Credits WARMACHINE created and designed by
Matthew D. Wilson
Matt DiPietro Geordie Hicks
Lead Designer, WARMACHINE
Studio Administration Assistant
Hobby Manager & Terrain
Hobby & Terrain Specialist
Jason Soles David Carl
Bryan Cutler Ed Bourelle
Stuart Spengler Michael Archer Matt Ferbrache
Licensing & Contract Manager
Douglas Seacat Matt DiPietro Matt Goetz William Shick
Additional Writing Aeryn Rudel Jason Soles
Douglas Seacat Jason Soles
Editorial Manager Darla Kennerud
Dan Henderson Darla Kennerud
Graphic Design Director Josh Manderville
Graphic Design & Layout Richard Anderson Bryan Cutler Shona Fahland Matt Ferbrache Laine Garrett Josh Manderville
Cover Illustration Andrea Uderzo
Nick Kay Raphael Lübke Néstor Ossandón Andrea Uderzo
Chief Creative Officer Matthew D. Wilson
Director of Business & Branding Development William Shick
Executive Assistant Michelle Horton
Marketing Manager Lyle Lowery
Web/IT Professional Micah Scott Ralston
Retail Support & Development Charles Agel
Convention Coordinator Michael Plummer
Marketing Coordinator Simon Berman
Organized Play & Volunteer Coordinator William Hungerford
Quartermaster Assistant Dianne Ferrer
Customer Service Adam Johnson
Lead Concept Artist
Justin Cottom Gabriel Waluconis
Writing & Continuity Manager
Staff Sculptors Brian Dugas Doug Hamilton Michael Jenkins Ben Misenar
Video Producer Tony Konichek
Publications Manager Aeryn Rudel
No Quarter EIC
No Quarter Assistant
Nate Scott James A. Thomas
Charles Foster III
Michael G. Ryan Michael Sanbeg
Director of Operations
Roleplaying Game Producer
Mold Manager Kelly Yeager
Packing/Shipping Manager Joe Lee
Vendor Coordinator Geoffrey Konkel
Metal Casting Supervisor Marcus Rodriguez
Lead Quality Control Cody Ellis
Jon Adams Mark Arreola Oren Ashkenazi Ryan Baldonado Nelson Baltzo Felisha Bolzenthal Thomas Cawby Johan Cea Henry Chac Chris Crespo Bryan Dasalla Alfonso Falco Joel Falkenhagen Juanita Garcia-Lovato Maddie Gill Trevor Hancock Mike Harshbarger Armond Haydel Bryan Klemm Nick Lara Mark Lawson Chris Lester David Lima Clayton Links Keith Loree Christopher Matthews Bryan McClaflin Mike McIntosh Chris McLeroy Antonio Mora Reece Nash Phuong Nguyen Bo Olthoff Scott Paschall Soroth Pehn Antwan Porter Sam Rattanavong Erik Reiersen John Roth Rob Seamount Jesse Sterland Tu Thanh Chris Tiemeyer Ben Tracy Dara Vann Matt Warren Michele Wheeler
Game Developer William Schoonover
Playtest Coordinator Jack Coleman
Peter Gaublomme John Morin Gilles Reynaud D. Anthony Robinson Donald Sullivan
Internal Playtesters Ed Bourelle David Carl Leo Carson Johan Cea Jack Coleman Cody Ellis Bill French William Hungerford Tony Konichek Chris Lester Lyle Lowery Bryan Maclaflin Chris McLeroy Michael Plummer Erik Reierson William Schoonover William Shick Jason Soles Jacob Stanley Jesse Sterland Gabriel Waluconis Matt Warren
External Playtesters Ray Bailey Alice Bettoli Cody Brown Corey Brown Peter Gaublomme Tommy Geuns Andrew Hartland Kristin Hartland Thomas Hoffman Federico Ingrosso Stu Liming Klass Luyckx Wout Maerschalck James Moreland Shane Philippi Dirk Pintjens Andrew Ready Owen Rehrauer Josh Saulter Tim Simpson
Proofreading David Carl Dan Henderson Geoffrey Konkel William Shick
A Mind is a terrible thing to lose Faction Background
The society of these purely cerebral beings depends on a steady influx of living prisoners for use as experimental test subjects and to become heavily modified laborers and warrior slaves within their vast underground hives. The need for fresh flesh leads these alien beings to emerge for raids against the people of the Iron Kingdoms. Innocent victims are hauled away and soon find themselves strapped to cold metal operating tables before receiving the cruel surgical ministrations of their new masters.
