Paenum Protean

CR 23 (819,200 XP)

Always CN Large outsider (chaotic, extraplanar, protean, shapechanger)
Init +11; Senses blindsense 60 ft., darkvision 60ft.; true seeing; Perception+33

AC 41, touch16, flat-footed 34 (+7 dex, +25 natural, -1 size)
hp 341 (22d8 + 242); fast healing 20; dual energy healing
Fort +24, Ref +20, Will +21
Defensive Abilities amorphous anatomy, freedom of movement, true to form;
DR 15/epic and lawful; Immune acid, polymorph; Resist cold 10, electricity 10, fire 10, sonic 10; SR 30

Spd 60 ft., fly 60 ft. (perfect), swim 60 ft.
Melee 2 slams +37 (2d6+15 plus dissolution) and 4 pseudopods +37 (2d8+7 plus grab)
Space 10 ft. Reach 10 ft. (20 ft with pseudopods)
Special Attacks change shape, constrict 2d8 +15, protean shapes, endless shapes
Spell-Like Abilities (CL 20th) At will - animate objects, chaos hammer (DC 23), confusion (DC 23), detect law, ethereal jaunt, greater dispel magic, greater teleport (self plus 50 lb. of objects only), major creation, move earth, quench (DC 22), shatter (DC 21) 3/day - break enchantment, empowered quickened disintegrate (DC 25), insanity (DC 26), planeshift (DC 24), polymorph any object (DC 27), word of chaos (DC 26) 1/day – cloak of chaos (DC 27), prismatic sphere (DC 28), prismatic spray (DC 26)

Str 40, Dex 24, Con 32, Int 22, Wis 26, Cha 28
Base Atk +22; CMB +38 (+42 Grapple); CMD 55
Feats Combat Expertise, Combat Reflexes, Empower Spell-Like Ability(disintegrate), Improved Initiative, Improved Multiattack, Multiattack, Power Attack, Quicken Spell-Like Ability (disintegrate).
Skills Acrobatics +32, Bluff +34, Disguise +34, Fly +40, Intimidate +34, Knowledge (any 3 others) +31, Knowledge (arcana) +31, Knowledge (the planes) +31, Perception +33, Sense Motive +33, Spellcraft +31, Stealth +28
Languages Abyssal, Protean; telepathy 110 ft.; tongues
SQ Dissolution, Dual Energy Healing, Endless Shapes, Protean Shapes, Shatter Reality, Tongues, True Seeing, True to Form, Aura - Shatter Reality (30 feet)

Amorphous Anatomy (Ex) A paenum’s vital organs shift and change shape and position constantly, granting it a 50% chance to ignore additional damage caused by critical hits and sneak attacks. A protean automatically recovers from physical blindness or deafness after 1 round by growing new sensory organs to replace those that were compromised.

Change Shape (Su) Once per day, as a standard action, a protean may change shape into any Small, Medium, or Large animal, elemental , humanoid, magical beast, monstrous humanoid, ooze, plant, or vermin. A paenum can resume a protean shape as a free action, and when it does so, it gains the effects of a heal spell (CL 20).

Dissolution (Su) A paenum’s slam attacks dissolve this reality’s matter into entropic chaos. Creatures hit by one of the attacks take 2 points of damage to every ability score, while objects and matter lose 2 points of hardness. If a substance with hardness 0 is subject to dissolution, it dissolves completely. Objects are affected one at a time. In the case of large objects, or matter in general, each hit affects matter in a cube with 5 feet to a side.

Dual energy healing (Ex) A paenum is healed by both positive and negative energy. They are affected by positive energy like a living being and by negative energy like an undead.

Endless Shapes (Su) A paenum does not possess a true form. Instead, unless it assumes a specific form with its Change Shape or Protean Shapes abilities, its form constantly changes apparently randomly to take any conceivable shapes (and any shape that no one would ever conceive). Its stats do not change when it does so.

Protean Shapes (Su) A paenum can change shape into a naunet, imentesh or keketar protean at will as a standard action. When it does so, it gains the natural attacks and some special abilities of the protean type whose shape it assumes, though it retains its own ability scores and abilities, except dissolution and shatter reality.

