Dream Larva

Large fiend (extraplanar), chaotic evil
The nightmare that sees your fear — and becomes it.

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Armor Class 23 (nightmare carapace)
Hit Points 465 (30d10 + 300)
Speed 50 ft., fly 120 ft. (hover)

STR	DEX	CON	INT	WIS	CHA
24 (+7)	18 (+4)	26 (+8)	22 (+6)	21 (+5)	25 (+7)

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Saving Throws Str +19, Con +19, Wis +16, Cha +18
Skills Insight +16, Intimidation +18, Perception +16
Damage Resistances cold, fire, lightning
Damage Immunities necrotic, psychic
Condition Immunities charmed, frightened, poisoned
Senses blindsight 300 ft., truesight 120 ft., passive Perception 26
Languages all; telepathy 1,000 ft.
Challenge 30 (155,000 XP)
Proficiency Bonus +9

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Traits

Abomination of Dream. The dream larva is immune to effects that would alter its form (such as polymorph or petrification). It has advantage on saving throws against spells of 6th level or lower.

Nightmare Regeneration. The dream larva regains 30 hit points at the start of its turn. If it takes radiant damage, this trait doesn’t function at the start of its next turn.

Magic Resistance. The dream larva has advantage on saving throws against spells and other magical effects.

Magic Weapons. The dream larva’s weapon attacks are magical.

Legendary Resistance (3/Day). If the dream larva fails a saving throw, it can choose to succeed instead.

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Actions

Multiattack. The dream larva makes one bite attack, one gore attack, four claw attacks, and four pincer attacks. It can replace one claw or pincer attack with Nightmare Sending on a creature it is grappling.

Bite. Melee Weapon Attack: +19 to hit, reach 10 ft., one target.
Hit: 27 (4d8 + 10) piercing damage plus 18 (4d8) psychic damage.

Gore. Melee Weapon Attack: +19 to hit, reach 10 ft., one target.
Hit: 24 (4d6 + 10) piercing damage.

Claw. Melee Weapon Attack: +19 to hit, reach 10 ft., one target.
Hit: 21 (3d6 + 10) slashing damage, and the target is grappled (escape DC 27). The larva can grapple creatures of any size.

Pincer. Melee Weapon Attack: +19 to hit, reach 10 ft., one target.
Hit: 21 (3d6 + 10) bludgeoning damage.

Worst Nightmare (Recharge 5–6). When a creature starts its turn within 30 feet of the dream larva and can see it, that creature must succeed on a DC 26 Wisdom saving throw or behold its deepest fear made manifest.

On a failure by 10 or more, the creature drops to 0 hit points and is stable, overwhelmed by supernatural terror.
On a failure, the creature takes 55 (10d10) psychic damage and is frightened for 1 minute. The frightened creature can repeat the save at the end of each of its turns, ending the effect on a success.
On a success, the creature is immune to this dream larva’s Worst Nightmare for 24 hours.

Creatures immune to being frightened are immune to this effect.

Nightmare Sending. One creature grappled by the dream larva must make a DC 26 Wisdom saving throw. On a failure, the target is drawn into a psychic maelstrom for 1d4 rounds. While there, the creature is incapacitated and takes 22 (4d10) psychic damage at the start of each of its turns.

When the creature returns, it gains 3 levels of exhaustion (each level imposing a −1 penalty to d20 Tests). If this would bring the creature to 6 levels of exhaustion, it dies.

Summon Nightwalker (1/Day). The dream larva summons one nightwalker in an unoccupied space within 60 feet. The nightwalker acts immediately after the larva in initiative order and remains for 1 hour, until it dies, or until dismissed. The larva cannot use this action again while a summoned nightwalker remains.

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Legendary Actions

The dream larva can take 3 legendary actions, choosing from the options below. Only one legendary action option can be used at a time and only at the end of another creature’s turn. The larva regains spent legendary actions at the start of its turn.

Claw. The larva makes one claw attack.

