Zetai Kai's newest work, the elemental plane of flesh (its a blood huge article)

Right, well now I can present you with.......the elemental plane of flesh, the largest Zeta Kai article yet. Not for light reading, but worth it if you can get through it

Elemental Plane of Flesh

It is an infinite creature.

It is a body more vast than the gods.

It is the realization of all Creation.

The mysterious & bizarre plane known as the Elemental Plane of Flesh is a unique amalgam of being & place, creature & environment, what & where. The entire plane is filled with large-scale bodily tissues. Massive arterial tunnels run in every direction, branching & forking into smaller & smaller tributaries, carrying blood-like fluids at a rapid pace. Cyclopean organs quiver & pulsate, performing unfathomable functions. Strands of nerve fibers send signals to nodes of ganglia, which remain motionless, thinking unknowable thoughts & sending indecipherable signals. Enormous limbs of unparalleled might pierce vast closed chasms, which are covered in plains of skin & forests of hair.

The plane-body is a shapeless entity; its structure & layout seem to defy all anatomical conventions.

Table of Contents

• Elemental Plane of Flesh Traits (page 2)
• Flesh Inhabitants (page 3)
• Movement & Combat (page 3)
• Features of the Elemental Plane of Flesh (page 4)
• Acid Floods (page 4)
• Cystemic Anomalies (page 5)
• The Hepatonexus (page 5)
• Morticorpi (page 6)
• Obee City (page 6)
• The Red Flow (page 7)
• Flesh Encounters (page 7)
• Cosmological Variants (page 8)
• Flesh Subtype (page 9)
• Flesh Creatures (page 9)
• Alimental (CR9) (page 9)
• Anti-Body (CR7) (page 10)
• Cancerebrum, Benign (CR1) (page 11)
• Cancerebrum, Malignant (CR2) (page 12)
• Cell Block (CR--) (page 13)
• Cholesterooze (CR8) (page 15)
• Glandulord (CR8) (page 16)
• Infectoplasm / Living Disease / Pestilental (page 18)
• Creating an Infectoplasm (page 18)
• Sample Infectoplasm: Blinding Sickness (CR9) (page 19)
• Sample Infectoplasm: Cackle Fever (CR9) (page 21)
• Sample Infectoplasm: Demon Fever (CR9) (page 22)
• Sample Infectoplasm: Devil Chills (CR7) (page 23)
• Sample Infectoplasm: Filth Fever (CR6) (page 25)
• Sample Infectoplasm: Mindfire (CR6) (page 26)
• Sample Infectoplasm: Mummy Rot (CR11) (page 27)
• Sample Infectoplasm: Red Ache (CR8) (page 29)
• Sample Infectoplasm: The Shakes (CR6) (page 30)
• Sample Infectoplasm: Slimy Doom (CR7) (page 31)
• Ligamental, Small (CR2) (page 32)
• Ligamental, Medium (CR4) (page 33)
• Ligamental, Large (CR6) (page 34)
• Ligamental, Huge (CR8) (page 35)
• Ligamental, Greater (CR10) (page 36)
• Ligamental, Elder (CR12) (page 37)
• Mightochondrion (CR5) (page 38)
• Node, Dermal (CR9) (page 40)
• Node, Ganglial (CR9) (page 41)
• Node, Muscular (CR14) (page 42)
• Node, Osseous (CR12) (page 43)
• Organelle, Cardio (CR7) (page 45)
• Organelle, Gastro (CR6) (page 46)
• Organelle, Hemo (CR8) (page 47)
• Organelle, Neuro (CR5) (page 48)
• Organelle, Occulo (CR4) (page 49)
• Organelle, Respero (CR6) (page 51)
• Paramind (CR7) (page 52)
• Parasight (CR2) (page 53)
• Sickle Cell (CR2) (page 54)
• Skelemental (CR13) (page 55)
• Symbimote (CR3) (page 56)
• Viral Swarm / 10K Viri (CR3) (page 58)
• Summation (page 59)
• Bonus Material (page 60)
• Spermato Organelle (page 60)
• Ovus Node (page 61)

Elemental Plane of Flesh Traits

The Flesh Plane has the flowing traits:

• Objective Directional Gravity: In the yawning arterial tunnels & vast sinuous cavities of the Elemental Plane of Flesh, gravity is oriented toward whatever wall a creature is nearest. Thus, there is no normal concept of floor, wall & ceiling; any surface is a floor if you’re near enough to it. In fact, in the many narrow, capillary-like channels, gravity is exactly cancelled out, allowing vital fluids (& travelers) to shoot through them at incredible speed.
• Normal Time.
• Infinite Size: The Elemental Plane of Flesh goes on forever, although there are finite areas covered in a variety of skin layers, including those with hair, fur, & even massive scaly plates. These pockets can vary in size from room-sized chambers to immense caverns stretching for miles, & are the closest thing on this plane to being “outside” of the plane-wide body.
• Alterable Morphic.
• Flesh Dominant: Planes with this trait are mostly solid flesh. Travelers who arrive run the risk of suffocation if they don’t reach an artery or other fissure within the plane-wide body. Worse yet, individuals without the ability to burrow are entombed in the tissues & must dig their way out (5’ per turn). The myriad fluidic vessels that run through this plane are filled with an oxygenated liquid that is breathable by both air-based & water-based creatures.
• Mildly Law-Aligned: Chaotic characters suffer a -2 penalty on all Charisma-based checks.
• Normal Magic.

Flesh Inhabitants

The Elemental Plane of Flesh is a highly variable place, full of dynamic events & continually in flux. Despite this constant instability, it is not particularly hostile to visitors from other planes, & tourists from the Material Plane especially can find much in common with the natives, if not the landscape.

The Flesh Plane hosts a greater number of different creatures, each designed to assist the plane-body’s functions is some way. It is dominated by native elementals & oozes, both of which travel about, conducting their own business, performing their given tasks. The elementals are distinct autonomous entities composed of organic tissue, built with animal-like bodily systems & structures, although only rarely does one type of creature possess all of them. The oozes are less complex, typically having more in common with unicellular rather than multicellular life, although they are still separate manifestations of the plane-body. Some these oozes are a natural part of the plane-body’s processes, like the Anti-Bodies & the Mightochondria, while others are merely pests, such as the Cancerebrums & the Cholesteroozes.

Many parasites, symbiotes, & other infesting & infectious entities exist on the Flesh Plane, subsisting on the abundant chemical energy generated by the natives, as well as that created by the plane-body itself. Some of these evolved on the plane, like the Parasights & the Sickle Cells, while others are known (or at least speculated) to have from other planes, such as the Infectoplasms & the Viral Swarms.

Organic animal-like creatures (Aberrations, Animals, Dragons, Giants, Humanoids, Magical Beasts, Monstrous Humanoids, & Vermin types) from other planes can be found on the Flesh Plane, in varying numbers. Most other beings are scarcely ever found here, as they either find the plane unnerving & bizarre, or they cannot find a compelling reason to remain. Non-organic Elementals & Outsiders are given the cold shoulder, as it were; Constructs, Fey & Plant entities are actively discouraged from staying on the Flesh Plane; the Undead are generally attacked on sight.

Portals to other planes are not apparently common, although they are certainly not unheard of. These usually consist of task-oriented planar gateways, such as taps to the Positive Energy/Earth/Water/Air Planes to receive power & raw materials, or shunts to the Negative Energy/Astral/Fire/Limbo Planes to excrete waste matter. Portals that are not used for specific utilities are somewhat few & far between.

The native tongue of the Flesh Plane is Corpan, a gurgling, throaty language that rises & falls is tone & cadence, nearly pulsing in a rhythmic pattern. It is well suited for use by animal caretakers, biologists, & doctors. Intelligent natives who deal with other planes typically speak Common, although there are some speakers of other elemental languages, as well.

Movement & Combat

If anything could be said about moving around through the Elemental Plane of Flesh, it is that travel is always variable & inconsistent. Sometimes it’s slow, sometimes it’s fast, but it’s always a unique, ever-changing experience.

There are usually two methods of possible movement on the Flesh Plane: walking through air pockets, or swimming through the Red Flow (see Features, below, for more information). In the air-filled cavities, visitors can walk along the fleshy ground, which can be as hard as polished scales, or as soft as cellulite. For every 100’ that characters have traveled in an air pocket, DM’s should roll 1d8, & consult the following for types of terrain:

· 1/2 (cellulite): 1 square traveled on foot = 3 squares of movement, cannot run

· 3/4/5 (normal skin): 1 square traveled on foot = 2 squares of movement

· 6/7 (callous): normal movement

· 8 (scales): Balance checks required for walking (DC10) or running (DC15)

Travelers can also attempt to burrow through the solid matter of the plane-body itself, but only creatures with a natural Burrow speed can do this easily. Beings without a natural Burrow speed must either remove or destroy the Cell Blocks that make up most of the Flesh Plane’s solid mass (see Cell Blocks, before, for statistics).

To make the scenario of tunneling through the Flesh Plane even more difficult is the fact that attacking the plane-body is considered by natives to be a hostile act. Any time that the plane-body takes damage, all native creatures within 500’ become alerted within 1d4 rounds. They each have a 25% chance of responding to the immediate vicinity where the damage took place, ready to defend the plane-body from further attacks, as well as attempting to heal the constituent Cell Blocks. Non-responsive monsters include: Cancerebrums, Cholesteroozes, Infectoplasms, Paraminds, Parasights, Sickle Cells, Symbiomotes, & Viral Swarms.

Features of the Elemental Plane of Flesh

Acid Floods

The chemical energy that powers much of the Flesh Plane comes for the processing of raw materials, brought from other planes. This is done by Alimentals & Gastro Organelles, but they alone cannot produce enough energy to meet the plane-body’s needs. To make up for this, inert stomach-like chambers of varying sizes can be found throughout the plane-body. They range from the size of a small cottage to vast mile-wide caverns.

It is in these chambers that the deadly Acid Floods occur. Usually, these hollows are empty & unsealed, easily accessible via other air pockets. However, periodically, a portal in the ceiling will open & heaps of matter from another plane will pour out onto the floor (this matter could anything, from any plane; even living creatures wouldn’t be unusual). Once this happens, all entrances to this chamber (hardness 10, 180HP, Break DC35) are squeezed shut, & a multitude of shunts pour in a potent acid (2d8 acid damage), which quickly fills the room in 1d6+4 rounds. The acidic flood will remain for 2d4 minutes, & then drains in the floor will open up, siphoning off the acid, as well as the liquefied matter, leaving behind any indigestible material. Only once this process is complete will the gateways reopen.

Cystemic Anomalies

Found throughout the Flesh Plane, these ulcerous pockets are formed by a mysterious disease in the plane-body’s flesh. They vary in size from miniscule cavities no larger than a nostril to cavernous craters as large as a house. They all appear to be contaminated & foul, highly discolored from the surrounding tissue, leaking viscous fluids, & smelling quite rank. The cause of these pustulent sores is unknown, but is speculated to be some form of disease, although a contaminating agent may also be possible.

In addition to the filth that these cysts create, they usually possess some bizarre magical trait. All creatures within 1d4 × 5’ away from an anomaly are subject to its effects. When encountering a Cystemic Anomaly, roll 1d20, & then consult the following table:

• 01-02 = just gross (no trait)
• 03-04 = poisonous (cyst slime poison, contact DC18, initial 1d6 Constitution damage, secondary 1d6 Constitution damage, 1,600GP)
• 05 = disenchanting (antimagic field, 10’ radius from cyst’s perimeter)
• 06 = cryogenic (1d6 cold damage per round)
• 07 = burning (1d6 fire damage per round)
• 08 = shocking (1d6 electricity damage per round)
• 09 = caustic (1d6 acid damage per round)
• 10 = fearsome (induces frightened effect, Will save DC18 negates)
• 11-12 = infectious (cystemic tremors disease, contact DC18, incubation 1d6+2 days, 1d8 Constitution damage)
• 13 = revolting (all within 10’ are nauseated, Fortitude save DC18 negates)
• 14 = maddening (confusion effect for 1d12 rounds, Will save DC18 negates)
• 15 = scintillating (dazzled effect for 1d12 rounds, Reflex save DC18 avoids)
• 16 = wearying (fatigue effect for 1d12 rounds, Fortitude save DC18 negates)
• 17 = paralyzing (paralysis effect, Fortitude save DC18 negates)
• 18 = stunning (stunned effect, Will save DC18 negates)
• 19 = knock-out (unconscious effect, Reflex save DC18 avoids)
• 20 = just plain wrong (2 traits, re-roll twice)

The Hepatonexus

Somewhere in the plane-body, tales tell of an enormous, multi-mile-wide organic complex, responsible for regulating the chemical balance of the Red Flow. This structure functions much like a liver for the Flesh Plane, & is thus known as the Hepatonexus.

It is believed that only one such place exists, & that it meets the needs of the entire plane, although the philosophical implications of this are highly debated. Regardless of the semantics, it is a fact that the Red Flow (see below for details) depends on the quality of its fluids. Therefore, the Hepatonexus is revered (& sometimes even worshipped) as a near-mythical font of purity & goodness.

This place, if it truly exists, is thought to be sprawling complex, composed of billions (if not trillions) of Cell Blocks. Legend has it that the entire structure is filled with an incredibly intricate system of organic machines, maintained by a host of Glandulords. Who or what may be directing the actions of all these Glandulords is a subject of intense speculation in some circles. What would happen to the plane-body if this place ceased to function is also a matter of much debate. But the mystery surrounding this legendary locale is likely to remain, as few, if any, beings of true credibility have claimed to have seen it, & none claim to have entered it.

Morticorpi

The Flesh Plane is an extremely robust entity, capable of healing itself from grievous wounds that would fell any other less being, even the gods themselves. However, it is neither invincible nor immortal. Despite its tremendous healing abilities, it is as vulnerable as any being to a concentrated attack of the correct nature.

In the vast, infinite body of the plane, there exists pockets of necrotic material; areas composed of lifeless, gray dead tissue. All of the surfaces within are shriveled, bloated, oozing, discolored, “maggot”-ridden, or some combination of the above. The rank stench of decay pervades these putrid places, disgusting any living creature who enters (Fortitude save (DC20) to resist becoming sickened). Pustules the size of cattle may burst without warning (2d6 damage to all creatures/objects within 20’, Reflex save (DC18) for half damage, those that fail their saving throw are also nauseated for 1d4 rounds). The “ground” in these pockets are often either slick with slime (must make a Balance check (DC15) or slip & fall prone) or sticky with goo (1 square traveled on foot = 4 squares of movement). These are the only regions on the Flesh Plane where one can find corporeal undead, as they often wander the foul landscape in search of living prey.

The cause of these rotting dead zones is unknown. Possible culprits include Cancerebrum tumors, Infectoplasm epidemics, Parasight infestations, Viral Swarms, or some unheard-of threat. Extraplanar perpetrators may also be responsible, such as demons, devils, evil gods, liches, necromancers, or yugoloths. Some even argue that the “diet” of the plane-body is to blame, citing the potential hazards associated with various elemental materials. Regardless of their origin, they pose a serious danger to the future of the plane-body. Although they are currently tiny motes of death in a vibrant sea of life, it is believed that they are spreading, & that they may one day jeopardize the entire Flesh Plane, turning it into a twisted, foul Elemental Plane of Death.

Obee City

• Size: Planar Metropolis
• Power Center: Unconventional
• Alignment Lawful Neutral
• GP Limit: 600,000GP
• Assets: 961,200,000GP
• Population: 127,505 Adults
• Population: Mixed (Glandulord, Ligamental, Ganglial Node, Paramind, djinni, elemental, fey, giant)

Despite the abundance of life on the Flesh Plane, there are not many places which one could call “settled” or “civilized.” Most of the plane is, of course, a living, breathing organism, so even though there are numerous air pockets large enough to house a town or village, few such settlements exist. However, in a place that is infinite, anything is possible. Nowhere is that axiom better exemplified than in Obee City.

As the largest & most populous urban area on the Elemental Plane of Flesh, Obee City is home to thousands of beings, both native & foreign. Glandulords, Ligamentals, Ganglial Nodes, & even some Paraminds share the metropolis with extraplanar creatures such as djinn, elementals, fey, giants, & outsiders from every plane on the Great Wheel. It is constructed almost entirely of billions of Cell Blocks, assembled in the shapes of houses, offices, & other buildings. A major artery of the Red Flow runs underneath the city, providing sustenance to the various structures, as well as serving as the city’s water supply (& most likely a sewer system, as well). The most notable of features within the town are the presence of several portals to other planes, leading to the Material Plane, most of the elemental planes (the Fire Plane is conspicuously absent), & most surprisingly of all, the Ethereal Plane. The only outer planes that are accessible are the Outlands, the Beastlands & Gehenna.

The entire city is build upon an abnormally large patch of calloused skin (normal movement), within one of the larger known air pockets available on the plane. Given the close proximity to many extraplanar portals, it is unsurprising that the town is probably the most well known location on the Flesh Plane among planar travelers, acting as a port-of-call for many natives & foreigners alike, as well as an active trading hub.

Although plant-based creatures & constructs often feel uncomfortable while in a city made entirely of living flesh, no prejudice is made against any sentient creatures, regardless of construction. Only undead entities are exempt from this tolerance, as their worldview often puts them at odds with life in general, & living things in particular.

The Red Flow

An intricate network of labyrinthine tunnels branching in all directions, the Red Flow is the lifeblood of the plane-body. The Red Flow carries vital fluids to all of the myriad Cell Blocks throughout the Elemental Plane of Flesh, as well as many other beneficial organisms. It is regulated by the pumping of countless Cardio Organelles, instinctively acting in unison to provide the hydraulic force required to thrust the Red Flow forward.

