This is the "epic" version of my Worm that Walks PcC.
The "Epic" Worm that Walks
Requirement
To qualify to become a Worm That Walks, a character must fulfill all the following criteria.
Alignment: Any Evil.
Skills: Knowledge (arcane) 15 ranks.
Spells: Ability to cast 7th-level spells.
Hit Die: d6.
Class Skills
The worm that walks’s class skills are Appraise (Int), Craft (Int), Fly (Dex), Knowledge (all) (Int), Linguistics (Int), Profession (Wis), Spellcraft (Int), and Use Magic Device (Cha).
Skill Ranks per Level: 4 + Int modifier.
Level | Base Attack Bonus | Fort Save | Ref Save | Will Save | Special | Spells per day |
1st | +0 | +0 | +0 | +1 | Gathering of Maggots, Vermin Empathy | +1 level of existing spellcasting class |
2nd | +1 | +1 | +1 | +1 | Symbiosis, Vermin Lord | +1 level of existing spellcasting class |
3rd | +1 | +1 | +1 | +2 | Fortification, Giant Vermin 1/day | +1 level of existing spellcasting class |
4th | +2 | +1 | +1 | +2 | Spew Worms | +1 level of existing spellcasting class |
5th | +2 | +2 | +2 | +3 | Giant Vermin 3/day, The Worm That Walks | +1 level of existing spellcasting class |
Class Features
All of the following are class features of the worm that walk.
Spellcasting
At the indicated levels, a worm that walks gains new spells per day as if he had also gained a level in a spellcasting class to which he belonged before taking the prestige class. He does not, however, gain other benefits a character of that class would have gained, except for additional spells per day, spells known (if he is a spontaneous spellcaster or if he automatically obtain extra spells every level in that spellcasting class, like wizard and witch), and an increased effective level of spellcasting. If the character had more than one spellcasting class before becoming a worm that walk, he must decide to which class he adds the new level for the purposes of determining spells per day.
Gathering of Maggots
This ritual initiates the celebrant into the road to become a worm that walks. The worm that walks must successfully complete the ritual to gain the first level benefits of the prestige class and to advance to the next levels.
Gathering of Maggots
School conjuration (healing), necromancy and transmutation;
Level 8
Casting Time 8 hours
Components V, M (a specially prepared worm bait worth 30,000 gp), F (the book Age of Worms)
Skill Checks Knowledge (arcana) DC 36, 4 successes; Knowledge (dungeoneering) DC 36, 2 successes; Spellcraft DC 36, 2 successes
Optional Components SC (up to 6, each of whom must be a creature with ties to vermins (GM’s discretion); +1 bonus on ritual skill checks per SC)
Range personal
Target you
Duration instantaneus
Saving Throw none;
Spell Resistance no
Backlash The primary caster is exhausted and immediately falls to -1 hit points, bleeding out and dying; the primary caster also suffers 8 ability drain to one ability score (selected by the primary caster).
Failure The ritual fails horribly and all participants must make a DC 31 Will saving throw or gain the Ravenous Creature template (Advanced Bestiary).
EFFECT
The caster buries itself in the ground and during the 8 hours of the ritual worms and maggots slither and crawl their way inexorably toward him to then break through his skin and crawl into his body. During this process his body slowly changes, however subtly to the sight. The caster gains the benefict of first level of the worm that walks prestige class and can advance to the next levels.
The Age of Worms is a book which tells of the first worm that walks, Kyuss, and his ascension to immense powers through the worms. The original tome, with ancient and terrible rituals related to worms inside, has been lost since time immemorial but many minor couples are readily available from vendors specializing in the arcane or occult arts for 20,000 gp. They do not have occult rituals like the original but always have the Gathering of Maggots ritual to allow a reader to walk the path of the worm that walks.
Vermin Empathy (Ex)
At 1st level, you gain this ability, which functions as a druid’s wild empathy, save that you can only use this ability on vermin. This ability functions just like a Diplomacy check made to improve the attitude of a person. You roll 1d20 and add your total character level and your Charisma modifier to determine the wild empathy check result. Vermin are normally mindless, but this empathic communication imparts on them a modicum of implanted intelligence, allowing you to train vermin via Handle Animal. Vermin have a starting attitude of unfriendly. Vermin empathy treats swarms as if they were one creature possessing a single mind. You can thus use this ability to influence and direct the actions of swarms.
Symbiosis (Ex)
The worms that borrow though your body don't always play nice. Sometimes you are the victim of their hunger, and your body becomes warped by infections and venom that increase your resistance to later invaders and other nasty things. Starting at 2nd level you becomes immune to all poisons and diseases, even those of magical nature.
Vermin Lord (Su)
Starting at 2nd level, vermins are susceptible to your mind-affecting spells. Vermins are treated as animals for the purposes of determining which spells affect them and you ignore their immunity to all mind-affecting effects (charms, compulsions, morale effects, patterns, and phantasms) if that immunity is given by the mindless trait.
