My name is Kyreth Banecrow. This is a record of the strange and disturbing events that now finds me and my companions, Rhynn Cevnar and Aedric Mallé, the sole human inhabitants on a world I have come to call, Wyldre.

Our journey began a few weeks ago. I was in my rooms at the Sword and Stake Inn, relaxing over a glass of nice Chelaxian port, when there came a rapid and insistent knocking at my sitting room door. I opened it to see a sometimes traveling companion, and fellow adventurer, Rhynn Cevnar, standing there white as a sheet and breathing heavily, a panicked look on his face. For a young man, Rhynn was unusually composed, so seeing him in that state was unusual.

He appeared to have been in some sort of a fight, as he was scraped up and had a bloody cut on his head that trickled down across the bridge of his nose and underneath his left eye.

"Kyreth! You've got to come with me!" He breathed. His eyes were wide with fear. "Rhynn, calm down, what is-" He cut me off, grabbing a hold of my shirt." There's no time, Wizard!" He almost screamed, then checked himself, looking around as a door opened down the hall, a disturbed guest scowled at us.

I grabbed my greatcloak and hat from the rack behind the door and picked up my haversack from the floor. I attempted to placate the young man. "Okay, Rhynn, I'm coming, let's go."

There was no time to have my horse prepared, so we fairly ran through the darkened foggy streets. Rhynn knew many alternate back-alley routes through the city that would keep us from drawing the attention of the city watch. I implored him to tell me what was going on as we ran, but he insisted that I must see for myself.

We went around back of a pawn brokers shop by way of an adjacent alley. Rhynn's rooms were two damp and crumbling cloisters that could hardly be called even that. A narrow, wood framed cot and a rickety looking wooden table took up most of the space along one wall, and a iron pot bellied stove squatted in a corner on the other side, its meager heat barely touching the room's chill.

He quietly led me through a tattered curtain that created the sole partition that defined the second room. This room was little larger than a larder, and was occupied by two other persons.

In the feeble light of a guttering candle, I saw a man bound with stout rope to a wooden chair. The man was wounded, as evidenced by heavy cuts and bruises on his face and arms. The man seemed calm, but eyed me curiously as I entered the space. A muscular man stood somewhat back in the shadows, the point of a dagger drawing a tiny rivulet of blood from the bound man's throat. I grumbled at the darkness and willed it away with a flick of my hand, conjuring a small sphere of white light to appear, attached to a point on the rafters that upheld the low wooden ceiling.

The bound man was gagged with a filthy rag, but he remained passive. "Who is this?" I inquired. "Not who…" Rhynn replied quietly, as shudder of revulsion moved through his shoulders. "More like… what." Rhynn nodded at the man, whom I now recognized as Aedric Mallé, another occasional acquaintance and known sword for hire in the city. The knife was taken away from the man's throat, and Aedric casually wiped the blade on another dirty rag, peering at the stain it left with distaste. Aedric deftly slid the knife into its sheath and without preamble, hit the bound man alongside his head with a blindingly fast and thunderous right hook.

The man crashed back against the wall and the chair fell over. Blood sprayed from his mouth. Blood, that as it dripped and spattered against the damp stones of the cellar floor, changed hue from the normal crimson to a translucent fluid with a pearlescent sheen that seemed to shimmer as if it were moving on its own.

The bound man made an inhuman high pitched squeal that trilled into the inaudible ranges of human hearing, and as he did, another thing happened. The man's skin changed. It rippled and took on an odd texture not unlike that of an octopus. The rippling began at the man's head, where he had been struck, and expanded outward along the man's exposed skin on his chest, abdomen and down his arms. The color of the strange flesh was pale and almost white, shot through with tiny veins and splotches of almost undetectable pink and blue.

What was most interesting and still terrifying was how the man's face changed, in that moment of pain. It lost much of it's shape, appearing to soften and flatten slightly. The man's eyes bulged, changing color and shape into odd flat discs with weird tri-cornered pupils, that were of a shade similar to it's skin. The man's nose and mouth melted and vanished, leaving a smooth rubbery white hide.

Small twin, valve-like orifices opened as his ears similarly melted away. I observed that these were most likely the way the thing breathed. The shaggy dark hair fell out and disintegrated before it hit the floor. It was over in seconds, and then before I knew it, the man lay there as if nothing had happened. Except that, now the bruises and contusions were gone as well.

"What in the name of Pharasma is it?!" I exclaimed. My curiosity honed to a razor's edge. I fervently desired to examine it further. "I dunno Banecrow…" Aedric grumbled, "But, it was very interested in hanging on to this." He reached behind his back and withdrew an object wrapped in what appeared to be animal skins, wrapped with a leather thong.