The tunnels range in size from cyclopean pathways about 100’ across to minute capillaries barely an inch wide. The walls of the tunnels are made of hardened, advanced Cell Blocks (Tiny size, 2HD, Hardness 4, Break DC24). Access to & from the Red Flow is gained via multi-chambered airlock-like valves, located every 1d12 × 100’.

Many native creatures call the Red Flow their home. Anti-Bodies, Hemo Organelles, & Mightochondria all live within its fluids. Unfortunately, it is also the hunting ground for many dangerous beings, such as Cholesteroozes, Sickle Cells & the like, that ply the “waters” searching for prey to consume or attack.

In the fluid-filled channels of the Red Flow, swimming is the means of travel. The fluid is a hyper-oxygenated mixture of non-toxic chemicals, so air-breathing creatures can freely navigate its pathways without concern about drowning. However, visibility is reduced to about 30’, even with Darkvision; beyond that, the fluid within the tunnel is an opaque red haze.

Within the arterial tunnels of the Red Flow, the current flows in pulsing waves. Every other round, the fluid flows forward at a rate of 80’; all creatures & objects within move forward 80’ in addition to any velocity that they were traveling. In between surges, the fluid is effectively motionless. During surges, creatures & objects are stationary relative to one another, unless of course, they are actively moving.

The Red Flow is the primary method of long distance transportation across the Flesh Plane, & is instrumental in maintaining the life of the plane-body. Without the chemical energy it provides, the Flesh Plane would die within hours.

Flesh Encounters

The Elemental Plane of Flesh is a vibrant, pulsing place, with a wide variety of semi-autonomous fauna. It is the home to many different kinds of native creatures, as well as foreign beings from other planes. Although plants, constructs, & the undead are extremely rare, anything & everything can happen on the infinite plane-body.

The tables below are suitable for typical travelers, but DM’s can also use them as templates for encounter tables of specific areas by adding/removing creatures or changing the percentages. On a d% result of 96-00, characters encounter one random entry from either Table 1-1 or Table 1-2 below, depending on the respective environment. Roll once per hour.

Cosmological Variants

Where can the Elemental Plane of Flesh fit into the Great Wheel? Where does it belong in the D&D multiverse? Can it be used in alternate campaign settings, like the Forgotten Realms, or Eberron? Here are a few options for DM’s to consider:

• In cosmologies that use the Elemental Plane of Wood, the Flesh Plane can be adapted into its polar opposite; a yin to its yang, negative to its positive, a fauna to its flora. This is not recommended for Oriental Adventures campaigns, since only five elements (the Wu Xing: Earth, Fire, Water, Wood & Metal) are traditionally appropriate for that genre.
• The Flesh Plane could be used to replace any of the standard elemental planes; this works particularly well with the Earth Plane, but the Water Plane & the Air Plane are also good choices.
• The Flesh Plane might be another transitive plane, operating alongside the Ethereal, the Astral & the Shadow. This makes for a strange universe, which is well-suited for horror-themed games with a strong flavor of the Unknown. In this case, it should be called the Flesh Plane exclusively, as it would no longer truly be elemental in nature.
• The Flesh Plane works well as one of the innumerable layers of the Abyss; this requires the plane-body to trade in its elemental properties for more sinister aspects, but this could be done with a minimal overhaul, leaving an alien place full of malice & hunger; in this version, it would be beneficial to play up the more disgusting & unsettling bodily processes that take place here
• This may be an alternate Material Plane, a dimension containing of all of the elements, only amalgamated in a completely different manner that the normal Material Plane.
• In the Forgotten Realms, one of three possibilities exists for the inclusion of the Flesh Plane. It can be used like a transitive or elemental plane, like the above suggestions. It can also be simply added to the other 26 outer planes, making it the 27^th (this can be done to produce a trinity of 9 outer planes each). Lastly, it could replace one of the outer planes, most likely the House of Nature, Blood Rift, or even Dweomerheart (this last option makes for radically different planar adventures than one would normally expect in the Realms).
• In the Eberron cosmology, unlike that of Forgotten Realms, has no real inner planes, so use of the Flesh Plane must be fundamentally different. It is not recommended to use it as a transitive plane, nor would it be wise to merely add it to the rotating orbits (or the orbiting rotations) of the other planes. The best solution for an Eberron campaign would be to replace one of the existing planes, the best candidates being Dolurrh (the Realm of the Dead) or Thelanis (the Faerie Court). Like the Realms, this makes for very different planar travels, with the additional consideration of how the Flesh Plane would interact with the Material as it orbits.

Flesh Subtype

This subtype usually is used for elementals & outsiders with a connection to the Elemental Plane of Flesh. Flesh creatures usually have Fast Healing, & many flesh creatures have Regeneration (except for oozes).

Also, due to their fleshy nature, creatures with this subtype are particularly susceptible to painful injuries. Any attack that deals lethal damage causes a flesh creature to suffer a -1 morale penalty to ability checks, attack rolls, skill checks & saving throws for the remainder of that encounter. This penalty can only be applied to a particular creature once per encounter, however, & it cannot stack with itself or other morale penalties.

Flesh Creatures

Alimental

Huge Elemental (Flesh, Extraplanar)
Hit Dice: 10d8+50 (95HP)
Initiative: +0
Speed: 40’ (8 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)
Armor Class: 15 (-2 size, +7 natural); touch 8; flat-footed 15
Base Attack/Grapple: +6/+21
Attack: Tentacle +11 melee (2d6+7)
Full Attack: Tentacle +11 melee (2d6+7) & Bite +6 melee (1d6+3)
Space/Reach: 15’/15’
Special Attacks: Acid Spray, Improved Grab, Long Reach, Swallow Whole
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 1, Regeneration, Tremorsense

Saves: Fort +12, Ref +3, Will +3
Abilities: Str 25 (+7), Dex 10 (+0), Con 21 (+5), Int 1 (-5), Wis 11 (+0), Cha 11 (+0)

Skills: Climb +9, Listen +4, Spot +6, Swim +8
Feats: Awesome Blow, Cleave, Improved Bull Rush, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 9
Treasure: N/A
Alignment: usually Neutral
Advancement: 11-12 HD (Huge), 13-15 HD Gargantuan, 16-20 HD (Colossal)

Level Adjustment: N/A

Like a massive coiled serpent, this skinless creature writhes & twists on the ground. It looks like nothing other than the entire digestive system of a gigantic beast, moving on its own with seemingly predatory intent.

This bizarre creature is essentially just what it looks like: a living alimentary canal. Its head is a tooth-tipped larynx; its neck is an ophidian esophagus; its body is just an immense stomach; & its tail is a ropey length of entrails. A voracious beast, related to the Gastro Organelle (see below), the Alimental is always search for prey to feed upon, for its hunger is never truly sated. It has no bones to support its pliable body, nor does it have eyes, ears or other discernable anatomical traits.

An Alimental stretches about 30’ long & weighs about 2 tons. It speaks no language.

• Acid Spray (Ex): an Alimental can emit a 30’ cone of acid (2d6 damage, Reflex save DC15 for half damage) every 1d6+4 rounds
• Improved Grab (Ex): to use this ability, an Alimental must hit with a Bite attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Swallow Whole
• Long Reach (Ex): an Alimental can lash out with its Tentacle attack once every 1d4+1 rounds, hitting opponents up to 25’ away (NOTE: it may also hit opponents that are less than 25’ away at no penalty, if it chooses); this attack is identical in all other respects to the normal Tentacle attack
• Swallow Whole (Ex): an Alimental can try to swallow a grabbed opponent of Large or smaller size by making a successful grapple check; once inside, the opponent takes 2d6+7 points of crushing damage plus 2d6 points of acid damage per round from an Alimental’s digestive juices; a swallowed creature can cut its way out by dealing 31 points of damage to an Alimental’s digestive tract (AC9); once the creature exits, muscular action closes the hole; another swallowed opponent must cut its own way out; an Alimental’s gullet can hold 1 Large, 2 Medium, 4 Small, or 8 Tiny or smaller creatures
• Regeneration (Ex): fire & acid deal normal damage to an Alimental, while all other damage is halved (50%); if an Alimental loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated
• Tremorsense (Ex): an Alimental can pinpoint the location of anything in contact with the ground within 60’, as long it is also touching the ground

Anti-Body

Huge Ooze (Flesh, Extraplanar)

Hit Dice: 6d10+54 (87HP)
Initiative: -3
Speed: 5’ (1 square), Swim 40’ (8 squares)
Armor Class: 10 (-2 size, -3 Dex, +5 natural); touch 5; flat-footed 10
Base Attack/Grapple: +4/+13
Attack: Slam +13 melee (2d6+9 plus 1d6 acid)
Full Attack: Slam +13 melee (2d6+9 plus 1d6 acid)
Space/Reach: 15’/15’
Special Attacks: Acid Spray, Disinfect
Special Qualities: Blindsight 60’, Immunities, Infection Sense, Ooze traits, Fast Healing 1

Saves: Fort +6, Ref -1, Will -3
Abilities: Str 28 (+9), Dex 5 (-3), Con 29 (+9), Int -- (+0), Wis 1 (-5), Cha 1 (-5)

Skills: N/A
Feats: N/A
Environment: Elemental Plane of Flesh
Organization: solitary, corpus (3-12), or flood (20-60)

Challenge Rating: 7
Treasure: N/A
Alignment: always Neutral
Advancement: 7-9 HD (Huge), 10-13 (Gargantuan), 14-16 Colossal

Level Adjustment: N/A

This giant cellular entity appears to be mass of organic chains, tangled & twisted into the shape of a huge letter “Y.” It swims through the soupy fluids with singular drive, giving it a semblance of purpose. It is carrying smaller beings in each of its two great arms.

Anti-Bodies are the foundation of the Flesh Plane’s immune system, responsible for identifying & neutralizing foreign objects. Each one of them is constantly on patrol of the Red Flow, searching for any object or creature that doesn’t belong so that it can be eliminated. They are very strong, able to carry over half a ton.

An Anti-Body is more than 25’ across & weighs about 10 tons. Being mindless, it speaks no language.

• Acid Spray (Ex): an Anti-Body can emit a 20’ cone of acid (2d4 damage, Reflex save DC12 for half damage) every 1d4+4 rounds; creatures hit by the spray suffer a -2 penalty to all Fortitude saves to resist the Disinfect for 10 rounds (1 minute)
• Disinfect (Su): an Anti-Body emit a 40’ cone once per round; all creatures within the cone’s area of effect are subject to a remove disease spell with a caster level equal to the Anti-Body’s Hit Dice; this effect also deals 1d4×HD damage to disease-based creatures (such as the Infectoplasm, below), unless they succeed a Fortitude save (DC19) for ½ damage; the save DC is Constitution-based
• Immunities (Ex): an Anti-Body is immune to all diseases
• Infection Sense (Ex): an Anti-Body can pinpoint disease-infected creatures within 90’ (18 squares) & can sense all forms of disease at ranges of up to ½ mile (2,640’, or 528 squares)

Cancerebrum, Benign

Tiny Ooze (Flesh, Extraplanar)

Hit Dice: 2d10+8 (19HP)
Initiative: -3
Speed: 10’ (2 squares), Burrow 10’ (2 squares)
Armor Class: 9 (+2 size, -3 Dex); touch 9; flat-footed 9
Base Attack/Grapple: +0/-11
Attack: Slam -1 melee (1d3-3)
Full Attack: Slam -1 melee (1d3-3)
Space/Reach: 2½’/0’
Special Attacks: Healing Ray
Special Qualities: Ooze traits, Rapid Growth, Split

Saves: Fort +4, Ref -3, Will -5
Abilities: Str 4 (-3), Dex 5 (-3), Con 19 (+4), Int -- (+0), Wis 1 (-5), Cha 1 (-5)

Skills: N/A
Feats: N/A
Environment: Elemental Plane of Flesh
Organization: solitary, pair, or tumor (3-15)

Challenge Rating: 1
Treasure: N/A
Alignment: always Neutral
Advancement: 3-4 HD (Tiny); 5-6 HD (Small), 7-8 HD (Medium)

Level Adjustment: N/A

What appears to be a lumpy, misshapen puddle of sludge crawls slowly forward on its own momentum. It is covered in bubbling sores, & its mottled surface is interwoven with a network of pulsing veins.

Quite literally an ambulatory tumor, this strange being is a result of the bizarre regenerative properties of the Flesh Plane. Once it was merely a little clump of Cell Blocks (see below) reproducing out of control, the healing powers present on this plane (when combined with the mild Law-Alignment) organized the lump & gave it mobility. Now able to travel in search of food to sustain itself, this creature seeks to perpetuate its existence by multiplying; however, it doesn’t mean any harm, & can be beneficial to those who treat it well.

A Benign Cancerebrum is about 18” across & weighs about 3 pounds. Being mindless, it speaks no language.

• Healing Ray (Su): once per round, a Cancerebrum can emit a 20’ cone of healing light from one of its psuedopods; all living creatures struck by this curative beam gain 1d6 temporary hit points & heal 1 point of ability damage (lowest ability score first); an undead creature must succeed a Fortitude save (DC16) or suffer 1d6 damage & 1 point of ability damage (highest ability score first); constructs are completely unaffected
• Rapid Growth (Ex): a Cancerebrum gains 1 Hit Die every 4 hours, until it reaches 8 Hit Die, at which point it will Split
• Split (Ex): slashing & piercing weapons deal no damage to a Cancerebrum; instead the creature splits into 2 identical Cancerebrums, each with ½ of the original’s current hit points (rounded down); a Cancerebrum with 10HP or less cannot be further split and dies if reduced to 0HP; a Cancerebrum will also split on its own if it reaches its maximum HD (8)

Cancerebrum, Malignant

Small Ooze (Flesh, Extraplanar)

Hit Dice: 4d10+16 (38HP)
Initiative: -1
Speed: 20’ (4 squares), Burrow 10’ (2 squares)
Armor Class: 9 (+1 size, -3 Dex); touch 9; flat-footed 9
Base Attack/Grapple: +3/-2
Attack: Slam +3 melee (1d4-1)
Full Attack: Slam +3 melee (1d4-1)
Space/Reach: 5’/5’
Special Attacks: Draining Ray
Special Qualities: Ooze traits, Rapid Growth, Split

Saves: Fort +5, Ref +0, Will -4
Abilities: Str 8 (-1), Dex 9 (-1), Con 19 (+4), Int -- (+0), Wis 1 (-5), Cha 1 (-5)

Skills: N/A
Feats: N/A
Environment: Elemental Plane of Flesh
Organization: solitary, pair, or tumor (3-15)

Challenge Rating: 2
Treasure: N/A
Alignment: always Neutral
Advancement: 5-6 HD (Small); 7-8 HD (Medium), 9-10 HD (Large)

Level Adjustment: N/A

A swelling, malformed heap of slime creeps slowly forward, giving of an air of hunger & malevolence. Blister-like growths pepper its blotchy exterior, in between a lattice of throbbing veins.

Quite literally an ambulatory tumor, this strange being is a result of the bizarre regenerative properties of the Flesh Plane. Once it was merely a little clump of Cell Blocks (see below) reproducing out of control, the healing powers present on this plane (when combined with the mild Law-Alignment) organized the lump & gave it mobility. Now able to travel in search of food to sustain itself, this creature seeks to perpetuate its existence by multiplying; it will destroy & consume anything that gets in its way.

A Malignant Cancerebrum is about 3’ across & weighs about 35 pounds. Being mindless, it speaks no language.

• Draining Ray (Su): once per round, a Cancerebrum can emit a 20’ cone of draining light from one of its psuedopods; all living creatures struck by this injurious beam must succeed a Fortitude save (DC16) or suffer 1 point of Constitution damage; every point of damage successful dealt gives the Cancerebrum 1d4 temporary hit points
• Rapid Growth (Ex): a Cancerebrum gains 1 Hit Die every hour, until it reaches 10 Hit Die, at which point it will Split
• Split (Ex): slashing & piercing weapons deal no damage to a Cancerebrum; instead the creature splits into 2 identical Cancerebrums, each with ½ of the original’s current hit points (rounded down); a Cancerebrum with 10HP or less cannot be further split and dies if reduced to 0HP; a Cancerebrum will also split on its own if it reaches its maximum HD (10)

Cell Block

Diminutive Elemental (Flesh, Extraplanar)

Hit Dice: ¼d8 (1HP)

Initiative: +0
Speed: 0’ (0 squares)
Armor Class: 11 (+4 size, -5 Dex, +2 natural); touch 9; flat-footed 11
Base Attack/Grapple: +0/-12
Attack: N/A
Full Attack: N/A
Space/Reach: 1’/0’
Special Attacks: N/A
Special Qualities: Elemental traits, Harmless, Object traits

Saves: Fort +0, Ref +0, Will -5
Abilities: Str -- (+0), Dex -- (+0), Con 11 (+0), Int -- (+0), Wis 1 (-5), Cha 1 (-5)

Skills: N/A
Feats: N/A
Environment: Elemental Plane of Flesh
Organization: any
Challenge Rating: --
Treasure: N/A
Alignment: always Neutral
Advancement: ½ HD (Diminutive), 1-2 HD (Tiny), 3-4 HD (Small), 5-7 HD (Medium), 8-10 HD (Large), 11-15 (Huge)

Level Adjustment: N/A

This cube of translucent gel quivers with a life of its own. Inside, dozens of opaque motes float though the viscous substance, clustering around a central nucleus.

These sessile, mindless creatures make up the vast majority of the Flesh Plane’s biota, as well as nearly all of the solid material available on the plane. Cell Blocks are as much objects as they are beings, but they still need to be fed & cared for; it is for this reason that many of the phenomena seen on the Flesh Plane exist. Literally the building blocks that make up the plane-body, these little cubes of soft tissue are everywhere on this plane; they are the floors, the walls, the ceilings, the tunnels. All are made of Cell Blocks, & the Cell Blocks are nearly everything here.

