Worm that Walks
“[H]appy is the tomb where no wizard hath lain, and happy the town at night whose wizards are all
ashes. For… the soul of the devil-bought hastes not from his charnel clay, but fats and instructs the very
worm that gnaws; till out of corruption horrid life springs, and the dull scavengers of earth wax crafty to
vex it and swell monstrous to plague it. Great holes secretly are digged where earth's pores ought to
suffice, and things have learnt to walk that ought to crawl.”
H.P. Lovecraft, “The Festival”
A Worm that Walks is a revolting entity created when the sentience of a deceased evil spellcaster (arcane or
divine) is transferred to the worms or maggots that feed on its corpse. Its body is composed of hundreds of such
vermin, constantly writhing yet somehow maintaining a vaguely humanoid shape. Typically, it disguises itself when
going abroad from its lair, usually with a large hooded cloak and mask.
Creating a Worm that Walks
“Worm that Walks” is a template that can be applied to any evil spellcaster (typically a Small to Large-sized
humanoid or monstrous humanoid), referred to hereafter as the “base creature.” The creature's type changes to
“undead.” It uses all of the base creature's statistics and attacks except as noted here:
Hit Dice: Increase to d12.
Speed: Same as base creature
AC: Same as base creature
Attacks: A worm that walks gets a slam attack if it did not already have one; damage is either as the original
slam attack or based on the following table:
Size Damage
Fine 1
Diminutive 1d2
Tiny 1d3
Small 1d4
Medium-size 1d6
Large 1d8
Huge 2d6
Gargantuan 2d8
Colossal 4d6
Special Attacks: A worm that walks retains all the special attacks of the base creature, and gains the following:
Engulf (Ex): When it wishes, a worm that walks can choose to engulf an opponent no more than one size
category larger than itself. The worm attempts to embrace a victim, and on a successful melee touch attack, the
victim is swallowed up and surrounded by a mass of vermin. A victim can escape the embrace by taking a full-round
action and moving at half speed away from the mass, but can do nothing else; otherwise he will continue to take
damage every round. This attack deals damage based on the following table:
Size Damage
Fine 1d2
Diminutive 1d3
Tiny 1d4
Small 2d4
Medium-size 3d4
Large 4d6
Huge 4d8
Gargantuan 5d8
Colossal 5d10
Special Qualities: A worm that walks retains all the special qualities of the base creature and gains those listed
below:
Undead: Immune to mind-influencing effects, poison, sleep, paralysis, stunning, and disease. Not subject to
critical hits, subdual damage, ability damage, or energy drain.
Vulnerability (Ex): Unlike normal undead, a worm that walks is subject to death by massive damage if it comes
from a source that attacks all their comprising vermin (see above), but they are usually intelligent enough to avoid
such attacks by tactics, counterspells, or discorporation (see below).
Damage Reduction (Ex): All weapons, magical or mundane, deal only their minimal damage to a worm that
walks. However, they are vulnerable to environmental and elemental hazards, magical or otherwise, that attack all
their component vermin simultaneously (such as a fireball or ice storm).
Frightful Presence (Su): Witnesses to a worm's engulf attack must make a Horror check with a DC of 10 + 1/2
the worm's HD + the worm's Charisma bonus. The victim of the engulf attack gets a –2 to his save.
All-around Vision (Ex): Because of the mass of vermin making up its body, a worm that walks can see from any
direction, giving it an effective +4 to Search and Spot checks. It also cannot be flanked.
Discorporate (Ex): If gravely threatened, a worm that walks can discorporate as a free action, simply falling
into a pile of vermin who slither quickly away (at double speed). If any component vermin survive they can breed
and create a new body to house the evil spirit.
Mute (Ex): A worm that walks is mute; however, they gain the Silent Spell feat if they do not have it already.
Tremorsense (Ex): A worm that walks can automatically sense the location of anything within 60 feet that is in
contact with the ground
Saves: Same as base creature
Abilities: A worm that walks has no Constitution score, but otherwise retains its original abilities.
