monster's handbook: a sourcebook for creating and customizing d20 system monsters (legends...

Requires the use of theDungeons & Dragons® Player's Handbook,

Third Edition, published by Wizards of the Coast®

TM

Monster’ s Handbook

Credits

LEAD DEVELOPER

Wil Upchurch

MANAGING DEVELOPER

Greg Benage

WRITING

Mike Mearls

INTERIOR ILLUSTRATIONS

Andy Brase, Mitch Cotie, David Griffith, Eric Lofgren, Hian Rodriguez, Tyler Walpole

GRAPHIC & COVER DESIGN

Brian Schomburg

EDITING

Greg Benage & Wil Upchurch

ART DIRECTION

Wil Upchurch

LAYOUT

Wil Upchurch

PUBLISHER

Christian T. Petersen

PRINTING

Bang Printing

FANTASY FLIGHT GAMES1975 W. County Rd. B2

Roseville, MN 55113

651.639.1905

www.fantasyflightgames.com

‘d20 System’ and the ‘d20 System’ logo are Trademarks owned by

Wizards of the Coast and are used according to the terms of the d20

System License version 1.0. A copy of this License can be found at

www.wizards.com.

Dungeons & Dragons® and Wizards of the Coast® are Registered

Trademarks of Wizards of the Coast and are used with permission.


Contents

CHAPTER ONE

Modifying Monsters 5

CHAPTER TWO

Monster Tactics 21

CHAPTER THREE

Aberrations 25

CHAPTER FOUR

Dragons 41

CHAPTER FIVE

Elementals 59

CHAPTER SIX

Fey 76

CHAPTER SEVEN

Giants 91

CHAPTER EIGHT

Humanoids & Monstrous Humanoids 107

CHAPTER NINE

Outsiders 123

CHAPTER TEN

Shapechangers 139

CHAPTER ELEVEN

Undead 154

BONUS CHAPTER

Magical Beasts found at www.fantasyflightgames.com

IntroductionI’m excited about the Monsters Handbook forseveral reasons. First, I think it’s about timemonsters got what was coming to them....and Idon’t mean more ways for PCs to kill them. Itwas interesting to work on this book in the mid-dle of doing the Path series of characterresource books because that is essentially whatthis tome is, a resource book for monsters.

Sometimes even the most interesting and chal-lenging monsters become a bit mundane afteryears of adventuring, and one can only stock aworld with so many before the menagerie startsto become absurd. This book is also a handyguide to creating mutations or new types of anold monster, which can have many campaignimplications or be used to launch exploratoryadventures. Part of the reason we develop prod-ucts for the d20 System is to give players andDMs a fresh new experience, and this source-book is the perfect way to enhance any d20System game.

Wil UpchurchFantasy Flight, Inc.

WelcomeFantasy Flight Games is pleased to presentMonster’s Handbook, the eighth volume in ourLegends & Lairs line of sourcebooks for thed20 System. Monster’s Handbook contains aplethora of new classes, feats, templates, andoptions for d20 System monsters.

Chapter 1 lays down the basics of this book. Itprovides rules for modifying existing d20System creatures, and taken to its extreme couldbe used as a guide for creating entirely new andappropriate challenges for a party of any level.In addition, Chapter 1 includes an extensive listof special abilities that you can add to new or oldmonsters. Complete rules cover the effects ofadding new abilities to a monster on CR andother game statistics. Rules and guidelines alsodescribe how to create special abilities based onspells, common monster features such as poisonand psionics, class abilities, and other sources.

Chapter 2 discusses monster tactics. It presentscombinations of skills and feats that may gooverlooked by players but are great resources formonsters. It presents many common feats andexplains why some make good choices for mon-sters and others are less than optimal. Includedin Chapter 2 is an extensive discussion of chal-lenge ratings and encounter levels, with guide-lines for how to create CRs based on the charac-ters’ abilities and why not all CRs are createdequal. A section on ELs covers the best way toproduce challenging encounters and why some-times two encounters with the same EL can havewildly different effects on an adventure.

Chapters 3 through 11 are the meat of thisbook. Each covers a specific monster subtype,from aberration to undead. Each creature typeis given tactics, new feats, new special abilities,prestige classes, templates, and a sample crea-ture created using the rules from this book.After creating a creature in Chapter 1, flip tothe appropriate chapter for its monster type andcustomize its feats and skills while granting it afew more special abilities.

