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HD: D8
Skills: Concentration, Craft(Dreamweaving), Diplomacy, Escape Artist, Hide, Jump, Knowledge(Arcana), Listen, Move Silently, Search, Sense Motive, Spot
Skill Points: 6 + Int mod (x4 at first level)
{table=head]Level|BAB|Fort|Ref|Will|Class Feature
1|+0|+2|+0|+2|Body of Nightmares, Soporific Touch, Jaws, +1 Cha, +1 Str
2|+1|+3|+0|+3|Lesser Abomination Traits, +1 Cha
3|+2|+3|+1|+3|Unreal Healing, Dreamcrafter, +1 Str
4|+3|+4|+1|+4|Mental Reflection, +1 Cha
5|+3|+4|+1|+4|Bad Dream, +1 Str
6|+4|+5|+2|+5|Claws and Pincers, +1 Cha
7|+5|+5|+2|+5|Night Fever, Growth, +1 Str
8|+6/+1|+6|+2|+6|Up Above, Improved Grab, +1 Cha
9|+6/+1|+6|+3|+6|Dark Summoning, +1 Str
10|+7/+2|+7|+3|+7|Darkest Fears, +1 Cha
11|+8/+3|+7|+3|+7|Greater Abomination Traits, +1 Str
12|+9/+4|+8|+4|+8|Sending, +1 Cha
13|+9/+4|+8|+4|+8|Flashing Colors, +1 Str
14|+10/+5|+9|+4|+9|Drink the Soul, +1 Cha
15|+11/+6/+1|+9|+5|+9|Glimpse of Terror, +1 Str
16|+12/+7/+2|+10|+5|+10|Phantasmal Protection, +1 Cha
17|+12/+7/+2|+10|+5|+10|Arachnoid Embrace, +1 Str
18|+13/+8/+3|+11|+6|+11|Fast as Thought, +1 Cha
19|+14/+9/+4|+11|+6|+11|Greater Summoning, +1 Str
20|+15/+10/+5|+12|+6|+12|Worst Nightmare, +1 Cha
[/table]
Proficiencies: A Dream Larva is proficient only with its natural weapons.
Body of Nightmares: A Dream Larva loses all racial traits and becomes an Outsider. It gain Outsider traits (Darkvision 60 ft, does not need to sleep or eat) and a natural armor bonus equal to its Con modifier + 4. The Dream Larva is medium size and appears to be mostly humanoid, but it is made of wriggling leeches holding a solid shape. It has two arms and two legs, and one head, and its arms may be used for fine manipulation.
Soporific Touch(ex): The Dream Larva's touch can send people to sleep. Once per day for every 2 HD, the Dream Larva may make a touch attack. If this succeeds, the opponent must make a will save (DC 10 + 1/2 HD + Charisma Modifier) or fall asleep. They stay asleep for one minute per class level. They are helpless while asleep, but any damage or light slap wakes them up. This is a mind-affecting power. At level 10 or higher, they may use this ability in conjunction with a melee attack.
Alternatively, you may use this as a ranged attack, in this case it is a ranged touch attack that you can use from a distance of 5 ft. per 4 HD, minimum 0 ft.
Jaws: The Dream Larva gains a primary natural bite attack. This deals 1d6 + Str modifier damage. At level 8, the damage increases to 2d6 + Str modifier, at level 14, the damage increases to 3d6 + Str modifier, and finally, at level 20, the damage increases to 4d6 + Str modifier.
Lesser Abomination Traits: You gain a +1 bonus per HD to resist the following effects: Polymorphing, petrification, death effects, and mind-affecting attacks. You gain resistance to fire and cold equal to 1/2 your HD. You also gain telepathy out to 20' per HD. You are immune to death from massive damage.
Unreal Healing: You gain Fast Healing equal to half your HD.
Dreamcrafter: You gain a bonus on Craft(Dreamweaving) checks equal to your class level. If you like, you may steal one dream per day, by touching a sleeping person. This gives you a cumulative +1 bonus on your next Craft(Dreamweaving) check.
Mental Reflection: You gain Spell Resistance equal to 1/2 HD + Cha Modifier. Additionally, the strange noises that you hear whispering in your mind all the time give you immunity to damaging noise in the real world. You are immune to sonic energy.
Bad Dream(su): Starting at 5th level, a Dream Larva carries traces of everyone's greatest fear. Getting too close to one, a person begins to feel something is seriously wrong. Anyone within 30 ft. of the Dream Larva seeing it for the first time that day must make a will save (DC 10 + 1/2 level + Charisma Modifier) or be shaken.
