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The Worm That Walks
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.

Villains like this aren't always the most lethal, but are often very hard to hurt. Trying to punch one is like trying to punch water (only far more disgusting). In some cases, they are almost impossible to kill, because if even one of the creatures that makes up its body survives, there is the possibility that it will return (though it may take a while).

In real life, these are called colony organisms.

Could be considered an extreme of the Totem Pole Trench. This trope is almost always combined with Healing Factor or even From A Single Maggot. Just don't confuse him with The Worm Guy, or Earthworm Jim, or The Ghost Who Walks. See also Combining Mecha for the mechanical counterpart of this trope.


Examples:

    open/close all folders 

    Advertising 
  • An ad for The BBC had a head made of disembodied heads. People complained.
  • This Duracell Ultra commercial accidentally evokes this trope. In some of those shots, those little pink Duracell Bunnies look more like a mass of squirming maggots.
  • There's a 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.
  • Similar to Emily from Corpse Bride, an earlier ad for the Sci Fi Channel had a Lady in Red transform into a swarm of butterflies.
  • A public service announcement regarding accidentally bringing in invasive species was spoken by a man made out of various insects wearing gentlemanly clothes. He talks to the camera about his desire to spread himself elsewhere, then lifts up an arm and disperses the insects it's made of. This was intentionally played for creeps.

    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 shortly after their birth, perhaps even more disturbing than simply being composed of the insects- in short, they are basically human hives. 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 fuelled by some kind of horror propane.
    • F.F. from Part 6 is an even straighter example, being a mass of plankton that gained sentience and Stand powers, and later took up residence inside the corpse of a young woman so that she could join the heroes.
  • 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 current 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 Get Backers 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 affect things they need to take preexisting materials to make bodies from: Slan once made a body from troll guts and Conrad made one from a mass of rats.
  • Naraku from InuYasha is composed of a giant, writhing mass of youkai, most of which are a mixture of snakelike, bug-like, and slimy in nature.
  • Done in the most Squicktacular way possible in Apocalypse no Toride. When the four juvenile delinquents escape from the frenzied prison into the zombie filled streets of the city, they discover to their horror that the mountain in the middle of the street is actually a towering mound made of the rotting corpses of the undead, with a stark-naked figure sitting on the very top like a macabre throne. Then the mound starts moving.

    Comicbooks 
  • 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!
  • 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.
  • Murder in Hoax Hunters is something like this. He was an astronaut whose consciousness was split among a murder of crows when he died; the crows now share a hive mind and inhabit a space suit.

    Films — Animated 
  • 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.
  • Aladdin: 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.
  • Played for Laughs in Finding Nemo with the school of fish that forms itself into various shapes (here it is). It's funny, not scary.
  • One of the Pink Elephants from the "Pink Elephants on Parade" sequence in Dumbo is made up of multiple elephant heads piled up to form limbs and a torso, with three heads on top.

    Films — Live-Action 
  • 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 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 wind-shield 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, 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 2 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.
  • 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.
  • 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 TFWiki.net as "Bakugan balls") puked up by Ravage.
  • Critters II: The Second Course has the ever-hungry alien pests gang up into a huge mouth-covered ball that rolls over a victim and leaves a stripped skeleton behind.
  • One scene in Disney's Mars and Beyond shows a pursuing alien transforming from a swarm of insects while chasing a secretary.

