Good, Bad things come in small packages

5. The Littlest Nightmare



The Littlest Nightmare:
Pollyanna

"I've always been easily frightened
by the worst in all my dreams.
What once was a little nightmare
is bursting at the seams!"

Spoiler: Build
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Spoiler: Ability Scores
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CR Str Dex Con Int Wis Cha
0 8 12 10 14 13 15
4 8 12 10 14 13 16
7 (Wendigo Template) 12 20 14 14 15 20
10 12 20 14 14 15 21
14 12 20 14 14 15 22
18 12 20 14 15 15 22
19 (Symbiotic Creature Template) – 26 – 15 15 22
20 – 26 – 15 16 22
Changes at each CR are bolded. The Wendigo template increases Str, Con, and Cha by 4 each, Dex by 8, Wis by 2, and doesn’t affect Int. The Symbiotic Creature template replaces the physical ability scores with those of a Dream Vestige (specifically, and in the interest of fairness, a Dream Vestige with the same Elite Array as Pollyanna, only it has put all four of its increases into Dex). After the Symbiotic Creature template, the two advance as one, and so get one more ability score increase at 20HD, which goes into Wis.


CR Class HD BAB +0 Ref Save Will Save Skills Feats New Features New Invocations
1 Warlock 1 1d6 +0 +0 +0 +2 Concentration 3, Intimidate 3, Knowledge (the planes) 4, Lucid Dreaming 4, Spellcraft 3, UMD 3 Human Heritage, Skill Knowledge (lucid dreaming) (B) Eldritch Blast 1d6, Least Invocations Darkness
2 Warlock 2 2d6 +1 +0 +0 +3 Concentration 4, Intimidate 4, Knowledge (the planes) 5, Lucid Dreaming 5, Spellcraft 3, UMD 3 Detect Magic Serpent’s Tongue
3 Warlock 3 3d6 +2 +1 +1 +3 Concentration 4, Intimidate 5, Knowledge (the planes) 6, Lucid Dreaming 6, Spellcraft 4, UMD 3 Boost Spell-Like Ability Damage Reduction 1/cold iron, Eldritch Blast 2d6
4 Warlock 4 4d6 +3 +1 +1 +4 Concentration 4, Intimidate 6, Knowledge (the planes) 7, Lucid Dreaming 7, Spellcraft 4, UMD 4 Deceive Item Dark One’s Own Luck
5 Warlock 5 5d6 +3 +1 +1 +4 Concentration 5, Intimidate 6, Knowledge (the planes) 8, Lucid Dreaming 8, Spellcraft 4, UMD 5 Eldritch Blast 3d6
7 Wendigo Template +3 +1 +1 +4 Concentration 5, Intimidate 6, Knowledge (the planes) 8, Lucid Dreaming 8, Spellcraft 4, UMD 5 Track (B) Lose walking speed, gain 120 ft (perfect) fly speed, bite attack 1d6 (18-20/x3), Disease (Su), Maddening Whispers (Su), Ravenous Bite (Ex), Cold Subtype (Ex), Corner of the Eye (Ex), Regeneration 5 (overcome by fire) (Ex), Wind Walk (Su)
8 Warlock 6 6d6 +4 +2 +2 +5 Concentration 6, Intimidate 6, Knowledge (the planes) 9, Lucid Dreaming 9, Spellcraft 5, UMD 5 Shape Soulmeld (Strongheart Vest) Lesser Invocations Walk Unseen
9 Warlock 7 7d6 +5 +2 +2 +5 Concentration 7, Intimidate 6, Knowledge (the planes) 10, Lucid Dreaming 10, Spellcraft 5, UMD 6 Damage Reduction 2/cold iron, Eldritch Blast 4d6
10 Warlock 8 8d6 +5 +2 +2 +6 Concentration 7, Intimidate 6, Knowledge (the planes) 11, Lucid Dreaming 11, Spellcraft 6, UMD 7 Fiendish Resilience 1 Hellrime Blast
11 Warlock 9 9d6 +6 +3 +3 +6 Concentration 8, Intimidate 6, Knowledge (the planes) 12, Lucid Dreaming 12, Spellcraft 7, UMD 7 Insane Defiance Eldritch Blast 5d6
12 Hellfire Warlock 1 10d6 +6 +3 +3 +8 Concentration 9, Intimidate 6, Knowledge (the planes) 13, Lucid Dreaming 13, Spellcraft 7, UMD 8 Hellfire Blast +2d6 Beshadowed Blast
13 Hellfire Warlock 2 11d6 +7 +3 +3 +9 Concentration 9, Intimidate 6, Knowledge (the planes) 14, Lucid Dreaming 14, Spellcraft 8, UMD 9 Eldritch Blast 6d6, Greater Invocations, Hellfire Blast +4d6, Hellfire Infusion, resistance to fire 10 Chilling Tentacles
14 Hellfire Warlock 3 12d6 +8 +4 +4 +9 Concentration 10, Intimidate 6, Knowledge (the planes) 15, Lucid Dreaming 15, Spellcraft 8, UMD 10 Shape Soulmeld (Vitality Belt) Hellfire Blast +6d6, Hellfire Shield
15 Warlock 10 13d6 +9 +4 +4 +10 Concentration 11, Intimidate 6, Knowledge (the planes) 15, Lucid Dreaming 16, Spellcraft 9, UMD 11 Energy Resistance 5 (fire, electricity) Noxious Blast
16 Warlock 11 14d6 +10 +4 +4 +10 Concentration 12, Intimidate 6, Knowledge (the planes) 16, Lucid Dreaming 16, Spellcraft 10, UMD 12 Damage Reduction 3/cold iron, Eldritch Blast 7d6
17 Warlock 12 15d6 +10 +5 +5 +11 Concentration 13, Intimidate 6, Knowledge (the planes) 17, Lucid Dreaming 17, Spellcraft 10, UMD 13 Bonus Essentia Imbue Item Enervating Shadow
18 Warlock 13 16d6 +11 +5 +5 +11 Concentration 14, Intimidate 6, Knowledge (the planes) 18, Lucid Dreaming 18, Spellcraft 10, UMD 14 Dark Invocations, Eldritch Blast 8d6, Fiendish Resilience 2 Dark Discorporation, Serpent’s Tongue > Entropic Shield
19 APOTHEOSIS
Symbiotic Creature Template (Dream Vestige host)		 17d12 +8 +5 +5 +11 Concentration 20 (+14), Hide 20, Intimidate 0 (+6), Knowledge (the planes) 10 (+18), Lucid Dreaming 10 (+18), Spellcraft 20 (+10), Spot 4, UMD 10 (+14) Human Heritage, Undead Meldshaping, Dark Speech, Dark Whispers, Dream Scion, Dream of Perception Fly speed drops to 40 ft (perfect), Desecrating Aura (Su), Form Consumption (Su), Frightful Presence (Su), Deflective Aura (Su), Detach (Ex), Dream Travel (Su), Incorporeal Traits, Inescapable Craving (bodies), Self-Spawn (Ex), gain guest’s feats as bonus feats, gain guest’s skill ranks as racial bonuses
20 APOTHEOSIS
+4 RHD		 21d12 +10 +7 +7 +13 Concentration 24 (+14), Hide 24, Intimidate 0 (+6), Knowledge (the planes) 10 (+18), Lucid Dreaming 14 (+18), Spellcraft 24 (+10), Spot 4, UMD 10 (+14) Extra Invocation (Eldritch Chain), Shadowmaster Eldritch Chain, Shadowmaster


