Pillowpuff (3.5e Monster)

''What you mistook for a small hillock at first glance suddenly erupts from the ground, and three serrated spears of bone shoot out with terrifying speed. An undulating, amoeboid shape with skin covered in fine waving fur ripples across the ground towards you. With a popping noise it ejects several small balls of fluff the size of a child's fist. They seem harmless until they settle on your body and begin screaming. And now the large, fluffy mound comes charging at you with alarming speed.''

Pillowpuffs, also called Killpillows or Crawling Carpets, are usually found in remote wild places. They are deadly hunters, striking from ambush and overwhelming prey with their sudden ferocity. Those that escape the first strike are usually brought down by its puff spores mere seconds later. Rangers and Druids often learn of a pillowpuff's presence when they find pits full of broken bones where the creature has disgorged the undigestable parts of the animals it hunts.

A pillowpuff's elastic skin is covered in hairs that change color based on the creature's surroundings, and also act as sensory organs. An expanding orifice on the underside of the creature admits food and regurgitates undigested matter, such as bone or metal. The innards of the creature are composed of thousands of small, muscle-sheathed shards of cartilage that allow it to flow like an amoeba, cling to almost any surface, and also serrate swallowed food into tiny pieces for quicker digestion. The only true solid parts of the creature are three massive bone spears composed of three jointed segments. These bone spears actually pierce the hide of the pillowpuff as they strike, dealing 1 point of damage each. If the pillowpuff does not retract the bone spear immediately (such as for use in subsequent rounds of combat) the pillowpuff does not take additional damage from further use of an already extended bone spear.

A pillowpuff is about 8 feet across and can bulge up to seven feet high, or flatten out to as little as two feet high. A pillowpuff usually weighs about 400 pounds. Pillowpuffs do not speak or make sounds. They do not sleep, but eat and breathe.

Combat
Pillowpuffs like to lurk near watering holes or game trails. They will burrow a few centimeters under loose soil, its adaptive camoflage helping to blend in even further, their tremorsense alerting them to the vibrations of approaching prey. If the prey comes within striking distance, the pillowpuff explodes from hiding with a full power attack, its three folding bone spurs lashing out like the arms of a praying mantis. Prey that passes within 30 feet often face a short but devastating charge by the pillowpuff using the same bone spear power attack. For prey further out, or for multiple targets, the pillowpuff will shoot its puff spores out to bring down the prey, then hurry over and consume the fallen victims. Pillowpuffs are deaf, but can sense the intense vibrations of a puff spore for up to half a mile away. This way the puff spores not only bring down more agile prey, but also serve as a locator for the slower pillowpuff. Badly wounded Pillowpuffs will spray the rest of their spores at opponents and attempt to flee out of range, hiding until it has a chance to recover. Though they can be trained to guard an area, Pillowpuffs seldom attack unless the odds are in its favor.

Amorphous : A Pillowpuff is not subject to critical hits. It cannot be flanked.

Camouflage : A pillowpuff's skin changes color to match its surroundings, giving it a +8 on hide checks. The pillowpuff's skin will change color even after death, making their hides extremely valuable to those foolish or brave enough to hunt them.

Improved Grab : A pillowpuff that hits a medium or smaller creature with its bone spear attack uses the serrated notches to start a grapple as a free action without provoking an attack of opportunity.

Puff Spores :  As a standard action, a Pillowpuff can spit 1 puff spore for every 4 hit dice it possesses per round. This is a ranged touch attack with a range of 60 feet. A Pillowpuff's body contains a number of puff spores equal to its HD. Pillowpuffs replenish their puff spores at a rate of one puff spore per minute. Immediately upon landing, the puff spore emits a piercing shriek that does 2d4 sonic damage per round to the creature it attaches to until removed. Other creatures within 5 feet of a creature with attached puff spores must make a DC 21 Fort save or take half the sonic damage. All creatures within 30 feet take a -10 to listen checks. Puff spores stick to what they land on, requiring a DC 23 Strength check to remove, and those foolish enough to pull one off with their hands will then find the puff spore stuck to their hand. Puff spores will shriek for a number of rounds equal to 5+ the pillowpuff's Constitution modifier before expending their power and falling silent. The spores do not function in a silence field or anti-magic field, but the intense sonic vibrations will still do damage even immersed in liquid or smothered against the ground. Puff spores have an AC of 10, hardness 7 and 4 HP. Puff spores will still stick to their target once destroyed, but will cease shrieking.

Swallow Whole : A pillowpuff can attempt to pull in and swallow a grappled medium or smaller opponent by making a successful grapple check. A swallowed creature immediately takes 2d6 damage from thousands of tiny teeth, plus 1d6 acid damage from the digestive enzymes, and takes this damage each round they remain swallowed. A swallowed creature can cut its way out by dealing 5 points of damage to the pillowpuff (same AC). However, due to the pressure of the internal muscles of the pillowpuff, a swallowed creature is still considered grappled, and can only use natural weapons, unarmed strikes or a light weapon. A pillowpuff's body can hold 1 medium creature, 2 small creatures, 8 tiny creatures and so on.

Undulating Charge : A pillowpuff can charge across difficult terrain without difficulty due to its form of locomotion using thousands of tiny "feet". It can even charge across ceilings, slick or even vertical surfaces, providing it does so in a straight line.