The Worm That Walks

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Worms, worms? I hate worms. They drive me crazy.

Buffy: You and bug people, Xander. What's up with that? Xander: No, but this dude was completely different than praying mantis lady. He was a man of bugs, not a man who was a bug. —Buffy the Vampire Slayer, "What's My Line, Part Two"

Sometimes, when you want a really scary monster, a giant insect just won't do. They've been done to death and look really cheesy to boot. But you still want a bug monster - what do you do?

Well, you call this guy. He isn't just one bug, he's millions! Millions of tiny creepy crawlies make up his body, as if his entire body is composed of Synchronized Swarming controlled by a Hive Mind. Sometimes it's worms, sometimes it's insects - bees are always good - and sometimes it's just any creepy thing you can think of. Don't worry; The Worm That Walks can make them all into fuel for subconscious terrors.

An extreme version of the Totem Pole Trench. See also Combining Mecha for the mechanical counterpart of this trope.

Just don't confuse him with The Worm Guy, or Earthworm Jim.

Examples of The Worm That Walks include:

Advertising

• An ad for The BBC had a head made of disembodied heads. People complained.
• This Duracell Ultra commercial accidentally evokes this trope. Anyone else thinks that these little pink Duracell Bunnies look like...a mass of squirming maggots?
• There's a recent Prius commercial that centers on a human...made out of dozens of tiny humans. The horrifying beast gets out of bed, brushes its "teeth," etc. Yes, a link to it or something might be more informative, but really, you don't want to see this.

Anime and Manga

• Beelzebub in 666 Satan.
• Naruto has Shino Aburame and the rest of the Aburame clan, who while not made of bugs, house swarms of energy-draining beetles in their bodies since sortly after their birth - perhaps even more disturbing than simply being composed of the insects. A "Bug Clone" technique also exists, in which the user creates a clone of himself out of those beetles, more true to this trope.
  • Orochimaru's true true form (yeah, he seems to have a lot of those) is that he's made of snakes, while being a giant snake himself. What do the snakes look like? Well, they certainly don't do anything to take away his reputation as a creepy boy watcher. Even before that was revealed, it was evident he was made of snakes when he got cut in half and had them spring out of his halves to pull them together.
  • Tsunade's Summon, Katsuya the Slug, could dissolve into many smaller slugs, each of which talks and behaves like the original.
• Mrs. Robinson in Steel Ball Run (a man with a Gender Blender Name), supposedly was killed by men and hung out on a cactus only to revive. Similar to Shino, he used his body to store various insects which he could control. What is really creepy is that his power didn't stem from a Stand... almost as if it was entirely fueled by some kind of horror propane.
• Arachne from Soul Eater hid herself by turning her body into 3000 spiders that spread across the world, and then hid her soul inside a giant Golem.
• In King of Thorn, the Medusa manifestation of Peter Stevens's psyche takes on this form.
• In Hayao Miyazaki's Princess Mononoke, a demon in the beginning appears as a giant, moving mass of worms. You don't want to touch it.
  • Technically, all demons are forest gods corrupted and covered with the snake/worm things. May still apply though, since the things almost seem to compose the body of the demons
• In chapter 24 of Franken Fran, The Wandering Jew shows up. Despite being immortal, his original body except for his skeletal structure has long since rotted away. His curse of immortality solved the problem by constantly summoning insects to replace his body. He's essentially an undying skeleton with bugs for muscles and organs. Amazingly enough, this chapter actually has a happy ending for the poor guy.
• Zazie the Beast from the manga version of Trigun.
  • In a metaphysical sense, yes, Zazie is 'the worm who walks,' but both of its bodies are perfectly normal humans. Zazie's mind is made of insects—it's the currect interactive hub for a Hive Mind of the native sandworms.
• Benisato in Ninja Scroll does have a normal body, but she can use a writhing mass of snakes to hide or fight with.
• Dokubachi in GetBackers is the Bee that Walks (and flies and philosophizes and uses ki attacks . . .) whose body is a bizarre, super-specialized honey comb that gives him all manner of bee-related abilities. Unusually for this trope, though, his final form looks completely human.
• Borgir Bor from the Bastard!! anime/manga series.
• Gambon's mooks in Hokuto no Ken 2 have speciality called the Centipede Fighting, where they hop on each others shoulder to form, well, centipedes.
• Berserk the Godhand do not have bodies that exist in the material realm, so when they want to effect things they need to take pre-existing materials to make bodies from: Slan once made a body from troll guts and Conrad made one from a mass of rats.