Spoiler: CR ≤ 5: Building Rapport
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“You don’t look like you belong here/
Did you pinch yourself to see?/
If you’d wake up from a nightmare/
Or could you still be asleep?!”

Spoiler: DM Notes
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Soon after first entering the Plane of Dreams, the players encounter Pollyanna, a Chaotic Good Human Warlock with a talent for manipulating the dreamscape. She is cheerful and friendly, happily answering the PCs questions about herself and the Plane of Dreams. If the PCs ask about her ability to manipulate the dreamscape, she explains the Lucid Dreaming skill (a bit of a misnomer in her case, as she is physically present in the plane, not dreaming) and demonstrates its uses – consider allowing PCs instructed by Pollyanna to use the skill untrained. If asked what she’s doing here, she’ll equally cheerfully admit that her life’s work is to find the Dreamheart at the core of the plane, and that she has a lot of work to do before she’ll be able to bypass the Dreamheart Tempest – a storm of elemental energy that rages outside of dreamscapes sustained by sleeping minds. She’s a little more awkward talking about her patron, but if pressed she’ll describe him as “a minor fey of the snow and the mountains”. Pollyanna is willing to help them with their adventures, but it’s never long before she gets restless and breaks from them to make her own path.

On subsequent meetings, Pollyanna is increasingly more nervous. This starts minor, the occasional darting glance out into the night, but each time the PCs encounter her she is slightly jumpier; starting at shadows, asking about the watch being kept, that sort of thing.


Medium Humanoid (human)
CG Azurin Warlock 1-5

Ah, Lucid Dreaming, probably the coolest skill out there. Pollyanna makes it permanently a class skill with the Skill Knowledge feat (a UA feat intended for use with an alternate skill system, but still perfectly functional in the default system, albeit weaker). Normally skills are assigned before feats, so we’d have to pay cross-class prices for it at 1st level, but we sidestep that neatly with the Human Heritage feat, giving us a perfect 4 extra skill points after we get it as a class skill. Starting from level 1 Pollyanna can reliably travel between dreamscapes, and by taking 20 (or getting lucky) can manipulate either her current dreamscape or her own appearance. Changes made to the dreamscape have to be relatively subtle (no bolts of lightning or bottomless pits beneath foes), but are still incredibly open-ended: clear a path through a forest, switch which way a door is facing so you can unlock it, make a wall easier to climb by changing it from solid stone to brick and adding some vines, and maybe even create secret passages… depending on how permissively you read “architecture” and “vegetation”. You don’t have the skills to use this as battlefield control yet, but as a utility tool it’s very flexible and handy.

