Flayer Leech

Flayer Leech CR 4

XP 1,200
NE Tiny vermin
Init +5; Senses darkvision 60 ft.; Perception +10

DEFENSE

HP 50
EAC 16; KAC 18
Fort +8; Ref +6; Will +3
Defensive Abilities regeneration 5 (acid)
Weaknesses vulnerable to bludgeoning

OFFENSE

Speed 30 ft., burrow 20 ft.
Melee attach +12 or bite +12 (1d6+7 P plus drink marrow; critical bleed 1d4)
Space 2-1/2 ft.; Reach 0 ft.
Offensive Abilities mandible dance, mindless

STATISTICS

Str+3; Dex +5; Con +2; Int —; Wis +0; Cha +0
Skills Athletics +10, Stealth +15

SPECIAL ABILITIES

Drink Marrow (Ex)

A flayer leech has a pharyngeal proboscis that can quickly vibrate at a subsonic frequency, allowing it to easily pierce through bone and similar hardened internal structures to consume a creature’s marrow. A creature struck by a flayer leech’s bite must succeed at a DC 15 Fortitude save or be sickened for 1 minute. Further bites from the flayer leech don’t worsen this condition, only extend the duration.

Mandible Dance (Su)

As a full action, a flayer leech can stand its body vertically, opening each of its five petal-like jaws and gesticulating with its vast array of complex mouth parts and hooked teeth in a strange performance. Each creature within 30 feet of the flayer leech must succeed at a DC 13 Will save or be fascinated for as long as the flayer leech continues its dance and for 1 round thereafter.

This is a sense-dependent, mind-affecting effect. A flayer leech can move toward a fascinated creature, enter its space, and attempt an attach attack without ending the condition. However, if the flayer leech attempts to bite a fascinated creature, the condition ends as normal.

ECOLOGY

Environment any land
Organization solitary, pair, coil (3–6), or brood (7–12)

A flayer leech is a tiny invertebrate with a semitranslucent body and what appears to be a head that tapers to a point.

This head is actually a segmented mouth that unfolds into five petal-like jaws, each lined with row upon row of curved, barbed teeth. Lodged deep within the flayer leech’s throat is a retractable proboscis that, when extended, vibrates at an ultrasonic frequency high enough that it can pierce a creature’s bones, siphoning the marrow inside. This appendage is surrounded by a pair of spinnerets that produce a durable material that is essential to a flayer leech’s life cycle. A flayer leech is approximately 1 foot long and weighs only a few pounds.

A flayer leech is a mindless, opportunistic predator that preys on all living creatures, but when it kills a humanoid or monstrous humanoid, it can wear the skin of its victim like a suit of clothes after a process of metamorphosis.

After dragging a corpse to a secluded location (sometimes underground), a flayer leech begins the grim work that inspired its name, using its barbed teeth to carefully cut off the corpse’s flesh in large pieces. The flayer leech then siphons as much marrow as it can out of the creature’s bones, enough to sustain the leech for weeks, and consumes the brain.

Once full, the flayer leech returns its attention to the pieces of skin, using its spinnerets to create a nearly invisible filament and its proboscis like a needle to stitch the tatters back together, exactly as they once were. This filament is coated with a regenerative wax that fuses the flayed skin back together, leaving only barely visible lines. The flayer leech crawls into this fleshy cocoon and pupates within for 2d6 days, developing a bone structure and vocal organs, as well as respiratory, circulatory, and nervous systems similar to that of the victim. It also absorbs a portion of the victim’s memories from the victim’s brain matter and acquires some psychic abilities. After this period, a flayer leech becomes a flayer leech effigy, a convincing simulacrum of the dead creature.

A flayer leech effigy then attempts to insert itself into the dead creature’s life, though close friends might recognize a changed demeanor, as the effigy speaks rarely and doesn’t engage in as many social functions as the victim. In addition, an effigy’s auditory organs are sensitive to sounds that wouldn’t normally harm humanoids of the same type, which can sometimes give away the effigy’s true nature. When threatened, an effigy can protrude larger versions of its pharyngeal proboscis from small slits just below its wrists to defend itself. It also uses these tubes to extract the marrow it needs to reproduce—a disgusting parthenogenesis wherein the effigy belches forth fully grown flayer leeches.