Formless Spawn of Tsathaogua

*This shuddering blot of living tar is surrounded by a mass of writhing tendrils, and its maw opens into a dark gullet.*

**Formless Spawn CR 10**

**XP 9,600**

CE Huge ooze

**Init** +9; **Senses** all-around vision, blindsight 120 ft., tremorsense 240 ft.; Perception +13

**Aura** tendrils (20 ft.)

**DEFENSE**

**AC** 22, touch 22, flat-footed 13 (+5 deflection, +9 Dex, –2 size)

**hp** 126 (12d8+72); fast healing 10

**Fort** +10, **Ref** +13, **Will** +5

**DR** 10/—; **Immune** acid, aging effects, ooze traits, piercing damage; **Resist** electricity 10; **SR** 21

**OFFENSE**

**Speed** 40 ft., climb 20 ft., swim 40 ft.

**Melee** bite +17 (2d6+6 plus grab), 4 tentacles +17 (1d6+6),

**Space** 15 ft., **Reach** 15 ft. (20 ft. with tentacle)

**Special Attacks** fast swallow, swallow whole (2d6+6 damage, AC 12, 12 hp)

**STATISTICS**

**Str** 23, **Dex** 29, **Con** 22, **Int** 15, **Wis** 12, **Cha** 15

**Base Atk** +9; **CMB** +17; **CMD** 36

**Feats** Combat Expertise, Combat Reflexes, Power Attack, Weapon Finesse, Weapon Focus (bite), Weapon Focus (tentacle)

**Skills** Climb +20, Knowledge (religion) +14, Perception +13, Stealth +13, Swim +20

**Languages** Aklo

**SQ** compression, freeze, improved swallow whole, tentacles

**Special Abilities**

**Freeze (Ex)**

A formless spawn can hold itself so still that it appears to be nothing more than a puddle of tar or oil. When using this ability, a formless spawn can take 20 on its Stealth check to hide in plain sight as just such a puddle. While freezing, a spawn need not drink or eat.

**Improved Swallow Whole (Ex)**

When a creature cuts its way out of a formless spawn after being swallowed whole, the monster’s fluid body reforms instantly, allowing it to continue to use swallow whole without needing to completely recover from all damage.

**Tendrils (Ex)**

A formless spawn fills an area around it to a 20-foot radius with a writhing storm of black tendrils formed from its own amorphous body. These tendrils grant it a +5 deflection bonus to AC and other creatures in this area take a –5 penalty on combat maneuver checks. Freedom of movement grants immunity to this combat maneuver penalty, and the tendrils cannot penalize creatures that are gaseous or incorporeal.

**Tentacles (Ex)**

A formless spawn’s tentacles always function as primary natural weapons. As it deals damage with a tentacle, a formless spawn can decide whether it is dealing bludgeoning, slashing, or piercing damage.

**ECOLOGY**

**Environment** temperate ruins

**Organization** solitary or flood (2–6)

**Treasure** standard

Oozes are much-feared denizens of the Darklands, yet many of them share characteristics that canny adventurers can exploit. The two best known are their mindlessness (a feature that lets an experienced adventurer manipulate the ooze in a battle, due to its inability to use tactics) and their lack of armor (a quality that allows for tactics like Power Attack to be used with abandon). However, those who stumble across one of the so-called formless spawn of Tsathoggua would do well to remember that not all oozes are mindless and easily hit in combat, for these deadly guardians prove quite cunning and display an alacrity that grants them incredible defenses against physical attacks.

A formless spawn at rest resembles nothing more than a simple puddle of tar, oil, or another dark, thick liquid; once roused to attack, however, it could never be mistaken for anything other than a monstrous and malignant predator. The creature’s outline changes constantly, shifting from serpentine to insectile to a truly shapeless mass—at times even approximating humanoid or other bestial shapes before collapsing in on itself a moment later. Always, the formless spawn sends forth a storm of tendrils that whip and writhe, blocking attacks and fouling attempts at combat maneuvers. The creatures can speak if they deign to, yet they rarely bother to do so with creatures that have fixed shapes—formless spawn consider talking to one’s food a waste of time.

A formless spawn is elephantine in size, capable of covering a 15-foot-diameter pool to a depth of a foot, and it weighs just over 9,000 pounds. Even at this weight, a formless spawn is only about as dense as oil and thus floats on water, unless it actively swims down under the surface.

A formless spawn is a sentient and quite intelligent mass of protoplasm capable of assuming any basic shape but incapable of holding that form for long. It has no true shape. The ooze’s characteristic formlessness results from a combination of physical disinclination to stay in one configuration (doing so causes a formless spawn something akin to nausea) and a mental inability to even comprehend the concept of a fixed form. Still, a formless spawn hardly seems to suffer at all in power or intellect for these constant fluctuations in appearance. Indeed, they often ridicule those who they view as being “locked” into a single shape, although most creatures never even get the chance to hear such mockery, for formless spawn are usually more eager to slaughter and consume those they encounter than speak to them.

Formless spawn do not age—a process that spawn refer to as “a crude biological function”—nor do they reproduce. All formless spawn that exist were themselves spawned from sources deep below the ground. The original formless spawn issued fully formed and aware from Tsathoggua himself, but after a time, the very rocks in places where that Great Old One slumbered seemed to gain the ability to create them. Just as pockets of oil might bubble up from a fissure in the stones, so too might a fully formed spawn come into being. Fortunately, such points are few and far between. While spawn do not grow old or mate, they must eat, and a spawn denied meals can starve to death. When a spawn uses its freeze ability, its metabolism slows significantly—a spawn masquerading as a pool can live for decades or even centuries without eating, but upon awakening, it is always ravenous and must seek sustenance promptly or begin to starve.

**Habitat and Society**

The majority of formless spawn that are encountered are acting as temple guardians or agents of the cult of Tsathoggua, to the extent that many texts refer to these monsters by a longer name: the formless spawn of Tsathoggua. Within the Great Old One’s temples, a formless spawn often resides within a large font or other carved container that upon first glance might appear to be little more than a decorative aspect of the shrine. Those formless spawn that are encountered in the wild are almost always ones that have lost their temples or have survived the destruction of a cult they once served. Formless spawn wander the deep tunnels of the Darklands relentlessly, driven by an urge to seek out new cults or temples of their father to serve. These formless spawn, subjected to a wider range of obstacles and challenges, most often advance beyond the standard powers presented above, either by gaining Hit Dice or class levels. Formless spawn that gain levels generally do so as clerics of Tsathoggua, psychics, rogues, or sorcerers. A spellcasting formless spawn usually takes Eschew Materials as a feat as early as possible, but as long as it worships Tsathoggua, it can use its own body as a divine focus in place of a holy symbol when casting spells.

In some cases, formless spawn manage to ascend beyond being mere guardians of a temple or agents of a cult, and wind up actually leading the temple itself. These formless spawn are almost always clerics of Tsathoggua, and they often count several standard spawn among their servitors, alongside the various humanoid or monstrous cultists who make up the bulk of the clergy. Legends of formless spawn being able to hold a single shape for extended periods of time are inaccurate, and they are often confused with accounts of shoggoths that have developed this capability. Despite both being dark-colored oozes, shoggoths and formless spawn have very little in common—the former being regarded by the latter as dangerous but useful beasts of burden, and with the shoggoths themselves generally showing minimal interest in anything other than themselves.