Mechanically, there’s nothing else too special happening here. At-will darkness is extremely helpful both for Pollyanna individually and for the group; because of the way darkness works you can see and shoot out of it without penalty as long as your targets are well illuminated, but anyone shooting into it (or meleeing, for that matter) will suffer a 20% miss chance against the squishies sheltered within. Serpent’s Tongue gives Pollyanna the Scent ability for spotting ambushes, detect magic at-will is very useful, and Dark One’s Own Luck lets her boost a save of your choice (probably Fort). She’s reasonably accurate, making touch attacks at range, and is capable of UMDing reliably starting at level 4 thanks to her class ability to take 10 on those checks. Ability Boost is an investment for the future, boosting all your invocation saving throw DCs by +2 three times per day each.

 
Spoiler: “But one soul lies anxious, wide awake/ Fearing all manner of ghouls hags and wraiths”
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*sob* “He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me.
Spoiler
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*sob* “He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me.
Spoiler
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*sob* “He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me. He bit me.


*sniffle*
“I’m so hungry.”

 
Spoiler: CR 11: Little Nightmare
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“The fall of the idol will tear us limb from limb.
To where wandering is a sin. To where nightmares can begin.
This life did not choose us; it chose to consume us!”

Spoiler: “I tell myself it’s all a dream…”
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It’s a familiar chorus. Even amidst the frost, dead trees with clutching branches, and hanging sheets of ice – born out of someone’s dream – breaking camp always sounds basically the same.

“Here’s a good spot. Fire there, tents’ll go there, there, and there.”

“Ugh, why can’t lucid dreaming make the ground any more comfortable?”

“I’ve got the wand ready; how many alarms do you want?”

“Because you suck at it. What’s the plan for dinner?”

“The trees’ll block visibility from the camp starting about 30ft from the fire. I’ll patrol the perimeter 20ft out.”

I break the pattern. “I’ll patrol too.”

Luven has the keenest eyes and ears among us, so first watch is usually his. He raises an eyebrow.

Because I’ve been seeing things out of the corner of my eye all damn day, but nobody else has said anything. “What can I say, the spooky frozen forest has me jumpy. I’d prefer an extra set of eyes while we secure the campsite. Humor me.”

He shrugs, and I slough my pack off my armor so one of the others (probably Perton) can cook dinner with my tools.


I stumble a bit, my foot slipping on the frozen ground before I regain my balance.

Separate, but not alone. Isolated, but within reach of the rest of the party. If I’m not just jumping at the wind, if there really is something following us, something only I have seen… then now is a perfect time for it to show itself. Or who knows, maybe it’s something only humans can see, in which case I’m better positioned to warn my friends.

Or I’ve seen it because it’s stalking me specifically, and I’ve just made its job much easier. Which is why I patrol with my sword out and full lungs, ready to shout warning.

And sure enough, there was another flicker at the edge of my vision. I turn to face it. It’s gone of course; they always are when I look, and it will be a while before I see it ag–

Another flicker! I spin left and– another one, on the right this time!

Heart pounding, I take a half-unconscious step back towards the camp. The flickers are coming every few seconds now, and no matter how I twist my neck I still can’t catch a direct glimpse of what is out there. And they’re getting closer. Despite the frigid air, I feel sweat beading on the back of my neck.

Do I yell out, or make a break for the campsite? Preparing to do both, I take another step backwards… and here the whish of something not two feet behind me.

I whip around, sword arcing through the air and a shout on the tip of my tongue – and freeze, blade quivering a handsbreadth from the apparition’s neck.

“… Polly?!”

Eyes wide, her lip starts to tremble. “P-please let me share your fire? D-don’t leave me alone out here with them!” Suddenly, increasingly desperate, she drops to her knees in the snow, hands clasped in front of her. “Please d-don’t let them g-get me! They’ll eat me! Please help me! Please!”


Deirdre was sitting in front of the fire pit. She didn’t have William’s skill with cooking, but roasting apples was well within her talents. She’d even been able to coax one of the dead trees native to the dreamscape into growing fresh ones for her. Turning the spit also made a lovely cover for stealthily reverting Perton’s few successful attempts to dream his patch of ground more comfortable.

…Wait, is that one of the things her mortal friends would consider immoral? No, it couldn’t be; it was fun! She’d ask one of the others later just in case, but she was pretty confident this time.

Oh, and there was William now, armored and handsome, coming back to the camp with… was that–?!

“Luven, come back here for a minute!” William yelled. “Everyone else, group meeting! And guess who I found?”

