The changelings originally came from a plane now utterly consumed by Dis. They can change their shape to look like any sort of humanoid. They have no mouths and communicate with one another telepathically. The fear of telepathic shapeshifters make changelings some of the most feared creatures across the planes — and yet, their telepathic abilities make them naturally empathetic. While they vary in disposition as much as any other group of people, the most compassionate members of other species would be considered only average among changelings.

Changelings are asexual. They emerge from eggs that begin to grow in their spawning pools. Throughout their lives, they mature and grow. When they reach old age, they return to their spawning pool, wading into it and dissolving their bodies, returning their essence and all they’ve learned to the pool. New changelings then emerge from the commingled essences of all the generations that went before them.

The changelings have no native language. Since they communicate telepathically, they once communicated with one another by pure thought. Without language, they had no names, and without names, they cultivated a sense of reality as a continuous, unfolding event, rather than a collection of discrete objects, or even discrete events. As they came into contact with other species, however, they had to learn words to communicate with them, and once they learned other languages and had the concept of discrete objects and events, they found it exceedingly difficult to unlearn it, losing forever their ability to see the world that had once seemed so obvious. Some changelings consider this progress; others mourn it as a tragic loss.

The loss of their home plane has caused great suffering among the changelings, though, and the experience has made many of them more bitter and cynical. Most of the surviving changelings live in Ditchwater, barely able to scrape by. The loss of their home plane has also meant the loss of their spawning pools — the legacy of their past generations and their hope for the future. Without their spawning pools, the changelings face extinction. They live with the threat hanging over them that they will be the last generation of their kind.

Solitary, Stealthy, Devious, Intelligent
Knife (d8)
12 HP
0 Armor

Changelings can’t change their size — they can’t shrink down to the size of an insect, or grow to the size of a giant — but they can change their appearance at will. They can disguise themselves as any kind of humanoid, or even take on the guise of a specific person they’ve met. They have no mouths, and so cannot speak, but they do have a native telepathic ability which they use to communicate mind-to-mind. Instinct: To get by.

  • Assume another humanoid shape
  • Use another’s identity to advantage
  • Touch another’s mind


Inferno of the Living Jason