Information Familiar
27th-level Worm That Walks Necromancer/Loremaster/Archmage/Agent Retriever
Medium Aberration
Languages: Celestial, Common, Draconic, Infernal, Undercommon, comprehend languages, read magic, tongues
Hit Dice: 27d8+81+10 (216 hp)
Initiative: +4
Speed: 60 ft. (12 squares)
Armor Class: 55 (+5 robes of the archmagi, +4 Dex, +9 Wis, +1 intrinsic, +5 deflection, +20 insight, +1 dodge), touch 50, flat-footed 50
Base Attack/Grapple: +14/+19
Attack: Winter's Chill +17 melee (2d4+6/x4 plus 1d6 cold)
Full Attack: Winter's Chill +17/+12 melee (2d4+6/x4 plus 1d6 cold)
Space/Reach: 5 ft./5 ft.
Special Attacks: Summon familiar, force sphere 1/day, spells, spell-like abilities, engulf, frightful presence
Special Qualities: Lore +19, greater lore, true lore, loremaster secrets (applicable knowledge, dodge trick, secret knowledge of avoidance, secrets of inner strength, the lore of true stamina), arcane fire, arcane reach, mastery of counterspelling, mastery of elements, mastery of shaping, uncanny location, tracking bonus +10, plane shift 1/day, ethereal jaunt 1/day, blindsight 300 ft., spell resistance 40, discorporate, bonus hit points, immunities, damage reduction 10/epic, cold resistance 30, darkvision 60 ft., detect magic, read magic, see invisbility, evasion
Saves: Fort +20, Ref +21, Will +36
Abilities: Str 13, Dex 18, Con 17, Int 35, Wis 28, Cha 26
Skills: Appraise +17 (+21 alchemy), Balance +25, Climb +22, Concentration +35, Craft (alchemy) +39, Decipher Script +44, Diplomacy +10, Forgery +14, Gather Information +40, Heal +11, Hide +26, Jump +22, Knowledge (nature) +48, Knowledge (arcana) +47, Knowledge (history, religion, the planes) +44, Listen +35, Move Silently +26, Perform (act) +10, Search +34, Spellcraft +80 (+84 scrolls, +90 epic spells), Spot +15, Survival +90 (+94 above ground or on other planes, +132 following tracks), Use Magic Device +30 (+38 scrolls)
Feats: Alertness, Craft Magic Arms and Armor, Craft Staff, Craft Wondrous Item, Eschew Materials, Heighten Spell, Quicken Spell, Scribe Scroll, Skill Focus (Knowledge [arcana]), Skill Focus (Spellcraft), Spell Focus (necromancy), Spell Focus (transmutation), Track
Epic Feats: Epic Spellcasting, Ignore Material Components, Legendary Tracker
Wizard Spells Prepared (5/8/8/8/8/7/6/6/6/4; base DC = 22 + spell level; 23 + spell level for necromancy and transmutation spells): 0—dancing lights (2), open/close (2), touch of fatigue; 1st—detect secret doors (2), feather fall (2), identify (3), ray of enfeeblement; 2nd—blindness/deafness (2), command undead (3), spider climb (3); 3rd—explosive runes (2), magic circle against law (2), ray of exhaustion (2), vampiric touch (2); 4th—bestow curse (2), contagion (3), mnemonic enhancer (3); 5th—dismissal (2), quickened shield (2), quickened true strike (2), waves of fatigue; 6th—chain lightning, greater dispel magic (2), true seeing (2), undeath to death; 7th—forcecage, greater teleport (3), quickened haste, waves of exhaustion; 8th—discern location (2), greater planar binding (2), horrid wilting, temporal stasis; 9th—gate, time stop, wail of the banshee, wish. Caster level 28th. Specialized school: Necromancy. Prohibited schools: Enchantment, Illusion.
Epic Spells/Day (3 arcane; DC 32): epic dispel magic, flesh of the divine (personal), quickened silent and stilled crown of vermin
Challenge Rating: 30
Alignment: Lawful evil


