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Though well-familiar to many Primes experienced in delving the various dungeons that seem to litter the Material Plane, the cloaker is a rare beast on the planes, usually found only within the various lairs they keep on the Plane of Shadow. As such, many unfortunate planewalkers have been caught off guard by these mad abolethic creations.


Cloakers date back many millennia, one of the various species created by the aboleth as a servitor species. Developed via generations of controlled breeding of some likely since-extinct species of ray, these creatures were intended and designed to infiltrate and observe using their various aboleth-bred abilities before reporting back to their masters. So they proceeded until the passing of aboleth domination, yet these creatures still lurked in various corners of the Prime, newly independent and lost for it. With minds still devoted to learning and reporting, yet with none to report to, they invariably snapped under the new strain, leaving a species of insane spies and living recorders strewn about the tunnels of any number of worlds. Most fell into a deep paranoia, even distrustful of their own kind for stealing the knowledge they'd gained; a paranoia that only increased as humanoids took their own positions of dominance and begun moving through the Underdarks. As with most of the aberrations of the underground, few encounters with cloakers went well for them, most humanoids finding a near-instinctual fear of the strange beasts possibly as a remnant of days long since past.

While most fell to paranoia, a few demonstrated an egomania or megalomania that took them into a position of dominance that filled the role for others of their kind that the aboleth once held, and pulling together by force of command small communities of cloakers here and there. Over the years, their time in the shadows coupled with their natural abilities at manipulating them brought them a greater understanding of their ways, granting these highest of the species the knowledge to transcend the Material and take positions upon the Plane of Shadow, bringing some of their lessers with them. Here these cloakers gained even more skill and grew closer and closer to shadowstuff, passing it down onto their descendants and forming the first shadowcloak elders. Some even became so suffused with the energies of the Plane that they transcended material nature entirely, forming a parasitic branch species known as the shadow cloaker that gained the ability to feed upon a host's own material essence, slowly transforming those hosts themselves into shadows.


There are three common varieties of the cloaker, striated by mental state and status. The lowest is the basic cloaker, a being marked by its innate paranoia or schizophrenia. These are the least of the species, and those most commonly encountered within the Material realm, having none of the innate connections to Shadow of the higher castes beyond that natural to their species. Cloakers trust none, not even their own kinds; at times, not even themselves. Utterly lost since the withdrawal of the aboleth, they seek only to collect knowledge, with an utter certainty that every other being seeks to either take this knowledge from them or kill them so as to keep their secrets secret. These cloakers cannot be negotiated with, and can hardly even be conversed with, as every single statement made is interpreted through the lens of their broken mental state.

Next is the cloaker lord, originally descendant of those that, rather than snapping to fear, instead snapped to certainty. These cloakers are utterly convinced of the position of the cloaker species as supreme form of existence, as they have survived where the aboleth has not, and they know the secrets that few have ever dreamt of. It is only by the efforts of these cloakers that anything resembling a cloaker society can even hold together, as this caste knows the means by which the aboleth once commanded their kind and have used the same traditions and genetic commands to overcome the paranoia that strikes the lesser varieties. These were the first cloakers to truly explore the potential of Shadow, and it is the cloaker lords that first brought their kind to that Plane, seeking even greater knowledge to hold. While a cloaker lord can be spoken with, it has an almost illithid-like certainty of its own superiority, and can never be conversed with as a peer. Still, they are not as wise or as bright as they believe themselves, and a clever speaker can gain much knowledge from a cloaker lord. Oftentimes, knowledge that had never been recorded by any other being.

The third highest caste wasn't spawned until after the first migrations to the Plane of Shadow. These cloakers, known as shadowcloak elders, are the largest, the sanest, and the most powerful variety of cloaker. Over the many millennia spent in the Plane of Shadow, the insanity that embedded itself into their genetic memory has been healed after much strife, and they have a much firmer sense of themselves. They still loathe all other forms of sentience, but it is out of neither fear nor an unwarranted sense of superiority but rather simple bigotry. These cloakers rule even over the cloaker lords upon the Plane of Shadow, though it's rare the cloaker lord intelligent enough to realize the manipulations the shadowcloak elders subject them to. These cloakers are responsible for the construction of the rare cities of their kind that dot the plane, and it's rare that any will deign to leave the Plane of Shadow, finding it perfectly withdrawn from the rest of the multiverse and happy to build their knowledge the way the aboleth of old once did; dispatching cloakers to return with what they have learned.

