Penumbra, Lord of Nightmares – A Fey Villain for D&D 5th Edition

“Something horrid lurks and hides, the Chained Islands are where he resides!  He waits for you to fall asleep, for then it’s time for him to reap!  He’ll find your dreams thanks to his schemes, he’ll squeeze your mind till it’s a rind, he’s stuck in your head until you’re dead!  Oh Penumbra, he’s quite the sight!  Yer lucky if ye die o’ fright!” – A bardic tune about Penumbra

Many fear the evil of “The Dream Thieves“, but never question where they are from.  The Faerie Folk of Arcadia hold several mysteries and several realms cloaked in darkness.  The realms of dreams and nightmares is no exception.  Long ago, the Lady of Dreams fell silent to her deranged brother.  This being is not seen by anyone, save for those about to die in their sleep.  This stalker in our one place of solitude has given him notoriety.  Even without his dream thieves, he’s quite the capable slayer.  However, he prefers not to get directly involved, save for the most worthy of opponents.  Unlike many lords and ladies of the court, he has an almost feral hunting instinct, paired with a keen intellect rivaled by some of the greatest scholars of the realm.

Unlike his minions, he enjoys torture to what he defines as hilarious extremes.  For him, a subject must suffer in glorious ways, as he finds new manners to break his prey into submission and death.  The true hunt is the process of psychological destruction.  He often stews and broods within the dream realm that he has corrupted over time.  He is a petty and bleak creature, who shall never know any joy, merely taking it from others instead.  At one time, he might have been similar to his vanished sister, but hatred and despair have polluted his mind and made him into what he is now.  Hiding between layers of reality, his true form is equally masked away in obscurity.  It’s unknown if this lurking master of darkness even remembers his true form, only seeking another fearful mind to take a new form.

Author’s Note: I wanted to make a NPC super villain for your disposal, taking from my own setting as well as a variety of inspirations.  I’ve seen plenty of incredible epic level demons (a la Rage of Demons), Dragons (a la Tiamat) and the like.  In fact, we’re probably due for epic threat Giants when the newest adventure arrives!  That said, I haven’t really seen epic Fey threats.  So, I figured it was only right to craft what I imagined one would look like.  With that, here’s an evil and powerful creature of the fae as well as another contribution to the June 2016 RPG Blog Carnival theme.  Also, this is something I plan on using in a game at some point.  So, to any players in my games…  stop reading here!

Penumbra, The Lord of Nightmare

Large Fey (Unseelie), Neutral Evil

Armor Class. 20 (natural armor)

Hit Points. 454 (48d10+190)

Speed 50 ft., 50 ft. flight, teleport 25 ft.

STR. 20 (+5), DEX 24 (+7), CON 20 (+5), INT 22 (+6), WIS 20 (+5), CHR 18 (+4)

Skills. Arcana +14, Perception +21, Religion +14, Survival +13

Saving Throws.  Constitution +13, Intelligence +14, Wisdom +13

Damage Resistances.  Acid, Cold, Necrotic

Damage Immunities.  Psychic, Poison; Bludgeoning, Piercing and Slashing that is not made of Cold Iron or Silver.

Condition Immunities.  Charmed, Exhaustion, Frightened, Paralysis, Poisoned, Sleep

Senses. Darkvision 120 ft., Passive Perception 31

Languages. Common, Sylvan, Draconic

Challenge. 26 (90,000 XP)

Dark Sight.  Penumbra can see in magical darkness.

Drain Sleeper.  Like his minions, he can drain life force from sleeping victims.  When encountering an unconscious/stabilized or sleeping creature, he may lay his hands upon them as an action.  That creature must roll a Constitution saving throw (DC 23).  Failure results in one level of exhaustion.  The target cannot be affected by this again for 1 hour.

Innate Spellcasting.  Penumbra’s spellcasting ability is Intelligence (spell save DC 22).  Penumbra can innately cast the following spells, requiring no material components:

At-Will: Charm Person, Disguise Self, Dream, Invisibility (self only), See Invisibility, Sleep

3/Day Each: Dimension Door, Dominate Person, Greater Invisibility (self only), Mislead, Modify Memory, Scrying

1/Day Each: Dominate Monster, Feeblemind, Mirage Arcane, Teleport

Legendary Resistance (3/Day).  If Penumbra fails a saving throw, he can choose to succeed instead.

