CreditsWARMACHINEcreated and designed byMiniature PaintersMatthew D. WilsonMatt DiPietroGeordie HicksLead Designer,WARMACHINEStudio AdministrationAssistantDesigner, CephalyxHobby Manager & TerrainProject DirectorHobby & Terrain SpecialistCreative DirectorPhotographyJason SolesDavid CarlBryan CutlerEd BourelleStuart SpenglerMichael ArcherMatt FerbracheLead WriterProject ManagerWritingLicensing & ContractManagerDouglas SeacatMatt DiPietroMatt GoetzWilliam ShickAdditional WritingAeryn RudelJason SolesContinuityDouglas SeacatJason SolesEditorial ManagerDarla KennerudEditingDan HendersonDarla KennerudGraphic Design DirectorJosh MandervilleGraphic Design & LayoutRichard AndersonBryan CutlerShona FahlandMatt FerbracheLaine GarrettJosh MandervilleArt DirectorMike VaillancourtCover IllustrationAndrea UderzoIllustrationsNick KayRaphael LbkeNstor OssandnAndrea UderzoShona FahlandBrent WaldherPresidentSherry YearyChief Creative OfficerMatthew D. WilsonDirector of Business &Branding DevelopmentWilliam ShickExecutive AssistantMichelle HortonMarketing ManagerLyle LoweryWeb/IT ProfessionalMicah Scott RalstonRetail Support &DevelopmentCharles AgelConvention CoordinatorMichael PlummerMarketing CoordinatorSimon BermanOrganized Play &Volunteer CoordinatorWilliam HungerfordQuartermaster AssistantDianne FerrerCustomer ServiceAdam JohnsonCustomer SupportLead Concept ArtistJustin CottomGabriel WaluconisStudio DirectorWriting & ContinuityManagerNick KayRon KruzieStaff SculptorsBrian DugasDoug HamiltonMichael JenkinsBen MisenarDouglas SeacatVideo ProducerTony KonichekPublications ManagerAeryn RudelAdditional SculptingNo Quarter EICStudio ModelersNo Quarter AssistantSteve SaundersNate ScottJames A. Thomas2Charles Foster IIIMichael G. RyanMichael SanbegDirector of OperationsDevelopment ManagerProduction DirectorRoleplaying GameProducerJason MartinMark ChristensenMold ManagerKelly YeagerPacking/Shipping ManagerJoe LeeVendor CoordinatorGeoffrey KonkelMetal Casting SupervisorMarcus RodriguezLead Quality ControlCody EllisProductionJon AdamsMark ArreolaOren AshkenaziRyan BaldonadoNelson BaltzoFelisha BolzenthalThomas CawbyJohan CeaHenry ChacChris CrespoBryan DasallaAlfonso FalcoJoel FalkenhagenJuanita Garcia-LovatoMaddie GillTrevor HancockMike HarshbargerArmond HaydelBryan KlemmNick LaraMark LawsonChris LesterDavid LimaClayton LinksKeith LoreeChristopher MatthewsBryan McClaflinMike McIntoshChris McLeroyAntonio MoraReece NashPhuong NguyenBo OlthoffScott PaschallSoroth PehnAntwan PorterSam RattanavongErik ReiersenJohn RothRob SeamountJesse SterlandTu ThanhChris TiemeyerBen TracyDara VannMatt WarrenMichele WheelerDavid CarlMatt GoetzGame DeveloperWilliam SchoonoverPlaytest CoordinatorJack ColemanInfernalsPeter GaublommeJohn MorinGilles ReynaudD. Anthony RobinsonDonald SullivanInternal PlaytestersEd BourelleDavid CarlLeo CarsonJohan CeaJack ColemanCody EllisBill FrenchWilliam HungerfordTony KonichekChris LesterLyle LoweryBryan MaclaflinChris McLeroyMichael PlummerErik ReiersonWilliam SchoonoverWilliam ShickJason SolesJacob StanleyJesse SterlandGabriel WaluconisMatt WarrenExternal PlaytestersRay BaileyAlice BettoliCody BrownCorey BrownPeter GaublommeTommy GeunsAndrew HartlandKristin HartlandThomas HoffmanFederico IngrossoStu LimingKlass LuyckxWout MaerschalckJames MorelandShane PhilippiDirk PintjensAndrew ReadyOwen RehrauerJosh SaulterTim SimpsonProofreadingDavid CarlDan HendersonGeoffrey KonkelWilliam ShickA Mind is a terrible thing to loseFaction BackgroundPlaying CephalyxThe society of these purely cerebral beings depends on asteady influx of living prisoners for use as experimentaltest subjects and to become heavily modified laborers andwarrior slaves within their vast underground hives. Theneed for fresh flesh leads these alien beings to emerge forraids against the people of the Iron Kingdoms. Innocentvictims are hauled away and soon find themselvesstrapped to cold metal operating tables before receivingthe cruel surgical ministrations of their new masters.Cephalyx leaders are all about control and manipulation.Whether its a Mind Bender channeling spells through itsdrudges, an Agitator empowering all nearby drudges andmonstrosities to hit harder, or Exulon Thexus telekineticallymoving nearly every model on the table at once to clear chargelanes, disrupt unit coherency, or redefine the control of scenarioobjectives, Cephalyx excel at influence and exploitation.Lurking deep below the earth, the dreaded and inscrutablebeings called cephalyx tirelessly perform diabolicalexperiments on their captives within blood-soakedlaboratories. Masters of powerful psychic energies andadvanced surgery, the cephalyx shape both the minds andbodies of lesser creatures to suit their sinister