A typical 5’ wall or floor section of Cell Blocks has about 100 of the creatures for every 6” of thickness (although only 50% of a wall/floor need be killed before a section is considered destroyed). This means that a 5’ cube of solid matter on the Flesh Plane consists of about 1000 Cell Blocks, on average

Unlike most other types of creatures native to the Elemental Plane of Flesh, Cell Blocks do not have Fast Healing or Regeneration, & instead must rely on normal healing rates, as well as the healing talents of other beings. Also, since they are immobile, they depend entirely on outside maintenance for fuel, waste removal, protection, et cetera.

Cell Blocks are as diverse as they are numerous, & myriad varieties exist: some are pink, some are yellow, some are clear, some are opaque, some are flat, some are round, some are hard (Hardness ×2), & some are soft (Hardness 0). No two Cell Blocks are precisely alike, as no two Humans are exactly alike. A standard Cell Block is about 6” across & weighs about 1 pound (although many larger varieties exist). Being mindless, it speaks no language.

• Harmless (Ex): a Cell Block cannot &/or will not attack for any reason; it is treated as if it has no attacks
• Object traits: in some ways, Cell Blocks are very much like objects: they are immobile, they don’t attack, & they don’t think or speak; because of their similarity to inanimate matter, they possess the following object traits: they have a Hardness rating equal to their HD (minimum 1, unless notably soft), they have a break DC (to separate one from other adjacent Cell Blocks) equal to 20 + (HD×2), they can be targeted for sunder attacks, they take ½ damage from electricity, fire, & ranged attacks (but full damage from siege engines), & they are immune to non-lethal damage; they still do, however, have saving throws versus spells & other effects, & are treated in all other regards as a creature, including a susceptibility to critical hits & they take full damage from cold attacks

Cholesterooze

Large Ooze (Flesh, Extraplanar)

Hit Dice: 12d10+60 (126HP)
Initiative: -4
Speed: 5’ (1 square), Climb 5’ (1 square)
Armor Class: 8 (-1 size, -4 Dex, +3 natural); touch 5; flat-footed 8
Base Attack/Grapple: +9/+13
Attack: Slam +8 melee (1d10)
Full Attack: Slam +8 melee (1d10)
Space/Reach: 10’/10’
Special Attacks: Improved Grab, Long Reach
Special Qualities: Immunities, Ooze traits, Rapid Growth, Split

Saves: Fort +9, Ref +0, Will -1
Abilities: Str 10 (+0), Dex 3 (-4), Con 20 (+5), Int -- (+0), Wis 1 (-5), Cha 1 (-5)

Skills: N/A
Feats: N/A
Environment: Elemental Plane of Flesh
Organization: solitary, pair, or congestion (3-8)

Challenge Rating: 8
Treasure: N/A
Alignment: always Neutral
Advancement: 13-16 HD (Large); 17-24 HD (Huge)

Level Adjustment: N/A

This large yellowish ooze looks like a giant clump of sallow wax. Its shining surface glistens with a viscous slime. The creature seems for be purposefully sticking to the sides of the wall, creating an obstacle as it were trying to obstruct the passage.

Cholesteroozes are enormous clumps of waxy slime found in the arterial tunnels of the Red Flow, made up of organic waste products & animated the law-aligned life-force pervading this plane. They feed by sticking to the walls & then grabbing smaller creatures that happen to swim by. They are also notorious for grouping together in large numbers, often clogging a tunnel altogether with their slimy, rapacious mass.

A Cholesterooze is about 12’ across & weighs about 1,200 pounds. Being mindless, it speaks no language.

• Improved Grab (Ex): to use this ability, a Cholesterooze must hit with a Slam attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can pin
• Long Reach (Ex): a Cholesterooze can lash out with its Slam attack once every 1d4-1 rounds (minimum 1), hitting opponents up to 15’ away (NOTE: it may also hit opponents that are less than 15’ away at no penalty, if it chooses); this attack is identical in all other respects to the normal Slam attack
• Immunities (Ex): a Cholesterooze is immune to ability damage, ability drain, death effects, poison effects, & any spell or spell-like ability that allows spell resistance
• Rapid Growth (Ex): a Cholesterooze gains 1 Hit Die every hour, until it reaches 24 Hit Die, at which point it will Split
• Split (Ex): slashing & piercing weapons deal no damage to a Cholesterooze; instead the creature splits into 2 identical Cholesteroozes, each with ½ of the original’s current hit points (rounded down); a Cholesterooze with 10HP or less cannot be further split and dies if reduced to 0HP; a Cholesterooze will also split on its own if it reaches its maximum HD (24)

Glandulord

Medium Elemental (Flesh, Extraplanar)

Hit Dice: 8d8+16 (52HP)
Initiative: +1
Speed: 30’ (6 squares), Swim 30’ (6 squares)
Armor Class: 19 (+1 Dex, +8 natural); touch 11; flat-footed 18
Base Attack/Grapple: +6/+8
Attack: Claw +8 melee (1d6+2)
Full Attack: 2 Claws +8 melee (1d6+2)
Space/Reach: 5’/5’
Special Attacks: N/A
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 1, Hormones, Regeneration

Saves: Fort +7, Ref +3, Will +1
Abilities: Str 14 (+2), Dex 13 (+1), Con 15 (+2), Int 16 (+3), Wis 11 (+0), Cha 12 (+1)

Skills: Balance +5, Concentration +9, Diplomacy +4, Heal +12, Intimidate +6, Jump +7, Search +10, Sense Motive +9, Survival +4, Tumble +8
Feats: Combat Expertise, Dodge, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 8
Treasure: N/A
Alignment: often Chaotic Neutral
Advancement: by character class

Level Adjustment: N/A

From a distance, this strange being appears to be a slender elven woman. The illusion is soon shattered however, as the gaunt figure approaches. The creature has no real hair; instead thin, pulpy tentacles writhe slightly on its head. The creatures clothing is actually made from its own copious skin, hanging from its body in loose folding sheets. Despite the excess skin, the bizarre being has no lips, so its large toothless maw hangs open like a yawning chasm. Most unsettling of all, though, is the lack of eyes; this “woman” lacks even eye sockets, making the top half of its head a nearly featureless surface.

Glandulords are often mistaken for Aberrations or Pseudonatural Outsiders by beings from the Material Planes that are unfamiliar with the Plane of Flesh. They all appear to somewhat emaciated humanoid females, giving them the ironic nickname “Glanduladies.” In truth, these being seem to lack any true gender that can be discerned. Scholars debate heatedly over the reasons for their existence & appearance, but no consensus is likely to emerge soon.

The Glandulords fulfill the role of patrolling medics, traveling the Red Flow, searching for areas of the plane-body that are infected or injured. They are also ad hoc diplomats, chosen by the plane-body for their versatility & wits to represent the Flesh Plane in other realms. Nearly all of the Glandulords found on other planes are serving this purpose.

A Glanulord is about 6’ tall & weighs almost 300 pounds. Unlike many creatures native to the Elemental Plane of Flesh, they speak a variety of languages, including the native Corpan, other elemental languages, & (sometimes) Common.

• Hormones (Ex): a Glandulord can augment itself by secreting several beneficial chemicals into its own bloodstream; it can only use one of these abilities at a time, & it can only use each ability 3 times per day; the abilities are as follows:
• Adrenaline: by using this hormone, a Glandulord can act as if it were under a Haste spell for 1d6+4 rounds
• Estrogen: by using this hormone, a Glandulord can release a cloud of gas 20’ wide; any creature within the cloud must make a successful Will save (DC18) or be pacified; this pacifying effect is identical to a calm emotions spell cast be an 8^th level caster
• Pituitary: by using this hormone, a Glandulord can grow to Large size for 1d6+4 rounds; this grants it a +4 Strength bonus, a -2 Dexterity penalty, & 2 temporary HD; a Large Glandulord takes a -1 size penalty to AC, has a space of 10’×10’, & a reach of 10’
• Testosterone: by using this hormone, a Glandulord can enter into an enraged state, much like a barbarian’s rage ability, for 1d6+4 rounds; in this condition, the Glandulord temporarily gains a +4 bonus to Strength, a +4 bonus to Constitution, & a +2 morale bonus on Will saves, but it takes a -2 penalty to Armor Class; the increase in Constitution increases the Glandulord’s hit points by 2 points per HD, but these hit points go away at the end of the rage when its Constitution score drops back to normal (these extra hit points are not lost first the way temporary hit points are); while raging, a Glandulord cannot use any Charisma-, Dexterity-, or Intelligence-based skills (except for Balance, Escape Artist, Intimidate, & Ride), the Concentration skill, or any abilities that require patience or concentration, nor can it cast spells or activate magic items that require a command word, a spell trigger (such as a wand), or spell completion (such as a scroll) to function; it can use any feat it has except Combat Expertise, item creation feats, and metamagic feats; a Glandulord cannot prematurely end its rage; at the end of the rage, the Glandulord loses the rage modifiers & restrictions & becomes fatigued (-2 penalty to Strength, -2 penalty to Dexterity, cannot charge or run) for the duration of the current encounter
• Regeneration (Ex): fire & acid deal normal damage to a Glandulord, while all other damage is halved (50%); if a Glandulord loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated

Infectoplasm / Living Disease / Pestilental

Creating an Infectoplasm

“Infectoplasm” is an unusual template, in that it is applied to a disease & not a creature. The characteristics of an Infectoplasm are determined by the nature of the disease. An Infectoplasm creature uses the following statistics & abilities:

• Type: the creature’s type is [Ooze]
• Size: the creature’s size is determined by the disease’s infection DC: 12-14 is Medium, 15-17 is Large, 18-20 is Huge, 21-23 is Gargantuan, & 24+ is Colossal
• Hit Die: the creature’s Hit Dice are equal to the disease’s infection DC × ¾; its Hit Dice are d10’s
• Speed: the creature’s land speed is 20’ per round (4 squares), with a climb speed of 20’ per round (4 squares), & a swim speed of 40’ per round (8 squares)
• Armor Class: the creature’s natural armor class bonus is equal to ½ its Hit Dice
• Base Attack: the creature’s base attack bonus is equal to ½ its Hit Dice
• Grapple: Grapple bonus = base attack bonus + Strength modifier + special size modifier (Colossal +16, Gargantuan +12, Huge +8, Large +4, Medium +0, Small -4, Tiny -8, Diminutive -12, Fine -16)
• Attacks: the creature gains a natural weapon attack that it can use once per round; the type of attack is determined by the disease’s method of delivery: Contact is a Slam attack, Ingested is a Sting attack, Inhaled has no attack, Injury is a Tentacle attack; Attack bonus = base attack bonus + Strength modifier + size modifier (Colossal -8, Gargantuan -4, Huge -2, Large -1, Medium +0, Small +1, Tiny +2, Diminutive +4, Fine +8)
• Damage: natural weapons deal damage normally; an attack deals damage depending on the creature’s size: Medium = 1d6, Large = 1d8, Huge = 2d6, Gargantuan = 2d8, Colossal = 4d6
• Special Attacks: the creature gains the following special attacks:
• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with its disease; the infection DC, the incubation period & the ability damage are all identical to the original disease
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC = Hit Dice + Strength modifier) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; the damage it deals is equal to the ability damage of the original disease (DC = 3 + disease’s infection DC Fortitude save to resist), but there is no incubation period (the damage is instantaneous)
• Poison Gas (Ex): the attack is only available to Infectoplasms based off of inhalation-vectored diseases; every 1d4+2 rounds, the creature can emit a cloud of infectious gas; the cloud has a 20’ radius & lasts for 1d4+2 rounds; all creatures within the cloud are exposed to the creature’s disease (via inhalation)
• Special Qualities: the creature gains the following special qualities:

o Ooze traits

• Damage Reduction (Ex): the creature has damage reduction/slashing equal to its Hit Dice
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons
• Spell Resistance (Ex): the creature has spell resistance equal to its Hit Dice
• Saves: the creature’s base saves are normal for an Ooze (no good saves); it gains a resistance bonus on all saves equal to ½ its Hit Dice
• Abilities: the creature’s Strength, Constitution & Charisma scores equal the disease’s infection DC; it’s Dexterity & Wisdom scores equal its Hit Dice; it is mindless, having no Intelligence score
• Skills: the creature, being mindless, has no skills
• Feats: the creature, being mindless, has no feats
• Environment: any land or aquatic; the creature can be found in any disease-ridden area, such as a sewer, a hospital or a quarantine zone
• Organization: solitary, plague (2-6), or epidemic (7-20)
• Challenge Rating: the creature’s CR is equal ¾ of its Hit Dice
• Treasure: N/A
• Alignment: always Neutral
• Advancement: N/A
• Level Adjustment: N/A

Sample Infectoplasm: Blinding Sickness

Large Ooze

Hit Dice: 12d10+36 (102HP)

Initiative: +1
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 16 (-1 size, +1 Dex, +6 natural); touch 10; flat-footed 15
Base Attack/Grapple: +6/+13
Attack: Sting +8 melee (1d8+3)

Full Attack: Sting +8 melee (1d8+3)

Space/Reach: 10’/10’
Special Attacks: Contaminate, Engulf, Pestilence
Special Qualities: Ooze traits, Damage Reduction/Slashing 12, Immunities, Spell Resistance 12

Saves: Fort +13, Ref +11, Will +11
Abilities: Str 16 (+3), Dex 12 (+1), Con 16 (+3), Int -- (+0), Wis 12 (+1), Cha 16 (+3)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 9
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

An inky puddle of goo creeps about blindly, randomly lashing out in all directions with spear-like pseudopods. Its body is pitch black, & reflects no light, giving one the impression of a hole in space.

Infectoplasms of this variety are the living embodiment of the Blinding Sickness disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Blinding Sickness Infectoplasm is about 10’ across & weighs about 800 pounds. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with Blinding Sickness (infection DC16, incubation 1d3 days, ability damage 1d4 Str, each time the victim takes 2 or more damage from the disease, he must make another Fortitude save or be permanently blinded)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC15) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like Blinding Sickness, this attack deals 1d4 Str damage (DC19 Fortitude save to resist), but there is no incubation period (the damage is instantaneous); if the victim takes 2 or more damage from this attack, he must make a Fortitude save or be permanently blinded
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Sample Infectoplasm: Cackle Fever

Large Ooze

Hit Dice: 12d10+36 (102HP)

Initiative: +1
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 16 (-1 size, +1 Dex, +6 natural); touch 10; flat-footed 15
Base Attack/Grapple: +6/+13
Attack: N/A

Full Attack: N/A

Space/Reach: 10’/10’
Special Attacks: Contaminate, Engulf, Pestilence, Poison Gas
Special Qualities: Ooze traits, Damage Reduction/Slashing 12, Immunities, Spell Resistance 12

Saves: Fort +13, Ref +11, Will +11
Abilities: Str 16 (+3), Dex 12 (+1), Con 16 (+3), Int -- (+0), Wis 12 (+1), Cha 16 (+3)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 9
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

A quivering mass of motile sludge, this unsettling entity moves forward as if searching for prey. The creature’s amorphous body is a motley mélange of bright, maddening colors, periodically pockmarked with large vent-like pores. The entire being trembles spastically, & it seems that if it had a mouth, it would be laughing uncontrollably.

Infectoplasms of this variety are the living embodiment of the Cackle Fever disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Cackle Fever Infectoplasm is about 14’ across & weighs about 1½ tons. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with Cackle Fever (infection DC16, incubation 1 day, ability damage 1d6 Wis, each time the victim takes 2 or more damage from the disease, he must make another Fortitude save or be permanently blinded)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC15) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like Cackle Fever, this attack deals 1d6 Wis damage (DC19 Fortitude save to resist), but there is no incubation period (the damage is instantaneous)
• Poison Gas (Ex): every 1d4+2 rounds, the creature can emit a cloud of infectious gas; the cloud has a 20’ radius & lasts for 1d4+2 rounds; all creatures within the cloud are exposed to Cackle Fever (infection DC16, incubation 1 day, ability damage 1d6 Wis)
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Sample Infectoplasm: Demon Fever

Huge Ooze

Hit Dice: 13d10+52 (123HP)

Initiative: +1
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 15 (-2 size, +1 Dex, +6 natural); touch 9; flat-footed 14
Base Attack/Grapple: +6/+18
Attack: Tentacle +8 melee (2d6+4)

Full Attack: 2 Tentacles +8 melee (2d6+4)

Space/Reach: 15’/15’
Special Attacks: Contaminate, Engulf, Pestilence
Special Qualities: Ooze traits, Damage Reduction/Slashing 13, Immunities, Spell Resistance 13

Saves: Fort +16, Ref +11, Will +11
Abilities: Str 18 (+4), Dex 13 (+1), Con 18 (+4), Int -- (+0), Wis 13 (+1), Cha 18 (+4)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 9
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

This mammoth ooze moves forward aggressively, giving of an aura of rage & malevolence. Its formless body is covered with beastly colors, arranged without any apparent order or pattern. Wisps of steam waft from the thing’s tentacular body, but it seems not to notice.