Comic Books

• In The Savage Dragon comic, one of the supervillains is Horde, a body possessed by worms. It's later revealed that this is the wizard Fon~Ti (who granted Mighty Man his powers) who was taken over by one of Mighty Man's enemies, the Wicked Worm.
• In one of his earlier adventures, John Constantine, Hellblazer fights the hunger demon, Mnemoth, who manifests as a swarm of flies forming the shape of a giant fly. A similar creature, shaped like a man, appeared in The Movie, but was not identified by name.
• The one-shot Spider-Man villain The Thousand was made of an army of spiders that jumped from body to body.
  • So was Ms. Arrow, "The Other."
• She-Hulk also fought a similar villain, Cockroaches!
  • And there's the Marvel character "The Bride of Nine Spiders", who, when she lifts up her Stripperiffic outfit, reveals a mass of rotted, webbed flesh swarming with spiders that she can use to attack her enemies. Marvel loves their worms that walk.
  • And The Swarm, a Nazi scientist made of bees.
• The Birds of Prey foe Entity was a nanobot swarm that consumed an industrial spy and maintained his basic humanoid shape.
• This was the first enemy of Vicki Montesi and the rest of the Darkhold.
• Daniel X: Alien Hunter - Played straight with Number 7, a human-alien being made up of a colony of ants. Not only was he partially responsible for the deaths of reality warper hero, Daniel X's, family, he also is the grandmaster of an interplanetary game where alien hunters kill innocent aliens for sport, resulting in the extinction of a peaceful, furry species whose culture is based on color. The utter subversion comes from Kilgore, who happens to be Number 7's "son". Much to his "father's" chagrin, Kilgore is a sweet, loving, trusting, and very geeky alien who becomes fast friends with Daniel X. When he "dies" by being reabsorbed back into his father, this unleashes Daniel X's berserk button, and he kills Number 7 by releasing a potion that disrupts the pheremone bonds the ants use to communicate in his body.
• Bone: The Hooded One turned out to be a woman who was cut in half then had her body put put back and held together by the Lord of the Locust's insects.
• The second X-Force once met a "spectre of death" who looked like a giant monster made up of worms and maggots, with some skulls and bones thrown in as well.
• The Purple Ants in Jon Lewis's True Swamp kill a man and use his skeleton as a framework to become one of these.

Film

• The Nightmare Before Christmas: Oogie Boogie, the only inhabitant of Halloweentown who is outright evil instead of just playfully scary, is made of sackcloth sewn together over thousands of bugs (and one snake!).
  • My bugs! My bugs! My bugs...
• Corpse Bride has Emily dissolve into butterflies by the film's end. Strangely for this trope, this is a very good thing.
• The Ra'azac in the movie version of Eragon are composed of a variety of vermin and one eyeball.
• A character in the film Prince of Darkness delivers an unpleasant message to the protagonists before literally falling apart and collapsing into a heap of large black beetles.
• After being released from her bonds in Pirates of the Caribbean: At World's End, the sea goddess Calypso grows to about 30 feet tall then dissolves in a shower of crabs, to escape into the ocean and set the mood (confusion) for the final battle.
• In Constantine, the titular character is attacked by a demon made entirely out of various bugs (and at least 1 crab). Even its face, with nose and mouth and eyes. In a bit of hilarity, it's killed by being run over and splattered all over a car. Let's hope that driver has good windshield wipers...
• When the Candyman opens his coat, he's revealed to be little more than a skeleton wreathed in the many thousands of bees that killed him.
• Played in a hilarious fashion in the Disney sequel, Halloweentown: Kalabar's Revenge. Sophie and Dylan realize that Alex, believed to be Carl's father, is in fact a golem created from the villain Kalabar to distract Gwen. The golem (wearing a frog costume) eats a fly Sophie conjures with her magic, breaking the illusion. An angry Gwen then blasts him with magic, turning him back into a pile of frogs.
• Destroyah is a truly massive example, although as its component creatures are microbes, it appears solid to the naked eye.
• In the live-action modern version of The Sorcerer's Apprentice (with Nicolas Cage as the sorcerer no less!), the villain, Maxim Horvath, first appears as a swarm of cockroaches scurrying out of a matryoshka doll and assembling themselves into a human figure, complete with clothes.
• In Fright Night Part II the undead . . . thing . . . Bozworth spends most of the film catching, identifying and then ingesting insects. When finally killed, he bursts open to reveal he's pretty much skin, skeleton, and lots of squirming little bugs.
• Aladdin and the Return of Jafar has a variant, where the Genie and Abu's picnic is attacked by a swarm that spiders that pile together before turning back into Jafar. The bugs weren't his true form, however—apparently he just wanted to freak them out.
• Inverted in The Human Centipede. There, you have a large borderline insectoid made up of three humans.
• The Syfy film The Bone Snatcher has a swarm of demonic ants that achieve a rudimentary humanoid form using the bones of people they've eaten. It's... actually kind of cool.
• Played for Laughs in Finding Nemo with the school of fish that forms itself into various shapes. Here it is.
• This Kollywood film, starts out as your standard Terminator robot with Matrix effects, then becomes a macro-nanobot snake made of guys
• Reedman from Transformers: Revenge of the Fallen actually transforms from thousands of tiny sphere-like Decepticons (described by the TFWiki as "Bakugan balls") puked up by Ravage.
• In Peter Jckson's The Lord of the Rings: The Fellowship of The Ring, the Ringwraith that searches for the four hobbits after they leave the Shire and hide in a small cave beside the forest road is (probably) not made from worms, but worms, maggots, spiders and other unpleasant things crawl from his robes.

Gamebook

• In Book 14 of Lone Wolf, one boss is an armored, fire-breathing, demonic monkey. After it is killed, its corpse turns into a swarm of man-eating insects for you to contend with.
  • Notably, the insects are an illusion. At that point, Lone Wolf has achieved a level of mental discipline that allows him to simply ignore them.