Summon Familiar: Skolex can obtain a familiar, a magical beast that resembles a small animal and is unusually tough and intelligent (see tab).
Lore: Skolex knows legends or information regarding various topics, just as a bard can with bardic knowledge. He adds his level and his Intelligence modifier to the lore check, which functions otherwise exactly like a bardic knowledge check.
DC Type of Knowledge
10 Common, known by at least a substantial minority of the local population.
20 Uncommon but available, known by only a few people legends.
25 Obscure, known by few, hard to come by.
30 Extremely obscure, known by very few, possibly forgotten by most who once knew it, possibly known only by those who don't understand the significance of the knowledge.
Greater Lore (Ex): Skolex has the ability to understand magic items, as with the identify spell.
True Lore (Ex): Once per day Skolex can use his knowledge to gain the effect of a legend lore spell or an analyze dweomer spell.
Loremaster Secrets: Secrets of inner strength (+2 bonus on Will saves), the lore of true stamina (+2 bonus on Fortitude saves), secret knowledge of avoidance (+2 bonus on Reflex saves), dodge trick (+1 dodge bonus to AC), applicable knowledge (any one feat [Heighten Spell]).
Arcane Fire (Su): Skolex may cast any spell as an energy bolt (range 600 ft., damage 5d6 + 1d6 points per spell level).
Arcane Reach: Skolex's touch spells have a 30-foot range.
Mastery of Counterspelling: When Skolex successfully counterspells any spell subject to spell turning, he reflects it fully back on the original caster. A spell not subject to spell turning is merely counterspelled.
Mastery of Elements: Skolex can prepare any arcane spell he knows with the acid, cold, fire, electricity, or sonic designator to be cast as a different element. For example, a fireball may be prepared to deal sonic damage instead of fire damage.
Mastery of Shaping: Skolex can alter area and effect spells that use the following categories: burst, cone, cylinder, emanation, or spread. The alteration consists of creating spaces within the spell's area or effect that are not subject to the spell. The minimum dimension for these spaces is a 5-foot cube. For example, he could use fireball and leave a hole where his ally stands, preventing any fire damage. Furthermore, any shapeable (S) spells have a minimum dimension of 5 feet instead of 10 feet.
Uncanny Location: (Sp) When Skolex spends one day attuning himself to a person or object he is seeking, he automatically determines that person's or item's location as the discern location spell. Once he has established a sense of the location, he can maintain this uncanny link if the target moves, but only so long as he hunts down this person or item to the exclusion of all other pursuits. If he ever turns aside to undertake a second pursuit, the uncanny location ends, and Skolex must spend another day to reattune himself to the target.
Tracking Bonus (Ex): Skolex gains a +10 insight bonus on Survival checks to track the quarry.
Plane Shift (Sp): Skolex can use plane shift as a 15th-level caster once per day.
Force Sphere (Sp): Skolex gains the ability to call forth a force sphere once per day. He can attempt to enclose any creature or object he can see within 30 feet. The target is allowed a Reflex saving throw (DC 26). Those who fail are then encapsulated in a sphere of force with a radius of up to 50 feet (the sphere is only as large as it needs to be, up to its maximum radius). Those trapped inside cannot escape except with methods that can bypas or destroy a wall of force. The sphere persists as long as Skolex desires, up to a maximum of seven days. A captured target does not count toward the capacity of Skolex's plane shift ability, and he can plane shift with the target despite the presence of the force sphere.
Ethereal Jaunt (Sp): Skolex can use ethereal jaunt as a 15th-level caster once per day.
Spell-like Abilities: 1/day—animal growth (vermin, DC 23), animal messenger (vermin), animal shapes (vermin), animal trance (vermin, DC 20), 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), vermin plague (as insect plague). Caster level 21st.
Engulf (Ex): Skolex can choose to engulf an opponent who is no more than one size category larger than himself. He 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. A victim who spends a full-round action can break free of the embrace and move up to half its speed away from Skolex if desired, but can do nothing else. Otherwise, each round a victim remains embraced, it takes another 100 points of damage. Constructs are immune to this attack.
Frightful Presence (Su): When Skolex engulfs a victim, witnesses must make a Will save (DC 31). 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. All these conditions last for 1d4 rounds. Those who have seen a worm that walks use this attack before gain a +5 bonus on their saving throws. The victim of Skolex's engulf attack has a -5 penalty on his or her saving throw.
Discorporate (Ex): If gravely threatened, Skolex can discorporate as a free 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 necromancer's intelligence and personality. Discorporating is a dangerous tactic, because once seperated, the vermin are treated no differently than other vermin. Also, Skolex stands a good chance of losing all of his 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.
Immunities (Ex): Skolex has no discernable anatomy, so he is not subject to critical hits or flanking.
Skills: Skolex has a +20 racial bonus on Hide, Listen, Move Silently, and Survival checks.
Evasion (Sp): If Skolex makes a successful Reflex saving throw against an attack that normally deals half damage on a successful save, he instead takes no damage. Evasion can be used only if Skolex is wearing light armor or no armor. If he is helpless, he does not gain the benefit of evasion. This ability is tied to his boots of swiftness.
Possessions: Robes of the archmagi, winter's chill, greater blessed book, circlet of the archmagi, bracers of might, +30 amulet of survival, +6 cloak of charisma, +5 ring of protection, handy haversack (alchemist's lab, 6 silversheen, 6 potions of cure serious wounds, 10 scroll cases, 7 vials of ink, 3 inkpens, 10 pieces of paper), monk's belt, luckstone, gloves of storing, boots of swiftness, rod of the epic spellcaster, rod of the path, decanter of endless water, ioun stones (incandescent blue sphere +6, iridescent spindle, pale green prism, orange prism, scarlet and blue sphere +6), spell component pouch, belt pouch, keep (with moat and bridge), 17 black sapphires worth 25,000 gold each, 15 diamonds worth 1,000 gold each, 19 platinum, 5 gold, 7 silver. Skolex also has the spells comprehend languages, darkvision, detect magic, read magic, see invisibility, and tongues permanently cast upon him, a +5 inherent bonus to all ability scores, as well as any focus he might ever need for his spells (Caster level 28th).