Cephalyx leaders are all about control and manipulation. Whether it’s a Mind Bender channeling spells through its drudges, an Agitator empowering all nearby drudges and monstrosities to hit harder, or Exulon Thexus telekinetically moving nearly every model on the table at once to clear charge lanes, disrupt unit coherency, or redefine the control of scenario objectives, Cephalyx excel at influence and exploitation.
Lurking deep below the earth, the dreaded and inscrutable beings called cephalyx tirelessly perform diabolical experiments on their captives within blood-soaked laboratories. Masters of powerful psychic energies and advanced surgery, the cephalyx shape both the minds and bodies of lesser creatures to suit their sinister agenda.
Once a subject’s will has been cut away and the body altered and augmented through cephalomek—the cephalyx’s hybrid of surgery and engineering—a victim becomes a wholly enslaved drudge. Some are selected for more extensive procedures and are transformed into hulking monstrosities. These enslaved creatures are sent forth by their masters to help capture their fellow countrymen, who will endure the same horrifying fate.
Cephalyx armies have two distinct elements: the Cephalyx themselves and their mind slaves (the drudges and monstrosities). With high STR and ARM values, the mind slaves function as the muscle for the army, while the Cephalyx function as the army’s brain. They act as nodes of influence and power that radiate outward to their hapless slaves. The army’s duality extends to its operation on the table as well.
The drudges and monstrosities, on the other hand, are the faction’s tools. Whereas the Cephalyx deal in subtlety and dominance, the mind slaves embody raw force and brutality. They wield their strength in utter deference to their masters, often suffering damage in their place to keep the Cephalyx war machine intact. Enslave lesser creatures to your indomitable will and lay waste to those who would hinder your plans!
Table of Contents A Battle of Wills . . . . . . . . . . . . . . . 4
Model Entries. . . . . . . . . . . . . . . . . . . . .36
Will to Dominate. . . . . . . . . . . . . . . . 17
Painting Guide. . . . . . . . . . . . . . . . . . . 46
Cephalyx Rules & Theme Force. . . . . . . . . . . . . . . . . . 34
Model Gallery. . . . . . . . . . . . . . . . . 50
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This book is printed under the copyright laws of the United States of America and retains all of the protections thereof. All Rights Reserved. All trademarks herein including Privateer Press®, Iron Kingdoms®, Full Metal Fantasy, Immoren, WARMACHINE®, Forces of WARMACHINE, Steam-Powered Miniatures Combat, Convergence of Cyriss®, Convergence, Cygnar, Cryx, Khador, Protectorate of Menoth, Protectorate, Retribution of Scyrah, Retribution, warjack®, warcaster, HORDES®, Forces of HORDES, Monstrous Miniatures Combat, Circle Orboros, Circle, Legion of Everblight, Legion, Skorne, Trollbloods, Trollblood, warbeast, Formula P3, Formula P3 Hobby Series, and all associated logos are property of Privateer Press, Inc. This book is a work of fiction. Any resemblance to actual people, places, or events is purely coincidental. No part of this publication may be stored in any retrieval system or transmitted in any form without written permission from Privateer Press. Duplicating any portion of the materials herein, unless specifically addressed within the work or by written permission from Privateer Press, is strictly prohibited. In the event that permissions are granted, such duplications shall be intended solely for personal, noncommercial use and must maintain all copyrights, trademarks, or other notices contained therein or preserve all marks associated therewith. The process for converting living, breathing people into mindless drudge servants is agonizing, insufferable, and definitely morally abhorrent. Unless it is affecting copyright violators, in which case it is perfect. First digital edition: August 2014.