Infectoplasms of this variety are the living embodiment of the Demon Fever disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Demon Fever Infectoplasm is about 18’ across & weighs about 3 tons. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with Demon Fever (infection DC18, incubation 1 day, ability damage 1d6 Con, when damaged, the character must succeed on another saving throw or 1 point of damage is permanent drain instead)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC12) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like Demon Fever, this attack deals 1d6 Con damage (DC21 Fortitude save to resist), but there is no incubation period (the damage is instantaneous); when damaged, the character must succeed on another saving throw or 1 point of damage is permanent drain instead
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Sample Infectoplasm: Devil Chills

Medium Ooze

Hit Dice: 10d10+20 (75HP)

Initiative: +0
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 15 (+5 natural); touch 10; flat-footed 15
Base Attack/Grapple: +5/+7
Attack: Tentacle +7 melee (1d6+2)

Full Attack: 2 Tentacles +7 melee (1d6+2)

Space/Reach: 5’/5’
Special Attacks: Contaminate, Engulf, Pestilence
Special Qualities: Ooze traits, Damage Reduction/Slashing 10, Immunities, Spell Resistance 10

Saves: Fort +10, Ref +8, Will +8
Abilities: Str 14 (+2), Dex 10 (+0), Con 14 (+2), Int -- (+0), Wis 10 (+0), Cha 14 (+2)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 7
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

This gelatinous creature is little more that a heap of writhing tentacles. Despite the fact that its pulsing body is the color of hellfire, the strange thing gives off a cloud of unnaturally cold air.

Infectoplasms of this variety are the living embodiment of the Devil Chills disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Devil Chills Infectoplasm is about 7’ across & weighs about 400 pounds. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with Devil Chills (infection DC14, incubation 1d4 days, ability damage 1d4 Str, the victim must make three successful Fortitude saving throws in a row to recover from Devil Chills)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC12) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like Devil Chills, this attack deals 1d4 Str damage (DC17 Fortitude save to resist), but there is no incubation period (the damage is instantaneous); the victim must make three successful Fortitude saving throws in a row to recover from devil chills
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Sample Infectoplasm: Filth Fever

Medium Ooze

Hit Dice: 9d10+9 (58HP)

Initiative: -1
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 13 (-1 Dex, +4 natural); touch 9; flat-footed 13
Base Attack/Grapple: +4/+5
Attack: Tentacle +5 melee (1d6+1)

Full Attack: Tentacle +5 melee (1d6+1)

Space/Reach: 5’/5’
Special Attacks: Contaminate, Engulf, Pestilence
Special Qualities: Ooze traits, Damage Reduction/Slashing 9, Immunities, Spell Resistance 9

Saves: Fort +8, Ref +6, Will +6
Abilities: Str 12 (+1), Dex 9 (-1), Con 12 (+1), Int -- (+0), Wis 9 (-1), Cha 12 (+1)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 6
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

No words adequately describe the foulness of this sludge-like thing. Its shifting form is the color of vomit & animal waste, & the stench it gives off heavily implies that it has been recently been covered in fetid fluids. An aura of squalor & decay surround the senseless creature as it oozes forward.

Infectoplasms of this variety are the living embodiment of the Filth Fever disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Filth Fever Infectoplasm is about 5’ across & weighs about 200 pounds. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with Filth Fever (infection DC12, incubation 1d3 days, ability damage 1d3 Dex & 1d3 Con)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC10) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like Filth Fever, this attack deals 1d3 Dex & 1d3 Con damage (DC15 Fortitude save to resist), but there is no incubation period (the damage is instantaneous)
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Sample Infectoplasm: Mindfire

Medium Ooze

Hit Dice: 9d10+9 (58HP)

Initiative: -1
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 13 (-1 Dex, +4 natural); touch 9; flat-footed 13
Base Attack/Grapple: +4/+5
Attack: N/A

Full Attack: N/A

Space/Reach: 5’/5’
Special Attacks: Contaminate, Engulf, Pestilence, Poison Gas
Special Qualities: Ooze traits, Damage Reduction/Slashing 9, Immunities, Spell Resistance 9

Saves: Fort +8, Ref +6, Will +6
Abilities: Str 12 (+1), Dex 9 (-1), Con 12 (+1), Int -- (+0), Wis 9 (-1), Cha 12 (+1)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 6
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

A pulsating mass of living sludge, this abnormal thing moves forward erratically, as if driven by madness. The organism’s nebulous body is a morass of dark, unpleasant colors, covered sporadically with small pore-like holes. The entire creature shudders from time to time, as if it were in terrible anguish.

Infectoplasms of this variety are the living embodiment of the Mindfire disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Mindfire Infectoplasm is about 6’ across & weighs about 300 pounds. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with Mindfire (infection DC12, incubation 1 day, ability damage 1d4 Int)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC10) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like Mindfire, this attack deals 1d4 Int damage (DC15 Fortitude save to resist), but there is no incubation period (the damage is instantaneous)
• Poison Gas (Ex): every 1d4+2 rounds, the creature can emit a cloud of infectious gas; the cloud has a 20’ radius & lasts for 1d4+2 rounds; all creatures within the cloud are exposed to Mindfire (infection DC12, incubation 1 day, ability damage 1d4 Int)
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Sample Infectoplasm: Mummy Rot

Huge Ooze

Hit Dice: 15d10+75 (157HP)

Initiative: +2
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 17 (-2 size, +2 Dex, +7 natural); touch 10; flat-footed 15
Base Attack/Grapple: +7/+20
Attack: Slam +10 melee (2d6+5)

Full Attack: 2 Slams +10 melee (2d6+5)

Space/Reach: 15’/15’
Special Attacks: Contaminate, Engulf, Pestilence
Special Qualities: Ooze traits, Damage Reduction/Slashing 15, Immunities, Spell Resistance 15

Saves: Fort +17, Ref +14, Will +14
Abilities: Str 20 (+5), Dex 15 (+2), Con 20 (+5), Int -- (+0), Wis 15 (+2), Cha 20 (+5)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 11
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

This enormous ooze lurches forward staggeringly, as if it were hampered by some internal malady. Its formless body is the color of dust & ash, & appears cracked & desiccated like dried mud.

Infectoplasms of this variety are the living embodiment of the Mummy Rot disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Mummy Rot Infectoplasm is about 28’ across & weighs about 8 tons. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with Mummy Rot (infection DC20, incubation 1 day, ability damage 1d6 Con, successful saves do not allow the character to recover; only magical healing can save the character)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC20) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like Mummy Rot, this attack deals 1d6 Con damage (DC23 Fortitude save to resist), but there is no incubation period (the damage is instantaneous)
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Sample Infectoplasm: Red Ache

Large Ooze

Hit Dice: 11d10+22 (82HP)

Initiative: +0
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 14 (-1 size, +5 natural); touch 9; flat-footed 14
Base Attack/Grapple: +5/+11
Attack: Tentacle +6 melee (1d8+2)

Full Attack: Tentacle +6 melee (1d8+2)

Space/Reach: 10’/10’
Special Attacks: Contaminate, Engulf, Pestilence
Special Qualities: Ooze traits, Damage Reduction/Slashing 11, Immunities, Spell Resistance 11

Saves: Fort +10, Ref +8, Will +8
Abilities: Str 15 (+2), Dex 11 (+0), Con 15 (+2), Int -- (+0), Wis 11 (+0), Cha 15 (+2)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 8
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

This gooey being is little more that a mass of squirming tentacles. Its throbbing form is the color of fresh blood, & the bizarre creature moves forward as if its entire body were stiff & sore.

Infectoplasms of this variety are the living embodiment of the Red Ache disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Red Ache Infectoplasm is about 11’ across & weighs over 900 pounds. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with Red Ache (infection DC15, incubation 1d3 days, ability damage 1d6 Str)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC13) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like Red Ache, this attack deals 1d6 Str damage (DC18 Fortitude save to resist), but there is no incubation period (the damage is instantaneous)
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Sample Infectoplasm: The Shakes

Medium Ooze

Hit Dice: 9d10+9 (58HP)

Initiative: -1
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 13 (-1 Dex, +4 natural); touch 10; flat-footed 13
Base Attack/Grapple: +4/+5
Attack: Slam +5 melee (1d6+1)

Full Attack: Slam +5 melee (1d6+1)

Space/Reach: 5’/5’
Special Attacks: Contaminate, Engulf, Pestilence
Special Qualities: Ooze traits, Damage Reduction/Slashing 9, Immunities, Spell Resistance 9

Saves: Fort +8, Ref +6, Will +6
Abilities: Str 13 (+1), Dex 9 (-1), Con 13 (+1), Int -- (+0), Wis 9 (-1), Cha 13 (+1)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 6
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

A shivering puddle of ooze creeps about haltingly, randomly thrashing about in violent spasms. The being’s shapeless figure is the color of gangrene & necrotic tissue. The entire being trembles viciously, & a low hum issues forth from its convulsive vibrations.

Infectoplasms of this variety are the living embodiment of the Shakes disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Shakes Infectoplasm is nearly 8’ across & weighs over 400 pounds. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with the Shakes (infection DC13, incubation 1 day, ability damage 1d8 Dex)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC10) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like the Shakes, this attack deals 1d8 Dex damage (DC16 Fortitude save to resist), but there is no incubation period (the damage is instantaneous)
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Sample Infectoplasm: Slimy Doom

Medium Ooze

Hit Dice: 10d10+20 (75HP)

Initiative: +0
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 15 (+5 natural); touch 10; flat-footed 15
Base Attack/Grapple: +5/+7
Attack: Slam +7 melee (1d6+2)

Full Attack: 2 Slams +7 melee (1d6+2)

Space/Reach: 5’/5’
Special Attacks: Contaminate, Engulf, Pestilence
Special Qualities: Ooze traits, Damage Reduction/Slashing 10, Immunities, Spell Resistance 10

Saves: Fort +10, Ref +8, Will +8
Abilities: Str 14 (+2), Dex 10 (+0), Con 14 (+2), Int -- (+0), Wis 10 (+0), Cha 14 (+2)

Skills: N/A
Feats: N/A
Environment: any land or aquatic
Organization: solitary, plague (2-6), or epidemic (7-20)

Challenge Rating: 7
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

This disgusting slime creeps forward on its own predatory momentum, as if it was fated to do so. Its translucent body is the color of a putrid mire, & multiple blunt pseudopods issue forth randomly.

Infectoplasms of this variety are the living embodiment of the Slimy Doom disease. Their true origins are unknown, but their purpose appears to be horrifyingly clear. They seem to exist solely to infect other creatures with the illness that infuses their mindless, shapeless forms.

A Slimy Doom Infectoplasm is about 8’ across & weighs almost 500 pounds. Being mindless, it speaks no language.

• Contaminate (Ex): every time the creature touches another being, it automatically attempts to infect the being with Slimy Doom (infection DC14, incubation 1 day, ability damage 1d4 Con, when damaged, the character must succeed on another saving throw or 1 point of damage is permanent drain instead)
• Engulf (Ex): the creature can flow around opponents that fit within its space as a standard action; it cannot make a natural weapon attack during a round in which it engulfs; it merely has to move over opponents, affecting as many as it can cover in this manner; opponents can make attacks of opportunity against the creature, but if they do so then they are not entitled to a saving throw; those who refrain from attack must succeed a Reflex save (DC12) or be engulfed; on a success, the opponents are pushed back or aside (opponent’s choice) as the spell moves forward; engulfed creatures are subject to both Contaminate & Pestilence, & are considered to be grappled; engulfed creatures can free themselves if they succeed in breaking the grapple
• Pestilence (Ex): once every 1d6+4 rounds the creature can perform an ability damage attack; this is a touch attack that provokes attacks of opportunity; just like Slimy Doom, this attack deals 1d4 Con damage (DC17 Fortitude save to resist), but there is no incubation period (the damage is instantaneous); when damaged, the character must succeed on another saving throw or 1 point of damage is permanent drain instead
• Immunities (Ex): the creature is immune to all forms of ability damage & ability drain; this also includes immunity to the harmful effects of all diseases, as well as most poisons

Ligamental, Small

Small Elemental (Flesh, Extraplanar)
Hit Dice: 2d8+2 (11HP)
Initiative: +1
Speed: 20’ (4 squares)
Armor Class: 13 (+1 size, +1 Dex, +1 natural); touch 12; flat-footed 12
Base Attack/Grapple: +1/-1
Attack: Slam +4 melee (1d6+3)
Full Attack: Slam +4 melee (1d6+3)
Space/Reach: 5’/5’
Special Attacks: Constrict, Flesh Mastery
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 1

Saves: Fort +4, Ref +1, Will +0
Abilities: Str 14 (+2), Dex 12 (+1), Con 13 (+1), Int 4 (-3), Wis 11 (+0), Cha 11 (+0)

Skills: Listen +2, Spot +3
Feats: Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 2
Treasure: N/A
Alignment: usually Neutral
Advancement: 3 HD (Small)

Level Adjustment: N/A

This strange creature appears to be a nearly shapeless mass of muscle tissue, linked to only a few ever-shifting bones by ropey tendons & ligaments. Vaguely slug-like, the elemental being lacks any facial features, save for two short, muscular stalks that suggest eyes.

Ligamentals, also known as Flesh Elementals, are like microcosms of the plane-body itself. These ubiquitous creatures roam the entire plane, performing various tasks that (mostly) serve to aid the plane-body. They seem to lack any internal organs & only possess a few bones for the absolute minimum of structural support; instead, they are composed almost entirely of muscular tissues, making them strong & tough.

A Small Ligamental is about 3’ across & weighs almost 50 pounds. It speaks Corpan, but not much.

• Constrict (Ex): on a successful grapple check, a Ligamental deals 2d6+4 points of damage (20/×2 critical)
• Flesh Mastery (Ex): a Ligamental gains a +1 bonus to attack & damage rolls on any opponent that they are in contact with, such as while grappling, performing touch attacks, or casting spells with a range of touch; this bonus does not apply if the opponent is not made of flesh (Constructs, Elementals, Fey, Oozes, Outsiders, & incorporeal Undead)

Ligamental, Medium

Medium Elemental (Flesh, Extraplanar)
Hit Dice: 4d8+12 (30HP)
Initiative: +2
Speed: 20’ (4 squares)
Armor Class: 14 (+2 Dex, +2 natural); touch 12; flat-footed 12
Base Attack/Grapple: +3/+6
Attack: Slam +6 melee (1d8+4)
Full Attack: Slam +6 melee (1d8+4)
Space/Reach: 5’/5’
Special Attacks: Constrict, Flesh Mastery
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 2

Saves: Fort +7, Ref +3, Will +1
Abilities: Str 16 (+3), Dex 14 (+2), Con 17 (+3), Int 4 (-3), Wis 11 (+0), Cha 11 (+0)

Skills: Listen +3, Spot +4
Feats: Cleave, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 4
Treasure: N/A
Alignment: usually Neutral
Advancement: 5-7 HD (Medium)

Level Adjustment: N/A

This strange creature appears to be a nearly shapeless mass of muscle tissue, linked to only a few ever-shifting bones by ropey tendons & ligaments. Vaguely slug-like, the elemental being lacks any facial features, save for two short, muscular stalks that suggest eyes.

Ligamentals, also known as Flesh Elementals, are like microcosms of the plane-body itself. These ubiquitous creatures roam the entire plane, performing various tasks that (mostly) serve to aid the plane-body. They seem to lack any internal organs & only possess a few bones for the absolute minimum of structural support; instead, they are composed almost entirely of muscular tissues, making them strong & tough.

A Medium Ligamental is over 6’ across & weighs almost 350 pounds. It speaks Corpan, but not much.

• Constrict (Ex): on a successful grapple check, a Ligamental deals 2d8+6 points of damage (20/×2 critical)
• Flesh Mastery (Ex): a Ligamental gains a +1 bonus to attack & damage rolls on any opponent that they are in contact with, such as while grappling, performing touch attacks, or casting spells with a range of touch; this bonus does not apply if the opponent is not made of flesh (Constructs, Elementals, Fey, Oozes, Outsiders, & incorporeal Undead)

Ligamental, Large

Large Elemental (Flesh, Extraplanar)
Hit Dice: 8d8+32 (68HP)
Initiative: +3
Speed: 20’ (4 squares)
Armor Class: 15 (-1 size, +3 Dex, +3 natural); touch 12; flat-footed 12
Base Attack/Grapple: +6/+15
Attack: Slam +10 melee (2d8+5)
Full Attack: 2 Slams +10 melee (2d8+5)
Space/Reach: 10’/10’
Special Attacks: Constrict, Flesh Mastery
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 5

Saves: Fort +10, Ref +5, Will +2
Abilities: Str 20 (+5), Dex 16 (+3), Con 19 (+4), Int 6 (-2), Wis 11 (+0), Cha 11 (+0)

Skills: Listen +5, Spot +6
Feats: Cleave, Great Cleave, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 6
Treasure: N/A
Alignment: usually Neutral
Advancement: 9-15 HD (Large)

Level Adjustment: N/A

This strange creature appears to be a nearly shapeless mass of muscle tissue, linked to only a few ever-shifting bones by ropey tendons & ligaments. Vaguely slug-like, the elemental being lacks any facial features, save for two short, muscular stalks that suggest eyes.

Ligamentals, also known as Flesh Elementals, are like microcosms of the plane-body itself. These ubiquitous creatures roam the entire plane, performing various tasks that (mostly) serve to aid the plane-body. They seem to lack any internal organs & only possess a few bones for the absolute minimum of structural support; instead, they are composed almost entirely of muscular tissues, making them strong & tough.

A Large Ligamental is about 13’ across & weighs over 1,500 pounds. It speaks Corpan.