“Polly!” Apples and pranks forgotten, Dierdre shot over to her on wings of gossamer and wrapped her up in a hug, lifting her up and spinning her around. “It’s been so long! We thought you’d found a way through the Dreamheart Tempest at last and left the dreamscapes behind!”

“I-I did. But I had to come back before making it too far because….” Suddenly, her shy smile is replaced with a look of consternation… and fear? “I can’t remember?”

“Ah, don’t worry about it, we’ll have plenty of time to talk about it after dinner!”


Pollyanna ate like one of the Winter Queen’s own dark hounds, ravenously cramming food into her mouth and choking it down as though she hadn’t eaten in days. But no matter how many times she tried, she couldn’t keep it down, vomiting anything and everything back up almost immediately. And she was quite distraught about it.

“I’m starving, but anything I eat–” she was cut off, appropriately enough, by the remains of her fourth roasted apple coming back from whence it was sent, leaving her chin dribbling with chunks of fruit and her cheeks streaked with tears. “What’s wrong with me?”

“Prob’ly stress,” Luven volunteered in his typically deadpan tones. “Put the body under enough stress, and it starts shutting systems down to divert their energy elsewhere. Digestion is typically the first to go. Hmm, and you seem pretty stressed right now.”

Pollyanna’s eyes lit up like someone had thrown her a lifeline. “Yes! Yes, stress, that must be it. Completely normal, completely normal.”

“Sure, but what is she so stressed over?” Perton asked.

Polly just cowered in response, wrapping her arms around herself and shivering.

William drew everyone’s attention by tapping his gauntlets against his poleyn. “I think there’s something, or somethings out there in the night. I’ve been seeing flashes of it or them out of the corner of my eye all day. Thought I was just imagining things, but I went on patrol just in case. I was starting to see a lot more flickers at the edge of my vision, and then Pollyanna showed up, as if they were chasing her.”

“So. What’re we gonna do about it?”

“Whatever it or they are, they don’t seem to want to attack a group like us. We’ll double the watch for the night; give Polly a chance to relax, ease her nerves. We’ll move out in the morning, when the visibility is better.”


But Polly did not relax. As the night drew on, she grew more and more restless, walking back and forth in front of the fire with her arms crossed over her aching stomach.

Finally, Dierdre could bear it no longer. She extracted herself from her bedroll and blankets, and left her tent to check on her friend.

“Are you alright?” she asked, pushing out of her tent.

Pollyanna whipped around, focusing on Dierdre’s face. “Oh no. No, no, no. You’re a large group.” She looked like she was about to start sobbing. “You were supposed to be safe.”

No, not quite on her face. “Huh? What’s wrong, little one?” On her mouth. On her teeth.

And the dreamscape had started to react to her distress. The wind gusted and began to howl. The trees shook, and the forest was filled with the sound of shattering wood and ice. She continued speaking, to herself it seemed, barely audible over the newly vicious wind. “But they got you, too. Nowhere is safe. No one is safe.” Suddenly, she refocused on Dierdre. “Don’t come any closer! Stay away from me!”

And then everything went wrong. William was on patrol closest to the camp, and he reacted to the chaos exactly how he was trained to. “I’ve got you!” he yelled as he wrapped his charge, the little Pollyanna, into a bear hug, shielding her from outside threats with his mass and armor even as he tried to determine where said threats were located. And that was far more than her fragile psyche could take.

Things happened very quickly after that. Pollyanna’s expression changed from fear to absolute terror, and she screamed like she was being eaten alive. William shouted too, in pain and surprise. Perton sprinted from his patrol back into the camp on his short Halfling legs, and Luven exploded out of his tent. They both were too late: little Polly was already gone, vanished like the wind, and a few seconds later one of the alarms sounded for an instant in the adventurers’ minds as something very, very fast crossed its area. But her terrified screams continued, blending into the howling wind and echoing through the night even as they faded with distance.


Pollyanna eventually slowed her panicked flight. There was very little as fast as her nowadays, and she was invisible and wrapped up in her darkness, so she was probably safe from pursuit… or so she tried to reassure herself. After all, she’d thought she was safe at her friends’ camp, too.

She stifled a sob at the thought. It wasn’t fair. Her friends, her friends, had been corrupted, had turned against her, had tried to kill and eat her.

They had been her last hope. And now she was worse off than before; neither home nor friends to shelter her from the horrors that stalked the night, hungry to consume all that she was. And she was starving, herself.

She paused, arrested by the sight of her reflection in one of the hanging sheets of ice. Even distorted by the imperfect surface of its mirror, it was unmistakable: matted snow-white hair, eyes lit by a cold light, fingers lengthened into grasping claws, a mouth absolutely full of vicious, brutal fangs, and legs burnt to bloody stumps all the way up to her knees.

She screamed again, but in fury this time. With a wave of her hand, she summoned forth a fanged wind that blasted the sheet of ice into a thousand pieces. But there were more, dozens of the hateful mirrors surrounding her, showing her lies, lies, lies!

She closed her eyes, and focused her will.

