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.
Warpwaves
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.
Table: Warpwave Effects
| d20 | Warpwave effect |
|---|
| 1 | Target takes 2 Strength damage. |
| 2 | Target takes 2 Dexterity damage. |
| 3 | Target takes 2 Constitution damage. |
| 4 | Target takes 2 Intelligence damage. |
| 5 | Target takes 2 Wisdom damage. |
| 6 | Target takes 2 Charisma damage. |
| 7 | Target gains 1 negative level. |
| 8 | Target is blinded or deafened for 1d4 rounds. |
| 9 | Target is confused for 1d4 rounds. |
| 10 | Target is entangled by filaments of energy for 1d4 rounds. |
| 11 | Target becomes fatigued (or exhausted if already fatigued). |
| 12 | Target becomes nauseated for 1d4 rounds. |
| 13 | Target is stunned for 1d4 rounds. |
| 14 | Target is sickened for 1d4 rounds. |
| 15 | Target is staggered for 1d4 rounds. |
| 16 | Target gains 4d6 temporary hit points. |
| 17 | Target is affected by a heal spell (CL = protean's CR). |
| 18 | Target is turned to stone. |
| 19 | Target is affected by baleful polymorph (CL = protean's CR). |
| 20 | Portions 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. |
This serpentine creature has the lower body of a snake, a humanoid torso, and a bird-like head and claws.
Imentesh CR 10
XP 9,600
CN Large outsider (chaotic, extraplanar, protean, shapechanger)
Init +7; Senses blindsense 30 ft., darkvision 60 ft.; Perception +20
Defense
AC 25, touch 12, flat-footed 22 (+3 Dex, +13 natural, –1 size)
hp 123 (13d10+52); fast healing 5
Fort +12, Ref +7, Will +14
Defensive Abilities amorphous anatomy, freedom of movement; DR 10/lawful; Immune acid, polymorph; Resist electricity 10, sonic 10; SR 21
Offense
Speed 30 ft., fly 30 ft. (perfect), swim 30 ft.
Melee bite +19 (2d6+7), 2 claws +19 (1d8+7), tail +17 (1d8+3 plus grab)
Space 10 ft.; Reach 10 ft.
Special Attacks constrict (1d8+7), inflict warpwave, sneak attack +4d6
Spell-Like Abilities (CL 10th; concentration +15)
Constant—detect law, tongues
At will—dimension door (self plus 50 lbs. of objects only), make whole, major creation, shatter (DC 17), shrink item
3/day—chaos hammer (DC 19), dispel magic, slow (DC 18)
1/day—break enchantment, dispel law (DC 20), haste, polymorph any object (DC 23)
Statistics
Str 24, Dex 17, Con 18, Int 23, Wis 18, Cha 21
Base Atk +13; CMB +21 (+25 grapple); CMD 34 (can't be tripped)
Feats Combat Expertise, Combat Reflexes, Improved Feint, Improved Initiative, Iron Will, Multiattack, Persuasive
Skills Acrobatics +19, Bluff +21, Diplomacy +25, Disable Device +16, Fly +9, Intimidate +25, Knowledge (arcana) +22, Knowledge (planes) +22, Knowledge (any two) +19, Perception +20, Sense Motive +20, Stealth +15, Swim +15
Languages Abyssal, Protean; tongues
SQ change shape (greater polymorph)
Ecology
Environment any (Limbo)
Organization solitary, pair, or envoy (3–10)
Treasure standard
Special Abilities
Inflict Warpwave (Su) As a standard action, an imentesh can inflict a warpwave upon any corporeal creature within 100 feet. The target can resist the warpwave's effects with a DC 20 Fortitude save. If the imentesh wishes, it can use this ability as a swift action, but if it does so, it is affected by the warpwave as well unless it resists the effects with its own Fortitude save. See page 213 for a list of possible effects caused by a warpwave. The save DC is Constitution-based.