Forces of WARMACHINE: Cephalyx. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PIP 1057e
A Battle of Wills
The Foundry of Astroseismology, Below Occupied Llael, 608 AR The powerful pulsing heart fueling the Foundry of Astroseismology was buried deep within the soil and rock of Caen, deeper even than the halls and workshops to which it fed its energies. It occupied a massive expanded cylindrical crevice that soared hundreds of feet above the foundry and plunged thousands of feet below it, into the very mantle of Caen. The monolithic tower formed a perfect concentric circle within the wider chamber around it. Pale blue light shone from various nodes and conduits upon the structure’s metallic surface, illuminating the darkness and pulsing to the rhythmic thrum of machinery. Exulon Thexus floated alone above a steel platform ringing the titanic machine the Cyrissists called a nexus generator. The multiple lenses on the helm encasing his bulbous augmented brain glowed with their own light as he studied the machine heart of the Cyrissist facility. Once, this place had frustrated Thexus, the enigma of its creation and the means by which it functioned impenetrable even to his prodigious intellect. The mechanisms of the Convergence had always confounded the cephalyx, as though fundamentally incompatible with their understanding of science. On numerous occasions cephalyx had driven the Convergence from their machine lairs, seizing their power generators to use for themselves. They did not know how such machines operated, but they had learned how to exploit the flows of energy they produced. Yet every time, the machines eventually failed and could not be restored. Thexus hoped to break this cycle, to re-create Convergence power sources and make them his own. Others of his kind shunned such knowledge as tainted by Cyrissist methodologies, but Thexus saw this as ignorance. He intended to give his hive access to nearly inexhaustible energy, which would afford them the leverage and strength they needed to attain unrivaled supremacy. If Thexus achieved this, his dominance over the other exulons would be assured. Thexus let his attention return to the battle that raged above in the foundry complex. Such was his ability that he could clearly discern the emotionally broadcast surface thoughts of the enemy. Fear, pain, anger, loss, bravery, sacrifice, death—each was a note amid a cacophonous maelstrom, one he found stimulating rather than overwhelming. The humans fought to save their fellows from his grasp, reacting to the survival instinct every living thing knew. Such creatures were pitiful in their unthinking resistance. Each believed the illusion of free will, while true autonomy was impossible for such lesser minds. Though they would never accept it, they were better off as drudges or monstrosities within a hive, where their lives could at least be useful, where the endless possibility in their malleable
flesh could be exploited. He could increase muscle mass and size to incredible proportions through electrical and alchemical stimulation. He could fortify bone to be as resilient as steel. He could augment reaction time through manipulating and rerouting autonomic nervous systems. He could rapidly grow and expand dermal thickness and surface area to suit alterations in form while making skin almost impervious. Finally and most importantly, he could restructure the brain and give such creatures a better purpose—fulfillment through autonomic obedience to the cephalyx. No more would the anxieties of a weak and only partially sentient mind trouble them. Cryxian necrotechs and necrosurgeons had some intimation of the energy potential of organic structures. Thexus had watched them within their necrofactoriums beneath the Thornwood with amusement. Their necromancy was interesting but flawed. The true power was not within rotted putrefaction but rather in living tissue, within the electrical firing of neurons, the endothermic heat of mitochondrial reactions, and the pumping of blood through the cardiovascular system as it delivered precious fuel to the organs. Death robbed flesh of its potential. Thexus and his subordinates had been here for years, repurposing the Cyrissist machines for their hive, which was centered below the Thornwood. The few hundred humans and their warjacks far above were a mere annoyance compared to the force Thexus could summon. But there was something else above, something on the fringes of his telepathic range that was elusive and yet familiar. It scratched at the periphery of his awareness. The mental voice of Overlord Crathos reached him. Initiating contact with an exulon without permission was a potentially deadly breach in etiquette for the lower castes. An offending cephalyx might have his mind instantly obliterated for failing to show proper deference. Thexus acknowledged the overlord with the briefest of thoughts, then lowered his mental barriers to allow the lesser cephalyx to reach into the outermost folds of his mind. The two established a stronger information conduit. Words were highly inefficient for any significant transfer of information, and Crathos had much to share. Thexus experienced a flood of the overlord’s recent memories. So Lucant returns to reclaim what he lost, Thexus thought. He now recognized what had been disturbing his telepathic senses—the clockwork minds of the Convergence of Cyriss, led by one he had faced in battle before. They were here in strength.
