Fleshwall

This over-sized buckler has a hideous appearance. Its face is covered by a pallid mass of quivering flesh three inches thick. This resilient surface is pocked with curiously crusty slits and grooves, and the whole mass seems to shift and move of its own accord. The back of the buckler is a rather plain affair of heavy limewood bound with iron and leather. If examined for magical properties the item radiates Superb animation and alteration magic and Good healing magic. A Superb test of divination magic will reveal the ritual required to bind the device to its owner.

When wielded by a properly attuned person and the proper command word is spoken Fleshwall comes to life. The slits and grooves balloon outward into hideous tentacles, each bearing a fanged mouth, a needle sharp stinger, or a black, pupil-less eye. These tentacles extend in a five foot radius around the wielder, and can affect any opponent within melee range. Despite their size the magic of Fleshwall negates any weight or maneuver penalty caused by the tentacles. The tentacles have the following properties:

• Mouth - Does an Average bite attack once per round. A successful bite inflicts normal damage and remains attached for one round draining a Good amount of blood. At the end of the following round Fleshwall sprouts a new random tentacle.
• Stinger - Does an Average sting attack once per round. A successful sting inflicts Poor damage, but paralyzes the target unless they make a Good resistance check versus poison.
• Eye - Each round the eye gazes at a single foe. If the target fails to resist vs. Willpower, they are panicked for three rounds, dropping any held items and fleeing at a run.

When the tentacles are invoked 1d4+4 random tentacles will appear. Each tentacle has Fair toughness. Destroyed tentacles retract into the main body of the shield. If all tentacles are destroyed, Fleshwall becomes inert for one day. When used without invoking the tentacles, Fleshwall serves as a mundane shield.