• Constrict (Ex): on a successful grapple check, a Ligamental deals 4d8+10 points of damage (20/×2 critical)
• Flesh Mastery (Ex): a Ligamental gains a +1 bonus to attack & damage rolls on any opponent that they are in contact with, such as while grappling, performing touch attacks, or casting spells with a range of touch; this bonus does not apply if the opponent is not made of flesh (Constructs, Elementals, Fey, Oozes, Outsiders, & incorporeal Undead)

Ligamental, Huge

Huge Elemental (Flesh, Extraplanar)
Hit Dice: 16d8+80 (152HP)
Initiative: +4
Speed: 30’ (6 squares)
Armor Class: 17 (-2 size, +4 Dex, +5 natural); touch 12; flat-footed 13
Base Attack/Grapple: +12/+27
Attack: Slam +17 melee (2d10+7)
Full Attack: 2 Slams +17 melee (2d10+7)
Space/Reach: 15’/15’
Special Attacks: Constrict, Flesh Mastery
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 7

Saves: Fort +15, Ref +9, Will +7
Abilities: Str 24 (+7), Dex 18 (+4), Con 21 (+5), Int 6 (-2), Wis 11 (+0), Cha 11 (+0)

Skills: Listen +11, Spot +12
Feats: Alertness, Cleave, Great Cleave, Improved Bull Rush, Iron Will, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 8
Treasure: N/A
Alignment: usually Neutral
Advancement: 17-20 HD (Huge)

Level Adjustment: N/A

This strange creature appears to be a nearly shapeless mass of muscle tissue, linked to only a few ever-shifting bones by ropey tendons & ligaments. Vaguely slug-like, the elemental being lacks any facial features, save for two short, muscular stalks that suggest eyes.

Ligamentals, also known as Flesh Elementals, are like microcosms of the plane-body itself. These ubiquitous creatures roam the entire plane, performing various tasks that (mostly) serve to aid the plane-body. They seem to lack any internal organs & only possess a few bones for the absolute minimum of structural support; instead, they are composed almost entirely of muscular tissues, making them strong & tough.

A Huge Ligamental is about 18’ across & weighs about 3 tons. It speaks Corpan.

• Constrict (Ex): on a successful grapple check, a Ligamental deals 4d10+14 points of damage (20/×2 critical)
• Flesh Mastery (Ex): a Ligamental gains a +1 bonus to attack & damage rolls on any opponent that they are in contact with, such as while grappling, performing touch attacks, or casting spells with a range of touch; this bonus does not apply if the opponent is not made of flesh (Constructs, Elementals, Fey, Oozes, Outsiders, & incorporeal Undead)

Ligamental, Greater

Huge Elemental (Flesh, Extraplanar)
Hit Dice: 21d8+105 (199HP)
Initiative: +5
Speed: 30’ (6 squares)
Armor Class: 20 (-2 size, +5 Dex, +7 natural); touch 13; flat-footed 15
Base Attack/Grapple: +15/+31
Attack: Slam +21 melee (2d10+8)
Full Attack: 2 Slams +21 melee (2d10+8)
Space/Reach: 15’/15’
Special Attacks: Constrict, Flesh Mastery
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 10, Regeneration

Saves: Fort +17, Ref +12, Will +9
Abilities: Str 26 (+8), Dex 20 (+5), Con 21 (+5), Int 8 (-1), Wis 11 (+0), Cha 11 (+0)

Skills: Listen +14, Spot +14
Feats: Alertness, Awesome Blow, Cleave, Great Cleave, Improved Bull Rush, Improved Sunder, Iron Will, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 10
Treasure: N/A
Alignment: usually Neutral
Advancement: 22-23 HD (Huge)

Level Adjustment: N/A

This strange creature appears to be a nearly shapeless mass of muscle tissue, linked to only a few ever-shifting bones by ropey tendons & ligaments. Vaguely slug-like, the elemental being lacks any facial features, save for two short, muscular stalks that suggest eyes.

Ligamentals, also known as Flesh Elementals, are like microcosms of the plane-body itself. These ubiquitous creatures roam the entire plane, performing various tasks that (mostly) serve to aid the plane-body. They seem to lack any internal organs & only possess a few bones for the absolute minimum of structural support; instead, they are composed almost entirely of muscular tissues, making them strong & tough.

A Greater Ligamental is about 24’ across & weighs almost 9 tons. It speaks Corpan.

• Constrict (Ex): on a successful grapple check, a Ligamental deals 4d10+16 points of damage (20/×2 critical)
• Flesh Mastery (Ex): a Ligamental gains a +1 bonus to attack & damage rolls on any opponent that they are in contact with, such as while grappling, performing touch attacks, or casting spells with a range of touch; this bonus does not apply if the opponent is not made of flesh (Constructs, Elementals, Fey, Oozes, Outsiders, & incorporeal Undead)
• Regeneration (Ex): fire & acid deal normal damage to a Ligamental, while all other damage is halved (50%); if a Ligamental loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated

Ligamental, Elder

Huge Elemental (Flesh, Extraplanar)
Hit Dice: 24d8+120 (228HP)
Initiative: +6
Speed: 30’ (6 squares)
Armor Class: 24 (-2 size, +6 Dex, +10 natural); touch 14; flat-footed 18
Base Attack/Grapple: +18/+35
Attack: Slam +25 melee (2d10+9, 19-20/×2 critical)
Full Attack: 2 Slams +25 melee (2d10+9, 19-20/×2 critical)
Space/Reach: 15’/15’
Special Attacks: Constrict, Flesh Mastery
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 10, Regeneration

Saves: Fort +19, Ref +14, Will +10
Abilities: Str 28 (+9), Dex 22 (+6), Con 21 (+5), Int 10 (+0), Wis 11 (+0), Cha 11 (+0)

Skills: Listen +29, Spot +29
Feats: Alertness, Awesome Blow, Cleave, Great Cleave, Improved Bull Rush, Improved Critical (Slam), Improved Sunder, Iron Will, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 12
Treasure: N/A
Alignment: usually Neutral
Advancement: 25-48 HD (Huge)

Level Adjustment: N/A

This strange creature appears to be a nearly shapeless mass of muscle tissue, linked to only a few ever-shifting bones by ropey tendons & ligaments. Vaguely slug-like, the elemental being lacks any facial features, save for two short, muscular stalks that suggest eyes.

Ligamentals, also known as Flesh Elementals, are like microcosms of the plane-body itself. These ubiquitous creatures roam the entire plane, performing various tasks that (mostly) serve to aid the plane-body. They seem to lack any internal organs & only possess a few bones for the absolute minimum of structural support; instead, they are composed almost entirely of muscular tissues, making them strong & tough.

An Elder Ligamental is about 32’ across & weighs over 15 tons. It speaks Corpan & (sometimes) Common.

• Constrict (Ex): on a successful grapple check, a Ligamental deals 4d10+18 points of damage (20/×2 critical)
• Flesh Mastery (Ex): a Ligamental gains a +1 bonus to attack & damage rolls on any opponent that they are in contact with, such as while grappling, performing touch attacks, or casting spells with a range of touch; this bonus does not apply if the opponent is not made of flesh (Constructs, Elementals, Fey, Oozes, Outsiders, & incorporeal Undead)
• Regeneration (Ex): fire & acid deal normal damage to a Ligamental, while all other damage is halved (50%); if a Ligamental loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated

Mightochondrion

Medium Ooze (Flesh, Extraplanar)

Hit Dice: 7d10+14 (52HP)

Initiative: -3
Speed: 20’ (4 squares), Climb 20’ (4 squares), Swim 40’ (8 squares)

Armor Class: 7 (-3 Dex); touch 7; flat-footed 7
Base Attack/Grapple: +5/+11
Attack: Slam +11 melee (1d6+6 plus 1d6 electrical)

Full Attack: Slam +11 melee (1d6+6 plus 1d6 electrical)

Space/Reach: 5’/5’
Special Attacks: Generate Power, Stunning Shock
Special Qualities: Absorb Energy, Blindsense 60’, Fast Healing 1, Nullify Disease, Nullify Poison, Ooze traits

Saves: Fort +4, Ref -1, Will -3
Abilities: Str 22 (+6), Dex 5 (-3), Con 14 (+2), Int -- (+0), Wis 1 (-5), Cha 1 (-5)

Skills: N/A
Feats: N/A
Environment: Elemental Plane of Flesh
Organization: solitary, pair, or eve (3-6)

Challenge Rating: 5
Treasure: N/A
Alignment: always Neutral
Advancement: 8-10 HD (Medium); 11-15 (Large), 16-20 HD (Huge)

Level Adjustment: N/A

This ellipsoid entity has a smooth translucent outer surface, underneath which is a wrinkled inner surface. In the center of the pill-shaped being is a gelatinous matrix of fluidic material, with thousands of tiny motes floating around. Some of these motes are dark & static, while others seem to pulse with a brilliant energy.

Mightochondria are the power plants that run the Flesh Plane. These mindless creatures generate the energy that keeps the myriad Cell Blocks that make up the plane-body alive. They travel throughout the plane, going where they are needed, healing & removing ailments from sick or injured creatures. Without these tireless powerhouses, the Elemental Plane of Flesh could not survive.

A Mightochondrion is about 4’ long & weighs about 80 pounds. Being mindless, it speaks no language.

• Generate Power (Su): once every 1d4 rounds, a Mightochondrion can infuse other beings with positive energy, healing 1d6 hit points of damage to 1 creature per Hit Die; this ability inflicts undead with 1d6 points of damage
• Stunning Shock (Ex): once per round, a Mightochondrion can deliver an electrical shock to a single opponent within 20’; this attack deals 2d6+12 points of electricity damage to living opponents; Reflex save (DC12) for half damage
• Absorb Energy (Ex): all electricity- & fire-based damage heals a Mightochondrion instead of harming them
• Blindsense (Ex): a Mightochondrion notices & locates creatures within 60’; opponents still have total concealment (50% miss chance) against a creature with Blindsense
• Nullify Disease (Su): a Mightochondrion can neutralize all diseases within any living being that it is in contact with, negating any further ability damage/drain; this is identical to a remove disease spell cast by a 7^th level caster; a successful touch attack is required to produce this effect
• Nullify Poison (Su): a Mightochondrion can neutralize all poisons within any living being that it is in contact with, negating any further ability damage/drain; this is identical to a neutralize poison spell cast by a 7^th level caster; a successful touch attack is required to produce this effect

Node, Dermal

Gargantuan Elemental (Flesh, Extraplanar)
Hit Dice: 12d8+24 (78HP)
Initiative: +2
Speed: 20’ (4 squares), Fly 40’ (8 squares, poor maneuverability)
Armor Class: 18 (-4 size, +2 Dex, +10 natural); touch 8; flat-footed 16
Base Attack/Grapple: +9/+29
Attack: Skin Slap +13 melee (2d8+8)
Full Attack: 2 Skin Slaps +13 melee (2d8+8)
Space/Reach: 20’/20’
Special Attacks: Constrict, Improved Grab, Long Reach
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 2, Regeneration

Saves: Fort +6, Ref +10, Will +4
Abilities: Str 26 (+8), Dex 14 (+2), Con 14 (+2), Int 4 (-3), Wis 11 (+0), Cha 11 (+0)

Skills: Balance +7, Jump +14, Tumble +9
Feats: Acrobatic, Dodge, Mobility, Skill Focus: Jump, Spring Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 9
Treasure: N/A
Alignment: usually Lawful Neutral
Advancement: 13-15 HD (Gargantuan), 16-20 HP (Colossal)

Level Adjustment: N/A

This titanic being looks like nothing more than a giant wadded-up ball of skin; its many fleshy flaps folded into a tightly-packed ball. Multiple tentacular limbs are formed by rolled up dermal sheets. The creature rolls forward, tightening & relaxing at will.

Dermal Nodes are like living skin grafts. They travel to the site of a major injury to the plane-body & cover it with their bodies, protecting the area until repairs can be made. When not used for that specific purpose, Dermal Nodes travel the airy pockets & cavities of the plane-body, defending the plane from unwanted intrusions. They are known to block interplanar portals with their own bodies, attacking anything that approaches from the other side.

A Dermal Node is about 48’ across & weighs about 32 tons. It speaks Corpan, but not much.

• Constrict (Ex): on a successful grapple check, a Dermal Node deals 2d8+8 points of damage; constricting uses the entire body of the creature, so it cannot take any move actions while constricting
• Improved Grab (Ex): to use this ability, a Dermal Node must hit with a Skin Slap attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Constrict
• Long Reach (Ex): a Dermal Node can lash out with its Skin Slap attack once every 1d4-1 rounds (minimum 1), hitting opponents up to 30’ away (NOTE: it may also hit opponents that are less than 30’ away at no penalty, if it chooses); this attack is identical in all other respects to the normal Skin Slap attack
• Regeneration (Ex): fire & acid deal normal damage to a Dermal Node, while all other damage is halved (50%); if a Dermal Node loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated

Node, Ganglial

Gargantuan Elemental (Flesh, Extraplanar)

Hit Dice: 12d8+60 (114HP)
Initiative: -5
Speed: 15’ (3 squares)
Armor Class: 11 (-4 size, -5 Dex, +10 natural); touch 1; flat-footed 11
Base Attack/Grapple: +9/+19
Attack: Tentacle +3 melee (2d8-2)
Full Attack: Tentacle +3 melee (2d8-2)
Space/Reach: 20’/20’
Special Attacks: Improved Grab, Long Reach, Mind Blast, Mind Drain
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 2, Regeneration, Telepathy

Saves: Fort +9, Ref +3, Will +8
Abilities: Str 6 (-2), Dex 1 (-5), Con 20 (+5), Int 22 (+6), Wis 14 (+2), Cha 18 (+4)

Skills: Bluff +10, Concentration +11, Diplomacy +18, Gather Information +21, Intimidate +16, Knowledge: Arcana +14, Knowledge: Geography +16, Knowledge: History +12, Knowledge: Local +15, Knowledge: Nature +13, Knowledge: Religion +11, Knowledge: The Planes +17, Search +17, Sense Motive +12, Spellcraft +16
Feats: Investigator, Iron Will, Leadership, Negotiator, Persuasive
Environment: Elemental Plane of Flesh
Organization: solitary, pair, cluster (3-12) or series (13-30)
Challenge Rating: 9
Treasure: N/A
Alignment: often Lawful Neutral
Advancement: 13-15 HD (Gargantuan), 16-20 HP (Colossal)

Level Adjustment: N/A

Here stands an enormous brain-like creature, a great spheroid of spongy gray cerebral tissue, standing atop a cluster of thick branching tentacles, which look like nerve fibers. The brainy core is fissured by deep crevices, from which an eerie blue light glows.

Many scholars assert that the Ganglial Nodes are the directing intelligence on the Flesh Plane, the governing force that drives the plane-body & organizes its many processes & functions. The minority view is that a hitherto-undiscovered over-mind actually controls the activities on this plane, presumably for some unknown (some say sinister) purpose.

Regardless of this debate, it is a fact that the Ganglial Nodes are key processors of information. Data gathered by Occulo Organelles is given to Neuro Organelles (see both below), which relay it in turn to the Ganglial Nodes. Highly intelligent & social beings, they often congregate together & trade information back & forth. They also use their leadership skills to direct the actions of lesser natives of the Flesh Plane (which, in their minds, included everything else).

A Ganglial Node is about 40’ across & weighs about 24 tons. It speaks Corpan, other elemental languages, & Common.

• Improved Grab (Ex): to use this ability, a Ganglial Node must hit with a Tentacle attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Mind Drain
• Long Reach (Ex): a Ganglial Node can lash out with its Tentacle attack once every 1d4-1 rounds (minimum 1), hitting opponents up to 30’ away (NOTE: it may also hit opponents that are less than 30’ away at no penalty, if it chooses); this attack is identical in all other respects to the normal Tentacle attack
• Mind Blast (Ex): a Ganglial Node can emit a 40’ cone of psychic energy, once every 1d4+1 rounds, all living creatures caught within this effect must make a Will save (DC18) or suffer 1d4 Intelligence damage & become dazed for 1 round
• Mind Drain (Ex): a Ganglial Node that has grappled its opponent deals 1d4-1 points of Intelligence damage & 1d4-1 points of Wisdom damage; the Ganglial Node will then release the opponent, as it cannot absorb any more mental energy from that victim for 24 hours; the Ganglial Node adds all ability damage dealt by this attack to its own ability scores for 1d6+4 minutes
• Regeneration (Ex): fire & acid deal normal damage to a Ganglial Node, while all other damage is halved (50%); if a Dermal Node loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated
• Telepathy (Su): a Ganglial Node can communicate with any living being that it is in contact with; this is identical to a telepathic bond spell cast by a 12^th level caster; a successful touch attack is required to establish contact

Node, Muscular

Colossal Elemental (Flesh, Extraplanar)

Hit Dice: 15d8+120 (187HP)
Initiative: +2
Speed: 30’ (6 squares), Climb 30’ (6 squares)
Armor Class: 19 (-8 size, +2 Dex, +15 natural); touch 4; flat-footed 17
Base Attack/Grapple: +11/+47
Attack: Slam +23 melee (4d6+20)
Full Attack: 2 Slams +23 melee (4d6+20)
Space/Reach: 30’/25’
Special Attacks: Improved Grab, Throw
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 2, Regeneration

Saves: Fort +13, Ref +11, Will +5
Abilities: Str 50 (+20), Dex 14 (+2), Con 26 (+8), Int 4 (-3), Wis 11 (+0), Cha 11 (+0)

Skills: Climb +26, Jump +23, Tumble +11
Feats: Awesome Blow, Cleave, Great Cleave, Improved Bull Rush, Improved Overrun, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 14
Treasure: N/A
Alignment: usually Lawful Neutral
Advancement: 16-20 HP (Colossal)

Level Adjustment: N/A

A towering monstrosity of muscle & sinew, this creature is vaguely shaped like a mighty ape. The entire surrounding area shakes & quivers with each step of this dull, hulking beast. Its skinless body pulses with barely-contained physical power.

The larger cousins of the Ligamentals, these colossal beasts are the literal movers & shakers of the Flesh Plane. Their function is to lift, push & haul around objects that are too large for anything else in the plane-body to handle.

