Conqueror Worm (CR 21/MR 8)

This gigantic eyeless worm is covered with a scarlet crust of oily, scabby flesh. Its great toothless mouth constantly drips bright red slime and looks large enough to swallow a draft horse.

Conqueror Worm (CR 21/MR 8)
XP 409,600
CE Gargantuan outsider (mythic, native)
Init +11; Senses blindsight 150 ft.; Perception +15
Aura stench (DC 27, 10 rounds), unholy aura


AC 41, touch 9, flat-footed 41 (+4 deflection, –1 Dex, +32 natural, –4 size)
hp 390 (23d10+264); fast healing 10 (20 in dim light or darkness)
Fort +25, Ref +19, Will +11
Defensive Abilities deathlessMA, fortificationMA (50%); DR 15/epic and magic; Immune acid, bleed, death effects, disease, mind-affecting effects, paralysis, poison, polymorph; Resist cold 20, electricity 20, fire 20; SR 36
Weaknesses light blindness, vulnerable to sonic attacks


Speed 40 ft., burrow 40 ft., climb 40 ft., swim 40 ft.
Melee bite +33 (5d8+13/19–20/x3 plus grab and scarlet slime), tail slam +33 (5d6+13 plus stunning blowMA)
Space 20 ft.; Reach 15 ft. (30 ft. with prehensile tongue)
Special Attacks breath weaponMA (120-ft. line, 20d6 half acid, half corruption plus slime, Reflex DC 29 for half, usable every 1d4 rounds), fast swallowMA, mythic power (8/day, surge +1d10), mythic magicMA (3/day), prehensile tongue, regurgitateMA, scarlet slimeMA, swallow whole (5d8+13 bludgeoning damage plus slime, AC 26, 39 hp)

Spell-Like Abilities (CL 23rd; concentration +33)
Constant—unholy aura
At will—control undead (DC 28), deeper darkness, telekinesis (DC 25; uses a DC 15 Charisma check for delicate maneuvers)
3/day—blasphemy (DC 28), telepathic bond
1/week—cursed earthUM (DC 30)

Spells Known (CL 20th; concentration +30)
9th (7/day)—dominate monster (DC 29), energy drain (DC 30), soul bind (DC 30)
8th (7/day)—horrid wilting (DC 29), power word stun, symbol of death (DC 29)
7th (7/day)—caustic eruption (DC 27), symbol of weakness (DC 28), waves of exhaustion
6th (8/day)—circle of death (DC 27), eyebite (DC 27), veil (DC 26)
5th (8/day)—mass repair undeadAPG, nightmare (DC 25), symbol of pain (DC 26), waves of fatigue
4th (8/day)—crushing despair (DC 25), dimension door, enervation, hallucinatory terrain (DC 24)
3rd (8/day)—dispel magic, ray of exhaustion (DC 24), slow (DC 23), vampiric touch
2nd (9/day)—acid arrow, blindness/deafness (DC 22), detect thoughts (DC 22), invisibility, levitate, spectral hand
1st (9/day)—cause fear (DC 22), charm person (DC 21), obscuring mist, ray of enfeeblement (DC 22), repair undeadAPG
0 (at will)—acid splash, bleed (DC 20), detect magic, disrupt undead, ghost sound, mending, prestidigitation, resistance, touch of fatigue (DC 21)


Str 36, Dex 8, Con 26, Int 7, Wis 11, Cha 30
Base Atk +23; CMB +40 (+44 grapple); CMD 49 (can’t be tripped)
Feats Awesome Blow, CleaveMF, Critical FocusMF, Great Cleave, Improved Critical (bite)MF, Improved InitiativeMF, Lightning Reflexes, Power Attack, Spell Focus (necromancy), Staggering Critical, Weapon Focus (bite), Weapon Focus (tail slam)
Skills Bluff +18, Intimidate +29, Knowledge (arcana) +19, Knowledge (planes) +19, Knowledge (religion) +19, Perception +15, Sense Motive +10, Spellcraft +19, Stealth +8
Languages Aklo, Undercommon
SQ blind, sorcery


Environment any underground
Organization solitary or cult (1 conqueror worm, 2-5 morghs, 8-18 wights, and 10–30 ghasts)
Treasure double

Special Abilities

Breath Weapon (Su) A conqueror worm’s breath weapon is a 120-ft. line of scarlet slime that deals 20d6 points of damage (Reflex DC 29 for half). Half of this damage is acid and the other half results directly from the conqueror worm’s corruptive power and is not subject to acid resistance or immunity. Creatures damaged by a conqueror worm’s breath weapon are subject to its slime attack.

Deathless Sublimation (Su) When reduced below 0 hit points, a conqueror worm dissolves into a greasy, scarlet obscuring mist saturated with necromantic energy, dissipating after 6 rounds. Creatures entering or beginning their turn within the cloud are affected by the conqueror worm’s slime attack each round. A conqueror worm reforms and returns to life 1 hour later with 1 hit point. A conqueror worm can be permanently destroyed by reducing it below 0 hit points points in a consecrated or hallowed area and casting miracle, wish, or (if a good-aligned caster) holy word before the mist dissipates.