As with many abolethic creations, the cloaker was imbued with a genetic semantic memory such that all their knowledge collected could be preserved for future aboleth in a given lineage; a sort of natural library to go along with their observational and infiltration skills. This has unfortunately contributed to the persistent insanities that struck them in ages past, as any mental trauma impacted by one is carried through in some regard to every single descendant, often without the emotional context that might allow them recovery. It also means that any attempts at telepathic contact or mental analysis must untangle literally thousands upon thousands of years of mental cruft, as well as the command structures that were built into their thoughts by those distant creators, troubling any attempts at either telepathic contact or psychic surgery.


Cloakers are carnivorous creatures, feeding on whatever animals they can manage to hunt; most often smaller beings such as rats or lizards, but they have no qualms at striking against larger or intelligent prey, nor even at one another if encountered unexpectedly. They're more ordered in their ways under the guidance of a cloaker lord or shadowcloak elder; hunting in packs or even keeping breeding pens, and with any cannibalistic behavior strictly discouraged so as to not thin their numbers. They're able to digest near any kind of flesh, producing pellets of indigestibles much in the manner of an owl.

Aiding in their hunting skills, as well as their original purpose as designed by the aboleth, are the varied abilities they have as a result of their breeding. One of their most potent weapons is a sonic/subsonic moan, most likely a variation on the echolocation abilities their originating species had before aboleth intervention. This tone is capable of a number of effects depending on how the cloaker "tunes" it; unnerving a foe, inspiring a near-reflexive fear response, causing nausea-inducing vertigo, or even paralyzing a foe from the force of the noise. Alongside this is an innate capability at manipulating shadow, known amongst the cloakers as "shifting the shadows". This ability allows them to pull darkness about themselves both as a natural defense and as camouflage, and it's believed that it was an expansion of this natural talent that allowed the first cloaker lords to transcend the Material and move to the Shadow. Once their prey is struck dumb, a cloaker prefers to engulf them, beginning feeding even before killing them. It wraps itself around them much as a constrictor, snapping bones and preventing breathing; while the prey may be alive when feeding begins, it doesn't last long.

Cloakers can live almost 100 years, though due to violence and natural proclivities tend not to live much past 40. They reproduce asexually, forming buds along their tails that eventually break free once sufficiently developed. Any given cloaker will reproduce once every 10 years or so, forming between one and three offspring each cycle; a natural instinct causes the offspring to quickly flee or be consumed, though this instinct is metered in cloaker communities by the oversight of a cloaker lord when budding is near. A cloaker offspring grows rapidly depending on its ability to find food, reaching its full size within five years; thanks to its genetic memory, the offspring of a cloaker holds all the knowledge of its parent, though there is a learning period required for a cloaker to properly integrate this knowledge into its own mind as it adjusts to the fact of its existence as an independent being. If trained from an early enough age, a cloaker can become a cloaker lord or either caste can become a shadowcloak elder, but it's far more common for new instances of either caste to be formed directly; each caste breeds true if no specific training is attempted, the specific thought structures that lead to the differences between the castes establishing themselves identically by the time they mature.


Cloakers still well-resemble the rays from which they descend; broad creatures that resemble thick sheets of leather with long, spined tails coming from their spines. Unlike rays, they possess two sets of three claws along their front edges, opposable enough to grant them at least some ability to manipulate their environment alongside their tails and mouths. They are also dissimilar from rays in that their mouths are lined with fangs, the better to devour their prey. Their eyes are always deep red, faceted and resembling gemstones from a distance. They have a "wingspan" of near to eight feet when fully extended, usually weighing at close to 100 pounds. Cloakers move through the air naturally rather than through any sort of magical propulsion, flapping and gliding from place to place in a manner that at times appears almost graceful, but at others almost unbearably awkward. When need be, a cloaker can fold its tail beneath itself and remain perfectly still for hours on end, indeed resembling a heavy leather cloak; thus the name that they have since taken onto themselves. The outer surface of a cloaker is a mottled pattern of black, brown, and grey unique to each individual, while their underside is a pure white with thin cartilaginous bumps along their midline marking their spine. But for the varied patterns across their surface, however, cloakers look utterly identical to one another, each a perfect clone of its parent going back thousands of years.

Cloaker lords are almost indistinguishable from traditional cloakers, though they do tend to be larger by virtue of being better fed, often reaching a wingspan of closer to 9 or even 10 feet and weighing up to 150. Shadowcloak elders are even larger still, stretching as wide as 12 feet and weighing upwards of 400 pounds; their back patterns are without a single speck of color, marked only in blacks and greys, and their edges seem almost to flicker as a flame due to the pure shadow that has been imbued into their form by their studies and talents.


  • Dungeon Denizens Revisited, pp.10-15
  • Lords of Madness, pp.142-143
  • Menzoberranzan - The City, pg.89
  • Monsters of Faerûn, pp.28-29
  • Monster Manual (Third Edition), pg.36
  • Monstrous Manual, pg.44
  • Ravenloft Monstrous Compendium Appendix III, pg.24