Warp Fear (Costs 2 Actions). One frightened creature within 60 feet takes 27 (6d8) psychic damage and must succeed on a DC 26 Wisdom saving throw or be stunned until the end of its next turn.

Nightmare Pulse (Costs 3 Actions). Each creature of the larva’s choice within 60 feet must succeed on a DC 26 Wisdom saving throw or take 36 (8d8) psychic damage and become frightened until the end of its next turn.

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Lair Actions

When fighting inside its lair, the dream larva can invoke the ambient nightmare. On initiative count 20 (losing initiative ties), it takes one of the following lair actions; it can’t use the same effect two rounds in a row.

Nightmare Distortion. The ground within 60 feet twists like a half-remembered dream. Creatures of the larva’s choice must succeed on a DC 26 Wisdom saving throw or treat the area as difficult terrain until initiative count 20 of the next round. A creature that fails by 5 or more is restrained (escape DC 26) until that time.

Echo of Terror. Each frightened creature within 120 feet takes 22 (4d10) psychic damage and must succeed on a DC 26 Wisdom saving throw or be paralyzed until the end of its next turn. Creatures not frightened have disadvantage on their next saving throw before initiative count 20 of the next round.

Breach the Veil. A tear in reality opens at a point within 60 feet. The larva chooses one effect: a 20-foot-radius psychic eruption (DC 26 Intelligence save, 36 (8d8) psychic damage, half on success); a shadow demon appears and acts immediately after the larva; or the area becomes lightly obscured by dream-mist, granting the larva half cover until initiative count 20 of the next round.

Swarmform Surge. Until the next round, the larva gains resistance to all damage except radiant, can move through creatures and objects as difficult terrain, and creatures it passes through take 14 (4d6) psychic damage.

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Regional Effects

The region within 6 miles of the dream larva’s lair is warped by nightmare. These effects fade 1d10 days after the larva’s final destruction.

Disturbed Sleep. A creature that completes a long rest within the region must succeed on a DC 18 Wisdom saving throw or gain no benefit from the rest beyond regaining Hit Dice. After three consecutive failures, the creature has disadvantage on its first saving throw against Worst Nightmare.

Manifest Fears. Illusions of personal fears flicker at the edge of vision. Once per day, the larva can cause one such illusion within 1 mile to lash out, dealing 22 (4d10) psychic damage to a creature (no action required).

Thin Veil. Spells that contact other planes automatically connect to nightmare strata unless the caster succeeds on a DC 20 spellcasting ability check. On a failure, the dream larva becomes aware of the caster’s location.

Whispering Manuscripts. Written texts subtly alter overnight, inserting fragments of forbidden dream-lore. A creature studying such a text for 1 hour must succeed on a DC 20 Intelligence saving throw or gain one level of exhaustion.

Shadows in the region sometimes move independently of their owners, and children often report sharing the same dream.

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Mythic Trait (Optional)

If reduced to 0 hit points, the dream larva dissolves into a swarm of writhing larvae and reforms at half its hit points at the start of its next turn. When it reforms, it immediately recharges Worst Nightmare. Once this mythic form is defeated, the dream larva is permanently destroyed.

Using this trait increases its effective Challenge Rating to 31.

Dream Larva

This pallid, many-limbed horror trails ribbons of black vapor from its chitinous form, its eyeless head crowned with whispering tendrils that pulse with stolen dreams.