Nothing was more antithetical to the cephalyx than the Convergence, yet Thexus had been forced to scrutinize their work over many years. What he had discovered was disquieting but also tantalizing. Loathsome as they might be, their knowledge had to be confronted, not avoided, though he was alone among the exulons in believing this. Thexus pondered for a moment, listening to the mental emanations from those embattled above while focusing his gaze on the pulsing lights of the nexus generator. Even as a portion of his mind remained on those thoughts, he turned the majority of his attention to a small cylinder sitting upon one of the nearby consoles. It, too, glowed with its own light. Years ago that light had mirrored the soft blue luminance that permeated this facility; now it swirled with an angry mixture of orange and red. The exulon caressed the essence chamber with a tendril of his psyche. he mentally whispered. A red glow within the metal housing flared briefly. Thexus studied the essence chamber and its swirl of colors. Thexus telekinetically flicked switches and turned knobs across the control console in front of him. In response, the light within the essence chamber became an orange-red storm. As Thexus worked, he imparted commands to Crathos. Thexus finished his work and picked up the essence chamber with one of his spidery metal prostheses. Intense blue lights now blazed across the control console. He slowly turned to
leave the chamber, thinking it would be unfortunate to lose the facility now, so close to his goal.
Eight Years Earlier (600 AR)
Exulon Thexus drifted silently through the gloom of the Thornwood hive, threading his way along a labyrinthine system of tunnels many hundreds of feet beneath the surface of Caen. In his mind he could see the hive’s entire network of passages, a map recalled from long memory
A Battle of Wills and given vivid detail by his sublime intellect. He moved quickly, driven by an emotion he had not experienced for some time: excitement. Thexus reached a passageway branching off the main tunnel and followed it until it ended in a small chamber. The prison cell contained a low table fitted with manacles as well as an assortment of racks along the walls that held surgical tools equally adaptable to inflicting pain as to performing other procedures. They were displayed as much for their unsettling impact on the subject as for any pragmatic purpose, as this chamber was utilized primarily for the extraction of information from mortal minds. Thexus considered such physical ministrations crude but acknowledged they had their uses. Scouring lesser minds telepathically frequently resulted in irreparable damage to them. A priority subject was currently bound to the table. Overlord Crathos floated at the head of the table next to a pair of drudges. The augmented slaves were not equipped for combat. Instead their arms were fitted with more subtle instruments: barbed pincers, hooked scalpel-like blades, and spiked rods designed for agonizing penetration. The various implements wielded by Crathos himself were extended and ready over the subject. Opening the communication
Crathos’ telepathic greeting carried the appropriate respectful deference. Thexus floated to the foot of the table, his metal prostheses moving forward in anticipation around the large oblong metal encasement surrounding his skull. The bound human was an adult male with skin as pale as the attending drudges. He was a member of the Convergence, most of whom lived a subterranean existence as the cephalyx did. His body was strong, corded with muscle from years of labor hauling heavy equipment. That the Convergence subjugated its members to menial work was but one of their many loathsome aspects. The cephalyx had fought the Convergence for centuries; Thexus and his hive had warred with them many times. Their clockwork soldiers underwent an aberrant transformation into machinery, which served to put their minds beyond ordinary psychic manipulation. Fortunately it was a state they had to earn. The captive was an optifex, a priest. This was a high caste among them, but he was a junior member and had not made the transition to a machine body. Most of what the cephalyx had learned of the foe came from captives like this. His living brain awaited their perusal, and Thexus hungered to add its energies to his own. Crathos had removed the optifex’s helmet, revealing a bluntfeatured face beneath a shaven pate. The machine-priest’s
eyes were fixed on the ceiling, and his mouth moved with silent words. Thexus extended a slender tendril of his psyche toward the optifex and encountered a barrier of mathematical theory repeated like a mantra or a prayer. The loop of dense formulae served to shield the man’s deeper thoughts. Thexus noted. Crathos agreed. Thexus felt a surge of irritation that Crathos assumed he needed to resort to such crude methods. The overlord felt his displeasure, experienced as a roiling mental storm across the conduit between them. Crathos shrank back and offered mental obeisance. Thexus sent, He could have chosen to send the subject’s brain to the preservers, a caste that could carefully slice and disassemble a mind to absorb its component pieces, but Thexus disdained those lowly beings and their slow methods. He preferred to handle the matter