Colossal (Wide) Magical-Beast (Greater God, Law, Good, Aquatic)

        When a battle enters a watery environment, Leo transforms himself into this powerful Aqua form.

        In his aqua form, Leo's appearance becomes considerably sleeker. All of his body's fur vanishes and is replaced by smooth exoskeleton. His wings separate into four blade-like oars that allow him to maneuver with incredible grace under the water, yet still maintain his maneuverability in flight. His legs are completely absorbed into his body, making ground based movement impossible. His wingspan is slightly reduced, reaching only 250ft. across, but his body remains 100ft. long.

Combat:

When Leo is in his aqua form, he loses the diversity of attacks he has in his normal form, but gains improved armor capabilities and the ability to survive underwater. His tactics remain the same as his normal form, use Cross Heat Laser for his initial attack, and bring Crescent Dash Beam to bear if the opponent is to powerful to beat with only the Cross Heat Laser. Because he lacks limbs in this form, Aqua Leo cannot make claw attacks.

Leo's natural weapons are considered epic, good and lawful for the purposes of overcoming damage reduction.

        Cross Heat Laser (Su): As a standard action once every 1d2 rounds Aqua Leo can fire three beams from his forehead jewels, but they count as a single ray for the purpose of attacking. To hit, Leo must make a ranged touch attack, and if he hits, the beams inflicts 15d6 points of force damage. This attack has a range of 300ft. with no range increment. Leo can apply his Point Blank Shot and its derivatives to this attack, including Rapid Shot.

        Crescent Dash Beam (Su): Once every 1d2 rounds, Leo can fire a cross shaped beam of pure energy from his wings. The beam fills a 145ft. (wide) by 90ft. (tall) by 300ft. (long) area, and inflicts 25d6 points of fire damage. A successful reflex save (DC 64) reduces the damage to half. This attack is equally effective above and below water. The save is Constitution based.

        Wave Shield (Su): While underwater, Aqua Leo can create an energy shield as a free action once every round. Leo can direct the shield to one of his sides, but cannot change the face he chooses to protect once it has been decided. The shield negates the first attack directed from that face. After that, the shield disappears, but it completely negates the attack, including any special effects that it might have.

        Hydro Snare (Su): Aqua Leo can create a telekinetic tether to drag objects as a standard action. To snare a creature with this attack, Aqua Leo must make a successful grapple check, and a struggling opponent can make an opposed grapple check each round to try and break free. The hydro snare allows Leo to lift over 50,000 tons of weight, but only when he is moving or hovering. The object is dragged at the same speed Leo is moving at, or 60ft. per round, if he is hovering. Leo cannot make fine manipulations with this ability. The hydro snare has a range of 500ft.

        No-breath (Ex): Aqua Leo does not need to breath, and is immune to gas based attacks that require a fortitude saving throw. He can also exist in an airless environment, such as underwater or in outer space with no penalty.

        Micro-Aqua Form (Ex): Once per turn, as a standard action, Aqua Leo can break apart into a swarm of 2d10+80 medium-sized versions of himself. These smaller Aqua Leo have Str 15, Dex 44, Con 38, AC 52 and 5 HD (99 Hp each) the same special qualities as his normal form, and are able to use the Cross-Heat Pulse Laser and Crescent Dash Beam powers but not wave shield or hydro snare. While in his microform, all of the smaller Leo still act as a single creature. In this form each of his smaller body's claws inflict 1d6+3 points of damage, and his slam deals 1d8+5 points of damage, while his Cross Heat Laser inflicts 2d6 points of damage and has a range of 60ft. Each of the smaller Aqua Leo are capable of a full set of actions each, and because they are all controlled by the same intelligence, they can act in a highly coordinated fashion.

        When he returns to his normal form, the percentage of the microforms that are destroyed is deducted from his total hit points. Thus, if he broke up into 100 microforms, and ten were killed, he would reform with 90% of the hit points he had before breaking down into the microform. Returning to his aqua form is a standard action, and he can remain in this microform for as long as he wishes.

        Fast Healing (Ex): Leo automatically heals 1 hp of damage per round so long as he has at least 1 hp. Fast healing doesn't restore hit points lost from starvation, thirst or suffocation, and doesn't allow Aqua Leo to regrow or reattach lost body parts.

        True Seeing (Su): Leo is constantly under the effects of a True Seeing spell, as if cast by a 20th-level sorcerer. He can suppress and resume this power as a free action.

        Paladin Qualities: Leo has all of the special abilities, including spells but not including a special mount, of a 20th level paladin. He can substitute any of his domain spells for a paladin spell of the same level, and casts his spells as spell-like abilities.

        Typical Paladin Spells Prepared: (5/5/4/4; DC 27 + spell level): 1st- Color Spray, Cure Light Wounds (x2), Obscuring Mist, Protection From Evil; 2nd- Heat Metal, Light Bolt, Remove Paralysis, Spiritual Weapon, Zone of Truth; 3rd- Dispel Magic, Remove Curse, Searing Light (x2); 4th- Break Enchantment, Holy Smite (x2), Spell Immunity