Dream Larva CR 23
XP 819,200
CE Gargantuan outsider (chaotic, evil, extraplanar)
Init +11; Senses blindsight 60 ft., darkvision 120 ft., true seeing; Perception +37

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DEFENSE

AC 40, touch 17, flat-footed 32 (+7 Dex, +23 natural)
hp 420 (24d10+288); regeneration 20 (see text)
Fort +26, Ref +21, Will +24
DR 15/lawful and good; Immune ability damage, ability drain, death effects, disease, energy drain, mind-affecting effects, paralysis, poison, sleep
Resist acid 30, cold 30, electricity 30, fire 30; SR 34
Weaknesses vulnerable to mythic good effects

Regeneration (Ex). The dream larva regains 20 hit points at the beginning of its turn. The regeneration does not function while the larva is subject to a positive (good-aligned) or lawful effect that would disrupt its unmaking—specifically, effects dealing radiant damage, lawful or good alignment weapons, or mythic good effects suppress its regeneration for 1 round. (GMs may adjudicate whether a weapon counts as “lawful and/or good” depending on table conventions.)

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OFFENSE

Speed 40 ft., fly 80 ft. (good)
Space 20 ft.; Reach 20 ft.

Melee 4 claws +32 (2d8+15) and bite +30 (3d6+15)
Spacefilling natural attacks: bite and claw attacks deal an additional 4d6 psychic damage (Nightmare touch, see below).

Special Attacks dream feast, nightmare touch (4d6 psychic on hit, Will DC 32), psychic nova (60-ft. radius, DC 32), summon nightwalker

Spell-like Abilities (CL 20th; concentration +27)
At will—deeper darkness, detect thoughts (DC 23), dimension door, dispel magic, greater teleport (self only, up to 50 lb. carried), nightmare (DC 26)
3/day—dominate monster (DC 28), maze, plane shift (DC 27; caller only), weird (DC 29)
1/day—astral projection, implosion (DC 29), wail of the banshee (DC 29)
(SLAs’ DCs = listed DC; where applicable DC = 10 + spell level + Charisma modifier; the larva’s spell-like abilities are Charisma-based.)

Summon Nightwalker (Sp). Once per day, the larva can summon one nightwalker (Pathfinder Bestiary 2). The nightwalker appears within 100 ft. and remains for 1 hour or until slain. The dream larva cannot summon another nightwalker while one it summoned remains.

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STATISTICS

Str 40, Dex 25, Con 34, Int 26, Wis 28, Cha 29
Base Atk +24; CMB +39; CMD 56 (-4 vs. otherwise specified)
Feats Cleave, Combat Reflexes, Flyby Attack, Great Cleave, Improved Initiative, Iron Will, Multiattack, Power Attack, Quicken Spell-Like Ability (dimension door), Toughness, Vital Strike, Improved Vital Strike
Skills Bluff +36, Fly +30, Intimidate +36, Knowledge (planes) +35, Perception +37, Sense Motive +34, Spellcraft +35, Stealth +22; Racial Modifiers +8 Perception
Languages Abyssal, Aklo; telepathy 300 ft.

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ECOLOGY

Environment Dimension of Dreams, Abyss, or the deep Ethereal Plane
Organization solitary (unique)
Treasure triple (often dream-wrought artifacts, soul gems, and corrupted manuscripts)

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SPECIAL ABILITIES

Nightmare Touch (Su). Attacks from the dream larva deal an extra 4d6 points of psychic damage. Creatures struck must succeed at a DC 32 Will save or become confused for 1 round (mind-affecting fear effect). Creatures who fail the save by 5 or more become staggered for 1d4 rounds as waking nightmares drown them. (DC 32 = 10 + 1/2 HD + Cha modifier; Charisma-based.)

Dream Feast (Su). A creature reduced to 0 or fewer hit points by the larva’s nightmare touch must succeed at a DC 32 Will save or have its soul partially devoured: it gains 2 negative levels (these negative levels remain for 24 hours before they can be removed by restoration effects). If the dream feast kills the target, its soul is trapped as per trap the soul. (DC as above.)

Psychic Nova (Su) (60-ft. radius, usable as a standard action every 1d4 rounds). The larva releases a blast of psychic terror; creatures in the area take 12d6 points of psychic damage (Will DC 32 half). Creatures who fail are frightened for 1d4 rounds. (Mind-affecting fear effect.)

Summon Nightwalker (Su). See above.

