Avolakia

A strange aberration from the old Age of Worms adventure path and earlier, the avolakias are basically giant worms that create undead for food. An odd concept, but a rather hideous one. I don't believe they've yet been updated to fourth edition, so here we go.

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In the lowest caverns of the underdark and the deepest trenches of the ocean dwells a monstrous race of gluttonous necromancers and black sorcerers. The avolakias are of uncertain origins; some say they came straight from the Far Realms, while others believe they are creations of the evil demigod Kyuss. Whether or not they were created by him, the avolakias seem to have an affinity for Kyuss, and serve him with a devotion that isn't quite worship, but still very strong.

An avolakia is basically an overgrown, flesh-boring worm or maggot that uses a trio of long, whipping tentacles to hold itself up in a cobra-like position. The creatures squirm across the ground, leaving a trail of thick, toxic slime behind them like some horrific slug. Groups of avolakias make their homes in the carcasses of enormous dead creatures (like dragons, purple worms, or whales), which they burrow through like parasites. When there is nothing left but a pile of bones, they take the skeletons apart and use them to build eerie, house-like structures that only a worm slithering on its belly could navigate.

The most interesting trait of the avolakia is its diet. Avolakias can eat any kind of dead (and preferably decomposing) flesh, but they gain the most nourishment from eating undead creatures. For this reason, avolakias are always on the hunt for fresh corpses that they can animate into tonight's dinner. If they can't find any corpses, they'll make some using any living creature they can catch, sapient or otherwise. If there's an abundance of raw materials, the avolakias will put some of their undead minions on security or hunting duty until the larder runs out and they too must be eaten.

Avolakias can speak Deep Speech, but their alien mindset makes communication with them difficult. In general, they would much rather kill and zombify you than engage in discourse.


Lore (Dungeoneering)

DC 25: Avolakias are mysterious, wormlike creatures that practice strange forms of necromancy. They are known to eat their undead creations as well as put them to work, and do not hesitate to kill humanoids to provide the raw materials for their art.

DC 30: Avolakias live in the deep ocean and half-flooded grottos of the underdark, but have been known to move into dry caverns and ruins as well. They often keep enslaved humanoid populations in nearby towns, caves, or islands, who they breed for generations to provide bodies for zombification. Avolakias have a pact of some kind with the undead entity Kyuss, aiding him in the mortal realm in exchange for certain extra powers.

DC 35: The most monstrous creation of the avolakia is called an uruglastata. This giant abomination is made from the melted and congealed flesh of hundreds of corpses, and is often released as a last line of defense against interlopers. Be very wary when tackling these gargantuan atrocities.


Avolakia Grub; Level 17 Artillery (1,600 XP)
Medium aberrant magical beast
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Initiative +10 Perception +13 (darkvision)
HP 96 Bloodied 48
AC 29 Fortitude 30 Reflex 29 Will 29
Speed 6; swim 6; burrow 1
Skills +18 Heal, +15 Stealth
Resist necrotic 20, disease 20
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Standard Actions
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basic melee attack Flinging Tentacle (at will):
Reach 2; +22 vs. Reflex; 3d8+7 necrotic damage and target slides one square.
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ranged Curse of Kyuss (at will):
Range 10; +22 vs. Fortitude; 3d8+7 disease and necrotic damage and target is weakened and takes ongoing 15 (save ends both).
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Passive
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aura Death Stench aura 4; living creatures receive a -2 penalty to Fortitude defense as long as they remain within the area.
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Slime Trail
Whenever the avolakia moves, it leaves a trail of worm-infested slime until the end of its next turn; anyone who enters or starts their turn in the slime takes 15 disease and necrotic damage and is slowed (save ends).
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Alignment chaotic evil
Languages Deep Speech
Str 18 (+12) Con 24 (+15) Dex 14 (+10) Int 20 (+13) Wis 20 (+13) Cha 18 (+12)


Even before they reach maturity, avolakias are fully intelligent and able to participate in battle. A typical avolakia colony consists of a small handful of adult worms and twice as many grubs, many of which die of starvation before reaching adulthood; siblings fight viciously over the undead flesh left over by the adults.

An avolakia grub is about seven feet long, with tentacles the same length growing in a ring around the "head."

Tactics

The grub uses a simple strategy; come just barely close enough to the enemy for its Death Stench aura to take effect, then use Curse of Kyuss every round. Whenever possible, the grub will stand behind its allies or minions, so that it can cast its curse and emit its stench with impunity. If an enemy does manage to come within melee range, the grub will use Flinging Tentacle to push him away before moving in the opposite direction, leaving a Slime Trail between itself and the attacker.