Literature

• The Nesk from Animorphs are ants that form themselves into larger bodies, as per this trope. Given that the same book includes a Historical In-Joke about broccoli being introduced from an alien world, it's entirely possible that normal ants on planet Earth are the descendants of the alien Nesk.
  • This is, in fact, Word of God. Kinda puts the fact that ants were the morph that terrified the protagonists more than any others in a new light, eh?
  • Also the Valeek in the first Megamorphs book was a tornado made out of alien bugs.
• Inverted in Clive Barker's In The Hills, The Cities, in which tremendous walking figures are constructed out of people.
  • And of course things go horribly wrong, oh God do things go horribly wrong...
  • To put this in perspective, the constructed being's "teeth" is made from babies.
• In Jim Butcher's Small Favor, while the shapeshifted form of Tessa isn't actually made of bugs, she is a giant preying mantis with little praying mantises instead of blood that fly out when she gets shot.
• The flying nanobot swarms in the Michael Crichton novel Prey act like a computerized version of these - they even eat carrion, as per standard maggot behavior. As their intelligence develops through the course of the book, they learn to mimic human shapes, colors, and eventually speech.
  • Turns into full body horror, when the main character discovers that the swarm has enveloped and taken over his wife. However, using an electro-magnet, the swarm dispell from the body, revealing his real wife (now a shriveled skeleton) who is still alive. She is able to relay her last words before the device breaks and the nanobots overtake her body again.
• Ygramul the Many of The Neverending Story by Michael Ende, is a gestalt collective of toxic flying... "things" that clumps together in whatever arrangement suits their purpose best, from a giant spider-thing to a massive disembodied hand. Her deadly poison grants the dying victim the ability to teleport.
• Some D'ivers shapeshifters from Steven Erikson's Malazan Book of the Fallen. For example, Gryllen (turns into a huge swarm of rats) and Mogora (turns into lots of spiders).
• In Good Omens by Neil Gaiman and Terry Pratchett, the demon Hastur bursts out of a phone line as a massive wave of maggots and eats a roomful of telemarketers.
  • They got better.
  • Also in Good Omens, Crowley scared the pants off a guy with a form that basically overloaded his brain. Aziraphale thought the maggots were a bit much, but that's angels for you; never appreciate a good maggot form.
• In Neil Gaiman's Coraline, Mr. Bobo is a trainer of mice. In the Other Mother's world, The Other Bobo is a being made of rats.
  • In The Film of the Book, the Other Bobinsky ends up turning into this as Glamour Failure sets in:

Coraline: You're just a copy she made of the real Mr. B. The Other Bobinsky: Not even that, anymore...

• In The Green Brain by Frank Herbert, humanity has reduced nature to just a few zones in the Brazilian rainforest. Nature fights back by evolving a race of bugs that can, in large quantities, imitate human beings. The story opens with one such Worm That Walks managing to con its way past the border guards so that it can enter and attempt to infest a clean zone.
• The herald of the God of the Lost in Stephen King's The Girl Who Loved Tom Gordon, composed of innumerable yellow insects endlessly crawling over a yellowing, decayed human skeleton.
• Played straight in Dean Koontz's Seize the Night, by the...things... that came back through the egg room in Hodgson's suit. They may have come from an Alternate Universe, or from the future via Time Travel, neither of which is a comforting thought.
• Inside Straight, the latest novel in the Wild Cards series, features a rare heroic version of this trope, one Jonathan Hive. He appears utterly human until he disperses into a cloud of bright green wasplike motes; he can also detach as few as one at a time, and even tends to have a few wandering about misplaced.
• While not a villain, China Mieville's Un Lun Dun contains a passing reference to a man made of bees arguing with a bear.
  • He also gives us the 'throng-bear', an unintelligent variant from Iron Council.
  • Don't forget Skool, who is a bunch of fish inside a wetsuit. He's also a rare heroic version of this.
• In Terry Pratchett's Discworld, a vampire can only change into a single bat if they've been feeding on human blood, since it takes great magical power to change one's bodymass in the setting. Belonging to the teetotaller Black Ribboners, Sally in Thud has to retain her original bodymass by turning into a swarm of bats instead.
  • Also in a Discworld book (A Hat Full of Sky), young witch Tiffany dances with a human-shaped swarm of bees. This swarm is perfectly benign though, and it is considered a promising sign that Tiffany, unlike most people, isn't afraid of them.
  • A more comical example from A Hat Full of Sky, reappearing in the subsequent book Wintersmith, is the Nac Mac Feegles disguising themselves as a human (singular) by stacking themselves up inside several stolen items of clothing.
  • Borrowing a swarm of bees is a Crowning Moment of Awesome for Granny Weatherwax in Lords and Ladies.
  • A minor version of this occurs in the character of Hex in the Unseen University... a 'computer' controlled by the ant colony living inside it... a similar type of machine can be seen in the Glooper in "Making Money", although that one is controlled by water and tides and the economy...
• The Vermiform in Steph Swainston's Castle Circle series is one of these.
• An assassination attempt in Mordant's Need by Stephen Donaldson features human skins full-to-bursting with cockroach-like insects that puppet the skins and then break out of their husks in order to devour their new victims.
• One common interpretation of the ending of H.P. Lovecraft's "The Festival." (It says a great deal about Lovecraft's "issues" that this is explicitly a Christmas story.)

