b'Memory-Eater \n'b'  Medium   undead ,  chaotic evil\n'b' STATS STR: 10 (+0) DEX:  15 (+2)  CON:  14 (+2)  INT:  8 (-1)  WIS:  12 (+1)  CHA:  13 (+1)  \n'b'\n'b'\n'b'\n'b'\n'b'\n'b'\n'b'  Armor Class  14 (natural armor)  Hit Points  52 (8d8 + 16)  Speed  30 ft.  Skills   Deception  +3,  Insight  +3,  Perception  +3  Damage Immunities  poison  Condition Immunities   exhaustion ,  poisoned   Senses  passive  Perception  13  Languages  any languages it knew in life  Challenge  3 (700 XP) \n'b' Special Traits \n'b'\n'b'  Create Spawn . Creatures slain by a memory-eater arise in 1d6 days as new memory-eaters. Spawn are not under the control of the memory-eater who created them. The spawn do not possess any of the abilities they had in life. \n'b'  Memory Eating . When devouring a victim, the memoryeater consumes some images and memories of the victim. The memory-eater cannot distinguish these memories from any others it had before and assumes the new memories are its own. \n'b'  Quick to Take Offense . If a memory-eater is engaged in conversation immediately prior to combat it has advantage on  initiative  rolls, and creatures with whom it was speaking must succeed at a DC 12  Charisma  saving throw or be surprised. \n'b'\n'b' Actions \n'b'\n'b'  Multiattack . The memory-eater makes 2 claw attacks and one bite attack. \n'b'  Bite .  Melee Weapon Attack : +4 to hit, reach 5 ft., one target.  Hit : 6 (1d8 + 2) piercing damage. \n'b'  Claw .  Melee Weapon Attack : +4 to hit, reach 5 ft., one target.  Hit : 5 (1d6 + 2) slashing damage. \n'b'\n'b' Tactics \n'b' A rejected memory-eater will invariably attack, but first it will prey on the emotions of the living to blunt their reactions by reminding them of their shared past. Once enraged, it will not stop attacking until there is nothing living in sight. \n'b' Description \n'b' From afar this creature seems to be a person who stumbles with exhaustion or drunkenness, or perhaps frantically searching for something. As it nears, though, its sunken and rotting visage, chunks of missing flesh, and the stink of the grave reveal it to be no mortal creature. \n'b'  I\xe2\x80\x99ve Been Better. How About You?  This type of ghoul retains some of its former intelligence, as well as fragments of memories, to the point of not recognizing \xe2\x80\x93 or not being willing to accept \xe2\x80\x93 its undead state.\xc2\xa0Cursed to wander the land, wracked by the anguish of the dead and a yearning for its lost life, a memory-eater often seeks out clothing, possessions, and especially companions to which it retains some lingering connection, and will try to resume the life cut short. When rebuffed, and forced to acknowledge the truth, a memory-eater will fly into a berserk killing rage with a hatred proportional to its former affection. Its victims then arise as new memory-eaters, and the cycle begins anew. \n'b'  Horror Begets Horror . To further complicate the memory-eater\xe2\x80\x99s sad existence, when the memory-eater feeds on those it kills it also acquires some of the victim\xe2\x80\x99s memories. It cannot distinguish between its own memories and these new ones, leading to yet more tragedy.'