The simian body of a Muscular Node lacks skin, bones, & any normal bodily organs. It is composed entirely of muscle tissue &, as such, is frighteningly strong. Their vigor & stamina are virtually unparalleled, but their wits are almost nonexistent, so they mostly just wander aimlessly unless ordered around by other (more wise) native elementals.

A Muscular Node is about 80’ across & weighs about 150 tons. It speaks Corpan, but not much.

• Improved Grab (Ex): to use this ability, a Muscular Node must hit with a Slam attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Throw
• Throw (Ex): a Muscular Node can throw any creature (up to Huge size) it has successfully grappled; the thrown creature takes damage upon landing equal to (the falling damage + 10’) + a Muscular Node’s Strength modifier (+20); a Muscular Node will lift a grappled creature (1d4×5’) + 20’ above the ground before throwing
• Regeneration (Ex): fire & acid deal normal damage to a Muscular Node, while all other damage is halved (50%); if a Muscular Node loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated

Node, Osseous

Colossal Elemental (Flesh, Extraplanar)

Hit Dice: 14d8+42 (105HP)
Initiative: +4
Speed: 30’ (6 squares), Burrow 10’ (2 squares)
Armor Class: 16 (-8 size, +4 Dex, +10 natural); touch 6; flat-footed 12
Base Attack/Grapple: +10/+35
Attack: Bone Tentacle +11 melee (4d6+9)
Full Attack: 2 Bone Tentacles +11 melee (4d6+9)
Space/Reach: 30’/25’
Special Attacks: Bone Tentacle, Long Reach, Spawn Skeletons, Trample
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 2, Regeneration

Saves: Fort +7, Ref +13, Will +5
Abilities: Str 28 (+9), Dex 18 (+4), Con 16 (+3), Int 4 (-3), Wis 13 (+1), Cha 9 (-9)

Skills: Balance +11, Jump +12, Tumble +11
Feats: Awesome Blow, Cleave, Great Cleave, Improved Bull Rush, Improved Overrun, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 12
Treasure: N/A
Alignment: usually Lawful Neutral
Advancement: 15-18 HP (Colossal)

Level Adjustment: N/A

An orb of bones about the size of a large building rolls forward on its own momentum. The bones are of every conceivable size & shape; teeth, femurs, ribs, pelvises, & skulls all roll around each other, held in place by only the barest of sinews. Tail-like columns of vertebrae occasionally whip out like tentacles from the central mass.

The largest of all the native creatures on the Flesh Plane, the Osseous Node is a strange being. Basically an immense ball of bones in all shapes & sizes, an Osseous Node can rearrange its connective ligaments to reconfigure itself into any number of useful shapes. It can be a sphere (its default form), or a pillar, or a quadruped, or a biped, or any other configuration that it would find useful (although the statistics for the being remain basically the same).

The larger cousins of the Skelementals, the Osseous Nodes exist for just such a purpose: to lend temporary structural support to various parts of the plane-body. They travel to a site that needs to be shored up for what ever reason, be it for growth, for repairs, or for some transformative intent, & they conform to what ever shape is necessary to facilitate supporting the area.

An Osseous Node is about 100’ across & weighs about 130 tons. It speaks Corpan, but not much.

• Bone Tentacle (Ex): an Osseous Node can deal either bludgeoning, piercing or slashing damage with its Bone Tentacle attack, as chosen by the Node prior to each attack; the creature gains no special insight into which damage type it should use
• Long Reach (Ex): an Osseous Node can lash out with its Bone Tentacle attack once every 1d4-1 rounds (minimum 1), hitting opponents up to 35’ away (NOTE: it may also hit opponents that are less than 35’ away at no penalty, if it chooses); this attack is identical in all other respects to the normal Bone Tentacle attack
• Spawn Skeletons (Ex): once per day, an Osseous Node can create skeletons from its one bones as a full round action; it can create 1 Huge, 2 Large, 4 Medium, or 8 Small or smaller skeletons at a time; these skeletons serve the Osseous Node for 1 hour before being reabsorbed into the Node
• Trample (Ex): an Osseous Node can trample opponents up to Huge size, dealing 4d6+9 points of damage; Reflex save (DC25) for half damage
• Regeneration (Ex): cold & acid deal normal damage to an Osseous Node, while all other damage is halved (50%); if an Osseous Node loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated

Organelle, Cardio

Huge Elemental (Flesh, Extraplanar)

Hit Dice: 12d8+48 (102HP)
Initiative: -2
Speed: 20’ (4 squares)
Armor Class: 16 (-2 size, -2 Dex, +10 natural); touch 6; flat-footed 16
Base Attack/Grapple: +9/+25
Attack: Tentacle +15 melee (2d6+8)
Full Attack: 2 Tentacles +15 melee (2d6+8)
Space/Reach: 15’/15’
Special Attacks: Blood Drain, Blood Fever, Improved Grab
Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 1, Regeneration, Transfusion

Saves: Fort +11, Ref +1, Will +4
Abilities: Str 27 (+8), Dex 7 (-2), Con 19 (+4), Int 2 (-4), Wis 13 (+1), Cha 11 (+0)

Skills: Jump +9, Listen +8, Spot +8
Feats: Awesome Blow, Endurance, Improved Bull Rush, Improved Overrun, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 7
Treasure: N/A
Alignment: always Neutral
Advancement: 13-15 HD (Huge), 16-20 (Gargantuan), 21-30 (Colossal)

Level Adjustment: N/A

Supported by a number of hollow tentacles, a bizarre creature in the shape of a beating heart approaches. Its multiple chambers rhythmically throb in a constant & hypnotic fashion. No apparent sensory organs or other facial features can be seen.

A Cardio Organelle is precisely what it appears to be: an ambulatory heart, larger than an elephant. Although they are often connected to the Red Flow, which they help regulate, they are sometimes encountered traveling between tunnels, looking for a place where their unique blood-pumping skills are needed.

The tubes that they use to intake & expel blood are the very same tubes that they use for walking; they merely seal the ends, & they become serviceable tentacles. Their large, roughly spherical body lacks any major features other than the tentacles, & the creature’s core houses a four-chambered heart (2 atriums & 2 ventricles, just like a human heart).

A Cardio Organelle is about 20’ across & weighs about 7 tons. It speaks no language, but it understands some Corpan.

• Blood Drain (Ex): a Cardio Organelle that has successfully grappled an opponent deals 1 point of Constitution damage per round; the Cardio Organelle adds all Constitution damage dealt by this attack to its own Constitution score for 24 hours
• Blood Fever (Ex): once every 1d4+1 rounds, a Cardio Organelle can inflict an excited state in an opponent with a successful touch attack; this effect is randomly either: confused, panicked, or a rage-like condition (+2 bonus to Strength, a +2 bonus to Constitution, and a +2 morale bonus on Will saves, -2 penalty to AC, cannot use spells, patient skills/feats)
• Improved Grab (Ex): to use this ability, a Cardio Organelle must hit with a Slam attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Blood Drain
• Regeneration (Ex): fire & electricity deal normal damage to a Cardio Organelle, while all other damage is halved (50%); if a Cardio Organelle loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated
• Transfusion (Ex): a Cardio Organelle can transfer any temporary bonus to its Constitution score (such as what is gained via Blood Drain) to any living creature it desires with a successful touch attack; these bonus points last for 24 hours, & can be distributed among as many creatures as the Cardio Organelle desires

Organelle, Gastro

Huge Elemental (Flesh, Extraplanar)
Hit Dice: 9d8+45 (85HP)
Initiative: -1
Speed: 20’ (4 squares)
Armor Class: 14 (-2 size, -1 Dex, +7 natural); touch 7; flat-footed 14
Base Attack/Grapple: +6/+20
Attack: Slam +10 melee (2d6+6)
Full Attack: Slam +10 melee (2d6+6) & Bite +5 melee (1d6+3)
Space/Reach: 15’/15’
Special Attacks: Acid Spray, Improved Grab, Swallow Whole
Special Qualities: Acid Immunity, Darkvision 60’, Elemental traits, Fast Healing 1, Regeneration

Saves: Fort +8, Ref +5, Will +4
Abilities: Str 23 (+6), Dex 9 (-1), Con 21 (+5), Int 2 (-4), Wis 13 (+1), Cha 9 (-1)

Skills: Jump +8, Listen +5, Spot +7
Feats: Cleave, Great Cleave, Improved Sunder, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 6
Treasure: N/A
Alignment: always Neutral
Advancement: 10-12 HD (Huge)

Level Adjustment: N/A

This bloated abomination looks like an ovoid sack of sickly pink leather, tapering to muscular tubes at both ends. The forward tube is capped by a toothless maw, which drips with caustic ichors, while the rear end is only a stumpy, puckering tail. The entire creature flops & rolls awkwardly on its swollen belly.

The Gastro Organelle is a cousin of the Alimental (see above), with is similar is size, but a great deal more complex in form. Mostly hollow, the Organelle is almost entirely composed of a stomach-like bladder, which expands & contracts using strong muscular bands to move about, as well as to mash up its meals.

These beings travel within the plane-body, gobbling up foreign material, dead Cell Blocks, & any other easily-consumed foodstuffs. Once they have digested their prey with their potent acids, they excrete a rich fertilizer, which Cell Blocks feed upon in turn.

A Gastro Organelle is about 22’ across & weighs about 1½ tons. It speaks no language, but it understands some Corpan.

• Acid Spray (Ex): a Gastro Organelle can emit a 40’ cone of acid (2d6 damage, Reflex save DC15 for half damage) every 1d4+2 rounds
• Improved Grab (Ex): to use this ability, a Gastro Organelle must hit with a Bite attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Swallow Whole
• Swallow Whole (Ex): a Gastro Organelle can try to swallow a grabbed opponent of Large or smaller size by making a successful grapple check; once inside, the opponent takes 2d6+6 points of crushing damage plus 2d6 points of acid damage per round from a Gastro Organelle’s digestive juices; a swallowed creature can cut its way out by dealing 28 points of damage to a Gastro Organelle’s digestive tract (AC15); once the creature exits, muscular action closes the hole; another swallowed opponent must cut its own way out; a Gastro Organelle’s gullet can hold 1 Large, 2 Medium, 4 Small, or 8 Tiny or smaller creatures
• Regeneration (Ex): fire & electricity deal normal damage to a Gastro Organelle, while all other damage is halved (50%); if a Gastro Organelle loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated

Organelle, Hemo

Huge Elemental (Flesh, Extraplanar)

Hit Dice: 8d8+24 (60HP)

Initiative: +2
Speed: 20’ (4 squares), Swim 20’ (4 squares)

Armor Class: 15 (-2 size, +2 Dex, +5 natural); touch 10; flat-footed 13
Base Attack/Grapple: +6/+19
Attack: Slam +9 melee (2d6+5)

Full Attack: 2 Slams +9 melee (2d6+5)

Space/Reach: 15’/15’
Special Attacks: Arterial Spray, Blood Bath

Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 1, Regeneration

Saves: Fort +5, Ref +8, Will +1
Abilities: Str 21 (+5), Dex 14 (+2), Con 17 (+3), Int 2 (-4), Wis 9 (-1), Cha 13 (+1)

Skills: Jump +6, Listen +4, Spot +4
Feats: Dodge, Mobility, Spring Attack
Environment: Elemental Plane of Flesh
Organization: solitary, pair, clot (3-12) or scab (13-30)

Challenge Rating: 8
Treasure: N/A
Alignment: always Neutral
Advancement: 9-11 HD (Huge)

Level Adjustment: N/A

Floating in the fluid of the Red Flow is a nearly-toroidal body. Shaped like a disk, with swollen edges, the thing is the color of a fresh scab. It seems to move with as if it were alive.

A strange, featureless, limbless being, the creature is known as a Hemo Organelle. It is responsible for carrying the lifeblood that feeds most of the plane-body’s constituent Cell Blocks. It travels through the Red Flow, delivering blood to areas that are in need of sustenance. Nearly completely hollow, a single Hemo Organelle can hold thousands of gallons of blood at a time.

A Hemo Organelle is about 16’ across & weighs about 2½ tons (when fully engorged with blood). It speaks no language, but it understands some Corpan.

• Arterial Spray (Ex): every 1d6+2 rounds, a Hemo Organelle can emit a 30’ cone of acidic blood (2d6+5 acid damage, Reflex save (DC15) for half damage); creatures that fail the saving throw are also pushed back 5’ & knocked prone; the save DC is Strength-based
• Blood Bath (Ex): once per round, a Hemo Organelle can perform a special touch attack on a living opponent; its touch causes the target’s body to expel a portion of its on blood via its pores, which is drawn into the Hemo Organelle, dealing 1d4 points of Constitution damage & giving it an equal number of temporary hit points (lasting 24 hours)
• Regeneration (Ex): fire & electricity deal normal damage to a Hemo Organelle, while all other damage is halved (50%); if a Hemo Organelle loses a limb or other body part, the lost portion regrows in 1d8+2 rounds; critical hits cannot be regenerated

Organelle, Neuro

Medium Elemental (Flesh, Extraplanar)

Hit Dice: 5d8+5 (27HP)

Initiative: +3
Speed: 50’ (10 squares)

Armor Class: 13 (+3 Dex); touch 13; flat-footed 10
Base Attack/Grapple: +3/+1
Attack: Tentacle +1 melee (1d6-2)

Full Attack: Tentacle +1 melee (1d6-2)

Space/Reach: 5’/5’
Special Attacks: Mind Whip

Special Qualities: Darkvision 60’, Elemental traits, Fast Healing 1, Telepathy

Saves: Fort +2, Ref +8, Will +2
Abilities: Str 7 (-2), Dex 16 (+3), Con 12 (+1), Int 4 (-3), Wis 9 (-1), Cha 13 (+1)

Skills: Balance +5, Diplomacy +3, Intimidate +3, Jump +2, Tumble +5
Feats: Iron Will, Run
Environment: Elemental Plane of Flesh
Organization: solitary, pair, bundle (3-12) or cluster (13-30)
Challenge Rating: 5
Treasure: N/A
Alignment: usually Lawful Neutral
Advancement: 6-8 HD (Medium)

Level Adjustment: N/A

There stands a bizarre figure, about as tall as a full-grown man. Its boneless body is a translucent grayish-teal in color, with magenta wires inside. It is impossibly thin, with a torso (if one could call it that) only about as thick as a lady’s wrist. The being’s limbs are merely slender whip-like tentacles, & so it its “head.” It lacks any facial features.

A creature composed entirely of nerve fibers, the Neuro Organelle is the primary messenger & information broker on the Flesh Plane. Adept at receiving & transmitting data quickly & safely, they serve as the emissaries for the Ganglial Nodes (& some say, higher powers).

Somewhat ineffective combatants, Neuro Organelles would rather run from a fight. With their great speed & agility, they are able to dodge & evade most battles before they start.

Unlike most Organelles, Neuros often gather together in impromptu assemblies, usually for the purpose of sharing important information. These gatherings don’t typically last very long, as most are engaged in other business, & they are efficient communicators.

A Neuro Organelle is about 6’ tall & weighs about 60 pounds. It speaks Corpan, but not much.

• Mind Whip (Ex): once per round, a Neuro Organelle can, as a standard action, strike an opponent with its Tentacle attack & deal an additional 1d2 points of Intelligence damage & 1d2 points of Wisdom damage; a successful Will save (DC18) negates this ability damage, but not the Tentacle’s normal attack damage
• Telepathy (Su): a Neuro Organelle can communicate with any living being that it is in contact with; this is identical to a telepathic bond spell cast by a 10^th level caster; a successful touch attack is required to establish contact

Organelle, Occulo

Medium Elemental (Flesh, Extraplanar)

Hit Dice: 4d8+8 (26HP)

Initiative: +2
Speed: 30’ (6 squares)

Armor Class: 14 (+2 Dex, +2 natural); touch 12; flat-footed 12
Base Attack/Grapple: +3/+2
Attack: Tentacle +2 melee (1d6-1)

Full Attack: Tentacle +2 melee (1d6-1)

Space/Reach: 5’/5’
Special Attacks: Gaze

Special Qualities: Elemental traits, Fast Healing 1, Immunities, Keen Senses, Telepathy

Saves: Fort +3, Ref +7, Will +4
Abilities: Str 9 (-1), Dex 14 (+2), Con 15 (+2), Int 3 (-4), Wis 17 (+3), Cha 9 (-1)

Skills: Listen +10, Search +8, Spot +11, Survival +3 (Tracking +7*)

Feats: Alertness, Skill Focus: Search
Environment: Elemental Plane of Flesh
Organization: solitary or pair
Challenge Rating: 4
Treasure: N/A
Alignment: usually Lawful Neutral
Advancement: 5-6 HD (Medium)

Level Adjustment: N/A

Standing on a number of ropey pink tentacles is what appears to be a gigantic eyeball. This white orb is as wide as the average shield, almost perfectly round, & streaked by thin red blood vessels. In its front is an iris the size of a grown man’s hand, with a pupil as dark & as all-encompassing as the deepest chasm in the world.

The literal eyes of the Flesh Plane, these simple creatures make very effective scouts & spies. They travel throughout the plane-body, watching & listen to everything that they come across, then giving their collected sensory data to the Neuro Organelles or directly to the Ganglial Nodes. This role of theirs means that they are seldom trusted or welcome by other creatures on the plane, even by members of their own kind or those who work with them, as one never knows to whom they will be reporting next.

As they are not great fighters, their preferred tactic on the battlefield is to stun opponents with their gaze attack, & then use that bought time to run away. They often use their keen senses to detect threats arriving from far away, so as to avoid unnecessary conflicts.

An Occulo Organelle is about 4’ tall & weighs about 150 pounds. It speaks Corpan, but not much & just barely.