Wisely did Ibn Schacabao say, that happy is the tomb where no wizard hath lain, and happy the town at night whose wizards are all ashes. For it is of old rumour that the soul of the devil-bought hastes not from his charnel clay, but fats and instructs the very worm that gnaws; till out of corruption horrid life springs, and the dull scavengers of earth wax crafty to vex it and swell monstrous to plague it. Great holes secretly are digged where earth's pores ought to suffice, and things have learnt to walk that ought to crawl.

• • Though it could merely refer to a decomposing undead corpse infested - and possibly controlled by - maggots, or perhaps a single huge worm. We'll never know.
• One of the heroes of the grail in Eric Nylund's A Game of Universe is a colony of insects which walks around in humanoid form, relatively.
• In The Talismans of Shannara, Walker Boh is attacked by The Four Horsemen of the Apocalypse (well, actually monsters who have taken the form of The Four Horsemen of the Apocalypse). While Famine, War and Death are humanoids, Pestilence is just a swarm of infection-spreading insects moving about in a vaguely humanoid shape.
• The Felix Castor series features loup-garous, human ghosts that manage to force their way into animal bodies and reshape them into human flesh. The first novel has Felix facing down a crime boss's pet were; when he manages to exorcise the ghost steering the body, it collapses into a swarm of rats. Even Felix is freaked out.
• A benign example from a children's book featured fish being eaten by a larger fish. They formed their school into the shape of an even bigger fish and chased it off.
• The Ravnica cycle of Magic: The Gathering novels feature the Lupul, a shapeshifter. Its true form is a writhing mass of worms that devours people in order to steal their forms.
• In Hex and the City, a powerful demon takes the form of a huge swarm of biting flies.
• Kingdoms Of Light features Khaxan Munderucu, an incredibly powerful giant evil spellcaster. He's really twenty-two goblin mages in a giant Totem Pole Trench, all combining their magic.
• In H.P. Lovecraft's The Dunwich Horror, the invisible monster, while made visible for enough time to make a hapless witness go mad with fear, is made up entirely from either worms, or, as the character puts it, "squirmin' ropes" or "sep'rit wrigglin' ropes pushed clost together", all of slime or jelly.
• In Niven and Barnes' The Barsoom Project, the sins of humanity make an appearance in the Fimbulwinter Game as a swarm of monstrous insect-like vermin, which assemble themselves into four giant humanoid figures to put Humanity on Trial.

Live Action TV

• Norman Pfister from the Buffy the Vampire Slayer episodes "What's My Line, Part One" and "What's My Line, Part Two." He's a group of maggots that can appear like a man (but not for very long, as he starts to go all Uncanny Valley). Xander and Cordelia manage to kill him with a bucket of glue.
• Reaper had an episode with a woman made of bugs.
• In the third Lexx movie, "Eating Patterns", the crew of the Lexx stumble onto an isolated colony of scavengers who are infested with wormlike parasites. The Queen Worm, which is roughly the size of a Sea Monster, creates fake people to act as its eyes and ears on the rest of the colony.
• One scene in Disney's Mars and Beyond shows a pursuing alien transforming from a swarm of insects while chasing a secretary.
• Doctor Who has the Vashta Nerada, which are normally a mass of tiny... things that live in the shadows and devour meat. If they get inside a person's sealed spacesuit, though, the person will be devoured to the bone, and the Vashta Nerada will animate the spacesuit.
• Power Rangers has done this to spice up the Monster of the Week. In Power Rangers in Space, thousands of all-devouring monster termites could come together to make a monster, who was pretty hard to damage because hitting him just knocked loose a few of the pests. Also, Craterites - holo-Mooks used in training simulations - came to life and terrorized town (and it wasn't the usual villains' doing.) Eventually, they came together to make a humanoid mishmosh of themselves that was Humongous Mecha scale.
• In Andromeda, a guest turned out to be composed of nanobots.
• In Smallville, Clark Kent battles a Spider-Man-esque villain named Greg Arkin in episode 2. When Greg gets crushed by falling debris, his body breaks up into dozens of beetles.

Music Videos

• The Music Video for "The Beeching Report" by iLiKETRAiNS features a colony of insects taking on human form and battling Dr. Beeching himself. The trope is then subverted in that Beeching is unafraid of the colony (which represents railway workers laid off because of the Beeching axe) and simply crushes the insects.
• The music video for Rammstein's Links 2-3-4 has a horde of giant insects coming to destroy some ants. The ants then eat the giant insects, and then dance on their corpses'.'.

Myths & Religion

• Partial example: Azhi Dahaka, a three-headed dragon associated with the Zoroastrian apocalypse, has scorpions instead of blood.