himself. Thexus reached out again with several sharper and stronger mental probes. The optifex’s mind was strong, his conditioning with the Convergence impressive, but he was only human. The first probe was deflected, but before the barrier recovered, three more daggers of mental force thrust deeply through the priest’s outer mind, and his defenses crumbled. A wave of terror and revulsion rose within the optifex's mind and he writhed on the table. With another part of his intellect, Thexus had the drudges hold the man still. He burrowed deeper, picking up bits of information about the optifex as he did. The man’s name: Hestus. Unimportant. His position: part of a minor directive within the Temple of the Prime Harmonic, recently transferred to a newer priority facility. Intriguing. Thexus wormed deeper still, and then he heard the man speak, giving voice to his torment for the first time. “Will not . . .” The voice was a ragged whisper, and the cords on the man’s neck stood out with the strain of trying to fight off Thexus’ probing assault. “Must not . . .” Louder, more desperate. He was hiding something, guarding it. Thexus calmly exerted more pressure, slowly bringing additional tendrils of his towering intellect to bear against the inferior mind. He withheld his full psychic strength, as it would be quite easy to erase the man’s mind utterly. A single stray surge of energy could sever delicate connections between neurons. The optifex still fought, trying to force Thexus out and keep something hidden. The attempt was feeble and did nothing more than damage his own brain. Thexus could feel blood vessels rupturing, and he quickly stemmed the bleeding while he simultaneously tapped into
the man’s neurochemistry and released endorphins and dopamine to calm his victim and make him more pliable. The teachings of the enemy saturated the optifex’s thoughts and memories: the Nine Harmonics that were the sacred principles of his religion, the inner workings of dozens of clockwork vessel designs. Thexus found such information repulsive and misguided. The stamp of the Convergence was everywhere within the man’s mind, a metaphysical stain that spoiled the pleasure of filtering for new information. Yet even this tainted consciousness held sustaining energies, which Thexus gathered to nourish his own mind. The more the optifex struggled, the more energy flowed to Thexus, like a draught of refreshing water after a long thirst. As he pushed aside the last vestige of the optifex’s defenses, shattering what little remained of the man’s identity, Thexus finally freed what the human was hiding. It came in a rush of images. The first was a huge machine, a tower of shining steel plunging deep beneath the earth. He already knew the name of part of this machinery; it was connected to several nexus generators, the power sources of Convergence facilities. There was something different about this configuration, however. The optifex’s memories suggested tremendous demands for power at this place. The requirements of this facility necessitated the relaxing of certain engineering safety thresholds, a fact that excited Thexus, who had long sought to unlock the key to reverse engineering these devices. This facility’s nexus generators were vulnerable. He learned the name of the facility itself: the Foundry of Astroseismology. The subject did not understand its primary function, but what information he did possess flowed from the shattered husk of the optifex’s psyche into Thexus’ own—names, locations, strengths and weaknesses of the fortified complex, and hints that the defensive measures here were well within the capability of his hive to overwhelm. Thexus had what he needed. The optifex lay limp on the table, his head lolling to one side. His eyes were open, but they were glazed, unfocused; his brain was no longer capable of processing stimulus of any kind. Thexus flooded the man’s brain with serotonin, inducing a coma. The exulon withdrew before the man’s life force dwindled entirely. He sent to the overlord, In this condition, the subject would be useless for most experiments. Crathos asked. It was an impertinence, one Thexus might have used as an excuse to slay or punish the overlord. But he found himself in a forgiving mood. Instead, he deigned to reply,
The assembly of the hive’s few exulons demonstrated the varied ways such higher cephalyx might augment themselves. Each of the six exulons had crafted his body over many decades, enhancing his form with closely guarded experimental processes. Such techniques could be shared as a means of political currency, but each exulon was wary of empowering his rivals. Every leading cephalyx considered himself a philosopher-surgeon, an artist of cephalomek, and the changes wrought both outwardly and inwardly upon his own body were the pinnacle of such work. Each exulon boasted formidable psychic capabilities, tremendous ambition, and a vast intellect. Although the exulons preferred to spend time overseeing their private projects free from the influence of peers, they periodically assembled to resolve issues affecting the collective hive. This was particularly necessary for military matters, including campaigns to expand the hive’s territory. Such efforts required consensus. It was for such a campaign that Thexus had called this assembly.