Unwrapping the ancient-looking skins, he revealed a long shard of what appeared to be dark red glass. It was about a half meter in length, and about seven centimeters wide. It was somewhat flat, but had the look of having been shaped or chipped at with some harder material. Ten centimeters of the lower part of the shard were wrapped in similarly ancient leather, giving the thing the appearance of some strange kind of knife. I noticed that the bound man stared at the object with undeniable interest that bordered on obsession.

I took the odd shard from Aedric and examined the chipped blade. It appeared to have some sort of imperfection deep within its crimson depths. I wasn't sure if it was a trick of the light, or my imagination, but the imperfection appeared to move and shift. At first it looked like a dark serpentine shape, or perhaps it was a bolt of lightning.

I made a brief gesture in the air over the blade and muttered a word. The spell would detect any magical dweomer upon the object if such existed. I was suddenly rocked back as the feedback from the spell nearly knocked me off of my feet. The magic upon this crude and ancient knife was of a level that I had never encountered. Rhynn reached out to steady me as I staggered. Aedric's eyes were on me, so no one was watching the thing bound to the chair.

Aedric seemed to sense something and began to shout, but was silenced by a crashing blow from a pale tentacle. He was sent crashing into a wooden support beam where he crumpled in a senseless heap.

Rhynn and I saw the thing in full then as it shrugged off the last of the loops of rope. Its lean pale form seemed to shine wetly in the glow of the magical light I had brought into being. The creature had spindly arms and legs with backwards canted knee joints, like that of a bird. It's right arm- I should say tentacle… was still in the process of re-forming, but retained three longish tentacle fingers with pinkish suckers on the underside.

The thing didn't hesitate. It snatched the shard out of my hands and sprang between us with an unexpected speed and fluid grace. Aedric was getting wincingly to his feet as Rhynn and I gave chase. The creature was out the door and into the night, springing quickly on it's weirdly jointed legs. Aedric shouted after us. "Go! I'll take the main street and cut it off!"

The thing bounded down the alley, knocking over crates and barrels as it fled, the dimly glowing shard in it's long fingered grasp. Rhynn was faster than I, and appeared to be closing on the creature , but it suddenly bounded upwards, climbing a wall and disappeared into the darkness above.

Rhynn leaped up onto the wall only a couple of meters behind the thing and scaled the wall, using a metal drainage pipe that was bolted to the wall. I paused for a moment, gathering my thoughts and my breath.

I moved my hand, palm down, in a small circle towards the ground at my feet. There was a shimmer of energy and a small cloud of dust puffed out in a disc shape. I stepped up onto the invisible plane of force and whispered, "levantus". I was lifted into the air and over the roofs ledge smoothly and effortlessly. I could see Rhynn and the creature several rooftops ahead of me now.

I commanded the disc to go forward as fast as it would go, but it wouldn't travel faster than I could run. I gained a little ground on Rhynn and our quarry, but not quite enough. We were nearing the Merchant's quarter at the docks which meant that the options for escape were becoming fewer and fewer

Suddenly, Rhynn stopped and looked around, confused. I caught up to him, and he was looking around wildly. "He just… vanished!" I ground my teeth in anger and frustration and was about to reply when Aedric cried out, "Over here! He's here!"

We both looked over the edge of the rooftop and saw Aedric drawing his sword and pointing into a darkened building at the water's edge. The body of a lone guard lay still on the cold street. Blood was pooling in the spaces between the cobblestones. Rhynn leaped over the edge in an acrobatic feat and landed in a three point crouch below. I commanded my disc to lower me to the ground and stepped off of it, banishing the spell with a gesture of dismissal.

Aedric went inside first, sword at the ready. I went in behind him, readying a defensive spell and Rhynn drew his slight daggers, bringing up the rear and watching my back.

The warehouse was dark, but not completely without light. Hazy trapezoids of moonlight filtered down from heavy glass panes set into skylights overhead.

Crates of various sizes were stacked high, creating deep shadows between the rows. The skylights meant that the merchant who owned this warehouse was quite wealthy. Glass was far more expensive than guards. I thought to myself, as I cautiously moved ahead into the depths of the warehouse.

As Rhynn and I rounded a corner, we couldn't see Aedric. Suddenly there was the sound of a struggle, and saw a pulse of eldritch light that seemed to come from deep within the rows of crates and barrels. We moved more quickly in that direction, and as we rounded a corner at the end of a row, we saw Aedric and the creature grappling one another, they were each seemingly entangled in some sort of fleshy tendrils. Aedric was struggling to get free of the slimy, writhing mass while simultaneously trying to relieve the creature of the shard, which was held tightly against the things pale chest in an unyielding grip.