agenda.Once a subjects will has been cut away and the body alteredand augmented through cephalomekthe cephalyxshybrid of surgery and engineeringa victim becomesa wholly enslaved drudge. Some are selected for moreextensive procedures and are transformed into hulkingmonstrosities. These enslaved creatures are sent forth bytheir masters to help capture their fellow countrymen,who will endure the same horrifying fate.Cephalyx armies have two distinct elements: the Cephalyxthemselves and their mind slaves (the drudges andmonstrosities). With high STR and ARM values, the mindslaves function as the muscle for the army, while theCephalyx function as the armys brain. They act as nodes ofinfluence and power that radiate outward to their haplessslaves. The armys duality extends to its operation on thetable as well.The drudges and monstrosities, on the other hand, are thefactions tools. Whereas the Cephalyx deal in subtlety anddominance, 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 Cephalyxwar machine intact.Enslave lesser creatures to your indomitable will and laywaste to those who would hinder your plans!Table of ContentsA Battle of Wills . . . . . . . . . . . . . . . 4Model Entries. . . . . . . . . . . . . . . . . . . . .36Will to Dominate. . . . . . . . . . . . . . . . 17Painting Guide. . . . . . . . . . . . . . . . . . . 46Cephalyx Rules& Theme Force. . . . . . . . . . . . . . . . . . 34Model Gallery. . . . . . . . . . . . . . . . . 50Visit: www.privateerpress.comPrivateer Press, Inc. 13434 NE 16th St. Suite 120 Bellevue, WA 98005Tel (425) 643-5900 Fax (425) 643-5902For online customer service, email frontdesk@privateerpress.comThis 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, FormulaP3,Formula P3 Hobby Series, and all associated logos are property of Privateer Press, Inc. This book is a work of fiction. Anyresemblance to actual people, places, or events is purely coincidental. No part of this publication may be stored in any retrievalsystem or transmitted in any form without written permission from Privateer Press. Duplicating any portion of the materialsherein, 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 andmust maintain all copyrights, trademarks, or other notices contained therein or preserve all marks associated therewith. Theprocess for converting living, breathing people into mindless drudge servants is agonizing, insufferable, and definitely morallyabhorrent. Unless it is affecting copyright violators, in which case it is perfect.First digital edition: August 2014.Forces of WARMACHINE: Cephalyx. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PIP 1057e3A Battle of WillsThe Foundry of Astroseismology, Below Occupied Llael, 608 ARThe powerful pulsing heart fueling the Foundry ofAstroseismology was buried deep within the soil and rockof Caen, deeper even than the halls and workshops towhich it fed its energies. It occupied a massive expandedcylindrical crevice that soared hundreds of feet above thefoundry and plunged thousands of feet below it, into thevery mantle of Caen. The monolithic tower formed a perfectconcentric circle within the wider chamber around it. Paleblue light shone from various nodes and conduits upon thestructures metallic surface, illuminating the darkness andpulsing to the rhythmic thrum of machinery.Exulon Thexus floated alone above a steel platform ringingthe titanic machine the Cyrissists called a nexus generator. Themultiple lenses on the helm encasing his bulbous augmentedbrain glowed with their own light as he studied the machineheart of the Cyrissist facility. Once, this place had frustratedThexus, the enigma of its creation and the means by which itfunctioned impenetrable even to his prodigious intellect. Themechanisms of the Convergence had always confounded thecephalyx, as though fundamentally incompatible with theirunderstanding of science.On numerous occasions cephalyx had driven theConvergence from their machine lairs, seizing their powergenerators to use for themselves. They did not know howsuch machines operated, but they had learned how to exploitthe flows of energy they produced. Yet every time, themachines eventually failed and could not be restored. Thexushoped to break this cycle, to re-create Convergence powersources and make them his own. Others of his kind shunnedsuch knowledge as tainted by Cyrissist methodologies,but Thexus saw this as ignorance. He intended to give hishive access to nearly inexhaustible energy, which wouldafford them the leverage and strength they needed to attainunrivaled supremacy. If Thexus achieved this, his dominanceover the other exulons would be assured.Thexus let his attention return to the battle that raged abovein the foundry complex. Such