• Paralyzing Gaze (Su): an Occulo Organelle can paralyze any living sighted creature with a 30’ gaze attack; this paralysis last for 1d6 rounds; a successful Fortitude save (DC13) negates; the save DC is Wisdom-based
• Immunities: an Occulo Organelle is immune to being blinded or dazzled
• Keen Senses (Ex): an Occulo Organelle sees 4× as well as a human in shadowy illumination & twice as well in normal light; it also has Darkvision out to 120’
• Telepathy (Su): a Occulo Organelle can communicate with any living being that it is in contact with; this is identical to a telepathic bond spell cast by a 10^th level caster; a successful touch attack is required to establish contact
• Skills: a Occulo Organelle has a +4 racial bonus to all Listen checks, Search checks, Spot checks, & Survival checks involving the Track ability (reflected in the statistics above)

Organelle, Respero

Large Elemental (Flesh, Extraplanar)

Hit Dice: 7d8+28 (59HP)

Initiative: -1
Speed: Fly 10’ (2 squares, poor maneuverability)

Armor Class: 11 (-1 size, -1 Dex, +3 natural); touch 8; flat-footed 11
Base Attack/Grapple: +5/+12
Attack: Slam +7 melee (1d8+3)

Full Attack: 2 Slams +7 melee (1d8+3)

Space/Reach: 10’/10’
Special Attacks: Blown Away, Shriek, Vacuum

Special Qualities: Elemental traits, Fast Healing 1, Generate Air, Immunities

Saves: Fort +6, Ref +4, Will +5
Abilities: Str 17 (+3), Dex 8 (-1), Con 19 (+4), Int 2 (-4), Wis 13 (+1), Cha 9 (-1)

Skills: Concentration +7, Jump +5, Listen +4, Survival +3
Feats: Cleave, Great Cleave, Hover^B, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary or pair
Challenge Rating: 6
Treasure: N/A
Alignment: usually Lawful Neutral
Advancement: 8-10 HD (Large)

Level Adjustment: N/A

A large lumpy being which tapers slightly towards the top, made of pink spongy-looking flesh, floats several feet above the ground. Near the top of the creature, on its front side, is a ribbed tube of rigid material, which ends in a wheezing, whispering mouth. Inflating & deflating at a constant tempo, the sack-shaped thing slowly hovers forward.

Respero Organelles are simple creatures. Little more than bags of air, these floating animated lungs are responsible for the many small pockets of air found in the plane-body. Their actual function is merely to oxygenate the Flesh Plane’s blood, but their slow speed & dull wits usually lead them to stay in the same area, continually pumping air into the area until it expands into a pocket.

These pockets get covered by skin (via Dermal Nodes, see above) in order to protect the plane-body’s delicate tissues. Thusly, this creates bizarre landscapes of fleshy caverns that can span for miles, punctuated by the tunnels of the Red Flow, parasitic growths, patches of scaly skin, & cyclopean limbs jutting forth from the walls & floor.

Not being particularly skilled or agile combatants, they tend to use straightforward tactics in combat. They sometimes try to ram opponents with their plump bodies, & will often attempt to pin them in this manner as well. Their most common attacks, though, are with their breath which has a number of offensive capabilities.

A Respero Organelle is about 16’ across & weighs about 500 pounds. It speaks no language, but it understands some Corpan.

• Blown Away (Ex): every 1d4+1 rounds, a Respero Organelle can emit a 30’ cone of wind (1d8+3 wind damage, Reflex save (DC13) for half damage); creatures that fail the saving throw are also pushed back 5’ & knocked prone; the save DC is Strength-based
• Shriek (Ex): every 1d6+4 rounds, a Respero Organelle can emit a piercing scream; all living creatures within 30’ must succeed a Fortitude save (DC18) or take 1d4 sonic damage & be dazed for 1 round
• Vacuum (Ex): a Respero Organelle that has successfully grappled a living opponent can suck the air out of the victim’s lungs; this attack deals 1 point of Constitution damage per round; in addition, the grappled creature cannot breathe (see Drowning or Suffocation rules in the DMG)
• Generate Air (Su): a Respero Organelle can create as much air as it wants to, given enough time; this is a free action usable once per round; identical to a bottle of air’s effect
• Immunities: a Respero Organelle cannot drown or suffocate; in addition, it is immune to all wind- & sonic-based damage & effects

Paramind

Medium Elemental (Flesh, Extraplanar)

Hit Dice: 6d8+6 (33HP)

Initiative: +4
Speed: 30’ (6 squares)

Armor Class: 16 (+4 Dex, +2 natural); touch 14; flat-footed 12
Base Attack/Grapple: +4/+5
Attack: Tentacle +5 melee (1d6+1 plus Energy Drain)

Full Attack: Tentacle +5 melee (1d6+1 plus Energy Drain)

Space/Reach: 5’/5’
Special Attacks: Energy Drain

Special Qualities: Command Parasight, Elemental traits, Fast Healing 1, Spawn Parasight

Saves: Fort +4, Ref +9, Will +4
Abilities: Str 12 (+1), Dex 18 (+4), Con 10 (+0), Int 20 (+5), Wis 14 (+2), Cha 16 (+3)

Skills: Bluff +6, Diplomacy +10, Intimidate +8, Knowledge: Arcana +8, Knowledge: Geography +7, Knowledge: Local +8, Knowledge: Nature +8, Knowledge: The Planes +7, Listen +5, Search +6, Sense Motive +5, Spot +4
Feats: Great Fortitude, Improved Toughness, Persuasive
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 7
Treasure: standard
Alignment: usually Lawful Evil
Advancement: 7-9 HD (Medium), 10-12 HD (Large)

Level Adjustment: N/A

A pale, gaunt figure stands there, an imperious expression on its alien face. Its opaque white eyes glow with what seems like pure malevolence as it scans the area, taking in its terrain. In place of each arm is a pair of slim tentacles.

Lords of the bloodsucking Parasights, the Paraminds are as brilliant as they are ruthless. Quite literally masterminds, these eerie beings are prone to arrogance & delusions of grandeur. Like the Parasights, they skulk about the dark regions of the Flesh Plane, feeding off the plane-body for a time, & then wandering elsewhere before they can be found & eliminated. Their greatest power lies in their ability to spawn & command multiple Parasights, often creating hordes of loyal servants.

A Paramind’s body looks a lot like a Doppelganger’s natural form: pale grayish skin with a rubbery texture, white pupil-less eyes, small mouth, & a complete lack of hair. They do not wear any clothing unless it is necessary for their survival. Paraminds differ from the Doppelgangers due to their greater height, tentacular arms & violet cast to their grayish flesh. Various scholars have speculated that they may have some relation to Mind Flayers.

A Paramind is nearly 7’ tall & weighs about 150 pounds. It speaks Corpan, other elemental languages, & Common.

• Energy Drain (Su): any living creature hit by a Paramind’s Tentacle attack gains 1 negative level; the DC is 20 for the Fortitude save to remove a negative level; the save DC is Intelligence-based; for each such negative level bestowed, the Paramind gains 5 temporary hit points, which last 24 hours; this ability cannot be used against Parasights
• Command Parasight (Su): a Paramind can direct the actions of all Parasights that it has spawned within range (180’, or 36 squares); this ability operates identically to a dominate monster spell performed by a caster with a level equal to the Paramind’s Hit Dice ×2, only it functions on all Parasights in range
• Spawn Parasight (Ex): a Paramind has the ability to spawn tiny offspring (see Parasight, below); it can spawn 1 of these creatures every 1d4+4 hours while resting

Parasight

Tiny Elemental (Flesh, Extraplanar)

Hit Dice: ½d8-1 (1HP)

Initiative: +5
Speed: 30’ (6 squares), Fly 40’ (8 squares, perfect maneuverability)

Armor Class: 19 (+2 size, +5 Dex, +2 natural); touch 17; flat-footed 14
Base Attack/Grapple: +0/-11
Attack: Tentacle -1 melee (1d3-3 plus Energy Drain)

Full Attack: Tentacle -1 melee (1d3-3 plus Energy Drain)

Space/Reach: 2½’/0’
Special Attacks: Energy Drain, Improved Grab

Special Qualities: Elemental traits, Fast Healing 1, Rapid Growth

Saves: Fort -1, Ref +7, Will +0
Abilities: Str 4 (-3), Dex 20 (+5), Con 8 (-1), Int -- (+0), Wis 11 (+0), Cha 11 (+0)

Skills: N/A
Feats: N/A
Environment: Elemental Plane of Flesh
Organization: solitary, spawn (2-8), brood (9-20), or infestation (21-50)

Challenge Rating: 2
Treasure: N/A
Alignment: always Neutral
Advancement: 1 HD (Tiny), 2-5 HD (Small)

Level Adjustment: N/A

An odd creature, with the appearance akin to a miniature hexapodal squid, lands nearby. It tucks in its rubbery wings & begins to crawl forward with what seems to be aggressive intent. A large central eye looks around constantly.

These tiny parasites are the bane of all other life on the Flesh Plane, & are a particular nuisance to the plane-body itself. In large numbers, Parasights pose a serious threat to even the mightiest of native creatures. Their actions are directed by the adult Paraminds, who command hosts of these pests in cunning & destructive ways.

An individual Parasight is not terribly impressive, however. A tiny mindless being with a pale violet hue, it resembles a one-eyed octopus. It has no bones, except for a toothy maw on its underside, which it uses to drain vital fluids from its victims. It is aggressive, ravenous, & territorial, pursuing prey without patience or strategy.

A Parasight is about 18” across (including its tentacles) & weighs about 6 pounds. Being mindless, it speaks no language.

• Energy Drain (Su): any living creature pinned by a Parasight gains 1 negative level; the DC is 10 for the Fortitude save to remove a negative level; the save DC is Intelligence-based; for each such negative level bestowed, the Parasight gains 5 temporary hit points, which last 24 hours
• Improved Grab (Ex): to use this ability, a Parasight must hit with a Tentacle attack; it can then attempt to start a grapple (with a +12 bonus) as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Energy Drain
• Rapid Growth (Ex): a Parasight gains 1 Hit Die every 24 hours, until it reaches 6 Hit Die, at which point it becomes a Paramind (see above); this growth can only take place if permitted by the Parasight’s commanding Paramind, & cannot occur otherwise

Sickle Cell

Medium Elemental (Flesh, Extraplanar)

Hit Dice: 3d8+6 (19HP)

Initiative: +3
Speed: 30’ (6 squares), Swim 40’ (8 squares)

Armor Class: 18 (+3 Dex, +5 natural); touch 13; flat-footed 15
Base Attack/Grapple: +2/+6
Attack: Claw +6 melee (1d8+4)

Full Attack: Claw +6 melee (1d8+4)

Space/Reach: 5’/5’
Special Attacks: Powerful Charge

Special Qualities: Elemental traits, Fast Healing 1

Saves: Fort +3, Ref +6, Will +2
Abilities: Str 19 (+4), Dex 16 (+3), Con 15 (+2), Int 1 (-5), Wis 12 (+1), Cha 10 (+0)

Skills: Listen +4, Spot +4
Feats: Improved Natural Attack ^B, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary, pair, or scythe (3-6)

Challenge Rating: 2
Treasure: N/A
Alignment: always Neutral
Advancement: 4-5 HD (Medium), 6-9 HD (Large)

Level Adjustment: N/A

A faceless ball-shaped entity, bristling with blades, swims through the hazy fluids of the Red Flow. Its smooth outer skin is yellow & translucent, revealing internal cellular structures. The equally-transparent blades swell & retract randomly, sometimes producing long serrated claws.

A small aberrant cousin of the Hemo Organelle, the Sickle Cell is a corrupt entity. Originally designed to carry vital blood to parts of the plane-body that needed it, they were built to be faster, with defensive weaponry in order to protect themselves from various threats. However, in an event that has baffled scholars, nearly all of the Sickle Cells became aggressive & violent for reasons unknown, hoarding the blood that they were meant to deliver & assaulting all other creatures on sight.

Now, these twisted creatures stalk the Red Flow, viciously slashing at anything that moves. They have been known to attack the arterial walls in fits of senseless rage. They never attack each other, however; this, combined with the fact that they travel in highly coordinated squads, lends to the theory that some sinister force is driving their heinous actions.

A Sickle Cell is about 5’ across & weighs about 100 pounds. It speaks no language.

• Powerful Charge (Ex): in addition to the normal benefits & hazards of a charge, this allows a Sickle Cell to make a single Claw attack with a +6 attack bonus that deals 2d8+8 points of damage

Skelemental

Large Elemental (Flesh, Extraplanar)

Hit Dice: 20d8+40 (130HP)

Initiative: +1
Speed: 20’ (4 squares)

Armor Class: 21 (-1 size, +1 Dex, +10 natural); touch 11; flat-footed 20
Base Attack/Grapple: +15/+26
Attack: Claw +21 melee (1d8+7)

Full Attack: Claw +21 melee (1d8+7) & Bite +13 melee (1d6+3)

Space/Reach: 10’/10’
Special Attacks: Improved Grab, Rend

Special Qualities: Elemental traits, Fast Healing 2, Regeneration

Saves: Fort +10, Ref +13, Will +9
Abilities: Str 25 (+7), Dex 12 (+1), Con 15 (+2), Int 4 (-3), Wis 17 (+3), Cha 8 (-1)

Skills: Climb +10, Concentration +5, Jump +10, Listen +6, Spot +7, Survival +9, Tumble +5
Feats: Awesome Blow, Cleave, Great Cleave, Great Fortitude, Improved Overrun, Power Attack, Skill Focus: Survival
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 13
Treasure: N/A
Alignment: usually Lawful Neutral
Advancement: 21-25 HD (Huge), 26-30 HD (Gargantuan)

Level Adjustment: N/A

It appears to be a large heap of bones from various animals of all different sizes & shapes. That is, until the ivory pile begins to roll forward, slashing at the air with ribs, tusks, scapulas, claws & tails.

The smaller cousins of the Osseous Nodes, these creatures serve as similar function, albeit on a lesser scale. They provide temporary structural support for the plane-body while it is in transitional states. As such, Skelementals are able to reconfigure their basic shape in order to supply this aid (although their statistics are not subject to change).

A Skelemental is more versatile than its larger brethren, so they are often assigned other tasks, such as removing foreign & native objects, as well as defense against invading beings. They are strong & wise combatants, able to soak up blows that would fell softer elementals, while using their calcified body to dispassionately batter away at their opponents.

A Skelemental is about 10’ across & weighs about 600 pounds. It speaks Corpan, but not much.

• Improved Grab (Ex): to use this ability, a Skelemental must hit with a Claw attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Rend
• Rend (Ex): a Skelemental that wins a grapple check after a successful Claw attack establishes a hold, latching onto the opponent’s body & tearing the flesh; this attack automatically deals 2d8+14 points of damage

Symbimote

Medium Elemental (Flesh, Extraplanar)

Hit Dice: 5d8 (22HP)

Initiative: +2
Speed: 20’ (4 squares)

Armor Class: 15 (+2 Dex, +3 natural); touch 12; flat-footed 13
Base Attack/Grapple: +3/+6
Attack: Tentacle +6 melee (1d6+3 plus Paralysis)

Full Attack: Tentacle +6 melee (1d6+3 plus Paralysis)

Space/Reach: 5’/5’
Special Attacks: Improved Grab, Paralysis, Trade-Off

Special Qualities: Elemental traits, Fast Healing 1

Saves: Fort +1, Ref +6, Will +1
Abilities: Str 16 (+3), Dex 14 (+2), Con 11 (+0), Int 1 (-5), Wis 11 (+0), Cha 11 (+0)

Skills: Spot +4, Survival +4
Feats: Dodge, Mobility
Environment: Elemental Plane of Flesh
Organization: solitary, pair or bonding (3-6)

Challenge Rating: 3
Treasure: N/A
Alignment: always Neutral
Advancement: 5-8 HD (Medium), 9-10 HD (Large)

Level Adjustment: N/A

This dark slug-like mass crawls along on its flattened stomach, a row of tentacles running down either side of its body. Its rubbery skin is the color of a fresh bruise, & its body glistens with newly-formed slime. The creature’s stumpy head narrows to a siphoning proboscis.

Symbimotes are able to fully incapacitate their chosen prey. Once they have immobilized their target, they latch on, draining it of strength & vitality, In return, they infuse their victim with healing energy, curing wounds & suffusing them with a kind of false vitality that almost perfectly emulates the real thing. In this manner, they have been known to retain hosts for years, maintaining them both in an intertwined stasis indefinitely.

Thought to have once been an entirely parasitic organism, the Symbimote is still a being that exists to feed off of others. However, in what is theorized to have been an evolutionary move, it developed the ability to trade energies with its host entity, exchanging one form of power for another. Why it needs to do this is a mystery, though.

A Symbimote is about 4’ long & weighs nearly 70 pounds. It speaks no language.

