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Grim Cloud

Gargantuan Undead (Incorporeal)
Hit Dice:24d12 (156 hp)
Initiative:+13 (+9 Dex, +4 Improved Initiative)
Speed:Fly 60 ft. (perfect)
AC:25 (-4 size, +9 Dex +10 deflection), touch 25, flat-footed 25
Base Attack/Grapple:  +12/-
Attack:incorporeal touch +12 melee (2d6 cold plus clutch of fear)
Full Attack:6 incorporeal touches +12 melee (2d6 cold plus clutch of fear)
Space/Reach:Varies/15 ft.
Special Attacks:Clutch of fear, fear aura, energy drain, create spawn
Special Qualities:Cloud form, aura of silence, life sense 300 ft., DR 15/good and silver, SR 31
Saves:Fort 8, Ref 17, Will 19
Abilities:Str -, Dex 28, Con -, Int 3, Wis 16, Cha 31
Skills:Listen +32, Hide +36, Spot +32
Feats:Ability Focus (clutch of fear), Alertness, Combat Expertise, Combat Reflexes, Dodge, Improved Initiative, Iron Will, Mobility, Run
Environment:Any Ruins
Challenge Rating:  20
Treasure:Double standard
Alignment:Always Chaotic Evil
Advancement:31 to 60 HD (Gargantuan);
61 to 90 HD (Colossal)
Level Adjustment:-

These powerful undead are animated by the collective spiritual force of a community which was destroyed by its own evil nature. They are entities of destruction, seeping from the earth to take the form of a boiling cloud of opaque darkness from which emanates only silence and fear. When it is done with its grisly feast upon any intruders it returns into the earth and slumbers until it feels the presence of nearby life once again.
    Grim clouds rarely venture far from their lairs, preferring to remain close to the ruins which birthed them. Grim clouds do not initiate or respond to any attempt at communication. Their minds are too tormented by their endless hunger to form coherent thought.

A grim cloud attacks by attempting to affect as many victims as possible with its clutch of fear incorporeal touch attack and then engulf them within its misty form.
    Clutch of Fear (Su): Creatures touched by a grim cloud's incorporeal touch attack must make a Will save (DC 34) or be paralyzed with fear, unable to do anything but cower in place. A creature paralyzed by a grim cloud's clutch of fear may attempt a Will saving throw each round to regain their senses. Clutch of fear is a fear effect.
    Fear Aura (Su): Grim clouds continually radiate a powerful 400 foot radius fear aura. This aura is present even when the grim cloud rests dormant in the ground. Creatures must make a Will save (DC 32) against this effect when they enter its radius and again when they first view the grim cloud or become shaken, creatures which fail this save by more than 10 become panicked with fear.
    Energy Drain (Su): Each round that a creature is within the body of a grim cloud it gains two negative levels. A grim cloud heals 5 points of damage for each negative level it inflicts. The Fortitude save to recover a negative level after 24 hours is DC 32.
    Create Spawn (Su): Any creature slain by a grim cloud becomes a wraith in 1d4 rounds. Its body remains intact and inanimate, but its spirit is torn free from its corpse and transformed. Spawn are under the command of the grim cloud that created them and remain enslaved until its death. They do not possess any of the abilities they had in life.
    Cloud Form (Ex): A grim cloud does not need to occupy a square area but may spread itself out into a series of contiguous five-foot squares. A grim cloud may enter and occupy the square of a corporeal creature, engulfing the creature within its body and provoking an attack of opportunity. Grim clouds rarely hesitate to simply engulf foes who continue to resist their clutch of fear attack.
    Aura of Silence (Su): All sound within a grim cloud is magically silenced.
    Lifesense (Su): A grim cloud notices and locates living creatures within 300 feet, just as if they possessed the blindsight ability. It also senses the strength of their life force automatically, as if it had cast deathwatch.

Due to the nature of a grim cloud, it is not rare to find large numbers of wraiths and other undead in the near vicinity. Grim clouds will attack any living creature that they sense, often first letting their fear aura work upon its victims before appearing to attack. Regions inhabited by grim clouds are eerily devoid of life.