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Protean, Voidworm

This tiny, iridescent serpent slithers through empty space, the air around it distorting as if from heat.

Voidworm CR 2

Source Bestiary 2 pg. 217
XP 600
CN Tiny outsider (chaotic, extraplanar, protean, shapechanger)
Init +3; Senses blindsense 30 ft., darkvision 30 ft., detect law; Perception +8


AC 15, touch 15, flat-footed 12 (+3 Dex, +2 size)
hp 16 (3d10); fast healing 2
Fort +1, Ref +6, Will +2
Defensive Abilities amorphous anatomy, freedom of movement; Immune acid; Resist electricity 10, sonic 10


Speed 20 ft., fly 50 ft. (perfect)
Melee bite +8 (1d3–2), tail slap +3 (1d3–2 plus confusion)
Space 2-1/2 ft., Reach 0 ft.
Spell-Like Abilities (CL 6th; concentration +7)
Constant—detect law
At will—dancing lights, ghost sound (DC 11), prestidigitation
3/day—blur (self only), obscuring mist
1/week—commune (CL 12th, 6 questions)


Str 7, Dex 17, Con 10, Int 8, Wis 8, Cha 13
Base Atk +3; CMB +4; CMD 12 (can’t be tripped)
Feats Skill Focus (Perception), Weapon Finesse
Skills Acrobatics +9 (+5 jump), Bluff +7, Escape Artist +7, Fly +19, Knowledge (arcana) +5, Perception +8, Stealth +15
Languages Common, Protean
SQ change shape (2 forms, both of which must be Tiny animals; beast shape II)


Environment any (Limbo)
Organization solitary, pair, or school (3–18)
Treasure none

Special Abilities

Confusion (Su) A creature struck by a voidworm’s tail slap must make a DC 12 Will save or become confused for 1 round. This is a mind-affecting effect. The save DC is Charisma-based.


Debate rages as to whether or not the strange and capricious creatures called voidworms are actually proteans at all. To the wizards and sorcerers who summon them as familiars, the answer seems obvious—these tiny dwellers of Limbo have all the requisite racial traits of proteans, down to their serpentine shapes. Yet the established protean castes find such claims outright insulting, claiming instead that it is such acts of conjuration that call voidworms forth from the raw stuff of Limbo, giving them shape and life according to the spellcasters’ expectations, and that these lesser beings are but pale reflections of their formidable kin. Voidworms themselves have little to say on the matter—creatures of the moment, and sparing little thought for the constantly mutable concept of “reality,” voidworms only barely grasp cause and effect, and the past has no more substance or significance for them than a dream. In order to gain a voidworm as a familiar, a spellcaster must be chaotic neutral, be caster level 7th, and have the Improved Familiar feat.

Regardless of their actual origins, voidworms maintain a thriving ecology in the chaos of Limbo, forming together into darting, flashing schools that are often hunted for sport by naunets and other predators of chaos. Mortal wizards, however, most commonly encounter voidworms as summoned familiars. These tiny, serpentine creatures are particularly valued by illusionists, evokers, and other magical practitioners who deal with distorting or molding reality, though the familiars’ bizarre logic and miniscule attention spans sometimes make them more trouble than they’re worth. Still, their confusing attack and remarkable hardiness have saved more than one wizard on the battlefield, and their strange thought processes can sometimes offer unique insights in the laboratory. When traveling in more mundane lands, wizards often order voidworm familiars to use their change shape ability to disguise themselves as ordinary pets or animal familiars, though these disguises tend to slip when the voidworm grows curious or playful.

A voidworm is only 2 feet long and weighs a mere 2 pounds. No two voidworms are exactly alike in their coloration or markings. Their two feathery wings generally take on brighter colors than the rest of their bodies, and in the case of voidworms conjured as familiars, these “wings” are the same color as their masters’ eyes.