Fortification (Ex)
Starting at 3rd level, you gains a 50% chance to treat any critical hit or precision damage as a normal hit, as if wearing a moderate fortification armor.
Giant Vermin (Sp)
Starting at 3rd level, you can cast giant vermin as a spell-like ability with a caster level equal to your character level once per day. At 5th level, you can cast it 3 times per day.
Spew Worms (Su/Sp)
Starting at 4th level, you are able to spray out a swarm of worms from your mouth, as a breath weapon in a 30-foot cone a number of times per day equal to 3 + your Constitution modifier. Anyone in this area takes 1d6 points of bludgeoning damage per 2 character levels, with a successful Reflex save reducing the damage by half (DC 10 + ½ your character level + your's Con bonus). The breath weapon has a recharge of 1d4 rounds. The worms then remain as if an insect plague spell had been cast with a caster level equal to your character level (the swarms generated are worms swarm instead of wasp swarm; see below). The worms are under your command.
Worms Swarm
N Diminutive vermin (swarm)
Init +1;
Senses darkvision 60 ft., tremorsense 10 ft.;
Perception +9
DEFENSE
AC 18, touch 18, flat-footed 14; (+4 Dex, +4 size)
hp 119 (14d8+56)
Fort +13,
Ref +8,
Will +5
Defensive Abilities swarm traits;
Immune weapon damage
Weakness swarm traits
OFFENSE
Speed 20 ft., burrow 20 ft, climb 20 ft., swim 20 ft.
Melee swarm (6d6 plus poison)
Space 10 ft.; Reach 0 ft.
Special Attacks distraction (DC 21), poison
STATISTICS
Str 1,
Dex 19,
Con 19,
Int —,
Wis 12,
Cha 9
Base Atk +5;
CMB —;
CMD —
Skills Perception +9;
Racial Modifiers +8 Perception
SQ swarm traits, vermin traits
SPECIAL ABILITIES
Poison (Ex)
Swarm—injury; save Fort DC 21; frequency 1/round for 6 rounds; effect 1d4 Dexterity damage; cure 2 save. The save DC is Constitution-based.
The Worm That Walks
You reach the apotheosis of the dream of Kyuss, the immortality without the need for divine help or becoming undead. You gain the True Worm that Walks template and must choose one of the heritage below. Once a heritage is chosen you cannot change it.
True Worm That Walks (CR +8)
A worm that walks retains all the base creature’s statistics and abilities except as noted here.
CR: Same as the base creature +8.
Alignment: Any evil.
Type: The base creature’s type changes to vermin. It gains the augmented subtype. Do not recalculate BAB, saves, or skill ranks. Worms that walk are intelligent and do not possess the standard mindless trait of most vermin. Note that while a worm that walks has the ability to discorperate into a swarm, and while its body is made up of countless wriggling vermins, it does not itself gain the swarm subtype.
Size: Although the worms that make up the worm that walks’s body are Fine creatures, the worm that walks is treated as a creature the same size as the base creature.
Senses: As the base creature, plus darkvision 600 feet and blindsight 300 feet.
AC: The worm that walks loses any natural armor bonus the base creature may have had, but gains an insight bonus to its AC equal to its Wisdom bonus (minimum of +20) and +4 deflection bonus to AC.
Speed: As the base creature, plus see Vermin Heritage below.
Hit Dice: Change the base creature’s racial Hit Dice to d8s. All Hit Dice derived from class levels remain unchanged.
Defensive Abilities: A worm that walks retains all of the base creature’s defensive abilities and special qualities. It also gains the following additional defensive abilities.
Discorporate (Ex): A worm that walks can collapse into a shapeless swarm of the vermins that make it up as a free action. All held, worn, and carried items fall and its Strength score drops to 1. The worm that walks functions as a true swarm while discorporated, with a reach of 0 feet (its space remains unchanged). While discorporated, the worm that walks retains all of its defensive abilities but replaces worm that walks traits with standard swarm traits. It loses its slam attacks and its squirming embrace special attack but retains all others and can make a swarm attack that deals damage equal to its engulf attack. A worm that walks can reform into its true form (including equipping all gear in reach) as a move action as long as it has at least 1 hit point. If a worm that walks is reduced to negative points but is not killed and manages to escape, it can reforms when it return to at least 1 hit point. It returns to 1 hit point after 1 hour, then is no longer forcet to remain in swarm form.
Damage Reduction: A worm that walks loses any damage reduction possessed by the base creature and gains damage reduction /— equal to his character level.
Fast Healing: A worm that walks gains fast healing equal to its HD.
Flowing (Ex): All combat maneuver checks made to grapple the worm that walks automatically fail. A worm that walks automatically succeeds on grapple checks or Escape Artist checks made to escape a grapple or a pin.