Real Life

• While they can't construct a bipedal form and go for a walk ...yet, South American army ants regularly form nests and bridges from their own massed bodies.
• Blister Beetle Grubs form themselves into the shape of the female of a certain species of bee, in order to lure it into trying to mate with the bee-of-worms, which secretes pheromones to help the process along ("Hey, that doesn't look like a bee and * sniff sniff* Oh Baby..."). Then they cling to the male, transfer to the female when Real Bee-boinking goes on, all to hitch a ride to the female's nest, which is full of tender bee larvae...
• The Portuguese Man o' War looks like a floating jellyfish, but is in fact a colony of countless tiny animal-like organisms known as zooids. Its tentacles can grow to twenty metres in length (ten is average) with a sting that can be very painful. Definitely not something you want to get tangled up with, especially since Portuguese Men o' War are most commonly found in large groups.
• Slime molds, are essentially single-celled organisms that every now and again come together to form composite creatures, up to roughly 30 cm x 20 cm in extreme cases.
• Animal costumes that require multiple people, the most famous examples being 2-person horse costumes and Chinese New Year dragons.
• Evolutionary biologists believe that multicellular organisms are descended from single-celled organisms that formed 3-D colonies.
  • Likewise, eukaryotic cells probably arose when some oxygen-utilizing eubacteria set up housekeeping inside of anaerobic archaean bacteria, creating composite protists and fungi. When cyanobacteria joined the party, we got algae and (eventually) plants.
    • More in the now, multicellular life (Yes, including you.) tends to host multitudes of bacteria and other single cell-organisms to mutual benefit.

Tabletop Games

• It's technically "the swarm of frog fetuses that crawls", but Mortasheen's Ovulooge fits here like a glove. For a more traditional example (even though they don't quite look the part) are the Wormbrains. In their case the creature itself is merely a (Usually formerly human) meat puppet for the billions of parasitic worms living inside of it.
• The Trope Namer is the D20 version of Call of Cthulhu (tabletop game). It appears in the original Chaosium version, in the supplement Shadows of Yog-Sothoth (1982), but was called "the Crawling One."
  • It was based on a creature that appeared in the Lovecraft story "The Festival":

"[H]appy is the tomb where no wizard hath lain, and happy the town at night whose wizards are all ashes. For…the soul of the devil-bought hastes not from his charnel clay, but fats and instructs the very worm that gnaws; till out of corruption horrid life springs, and the dull scavengers of earth wax crafty to vex it and swell monstrous to plague it. Great holes secretly are digged where earth’s pores ought to suffice, and things have learnt to walk that ought to crawl."

• • • Although it is unclear from the story whether such thing is an example of this trope or one human-sized maggot.
  • An undead human corpse infested by maggots is also a possibility, since the verse is presumably supposed to refer to the long-dead ancestor of the protagonist who escorts him to the rite under Kingsport.
• Dungeons & Dragons
  • Ravenloft got Maggot Golem. Every bit as gross as this sounds - its body consists of flies, eggs and maggots held together with magic and usually is created from a maggot-infested corpse.
  • In the Epic Level Handbook, and Pathfinder Bestiary (part II), there is a monster called "Worm That Walks", a dead spellcaster that has become the Hive Mind for an army of worms - gaining insect-related powers and a great deal of additional resilience. Usually it's the evil ones that choose this method of life after death.
  • Players can actually turn themselves into a Worm That Walks, although it carries a chance of failing and just leaving them as a rotting corpse.
    • As the chance of success is the number of spells the player has memorized as a percentage, savvy players elect to use Rary's Mnemonic Enhancer, usually a Useless Useful Spell that lets them trade out each of their better spells for six useless cantrips to get over 100% chance of success.
  • 3.5 also, in its Elder Evils sourcebook, featured a unique Worm That Walks, a really big one: Kyuss, the evil god of "green leeches worms that eat you from the inside out, then turn you into a super-powerful zombie under their control." And he is made of those worms. There is also a whole 20-levels long campaign outline in that book called Age of Worms. Guess who's the Big Bad Boss of that one.
    • Said campaign was published in its entirety in Dungeon magazine before Elder Evils came out. It's awesome.
  • Also in the 3.5 Monster Manual, the Leechwalker. A bloated bipedal monster made of millions of leeches that have formed a hive mind. And it can drain a person of all their blood in seconds.
  • What's worse than a druid who can turn into a giant bear and eat you? A druid who can turn into a swarm of 10,000 flesh-eating scarabs and eat you. Plus as a druid with the swarm ability you gain heavy resistance to melee and basic ranged attacks. Worse, there are some feats and magic items that turn you into a magic, resistant-to-all-damage walking colony of flesh-eating insects.
  • The Worm That Walks shows up again in 4th Edition as the "Larva Mage." Not quite as evocative...
    • The Larva Mage has some cousins, too. The Larva Assassin is the soul of a Psycho for Hire given form through a swarm of hornets and centipedes. Larva Snipers were Cold Snipers (or at least sadistic marksmen) in life, now an undead composed of wasps. Larva War Masters were General Rippers, Blood Knights and similar depraved, insane warriors in life, their souls called back and thrust into undeath as the Hive Mind of a swarm of carnivorous beetles.
    • And Kyuss himself is back.
  • The Lamia from 4th Edition Dungeons & Dragons is an evil fey creature which is a seething swarm of scarab beetles wrapped around the flesh-stripped bones of a powerful fey creature. Many lamias take the form of eladrin that they've hollowed out this way.
  • The great-granddaddy of all these D&D Worms That Walk was the cifal, a rather forgettable colonial-insect monster from the 1E Fiend Folio.
    • Whom they just dumped into the recent version of Gamma World, along with all the other effed-up D&D monsters
  • A rare Good-aligned version appears in, of all places, the Eldritch Abomination-filled Lords of Madness 3.5 sourcebook, with the silthilar—sentient swarms with just a touch of the Mad Scientist when they fuse into their solid form.
  • Roach thralls in D20 Modern.
  • Yet another version from 3.5, in the Exemplars of Evil book (for designing villains) is the former archmage of the Tolstoff family who researched the deceased god the Worm That Walks, learned evil spells, acquired foul magic items, and made pacts with dark entities. Eventually the deity noticed him and "rewarded" him with its filthy blessing, an attack of ravenous worms and maggots that ate his physical body but which absorbed his soul. Sealed in a vault within the catacombs beneath the mansion by his horrified daughter, he then proceeds to whisper and corrupt his grandchildren into evil servants who will stop at nothing to free him from his tomb.
• Werewolf: The Apocalypse includes the Ananasi, werespiders who, in their animal form, turn into their weight in spiders. Since they can eventually regenerate their entire bodies from even one of those spiders, it makes for a great escape technique.
  • Also in Werewolf are the Hollow Men, a breed of fomori (humans under the thrall of Demonic Possession). The Hollow Men specifically are humans who were killed and whose bodies were mostly emptied out (hence the name), the insides replaced by a swarm of small animals controlled by the demonic spirit in question. Doesn't have to be insects/arachnids; reptiles and rodents are also popular choices. They're capable of speech and can try to pass themselves off as fully human, but generally, even other fomori find them creepy as hell.
  • The Azlu in Werewolf: The Forsaken are spirit-like creatures that can do something similar. In their case, only one of the spiders is really "them", so they escape by using the weight of numbers - the odds of the real one getting killed are incredibly small. The Beshilu of the same game were similar. They were rats, not bugs, but could hollow out human bodies and control them like the Fomori mentioned above.
• One of the kinds of monsters in Little Fears is worms. They gather into groups and mimic the forms of children. The problem is that they can't mimic eyes, so they have to actually kill children and steal their eyes to pull it off convincingly.
• The Slaught from the Warhammer 40,000 RPG Dark Heresy are an ENTIRE RACE of these. The trope is even mentioned by name.