    Gamebooks 
  • 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.
    • 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 clump 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 Miéville'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.
  • 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.
  • H.P. Lovecraft:
    • One common interpretation of the ending of "The Festival," though it could just as easily refer to a maggot-infested corpse, or a single huge worm.
    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.
  • 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 Swimmy by Leo Lionni 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 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.
  • This is taken Up to Eleven in the Sequel Series to The Spiderwick Chronicles, where a group of dragons have become this over the centuries as their tails have become stuck together by the filth surrounding them. The Hero defeats them by cutting apart the muck binding their tails. Since they've been used to existing as one creature for so long, they become confused after their separation and are easier for the helpful giants to defeat. These dragons were based on the legendary "Rat King" (see the section for Mythology and Religion below), and in homage to this inspiration, the third book in the Sequel Series is called The Wyrm King.
  • In The Mote in God's Eye, a bunch of "Watchmaker" Moties packed inside a spacesuit manage to briefly pass for human, with the help of a severed head.
  • The Dresden Files gives us the "rawhead" in Cold Days. It is a huge beast, made out of the discarded bones and flesh of slaughtered cattle and such, with no skin. The detailed descriptions are... horrific.
  • Vaashka and their regressed cousins Tathas in JewelsOfTheDragon.
  • Sort of in The Book of Lost Things. When the Crooked Man tears himself apart, bugs and worms fall out.
  • In Those That Wake, Man in Suit has slimy, wriggling things inside of him; it's unclear as to whether they inhabit him or if they're what he's made of, or if it's all just part of Mike's dream.
  • Star Carrier:
    • Earth Strike has the nonsentient "shadow swarmers" of Eta Boötis IV, a colony creature that separates itself into thousands of smaller creatures that resemble a cross between a leaf and a sand dollar. The smaller creatures range across hundreds of kilometers in search of food, then alert each other with ultrasound when they find some.
    • Center of Gravity introduces the H'rulka, 200-meter Living Gasbags that live in the atmospheres of hydrogen-helium gas giants. They're sapient, and their name for themselves roughly translates as "All of Us".

    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.
  • 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.
  • A Farscape episode has a colony of horrible spider-like things that can do this and impersonates one of the regular cast.

    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.

    Mythology and Religion 
  • Downplayed example: Azhi Dahaka, a three-headed dragon associated with the Zoroastrian apocalypse, has scorpions instead of blood.
  • Medieval European folklore gives us the "Rat King," a particularly nasty creation consisting of a swarm of black rats joined together at their tails by their sticky urine and feces. It's basically a big ball of vermin and filth. Some taxidermy fabrications exist, but there's no record of it ever actually being seen.

    Tabletop Games 
  • It's technically "the swarm of frog fetuses that crawls", but Mortasheen's Ovuloogefits 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.
  • Call of Cthulhu: The name first appeared in the Shadows of Yog-Sothoth adventure "The Worm That Walks" as the name of a monster that was not made out of worms. An example called "the Crawling One" appeared in the original Chaosium version, in the Shadows of Yog-Sothoth adventure "The Watchers of Easter Island".
    • 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.
  • In the Dungeons & Dragons 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 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 flavor art for the 4th edition Primal Swarm druid build depicts one such druid transforming into a bunch of cute, placid frogs, humorously enough.
    • The Worm That Walks shows up again in 4th Edition as the "Larva Mage."
      • 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. ("Cifal" is actually an acronym that stands for "Colonial Insect Formed Artificial Life".)
    • 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.
    • Third-Party publisher Dreamscarred Press has released a sourcebook called "Phrenic Scourges", who embody this trope. They're a hive-mind of worms that will be happy to convert you into fawning slave, or the next generation of worms, or both!
  • 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
    • Meanwhile, the Black Library novel Death of Antagonis contains a truly disturbing inversion, when a particularly nasty Chaos Daemon manifests itself in the form of a gigantic worm made out of the bodies of every human being on the title planet.
  • The Mutants & 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 army book. Apophas of Numas was a Nehekharan 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!
  • Earth Dawn 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.