“I’m still normal. I’m still human. I’m still me. I’m still normal, I’m still human, I’m still me.”

She pictured what she wanted, and let it loose, feeling it spread through the dreamscape in a pulse of mental power. And when she opened her eyes, all of the reflections showed her true self again, a slight human adolescent, terrified and nearly broken but still her. Yes. She could fix these spiteful reflections the same way she had fixed her own appearance.

Sense of agency renewed, she set off again, this time with purpose. There had to be other human dreamers out there, people who hadn’t been infected yet. She would find them and warn them. And if there was any mercy in this plane, she would be able to eat something.

She paused again. There was blood all over her mouth and chin in the mirror-like ice sheets. Were they lying again? She licked her lips experimentally. No, that was definitely the taste of blood. I must have bitten her tongue in her mad flight from the camp, she thought as she swallowed.

She picked a direction and started moving. Maybe it was the new sense of purpose she felt, but for the first time in what felt like days, her previously unbearable hunger had dulled slightly. Yes, she’d track down another human dreamer, and then she would return to her quest for the Dreamheart. She could not let these terrors stop her.


“Polly did this?” The surprised inflection in Luven’s tone was the equivalent of shocked shouting in another man. William couldn’t recall the last time he’d seen Luven display even this much emotion.

“As near as I can tell, yes. Nobody saw anything else, and it happened as soon as I grabbed her.”

“Bloody Hells, man, she practically severed your forearm through your full plate!” That was Perton. No medical skills to speak of, but always willing to provide moral support. And commentary. Mostly commentary, actually.

“Oh come on, now you’re just exaggerating. Look, Luven’s already stopped the arterial blood-flow.”

Dierdre was next. “Are you actually going to be okay? Before Luven got it covered up, I could see bone in those holes, and I don’t think human flesh is supposed to be that color. Could you have caught an infection?”

William rolled his eyes. “I’m fine. Hurts like the Abyss, but it’s nothing that time, maybe some physical therapy, rest, and food won’t fix. Speaking of which, what do we have left from dinner? I’m starving.”


Spoiler: DM Notes
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The key to Pollyanna as a character is that she is completely oblivious to the fact that she is the villain. She is convinced that she is the victim, not just of being attacked and bitten in the first place, but of being menaced and hunted ever since. If you’ll forgive me using Freudian terms to describe her psyche, she is making extremely heavy use of the denial and projection defense mechanisms. In her mind, she’s not a monster, she’s still normal, still herself! No, it’s everyone else who’s feeling this unnatural hunger, this need to hunt and kill fellow humans (interesting aside: Wendigos appear to only hunt their own (former) race, which becomes significant later).

Our Littlest Nightmare is caught between her obsession with reaching the Dreamheart, driving her ever further into the Dreamheart Tempest, and her horror hunger, ever pulling her back to hunt the dreams of the living for humans to feed upon. This provides an excellent excuse for her to keep crossing the paths of the PCs, whether they’re merely entering the Plane of Dreams occasionally or questing for the Dreamheart like her.

Maddening Whispers, Corner of the Eye, and the Wendigo disease are what make Pollyanna a horror monster, but be wary of overusing them. They’ll do great work the first and maybe second time the PCs encounter her as a Wendigo, but after that the PCs will acquire countermeasures, and you’ll have to use them sparingly, probably more as a tool for inspiring paranoia (the Littlest Nightmare has a lot of stealth abilities, so it can be very hard to tell whether she’s actually around or not) than as an actual threat. After the first encounter, you’ll be banking a lot more on the psychological horror of fighting a friend who is more than anything else a victim of her own mind, but has nonetheless done some truly horrible things.

Note: I'm trying to improve my writing, and welcome any thoughts on or criticisms of this story


Medium Humanoid (augmented fey, cold, human)
CE Wendigo Azurin Warlock 9

The transformation into a Wendigo can occur at any point before level 6. Well, you can do it after that, but it requires some rejiggering. The incarnum feats, taken starting at level 6, represent the shredded souls of Pollyanna’s victims, collecting around her and acting as a buffer against some effects. At this point, that’s just ability damage, but it’s already enough to shelter her from the backlash of Insane Defiance – which is itself an incredibly appropriate feat, a perfect mechanical representation of her inability to accept her transformation, instead projecting her own horror hunger onto those around her. The feat is also a very powerful defense, letting her shunt any mind-affecting effect onto someone else nearby as an immediate action. (You also don’t qualify for the incarnum feats until you get the Wendigo template, boosting your Con).

Speaking of defenses, while the Wendigo template has been horrible for Pollyanna psychologically, at-will incorporeality is beyond helpful. In addition to the obvious defensive benefits (immune to non-magical attacks, 50% chance to resist even those, can’t be grappled or tripped, etc.), the immunity to non-magical damage allows her to safely traverse the Dreamheart Tempest which, as an environmental phenomenon that’s not explicitly magical, is now harmless to her (this is also likely why Dream Vestiges haven’t gone extinct despite being native to the Plane of Dreams but having no elemental resistances). 120ft (perfect) flight and the ability to phase through walls and locked doors are just icing on the cake.