• Improved Grab (Ex): to use this ability, a Symbimote must hit with a Tentacle attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Trade-Off
• Paralysis (Ex): opponents hit by a Symbimote’s Tentacle attack must succeed on a DC13 Fortitude save or be paralyzed for 1d4+1 rounds; the save DC is Strength-based; grappled opponents are automatically paralyzed
• Trade-Off (Su): a Symbimote that has successfully grappled an opponent deals 1 point of Constitution damage per round; however, this attack cannot lower a victim’s Constitution score below 1; in addition, the Symbimote infuses the pinned being with positive energy, healing 1d4 hit points of damage per round & bestowing 1d6 temporary hit points (which last for a number of rounds equal to the number of Constitution points taken from the creature); this attack only inflicts 1d4 points of damage to undead, having no other effect; for everyday that a Symbimote does not perform a Trade-Off at least once, it suffers 1 point of Constitution damage, which is negated completely after feeding in this manner

Viral Swarm / 10K Viri

Fine Elemental (Flesh, Extraplanar, Swarm)

Hit Dice: 4d8+8 (26HP)

Initiative: +5
Speed: 20’ (4 squares), Fly 20’ (4 squares, perfect maneuverability)

Armor Class: 15 (-2 Blind, +4 size, +3 Dex); touch 15; flat-footed 12
Base Attack/Grapple: +3/-- (cannot grapple or be grappled)

Attack: Swarm Bite

Full Attack: Swarm Bite

Space/Reach: 10’/0’
Special Attacks: Disease, Distraction, Swarm Bite

Special Qualities: Elemental traits, Fast Healing 1, Immune to Weapon Damage, Swarm traits

Saves: Fort 3, Ref +7, Will +1
Abilities: Str 1 (-5), Dex 16 (+3), Con 14 (+2), Int 1 (-5), Wis 10 (+0), Cha 10 (+0)

Skills: N/A
Feats: N/A
Environment: Elemental Plane of Flesh
Organization: solitary

Challenge Rating: 3
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

At first, what looks like a dark cloud quickly approaches. Before long, each particle of the storm is revealed to be a miniscule monstrosity. These hellish little specks of hostility appear to be little arthropoids, each with sharp legs & sharper teeth.

Consisting of about 10,000 ravenous creatures, each the size of a largish beetle, a Viral Swarm is a horde of minuscule killing machines. Feared & reviled by most inhabitants of the Flesh Plane, A Viral Swarm is an implacable pestilence, a blight that threatens to consume the entire plane-body if not curtailed.

The individual viri that make up a swarm vary highly in color, size, & shape. Some are like wasps, thin with thorny abdomens. Some are like tiny bats, all wings & teeth. Some are like flying spiders, with a multitude of dagger-like legs. Regardless of the appearance, however, they all have blades, barbs & fangs in abundance.

A Viral Swarm is about 10’ across & weighs about 1,000 pounds, although the individual creatures are only about 1” long & weight about 1/10 of a pound. It speaks no language.

• Disease (Ex): a Viral Swarm’s Swarm Bite inflicts the deadly Swarm Virus (via injury, Fortitude save DC16, incubation period 1 day, 1d3 Constitution damage per day); the save DC is Constitution-based; an afflicted creature who dies of the Swarm Virus rises as a Viral Swarm in 24 hours, retaining none of the abilities it possessed in life

• Distraction (Ex): any living creature vulnerable to a swarm’s damage that begins its turn with the swarm in its square is nauseated for 1 round; a successful Fortitude save (DC14) negates the effect; even with a successful save however, spellcasting or concentrating on spells within the area of a swarm requires a Concentration check (DC20 + spell level); using skills requiring patience &/or focus requires a Concentration check (DC20); the save DC is Constitution-based
• Swarm Bite (Ex): a Viral Swarm automatically damages any creature in its space when it ends its move; this attack deals 1d6 points of damage, plus Disease (see above)
• Blindsense (Ex): viruses cannot see, but can notice & locate living creatures within 30’; a Viral Swarm takes a -2 penalty to Armor Class & takes a -4 penalty on Search checks & on most Strength- & Dexterity-based skill checks; all checks & activities that rely on vision automatically fail; all opponents still have total concealment (50% miss chance) against a creature with Blindsense
• Immune to Weapon Damage (Ex): weapon attacks are useless against a swarm of Fine creatures

Summation

So, yeah, there you go. That's all I have (at the moment) for the Elemental Plane of Flesh. Comments? Questions? Critiques? All are welcome. Thanks to everyone who gave positive feedback; I appreciate it greatly. It gives me reason to continue crafting mega-posts like this one.

On a design note, I think I should say how I came up with the idea. I was in a very punny mood one day (anyone who reads the monster names here can tell that I love a good/bad pun), & I was brainstorming original critters to design, now that I was finished with Resident Evil d20. I jotted down the name “Ligamental” & took a shine to it. Unfortunately, to use it would require a home plane for such a being, & no elemental plane seemed appropriate. After some thought, I concluded that a new plane was called for. Three weeks later, this thread is the result.

I think that this has been one of my better projects. It’s crunchier than the Oaves, & fluffier than d20 Baseball. It’s less controversial than the Bio-Mage, & far more original than RE d20. I’ve become much better at crafting monsters, so I think that this project has more overall polish than some past ones.

My favorite creatures in this entire project are not actually the Ligamentals. I’d like everyone reading this to take a second look at the Cell Blocks & the Infectoplasms.

The Cell Blocks are a unique fusion of object & creature. I think that they are among the more interesting creatures that I’ve created so far, & the fact that most of the plane-body is made up of these living Lego blocks is more remarkable still. Some of the most innovative creations are those that break down barriers & boundaries that were previously unbreached, & I believe that the Cell Blocks, like the plane-body itself, does this very well.

As for the Infectoplasms, I’m rather surprised that someone didn’t come up with this before. After the publication of Living Spells, I thought that a living disease template was a very logical next step. After searching for one & not finding one, I was prompted to cook up one of my own. I had promised myself that after Resident Evil d20, my next project wouldn’t have another template. But, hey, I just couldn’t resist.

All rambling aside, I hope that you all enjoy this project (& my other projects, too). My next one may not be far off; we’ll see how the next few days go.

Bonus Material: Extra Monsters!

Spermato Organelle

Medium Elemental (Flesh, Extraplanar)

Hit Dice: 4d8+16 (34HP)

Initiative: +2
Speed: Swim 40’ (8 squares)

Armor Class: 15 (+2 Dex, +3 natural); touch 12; flat-footed 13
Base Attack/Grapple: +3/+2
Attack: Tail Whip +2 melee (1d6-1)

Full Attack: Tail Whip +2 melee (1d6-1)

Space/Reach: 5’/5’
Special Attacks: Improved Grab, Long Reach, Penetrate

Special Qualities: Blindsense 30’, Elemental traits, Fast Healing 1

Saves: Fort +7, Ref +6, Will +2
Abilities: Str 8 (-1), Dex 14 (+2), Con 18 (+4), Int 2 (-4), Wis 12 (+1), Cha 8 (-1)

Skills: Swim +3
Feats: Endurance, Great Fortitude
Environment: Elemental Plane of Flesh
Organization: swarm (12-60)

Challenge Rating: 4
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

Swimming quickly through the cloudy liquid of the Red Flow is a missile-shaped creature with a long whip-like tail. Its white skin is partially translucent & almost devoid of features. The only notable characteristic is a sharp horn-like structure on its tapered forward point. Out of the haze, you see several identical creatures, all swimming in unison in the same direction.

A creature that looks & acts like a missile, the Spermato Organelle is a creature with a singular mission: to find & engage the rare Ovus Node. Uninterested in combat, they would rather swim away from battle, unless an opponent is directly between them & their goal (or at least blocking the direction that they were traveling).

Although their objective is well known, the potential results of achieving it are not. No one knows what happens when a Spermato Organelle & an Ovus Node merge, as no one has ever seen the two together. Some wise men surmise that they combine to create infant demiplanes, like Neth; others believe that they merely annihilate each other upon contact; still some others say that they spawn whatever is behind the Cystemic Anomalies, or whatever controls the Hepatonexus, or some even less known creature. Whatever mysteries are in vogue at the moment tend to attract speculation that these beings are responsible. Fear of what such a union might create has driven some intelligent creatures to hunt down both Spermatos & the already-rare Ovi.

Unlike most Organelles, Spermatos swim in large swarms in order to locate an Ovus Node, usually following one another due to the belief that they may have an idea of where one of the elusive Ovi are. These swarms can number in the dozens, accumulating more & more as they travel aimlessly, searching without cease for their quarry.

A Spermato Organelle is about 4’ long (16’ with the tail) & weighs about 60 pounds. It speaks no language.

• Improved Grab (Ex): to use this ability, a Spermato Organelle must hit with a Tail Whip attack; it can then attempt to start a grapple as a free action without provoking an attack of opportunity; if it wins the grapple check, it establishes a hold & can Penetrate
• Long Reach (Ex): a Spermato Organelle can lash out with its Tail Whip attack once every 1d4-1 rounds (minimum 1), hitting opponents up to 15’ away (NOTE: it may also hit opponents that are less than 15’ away at no penalty, if it chooses); this attack is identical in all other respects to the normal Tail Whip attack
• Penetrate (Ex): a Spermato Organelle can ignore armor & natural armor bonuses when making attacks; in addition, it gains a +16 racial bonus on Strength checks to break down barriers
• Blindsense (Ex): a Spermato Organelle notices & locates creatures within 30’; opponents still have total concealment (50% miss chance) against a creature with Blindsense

Ovus Node

Gargantuan Elemental (Flesh, Extraplanar)

Hit Dice: 15d8+60 (114HP)

Initiative: -5
Speed: Swim 20’ (4 squares)

Armor Class: 18 (-4 size, -5 Dex, +17 natural); touch 1; flat-footed 18
Base Attack/Grapple: +11/+22
Attack: Psuedopod +6 melee (2d8-1)

Full Attack: 2 Psuedopods +6 melee (2d8-1)

Space/Reach: 20’/20’
Special Attacks: Repel

Special Qualities: Electricity Immunity, Elemental traits, Fast Healing 2, Regeneration, Shields Up!

Saves: Fort +10, Ref +6, Will +6
Abilities: Str 8 (-1), Dex 1 (-5), Con 20 (+5), Int 2 (-4), Wis 12 (+1), Cha 8 (-1)

Skills: Survival +4, Swim +10
Feats: Die Hard, Endurance, Improved Natural Armor, Lightning Reflexes
Environment: Elemental Plane of Flesh
Organization: solitary
Challenge Rating: 9
Treasure: N/A
Alignment: always Neutral
Advancement: N/A

Level Adjustment: N/A

What was mistaken for a natural obstruction in the tunnels of the Red Flow is actually an enormous spheroidal creature, seemingly clad in a thick gelatinous skin. This clear glutinous outer casing obscures the inner form, but it can be discerned that the being’s body is largely featureless, save for a few crater-like scars that mar its surface.

These rare titans are among the largest creatures found within the tunnels of the Red Flow, & then only in the major arteries. Oval Nodes are not often seen, & their purpose in the biology of the Flesh Plane isn’t immediately clear, so they are something of a mystery, even among other natives.

As seldom as these entities are seen, a union of an Ovus Node with a Spermato Organelle is even rarer. No one knows what happens when a Spermato Organelle & an Ovus Node merge, as no one has ever seen the two together. Some wise men surmise that they combine to create infant demiplanes, like Neth; others believe that they merely annihilate each other upon contact; still some others say that they spawn whatever is behind the Cystemic Anomalies, or whatever controls the Hepatonexus, or some even less known creature. Whatever mysteries are in vogue at the moment tend to attract speculation that these beings are responsible. Fear of what such a union might create has driven some intelligent creatures to hunt down both Spermatos & the already-rare Ovi.

An Ovus Node is about 60’ across & weighs about 100 tons. It speaks no language.

• Repel (Ex): every 1d4 rounds, as a swift action, an Ovus Node can emit an electrical shockwave in a 40’ radius spread centered on itself; all creatures within the radius of the shockwave take 2d8+10 electricity damage (Fortitude save for half) & are treated as if bull rushed by the Node; the Node receives a +4 bonus on this check from Improved Bull Rush, as well as +4 for each size category it is larger than the targeted opponent; any creature that fails the opposed checks is pushed back 1d4 × 5’ & knocked prone
• Shields Up! (Ex): once per hour, an Ovus Node can bolster their defenses, adding a +10 natural armor bonus to their AC & gaining 1d6+4 temporary hit points; this effect lasts for 1d6+4 rounds

Flesh Mephit

Small Outsider (Flesh, Extraplanar)

Hit Dice: 3d8+3 (16HP)

Initiative: +6
Speed: 30’ (6 squares), Fly 40’ (8 squares, perfect maneuverability), Swim 30’ (6 squares)

Armor Class: 16 (+1 size, +2 Dex, +3 natural); touch 13; flat-footed 14
Base Attack/Grapple: +3/+2
Attack: Claw +4 melee (1d3)

Full Attack: 2 Claws +4 melee (1d3)

Space/Reach: 5’/5’
Special Attacks: Breath Weapon, Spell-like Abilities, Summon Mephit

Special Qualities: Damage Reduction 5/Magic, Darkvision 60’, Elemental traits, Fast Healing 2

Saves: Fort +4, Ref +5, Will +3
Abilities: Str 10 (+0), Dex 15 (+2), Con 12 (+1), Int 6 (-2), Wis 11 (+0), Cha 15 (+2)

Skills: Bluff +6, Disguise +10, Hide +7, Listen +5, Move Silently +9, Spot +4, Swim +7
Feats: Improve Initiative, Power Attack
Environment: Elemental Plane of Flesh
Organization: solitary, gang (2-4), or mob (5-12)

Challenge Rating: 3
Treasure: standard
Alignment: usually Neutral
Advancement: 4-6 HD (Small), 7-9 HD (Medium)

Level Adjustment: +3 (cohort)

This relatively normal-looking creature appears to be a small humanoid, much like a Halfling or a Gnome. Its nude figure is lithe & toned, with pale skin & dark hair. Other than some vaguely impish facial features (such as tiny, almost imperceptible horn-like protrusions), the only unusual characteristics are its large bat-like wings.

Of all the different elemental mephitis, the Flesh Mephit is the most ordinary-looking, at least in the eyes of Material Plane natives. A minor being drawn from the basic components of the Flesh Plane, they are curious creatures with vibrant, flexible personalities. They serve a number of minor functions in the biology of the plane-body, usually as couriers or messengers in high-traffic areas.

As the only mephits with true hair, a Flesh Mephit can disguise itself as a Halfling or a Gnome with relative ease. This fact, combined with the lack of any Genasi native to the Flesh Plane, lends credence to a radical theory found among certain scholarly circles that Humans & other related humanoid races were originally natives of the Elemental Plane of Flesh & were transported to the Material Plane in the ancient past by forces unknown. According to this fringe theory, Humans are actually the missing Flesh Genasi.

A Flesh Mephit is about 4’ tall & weighs about 45 pounds. It speaks Common & Corpan.

• Breath Weapon (Su): a Flesh Mephit can emit a 10’ cone of caustic liquid, dealing 1d4 points of acid damage (Reflex save (DC12) for half damage); living creatures that fail their saves are tormented by itching skin & burning eyes unless they have immunity to acid or are otherwise protected; this effect imposes a -4 penalty to AC & a -2 penalty on attack rolls for 3 rounds; the save DC is Constitution-based & includes a +1 racial bonus
• Spell-like Abilities: once per hour, a Flesh Mephit can cast either cure light wounds (caster level 3^rd) or inflict light wounds (DC12, caster level 3^rd); the save DC is Charisma-based
• Summon Mephit (Sp): once per day, a Flesh Mephit can attempt to summon another Flesh Mephit, much as though casting a summon monster spell, but with only a 25% chance of success (76-00); roll d%: on a failure (01-75), no creature answers the summons that day; a Flesh Mephit that has just been summoned cannot use its own Summon Mephit ability for 1 hour; this ability is the equivalent of a 2^nd-level spell
• Fast Healing (Ex): a Flesh Mephit heals 2 points of damage per round (provided that they are still alive), but only in contact with living tissue, be it from the plane-body itself, other natives of the Flesh Plane, non-Plant natives of the Material Plane, or even other Flesh Mephits

Gloopling (created by Stormthorn)
Diminutive Ooze (Flesh, Extraplanar)
Hit Dice: ½d10 (2HP)
Initiative: +0
Speed: 15’ (3 squares)
Armor Class: 11 (+4 size, -2 Dex, +2 natural); touch 9; flat-footed 11
Base Attack/Grapple: -2/-6
Attack: N/A
Full Attack: N/A
Space/Reach: 1’/0’
Special Attacks: Dancing Lights
Special Qualities: Blindsight 20’, Harmless, Ooze traits
Saves: Fort +0, Ref +0, Will -5
Abilities: Str 4 (-3), Dex 6 (-2), Con 11 (+0), Int -- (+0), Wis 1 (-5), Cha 8 (-1)
Skills: N/A
Feats: N/A
Environment: Elemental Plane of Flesh
Organization: single, pair, glob (3-6), mire (7-12)
Challenge Rating: --
Treasure: N/A
Alignment: Neutral
Advancement: ½ HD (Diminutive), 1-2 HD (Tiny), 3-4 HD (Small),
Level Adjustment: N/A

This creature is a small blob of ooze that scoots slowly along looking carrion or vegetation to feed on. Creatures of its type are all translucent and may be clear, red, blue, green, or virtually any other color. They are omnivores and are raised in many places as pets. This is especially common in the Plane of Flesh where they have been known to grow far beyond their normal size. These creatures reproduce by dividing but will not do so unless in the presence of one or more other Glooplings, ostensibly to increase the survival chance of the young. Shortly after a Gloopling divides it can be exposed to certain rare chemicals to permanently change its color. Glooplings have been known to somehow change each-others colors as well.

Glooplings can recognize individuals and will attempt to follow people that they receive food from. This, and a few other behaviors tends to defy the general theory that they are mindless, but as of yet no known magic has been able to draw meaningful communication from Glooplings and they appear resistant to all mind related spells.

• Dancing Lights (Ex): a Gloopling may cast Dancing Lights once every half an hour. What purpose this serves to the seemingly blind creatures is unknown, but they tend to use this ability more when in groups. Tiny electrical shocks or the application of certain chemicals will cause the creature to use this power.
• Harmless (Ex): a Gloopling cannot or will not attack for any reason; it is treated as if it has no attacks