Skolex is a worm that walks, an ancient spellcaster who's arcane power was too great for the grave to contain and became absorbed by the worms that had consumed his corpse. Now reborn, he quietly wanders the multiverse, seeking ever greater magical power.

Strategies and Tactics

Skolex tries to avoid combat whenever possible, seeing it as nothing more than a mere distraction to the greater pursuits that occupy his mind. He possesses a number of spells and abilities with which he can escape from a foe, and he can even discorporate his body of worms as a last resort (since this would result in the loss of his equipment that he has spent several lifetimes collecting). Often his only reason to engage in battle is to end his hunger, and the very sight of him engulfing his next meal is usually enough to frighten away the victim's allies. When not suffering from hunger, he'll unleash a wail of the banshee to slay all those foolish enough to stand in his way.
Only when hunting his next quarry does Skolex purposely enter a prolonged combat, using every ability he has at his dispossal to capture his foe alive (preferably). He spends a day attuning himself to his target, thus allowing him to track the creature or object across land, water, air, and through the infinite layers of the multiverse. The arcane magic he has spent eons mastering has allowed him to suppress the power of artifacts and to even defeat the magic of the gods, so there is very little that he fears. Once he has his target sufficiently weakened, he entraps it within a force sphere and carts it away to his lair where he gleans every bit of information from it that he can, encribing such knowledge into his library of countless tomes. If the object or creature is one that can serve a purpose at a later date, he places it in temporal stasis. Otherwise, creatures who are of no further use to him are engulfed and consumed as his next meal.

Sample Encounter

Once he has sight of his target Skolex stops time, using the opportunity to strengthen his offensive and defensive capabilities. When time resumes he uses his crown of vermin spell to surround himself with creatures of his kind, which gnaw away at enemies close by while helping to shield him from harm. Behind such cover he unleashes a magical onslaught mean't to weaken and deter his foes, or slaughter them outright if they hinder his quest; raining down elemental forces, spreading sickness and disease, even firing bolts of raw magical energy, the worm that walks has no shortage of options. If given sufficient time, he uses planar binding to call a pit fiend into his service.
Feast of the Past (EL 30): Long ago a grand wizard denied Skolex his chance at claiming a legendary artifact of fearsome power. That wizard has since left this life, but in his wake he left behind an influential and powerful college that is thought to hold the artifact within its deepest vaults. Wether these rumors hold true or not, Skolex has targeted this college for its prize; or, if aught else fails, to seek revenge.