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LAIR (Dimension of Night Terrors)

A dream larva anchors its lair where the Ethereal or dream strata press against the Material Plane—ruined temples, battlefields soaked in fear, or libraries of banned lore. Architecture melts into impossible angles; whispers thread the air.

Lair Actions (Su). On initiative count 20 (losing ties), the larva can use one lair effect (it cannot use the same effect two rounds in a row):

• Grasping Phantasms. Shadow-hands erupt in a 40-ft. radius. Creatures in the area must succeed at a DC 30 Reflex save or be entangled and anchored (as dimensional anchor) for 1 round.
• Suffocating Dread. Enemies within the lair take a –4 penalty on saving throws against fear effects until the next round.
• Dream Rend. One creature within 120 ft. must succeed at a DC 32 Will save or fall prone and become helpless with visions for 1 round.

(DCs for lair actions are Charisma-based and calculated to challenge high-level parties.)

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REGIONAL EFFECTS

The region within 10 miles of the larva’s lair becomes warped. These effects fade over 2d10 days after the larva’s destruction.

• Disturbed Slumber. Sleepers require a DC 25 Will save to gain the benefits of a full night’s rest. Failure denies natural healing and spell recovery for that rest.
• Manifested Shadows. Shadows lengthen and twitch independently; animals become skittish and refuse to rest.
• Divinatory Fracture. Divinations about the region produce fragmented or contradictory results (20% chance of failure or misleading information).
• Dream Echo. Once per day the larva can cause a flicker of a personal nightmare within 1 mile to lash out, dealing 4d10 psychic damage to a single target (no action required).

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DESCRIPTION

A dream larva is an ancient nightmare made flesh—an extraplanar proto-fiend that feeds on fear and sleep. Scholars differ on origin; some claim they are larval forms of forgotten demon lords, while others say they were birthed from the first mortal collective nightmare. Whatever their origin, a dream larva is an end-of-campaign horror: it stalks the borderlands between waking and dreaming, corrupting minds and anchoring nightmares into reality.

Dream larva

Dream larva are the misbegotten offspring of deities of fancy, longing, and dream. Most creatures know the statement of a night terror, a bolt of horror that wakes the sleeper from a dead sleep.

Dream larva are night terrors who escape dream into the waking world, nightmares made manifest. They have no specific form, but instead are every creature’s worst nightmare, each observer sees a dream larva for the first time as the most fearsome, terrible creature imaginable. To those that survive that squamous vision, dream larva appear as large humanoid shapes composed of thousands of crawling larval worms.

Dream larva have horns, a cruelly fanged mouth, four arms ending in claws, and four in pincers. No one knows how many dream larva infest the various regions of dreams. Most sleepers never dream the forbidden dreams that send their thoughts into the self-perpetuating nightmares that conceal and trap individual dream larvae. Such forbidden dreams are normally only triggered by the discovery of certain banned, divine manuscripts that have been mostly purged from the multiverse. However, sometimes dream larvae are disturbed nonetheless (or purposefully summoned). When they are, they follow the dreamer back into the waking world, and attempt to plunge all of creation into a true nightmare of their own creation.

A dream larvas’s natural weapons are treated as epic, evil, and chaotic-aligned for the purpose of overcoming damage reduction.