Other sweet things you get in this bracket: ability boosts; lovely. Permanent invisibility courtesy of Walk Unseen; superb for stalking, escaping, and hiding. Hellrime Blast is thematic but not very good; at least it qualifies you for Hellfire Warlock. Regeneration and Fast Healing both; these’ll go a long way towards keeping you alive to be paranoid another day. Regeneration also has an interesting interaction with incorporeality: you’re now more likely to be knocked unconscious than killed, and if you are, you’ll fall 5ft into the ground, and should the PCs try to dig after you, you’ll just continue sinking, staying 5ft below the lowest point they’ve dug above you. As discussed in the DM Notes spoiler, Maddening Whispers – and to a lesser extent Corner of the Eye and the Wendigo disease – are what turn our Littlest Nightmare into a horror monster rather than just a recurring NPC. And, starting level 6, your Lucid Dreaming skill is now high enough that you can make any of the DCs by taking 10. By CR 11 you can confidently use it in combat, even, though remember they can’t directly affect opponents. You can even do the old ‘grapple then drag into the Dreamheart Tempest and abandon them’ trick, though any PCs are likely able to get out of that pretty easily, so it’s probably not worth it (though you can use it to soften up or even kill high-level human NPCs before eating them).


Spoiler: CR 18: Haunt Their Dreams
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“My stomach is turning and churning with greed.
Has some cursed me? I’m yearning to feed.
I need something fresher than bread or dead meat
I want it to squirm in my teeth!”

Spoiler: DM Notes
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Well, I’ve already covered the important parts of our Littlest Nightmare’s personality in the story segments and other DM Notes, and the mechanical details in the main section of each snapshot.

So let’s talk music!

“Hungry For Another One”, the song that opens this entry, was the inspiration for this build. Almost all the lyrics are thus pretty appropriate, and you can use it as background music whenever the PCs are fighting or trying to negotiate with Pollyanna (conveniently, there is a 10 hour version on YouTube so you don’t have to keep manually restarting the song). But you may want alternatives to keep that from getting stale.

DAGames has a song by the name of “Instruments of Cyanide”, based on the game Bendy & the Ink Machine. Considering that I hadn’t heard it yet when I conceptualized Pollyanna, the lyrics are shockingly appropriate.

For “diegetic” (in-universe) music, the song “Lullaby of Woe” from the Witcher 3 OST is a delightfully creepy little lullaby about a monster terrified that the protagonist is going to hunt them down, kill them, and “eat [them] whole”. It is exactly the kind of thing Pollyanna would sing to herself in an attempt to keep calm, and you can probably get some mileage out of it echoing throughout the dreamscape so the PCs know she’s there but don’t know where. I’ve been listening to the version sung by Ashley Serena on YouTube. (It’s also where I got “Polly” ’s name from).

And to round things out with a song that’s not directly or indirectly from a video game (I swear that wasn’t an intentional theme), Muse’s “Thought Contagion” is also decently appropriate.



Medium Humanoid (augmented fey, cold, human)
CE Wendigo Azurin Warlock 9/ Hellfire Warlock 3/ Warlock +4

Pollyanna continues to accumulate the shredded souls of her victims in a cloud around her, and they’ve grown dense enough to actually shelter her from physical attacks – Vitality Belt, providing some lovely bonus HP and a nice boost to Concentration, and Bonus Essentia to fuel it (along with the racial point of essentia for being an Azurin).

This is however, merely padding to keep her alive a little bit longer while retreating. The Littlest Nightmare is at heart a hit-and-run menace; she doesn’t even want to be fighting, but she will if she feels forced to (and her paranoia may give her a push as far as feeling pushed). She’s loaded with stealth abilities, including long-term invisibility, total concealment packaged with a debuff, the ability to blind one foe for a turn, and of course incorporeality and a stupid fast perfect flight speed. She’s also an got AOE grapple with some cold damage on the side and the ability to nauseate an opponent hit with her Eldritch Blast (for a whopping 10 rounds only able to make move actions), both great for knocking pursuers out of the chase, or for slowing them down while she slips past them on her way to a mutual objective.

Hellfire Warlock helps her to punch at her weight class, especially when she doesn’t intend to stick around for a full fight. It also gives her some lovely fire resistance (which stacks with the resistance she later gets from Warlock) and the ability to add hellfire to magic items.

Two odd things out in this bracket. Dark Discorporation is moderately dysfunctional, trapping you in a highly defensive body that can’t take standard actions, including, say, attacking or ending the ability. It’s a great last-ditch defense (swarm immunities are no joke), but it’s mainly here as a prerequisite. Similarly, boosting Int up to 15 qualifies us for Dark Speech in the next bracket.
 