He pushed his mental voice to broadcast his thoughts to all the exulons in the chamber. The crisis to which he referred had been a sharp downturn in the hive’s strength and power a few decades ago, one that had nearly destroyed it. Thexus selectively revealed the knowledge he had gained. The initial images were memories he had excised from the captured optifex. He allowed his fellow exulons to review the information from his mind, while at the same time using the mental connection with them to subtly probe their thoughts. He could feel the other exulons doing the same to him and the others. A multitude of subtle mental tendrils knotted and extended between them, probing and tangling in an unspoken skirmish war of mental influence,
A Battle of Wills which was customary for these gatherings. Few among the other exulons could match Thexus’ mental strength and precision, and it caused him little strain to avert their probes while sending out his own. Exulon Pyrexus was the first to be heard. Thexus felt agreement from the other exulons, threatening an immediate shift toward consensus against him. In the aggregate the others could overpower him, but as yet they lacked shared conviction. He chose to display his strength. Using the small footholds he had made while probing the others’ minds, he weakened their defenses so his telepathic voice could drown out theirs.
Designed to melt steel, the torch’s flame reduced the
the Cryxian alliance. Let me expend that strength for the advancement of the hive.>> Thexus waited and monitored the ripples his proposal caused within the assembly. Two of his less-astute rivals immediately reversed themselves, seeing his proposal as a way to weaken him. Reminding the assembly of his current strength had been calculated to elicit this response. The shrewder exulons, however, were wary. They saw the calculated gamble for what it was. Thexus knew they were trying to determine his broader gambit. Despite their hesitation, a new rapidly interweaving structure of mental accord was falling into place. The other exulons continued to debate in rapid exchanges of thought, but Thexus already knew the outcome: consensus, with his thoughts dominant. Those exulons Thexus considered true rivals betrayed their unease. He felt particular satisfaction at their suspicion he had outmaneuvered them, though they could not see how. He almost regretted that they could not apprehend the full extent of his plans. He would take the Cyrissist complex alone, and its spoils and eventual production would be his to allocate. His plan was dangerous, but nothing of worth was gained without risk.
drudge’s exposed skin to ash, revealing white bone beneath.
Exulon Taciron came next. This was met with more agreement, a tightening and strengthening net of mental tendrils reinforcing one another. Thexus could sense the pleasure the others took at the chance to undermine him. He was losing the debate, but this was not a surprise. He had anticipated that the exulons who typically supported him would vote against him in this matter. To them it was a logical way to reign in his growing influence after his work to spearhead the alliance with Cryx had proven so beneficial to the hive. said Exulon Graximor. Thexus could taste the overconfidence in his longtime rival’s thought. Thexus replied, savoring Graximor’s surprise at the statement. The prospect of his sudden retreat caused ripples and gaps throughout the closing mental net as others reevaluated. Consensus was forestalled.