The Open Game License

Monster’s Handbook is published under theterms of the Open Game License and the d20System Trademark License. The OGL allowsus to use the d20 System core rules and to pub-lish gaming material derived from those rules.

Material that is strictly rules related is OpenContent.

Not everything in this book is Open Content,however. The names of races, feats, skills,equipment, spells, magic items, and rulesderived from the d20 SRD are designated asOpen Content. Descriptive text, unless other-wise noted, is closed content and cannot berepublished, copied, or distributed without theconsent of Fantasy Flight Games.

All illustrations, pictures, and diagrams in thisbook are Product Identity and the property ofFantasy Flight Games, © 2002.

The Open Game License is printed in its entire-ty at the end of this book. For further informa-tion, please visit the Open Gaming Foundationwebsite at www.opengamingfoundation.org.

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IntroductionIn the course of running an adventure, have youever witnessed an exchange like this:

DM: Around the corner comes a large, six-legged animal that looks a bit like a panther.Tentacles sprout from its shoulders, and itsnarls as it notices your presence. Roll for ini-tiative.

Player: Oh, a displacer beast. Bob, don’t wasteany magic missiles on it. It has an ability thatmay make them miss.

Part of the fun in fantasy roleplaying games isthe sense of mystery that comes from exploringstrange vistas, uncovering lost secrets, and bat-tling strange monsters. Everyone fondlyremembers their first dungeon, when an orc ora goblin was a strange, fearsome beast andthere was always a sense that a terrible, fear-some monster could lurk around any corner.

But then, as time goes by and one dungeonfades into the next, that sense of mystery slow-ly withers. We take on dragons, lichs, vam-

pires, and worse. We learn that a quick fireballis all it takes to drive away any doubt that orcsare nothing more than cannon fodder. Monstersstop being quite so monstrous.

Well, not any more. The Monster’s Handbookis designed to supercharge the creatures in yourgame. The rules presented here allow you toquickly and easily take existing creatures andgrant them new abilities. Two-headed dragons,100-foot-tall giants, winged serpents that spitlightning bolts, and more are all possible withthis system.

With the Monster’s Handbook, you need neverworry again about using stale, dull monsters inyour game. You literally hold in your hands abook that contains a limitless supply of newmonsters with which to challenge your players.The next time your players head down into adungeon, they will not know what hit them.And best of all, unless you give them yournotes, they never will.

The following section gives an overview ofcommon abilities that can be granted to mon-sters of all types, including special abilities,movement, defense, and attacks.

CHAPTER ONE

Modifying

Monsters

5

Special

AbilitiesSpecial abilities cover a wide range of magicaland mundane talents available to creatures.From a medusa’s petrifying gaze to a devil’simmunity to fire, any ability that grants a crea-ture additional powers not normally availableto a character class counts as a special ability.

Overview

All special abilities are given a challenge ratingvalue based on the powers and capabilities theygrant a creature. This CR value is expressed intwo different ways. Some abilities have relativeCR values, while others have absolute CP(challenge point) values. Granting new abilitiesto a monster increases the creature’s CR. Thisincrease is determined by the CR value of theability.

Relative CR

Relative CR values apply to abilities that havethe same game effect whether they are placedon a very powerful or very weak creature. Anability that allows a creature to cast magic mis-sile as a 1st-level sorcerer deals the same dam-age if either a goblin or titan uses it. However,a goblin gains a lot more use from the ability,since magic missile is more dependable anddeals almost as much damage as its normalattack. A titan, on the other hand, would rarelyever find a use for it. Its innate abilities over-

shadow a mere magic missile, especially oneused at caster level 1. Thus, the goblin’s CR

would increase if it were given that ability, butthe titan’s would not.

By the same token, the ability to cast implosionas a 20th-level sorcerer is somewhat handy fora titan. As a 9th-level spell, implosion is a goodoption in combat even with its other abilities.On the other hand, giving this ability to a gob-lin radically increases its power. One such crea-ture could easily destroy an entire party ofadventurers. Thus, the goblin with implosionmay still have a lower CR than a titan grantedthe same spell, but the goblin’s CR goes upmuch more relative to how much the titan’s CRincreases. Compared to a goblin with the abili-ty to cast magic missile, the goblin’s CR goesup far more.

Relative CRs allow you to design and use spe-cial abilities whose utility is determined in rela-tion to the power of the creature that gains it.When determining the CR cost of these abili-ties, treat the relative CR ability and the basecreature as two separate monsters pairedtogether in an encounter. The EL of such anencounter is the creature’s new base CR. Thiscan be determined by looking under“Challenge Ratings and Encounter Levels” inthe DMG.