Prehensile Tongue (Ex) A conqueror worm can use its long snakelike tongue to manipulate a single tool or magic item, though when it does so it cannot speak nor can it cast spells. Additionally, a conqueror worm that is not currently holding an item with its tongue or holding a victim in its mouth can expend one use of mythic power as a swift action to make a free combat maneuver check against a single Large- or smaller-sized target within 30 feet. If successful, the conqueror worm grabs the target, pulls it adjacent to the conqueror worm, and then receives a free bite attack with a +8 bonus on its attack roll. Creatures pulled in this way do not provoke attacks of opportunity.

Regurgitate (Ex) As a free action, a conqueror worm can spit out a single creature it has swallowed whole. The expelled creature lands prone in an adjacent square chosen by the conqueror worm and must succeed on a DC 34 Fortitude save to avoid being dazed for 1 round. A regurgitated victim is subject to the conqueror worm’s slime attack. The save DC is Strength-based.

Scarlet Slime (Su) A conqueror worm’s acidic slime is infused with corruptive power, dealing 5d6 points of damage to creatures bitten. Half of this damage is acid and the other half is untyped corruptive energy, but undead are not harmed by it. Swallowed creatures are affected each round by the worm’s scarlet slime, and are coated with it even after they escape (or are regurgitated from) its gullet, taking damage for 1d4 additional rounds or until the creature spends a full-round action scraping off the slime or immerses itself completely in water.

Humanoids that die while coated in slime reanimate 1 round later as undead creatures under the worm’s control, becoming ghouls (if the humanoid had 3 HD or fewer), ghasts (4-7 HD), wights (8-13 HD), or mohrgs (14+ HD). These undead possess none of the abilities they had in life. The worm’s slime can create any number of undead, but it can control only 46 HD of undead at a time. Once per day as a full round action, a conqueror worm can expend one use of mythic power to vomit its slime onto ground containing dead humanoid remains, such as a graveyard or battlefield. One round later, 1d10+8 ghouls and one mythic ghast emerge from the ground to serve it.

Sorcery (Su) A conqueror worm casts spells as a 20th-level sorcerer. However, it does not gain a sorcerer’s bloodline or any other benefits of the sorcerer class.

Stunning Blow (Ex) A creature damaged by a conqueror worm’s tail slam attack and any creatures within 5 feet of the targeted creature are knocked prone and stunned for 1 round unless they succeed on a DC 34 Fortitude save. With a successful save, the creatures are only staggered for 1 round. A conqueror worm can expend one use of mythic power as a swift action to make a free additional tail slam attack. The save DC is Strength-based.

Reeking of rot and death, these enormous burrowing horrors have strong ties to the evil deities of corruption, darkness, death, and undeath, who often call them up from the deepest depths of the world to punish hated enemies or those who stray from the faith. These evil worms excrete an acidic scarlet slime that can dissolve creatures and transform humanoid victims into undead minions. These undead minions then defend the conqueror worm and obey it’s commands. Conqueror worms are extremely rare; there are less than two dozen of the creatures in existence.

Conqueror worms are often found leading cults formed of the undead minions they’ve created. These fawning minions see the conqueror worm as both a mother-figure and the direct representation of a divine evil power. When not performing some task set to it by the conqueror worm, the undead minions often gather around their “sacred mother” in large numbers, so they can suckle necromantic slime from the creature’s flesh and disturbingly embrace and massage the monstrous worm’s slimy, scab-covered flesh.

Though less intelligent than most humans, conqueror worms are highly skilled at necromancy and are fonts of necromantic knowledge and profane secrets. When not summoned to shatter a civilization and usher forth apocalyptic ruin, conqueror worms often lair near places infused with powerful necromantic energy, such as evil temples, ancient battlefields and necropolises, and sites where horrific mass murders were committed. Conqueror worms revel in defacing and desecrating monuments, temples, and burial sites sacred to good-aligned deities and transforming their followers and priests into undead monstrosities.

Conqueror worms reserve their deepest antipathy for paladins, whom they consider an irresistible delicacy and a sacred prize. These vile creatures often seek to capture paladins, with the goal of corrupting them and turning them into servants of evil following weeks of cruel ritualistic torture and unspeakable physical and mental abuse.

Conqueror worms are covered in a thick layer of scabby, scarlet flesh. Though they lack eyes, conqueror worms perceive their surroundings by sound and by sensing motion. Though not exceptionally agile, conqueror worms are incredibly flexible and can bring their massive tails down to bash foes that are even standing directly in front of them. Conqueror worms are 40 feet long and nearly 12 feet in diameter. They weigh 15 tons.

The Mother of Worms
Conqueror worms are immortal and continue to grow over the long centuries. Though most of these creatures perish by violence, one conqueror worm has grown to truly legendary proportions. Dubbed the Mother of Worms, this conqueror worm is the oldest and most powerful of its kind. Rumored to be the unwholesome progeny of a long dead goddess of death and the undead, the Mother of Worms is epic in both size and power (CE conqueror worm oracle 12; add the advanced and giant simple templates and the invincible mythic template).

Mercifully, the Mother of Worms has not appeared on the surface of the world for nearly four thousand years. She seems content to remain in the deepest depths of the world’s subterranean reaches in a great continent-sized cavern, where thousands of undead minions swarm about her and slurp scarlet slime from her massive, slumbering form.

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