Umbrood Swarm

Tiny Undead (Extraplanar, Incorporeal, Swarm)
Hit Dice:	6d12 (39 hp)
Initiative:	+6
Speed:	Fly 50 ft.
Armor Class:	16 (+2 size, +2 Dex, +2 deflection), touch 16, fla
Base Attack/Grapple:	+3/—
Attack:	Swarm (2d4 Cha damage)
Full Attack:	Swarm (2d4 Cha damage)
Space/Reach:	10 ft. /0 ft.
Special Attacks:	Charisma damage, distraction, nightmare, steal existence
Special Qualities:	Darkvision 60 ft., half damage from slashing and piercing, swarm traits, turn resistance +4, undead traits
Saves:	Fort +2, Ref +6, Will +6
Abilities:	Str — , Dex 15, Con — , Int 2, Wis 12, Cha 14
Skills:	Hide +15, Listen +9, Spot +5
Feats:	Alertness, Improved Initiative, Lightning Reflexes
Environment:	Any (Plane of Shadow)
Organization:	Solitary
Challenge Rating:	6
Treasure:	None
Alignment:	Chaotic Evil
Advancement:	None
Level Adjustment:	—

All is shadow in this place of darkness, and every shadow looks alike. Nevertheless, a distinctly different type of shadow approaches you now. Hundreds of tiny, 10-inch long immaterial phantoms swarm over each other in flight, drawing near. A low humming sound seems to emanate from the swarm. Umbroods are remnants of mortal souls that have been sidetracked on their way to their resting place and ended up on the Plane of Shadow. They are vicious, barely intelligent creatures, eager to scratch and claw their way back to the worlds of the living. Umbroods do not communicate. An umbrood swarm consists of about a 1,000 creatures. Our slaadi associate will take it from here. "Hello, mortals! It is time for Xanxost to teach you about what happens to you after you don't die. Well yes, you live, but what about when you stop living and don't die like you're supposed to? "When one of you dies, its soul goes to the Outer Planes, becoming a petitioner. But oho! Souls sometimes wander about through the Astral, lost like a shoe factory in a modron. Most of these eventually get to where they're supposed to be on the Outer Planes, or just end up in Limbo, where no one is where they're supposed to be. Some try to return to the Prime, and end up as ghosts or other undead. Xanxost doesn't like undead. Xanxost ate a ghast once, and it gave Xanxost gas. "Some lost little souls just drift through the Astral until the Dreadnaught eats them. Xanxost thinks it is better to be eaten by Xanxost then by the Dreadnaught. For Xanxost anyway. But oho! Some lost souls fall through the cracks and end up in the Shadow."Combat

"Okay, Xanxost is fine now, as long as no one mentions the rabbits. The bunches of many tiny little lost souls that don't exist any more like to swarm over their prey, and eat away its self-awareness. Xanxost prefers to eat the kidneys, but the tiny little souls are little and tiny, so they can't eat the kidneys. Or knees. Or the head. So they just keep going at their prey until it's got no will to exist left, and falls down and doesn't do anything. So then the little souls think Hey if he doesn't want to exist any more he doesn't need this body does he, and one of them jumps into the body - and not just he body, the mind too, because it's still there - and goes away to exist. Or something. The rest of the little souls say That lucky berk when's my turn gonna roll in, and they go look for another thing that exists. "

"But oho! Eating souls is not the only way the tiny lost souls can get you mortals. There are two more ways: Bad dreams and ... one thing. The mortal whose existence the lucky little soul took over goes wherever he wants now. He looks like the same mortal he was before, except his eyes are dark like the Shadow. There's only one thing he cares for now, and that's himself. And the rest of the little lost souls. Two things. So when he meets another mortal and thinks Hey this one might do nicely-nicely, he looks at the berk, and the lost little souls way back on Shadow look through his eyes, and start sending bad drams to this other mortals, dreams telling him he should go to the Shadow Plane, he needs to go to the Shadow Plane ... and if berk does, the rest of the tiny little souls there find him and eat his existence too. All this writing of eating existence is hungry work! Xanxost had more to say, but he has to go now, mortals. The tiefling with the dark glasses will finish talking about the tiny little lost souls. "