Dream larva
Large outsider (Chaotic, Evil, Extraplanar)
Hit Dice	40d8+360 (700 hp)
Initiative	+3 (Dexterity)
Speed	80 ft.; Fly 240 ft. (perfect)
AC	52 (-1 size, +3 Dexterity, +40 natural)
Base Attack/Grapple	+40/+60
Attack	Bite +56 (4d8+16)melee
Full Attack	Bite +56 (4d8+16) melee, 1 gore +51 (4d6+8) melee, 4 pincers +53 (4d6+8) melee, 4 claws +53 (4d6+8) melee
Space/Reach	10 ft./10 ft.
Special Attacks	Worst nightmare, improved grab, sending, spell-like abilities, summon nightwalker
Special Qualities	Abomination traits, sonic immunity, regeneration 15, fast healing 15, SR 44, DR 15/ Good and Epic or Lawful and Epic
Saves	Fort +31, Ref +25, Will +29
Abilities	Strength 42, Dexterity 17, Constitution 29, Intelligence 16, Wisdom 24, Charisma 36
Skills	Concentration +52, Craft (dreamweaving) +46, Diplomacy +60, Escape Artist +46, Hide +46, Jump +36, Knowledge (Arcana) +46, Listen +50, Move Silently +46, Search +46, Sense Motive +50, Spot +50
Feats	Cleave, Combat Reflexes, Flyby Attack, Great Cleave, Improved Sunder, Power Attack, Quicken Spell-Like Ability, Weapon Focus (pincers), Weapon Focus (gore), Weapon Focus (bite), Weapon Focus (claw)
Epic Feats	Epic Toughness, Epic Weapon Focus (pincers), Epic Weapon Focus (claw)
Climate/Terrain	Any
Organization	Solitary, pair, or solitary plus 1-4 nightwalkers
Challenge Rating	31
Treasure	Standard
Alignment	Always chaotic evil
Advancement	41-65 HD (Large); 66-84 HD (Huge); 85-110 HD (Gargantuan)

Combat

Worst Nightmare (Su): Each time a living creature first views a specific dream larva from a distance of 30 feet or less (or from a scrying effect), the subject sees the image of the most fearsome creature imaginable. This is not an illusion or phantasm; the dream larva truly becomes, for just that instant, the subject’s worst nightmare. Even if simultaneously viewed by dozens of different creatures, the dream larva appears differently to each one of them.

Creatures immune to fear or mind-affecting effects (or warded by protection from evil or death ward spells) are immune to worst nightmare; all others must make a Will save (DC 43) or die from the supernatural horror revealed. Survivors (and those resurrected) are immune to the effect from that individual dream larva in the future. The DC is Charisma-based.

Spell-Like Abilities: At will-fly, haste, nightmare, prismatic spray;

2/day-dreamscape(epic spell).

Caster level 31st; save DC 23 + spell level. The DC is Charisma-based.

Improved Grab (Ex): If the dream larva hits with a claw or pincer, it deals normal damage and attempts to start a grapple as a free action without provoking an attack of opportunity. Dream larvae can use improved grab on a creature of any size. The dream larva has the option to conduct the grapple normally, simply use the claw or pincer to hold the opponent, or use sending (see below) on the opponent. Each successful grapple check it makes during successive rounds automatically deals the damage listed for the attack that established the hold, unless it used sending on the victim.

Sending (Su): Grappled victims may be physically sent into a nightmare, at the dream larva’s option, on the dream larva’s next action after establishing the grapple. Victims must make a Will save (DC 43) or be apparently swarmed by thousands of worms making up the dream larva’s body. The victim is actually cast into a shrieking maelstrom of dream where it can take no actions but observe.

The victim physically returns 2d4 rounds later, apparently ejected from the dream larva’s body (but appearing even if if the dream larva has left or is otherwise absent). The victim of the nightmare has taken 4d6 points of temporary Wisdom damage, but is otherwise free to act on the round it returns. If the victim takes more Wisdom damage than it has points of Wisdom, the extra points are instead treated as temporary Constitution damage. The DC is Charisma-based.

Summon Nightwalker (Sp): Five times per day, a dream larva can summon a nightwalker.

Abomination Traits: Immune to polymorphing, petrification, and other form-altering attacks; not subject to energy drain, ability drain, ability damage, or death from massive damage; immune to mind-affecting effects; fire resistance 20; cold resistance 20; nondetection; true seeing at will; Blindsight 500 ft.; telepathy out to 1,000 ft.

Regeneration (Ex): Dream larvae take normal damage from good or lawful weapons or weapons forged by a sleepwalking weaponsmith.