Claws and Pincers: The Dream Larva's hands evolve into claws. They can still be used to carry things but become a natural weapon dealing 2d6 + 1/2 strength modifier damage. They also grow a second pair of arms, giving them two pincer natural attacks, each dealing 2d6 + 1/2 strength modifier damage. Your pincers may not be used to carry or manipulate things. At level 18 the damage for both of these increases to 3d6 + 1/2 strength modifier. At level 26, the damage increases to 4d6 + 1/2 strength modifier.
Night Fever: You gain the ability to use Nightmare once per day for every 3 HD. At level 19, this becomes at will.
Growth: The Dream Larva grows one size category.
Up Above: The Dream Larva gains the ability to cast Fly once per day for every 3 HD, with caster level equal to your HD.
Improved Grab: At level 8, a Dream Larva gains the Improved Grab ability.
Dark Summoning: You can summon one Shadow once per day for every 5 HD as a standard action. It serves your commands loyally for up to 1 minute per class level.
Darkest Fears(su): Starting at 10th level, a Dream Larva's fear aura begins to evolve and clearly relate to a person's biggest phobia. Anyone seeing the Dream Larva for the first time that day from 30 ft. or less must make a will save (DC 10 + 1/2 level + Charisma Modifier) or be frightened. This replaces Bad Dream.
Greater Abomination Traits: You gain immunity to polymorphing, petrification, mind-affecting, death effects, ability damage, ability drain, and energy drain. You are also subject to a permanent True Seeing effect and a permanent Nondetection effect, with caster level equal to your HD. You also gain Blindsight out to 10' per HD.
Sending: If the Dream Larva succeeds on a grapple check, on their next action, they may swallow their victim into a world of swirling, nonsensical dream stuff. It appears that the victim is eaten up and absorbed by the thousands of leeches that make up the Larva's body. For Charisma Modifier rounds, they are unable to do anything but watch, and when they return, they take 1d6 points of wisdom damage for every 5 HD. Any excess beyond their wisdom total becomes constitution damage.
Flashing Colors: You gain the ability to use Prismatic Spray once per day for every four HD you have. At level 25, you can use this ability at will.
Drink the Soul: Once per day for every 3 HD, the Dream Larva may drink the life energy of an opponent within 30 ft. as a standard action. The opponent takes 3d4 wisdom damage, and the Dream Larva gains 2 temporary hp for every point of wisdom drained. The opponent may attempt a will save (DC 10 + 1/2 HD + Charisma Modifier) to resist this damage. Any opponent reduced to zero wisdom stands hopeless in a state of eternal sleep, helpless against anything that happens to them. Only healing their wisdom damage will revive them from this state.
Glimpse of Terror(su): Starting at 15th level, the Dream Larva learns the true meaning of fear. Anyone glimpsing it sees something terrifying beyond belief. Anyone seeing the Dream Larva for the first time that day within 30 ft. must make a will save (DC 10 + 1/2 level + Charisma Modifier) or become panicked. This replaces Darkest Fears.
Phantasmal Protection: You gain regeneration equal to half your HD. This can be overcome by good or lawful weapons.
Arachnoid Embrace: The Dream Larva gains two more arms with pincers, and two more arms with claws. The arms with claws may be used to carry and manipulate items.
Fast as Thought: You gain the ability to move at incredible speeds. You can use Haste once per day for every 5 HD.
Greater Summoning: When using your dark summoning ability, you may, once per day, expend a use to summon a Nightwalker instead of a Shadow.
Worst Nightmare(su): Starting at 20th level, the Dream Larva masters the art of creeping into people's minds and taking advantage of what they most fear. Anyone seeing the Dream Larva from the first time that day while within 30 ft. must make a will save (DC 10 + 1/2 level + Charisma Modifier) or die. This replaces Glimpse of Terror.
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Requirements:
Class Abilities: Worst Nightmare
{table=head]Level|Class Feature
1|Night Visit, +1 Str
2|Sleepsense, +1 Cha
3|Dream Spy, +1 Str
4|Strength of the Wise, +1 Cha
5|Dreaming Puppets, +1 Str
6|True Sleep, +1 Cha
7|Harrowing Rest, +1 Str
8|Hushabye, +1 Cha
9|The Dreamer King, +1 Str
10|Consciousness Bury, +1 Cha
11|Eternal Nightmare, Dreamscape, +1 Str
[/table]
Night Visit: Once every night you may visit someone's dreams. You must know the target's name and one fact about their sleeping habits. You may visit them anywhere on the same plane, and converse with them for up to five minutes in their dreams. You gain more uses of this ability, and for longer, as follows, by level:
2: 2 people, 10 minute duration
4: 4 people, 15 minute duration
5: 8 people, 30 minute duration
7: 16 people, 1 hour duration
8: 32 people, 2 hour duration
9: 64 people, 4 hour duration
10: 128 people, 8 hour duration
11: 150 people, 12 hour duration.