Charisma Damage (Su): The touch of an umbrood swarm deals 2d4 points of Charisma damage. A creature reduced to Cha 0 by an umbrood swarm falls unconscious, and the umbrood swarm can use its steal existence ability on its next turn. Distraction (Ex): Any living creature that begins its turn with an umbrood swarm in its space must succeed on a DC 13 Fortitude save or be nauseated for 1 round. The save DC is Constitution-based.Incorporeal Traits: Cannot be harmed by nonmagical weapons, and has a 50% chance to ignore any damage from any corporeal source (including magical weapons), except for force effects or attacks made with ghost touch weapons. Can pass through solid objects, but not force effects, at will. Its natural attacks ignore natural armor, armor, and shields, but deflection bonuses and force effects work normally against them. Always moves silently and cannot be heard with Listen checks if it doesn’t wish to be.Nightmare (Su): An Umbrood swarm that has stolen the existence of a creature can see through the eyes of its replacement (see below). It somehow estimates the willpower of everyone the replacement meets, and sends unsettling visions to the creatures it finds weak. This functions as the nightmare spell (Will DC 15 negates, save is Charisma-based), repeated whenever the creature goes to sleep. In addition to the 1d10 points of damage and the fatigue, it delivers visions of the Shadow Plane, and a subtle summons that doesn't compel the creature to go to the Shadow Plane, but merely suggests it would be for the best. This can even be considered true, since the nightmare visions do not stop until either the target or the umbrood swarm is destroyed. If the target ever enters the Shadow Plane, the umbrood swarm senses its location and moves toward it, eager to steal its existence.Steal Existence (Su): An umbrood swarm touching a creature with a Charisma score of 0 can steal its very place in the multiverse. In theory, the creature is completely erased from existence, and a new one is instantly created in its place, identical in all respects to the original except it is inhabited by a single umbrood soul. The original's soul is utterly destroyed, and cannot be returned to life by anything short of a carefully worded wish or miracle. The newly created creature has all the abilities and memories of the original, and their appearance is identical. Its damaged Charisma score is raised to 1 within a minute, and it recovers normally from there. The creature's alignment is always chaotic evil however, and this may become obvious to its companions over time. Within several days, the creature's eyes permanently turn into a full black surface, as the other umbroods from the swarm look through its eyes from the Shadow Plane. Swarm Traits: An umbrood swarm has a single pool of Hit Dice and hit points, a single initiative modifier, a single speed, and a single Armor Class. It makes saving throws as a single creature. It can occupy the same space as a creature of any size, since it crawls all over its prey, but remains a creature with a 10-foot space. Umbrood swarms never make attacks of opportunity, but they can provoke attacks of opportunity. Unlike other creatures with a 10-foot space, an umbrood swarm is shapeable - it can occupy any four contiguous squares.Undead Traits: Immunity to all mind-affecting effects, to poison, sleep effects, to any effect that requires a Fortitude save (unless the effect also works on objects or is harmless), paralysis, stunning, disease, death effects, as well as to fatigue and exhaustion effects; not subject to critical hits, nonlethal damage, ability drain, or energy drain; negative energy heals it, and positive harms it. Uses its Charisma modifier for Concentration checks. Not at risk of death from massive damage, but when reduced to 0 hit points or less, it is immediately destroyed.Skills: Umbroods have a +4 racial bonus on Hide checks.

Habitat/Society

"The Shadow is not a very nice place. It is the place of all those things that don't exist anywhere else, and shouldn't exist even there. Since even those tasty squishy things with the tentacles and eyes on their palms exist somewhere far away, Xanxost thinks that things that don't exist anywhere aren't worth the bother. Unless they taste good. Which Xanxost doesn't know yet, because shadowy food slips through his teeth."

"Anyway mortals, the tiny little souls that end up on the Shadow Plane feel three things: They are really lonely, really really depressed, and really really really ... two things. They don't know that they don't exist anymore, they don't know what they are now, where they are, or why they are where they are, or what time it is, or when's breakfast, or anything. Like Xanxost on a good morning. But oho! Unlike Xanxost, the lost souls know that they could exist again, they just don't know how. They bunch up in swarms, and then go look for a body that does exist, and ask him how. No, not ask him, they can't speak. They try to steal his existence and eat it, take his place so they can be something again. For some reason, they don't like how slaadi taste. They prefer you, mortals. Xanxost doesn't know why, Xanxost eats mortals, exemplars, petitioners ... mmm, petitioners ... but the tiny souls that don't exist eat mortals only. Not slaadi, not eladrin, not baatezu, the cursed, thrice-damned baatezu, the ...”

Ecology"Oho, one more things mortals! Xanxost has heard that some tiny little souls sometimes can't find mortals to steal existence from, so they find things. Any object suffices, mundane, magical, edible, anything. One of them inhabits the thing just as it would inhabit a living mortal, and exists. Xanxost doesn't know if the object becomes what mortals would call "cursed", but an imp once told Xanxost that the owner of the inhabited object sometimes has nightmares. Mmm ... imps ..."