Ulgurstasta (CR 11)

Gargantuan Undead
Alignment: Always chaotic evil
Initiative: +6 (+2 Dex, +4 Improved Initiative); Senses: Listen +23 and Spot +23
Languages: Ulgurstastas understand Common, though they cannot speak it.

AC: 17 (-4 size, +2 Dex, +9 natural), touch 8, flat-footed 15
Hit Dice: 17d12 (110 hp); DR: 10/magic and piercing
Fort +7, Ref +7, Will +13
Speed: 40 ft.
Space: 20 ft./20 ft.
Base Attack +8; Grapple +29
Attack: Bite +13 melee
Full Attack: Bite +13 melee
Damage: Bite 3d6+13
Special Attacks/Actions: Breath weapon, improved grab, necromantic acid, spawn skeletons, swallow whole, tendrils
Abilities: Str 28, Dex 15, Con -, Int 18, Wis 16, Cha 19
Special Qualities: Acid immunity, cold immunity, SR 21, undead traits
Feats: Cleave; Combat Reflexes; Great Cleave; Great Fortitude; Improved Initiative; Power Attack
Skills: Intimidate +24, Knowledge (any four) +24, Listen +23, Search +24, and Spot +23
Advancement: 18-51 HD (Colossal)
Climate/Terrain: Any land and underground
Organization: Solitary (1, plus 12-32 skeletons of varying sizes)
Treasure/Possessions: -

Source: Fiend Folio

Breath Weapon (Su): In an emergency, an ulgurstasta can regurgitate the contents of its stomach. This results in a cone of necromantic acid 60 feet long. Anyone in the cone's path must make a Reflex saving throw (DC 18) or take 3d6 points of Constitution drain. Those who succeed take only 1d6 points of Constitution damage. Creatures killed in this manner animate in the next round as skeletons under the ulgurstasta's control. Any dormant skeletons in the ulgurstastas gut (see below) are vomited up as well. These undead animate at once and attack everything in sight except the ulgurstasta. Once the ulgurstasta has vomited, it cannot do so again for one day. Creatures swallowed during this period do not take Constitution drain. An ulgurstasta unable to use its breath weapon often tries to flee until it can replenish its supply of acid.

Improved Grab (Ex): If an ulgurstasta hits an opponent that is at least one size category smaller than itself with a bite attack, it deals normal damage and attempts to start a grapple as a free action without provoking an attack of opportunity (grapple bonus +29). Thereafter, the ulgurstasta has the option to conduct the grapple normally, or simply use its bite to hold the opponent (-20 penalty on grapple check, but the ulgurstasta is not considered grappled). In either case, each successful grapple check it makes during successive rounds automatically deals bite damage.

Necromantic Acid (Su): Someone swallowed by an ulgurstasta is in deep trouble - the creature feeds on raw life and transforms its victims into animated skeletons that the ulgurstasta can later regurgitate. A swallowed victim takes 1d8 points of Constitution drain each round from the necromantic acid inside the creature. Upon death, the victim's remains are infused with the acid and transformed into an animated skeleton. Skeletons remain dormant in the ulgurstasta's gut until it vomits them up.

Spawn Skeletons (Su): As a full-round action, an ulgurstasta can regurgitate dormant skeletons. At any one time, an ulgurstasta has 2d4 skeletons of various sizes in its gut. These undead obey the ulgurstasta's mental commands without fail and can function in the round after regurgitation. For 1d6 rounds after being vomited up, these skeletons are covered with necromantic acid. They deal 1 point of Constitution drain with each successful attack in addition to other damage dealt. Ulgurstastas are always followed by a band of previously spawned skeletons.

Swallow Whole (Ex): An ulgurstasta can swallow a single creacure that is at least one size category smaller than itself by making a successful grapple check (grapple bonus +29), provided it already has that opponent in its maw (see Improved Grab, above). Once inside the ulgurstasta, the opponent is bathed in necromantic acid (see above). A successful grapple check allows the swallowed creature to climb out of the stomach and return to the ulgurstasta's maw, where another successful grapple check is needed to get free. Alternatively, a swallowed creature can try to cut its way out with either claws or a light piercing or slashing weapon. Dealing a total of at least 25 points of damage to the stomach (AC 14) in this way creates an opening large enough to permit escape. Once a single swallowed creature exits, muscular action closes the hole; thus, another swallowed opponent must cur its own way out. An ulgurstasta's maw can hold 2 Huge, 8 Large, 32 Medium-size, or 128 Small or smaller opponents.

Tendrils (Ex): The millions of pores on an ulgurstasta's body provide it with a deadly defense; each pore contains a coiled, 40-foot-long, hair-thin tendril. When the creature is angered, the tendrils extend to their full range and whip about in a frenzy. This storm of tendrils renders an ulgurstasta immune to Small non-magical ranged weapons such as arrows and deals 1d12 points of slashing damage per round to any creature within 40 feet of the ulgurstasta. Anyone in this area also takes a -2 circumstance penalty on attack rolls.

Ulgurstastas have grown much more intelligent over the centuries and behave accordingly. An ulgurstasta attacks with its jaws. These jaws are mounted on a flexible stalk and have a reach of 20 feet.

The first ulgurstasta was created ages ago by Kyuss, a powerful evil cleric turned demigod. An ulgurstasta is a nauseating creature that looks like a massive, pale-yellow maggot. Twin rows of dozens of pulpy, rudimentary legs tipped with bony spurs provide it with a surprisingly effective means of locomotion. Its head is studded with dozens of humanoid eyes, below which drools a maw filled with hooked teeth. Millions of distended pores that continually weep a foul-smelling mucus cover its body. The horror radiates a cloying stink of rotting flowers and sour milk.

Vague notes surviving from Kyusss time indicate that the process of creating an ulgurstasta is long and dangerous. The newly formed beast has an Intelligence of 1 and can immediately create new skeletons. It obeys the vocal commands of its creator and can think for itself only upon reaching an intelligence score of 10.

The one thing that Kyuss didn't count on was the fact that an ulgurstasta retains some of the memories of those it consumes. Thus, the more it ate, the more intelligent it grew. By the time Kyuss vanished, most of his ulgurstastas had become at least as intelligent as ghouls. Knowing that they would be hunted down and destroyed by Kyuss's remaining enemies, the ulgurstastas retreated deep into the wilderness. Despite their attempt at self-preservation, most of them were hunted down and slain in the coming years, until only a handful survived deep in the Wormcrawl Fissure. Recently, one or two ulgurstastas have supposedly surfaced in isolated areas far from the Wormcrawl (such as in the Pomarj or the Bone March), where the local denizens worship them as gods.

The ulgurstasta is a solitary being and has no desire or need to be around others of its kind. Should two beasts of Kyuss meet, they give each other a wide berth. Since they were created through powerful necromantic magic, these creatures cannot reproduce, nor do they need to breathe or eat. Their orders once drove them to convert living beings into skeletons, but as time wore on, this drive has been replaced by a need to become more intelligent. As a general rule, every thousand skeletons created by an ulgurstasta allow it to retain enough thoughts and memories to gain a point of Intelligence, it is not unlikely that in some forgotten corner of the Wormcrawl, there might lurk an ulgurstasta of genius level or higher: these ulgurstastas might even have mastered the school of Necromancy themselves.