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Fractalgill split from its ancestor and began to feed on mats of matleaves, jester’s helm, and fauna found near them. It is named for an improvement it had made to its gills—they branch far more than they did before, creating fractals of branches which in turn dramatically increases their surface area.

Like its ancestor, the Fractalgill has 8 denticles. It can extend these outwards to a significant degree, allowing it to pick out leaves or to basically extend its face to grab fleeing prey. Its chemoreceptive patches have also been developed into fish-like nostrils. Water is forced to flow through a small hole, increasing its ability to detect scent—an important upgrade for finding new flora to settle near in the open ocean.

Like its ancestor, the Fractalgill has a cartilaginous endoskeleton and lays eggs. A pair of tentacles on its anal arm serve as mating claspers, and the eggs can be laid up to 2 days after conception. The eggs are usually laid on either jesters’ helm or low-growing matleaves, and they hatch into nearly bilateral young within a week.