The unsigned p-Willmore functional introduced in the work of Mondino [2011] generalizes important geometric functionals, which measure the area and Willmore energy of immersed surfaces. Presently, techniques from the work of Dziuk [2008] are adapted to compute the first variation of this functional as a weak-form system of equations, which are subsequently used to develop a model for the p-Willmore flow of closed surfaces in R 3 . This model is amenable to constraints on surface area and enclosed volume and is shown to decrease the p-Willmore energy monotonically. In addition, a penalty-based regularization procedure is formulated to prevent artificial mesh degeneration along the flow; inspired by a conformality condition derived in the work of Kamberov et al. [1996], this procedure encourages angle-preservation in a closed and oriented surface immersion as it evolves. Following this, a finite-element discretization of both procedures is discussed, an algorithm for running the flow is given, and an application to mesh editing is presented.