Magic Resistance.  Penumbra has advantage on all saves from magical effects and spells.

Magic Weapons.  Penumbra’s weapons count as magical.

Teleportation.  Penumbra can attempt to teleport anywhere in range at-will.  However, he prefers not to teleport to any space he cannot visualize.  Ending a movement within a solid space causes him to take 11 (2d10) force damage and jump back to his prior point.


Multiattack.  Penumbra can attack up to 2 times per round.

Dread Staff.  Melee Weapon Attack: +13 to hit, reach 10 ft., one target.  Hit: 18 (3d8+5) bludgeoning damage plus 10 (3d6) necrotic damage.

Talons.  Melee Weapon Attack: +13 to hit, reach 10 ft., one target.  Hit: 19 (4d6+5) slashing or piercing damage.  The target must make a Constitution saving throw (DC 23) or suffer an additional 7 (2d6) psychic and 5 (1d10) poison.  Successful save means taking half of that damage instead.


Fading Blink.  Upon being hit by an attack, Penumbra can use its reaction to teleport 30 ft.

Siphon Life.  When Penumbra activates his Drain Sleeper ability, he regains 22 (4d10) hit points.

LEGENDARY ACTIONS. Penumbra may take three 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. Penumbra regains spent legendary actions at the start of his turn.

Extra Attack.  You may expend a legendary action to make an extra attack roll.

Sleep Smog.  (Costs 2 Actions, Recharge 6).  He conjures a cloud of sleep inducing smog.  Ranged Magic Attack: Constitution Saving Throw (DC 22), range 30 ft. centered around Penumbra.  Failure: Targets fall unconscious, as if affected by the Sleep spell.

Vanish.  (Costs 2 Actions)  Penumbra goes invisible as per the Invisibility spell.  This lasts until he attacks or uses a spell.


Penumbra’s Lair of Nightmare.

Once a dimension of dreaming incarnate, now it is the ultimate realm of nightmares.  It is here where Penumbra plots to strike next and it is here where all means of unspeakable horror occur.  This domain elevates him to near deific status, as it’s a demiplane at the mercy of his cruel sculpting hands.  This demiplane is his to mess with, resulting in all sorts of horrifying effects on those who trespass.

When encountered in his lair, Penumbra gains one additional Legendary Action (for a total of 4.)  His total Challenge also increases to 28 (120,000 XP).

Lair Actions.

On initiative count 20 (losing initiative ties), Penumbra can take a lair action to cause one of the following magical effects; he can’t use the same effect two rounds in a row:

  • Penumbra can create maddening visions capable of breaking minds.  One target within line of sight must make a Wisdom saving throw or Sanity saving throw, if that stat is in play (DC 24.)  Failure results in the character being paralyzed until they succeed in addition to accruing an Indefinite Madness (Dungeon Master’s Guide, P. 259.)  The paralysis ends if Penumbra leaves his realm.
  • Penumbra can utilize dream-stuff to drain life from those around him.  Everyone within 60 ft. must make a Constitution saving throw (DC 24.)  Failure results in victims taking 17 (5d6) psychic damage.  Success results in taking 1/2 damage.  Penumbra heals 1/2 of the total damage dealt to all collective victims.
  • Penumbra can attempt to regain some of his magic.  Roll a d4.  If the result is 2 or 3, you may regain use of a 3/Day Spell from his innate magic list if any have been expended.  If the result is 4, you regain use of an expended 1/Day Spell.  If the result is 1, this does nothing.

Please, check out the other great entries for this month’s RPG Blog Carnival!

IMAGE CREDIT: Vampire Lord – hungerartist, RPG Blog Carnival – Roleplaying Tips

Made by Doctor Necrotic, for Doctor Necrotic Media.



3 thoughts on “Penumbra, Lord of Nightmares – A Fey Villain for D&D 5th Edition

  1. Pingback: Here’s the Chant: – Ordinary Time

  2. Pingback: Antumbra, the Lady of Dreams – A Lost Fey Patron/Ally for D&D 5th Edition | Daemons & Deathrays

  3. Pingback: Onto New Horizons – Pitfalls and Pixies

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