Entity 42 - "Memory Worm"
rating: +18+x

The memory worm.

Entity Number: 42

Habitats: Unknown


The Memory Worm is a large larvae-like creature with teeth along the inside of its mouth. The entity possesses metaphysical abilities that it uses in order to subdue and consume prey. This entity gave birth to several other creatures that roam the Backrooms, including Wormlings, Memory Facelings and the Splat. Its origin, and current habitat(s) are unknown.

Even before being effected by the abilities of the Memory Worm, survivors that are near or in the presence of it will feel a sense of nostalgia, and a "off-putting comfort that feels inappropriate".


The Memory Worm uses its metaphysical abilities to subdue prey using illusions. These illusions are based off the memories of those effected by it, and can do many things with them. This includes making the victim believe they are at home, making them believe the Memory Worm is actually a loved one, making them believe they are in a childhood location, etc. Either way, the Memory Worm will use this as an opportunity to consume the prey's entire body. The only known way to fight against these illusions is with Almond Water. although it takes an extensive amount of willpower and awareness to be able to do this.

Some reports of survivors of the Memory Worm claim it can alter memories. This is still being investigated.


The outer layer of skin on the Memory Worm is coarse and thick, but pliable enough to allow movement similar to that of a larvae. The teeth form a vortex leading to its stomach. Movement is slow and laborious, but also unnecessary. Another small opening in the back of the memory worm, similar in shape to an anus, is used as both a reproductive organ and a waste discarding system.

Once prey is consumed, the Memory Worm will "birth" the remains of the consumed human, which has the chance of becoming a new entity. It has been reported that all entities created by the Memory Worm have impressive metaphysical powers, and can take advantage of both their victim's memories and perception. The only entities confirmed to be created by the Memory Worm are the Wormlings, the Memory Facelings and the Splat.


No information is available at this time.

Interview Log 11/24/2019

The following is an interview between a M.E.G. officer and a man named Cole Jackson, who managed to escape an attack from the Memory Worm only days prior.

Begin Log: 04:09
Interviewer: M.E.G. Officer Uwe
Interviewee: Cole Jackson

M.E.G. Officer: Good morning, mister… Jackson. Are you feeling alright?

Jackson: I'm fine. Now at least. My minds' still pretty fucked up over what happened, but I'm calm right now.

M.E.G. Officer: Good. My name is Officer Uwe, of the Major Explorer Group. I just want you to know that you're safe here. Now, how long have you been in the Backrooms?

Jackson: (Jackson remains silent for a few moments) About… 5 to 6 months now.

M.E.G. Officer: I see. I won't ask further about that. Now, if you could, please tell us about the creature that you were attacked by.

Jackson: Yeah, so, the fucker was big. About the size of an oversized beach ball.., At least 7 feet long. Had these gnarly looking teeth.

M.E.G. Officer: What level were you on when this happened?

Jackson: I… I ain't got a clue… shit…

M.E.G. Officer: Understood. Now… We're you scared when you first saw it?

Jackson: (Jackson appears shocked at what the Officer asked) N-No! That's the scariest part… I felt so calm when I saw it. I was physically disgusted, don't get me wrong. I nearly puked at the damn thing. But my mind it… everything felt so… slow. And calm.

M.E.G. Officer: According to previous reports, some people felt a sense of nostalgia when they got near the Worm. Is this what you were feeling?

Jackson: Somethin' like that. But it was wrong. That… "worm". It gave off this off-putting comfort that felt totally inappropriate.

M.E.G. Officer: And when you got closer to it, what happened?

Jackson: (Jackson is silent)

M.E.G. Officer: Take your time.

Jackson: (After several minutes of silence, Jackson speaks) I saw my daughter.

M.E.G. Officer: (The Officer allows Jackson to speak)

Jackson: It became… my daughter… I saw my little girl, right there. I wanted to run up and hug her but I was just frozen in shock. I thought I started cryin'.

M.E.G. Officer: You thought you started crying?

Jackson: Yeah. But it turns out I was too dehydrated to even cry at all, haha… Fluid from the pipes above me fell into m' eyes. Snapped me right out of whatever the fuck that monster was doing.

M.E.G. Officer: Sounds like an Almond Water pipe. You're lucky you were beneath one.

Jackson: 'That so? Well shit, I may have been better off eaten by that freak. Heh, happy little accident, right?

M.E.G. Officer: I suppose so. Thank you for your cooperation, Mr. Jackson. You may leave now, this interview is over.

Jackson: …can I stay a little longer?

Summary: Jackson was taken into M.E.G. medical care to help him recover psychologically, and has been kept under thorough watch. We now know that Almond Water can help alleviate the effects of the Memory Worm.

End Log: 04:31

Do's and Don'ts:


  • Run away the moment you think you see it
  • Consume a bottle of Almond Water if you are effected by it


  • Approach the Memory Worm
  • Fall for its illusions
  • Explore around if you suddenly feel nostalgia

Unless otherwise stated, the content of this page is licensed under Creative Commons Attribution-ShareAlike 3.0 License