Creatures in "Protean" Category



Source Bestiary 2 pg. 213
Beings of pure chaos, the serpentine proteans slither through the anarchic improbabilities of Limbo, remaking reality according to their whims. According to their own history, they were already here when the first gods pulled forth the other planes from raw chaos—and they have been battling against the indignity ever since. Hereditary and ideological enemies of Axis, Heaven, and Hell, and especially of the residents of those planes, all proteans see it as their sacred duty to return the bland, static expanses of mundane reality to the beautiful incongruities of Limbo, for the planes' own good and for the greater glory of their mysterious god, a dualistic deity which may be a living aspect of Limbo itself. They are Limbo's living, breathing immune system, rooting out infections of mundanity and replacing them with beautiful entropy.

Primeval in shape and philosophy, proteans are the race that most perfectly embodies the twin aspects of creation and destruction (although certain aeons might contest this claim). Even their language is mutable, evolving so quickly that few outsiders can understand it without magical aid. Ecological study is nearly impossible, as reproduction can take a wide variety of forms, from sexual union to fission to spontaneous generation. Despite their deceptively similar natural appearances, the two things that truly unify the protean race are slavish devotion to their strange god and a fervent desire for the dissolution of reality as we know it.

Proteans are organized into several sub-races or castes, each with its own individual abilities and roles. Other proteans than the four presented here doubtless exist, but they do not interact with other races nearly to the extent that these four types do.

Voidworms: Disowned by greater proteans, who find these tiny beings shameful, voidworms nevertheless retain all the characteristics of true proteans, and are frequently found swimming through Limbo in vast schools or serving as spellcasters' familiars.

Naunets: Possessing little in the way of culture, the powerful naunets are the most bestial of the true proteans, representing the lowest recognized caste. Naunets are the shock troops of the protean race, and patrol the borderlands between Limbo and other planes, seeking out lawful incursions and making daring, savage raids into the realms of their enemies.

Imenteshes: These cunning proteans seek to subvert the forces of order from within their own systems, whispering information and insinuations where they can do the most damage. Endlessly creative, they adore reforming the landscapes of Limbo to suit their fancies, but enjoy warping the vistas and creatures of other planes even more.

Keketars: Priest-kings and voices of Limbo itself, keketars rule their fellows in the name of their bizarre god. Though their forms are extremely mutable, keketars can always be recognized thanks to eyes that glow amber or violet and floating crowns of swirling and changing symbols that often appear above their heads. Organized into cabals called choruses, keketars seek only to understand and follow the will of entropy.

Protean Lords

While the keketars are the highest caste of the protean race, there exist a few scattered individuals who put even the mightiest chorus to shame. Equal in power to demon lords or empyreal lords, the beings known as protean lords are an enigma, far older than other proteans and perhaps spawned in a previous iteration of the multiverse or somewhere beyond the depths of Limbo. Disdaining direct leadership, protean lords act according to their own desires, occasionally appearing to advise their lesser kin or keep an inscrutable eye on entities whose powers rival their own.


Many proteans, particularly the imenteshes, have the ability to create and manipulate ripples in reality known as warpwaves. Yet even a protean can't predict what effects a warpwave might have. When a creature is affected by a warpwave, roll 1d20 and consult the table below to see what effect the entropic energies have.

d20Warpwave effect
1Target takes 2 Strength damage.
2Target takes 2 Dexterity damage.
3Target takes 2 Constitution damage.
4Target takes 2 Intelligence damage.
5Target takes 2 Wisdom damage.
6Target takes 2 Charisma damage.
7Target gains 1 negative level.
8Target is blinded or deafened for 1d4 rounds.
9Target is confused for 1d4 rounds.
10Target is entangled by filaments of energy for 1d4 rounds.
11Target becomes fatigued (or exhausted if already fatigued).
12Target becomes nauseated for 1d4 rounds.
13Target is stunned for 1d4 rounds.
14Target is sickened for 1d4 rounds.
15Target is staggered for 1d4 rounds.
16Target gains 4d6 temporary hit points.
17Target is affected by a heal spell (CL = protean's CR).
18Target is turned to stone.
19Target is affected by baleful polymorph (CL = protean's CR).
20Portions of target's body burst with energy of a random type (choose between acid, cold, electricity, or fire), dealing 4d6 points of damage of the appropriate type to the target.