The tendrils seemed to be coming from some organic looking pod that appeared to be adhered to the point where the walls met the floor in the corner with some kind of resinous excretion. The pod itself seemed to pulse and squirm. The tendrils came from within an opening that folded back like the petals of some obscene flower, revealing a pinkish grey fleshy interior. Some kind of slime dripped and pooled on the floor in the corner underneath the combatants feet.

Rhynn leaped forward, trying to help Aedric get free before I could stop him. "Wait!" I shouted, but it was to no avail. Several more of the sticky tendrils shot out of the vile pods interior and proceeded to wrap themselves around Rhynn as well. In moments, both of the men and the creature were coated in viscous ichor, and seemed to be succumbing to some kind of paralysis.

I didn't know what to do. Any offensive magic I thought of might inadvertently harm Rhynn and Aedric. Then, the disgusting pod seemed to convulse, and it started dragging the now still trio into it's slowly expanding maw. The tendrils and slime seeming to have congealed into a sac that was slowly being swallowed by the ever widening orifice.

I was forced to watch my companions being drawn into the maw of the thing and eventually it was done. I stared in disbelief. The raw fleshy pulp of the interior of the pod glistened around the sphincter-like center of the thing. It was a disgusting thing, vile to behold. Then without warning, the thing spit out several tendrils and I felt their cold embrace upon my skin. they seemed to slither over my skin and coat both randomly and of their own volition.

The slimy excretion numbed my skin on contact, and almost immediately I began to lose hold of coherent thought. The tendrils felt like the were winding around my limbs and in mere moments the repulsive fluid felt like it was thickening and becoming like some sort of second skin. I panicked as I realized I was cut off, and couldn't breathe. I tried to struggle, but then forgot what I was struggling over.

I lost my footing and slammed hard to the wooden floor, knocking the wind out of myself and then felt the curious sensation of being dragged along the floor. I tried to lift my head, and could barely make out through my fogged brain, the pulsating sac on the floor, quietly, and inexorably undulating, swallowing me towards its waiting throat. I felt light headed and weak. The placenta like sac seemed warm around me, but in my deepest mind I was screaming in disgust.

I felt my feet be drawn into the thing, then my lower legs. I thought that this was what drowning must be like, but dimly realized that I was still breathing. My chest felt heavy, like I was trying to breathe through some sort of thick… liquid. I was breathing liquid. I gagged for a second, but then saw the slowly moving orifice of the pod-thing moving at my waist and growing ever closer to my shoulders. Some part of me wanted to panic, but I was beginning to feel more and more groggy. The feeling of the intimate muscular contractions of the orifice no longer made me want to scream. I welcomed death. Everything went black as the thing swallowed me up.

I was aware of a very bright light and a searing pain. There were muffled sounds around me and I could hear someone shouting. I tried to inhale but choked on some kind of fluid that smelled like rotting meat. I gagged and clawed at something that was covering my face and realized that I was wrapped in some kind of membranous sac, trapped with the stink of decay and covered in some kind of goo.

I kicked and writhed and tore at the sac, and it began to tear with a wet purr.. I gasped at fresh air that was sweeter than anything I have ever breathed in my life. A shadow loomed over me, and I struck out blindly, my eyes still burning and clouded. A voice said through layers of fog, "Easy wizard, it'll be over in a second… you're okay." I recognized that voice. Rhynn?

"Rhynn!" I gasped. "Rhynn!" I felt strong hands underneath my arms pulling me up to a seated position. I coughed and gagged and spit out what felt like a lungful of rotten meat slime. My eyes began to clear and I could see the young thief watching me with a mixture of concern and humor. His hair was plastered down to his head and he was coated with drying slime. He was also covered with dirt and twigs, looking like that time he had been tarred and feathered in Ravengro.

I turned around to see Aedric, similarly smeared with dried fluid and detritus. I also saw the body of the creature lying in the dirt, Aedric's sword impaling it, staking it to the ground. Pale translucent blood oozed out in a pool around it. I saw that we were in a dim, low roofed cave of some kind, the roots of some great tree

The next thing I saw caused me to crawl backwards on my hands, and heels, scooting back until I thumped into the cold unyielding wall of earth and roots that made up the wall of this cave. It looked like the pod thing that had ensnared us in the warehouse, but was larger. It had a slit like orifice at the end of what looked like an egg sac. It was suspended from the large roots of the cave roof by organic looking tendrils and more of that excretion. It pulsed and moved with a strange sort of life I couldn't begin to rationalize, much less understand.

Aedric kicked at the creature's still form. He pulled his sword from the things chest and wiped it on his pants before sheathing it. "What the hell was that thing, Rhynn?" He growled. "What happened?"

The thief was eyeing the large thing with clear disgust. "What are you asking me for, he's the wizard!" Rhynn bleated, eyes not moving from the horrid organic mass.