If there is deep water or soft soil on the battlefield, the grub will use its burrowing and swimming abilities to escape from a particularly tenacious pursuer. Avolakias pick battlefields with multiple escape routes whenever they can.


Avolakia Worm; Level 20 Elite Controller (5,600 XP)
Large aberrant magical beast
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Initiative +11 Perception +18 (darkvision)
HP 300 Bloodied 150
AC 34 Fortitude 34 Reflex 34 Will 35
Speed 6; swim 6; burrow 1
Skills +23 Insight, +23 Heal, +21 Dungeoneering,+21 Religion
Resist necrotic 20, disease 20
Saves +2
Action Points 1
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Standard Actions
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basic melee attack Infectious Tentacle (at will):
Reach 3; +24 vs. AC; 3d8+8 normal and necrotic damage and target is knocked prone and takes ongoing 15 disease and necrotic damage (save ends).
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melee Sweeping Tentacles (at will):
Make two basic melee attacks against different targets.
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ranged Curse of Kyuss (at will):
Range 10; +23 vs. Fortitude; 3d8+8 disease and necrotic damage and target is weakened and takes ongoing 15 (save ends both).
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Minor Actions
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Wormfriend (minor action; once per round):
Range 10; target must be suffering ongoing disease and necrotic damage; choose one of the following attacks:
Wormeating: +23 vs. Fortitude; 4d8+8 damage and target is dazed until the end of its next turn.
Wormpuppet: +23 vs. Will; target is dominated until the end of its next turn.
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Passive
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Death Stench aura 6; living creatures receive a -2 penalty to Fortitude defense as long as they remain within the area.
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Slime Trail
Whenever the avolakia moves, it leaves a trail of worm-infested slime until the end of its next turn; anyone who enters or starts their turn in the slime takes 15 disease and necrotic damage and is slowed (save ends).
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Alignment chaotic evil
Languages Deep Speech
Str 20 (+13) Con 24 (+15) Dex 12 (+11) Int 22 (+16) Wis 26 (+18) Cha 22 (+16)

Fully grown, an avolakia is fifteen feet long and three feet in diameter at the maw, with equally long, barbed tentacles twice as thick as a man's arm. Highly intelligent and infinitely patient, a fully grown worm is a mastermind that should not be underestimated.

Avolakia worms tend to live in groups of three or four individuals, with twice as many baby grubs swarming around them and competing for their parents' leftovers. Avolakias are accomplished necromancers; through their intricate rituals, the adult worms can create a wide variety of corporeal undead servants and snacks. Some of the more powerful worms also learn a spell that allows them to take human form and travel the world in disguise.

Legend has it that there are hidden cities deep within the earth and oceans build from millions of bones and corpses, in which hundreds of avolakias dwell. These rumors have yet to be confirmed.


Tactics

Unlike its grubs, the fully grown avolakia worm has no fear of close quarters combat, and happily thrashes away with its Sweeping Tentacles whenever an enemy comes within reach. That said, they are unlikely to actively approach the enemy, as their Curse of Kyuss is at least as effective. If the target of the Curse is adjacent to an ally, or a major threat to the avolakia, it will use Wormpuppet to make it attack its fellows or move away. Otherwise, Wormeating is how the avolakia prefers to deal damage.

Like their young, the worms will use their burrowing, swimming, and Slime Trails to escape if they are flanked or if the battle seems it can't be won.