"The worm that walks has come for us all" Found carved into a bulkhead, Watchpost Hazeroth/Sentry 17. All hands lost, attacker unknown. 123.M40

• The Mutants and Masterminds setting Freedom City features a villain called The Collective, which follows this trope. As every other character in that entire setting, he is a Captain Ersatz of an existing comic book character. Probably Marvel's Swarm (see comic section above)
• Wyld mutants with the "Hive" abomination in Exalted. One rank in "hive" and they have a beehive or snake nest somewhere on their bodies. Two ranks in "Hive" and the nest expands to include the rest of them.
• Worm Wraiths in Rifts New West are evil Cowboy Worms That Walk. Also invoked by the Horseman Pestilence, which is actually a giant walking skeleton covered in bugs instead of flesh and skin.
• In Eclipse Phase one of the many Synth bodies resembles a swarm of robotic bees. They can move as a regular swarm, or combine into a roughly human-shaped mass. They're also fully playable, and far more affordable then those based around Organic Technology.
• One of the possible character origins in Gamma World. Depending on your primary origin and your secondary origin, you could be anything from a horde of cockroaches, to a mass of nanomachines, to a horde of sentient, hive-minded kittens.
• Magic: The Gathering has Mindleech Mass from the Ravnica: City of Guilds expansion. It's hard to see the individual leeches at card size, but when you look closer...
• Warhammer Fantasy had one introduced in the new Tomb Kings warbook. A prince who murdered his family, and was executed by being sealed into a coffin filled with Neheakaran Scarabs. His body was reduced to his skull, upon which a cursing rune was carved. In the Netherworld, he made a deal with the God of Death. He promised to bring him someone who was his equal to take his place. His soul was given command over the scarabs who ate him alive, and he scours the world for his equal. But, no two souls are truly equal, and he is damned to wander the world forever.
• The D20 campaign book Grimm gave us this trope in the form of Rapunzel. Yes, that Rapunzel. Only this time around, her prince has passed away, her children are grown and she had nothing to do but return to the tower where she lived out the rest of her days. The tower, though, had developed intelligence and gotten lonely in her long absence and took measures to keep her there even after she died. Namely, having her corpse infested with a swarm of spiders that will kill and eat any who climb her hair to the tower. Keep in mind that the rules of the game are built specifically around children and boys are particularly drawn to the silky locks that still hang out the window.
  • She's also one of the sample NPCs that made the transition when the game was converted to its own rules system.
• Scarred Lands: One of the monsters described in the "Creature Collection II: Dark Menagerie" are vermin hosts, former human vagrants who were cursed by one of the evil gods who was angry that they happened to pray to another god other than him to let them live another day in their dismal squalor. From this Disproportionate Retribution he had various vermin (rats, roaches, leeches, spiders) burrow into their skin, giving them Cursed with Awesome powers as they are able to use their new abilities to control their own swarm of vermin, turn into giant anthropomorphic versions of those vermin, and disintegrate into swarms to help escape enemies or commit espionage (which the spider vermin hosts do most of the time). As a side note, they're able to reproduce The Virus style by allowing one of their vermin to infect a person, whose whispers of power and whatnot usually cause them to accept them thereby summoning a larger swarm of that vermin which turns them into new vermin hosts while inheriting some of the memories of the previous ones. This is also Squick because, mind you, the vermin are always moving under the host's skin to find more comfortable areas to rest. Remember one of those vermin are large rats!
• Earthdawn 1st edition lists a magic spell called Wormskull that makes the caster's head appear as a skull made from worms, supposedly to impress and scare people.