Skills: As base creature, plus a worm that walks gains +7 to Hide and Move Silently checks.
Feats: See above
Climate/Terrain: Any land or underground
Organization: Solitary
Challenge Rating: Same as base creature +2
Treasure: Standard
Alignment: As base creature
Advancement: As base creature
Sample Worm that Walks
This example uses an 8th-level human sorcerer as the base creature.
Worm that Walks
Medium-Sized Undead
Hit Dice: 8d12 (52 hp)
Initiative: +2 (+2 Dex)
Speed: 30 ft.
AC: 12 (+2 Dex)
Attacks: Slam +4 melee or by spell
Damage: Slam 1d6-1 or by spell
Face/Reach: 5 ft. by 5 ft./5 ft.
Special Attacks: Engulf 3d4
Special Undead, vulnerability, damage reduction, frightful presence, all-around vision, discorporate, mute,
Qualities: tremorsense.
Saves: Fort +4, Ref +5, Will +8
Abilities: Str 8, Dex 14, Con —, Int 10, Wis 12, Cha 17
Skills: Spellcraft +11, Concentration +11, Knowledge (arcana) +11, Hide +12, Move Silently +12, Search
+9, Spot +9
Feats: Toughness, Improved Initiative, Combat Casting, Silent Spell
Combat
The Worm that Walks avoids direct combat (even with its vulnerabilities), preferring to rely upon spells and
summoned minions (if any).The Will save against this creature's frightful presence has a DC of 17.
Arcane Spells (6/7/7/6/3): Saves against this creature's spells have a DC of 13 + spell level.
Challenge Rating: 10
Crawling Ones
On rare occasions, a creature of this type will be composed of some other form of vermin because of the
circumstances of its death and burial: for example, there are rumors of a horrible creature in Har'Akir whose body is
a writhing mass of scorpions, and an evil clergyman entombed in a Sourange mausoleum might be composed of
spiders. These crawling ones add poison damage to their engulf attack, with the damage and DC of the save against
the poison equivalent to that of a monstrous vermin of the size of the overall crawling one (so the engulf attack of
the Har'Akir scorpion beast might deal poison damage as a Medium monstrous scorpion). See the Vermin entry in
the Monster Manual for listings of monstrous vermin poison effects.
Variant Worm that Walks
Some prefer to think of the Worm that Walks not as a undead spirit controlling a mass of worms but as vermin
themselves somehow having absorbed the intelligence of the evil being and forming a hive mind. If this is preferable
to you, make the following changes to the above template:
Hit Dice: Increase to d8.
Special Qualities: Replace the first two special qualities in the list with the following:
Vermin: Immune to mind-influencing effects. A worm that walks also has darkvision (60 feet).
Invulnerabilities (Ex): Not subject to critical hits, subdual damage, ability damage, or energy drain.
Abilities: Same as base creature
Challenge Rating: Same as base creature +1
Sample Variant Worm that Walks
Worm that Walks (Variant)
Medium-Sized Undead
Hit Dice: 8d8+8 (44 hp)
Initiative: +2 (+2 Dex)
Speed: 30 ft.
AC: 12 (+2 Dex)
Attacks: Slam +4 melee or by spell
Damage: Slam 1d6-1 or by spell
Face/Reach: 5 ft. by 5 ft./5 ft.
Special Attacks: Engulf 3d4
Special Qualities: Vermin, invulnerabilities, damage reduction, frightful presence, all-around vision, discorporate,
mute
Saves: Fort +4, Ref +5, Will +8
Abilities: Str 8, Dex 14, Con 13, Int 10, Wis 12, Cha 17
Skills: Spellcraft +11, Concentration +11, Knowledge (arcana) +11, Hide +12, Move Silently +12,
Search +9, Spot +9
Feats: Toughness, Improved Initiative, Combat Casting, Silent Spell
Challenge Rating: 9