Only the three most powerful relative CR abil-ities normally count towards a creature’s CR.Any remaining abilities that do not have a costequal to any of the three strongest are ignoredwhen determining a creature’s CR. Note that asa DM, you must exercise judgement in loadingup additional abilities. As a rule of thumb,never add more than three free abilities in thismanner.

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About Monsters and Challenge Ratings

Building monsters with this book allows you to add a lot of variety to your game, but new powersoften come at the expense of a higher challenge rating. As with all challenge ratings in the d20System, what one party may find extremely difficult another may easily defeat. DMs should be care-ful to tailor each creature or new ability to his party. For example, a demon that gains the ability tobreathe fire is not much more challenging to a party of characters who all have fire resistance, but aparty with no mage might find itself much more vulnerable to such a creature. The CR modifiers pre-sented below are guidelines for increasing the CR of a creature against a standard party, and shouldalways be compared with the challenges the creature will face when it comes up against a specificgroup of adventurers.

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Challenge Points

Abilities with a CP cost increase a creature’spower regardless of its power level. The abilityto fly improves any creature’s abilities, from amere kobold to a towering frost giant. Whengranting these abilities to a creature, total thenet worth of its CP abilities, divide by 100, andround decimals less than .5 down, those .5 orhigher up. Add the total result to the creature’sCR. So, a creature that adds 275 CP worth ofabilities would increase its CR by 3.(275/100=2.75, rounded up to 3).

Using Multiple Abilities

If you add more than one ability to a creature,follow these steps to determine its CR.

1. Relative CRs: Add these abilities first bytreating them as multiple creatures teamed upwith the monster’s base CR in an encounter.The total EL is the creature’s new CR asdescribed above.

2. Absolute CRs: Total the CP cost of theseabilities and divide the total by 100, roundingas appropriate. Add the result to the creature’sCR from step 1, rounding down after complet-ing all additions. This is the creature’s new CR.

Adding New Abilities to

Creatures

Stacking new abilities onto existing creatures isa good way to surprise and challenge your PCsin new and interesting ways. You could, forexample, grant a giant the ability to cast light-ning bolt or create a race of arctic orcs who areimmune to cold and deal frost damage with atouch attack.

The process of adding new abilities almostexactly follows the guidelines given above fordetermining the total CR modifier. Use steps 1and 2 as normal. Choose the abilities you wishto grant a creature and determine the totalincrease to its CR.

New Ability

DescriptionsThe abilities available to monsters are orga-nized into several categories for ease ofreference. These categories are:

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Increased CRs and Hit Dice

To keep a creature balanced, you should almost always grant it additional HD as its CR increases.The creature’s increased CR means it must have the ability to face off against more powerful adven-turers than before. Thus, it needs more hit points, skills, and feats to support its new special abilityand make it a viable opponent. In the case of a creature with many dangerous special abilities, likethe ogre mage, it may be appropriate to keep its HD low since the creature can challenge the partywhile avoiding damage and combat.

As a general rule, for every one point the creature’s CR increases, grant it two additional HD as perthe standard rules for advancing a creature. Do not increase the monster’s size based on these CRincreases. Under this system, only the size increment special ability may change a creature’s size.

Some special abilities alter a creature’s type. For example, granting an animal the ability to teleportturns it into a magical beast. In this case, keep the creature’s base stats the same. When giving it addi-tional HD, use the rules for granting a creature of its new type more HD. Thus, an animal given ateleport ability gains more HD as if it were a magical beast. Its base HD remain the same. It gainsbonuses to its base attack, new feats, and other features based solely on its extra HD. Do not add inits starting HD when determining these bonuses. Creatures that remain the same type, on the otherhand, use their full HD when computing these bonuses. Even if the two creature types use the samebase hit die, keep them separate when determining the base attack bonus and feats gained for addingHD of the new creature type.

The table on the next page summarizes the effects of giving the various creature types additional HD.

Spell-Like Abilities: These special traits allfunction exactly like spells. The creature has acaster level that corresponds to a characterclass, such as druid, cleric, sorcerer, or wizard.This class also determines which attributeplays a role in determining the spell-like abili-ty’s save DC.

Magical Abilities: Using spells as a base,

supernatural abilities are constant effects orother magical talents that mimic spells but arenot activated like a spell-like ability. Some ofthese talents may even be naturally occurring,even though they have the same effects as aspell.