Greater Discorporate (Ex): If gravely threatened, a worm that walks can discorporate as a free or immediate action, simply falling into a pile of individual vermin that slither quickly away. So long as any of the component vermin survive, they can breed and create a new body to house the character’s intelligence and personality. Discorporating is a dangerous tactic, because once separated, the vermin are treated no differently than other vermin. Also, the worm that walks stands a good chance of losing all its equipment. However, discorporation almost assures that at least one vermin (if not dozens) will manage to crawl away, and so provide for the worm that walks’s continued existence.
Immunities: Worms that walk are immune to dazed, disease, exhausted, fatigued, nauseated, paralysis, poison, sickened, sleep, and stunned.
Saving Throw: A worm that walks gain +4 resistance bonus to saving throws.
Spell Resistance: A worm that walks has spell resistance equal to 11 + HD.
Worm that Walks Traits: A worm that walks has no discernible anatomy, and is not subject to critical hits, precision damage or flanking. Reducing a worm that walks to 0 hit points causes it to discorporate (see below, but not greater discorporate)—a worm that walks at 0 hit points is staggered, and one at negative hit points is dying (but can use the Diehard feat). The fast healing of the worm that walks stop work while it is at 0 or lower hit points. Worms that walk are immune to any non-harmless physical spell or effect that targets a specific number of creatures (including single-target spells such as disintegrate), with the exception of such spells and effects generated by the worm that walks itself, which treat the worm that walks as one single creature if it so chooses. Mind-affecting effects that target single creatures function normally against a worm that walks, since the creature’s individual components share a hive mind. A worm that walks takes half again as much damage (+50%) from damaging area effects, such as fireball and splash weapons. Worms that walk are susceptible to high winds—treat a worm that walks as a Fine creature for the purposes of determining wind effects.
Melee Attacks: A worm that walks loses any natural attacks the base creature had, but gains a slam attack that deals damage based on its size. This slam has the grab ability and affects creatures up to one size larger than the worm that walks. A worm that walks retains any weapon proficiencies the base creature had.
Special Attacks: A worm that walks retains all of the base creature’s special attacks. It also gains the following additional special attacks.
Coordinated Consumption (Ex): A worm that walks’s swarm damage is doubled against helpless or nauseated targets.
Corpse-Crawl Spawn (Ex): Swarm spawn created by a worm that walks gain the worm that walks’s corpse crawling ability, transforming infested corpses of an appropriate size into worm zombies. Attacks against the worm zombie deal half damage to the inhabiting worm swarm rather that to the worm that walks, although the worm swarm’s defensive abilities, DR, SR, resistances, and immunities may negate some or all of this damage. A worm that walks can attempt a Disguise check to conceal its swarm spawn’s inhabitation of a corpse, with the usual –4 penalty if it is inhabiting a host of a smaller size.
A swarm spawn cannot abandon a host corpse, however, and a remove disease or heal spell cast on the corpse that overcomes the worm swarm’s spell resistance kills it.
Corpse-Crawling (Ex): A discorporated worm that walks that infests a corpse within one size category of the worm that walks can transform the corpse into a worm zombie under its control. Worm zombies do not gain DR 5/slashing or the staggered condition but otherwise follow normal rules. When killed, the zombie collapses in a pile of vermins and the worm within is released into the zombie’s space or an adjacent square. Attacks against a worm zombie deal half damage to the worm that walks as well, although the worm that walks’s defensive abilities, DR, SR, resistances, and immunities may negate some or all of this damage. A worm zombie’s skin crawls visibly with the vermins within it, though the worm that walks can disguise its worm zombie as a normal zombie with a Disguise check, with a –4 penalty if the host smaller than itself.
A worm that walks can abandon its worm zombie as an immediate action, destroying it and releasing itself as above, or as a full-round action, leaving the corpse intact. A remove disease or heal spell cast on an inhabited corpse forces the worm that walks to abandon it if the caster overcomes the worm that walks’s spell resistance.
Enhanced Spellcasting (Su): A worm that walks gains the ability to treat its 1st-level spells like cantrips or orisons. If the worm that walks is a spontaneous caster, its 1st-level spells known don’t consume spell slots and can be used again. If the worm that walks prepares spells, its 1st-level spell slots aren’t expended when cast and can be used again. Using metamagic feats or other abilities that alter the spell slot of a spell aren’t affected by this ability (for example, a quickened magic missile uses a 5th-level spell slot and is expended when cast).
Frightful Presence (Su): When a worm that walks engulfs a victim, witnesses must make a Will save (DC 10 + ½ 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. Al lthat conditions last for 1d4 rounds. Those who have seen a worm that walk 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.
