The Flesh

Medium aberration, neutral evil

Armor Class 14 (natural armor)
Hit Points 78 (12d8 + 24)
Speed 30 ft., (climb 30 ft. and swim 30 ft. in true form)

18 (+4) 14 (+2) 14 (+2) 8 (–1) 13 (+1) 10 (+0)

Condition Immunities charmed, frightened
Skills Deception +4, Insight +5
Senses darkvision 60 ft., passive Perception 11
Languages the languages the host creature knew in life Challenge 4 (1,100 XP)
Proficiency Bonus +2


  • Amphibious. The flesh can breathe air and water.
  • Amorphous (True Form Only). The flesh can move through a space as narrow as 1 inch wide without squeezing.
  • Mimicry (Assumed Form Only). The flesh can mimic the sounds and voice of its assumed form. A creature that hears these sounds can tell they are imitations with a successful DC 14 Wisdom (Insight) check.
  • Regeneration. The flesh regains 5 hp at the start of its turn. If the flesh takes acid or fire damage, this trait doesn’t function at the start of the flesh’s next turn. The flesh dies only if it starts its turn with 0 hp and doesn’t regenerate.


  • Multiattack. The flesh makes two Slam attacks or two Manipulate Flesh attacks.
  • Slam. Melee Weapon Attack: +6 to hit, reach 5 ft., one target. Hit: 11 (2d6 + 4) bludgeoning damage.
  • Manipulate Flesh. The flesh can choose one of the following attack options:
    • Manifold Bite. Melee Weapon Attack: +6 to hit, reach 5 ft., one target. Hit: 14 (4d4 + 4) piercing damage, and the target can’t regain hit points until the start of the flesh’s next turn.
    • Tentacle. Melee Weapon Attack: +6 to hit, reach 10 ft., one target. Hit: 11 (2d6 + 4) bludgeoning damage, and the target is grappled (escape DC 13). Until this grapple ends, the target is restrained. The flesh can have up to two tentacles, each of which can grapple only one target.
    • Acidic Mucus. Ranged Weapon Attack: +4 to hit, range 60 ft., one target. Hit: 14 (4d6) acid damage, and the target takes 7 (2d6) acid damage at the start of its next turn unless the target immediately uses its reaction to wipe off the mucus.


  • Assume Form. The flesh consumes the corpse of a Medium or smaller Humanoid or Beast within 5 feet of it and transforms into that creature. Its statistics, other than its size, are the same in the new form. Any equipment it is wearing or carrying melds into the new form. It can’t activate, use, wield, or otherwise benefit from any of its equipment. It reverts to its true, aberrant form if it dies, makes a Manipulate Flesh attack, or uses Assume Form while transformed.
Section 15: Copyright Notice

Tome of Beasts 3 © 2022 Open Design LLC; Authors: Eytan Bernstein, Celeste Conowitch, Benjamin L. Eastman, Robert Fairbanks, Scott Gable, Basheer Ghouse, Richard Green, Jeremy Hochhalter, Jeff Lee, Christopher Lockey, Sarah Madsen, Ben Mcfarland, Jonathan Miley, Kelly Pawlik, Sebastian Rombach, Chelsea Steverson, Brian Suskind, Mike Welham

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