Toys

• Technically, Zaktan from Bionicle. When his old boss tried to vaporize him, he was somehow able to pull himself back together as microscopic "protodites". In this new, permanent state, Zaktan can easily avoid attacks by turning into an insect swarm; change the shape of body parts; heal damage by filling the gaps with Protodites; and engulf a foe in an attack that must feel like getting hit with thousands of needles. Zaktan himself calls it a curse however, as his voice now sounds like a crowd speaking; and whenever he wakes up he can feel his body shifting "where there once were tissue and solid metal".
  • A heroic version shows up in the Legend Reborn movie. Team Pet Click (a beetle) summons and teams up with a swarm of fellow beetles to form a giant warrior that makes the evil army figuratively mess their pants.

Video Games

• The Leech Man from Resident Evil is a corpse controlled by many leeches (which have been mutated by the T-virus) attached to him.
  • The series also has enemies known as " Marcus clones" or "Leech Zombies". These are swarms of mutated leeches which take on the shape of their creator.
  • This also shows up in Resident Evil 5 to a lesser extent. Excella and at least two men become worm-people for a few moments... then they just go straight to being masses of worms.
• Ananzi, from The Black Heart, is not quite one, but with the ease she produces spiderlings out of nowhere, she comes close.
• The Guy Made Of Bees from the Kingdom of Loathing, which is exactly what it sounds like.
  • When you beat him, he drops a Guy Made Of Bee Pollen.
    • You can also pickpocket a handful of... them.
• Darkstalkers succubi/incubi make their clothes out of souls, which manifest as bats. They can occasionally turn themselves into bats, as well.
• The Big Bad of Sam And Max: Season 1, magician Hugh Bliss, turned out to have been a human-shaped sentient colony of bacteria in disguise.
• Beelzebub in La-Mulana alternates between being a swarm of flies, being more-or-less normal humanoid, and being one giant fly.
• The Hunter in the Halo series is composed of hundreds of orange-red worms called Lekgolo. Plated armor protects these worms from conventional weapons and a high-powered energy beam of doom deals with the player character. Somewhat unusual in that unlike most examples on this page, the Hunters are simply Punch Clock Villain-Starfish Aliens, who are not especially malicious or sinister beyond being really good at killing you.
  • In fact, when the Covenant breaks, many of the Hunters side with the Elites, which means they become human-friendly. Since the individual worms aren't advanced life forms in the same way humans and the other members of the Covenant are, they're also immune to infection from the Flood.
  • It may be worth noting that the Scarab walkers in Halo 3 are partially comprised of a whole bunch of those orange worms. The manual for Halo: Reach implies that they are not so much true vehicles as massive suits of Powered Armor for the worms.
    • Heck, in the level "The Covenant", one of the two Scarabs that drop from orbit rears up and roars.
  • Once the colony grows large enough, it also splits into two seperate Hunters. Cue Back-to-Back Badasses, and a Roaring Rampage of Revenge if one of them dies within sight/hearing of the other. They're actually fairly intelligent and even without armour they were enough of a match for the Elites that the Covenant had to orbitally bombard them to get them to fall in line.
• The boss of the Nostalgia Level in Castlevania: Dawn of Sorrow is Bat Company, a pack of red bats that assumes various forms as one. Dracula himself is often shown moving around as a pack of bats.
  • Also the reoccurring Boss Legion is a giant Sphere of Zombies covering a giant monster.
• Arakune from BlazBlue fits this trope faithfully. What makes him horrifying is that he used to be human before a hideous accident, and his current form is very much a case of And I Must Scream.
• Beelzebub from both versions of the Mega Ten games Raidou Kuzonoha is a massive fly concocted from a swarm of other flies. And incidentally, one of the best demon summons in the second game.
• Death Adder in the arcade version of Golden Axe merges together from maggots in a pile of corpses. Eeeuuugh.
  • Actually, according to the CD version of Golden Ax Death Adder is an amalgam of hundreds of snakes.
• Zouken Matou from Fate/stay night will turn into The Worm That Walks whenever his current body is destroyed or worn out, after which he'll use the worms to attack someone and rebuild himself a new body from their flesh.
• All the enemies from the Subspace in the Subspace Emissary mode for Super Smash Bros.: Brawl are constructed of "shadow bugs" extracted from Mr. Game & Watch.
• The Pain from Metal Gear Solid 3. While the real one is not composed of bees, he is able to control bees by having them sting him until the bees think that he is one of them. To make matters worse, he grows, within him, Bullet Bees. These ones fly to your body and gnaw at your flesh slowly. And yes, I did say he grows it within his body, and he launches it from his mouth. Oh, and to keep this true like the trope, he can make his bees do an impersonation of himself by making, yes, a human sized clone made of bees.
• The Legend of Zelda: Twilight Princess:
  • The mini-boss Deathsword (who, as the name suggests, appears to be a lich wielding a large sword) of Arbiter's Grounds disintegrates into a massive swarm of scarabs after being defeated.
  • Armogohma, a truly spectacular and terrifying Giant Spider. After you beat her the first time, she disintegrates into an eye with legs and a swarm of smaller spiders, which you have to fight off while going for the eye.
  • In the spinoff Link's Crossbow Training, the Dark Nut miniboss at the end of level 8 breaks apart into a swarm of Keese when his body is damaged.
• The very first boss of Metroid: Other M is a swarm of purple bugs that form a body around a larger bug that makes up the eye.
• Atticus Thorn, the Big Bad of The Haunted Mansion video game.
• The Ultimate form of the Shape Shifter mage subclass in Dragon Age is a swarm of bees. Taking a master level in Shapeshifter turns them into parasitic insects.
• In Ys I and II and Ys Origin, Vagullion is a demon composed of a swarm of bats.
• Dark Cloud 2 (Dark Chronicle) had the Rainbow Butterfly boss that split into different-coloured butterflies the PC had to sneak up on and swat to death.
• In a more spiritual way, Ermac from Mortal Kombat is this. He is the gathering of souls lost during Outworld's various wars, brought together to serve Shao Khan. As a result, Ermac never uses singular self-referential pronouns such as "I" or "me", instead opting for "us" or "we", in a sense allowing his body to speak on behalf of all the souls that he carries.

