# Silthilar
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*This cloud of pale green mist defi es the laws of nature, coiling and roiling almost with a mind of its own. Long, dark green spines the size of a rapier blade, up to four at a time, constantly
form and dissolve within the cloud. Suddenly, it collapses in on itself to take on the crude form of a fl ying eight-limbed creature. The four upper limbs end in long spines, and the four lower limbs end in tiny, four-fi ngered hands. Its roughly humanoid torso is covered with dark green plates, and its head is a writhing mass of tendrils.*
<div class="grid-container"><div class="MON">Coalesced Form Silthilar</div>
<div class="CR">CR 7 (3,200 XP)</div>
<div class="SOU">Lords of Madness pg. 168</div>
<div class="SYS">Dungeons & Dragons 3.5</div></div>
CG Fine Aberration (shapechanger, swarm)
**Init** +9
**Senses** darkvision 60 ft., low-light vision; **Perception** +13
#### defense
**AC** 23, 23 touch, 10 flat-footed (+5 Dex, +8 size)
**hp** 68 (9d8+27)
**Fort** +6, **Refl** +8, **Will** +9
**Feint** 20, **Demoralize** 20
**Defensive Abilities** immortality, swarm traits
**Immune** disease, weapon damage
#### offense
**Speed** 20 ft., fly 40 ft. (perfect)
**Melee** swarm (2d6 plus distraction and infestation) or 4 claws +11 (1d4 plus infestation)
**Space** 10 ft., **Reach** 0 ft.
**Special Attacks** infestation, warp flesh
#### statistics
**Str** 10, **Dex** 20, **Con** 16, **Int** 20, **Wis** 12, **Cha** 17
**BAB** +6, **CMB** +6, **CMD** 21, **TA** +6, **RTA** +11
**Feats** [[Ability Focus]] (warp flesh), [[Graft Flesh]], [[Improved Initiative]], [[Iron Will]], [[Weapon Finesse]]
**Skills** Diplomacy +12, Fly +25, Heal +10, Knowledge (arcana) +14, Knowledge (dungeoneering) +14, Knowledge (history) +14, Perception +13, Sense Motive +10, Spellcraft +17
**Languages** Aklo
**SQ** coalesce
#### special abilities
### Coalesce (Su)
As a standard action that provokes attacks of opportunity, a silthilar can switch between its swarm form to its solid form, and remain in that form indefinitely. While coalesced, a silthilar can take up space and manipulate objects as a single solid medium size creature. It loses its size bonus to AC, but gains a +8 natural armor bonus to AC, it looses its swarm damage and distraction abilities, but gains a claw attack. If a silthilar is struck with a physical attack while coalesced, it take no damage, but must make a Will save (DC 10 + the number of points of damage dealt by the attack) or revert immediately to swarm form and be nauseated for 1d4 rounds.
A silthilar can return to swarm form as a move action.
### Immortality (Ex)
A silthilar does not age, nor can it be harmed by effects that cause magical aging.
### Infestation (Su)
A silthilar can infest any living creature it damages with is swarm or claw attacks. Affected creatures must succeed at a DC 17 Fortitude save or take 1d4 points of ability damage selected randomly from Strength, Dexterity, or Constitution. The save DC is Constitution-based.
### Warp Flesh (Su)
As a full-round action that provokes attacks of opportunity, a silthilar in swarm form can focus its attention on a single living creature that shares its space, warping its flesh. This functions as _polymorph any object_, except that it can only change a living creature into another living creature. A successful DC 19 Fortitude save negates the effect. The save DC is Constitution-based.
A silthilar does not deal normal swarm damage or cause distraction on a round in which it warps flesh.
#### tactics
A silthilar swarm’s attacks depend on its current shape. As a swarm, it prefers to simply engulf enemies and scour away at exposed fl esh. If coalesced, a silthilar attacks more conventionally; it can use its claws with great finesse.
#### ecology
**Terrain** Temperate forests
**Organization** Solitary, gang (2–4 swarms), or colony (5–12 swarms)
**Treasure** Standard
**Advancement** By character class
The silthilar are an unusual form of colonial intelligence found only in the most tangled and remote forests of the world. They are all that remains of a proud and ancient race of sylvan creatures that had mastered the art of grafting and shaping living fl esh to suit their own needs. Their world crumbled eons ago when their research unleashed a terrible magic plague. Silthilar wizards, in an act of desperation, worked a powerful spell that separated their minds from their failing bodies. The spell shattered their minds into millions of tiny motes of fl esh and bone, each of which served as a vessel for a single piece of silthilar lore. Alone, a single piece of fl esh or bone was nothing more than quiescent lore, but together, the particles formed a powerful hive mind capable of organizing thousands upon thousands of similar particles into a single entity.
Today, the silthilar exist as these hive-mind swarms. In their new form, the silthilar are free to pursue their research and experiments without fear of disease or old age. Fortunately, their curiosity about the fl esh is tempered by their respect for life. With the notable exception of rogue swarms, most silthilar restrain their research to volunteers who seek out the silthilar to enhance their own bodies.
A silthilar swarm that is at rest or performing research appears as a roiling cloud of green particles. Up close, a single particle appears as a tiny sphere of fl eshy tendrils and bony spines, no more than half an inch in diameter and often much smaller than that.
Unlike other swarms, a silthilar swarm can organize itself and transform into a solid shape that closely approximates that of their original body, although one without distinguishing features. In this form, a silthilar is roughly human-sized and shaped, with eight long, thin limbs arranged in a radial pattern around the body in two rings of four. Its four lower extremities end in tiny hands, each with four fi ngers extending in a radial pattern from the palm, that wield kukris. (When a silthilar assumes swarm form, it stores these weapons in an extradimensional pocket.) Its upper arms are arranged in a similar manner, and each ends in a long, thin spine that serves as a natural weapon. A silthilar’s head is a roughly spherical mass of hundreds of thin tendrils.