Omophagea Rat (3.5e Monster)

''A pile of rats were busy feeding on the corpses of the fallen. Such is the grim cycle of nature. Yet from within the plague of rats you swore you heard the dead man address you in his voice, speaking about subjects only he knows.''

A result of normal rats being exposed to strange alchemical mutagens and runoff, omophagea rat have a troubling ability to consume nerve cells and incorporate them into their body to make them smarter and more cunning. They are not unlike cranium rats, but rather than growing smarter the more of them they are, they grow smarter based on what they eat. Once an omophagea rat has tasted sapient flesh and become self-aware, they develop a craving for more sapient flesh so that they may retain or improve their own intelligence. Knowing that they are stuck in the weak frail bodies of rats, these creatures rarely attack directly but instead set up devilish traps and tricks with their newfound abilities to wound and kill wandering sapient creatures and then eating them. One fully grown medium humanoid could satisfied a hundred rats.

The transformation of the omophagea rat's intellect is temporary, but in rare cases the intelligence "sticks", forming an omophagea rat lord. These rats quickly become self-proclaimed leaders of their kind, and a nest of rats with an omophagea rat lord at its head is certain to be scheming something.

Basic omophagea rats do not speak, but once they gain an Int score of at least 3 they are able to speak Common and they gain an alignment (Any). They are indistinguishable from normal rats, save for being prone to patchy fur and small harmless mutations.

Combat
An omophagea rat should never be in direct combat. They fight through traps and other creatures, then finish the job only when the creature has been rendered helpless.

Brain Drain :  An omophagea rat lord can start eating the nerves of their opponents even before they are dead. On a successful bite attack, the creature must make a Fortitude save (DC 11) or take 1 Int damage, save negates the ability damage. If the creature later has their brain devoured (see Devour Brain) the omophagea rats gain the benefit of their normal undamaged Intelligence score. The saving throw is Constitution based.

Devour Brain : An omophagea rat can devour of brain of a helpless (a coup de grace) or recently dead sapient creature (within 24 hours of death). Eating brain matter takes 1 round. Upon successfully eating a sapient creature's brain they gain an Int score equal to the sapient creature they ate, learn its languages (and gain their voice via Mimic Voice), and may use any skills the eaten creature had ranks in untrained (they do not gain ranks). They also receive the memories of the creature's last 24 hours, and a dim memory of its history before that. The Int increase is a alchemical bonus, and it vanishes at a rate of 1 Int a day until it reaches the base intelligence of the omophagea rat (2 for most, 8 for omophagea rat lords).

Dexterous Forepaws : An omophagea rat lord has had its intelligence for so long it has come accustomed to using its forepaws at hands. It can wield items and weapons in its forepaws, though it cannot run while moving around as a biped. Omophagea rat lords are proficient in all simple weapons.

Mimic Voice : An omophagea rat can perfectly mimic the voice of any sapient creature they have devoured their brains, including their languages known in life, for as long as their Int score remains above 3 or until they eat a new sapient creature's brains.

Skilled : An omophagea rat lord gains 4 extra skill points at 1st level and 1 extra skill point at each additional level.

Speak with Rodents :  An omophagea rat lord is constantly under speak with animals (rodents only).

Skills: Omophagea rats have a +4 racial bonus on Hide and Move Silently checks, and a +8 racial bonus on Balance, Climb, and Swim checks. An omophagea rat can always choose to take 10 on Climb checks, even if rushed or threatened. An omophagea rat uses its Dexterity modifier instead of its Strength modifier for Climb and Swim checks. An omophagea rat has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line.

Omophagea Rat Lords as Characters
Omophagea rat lord characters possess the following racial traits.
 * -4 Strength, +2 Dexterity, +2 Constitution, –2 Intelligence (minimum 3), +2 Wisdom.
 * Small size. +1 bonus to Armor Class, +1 bonus on attack rolls, +4 bonus on Hide checks, -4 penalty on grapple checks, lifting and carrying limits 3/4th those of Medium characters.
 * Space/Reach: 5 feet/5 feet.
 * An omophagea rat lord’s base land speed is 20 feet, a climb speed of 20 feet, and a swim speed of 20 feet.
 * Low-light vision.
 * +2 natural armor bonus.
 * Natural Weapons: Bite (1d4) plus brain drain.
 * Special Attacks (see above): Brain drain, devour brain, mimic voice.
 * Special Qualities: Dexterous forepaws, immunity to poison, scent, speak with rodents.
 * Weapon Finesse as a bonus racial feat.
 * 4 extra skill points at 1st level and 1 extra skill point at each additional level.
 * +4 racial bonus on Hide and Move Silently checks, and a +8 racial bonus on Balance, Climb, and Swim checks. An omophagea rat can always choose to take 10 on Climb checks, even if rushed or threatened. An omophagea rat uses its Dexterity modifier instead of its Strength modifier for Climb and Swim checks. An omophagea rat has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line.
 * Automatic Languages: Common. Bonus Languages: Any.
 * Favored Class: Rogue.
 * Level adjustment +0.