The changes are as follows: Naunet: Melee 2 claws +37 (1d6+15) and bite +37 (1d8+7) and 2 bites +37 (1d6+7 plus confusion (DC 25)) and tail +37 (1d6+7 plus improved grab); Reach 10 ft.; Special Attacks adaptive strike, coalesce chaos (CL 20) constrict 1d6+15 Imentesh: Melee 2 claws +37 (1d8+15) and bite +37 (2d6+7) and tail +37 (1d8+7 plus improved grab); Reach 10 ft.; Special Attacks constrict 1d8+15, sneak attack +4d6, warpwave (DC 27), Keketar: Melee +3 dancing heavy flail +40/+35/+30/+25 (2d8+25/19-20) and 2 claws +37 (1d8+7 plus transmutation (DC31, CL 20)) and bite +37 (2d6+7) and tail +37 (1d8+7 plus improved grab); Reach 10 ft.; Special Attacks bonded weapon, constrict 1d8+15, reshape reality (CL 20, DC 26); Aura spatial riptide (30 feet, DC 31)

Shatter Reality (Su) Reality cannot long bear the strain of a paenum’s presence, and the formerly immutable laws of reality fail. Roll 1d10 and consult the following table.

Table - Shatter Reality Effects
These effects last from the beginning of the protean’s turn until the beginning of his next turn

Roll	Event
1	Random Gravity (Roll 1d6: 1 – no gravity, 2 – heavy gravity, 3 – light gravity, 4 – reversed gravity, 5 – subjective directional gravity, 6 objective directional gravity (towards the outer edges of the aura)
2	Random Energy or Elemental Dominant Trait, minor (Roll 1d6: 1 – air, 2 – earth, 3 – fire, 4 – water, 5 – positive, 6 – negative)
3	Random Energy or Elemental Dominant Trait, major (Roll 1d6, results as in 2)
4	Accelerated Time (those within the aura get to act twice; handle initiative as usual, but skip combatants not within the aura every other round)
5	Decelerated Time (those not within the aura get to act twice, handle initiative as usual, but skip combatants within the aura every other round)
6	Chaos Incursion (strongly chaos-aligned)
7	Magic Fails (as dead magic zone, but Shatter Reality still works)
8	Synaesthesia (senses switch function randomly: non-proteans lose their action, sensory failures are randomly transformed, e.g. blindness becomes deafness, inability to smell becomes inability to feel by touch)
9	Wild Magic
10	Roll again twice.

Tongues (Su) A paenum is constantly under the effects of a tongues spell.

True Seeing (Su) A paenum is constantly under the effects of a true seeing spell.

True to Form (Ex) It is impossible that a paenum’s current form is not his true form or to discern his true form in any way. No outside force (except for the Maelstrom itself) can force a paenum to change his form: Polymorph effects fail, magical commands to change or reveal its true form or even its shapechanged status fail, and if caught in a dead magic zone or something similar, the paenum will instead stay in the form he currently held. A paenum that dies dissolves into pure chaos stuff, unless it was in a different shape using protean shapes, change shape, or other polymorph magic at the time, in which case it retains the form it died in in death.


Paenum proteans are a complete mystery, even to other proteans. Those few that know of their existence suspect that they are direct incarnations of the Maelstrom, receiving direct visions from the Cerulean Void or the Speakers of the Depths. True creatures of the Maelstrom, paenums do not have a native shape. The closest they have to a true form is an apparently erratic “cloud” of utter chaos about 10 feet in diameter, from which they can manifest pseudopods to attack and strangle everything around them, and more powerful slams that destabilise reality itself. Outside of the depths of the Cerulean Void, far away from even other proteans, they assume this non-shape only in the rarest of circumstances. Most of the time, they assume the shape – and identity – of a lesser protean, copying its shape and tactics, and the only inkling their enemies have that something is wrong is that the protean they face is extraordinary powerful (unless they downplay their powers). It is assumed by those few in the know that many surprising defeats of powerful creatures by the hands of apparently powerful naunets, imenteshs or keketars are really the work of paenums – though of course, a lot of the time, those proteans are just powerful specimens, so you cannot be sure until it drops its façade and lays waste to you, your allies, and the very reality around you. Practically nothing is known about paenums and their environment, since they rarely drop their disguise outside the deepest reaches of the Cerulean Void, and few who witness a paenum unleashed live to tell the tale.