Infestation (Ex): Any creature that takes swarm damage from a worm that walks, including from any swarm spawn, must succeed at a Reflex save or become infested. The save DC equals 10 + 1/2 worm that walks’s HD + its Con modifier. On a failed save, the infested creature takes 1d3 points of Strength and Constitution damage per round as the vermins burrow through and consume its flesh and blood— this effect continues each round the victim remains subject to the swarm damage and for 1d6 rounds thereafter. Any energy-based attack (including damage from negative energy) that deals damage equal to at least twice the worm that walks’s HD to the victim automatically destroys all of the vermins infesting it, ending the effect prematurely. Additionally, any effect that removes disease instantly ends a worm that walks’s infestation. Immunity to disease offers no defense. Wind effects that affect an infesting swarm’s target have no effect on the swarm. The save DC is Constitution-based.
Squirming Embrace (Ex): If a worm that walks grapples a foe, as a free action, it can cause a swarm of its vermins to squirm over the grappled creature. These vermins deal automatic swarm damage with no attack roll needed (see the table below). If a creature takes damage from the swarm, it is also subject to the swarm’s distraction ability, and must make a Fortitude save or be nauseated for 1 round. The save DC equals 10 + ½ the worm that walks’s HD + its Con modifier.
A worm that walks can have a number of embraced targets at any one time equal to 1 plus ¼ its HD. A swarm spawn has hit points equal to the worm that walks’s 1/10 maximum hit points, the same movement speed of the worm that walks and retains all of the worm that walks’s defensive abilities, but replaces worm that walks traits with standard swarm traits. Its swarm attack deals damage equal to the worm that walks’s squirming embrace attack. If the worm that walks moves further than its blindsight range from a swarm or dismisses a swarm (a free action), the swarm dies.
HD | Engulf Damage |
1-5 | 2d6 + 1.5 Str bonus |
6-10 | 3d6 + 1.5 Str bonus |
11-15 | 4d6 + 1.5 Str bonus |
16-20 | 6d6 + 1.5 Str bonus |
21+ | 8d6 + 1.5 Str bonus |
Spell-like Abilities (Sp)
A worm that walks gains the following spell-like abilities. The caster level for all of them is equal to its HD.
1/day—colossal vermin (as giant vermin, but it can increase the creature’s size from Large to Gargantuan and from Huge to Colossal, like from an Ogre Spider to a Goliath Spider), creeping doom, insect plague, summon swarm (spider only), summon apocalypse (as summon nature’s ally IX, except it summons a single locust plague swarm [B5] without multiply or reform), summon vermin IX (as summon nature’s ally IX, except it summons vermin with CR adapt to the level of the spell), vermin growth (as animal growth but vermin instead of animals), vermin messenger (as animal messenger but vermin instead of animals), vermin shapes (as animal shapes but vermin shape II instead of beast shape III), vermin trance (as animal trance but affect vermin mindless or with Int 1-2 instead of animals with Int 1-2).
Special Qualities: A worm that walks maintain the special qualities of the base creature and gains the following.
Tenacious (Ex): A worm that walks gains a +4 racial bonus on CMB checks made to grapple and a +4 racial bonus to its CMD.
Ageless (Ex): A worm that walks takes no penalty to its physical ability scores from advanced age. If it is already taking such penalties, they are removed at this time. The worm that walks stop aging and gains immune to aging affect. Barring death from violence, or misadventure, a worm that walks can live forever.
Abilities: Dex +8, Con +8.
Skills: Worms that walk gain a +20 racial bonus on Knowledge (arcane), Perception, Sense Motive, Spellcraft, Stealth, and Survival checks.
Feats: Worm that walks gain Diehard as a bonus feat without the need to meet its prerequisite.
Vermins Heritage
Just as various breeds of vermins exist, so too does diversity exist within groups of Worm That Walk. A worm that walks that takes a specific type of vermin may be targeted with all the beneficial effects of being a swarm of that type but none of the negative effects specific to that type of swarm (ex: a worm that walks that take the Vescavor swarm with Exotic Heritage gains the beneficts of the Chaos Aura of the Vescavor Queen but cannot be targeted with her Swarm Mother special ability) plus all the special ability of the swarm of that specific type of creatures that composes it (ex: a worm that walks that take the Vescavor swarm with Exotic Heritage gains gibber, ravenous and traumatizing while a worm that walks that take the Army Ants swarm with Climbing Vermins gains Cling and Consume).
Exotic Heritage (Verminlike Creatures and/or Extraplanar)
Not all the worm that walks look to vermins that are commonly found around. Some look to other planes, observing the vermin-like swarms that inhabit them. The more common among them are the Hellwasp and Vescavor Swarm. These worm that walks do not get specific movement but do get the swarm movements from which they took the members (a worm that walks that take a Vescavor Swarm gains a base land speed of 30 ft. [unless the base creature has higher land speed] and fly speed 40 ft. (good)).