Missionaries of chaos and heralds of reality's eventual unraveling, imenteshes are the proteans most likely to be encountered outside of Limbo. Despite their sometimes loquacious and courtly manner, imenteshes' entropic agenda is ever at the front of their minds, and this inherent madness is evident in the soft, telepathic susurrus that constantly surrounds them, threatening to warp the minds of the weak-willed.
An imentesh is 15 feet long and weighs 1,200 pounds.
Colors dance over this serpentine creature's scales. A strange crown of energy glows above the thing's reptilian head.
Keketar CR 17
XP 102,400
CN Large outsider (chaotic, extraplanar, protean, shapechanger)
Init +5; Senses blindsense 60 ft., darkvision 60 ft.; Perception +33
Aura spatial riptide (30 ft.)
Defense
AC 32, touch 14, flat-footed 27 (+5 Dex, +18 natural, –1 size)
hp 287 (23d10+161); fast healing 10
Fort +22, Ref +14, Will +22
Defensive Abilities amorphous anatomy, freedom of movement; Immune acid, polymorph; Resist electricity 10, sonic 10; SR 28; DR 15/lawful
Offense
Speed 40 ft., fly 40 ft. (perfect), swim 40 ft.
Melee bite +31 (4d8+9 plus warpwave), 2 claws +31 (2d6+9 plus warpwave), tail slap +29 (2d8+4 plus grab)
Space 10 ft.; Reach 10 ft.
Special Attacks constrict 1d8+9, reshape reality
Spell-Like Abilities (CL 17th; concentration +24)
Constant—detect law, tongues
At will—chaos hammer (DC 21), greater dispel magic, greater teleport (self plus 50 lbs. of objects only), major creation, move earth, shatter (DC 19)
3/day—quickened confusion (DC 21), dispel law (DC 22), empowered chaos hammer (DC 21), polymorph any object (DC 25)
1/day—disintegrate (DC 23), prismatic spray (DC 24), prismatic sphere (DC 26), reshape reality
Statistics
Str 29, Dex 21, Con 24, Int 20, Wis 25, Cha 24
Base Atk +23; CMB +33 (+35 bull rush, +37 grapple); CMD 48 (can't be tripped)
Feats Combat Expertise, Combat Reflexes, Empower Spell-like Ability (chaos hammer), Great Fortitude, Improved Bull Rush, Improved Vital Strike, Iron Will, Lightning Reflexes, Multiattack, Power Attack, Quicken Spell-like Ability (confusion), Vital Strike
Skills Acrobatics +31, Bluff +33, Diplomacy +33, Fly +11, Intimidate +33, Knowledge (arcana, planes) +31, Knowledge (any two) +28, Perception +33, Stealth +27, Swim +40
Languages Abyssal, Protean; telepathy 100 ft.
SQ change shape (greater polymorph)
Ecology
Environment any (Limbo)
Organization solitary or chorus (2–4)
Treasure standard
Special Abilities
Reshape Reality (Sp) This ability functions as the spell mirage arcana heightened to a 9th-level spell, except the changes created are quasi-real, like those created by shadow conjuration. A creature that interacts with reshaped reality may make a DC 26 Will save to see through the semi-real illusion. Terrain can provide concealment, and against foes who do not make the Will save to see through the facade, reshaped reality can provide cover. For disbelievers, quasi-real objects and terrain have only 20% normal hardness and hit points, and break DCs are 10 lower than normal. Dangerous terrain cannot exceed 5d6 points of damage per round (1d6 per round against disbelievers). This ability cannot damage existing structures, nor does it function in areas where planar travel is prohibited.
Spatial Riptide (Su) Any non-protean teleporting into or out of the protean's aura must make a DC 28 Fortitude save or enter a state of suspended animation (identical to temporal stasis) for 1d3 rounds; success means the creature is merely nauseated for 1 round. The save DC is Constitution-based.