Uruglastata; Level 21 Solo Brute (16,000 XP)
Huge undead animate
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Initiative special (see Double Actions) Perception +17 (darkvision)
HP 808 Bloodied 404
AC 35 Fortitude 37 Reflex 34 Will 32
Speed 6; swim 6; burrow 4
Skills +21 Intimidate, +24 Athletics
Resist necrotic 30, disease 30
Vulnerable radiant 10
Saves +5
Action Points 2
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Standard Actions
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basic melee attack Slimy Tentacle (at will):
Reach 4; +26 vs. AC; 3d10+14 damage and target is knocked prone and slowed (save ends).
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Lashing Fury (at will)
Make two Slimy Tentacle attacks against different targets.
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Bite (at will):
Reach 2; +24 vs. Reflex; 3d12+17 damage and target is grabbed and takes ongoing 15 acid and necrotic damage (save ends).
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Necrotic Spew (recharge 5, 6):
Blast 10; +24 vs. Reflex; 4d12+14 acid and necrotic damage; target is pushed 4 squares and takes ongoing 20 acid and necrotic (save ends).
Miss: target takes half damage and is not pushed or afflicted with ongoing damage.
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Move Actions
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Swallow (at will):
Target must be grabbed; +24 vs. Reflex; target is swallowed by the beast and enters its space. The target has line of sight only to the uruglastata and takes ongoing 20 necrotic and acid damage and loses one healing surge at the beginning of each turn (escape ends both). To escape, the target must deal 25 damage to the uruglastata with an attack. The target reappears in an adjacent, vacant square.
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Disgorge (encounter; recharges when a creature dies in the uruglastata’s stomach):
Four abyssal ghoul hungerers appears in vacant squares within 2 squares of the uruglastata and act after its turn. When this ability recharges, it can only produce one abyssal ghoul hungerer instead of four. Do not award XP for defeating these ghouls.
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Reactions
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Life Drain (when first bloodied):
Close burst 20; +26 vs. Fortitude; target loses two healing surges and becomes vulnerable 10 to necrotic and acid damage until the end of the encounter.
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Passive
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Double Actions
Rather than rolling initiative, the uruglastata takes two turns each round. The first turn has an initiative roll of 30. The second has a roll of 20. On each turn, the uruglastata can make a Standard, Move, and Minor action, but it only makes recharge rolls and saving throws on its first turn.
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Undeath Stench aura 20; living creatures receive a -2 penalty to Fortitude defense as long as they remain within the area. Any creature killed while taking ongoing necrotic and acid damage within the aura becomes an abyssal ghoul hungerer and acts after the uruglastata’s next turn. Do not award XP for defeating these ghouls.
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Coat of Tendrils bloodied aura 1; ranged attacks that target AC receive a -5 penalty to hit if their trajectory takes them through the aura. Creatures that enter or start their turn within the aura take 15 damage. Treat the aura as difficult terrain.
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Alignment unaligned
Languages -
Str 28 (+19) Con 26 (+18) Dex 20 (+15) Int 2 (+6) Wis 14 (+12) Cha 22 (+16)

The creation of the uruglastata is a grisly process, taught to the avolakia race by Kyuss himself. One hundred human-sized corpses are allowed to putrify in a stone pool until their flesh is gelatinous, at which point an alchemical acid is poured in to melt the bones and rotting mulch into a thick soup. Undead creatures are then marched into the pool to provide necromantic energy, and living slaves are thrown in after to provide life energy. Over the next several days, the avolakia worms cast spells and chant around the pool until the liquid congeals and solidifies into a massive, black worm. The newborn uruglastata is then ready to serve its masters.

Uruglastatas are killing machines, used to defend the avolakias from attackers and help them create more corpses to use for necromancy. fifty feet long and ten feet wide, the festering amalgamation of stolen flesh is armed with long, slicing tendrils that grow from random parts of the body and a wide, lampreylike maw with teeth made from unmelted bones. The entire creature is covered with stinking, gaping pores, from which vile fluids constantly seep; when the beast is in danger, each pore extends a razor-sharp tentacle to defend its horrid body.


Tactics

After starting the battle by Disgorging four abyssal ghoul hungerers, the uruglastata's Double Actions give it a great deal of adaptability in combat, allowing the worm to reposition itself or select a new target in half the time it takes most monsters. If the enemies keep in reach, the uruglastata can make up to four Slimy Tentacle attacks per round; more, if it spends an Action Point.

The slowing effect of Slimy Tentacle makes it difficult for the target to run away, allowing the uruglastata to come closer and attempt to Bite on its next turn. The uruglastata always tries to keep its belly full; if the meal dies, it immediately Disgorges the new undead minion and tries to bite someone else. The only times that it doesn't spend a standard action to Bite or Tentacle someone are when its Necrotic Spew recharges and it has an opportunity to catch several enemies within the blast.

Upon being bloodied, the uruglastata uses Life Drain and immediately extends its Coat of Tendrils aura, allowing it to fight much more recklessly. A bloodied uruglastata moves around much more, using its burrowing and swimming with near-impunity.


Encounters

Avolakias are necromancers of great skill; it makes sense to pair them with undead. Vampires, zombies, weights, ghouls; anything of close to their own level should do the trick. In particular, they are likely to be found in the company of other Kyuss servants, like larva creatures or spawn of kyuss.

Additionally, it may be possible for some particularly callous individual to strike a deal with the avolakias. Cultists of Kyuss are most likely, but anyone with bodies to dispose of and a need for undead shock troops might be tempted to seek them out. These deals seldom end well, however....

Mechanically, the avolakias work best when paired with Soldier and Brute class monsters, allowing the grubs to use their short-ranged attacks with impunity and holding the enemy in place for the worm's debhillitating attacks.