| Azothath |
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Worm That Walks vermin(augmented human) CR 14
Worm that Infests CR 15 (as Worm that Walks above)
Template: may only be applied to a spellcaster of 11th or higher level who gains +2 CR. This is a strong template and PC level gear adds +1 CR.
Speed: 30 ft, Burrow:5 ft
Str 12(10), Dex 20(18), Con 20(18), Int 26(20), Wis 12, Cha 10 (belt of Str +2, Dex +2, Con +2)(headband of Int +6; Know(History, Local, Nobility) )
Abandon Flesh (Su) Abandon(leave) an inhabited medium or large sized body as a swift action, crawling hideously out of its host and leaving behind an empty sack of skin and bits of gristle. The creature absorbs much of the inhabited body's flesh to heal itself, regaining (2d6 +2*(inhabited creature's HD)) hit points. The husk left after Abandon Flesh cannot be inhabited again nor is the body considered whole for Raise Dead.
Flesh Armor (Su) while inhabiting a medium or large sized creature gain; +3 or +6 (respectively) armor bonus, the natural armor of the inhabited creature, any energy resistance of the inhabited creature (the values do not stack so only the greater of each ability applies). For example; while inhabiting a common fire giant CR:10 it would gain +6{large} armor, +8 natural armor, and immune:fire. The Worm that Walks has +6 armor so it does not gain any additional armor value to AC.
Inhabit Body (Su) can crawl into the body of any helpless or dead medium or large humanoid or monstrous humanoid, consuming and replacing the bulk of the internal organs as it does so (pinning a victim and then inflicting 2d6 damage & 1d3 Cha damage per round until the victim dies or reaches 0 Cha whereupon it is considered dead). This process takes about 4 rounds during which it is grappling and pinning the target (half speed, lose Dex to AC). Once the process is complete the Worm that Inhabits occupies the inhabited (dead) creature which seems to be the normal living creature it was in life sounding the same as before. The Worm that Inhabits gains a +10 racial bonus on Disguise checks to appear as the normal humanoid/monstrous humanoid while wearing a dead body in this manner, but does not gain any of the knowledge or abilities that the inhabited creature had in life (other than outlined in Flesh Armor). The alignment of the Worm that Inhabits is detectable as usual. The Worm that Inhabits loses its burrow speed while inhabiting a body. It gains proficiency with armor, shields, and weapons the inhabited body owned & used (only the outer layer of donned armor (with enhancement bonuses) counts as the creature's current armor value thus a Worm that Inhabits generally eschews common armor). Usually a Worm that Inhabits studies and learns the victim's history and mannerisms before inhabiting and killing the victim.
Create Acolyte (Su) with a successful touch or slam attack the Worm that Inhabits can attempt to attach and infiltrate a victim with one of its worms. It can also attempt to feed a victim a worm but this is usually more complicated. The victim must succeed on a Rflx DC 26 or watch as a worm burrows into its skin (ignoring natural armor or DR) much like a Rot Grub then any living creature takes 1d2 points of Con damage. A (living or dead) creature is then considered infested, a worm has the familiar House Centipede statistics with Speed:10, Climb:10, Burrow:5(flesh, dirt), Poison Fort:16, DR:4/magic, Fast Healing:1/r for up to 10r/day. Constructs, aberrations, and outsiders cannot be infested. Any energy-based attack (including damage from negative energy or a kinetic blast) that deals 15 points of damage (or brings it from it's maximum to -6 hit points) to the victim automatically destroys all of the worms infesting it ending the worm infestation. Any effect that removes disease instantly ends the worm infestation. Immunity to disease offers no defense. The save DC is Constitution-based.
If a living creature dies while worm infested it rises within 1d4 hours as a Worm Acolyte (CR:creature's CR +1). A Worm that Infests knows where any worm infested victim is and may target it with a spell if it is in range. It may use Message cantrip (to 230ft) as a free action once per round to whisper to a worm infested creature within range. A worm infested target suffers a -4 profane penalty to any saves against spells & spell-effects created by the Worm that Infests. Abjurations such as Protection from Evil and Circle of Protection provide no defense for a worm infested creature against spells & spell-effects created by the Worm that Infests. A Worm that Infests must still overcome the SR of a worm infested creature. A Worm that Infests can have up to 1 worm infestation per HD active at any one time, those that exceed this maximum (chosen by the Worm that Infests) are freed of their worm infestation and feel a lifting of foreboding and dread as it ends.
Worm Acolyte CR (creature's CR +1) Creature retains its appearance, class abilities, skills, knowledge, magic items and equipment but becomes a vermin (augmented human/monstrous humanoid) as worms infest its body. Other creature types cannot become a Worm Acolyte but the worm (while it lives) simply provides its location and reduces the protections of the creature to it's progenitor. A Worm Acolyte is considered worm infested and initially of Helpful attitude towards its progenitor (the attitude can change with time). It gains Worm that Walks Type, Senses, Hit Dice(replacing it's own), Defensive Abilities, Flesh Armor (Su), and Die Hard feat. It may attack with its weapons as usual. Does not gain other abilities from Work that Walks.
A Worm Acolyte of Friendly attitude willingly submits to the Inhabit Body ability of the Worm that Infests whom afflicted it. The process of Inhabit Body only takes 1 full round (rather than multiple rounds). The Worm Acolyte considers this boon as "living on through it's master".
If not Inhabited, upon death the Worm Acolyte falls into a heap of disorganized worms which form into (Worm Acolyte HD/4, minimum 1) Rot Grub swarm(s) in 1d2 rounds which may envelope but does not attack the Worm that Infests.
It is likely that a Worm Acolyte whos master is slain quickly develops into a Worm that Walks.
=== by Azothath ===