Warpwave (Su) A creature struck by a keketar's claw or bite must make a DC 28 Fortitude save or be affected by a warpwave. The save DC is Constitution-based.
Priests and prophets, keketars are the leaders of their race, guiding proteans in their sacred mission to return all existence to primal chaos.
Tentacles tipped with snapping jaws emerge from this serpentine creature's back, complementing the vicious maw in its reptilian face.
Naunet CR 7
XP 3,200
CN Large outsider (chaotic, extraplanar, protean, shapechanger)
Init +7; Senses blindsense 30 ft., darkvision 60 ft., detect law; Perception +15
Defense
AC 20, touch 12, flat-footed 17 (+3 Dex, +8 natural, –1 size)
hp 94 (9d10+45)
Fort +11, Ref +11, Will +6
Defensive Abilities amorphous anatomy, freedom of movement; DR 5/lawful; Immune acid, polymorph; Resist electricity 10, sonic 10; SR 18
Offense
Speed 30 ft., fly 30 ft. (perfect), swim 30 ft.
Melee bite +14 (1d8+5) , tail slap +11 (1d6+2 plus grab), 2 tentacles +11 (1d6+2 plus confusion)
Space 10 ft.; Reach 10 ft.
Special Attacks adaptive strike, coalesce chaos, constrict (1d6+5)
Spell-Like Abilities (CL 7th; concentration +9)
Constant—detect law
At will—acid arrow, fog cloud, dimension door (self plus 50 lbs. of objects only), shatter (DC 14)
1/day—chaos hammer (DC 16)
Statistics
Str 20, Dex 17, Con 20, Int 11, Wis 16, Cha 15
Base Atk +9; CMB +15; CMD 28
Feats Combat Reflexes, Improved Initiative, Lightning Reflexes, Multiattack, Weapon Focus (bite)
Skills Acrobatics +15, Fly +9, Intimidate +14, Perception +15, Stealth +11, Survival +15, Swim +25
Languages Abyssal, Protean
SQ change shape (polymorph)
Ecology
Environment any (Limbo)
Organization solitary, pair, or cacophony (3–12)
Treasure none
Special Abilities
Adaptive Strike (Su) A naunet's natural weapons count as magical and chaotic for the purposes of overcoming damage reduction. As a free action once per round, a naunet may infuse all of its natural attacks with adamantine, silver, or cold iron, thereby allowing it to overcome damage reduction of those types as well.
Coalesce Chaos (Su) Once per day as a standard action, three or more naunets working together can create a roiling cloud of multicolored chaos matter. This effect is identical to solid fog (CL 12th) and lasts for 2d6 rounds. If six or more naunets are present, the coalesced chaos instead functions as acid fog (CL 12th).
Confusion (Su) A creature struck by a naunet's tentacle attack is infused with raw chaos, and must make a DC 19 Will save or be confused for 1 round. Rounds of confusion dealt in this manner stack. A creature with a chaotic component to its alignment gains a +4 bonus on saves against this effect, and creatures with the chaotic subtype are immune. This is a mind-affecting effect. The save DC is Constitution-based.
Far more bestial than their kin, naunets are the lowest caste of the true proteans, the shock troops of their race and roving marauders in the cause of chaos. Primarily found in the shifting borderlands between Limbo and other planes, naunets are driven half-insane by the stability and stasis of such areas, and frequently rampage through the edges of other planes, tearing up the very fabric of reality itself and returning vast swaths of land to the beautiful, formless potentiality of their home.
A naunet is 12 feet long and weighs 900 pounds.
This tiny, iridescent serpent slithers through empty space, the air around it distorting as if from heat.
Voidworm CR 2
XP 600
CN Tiny outsider (chaotic, extraplanar, protean, shapechanger)
Init +3; Senses blindsense 30 ft., darkvision 30 ft., detect law; Perception +8
Defense
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
Offense
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)
Statistics
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)
Ecology
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.
