Leaves that once rustled, boughs that once bent...

I feel I'm missing something with this, but can't for the life of me figure out what...

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Memory of Trees

We had leaves that once rustled,
Boughs that once bent.
To death would they send us
But we refused to be sent...

Huge Deathless (incorporeal, swarm)
Hit Dice: 28d12+9 (191 hp)
Initiative: +1
Speed: 40 ft. (8 squares)
Armor Class: 8 (+3 deflection, -3 dex, -2 size), touch 8, flat-footed 8; or 25 (+20 natural, -3 dex, -2 size), touch 5, flat-footed 25
Base Attack/Grapple: +14/-
Attack: Swarm (retribution of branch and root)
Full attack: Swarm (retribution of branch and root)
Space/Reach: 30 ft./-
Special Attacks: Retribution of branch and root, reminiscencence of life, wail of the woods
Special Qualities: Blindsight 200 ft., deathless traits, immunity to electricity, vibrant, whirlwind
Saves: Fort +11, Ref +8, Will +22
Abilities: Str 28 (- again nonethereal), Dex 5, Con -, Int 2, Wis 23, Cha 17
Skills: Listen +14, Knowledge (nature) +26, Spot +14
Feats: Ability Focus (wail of the woods), Alertness, Great Fortitude, Dodge, Improved Initiative, Lightening Reflexes, Skill Focus (Knowledge: Nature), Toughness x3
Environment: Any desert, hills, plains or mountains
Organization: Solitary
Challenge Rating: 15
Treasure: None
Alignment: Always neutral
Advancement: 29-36 HD (Huge), 37-44 HD (Gargantuan)
Level Adjustment: -

When a particularly vibrant forest has pointlessly died, from a malicious arsonist, an evil mage sucking forth its very energy, or perhaps from the approach of an eternal winter that should never have been, a memory of the trees may yet remain. Druid's groves, or forests that once housed powerful fey are the most likely to be 'remembered'. The soul, if not the mind, of the druid or fey who died with their woods melds with the departing life force and wanders, ghostlike, about the now barren land, defiantly refusing to simply die.

The memory of trees appears as a perfectly normal grove, the types varying depending on the forest that once harbored them. Most of this grove is hallucinatory, and it is within the grove, camouflaged amongst the unreal, that the true memory of trees is found. They appear exactly as their brethren until they move, dozens of towering trees wading weightlessly through the soil, their branches swaying agressively as if in the throes of a powerful wind.

Combat:
The memory of trees prefers to be left alone, and is quick to try to scare off those whom enter its boundaries. It does not fight however unless it sees any kind of fire, or an attempt by the intruders to cut away at a tree, despite the hallucinatory nature. It then rushes forward, seekng to envelope them with its substanceless branches and let them relive the cause of its own death. It will continue to persue its enemies as long as it can.

Incorporeal Traits: The Memory of Trees is harmed only by other incorporeal creatures, magic weapons, spells, spell-like abilities, and supernatural abilities. It has as 50% chance to ignore any damage from a corporeal source, except for force effects or attacks made with ghost touch weapons. It can pass through solid objects, but not force effects, at will. Its attacks ignore natural armor, armor, and shields, but deflection bonuses and force effects work normally against it. An incorporeal creatures always moves silently and cannot be heard with Listen checks if it doesn't wish to be.

Reminiscencence of Life (Sp):
Surrounding the memory of trees is an expanse of forest as it was before its destruction. This is alike to a Hallucinatory Terrain cast by a 30th level spellcaster, though the memory of trees is always within the boundaries. The memory of trees, while within these woods, gains a +30 bonus to hide checks, and takes no penalty to hide checks while moving. It is considered to have partial concealment (20% miss-chance). If the copse is disbelieved or the illusion in some way is pierced, it loses its bonus to hide and miss-chance.

Retribution of Branch and Root (Su):
The memory of trees recalls vividly how it died, and depending on the cause its natural attacks are imbued with the same killing force. If destroyed by fire it gains the fire subtype and if it wishes those within the swarm takes 10d6 fire damage per round (DC 27 fortitude save halves) as if in the middle of a raging forest fire. If killed by the approach of an unnatural winter it gains the cold subtype and deals 10d6 cold damage. Otherwise it does 10d6 bludgeoning damage. This type does not change. The save DC is charisma based.

Vibrant (Su):
The memory of trees constantly generates a faint field of positive energy. Any undead within 100 feet of the memory of trees automatically become Shaken. A dead body within these boundaries cannot be turned into an undead creature as if Hallowed and has an automatic Gentle Repose effect upon it as cast by a 30th level cleric. If a living creature dies its soul and lifeforce are drawn into the Memory of Trees and it gains a temporary +2 to charisma for an hour.

Wail of the Wood (Su):
As a free action a memory of trees can alter the wind to produce an intensely eerie, melancholy sound. Those within one hundred feet must make a DC 29 will save to avoid becoming Frightened if they are of 10 HD or less, or Shaken if of higher HD. This is a mind-affecting fear effect. Reguardless of HD, those affected must also make the same save or be affected as by the Crushing Despair spell. This affect lasts for as long as they remain within the woods. Those who make the save cannot be affected again for 24 hours. The save DC is charisma based.

Whirlwind (Ex):
The memory of trees is in a constant dance to some unknown rhythm that sends them continuously spinning and squeezing about each other, yet within this dance they are as one. Though swarms tend to be of smaller creatures, this dance and their incorporeal nature allows them to act as a swarm, despite their size. Unlike swarms they take full instead of half damage or no damage from blows that cause them harm.

I think the AC should be 14 (10 + 3 + 3 -2), or 26 (10 + 20 - 2 - 2).

I would suggest raising the HP a little, since a party of level 15 would most certainly have magic weapons that can hit incorporeal enemies. If not the HP, then perhaps the AC.

flatfooted it's AC is higher then moving? :o

I thought that -'s always stacked...

I was off on the latter, but correct on the former ;)

Thanks.

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I would suggest raising the HP a little, since a party of level 15 would most certainly have magic weapons that can hit incorporeal enemies. If not the HP, then perhaps the AC.

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Its got more HP than most CR 15's. But this thing can disapear into the woods and be awfully hard to find, along with having a 20% miss-chance. And this is assuming the players can make the save to even approach the thing.

Oh, I didn't see that. Thought it was corporeal.

I also thought that its dex was +3... Guess my eyes really need to get fixed now. :o

Well, was pointed out to the problem that was bugging me. Swarms can only be of creatures tiny or smaller. So I wrote it a special exception.

How would it react to civilization? If it is angered, would it continue to pursue its foes even through cities?

It'd possibly follow even into cities, though these things tend to be in areas where great destruction have occured and not much civilization.

You really have a thing for trees and swarms.

Tribble, You must post your creatures in my homebrew stuff thread. They are some of the best player made things I have ever read. In fact, if I didn't know better I'd hay that you actually work for WotC and are just leaking classified information.

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Tribble, You must post your creatures in my homebrew stuff thread.

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Well, got a creation page over on Wizards in the Creator's Guild thread I would link to, except that it has a link to my campaign that I'm running with players from these boards.

I could post bits of it though. I have about 120 monsters and 3 templates.

Is it just for monsters your thread?