    Videogames 
  • The Leech Man from Resident Evil Outbreak is a corpse controlled by many leeches (which have been mutated by the T-virus) attached to him.
    • The earlier game Resident Evil 0 also has enemies known as " Marcus clones" or "Leech Zombies". These are swarms of mutated leeches which cluster together into a vaguely humanoid form and can even take on the shape of their creator. They preceded and may have inspired the Leech Man.
    • 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.
      • Resident Evil 5 was originally planned to have the U-9 enemy, a gigantic Worm that Walks. At 80 foot tall, it would have been the largest enemy in the series to date had it been included in the game.
    • Resident Evil 6 has an enemy that is made up of pieces of dead flesh that join together to walk towards the play, onces shot though pieces start to fall off...but all the pieces just keep on coming for you until they decide to reform and start all over again.
  • 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 Hunters in the Halo series are 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.
    • Once the colony grows large enough, it also splits into two seperate Hunters that share a bond. They become Bash Brothers, and go out on 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 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. Case in point: In the level "The Covenant", one of the two Scarabs that drop from orbit rears up and roars.
  • 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. In Castlevania: Symphony of the Night, it periodically sheds zombies that attack independantly.
  • 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.
  • In the arcade version of Golden Axe, Death Adder merges together from hundreds of snakes feasting on a pile of corpses.
  • 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: Snake Eater. 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. Or they can become a full-sized, working, wood-and-metal Tommy gun (how exactly that works is naturally never explained).
  • 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.
  • Jalhalla in The Legend of Zelda: The Wind Waker is a giant Poe made up of twenty smaller Poes and a mask that seems to either control or coordinate them.
  • 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: Origins 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.
  • Drifloon and Drifblim in Pokémon Diamond and Pearl are collections of wayward souls fused together into a form resembling a helium balloon and a hot air balloon, respectively. In the same games, there is Spiritomb, composed of 108 malevolent human souls bound to a (non-sentient) rock. X and Y introduce Barbaracle, a humanoid mass of barnacles, although it downplays the trope a bit by being only seven creatures.
  • Scarecrow (arm), Scarecrow (leg) and Mega Scarecrow from Devil May Cry 4 are all basically burlap sacks filled with beetles with blades attached.
  • The Dividers from the Dead Space series are actually a small colony of Necromorphs that bind together into a single, human-like entity. They fall apart once enough damage has been dealt to their combined form, requiring even more ammo to put the pieces down.

    Webcomics 
  • 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 the Skin 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.
  • This Weregeek strip.

    Web Originals 
  • A swarm of tiny insect-like aliens able to infest humans and walk around in their skin makes up the first abomination 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.
  • In a non-vermin example, Linkara once fought a monster that was made up of all 52 issues of Countdown to Final Crisis.

    Western Animation 
  • 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.
  • In Avatar: The Last Airbender , the heroes meet a huge swamp monster that consists entirely of vines and a wooden mask. Unusually for this trope, however, there's a guy inside, controlling the vines by bending the water in them. And that guy is a good guy; he's just using the disguise to scare away people whom he feels are a threat to the swamp. Later on, when the Day of the Black Sun comes to pass, he comes back to aid the resistance, wearing a similar costume made from seaweed and the same mask.
  • Codename: Kids Next Door:
    • The episode, "Operation: C.A.T.S." 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 the episode, "Operation: C.A.K.E.D.-T.H.R.E.E.", an army of chicks form a giant suit of knight's armor to help Numbuh 1 defeat the Delightful Children From Down the Lane's Giant Birthday Present Robot.
  • 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 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.
  • In Invader Zim a bunch of baby-like aliens combine into a giant bipedal monster.
    "FORM GIGANTO-BABY!"
  • In Max Steel, the villain Bio Constrictor was made of dozens of snakes.
  • One episode of ˇMucha 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.
  • 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 ReBoot, 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 sprite-sized body of nulls, with the null that used to be him as the head.
  • 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.
    • That is actually an enemy of the African hero, Anansi, employed by his arch-enemy Osebo.
  • There's an episode of Timon & 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.
  • Scooby-Doo! Mystery Incorporated: The Cicada Creature from "When the Cicada Calls".
  • In Spider-Man and His Amazing Friends, the Swarm was an absolutely terrifying entity that consisted of a hive of bees that combined to create a sentient being.
  • On the Futurama episode "Benderama", Bender assembles microscopic clones of himself into one giant Bender to fight an alien giant.
  • GravityFalls:
    • In "Tourist Trapped", the gnomes first try a Totem Pole Trench, then gather together into a giant gnome. to get Mabel to be their wife.
    • The Summerween Trickster from "Summerween" is actually composed of "loser candy", all the Halloween candy that no one wants and throws away.
  • The true form of He-Man and the Masters of the Universe (2002) villain King Hiss is that of somewhere between 6 and 8 snakes in a human skin or shell.
  • In the animated The Tick series, the hero first encounters a colony of angry ants when they steal stuff when using composite human form.

    Real Life 
  • While they can't construct a bipedal form and go for a walk, 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 30cm x 20cm 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.
  • Tubifex worms, in the abscence of soil, will cling to each other. And to walls, which gives an effect not dissimilar to both this and Meat Moss.
  • Sawfly larvae


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alternative title(s): Worm That Walks; Colony Organism
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