While the sire of the Waning Princes remained trapped in blood-honey amber deep in the feywild, from time to time a wisp of this archfey’s dark will slips free. Carried on the wings of direflies the emanation finds purchase in the flesh and marrow of a Waning Cult in the material world. There it grows along with the direfly hive until not only the cult, but an entire town is consumed. The resulting swarm of glowing, murmuring, devouring insects roils across the kingdom. Wherever the crimson lit cloud settles, death and madness follows as like locusts to grain, the direflies devour souls and the swarm grows. To be bitten by even a single direfly is to risk becoming a fresh hive as grubs grow rapidly in your bones.

The emanation calls to the autumnal fey of the Waning Court and the mortal madmen who worship them. The foul host frolics in its wake, laying waste to settlements leagues away from the central mass. Yet, they are not immune to all-consuming chaos. It was after all, the Waning Princes who attempted to assassinate their father and he enrobed himself in a living-death to rob them of his power. This hatred wars with fickle affection within the emanation. It allows waning fey to use it for quick travel, but can’t resist biting the most vainglorius among them. As for the mortal fools dedicated to the waning court’s whims? They are merely fertile, willing ground, for fresh direflies to grow.

King Under Amber Emanation

Gargantuan swarm of Tiny beasts, lawful evil

Armor Class 16 (natural armor)

Hit Points 294 (19d20 + 95)

Speed 5ft

Fly 40 ft. (hover)

Str 22 Dex 18 Con 20 Int 16 Wis 26 Cha 16

Saving Throws Dex +11, Con +12

SkillsArcana +10, History +10, Perception +15, Survival +15

Damage Resistances bludgeoning, piercing, slashing

Damage Immunities lightning, poison, thunder

Condition Immunities charmed, frightened, grappled, paralyzed, petrified, poisoned, prone, restrained

Senses blindsight 30 ft., darkvision 120 ft., passive Perception 25

Languages understands Sylvan but cannot speak

Challenge 24 (62,000 XP)

Autumnal Parthenogenesis (Disease).

Creatures affected by autumnal parthenogenesis cannot regain hit points from Short or Long rests as it has a nest of living direflies growing within its meat and bones. In a creature with autumnal parthenogenesis dies, it spawns a swarm of direflies. If the creature dies while occupying the same squares as the Emanation, no swarm of direflies is spawned. Instead, the Emanation regains hit points equal to that creature's Hit Dice.

Illumination.

The Emanation sheds dim light in a 30-foot radius.

Magic Resistance.

The Emanation has advantage on saving throws against spells and other magical effects.

Overwhelm.

All creatures save the swarm that occupies the same square as the swarm are considered to be Blinded unless they are targeting the swarm. These creatures must succeed on a DC 20 Wisdom (Perception) check to hear anything besides the swarms buzzing and maledictions.

Swarm.

The swarm can occupy another creature's space and vice versa, and the swarm can move through any opening large enough for a Tiny insect. The swarm can't regain hit points or gain temporary hit points save via autumnal parthenogenesis

Actions

Multiattack (swarm is more than half HP).

The Emanation makes one Bites attack and uses its Tempest of Maledictions action.

Bites (swarm has more than half HP).

Melee Weapon Attack: +13 to hit, reach 0 ft., one creature in the swarm's space. Hit: 14 (4d6) piercing damage. The target must make a DC 20 Constitution saving throw, taking 14 (4d6) poison damage on a failed save and be afflicted with autumnal parthenogenesis, or half as much damage on a successful one and not be afflicted with autumnal parthenogenesis.

Bites (swarm has half HP or less).

Melee Weapon Attack: +13 to hit, reach 0 ft., one creature in the swarm's space. Hit: 7 (2d6) piercing damage. The target must make a DC 20 Constitution saving throw, taking 14 (4d6) poison damage on a failed save and be afflicted with autumnal parthenogenesis, or half as much damage on a successful one and not be afflicted with autumnal parthenogenesis. Tempest of Maledictions. All creatures occupying the same spaces as the Emanation or within 30ft of it must succeed on a DC 18 Charisma save or take 18 (5d6) psychic damage.

Legendary Actions

The Emanation can take 3 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. The Emanation regains spent legendary actions at the start of its turn.

Bite (1 point).

The Emanation makes a Bite attack.

Move (1 point).

The Emanation makes a Move that does not provoke opportunity attacks.

The Host (2 points).

Until the start of its next turn, all friendly fey within 500ft of the Emanation may use their bonus action to instantly teleport to any space within the swarm that is not already occupied by another creature.

Thundering Doom (2 points).

All creatures occupying the same spaces as the Emanation or within 30ft of it must succeed on a DC 20 Constitution save or be Deafened until the end of their next turn. If a creature fails this save it is also Stunned until the end of its next turn as well.