Knowledge (Arcana) or Knowledge (Dungeoneering)
DC Result
40 This is a worm that walks, the remnant spirit of a evil arcane spellcaster born again through the worms or maggots that had devoured its corpse. Beneath its robed form lingers a heavy, earthy smell.
45 Speaking little, a worm that walks retains all the power and knowledge that it held in its previous life. It consumes the flesh of those it engulfs within its frightful form, and can discorporate itself into its individual worms when facing a terrible threat.
50 A worm that walks may spontaneously rise from the grave of a spellcaster possessing a strong will and overflowing with vast, arcane power. Scholars speak of dark rituals that can ensure one's rebirth into this vile, new form.


In the distant past magic was as fresh as a newborn's first breath, and those few who mastered it for the benefit of all quickly began teaching the art to any whom might listen. In the years to follow various schools of thought began to develop surrounding the arcane, and before long many began to focus on one over all others. In his youth Skolex belonged to an early school of necromancy, dedicated to the goddess of death and knowledge. He sought with every fiber of his being to discover the true nature of life and death, to see the line that divided it, and to erase it. His goddess' teachings, dedicated to the search for greater knowledge and its preservation, became Skolex's all-consuming passion. As the decades past, his mastery of necromancy grew stronger, yet with each spell he penned down he came no closer to achieving his goal. Finally reaching his twilight he gazed upon the face of the moon, cursing his mortality, and then breathed his last. Yet even death itself could not hold back his desires, and as his vast arcane knowledge sank back into the earth, the worms who made their home amongst the gravestones absorbed it. Rising forth from the ancient ground Skolex gazed upon the world around him; his work was not yet over.
Environment: The worm that walks spends much of his time traveling the dusty roads and through the forgotten forests of the realms, seeking always that one scrap of knowledge that will lead him closer to his cherished prize. When needing rest or a place to fashion some new bauble, he retreats to his castle that lies in the dark woodlands beyond his former grave. Those lost souls who have come upon his domain unawares rarely make it out alive, for the worms that compose his body always require sustenance, and the flesh of the living possesses a more splendid taste than the rotted meat of the dead.
Physical Characteristics: Skolex is forever adorned by his thick and tattered robes, as black as night with its hood drawn over his visage. Upon his face he wears a porcelain mask that features little more than holes where his eyes and mouth once were; some might argue that its appearance is more haunting than a face of worms would be. Those who do see him on their path note that he appears always with a decrepit tome in one hand that he fervishly studies, while steadying his steps with a scythe wreathed in a frosty mist. Perched ever on his shoulder is his familiar, a sharp-eyed raven, who's own wit seems a match for the worm as it responds to outside querries with a quick, if not altogether dry, response.
Alignment: Skolex's quest for knowledge and power has gone far beyond a mere obsession; in his youth he turned his back on any who might have needed his aid all for the sake of his quarry. This selfishness has only intensified since his death, and now he has no qualms about ignoring the helpless and dying if it means reaching the target even one second sooner.


Skolex wastes little time conversing with lesser beings. If such creatures seek him out, he'll often command his familiar to speak for him, speaking his response to it in a secret tongue and using it as an intermediary. If one who demands his audience holds great personal power, such as an ancient wyrm or dread fiend, he speaks to it freely, hoping to probe its mind for any and all secrets that might be housed deep within. Otherwise Skolex tends to stay away from civilized areas, as the sight of him satiating his hunger would surely bring an entire party of heroes down upon him. Only when his hunt necesitates it does he enter a village or township, often under the cover of night to help keep his tracks clean.
The land around his personal castle has been emptied for some time, even before he had taken residence within it, and now even moreso because of him. Whispers are told of the undead that haunt the place, or the devils that are seen flying from its highest precipices. A large, dank moat surrounds its crumbling stone walls, while its cold, dark interior is bare of any of the treasures that lesser dwellings are decorated with. Whether Skolex hides his belongings in secret compartments within the castle, or within the plane itself, has yet to be discovered. All that can be readily found are the volumes of books and countless maps that aid the worm in his journeys.

Typical Treasure

Over the centuries Skolex has discovered and forged countless spells and magic items. Many heighten his personal power, others increase the ease of his tracking abilities and ensure his survival in the wilderness. His most prized possessions are his wizard's tome which houses all of the spells that he knows, and the scythe dedicated to the icy realm of death. His total wealth is comparable to a player character of his Challenge Rating.