Sleepsense: You gain a powerful tool, allowing you to locate anyone and everyone with the audacity to sleep. You immediately sense the location of any sleeping creature within 1 mile/HD.
Dream Spy: While you are visiting someone's dreams, you may force their subconscious to answer one question, though they can make a will save (DC 10 + 1/2 HD + Charisma Modifier) to resist. This may even be a question they do not consciously know the answer to. In addition you can try to learn what they like or fear, they get a will save (DC 10 + 1/2 HD + Charisma Modifier) to resist each of these effects. You may perform each of these once per night on each person.
Strength of the Wise: Foes need both mental and physical strength effectively fight a dream larva. When battling an opponent, you may, at your option, force them to use their Charisma in place of their Strength, their Intelligence in place of their Dexterity, and their Wisdom in place of their constitution. This does not require an action, but once the decision is made of whether they will use their mental or physical scores when attacking you, it cannot be changed. You may use your mental ability scores in place of your physical ones if you wish, but you must convert all scores. (So you can't say 'I want to keep Strength as it is but substitute Wisdom for Constitution.')
Dreaming Puppets: While you are visiting someone's dreams, you may take control of their body without their knowledge. They get a will save (DC 10 + 1/2 HD + Charisma Modifier) to resist this effect. If they fail, you control their body for the length of the Night Visit. While under your control, they are sleepwalking, and will appear with their eyes closed(though you can see normally out of their eyes, despite this fact.)
True Sleep: You stare into a foe's eyes and leave them forever in a dream. The foe sinks to the ground with no save, asleep forever, until the effect is dispelled. Spell resistance applies against this effect. You may do this once per day. This is a mind-affecting gaze attack.
Harrowing Rest: When you use your night visit ability, you may make your target wake up fatigued if you wish. There is no save against this effect. Being fatigued two nights in a row does not make them exhausted.
Hushabye: Once per day you may send a huge area into slumber, leaving the world silent as you step over sleeping bodies. Everyone within 2,000 ft. must make a will save (DC 10 + 1/2 HD + Charisma Modifier) or fall asleep as if affected by your Soporific Touch.
The Dreamer King: You are king and master of all dreams. You may make a DC 30 Craft(Dreamweaving) check to send any vision to any sleeping creature anywhere, just by knowing its name. One per week, you may make a DC 30 Craft(Dreamweaving) check to execute a Mindrape effect on a creature who you are visiting. The DC to save against this is (10 + 1/2 HD + Charisma Modifier + 1 per every 5 you beat the Dreamweaving check by.) When using Mindrape, you learn everything that the creature knows. You may erase or add memories as you see fit and alter emotions, opinions, and even alignment. When you are done, you may either leave the creature Insane, or seemingly unaffected, without any memory of the intrusion. Break Enchantment may remove the changes you make, though in extreme circumstances, Atonement may also be required.
Consciousness Bury: You may immerse your entire self in someone's dreams, protecting you and slowly making a slave of them. Once per month you may jump into one person's dreams while visiting their dreams. Your material body vanishes into smoke, and you plant yourself permanently in their mind. You may use none of your abilities, but you count as visiting them for the purposes of all related abilities at any time when they are asleep. When they are awake they count as charmed to the commands you whisper in their ear. You only die if the person you are buried in dies. You may jump out of their consciousness as a standard action, dealing 10d6 damage to them and to you. If they become aware of your presence in their mind, they may make an opposed check each night to try and push you out. They roll Concentration, and you roll Craft(Dreamweaving). If you get a higher result, they are unable to push you out. If they do push you out, you take 1d6 damage for every HD they have, and if they have divine ranks, 1d10 for every divine rank they have.
The Eternal Nightmare: When you are using your Night Visit power, you do not need to know anything about your targets, you must simply know they exist. So you could specify anything as vague as, "The 150 strongest members of the population of the village called Tyville". In addition, your targets get no save to resist sleepwalking, though they still get the save if you try to force them to kill themselves or someone they love. Finally, you immediately know someone's greatest desire and greatest fear just by physically looking at them.
Dreamscape: Once per day, you may travel through the world of dreams. You can use the epic spell Dreamscape as a supernatural ability 1/day.