Web Comics

• This Weregeek strip.
• While it isn't entirely clear, one of the Big Bad's lackeys in Dead of Summer may be one of these. He summons a swarm of insects seemingly out of nowhere (the art suggests they either come from around him or inside him) to attack Commander. He's swarmed and bitten so much his movements are slowed, and he screams that they're eating him alive.
• Gavotte, the head of theSkin Horse department, is a sentient swarm of bees. She (?) is surprisingly congenial and enjoys having a cup of tea with her employees, but they're often somewhat unnerved by the disembodied voice and the offers of free honey.

Web Original

• A swarm of tiny insect-like aliens able to infest humans and walk around in their skin makes up the first Cosmic Horror in the novel/webnovel John Dies at the End, with the novel's characteristic sense of tact. "Just call me 'Shitload.' Because there’s a shitload of us in here." (A clever Shout-Out to Mark 5:9, we might add.)
  • Later, the narrator's Hyundai gets carjacked by a human-shaped pile of cockroaches.
• This is one theory behind what exactly Ace of Ruby Quest is.
• One article in The Onion is written by a pile of cockroaches pretending to be a human exterminator. The cockroachman attempts to convince people through the article it is writing to let cockroaches everywhere live and run free, but is unable to think of a compelling reason why. It also laments that it knows that After the End, cockroaches will rule the post-apocalyptic wasteland, but doesn't know when that will happen.
• Orion's Arm has the Mucoid Empire. Living in Cyberspace and alien species of worm that can form hiveminds and superorganisms.
• In Worm, the protagonist, who has the power to control insects, surrounds herself with bugs to intimidate her opponents into thinking she has transformed into a giant human-shaped swarm, and makes the insects around her buzz and chirp whenever she talks to complete the illusion of a giant humanoid insect swarm.

Western Animation

• In Avatar: The Last Airbender, the heroes meet a huge swamp monster that consists entirely of vines. Unusually for this trope, however, there's a guy inside, controlling the vines by bending the water in them.
• A minor Static Shock foe was either a giant insect who could dissolve into a swarm of tiny copies of himself, or a swarm of insects fond of forming into a giant copy of themselves.
• The Powerpuff Girls once fought a bug-themed villain called the Roach Coach, who gathered all Townsville's cockroaches into a single giant warbug.
  • The Roach Coach himself while not exactly a Worm That Walks, is nevertheless a bug in a Mobile Suit Human
  • In the Nanobots episode, the bots coalesce into a Monobot.
• In Invader Zim a bunch of baby-like aliens combine into a giant bipedal monster.

"FORM GIGANTO-BABY!"

• In Re Boot, we have Nulzilla. We also have Enzo and Dot's father, who can regain a bipedal form and his ability to speak by making a human sprite-sized body of nulls, with the null that used to be him as the head.
• Codename: Kids Next Door had a villainous Crazy Cat Lady who surrounded herself with her thousands of cats and basically made a cat-shaped Humongous Mecha out of them.
• In Max Steel, the villain Bio Constrictor was made of dozens of snakes.
• An episode of Drawn Together had Vietnamese sweatshop workers assemble into a bipedal robot, anime-transform-sequence style to attack Spanky Ham.
• Similarly to the above example, in an episode of Family Guy an angry mob of wheelchair users joined together to form "Crippletron".
• In The Adventures of Jimmy Neutron, Jimmy meets some ridiculously cute aliens who hate good music and love bad music. Whenever they hear good music, they morph into nasty little goblin creatures. If they hear more good music, they fuse together into one huge alien monster.
• There's an episode of Timon and Pumbaa where Timon pays this guy to help Pumbaa. After everything he tried didn't work, he came back to the guy to get his money back, but the guy turned out to be a swarm of locusts.
• In an episode of Goof Troop, Pete gets turned into a fly and is forced to train with other flies. Pete's family gets him back to change him back, but before they do, the whole swarm of flies comes to the door wearing a trench coat to attempt to steal Pete back.
• One episode of Mucha Lucha was about Ricochet, Buena Girl, and the Flea confronting a giant spider-themed wrestler named Black Widower, who has been beating several insect-themed wrestlers all over town, and is threatening to do the same to the Flea. At the end of the episode, the Black Widower is defeated, and as a result his costume comes off to reveal... ...the aforementioned insect wrestlers.

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