Defenses: These abilities prevent damage bymethods other than increasing the creature’s

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Effects of Additional HD

Type Hit Die Attack Bonus Good Saves Skill Points FeatsAberration d8 HD x 3/4 Will 2/HD 1/4 HDAnimal d8 HD x 3/4 Fort, Ref None NoneBeast d10 HD x 3/4 Fort, Ref 1/HD NoneConstruct d10 HD x 3/4 None None NoneDragon d12 HD x 1 All 6+Int mod/HD 1/4 HDElemental d8 HD x 3/4 Ref or Fort 2/HD 1/4 HDFey d6 HD x 1/2 Ref, Will 2/HD 1/4 HDGiant d8 HD x 3/4 Fort 1/HD 1/4 HDHumanoid d8 HD x 3/4 As creature 1/HD 1/4 HDMagical Beast d10 HD x 1 Fort, Ref 1/HD 1/4 HDMnst Hmnd d8 HD x 1 Ref, Will 2/HD 1/4 HDOoze d10 HD x 3/4 None None BlindsightOutsider d8 HD x 1 All 8+Int mod/HD 1/4 HDPlant d8 HD x 3/4 Fort None NoneShapechanger d8 HD x 3/4 All 1/HD 1/4 HDVermin d8 HD x 3/4 Fort None NoneUndead d12 HD x 1/2 Will 2/HD 1/4 HD

Good Save: Saving throws use either the good or bad progressions listed below. In the case ofhumanoids and elementals, subtract the base creature’s save modifiers to determine which ones itcounts as good or bad based on its HD. For HD beyond 20, note the patterns for both good and badsaves. A good save repeats a value twice before increasing by one, while a bad one repeats it threetimes except at 1 or 2 HD.

Hit Dice Good Save Bad Save Hit Dice Good Save Bad Save1 +2 +0 11 +7 +32 +3 +0 12 +8 +43 +3 +1 13 +8 +44 +4 +1 14 +9 +45 +4 +1 15 +9 +56 +5 +2 16 +10 +57 +5 +2 17 +10 +58 +6 +2 18 +11 +69 +6 +3 19 +11 +610 +7 +3 20 +12 +6

Skill Points: A creature gains the listed skill points with each additional Hit Die. Unless otherwisenoted, it may spend these ranks on any non-exclusive skill.

Feats: Creatures may select any feat for which they possess the prerequisites. For creatures that cangain feats, divide the total additional HD by four and round down to determine the number of featsthey receive.

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AC. Damage reduction, immunities, and resis-tances fall into this category.

Movement Abilities: Alternate methods ofmovement that cover such abilities as flight,burrowing, and climbing.

Special Attacks: Any offensive ability thatdoes not fit into the above categories.

Special Qualities: Any ability that fails to fitthe other categories.

Spell-Like Abilities

Built using arcane and divine spells as a basefor their mechanics, these abilities form thebulk of the new qualities you can add to a crea-ture. While on the surface it may seem dull tosimply give an orc the ability to cast magic mis-sile, normally you use the spell’s mechanics asa baseline for creating a new supernatural tal-ent. The actual description of the in-gameeffects does not have to match the spell, andcan take on almost any form you can think ofas long as it follows the spell’s mechanics.

Building Spell-Like Abilities

Most spells have a relative CR cost. Low-levelspells rarely offer much utility to powerfulcreatures, while high-level ones are so power-ful compared to a weak creature that such amonster becomes a walking delivery systemfor the spell’s effects.

To make the math in this section simpler and tomake the system more precise, the values usedto calculate a relative CR are expressed in unitsof challenge points (CP), where 100 CP equalsa relative CR cost of 1.

Pick a spell you wish to grant a creature. Lookup the spell’s description and check what levelsthe spell is given for the various spellcastingclasses. Determine the ability’s spell level byfinding the lowest level at which a class gainsthe spell. For example, heal would count as a6th-level spell because it is on the cleric’s list atthat level, even though druids do not get it until7th. The base point cost for spell-like abilitiesis given in the chart on the following page. Nospell may cost less than 50 CP.

