Dread

Dread
Illusion (Phantasm) [Fear, Mind-Affecting]
Level: Brd 2, Sor/Wiz 2
Components: S
Casting Time: 1 swift action
Range: Close (25 ft. + 5 ft./2 levels)
Target: One living creature
Duration: 1 round
Saving Throw: Will negates
Spell Resistance: Yes

You project an extremely unsettling image into the mind of a single target, which makes it seem as though you are changing forms. You have no control over what the target sees, the image is whatever the creature fears the most. Common results are that the target sees you transform into a pile of snakes, spiders or rats or the rotting visage of a dead loved one. Regardless of what the target actually sees, if it fails a Will save, it is too frightened to think clearly enough to make an attack of opportunity against you for the duration of the spell. The target may still act normally otherwise.