Octopeople are unusual humanoid beings with what appears to be a large blue octopus replacing their head and shoulders. They have the ability to disguise themselves by donning the skin of a human or other humanoid, perfectly mimicking the appearance of their victim. This illusion can only be penetrated by means of the true seeing spell, or detected, though not seen through, by the detect illusion spell. Detect magic does not reveal this disguise, though other methods may be permitted at the GM’s discretion.

While wearing a skin disguise, an octoperson has a perfect resemblance to their victim. Additionally, by consuming the victim’s brain, they can assimilate 60-90% (determined by rolling 1d4x10+50) of the victim’s memories and knowledge. The GM uses this percentage to gauge how well the octoperson’s acquired knowledge allows them to impersonate its victim. The victim’s skin is preserved by the octoperson’s natural secretions, and remains viable as long as it is worn for at least ten hours within any three-day period. Failure to do so results in the skin becoming stiff and unusable. If an octoperson consumes a second brain, they lose the knowledge from the first brain entirely.

In their natural form, an octoperson can attack with one of its tentacles. When struck with a tentacle, unless the target successfully saves vs. paralysis, they are paralyzed for 2d8 turns. This is usually done to capture victims for replacement or reproductive purposes.

Octopeople operate by infiltrating positions of power by replacing influential individuals such as nobles or royalty, sometimes maintaining control over regions for generations. Although their purplish-blue blood can betray their true nature, in areas under their long-term rule, this characteristic has led to a belief among common folk that human nobles possess blue blood.

Reproduction for octopeople involves laying eggs in living humanoid hosts. Usually those hosts have been paralyzed before being implanted with the egg, after which they are imprisoned for the three months it takes the egg to hatch. When the hatchling emerges, it takes its incubators skin as its first disguise. Over time, octopeople can replace an entire settlement’s population, only revealing their true forms once complete control is established. However, they maintain their disguises to interact with outsiders and ensure a continued supply of humanoid hosts.

The origin of the octopeople is shrouded in mystery. Some scholars speculate they are the result of a botched polymorph spell, while others believe they have always existed, only recently coming into public awareness.