Spoiler: CR 19-20: Apotheosis, or “What once was a little nightmare, is bursting at the seams”
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“This decay has derailed, now she walks leaving trails/
Of the damned!”

Spoiler: Symbiotic Creature
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Let’s get the big one out of the way first. Giving a Dream Vestige the Human Heritage feat is… sketchy. Not as sketchy as you’d think, since this is a Dream Vestige consisting entirely of the souls of the Littlest Nightmare’s victims, which should all be 100% human, but still. Out of all the abuses I’ve put the Symbiotic Creature template through (and they are many), this is the worst from a RAW standpoint.

It is also the only one that, if I were a DM and a player requested it, I would allow.

Let me break that down a bit. Part of it is the level it is occurring at; we’re in the endgame, it’s time to bust out the big guns. Part of it is the scale of the power boost; it’s taking two almost equally powerful creatures and halving their action economy, and then treating their CR as if they were both still separate and working together. But mostly it’s that this is more a lateral change than a power grab, a natural extension of where the character was already going, and more flavorful than anything else. In short, it’s exactly how the template is supposed to be used, subverting RAW but upholding RAI if you will.

There are still a couple of weird things that come out of that, though.

I’ll be honest, I have no idea whether you need to continue to meet the prerequisites for PrCs that the guest had. I don’t think so?, since the combined creature doesn’t have levels in the class, just the Special Attacks and Special Abilities its class features provided, but Hellfire Warlock was always intended as a temporary measure to keep Pollyanna alive and kicking until high-level, not a vital part of her game-plan. Besides, we lose most of its class features anyway along with our Con score (though losing the fire resistance would hurt, I’ll admit).

Next up, Undead Meldshaper is a poorly designed feat. While it lets us continue to shape our soulmelds, it doesn’t qualify us for the [Incarnum] feats we have. Fortunately, Symbiotic Creature actually sidesteps that, giving us Pollyanna’s old feats as bonus feats, so we don’t need to meet the prerequisites anymore. Even if that weren’t the case, the soulmelds would remain shaped unless and until dispelled, but we’d lose Bonus Essentia.



Huge Humanoid (augmented aberration, augmented fey, augmented undead, human)
CE Dream Vestige//Azurin Warlock 13/Hellfire Warlock 3

And. Here. We. Go. The Littlest Nightmare, Pollyanna, has made it all the way to the heart of the plane of dreams, and been granted her heart’s desire. Enough power that she never has to be afraid again… or hungry again, for that matter, since travelling to other planes to feast on the civilians just got as simple as an at-will move action (okay, plus some travel if you want to switch which plane you’re exiting the Plane of Dreams into).

There are two CRs you can use for the Littlest Nightmare’s final showdown with the heroes. CR 19 is intended for low-/medium-power PC parties. It’s tankier, and you can use the tricks discussed in DM Notes, but it is essentially just a respec. of Pollyanna pre-apotheosis, trading damage and speed for the HP and Concentration to slug it out in an appropriately climactic showdown once the PCs pin her down.

CR 20, on the other hand, is intended for more powerful PC parties, with the power and tools to go toe-to-toe and mind-to-mind against high-tier and/or high-op PCs. The big enabler here is the Shadowmaster feat. This is it, the reason why we have a shadow-themed invocation for least, lesser, greater, and dark, even the decidedly sub-optimal Dark Discorporation (lovely defensive trick though it is). Oh yes, this feat is more than just permanent displacement and immunity to Shadowcraft Mages, it is the ultimate in flavor and power for a dream-themed Warlock: the ability to weave the substance of dreams to your will, to draw up whatever you imagine and force it into the world. It is shades the ability to cast any and every conjuration spell from the Sorc/Wizard list… at-will, as a standard action, with only a somatic component. Drown your enemies in any of the fog spells (note that you’re immune to the damage of freezing fog, which is also the best of the bunch); summon anything you desire up to and including 18HD dragons (these will still require payment) and inevitables, or just cut to the chase and utilize greater planar binding; travel the multiverse with greater plane shift or just send a foe along without you; bounce around the battlefield as a swift action with dimension jumper (it’s worth an action every 16 rounds to keep this up just in case); use maze or trap the soul as terrifying save-or-lose… and that’s just the surface. If you’re going this route, bomb on over to the Conjurer’s Handbook, and note that all that talk about casting time, XP costs, and material components doesn’t apply to you. Ability Boost can increase the save DC of these by two 3/day, but the DCs are already set as a 9th level spell based on the stat you’ve been pumping since day 1, so that’s almost overkill.

I will note that it’s a little unclear whether you can actually affect yourself with Shadowmaster. You are immune to all shadow-based effects, which may include the invocation itself, but the example is the far more direct Shadow Dragon breath. I think you’re not immune, as that’s the kind of interaction that would be spelled out directly. If you disagree, this probably costs you quite a lot of mobility (though you can still go to the Plane of Dreams as a move action, and from there to wherever you want) but can sling around fogs and stuff on your own location with no consequences, so it’s a bit of a tradeoff.

