other hand, were believed to be vulnerable for longer periods of time. Any boy under the age of eight was possible prey.

• Alignment: CE
• Areas of Influence: Evil, Moon, Women