Worm That Walks
A worm that walks is the evil memory of an arcane spellcaster whose will and personality have survived the dissolution of his body and transferred themselves to the worms or maggots that devoured the corpse.
Hideous to behold, a worm that walks is composed of hundreds of worms or maggots that constantly squirm and writhe while somehow holding a vaguely humanoid shape. It typically disguises itself when it leaves its lair, often with a cloak and hood, sometimes accompanied by a mask. Those who have encountered one previously invariably recognize the clay-like, earthy smell that accompanies it.
The process of becoming a worm that walks as unpredictable, and occurs spontaneously when an evil arcane spellcaster with great force of personality perishes with a head full of prepared or uncast spells. His sentience passes into the blind, mindless worms that gnaw the charnel clay, enabling him to walk again in a new guise.
A worm that walks rarely speaks, although it retains knowledge of all languages it knew in life, as well as any it has learned since. All vermin of the type that compose its form obey its silent commands without question.
Creating A Worm That Walks
"Worm that walks" is a template that can be added to any evil wizard or sorcerer. It uses all the original character's statistics, special abilities, and equipment, except as noted here.
Type: the character's type changes to ooze (it is a creature composed of hundreds of discrete crawling worms).
Hit Dice: Increase to d10. As amorphous creatures, worms that walk also gain the ooze benefit of extra hit points, dependent on their size (for instance, a Medium-size creature gains +10 hit points).
AC: The mass of worms that make up this creature, each looking out for danger, in sum provide a +20 insight bonus to AC.
Special Attack: A worm that walks retains all the character's special attacks. It also gains one special attack, engulf:
Engulf (Ex): A worm that walks can choose to engulf an opponent who is no more than one size category larger than itself. The worm attempts to embrace its victim, and with a successful melee touch attack, the victim is immediately swallowed up and surrounded by a mass of vermin, taking 100 points of damage as the biting vermin nibble away at their latest meal. A victim who spends a full-round action can break free of the embrace and move up to half its speed away from the worm if desired, but can do nothing else. Otherwise, each round a victim remains embraced, it rakes another 100 points of damage. Constructs are immune to this attack.
Spells: A worm that walks can cast any spells it could cast as a living character.
Spell-Like Abilities: 1/day - animal friendship (vermin), animal growth (vermin), animal messenger (vermin), animal shapes (vermin), animal trance (vermin), colossal vermin (as giant vermin, but it can increase the creature's size from Large to Gargantuan and from Huge to Colossal), creeping doom, giant vermin, summon swarm (vermin), summon vermin (as summon nature's ally, except it summons 10 HD of vermin per level), and vermin plague (as insect plague). Caster level 20th.
Special Qualities: A worm that walks retains any special abilities it had in life and gains those mentioned below.
Blind sight (Ex): Worms that walk have blindsight 300 ft.
Spell Resistance (Ex): A worm that walks has spell resistance equal to its Challenge Rating + 10.
Frightful Presence (Su): When a worm that walks engulfs a victim, witnesses must make a Will save (DC 10 + 1/2 the worm's HD + the worm's Cha modifier). Those who make the save are shaken. Those who fail by 5 or fewer points are frightened. Those who fail by 6 to 10 points are panicked. Those who fail by 11 or more points are cowering. See the Condition Summary for descriptions of all these conditions, which last for 1d4 rounds. Those who have seen a worm use this attack before gain a +5 bonus on their saving throws. The victim of the worm's engulf attack has a -5 penalty on his or her saving throw.
Discorporate (Ex): If gravely threatened, a worm can discorporate as a free action, simply falling into a pile of individual vermin that slither quickly away, making their escape by burrowing into the earth, slipping through holes in the wainscoting, or the like. So long as any of the component vermin survive, they can breed and create a new body to house the wizard's intelligence and personality.
Discorporating is a dangerous tactic, because once separated, the vermin are treated no differently than other vermin. Also, the worm stands a good chance of losing all its equipment. However, discorporation almost assures that at least one maggot (if not dozens) will manage to crawl away, and so provide for the worm's continued existence.
Ooze Traits: An ooze is an amorphous or mutable creature. Oozes are immune to poison, sleep, paralysis, stunning, and polymorphing. They have no clear front or back and are therefore not subject to critical hits or flanking. Oozes are blind but have the blindsight special quality. Note: Unlike most other oozes, a worm that walks has an Intelligence score and thus is not immune to mind-affecting effects.
Saves: Same as the character.
Abilities: Same as the character.
Skills: Same as the character, except that a worm that walks receives a +20 racial bonus on Hide, Survival, Listen, and Move Silently checks.
Feats: Same as the character.
Epic Feats: Same as the character.
Organization: Solitary, occasionally with minions or master.
Challenge Rating: Same as the character + 3
Treasure: Same as the character.
Alignment: Any evil.
Advancement: By character class.
Worm That Walks Characters
The process of becoming a worm that walks is poorly understood by non-epic spellcasters. By making eldritch preparations on a burial plot, a powerful spellcaster can improve the likelihood of a worm that walks emerging from the ground.
The burial ground must be tended for a year and a day before burial by sprinkling blood over it during each new moon and sowing raw meat into the soil during each full moon. Then, during an all-night ceremony, the body is buried in an elaborate ritual that, the spellcaster hopes, will attract a critical mass of worms or maggots. The spellcaster performing the ritual must spend 10,000 gp in rare reagents for the ceremony. Furthermore, the ritual drains 2,000 XP from the spellcaster and requires the following spells: limited wish, polymorph any object, summon swarm (heightened to 7th level), and sympathy.
Even if the ritual is performed correctly, there is only a chance that the deceased spellcaster will arise as a worm that walks. For each prepared but uncast arcane spell the deceased had at the moment of death (or unused slots if a spontaneous caster), there's a 1% chance that a worm that walks will slither from the grave soil in 1d4 days. Thus a dead wizard with forty prepared but uncast spells has a 40% chance of rising as a worm that walks at the end of the ceremony
Some worms that walk arise spontaneously from ordinary burial plots, but such an event is exceedingly rare. And an epic spell can create worms that walk every time without fail.
Sample Worm That Walks: Worm That Walks