The last exclusive to CR 20 is the Chain Blast blast shape for the Eldritch Blast. A Chain Noxious Eldritch Blast is a terrifying thing, especially since you can increase the save DC by two 3/day; don’t forget you have it once you’ve done all the summoning and BFC you want to. Once everyone’s nauseated, switch to Chain Blinding Blast.

You can actually go a bit higher-op than even this, if you want and are willing to accept a little cheese. You can add on another 3 RHD without going up to CR 21, giving you another (Epic) feat. Energy Immunity (fire) is tempting, as is Epic Extra Invocation for another Dark invocation, and if you swap out some of your invocations you can qualify for Master of All Elements – but for my money, your best bet is the humble Ability Focus (Eldritch Blast) or Ability Focus (Shadowmaster) for a lovely permanent +2 to save DCs.

Okay, now that that’s done with, let’s talk about the things that both versions get. Dream Scion is a fascinating little feat, letting you enter a state of waking dreaming several times per day. This makes you explicitly dreaming, even while mentally on a plane other than the Plane of Dreams. Which means you should be able to use Lucid Dreaming outside of the Plane of Dreams. Using that to change an aspect of the dreamscape would be a little sketchy (but totally awesome) because you’re not actually in a dreamscape, but dragging people into the Dreamheart Tempest, travelling to dreamscapes, and adjusting your own appearance are all totally on the table. (In fact, Pollyanna never leaves the Plane of Dreams without using this ability, unable and unwilling to deal with confronting her true appearance). There are three possible feats you can take after this one that can give your saving throws a hefty boost at the cost of ending your dream state; I chose Dream of Perception for a truly massive boost to Will, but it’s incredibly flexible, and I encourage DMs to choose the one best fitting their party.

Next is Dark Speech and Dark Whispers. The former is a utility ability that might not see any use at this point in the campaign, but the second is a devastating AOE debuff. Both are pretty fitting, flavor-wise, given the fluff of both Wendigos and Dream Vestiges feature whispers pretty heavily.

Desecrating Aura is a fantastic boost to HP, and thanks to the specific wording it doesn’t even care that we’re technically not an Undead anymore. We might miss out on the boost to Turn Resistance, though.

Did you know that incorporeal creatures can share a space with non-incorporeal creatures? If you want to, you can really use this to screw with your players. They have no reason to expect that Pollyanna is now a Huge monster; she just looks like the Medium Humanoid she always was, with a bunch of mist around her (and she can hide the mist by controlling her appearance with Lucid Dreaming). But when they try to approach ‘her’, it requires making a touch attack to enter her true, Huge, space, and her touch AC is absurd. She can also probably ‘move’ her human body around within the mist without provoking AoOs. If you want to be really mean, you could rule that being inside her body counts as getting hit with her Int draining touch attack that she uses to feed, but that’s not really supported by RAW. This does cut both ways, though; teleporting such that your space overlaps the PCs’ has a real chance of failure if they’ve pumped their touch AC high enough.

Finally, Self-Spawn. I recommend not using this to create an infinite army of Pollyanna clones, actually. I give it about a 50% chance that, anytime our Littlest Nightmare duplicates, the two clones fight to the death, unable to bear the proof of what they’ve become.

 
Spoiler: Sources
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Book of Vile Darkness – Feats: Dark Speech, Dark Whispers.
Complete Arcane – Classes: Warlock. Feats: Extra Invocation. Invocations: Beshadowed Blast, Chilling Tentacles, Dark Discorporation, Dark One’s Own Luck, Darkness, Enervating Shadow, Entropic Shield, Hellrime Blast, Noxious Blast, Serpent’s Tongue, Walk Unseen.
Elder Evils – Feats: Insane Defiance.
Fiend Folio – Races: Wendigo template.
Fiendish Codex II – Classes: Hellfire Warlock.
Libris Mortis – Races: Dream Vestige.
Magic of Incarnum – Races: Azurin. Feats: Bonus Essentia, Shape Soulmeld, Undead Meldshaper. Soulmelds: Strongheart Vest, Vitality Belt.
Manual of the Planes – Skills: lucid dreaming.
Races of Destiny – Feats: Human Heritage.
Rules Compendium – Rules: incorporeal space-sharing rules.
Savage Species – Races: Symbiotic Creature template.
Secrets of Sarlona – Feats: Dream of Perception, Dream of the Moment, Dream Scion, Dream of Strength.
SRD – Races: Incorporeal subtype. Feats: Track. Skills: concentration, hide, intimidate, knowledge (the planes), spellcraft, UMD. Spells: shades.
Unearthed Arcana – Feats: Skill Knowledge.
Web – Feats: Shadowmaster (Epic Insights).
Music – “Bendy Song (Instruments of Cyanide)” by DAGames, “Hungry for Another One” by JT Music, “Lullaby of Woe” from The Witcher 3 OST as sung by Ashley Serena.