Entity 42 - The Memory Worm
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An artist's depiction of The Memory Worm bearing down on a helpless victim.

HABITAT(S): Various


The Memory Worm is a colossal creature, bearing great similarity to the Frontrooms species Arenicola Marina. The worm exhibits a wide variety of metaphysical abilities, which it uses mainly for pursing its prey.

The entity's reality-warping abilities are highly potent, often causing wanderers near the worm to report intense and unnatural feelings of comfort or nostalgia, even by the standards of The Backrooms. This "passive effect" that the worm exudes likely exists to pacify its potential prey, in order to make consumption easier.

The mouth of the worm opens to reveal a vortex of razor-sharp teeth that seem to lead endlessly down its gullet. Victims caught in the worm's spell are almost always lured in, and quickly devoured.


Accounts of the Memory Worm's biology vary from telling to telling, as sightings of this creature are considered extremely rare, and survival of encounters are rarer still.

The worm is always described to be a mammoth of an entity, with an estimated size anywhere between 300-600 meters in length. While of impressive size, it typically has at least 3/4 of its body buried underground at any given point. It is thought to use this extra length for leverage while chasing its prey. With a girth of ~5 meters, its size is, overall, comparable to an extremely long subway or passenger train.

The exterior of the entity is composed of a dense, yet flexible, layer of hardened skin which is a disturbingly human shade of pink, unlike the normal off-brown color of regular worms. It is thought to be dry in texture, with visible cracks on its surface, and it provides the creature with what could be compared to natural armor. Conventional weaponry has been proven to be ineffective in piercing this hardened shell and dealing any meaningful damage, making combat with the entity extremely difficult. In addition, the worm's exterior layer has been known to "glitch" or "stutter" when its full body is in motion, which is assumed to be the combined effect of its titanic size and extremely low stability in local reality.

The mouth of the Memory Worm is most commonly described as a gaping maw, filled with razor-sharp teeth that make a spiral shape down its gullet. It has been observed that these teeth have the ability to rotate inside of the its mouth, allowing it to tear through prey like a chainsaw. Each tooth is around 16 inches in length, and extremely dense.

It should also be noted that the Memory Worm may have the ability to physically alter its bodily appearance. Some rare accounts of survivors describe the entity with drastically different features than what is most frequently observed during encounters. For a list of documented alterations, see the supplemental documents at the bottom of the article.


Heed not the call of The Devourer.

The beast of the disgraced bears only false truths, a distraction from our meager existence. The lecherous scourge shall not overcome our will — not with its Siren song, nor its unbridled fury.

Fear the spiraling abyss of lustful disorientation! Ne'er shall one live to see the day in which we slay the beast, but for that reason alone we must endure.

Brethren, even the cruelest of horrors still hold value, though imperceptible to most. We must perceive the beast's truth. We must learn from it not to dwell or contemplate upon that which is past, for living within our memories shall deprive us of the beauty of the now and the hope of the hereafter.

— Excerpt from το χαμένο βιβλίά του χώρου (to Chaméno Vivlíá tou Chórou), volume VI.

The Memory Worm is driven by one thing, and one thing only: its eternal hunger.

The entity is plagued by an insatiable starvation, its famishment only ever temporarily subdued by the constant consumption of memories. It has been observed feeding in many ways, frequently through the consumption of Memory Juice or by swallowing its human victims whole. However, it also seems to possess an extreme appetite for Memory Jars.1 This particular craving is so great that it will even stop a hunt if it senses any nearby. Currently, this is the only known way to reliably "lure" the Memory Worm to a given location, or to interrupt one of its rampages. Given the wide availability of Memory Jars across many circles, wanderers are advised to carry some on their person at all times as a distraction, in the unlikely event of a worm attack.

See attached file 1-A for more information on the Memory Worm's feeding habits.

Another of the worm's notable characteristics is that it possesses some semblance of sentient will. The entity has been shown to hold grudges against wanderers that harm or escape it, as evidenced by the attached interview.

Supplemental Documents:

Do's and Don'ts:


  • Slowly move away the moment you think you see it. It hunts primarily off of vibration and sound.
  • Pay heed to any strange underground rumblings you hear while in outdoor levels.
  • Use Memory Jars to distract the worm and make your escape.
  • Keep Almond Water on your person to prevent becoming entranced.


  • Approach the Memory Worm intentionally for any reason.
  • Fall for its illusions.
  • Linger within a location whilst experiencing feelings of unnatural nostalgia.

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