was his ability that he couldclearly discern the emotionally broadcast surface thoughtsof the enemy. Fear, pain, anger, loss, bravery, sacrifice,deatheach 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 autonomywas impossible for such lesser minds. Though theywould never accept it, they were better off as drudges ormonstrosities within a hive, where their lives could at leastbe useful, where the endless possibility in their malleable4flesh could be exploited. He could increase muscle massand size to incredible proportions through electrical andalchemical stimulation. He could fortify bone to be asresilient as steel. He could augment reaction time throughmanipulating and rerouting autonomic nervous systems.He could rapidly grow and expand dermal thicknessand surface area to suit alterations in form while makingskin almost impervious. Finally and most importantly, hecould restructure the brain and give such creatures a betterpurposefulfillment through autonomic obedience to thecephalyx. No more would the anxieties of a weak and onlypartially sentient mind trouble them.Cryxian necrotechs and necrosurgeons had some intimationof the energy potential of organic structures. Thexus hadwatched them within their necrofactoriums beneath theThornwood with amusement. Their necromancy wasinteresting but flawed. The true power was not withinrotted putrefaction but rather in living tissue, withinthe electrical firing of neurons, the endothermic heat ofmitochondrial reactions, and the pumping of blood throughthe cardiovascular system as it delivered precious fuel tothe organs. Death robbed flesh of its potential.Thexus and his subordinates had been here for years,repurposing the Cyrissist machines for their hive, whichwas centered below the Thornwood. The few hundredhumans and their warjacks far above were a mere annoyancecompared to the force Thexus could summon. But therewas something else above, something on the fringes ofhis telepathic range that was elusive and yet familiar. Itscratched at the periphery of his awareness.The mental voice of Overlord Crathos reached him.Initiating contact with an exulon without permission was apotentially deadly breach in etiquette for the lower castes.An offending cephalyx might have his mind instantlyobliterated for failing to show proper deference.Thexus acknowledged the overlord with the briefest ofthoughts, then lowered his mental barriers to allow thelesser cephalyx to reach into the outermost folds of hismind. The two established a stronger information conduit.Words were highly inefficient for any significant transferof information, and Crathos had much to share. Thexusexperienced a flood of the overlords recent memories.So Lucant returns to reclaim what he lost, Thexus thought. Henow recognized what had been disturbing his telepathicsensesthe clockwork minds of the Convergence ofCyriss, led by one he had faced in battle before. They werehere in strength.Nothingwasmoreantithetical to the cephalyxthan the Convergence,yet Thexus had beenforced to scrutinize theirwork over many years.What he had discoveredwas disquieting but alsotantalizing.Loathsomeas they might be, theirknowledge had to beconfronted, not avoided,though he was aloneamong the exulons inbelieving this. Thexuspondered for a moment,listening to the mentalemanations from thoseembattled above whilefocusing his gaze on thepulsing lights of the nexusgenerator.Even as a portion ofhismindremainedon those thoughts, heturned the majority ofhis attention to a smallcylinder sitting upon oneof the nearby consoles.It, too, glowed with itsown light. Years ago thatlight had mirrored thesoft blue luminance thatpermeated this facility;now it swirled with anangry mixture of orangeand red.The exulon caressed theessence chamber witha tendril of his psyche. he mentally whispered. A redglow within the metal housing flared briefly. Thexusstudied the essence chamber and its swirl of colors. Thexus telekinetically flicked switches and turned knobsacross the control console in front of him. In response, the lightwithin the essence chamber became an orange-red storm. AsThexus worked, he imparted commands to Crathos.Thexus finished his work and picked up the essence chamberwith one of his spidery metal prostheses. Intense blue lightsnow blazed across the control console. He slowly turned toleave the chamber, thinking it would be unfortunate to losethe facility now, so close to his goal.Eight Years Earlier (600 AR)Exulon Thexus drifted silently through the gloom of theThornwood hive, threading his way along a labyrinthinesystem of tunnels many hundreds of feet beneath thesurface of Caen. In his mind he could see the hives entirenetwork of passages, a map recalled from long