The Fantasy Trip was a role-playing game designed by Steve Jackson in the early eighties. TFT used a clean, forward leaning set of game mechanics that proved to be a precursor to the GURPS system. Its use of counters and a grid-based system to resolve melee fighting also anticipates 3e combat. The default fantasy setting for TFT was called Cidri, and one of the more interesting monsters described for that world was a race of intelligent, walking octopuses.
After Steve Jackson left Metagaming to start his own company, one of his first products was the Cardboard Heroes line of paper miniaturesand one of those early sets included four different octopus figures. Sadly, intelligent octopi never became a staple of GURPS fantasy, though I've always retained a fondness for them.
This conversion draws on information from the TFT supplement In the Labyrinth, Copyright © 1981 Metagaming. This particular version is a revision of an earlier attempt.
This strange creature looks much like an octopus as it slithers along the ground on five tentacles. But its three other arms hold short swords, and its black eyes seem to glower with a dark intelligence.

Octopus illustrations by Denis Loubet copyright © 1982, 1999 by Steve Jackson Games. These images are from figure 7-1, "Octopus with sword" and figure 7-3, "Octopus with axe and spear," from the incredibly useful Cardboard Heroes set. Used without permission.
Octopus warrior 1
Usually NE Medium aberration (aquatic)
Init +3; Senses all-around vision, low-light vision; Listen +1, Spot +5
Languages Aquan
AC 15, touch 13, flat-footed 12
(+3 Dex, +2 natural)
hp 5 (1 HD)
Immune flanking
Fort +3, Ref +3, Will +0
Spd 20 ft. (6 squares), swim 30 ft.
Melee short sword +4 (1d6+1/19-20) and 2 short swords +4 (1d6/19-20)
Space 5 ft; Reach 5 ft
Base Atk +1; Grp +2
Atk Options enhanced multiweapon fighting
Abilities Str 12, Dex 17, Con 12, Int 11, Wis 10, Cha 5
SQ amphibious
Feats Multiweapon Fighting
Skills Listen +1, Search +5, Spot +5, Swim +11
Environment any aquatic or marsh
Organization solitary or pair
Treasure standard
Advancement by character class; Favored Class fighter
Level Adjustment +2
All-Around Vision (Ex) An octopus's wide-set eyes allow it to look in any direction, providing a +4 racial bonus on Spot and Search checks. An octopus can't be flanked.
Amphibious (Ex) Although octopi are aquatic, they can survive indefinitely on land.
Enhanced Multiweapon Fighting (Ex) This ability lessens the penalty for off-hand weapon use by 2 for both primary and off hands. When combined with the Multiweapon Fighting feat, this ability allows the use of one or more light offhand weapons with no penalty on the attack roll.
Skills An octopus 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.
Cidri octopi are a rarely seen race of intelligent creatures, able to breathe both air and water. They look much like ordinary octopuses and normally live underwater or in swampy places, though they can and will come on land. An octopus walks upright on four or five of its eight legs, standing over six feet tall.
Octopi are greedy, dishonest, and cowardly. They like treasure and human flesh, and will attack to get either.
Cidri octopi do not enjoy danger, and will retreat when the going gets tough. They prefer ambushes and sneak attacks. Despite their inhuman appearances, octopi are intelligent and quite cunning. Some octopi become wizards or sorcerers and will use their magic in battle.
An octopus can use three of its arms at once for fighting or wielding shields. Thus, an octopus could fight with three short swords at once, or a greatsword and shield, or even a light crossbow and shield. It cannot use more than three arms for weapons or shields at one time.
The octopus warrior presented here had the following ability scores before racial adjustments: Str 12, Dex 13, Con 8, Int 11, Wis 10, Cha 9.
Cidri octopus characters possess the following racial traits.
Octopi with levels in NPC classes have a CR equal to their character level. Octopi with levels in PC classes have a CR equal to their character level +1.
A typical elite octopus fighter is detailed below. The octopus presented here had the following ability scores before racial adjustments: Str 14, Dex 15, Con 13, Int 10, Wis 8, Cha 12.

Octopus illustrations by Denis Loubet copyright © 1982, 1999 by Steve Jackson Games. These images are from figure 7-4, "Octopus with crossbow" and figure 7-2, "Octopus with greatsword." Used without permission.
Octopus fighter 6
NE Medium aberration (aquatic)
Init +9; Senses all-around vision, low-light vision; Listen +2, Spot +5
Languages Aquan
AC 22, touch 15, flat-footed 17
(+5 Dex, +2 natural, +4 armor,
+1 shield)
hp 55 (6 HD)
Immune flanking
Fort +8, Ref +7, Will +1
Spd 20 ft. (6 squares), swim 30 ft.
Melee +1 short sword +13/+8 (1d6+5/19–20) and +1 short sword +13 (1d6+4/19–20)
Ranged dart +11/+6 (1d4+2) and dart +11 (1d4+2)
Base Atk +6; Grp +8
Atk Options enhanced multiweapon fighting; Combat Reflexes
Combat Gear potion of cure moderate wounds
Abilities Str 14, Dex 20, Con 17, Int 10, Wis 8, Cha 8
SQ amphibious
Feats Combat Reflexes, Improved Initiative, Multiweapon Fighting, Quick Draw, Weapon Finesse, Weapon Focus (short sword), Weapon Specialization (short sword)
Skills Listen +2, Search +6, Spot +5, Swim +14
Possessions combat gear, 2 +1 short swords, +2 leather armor, small masterwork shield, 6 darts, 148 gp
The following table details octopi as a racial class, in the manner of Sean K. Reynolds' Savage Progressions article, "Level-Adjusted Races."
| Level | CR | Special |
|---|---|---|
| 1st | +1 | Dex +2, +1 natural armor, all-around vision (can't be flanked), extra limb |
| 2nd | +1 | Con +2, +2 natural armor, enhanced multiweapon fighting, all-around vision (+4 to Search and Spot checks) |
All of the following are features of the octopus racial class.