memory5 Louder. The subject is ready. The optifex still fought. Thexus sent. That the Convergence subjugated its members to menial work was but one of their many loathsome aspects. His living brain awaited their perusal. a priest. his conditioning with the Convergence impressive. The bound human was an adult male with skin as pale as the attending drudges. picking up bits of information about the optifex as he did. guarding it. Unimportant. as this chamber was utilized primarily for the extraction of information from mortal minds. hooked scalpel-like blades. conduit. A wave of terror and revulsion rose within the optifex's mind and he writhed on the table. driven by an emotion he had not experienced for some time: excitement. which served to put their minds beyond ordinary psychic manipulation.A Battle of Wills and given vivid detail by his sublime intellect. but before the barrier recovered. recently transferred to a newer priority facility. He was hiding something.>> Thexus felt a surge of irritation that Crathos assumed he needed to resort to such crude methods.>> Crathos agreed. He burrowed deeper.. Thexus reached a passageway branching off the main tunnel and followed it until it ended in a small chamber.. experienced as a roiling mental storm across the conduit between them. The cephalyx had fought the Convergence for centuries. as it would be quite easy to erase the mans mind utterly. Thexus could feel blood vessels rupturing.>> He could have chosen to send the subjects brain to the preservers. but Thexus disdained those lowly beings and their slow methods.. and he quickly stemmed the bleeding while he simultaneously tapped into . The various implements wielded by Crathos himself were extended and ready over the subject. The overlord felt his displeasure. He moved quickly. His position: part of a minor directive within the Temple of the Prime Harmonic. Will not. The captive was an optifex. This was a high caste among them. most of whom lived a subterranean existence as the cephalyx did.. A priority subject was currently bound to the table. Their clockwork soldiers underwent an aberrant transformation into machinery. With another part of his intellect. Thexus noted. He was a member of the Convergence. and Thexus hungered to add its energies to his own. The voice was a ragged whisper. slowly bringing additional tendrils of his towering intellect to bear against the inferior mind. and his defenses crumbled. said Exulon Graximor. I reject this proposal outright. each of which boasted sensory enhancements. There was no light within the tunnel. He felt particular satisfaction at their suspicion he had outmaneuvered them. They had been able to get close to their target position thanks to tunnels bored into this region a century ago as part of the hives gradual expansion before their fortunes had fallen. He had anticipated that the exulons who typically supported him would vote against him in this matter. Thexus had mapped out a trajectory that would intersect with a section of the Convergence facility currently under development. the area would . He almost regretted that they could not apprehend the full extent of his plans. were wary. Designed to melt steel. threatening an immediate shift toward consensus against him. Drudges equipped with the proper tools had been tunneling for weeks. including his monstrosities. You would expend more than you would gain. lightless confines of the earth. drudges exposed skin to ash. Two of his less-astute rivals immediately reversed themselves. 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. Thexus eyes could not see in the dark. It is too large. This facility could increase our military strength tenfold. With no automated defenses or warning systems. but the drudges were designed to work in the darkness of the hive and had no need of illumination. Those exulons Thexus considered true rivals betrayed their unease. They saw the calculated gamble for what it was. The other exulons continued to debate in rapid exchanges of thought. the torchs flame reduced the the Cryxian alliance. He was losing the debate. The shrewder exulons. and it caused him little strain to avert their probes while sending out his own. It is utterly false that we would expend more than we would gain. Thexus could sense the pleasure the others took at the chance to undermine him. revealing white bone beneath. Exulon Pyrexus was the first to be heard. He would take the Cyrissist complex alone. This was met with more agreement.>> Thexus replied. but he was accustomed to seeing the world around him through the minds of his many slaves. His hive had already done population surveys of the nearby region in preparation for future raids.