Next, determine the ability’s caster level. Anability’s starting caster level is the minimumcaster level necessary to cast the spell, from

whichever class gets the spell earliest. You canchoose any casting class to use the spell, evenone that does not normally have that spell on itslist or cannot use the spell at the caster level.The class you choose determines which ability,Intelligence (wizard), Wisdom (cleric, druid,paladin, ranger), or Charisma (bard, sorcerer),modifies the spell’s save DC, but has no othereffect. Even though a sorcerer cannot use fire-ball at 5th level, a monster can and should usethat spell as a 5th-level sorcerer if its Charismais higher than its Intelligence or Wisdom. Thesaving throw DC to resist the spell-like abilityis 10 + the spell’s level + the casting class’s rel-evant ability modifier.

You can increase the caster level to make thespell more powerful. Raising the caster level byone for a spell that damages or directly affectsothers (such as fireball or hold person) costs 30points. A spell that is useful in combat but doesnot directly affect others (invisibility) costs 20points to raise, and spells that are not useful incombat (change self) cost 10 points. By thesame token, you can reduce the caster level byone in order to cut the ability’s point cost by 20.You can never reduce the caster level tobelow 1, and the cost for an ability cannever be reduced to less than 50 CP.

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Table 1–1: Spell-Like

Abilities

Spell Level Base Cost1 502 1003 2004 4005 6006 8007 10008 12009 1400

Modifiers CostDamaging/incapacitating spell +0Non-damaging but useful in combat –100Useless in combat –200Usable 3 times per day +0Usable at will +100Usable 1 time per day –100+1 caster level var–1 caster level varNo save (damaging/combat only) +200

A base spell-like ability is usable three timesper day. You can make an ability usable at will,meaning there is no cap on the number of timesa monster can use it, by increasing the spell’scost by 100. On the other hand, you can reducethe ability’s cost by 100 by making it usableonly once per day.

Spells that can damage the creature’s oppo-nents are, obviously enough, much more usefulthan ones that allow it to detect magic or flyover walls. Spells that are useful in combat butdo not directly deal damage or incapacitatecharacters receive a –100 modifier to their basecosts. Spells that are not useful at all in combatreceive a –200 modifier to their base costs.Obviously, this step is a bit of a judgement call.If you plan to use the creature in your homecampaign, consider how it uses the spell anduse that to guide you. Generally speaking,defensive spells and those that grant bonuses toattack rolls or additional attacks qualify for the–100 modifier. Detection spells and most illu-sions qualify for the –200 modifier.

Damaging and offensive spells that do notallow a saving throw incur a +200 point modi-fier to their cost. These abilities are much more

reliable against characters than other spells.

Features created in this manner follow all thestandard rules for spell-like abilities. They canbe dispelled, have a caster level, do not work inareas of dead magic, and require Concentrationchecks to use if the creature takes damagewhile casting.

No modifier can reduce a spell’s cost below 50.When determining an ability’s final cost applyany negative modifiers first, reducing the abil-ity’s cost to no less than 50. Then, add any pos-itive modifiers. Once these modifiers are com-plete, divide the total point cost by 100, round-ing any decimals below .5 down and anythingelse up. If an ability costs exactly 50 points, itcounts as relative CR 1/2.

Spell-Like Abilities Summary

Table 1–1 summarize the relative CP costs fora variety of spell-like effects. It also summa-rizes the modifiers and options for spell-likeabilities.

Example: Imp of the 3rd Circle

So, I’ve been harrying my players with all sortsof nasty creatures from the frozen layer of theunderworld, and I now want to confront themwith the imp who is behind the whole plot.Since this imp is from a frozen plane, I want togive it an ability that mirrors this. I decide togive it the ability to cast cone of cold threetimes per day, thinking this will throw a bit offear into my players. Cone of cold is a 5th-levelspell that deals damage, so it costs 600 chal-lenge points to add it to my imp. Luckily this isa relative CR cost, so it won’t raise his CR bytoo much. This being the case, maybe I’ll makeit a breath weapon later on. He’ll cast the spellas a 9th-level wizard, and it will have a saveDC of 15 (10 + Int modifier + spell level).

Magical Abilities

Any talent that uses a spell as a base for its ruleeffects but does not count as a spell-like effectqualifies as a magical ability. Things like amedusa’s petrifying gaze fall into this category.The result of the medusa’s attack copies a spell,but she only needs to look upon a foe, ratherthan cast a spell, to use it.

Magical abilities have relative CR costs. Todetermine a magical ability’s cost, use the sameprocess as outlined for spell-like abilities abovewith two extra steps. Magical abilities can have

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their save DCs reduced or increased and theymust have a delivery method, such as a gazeattack, a ray, touch, or perhaps the ability isconstantly in effect. Calculate a spell-like abil-ity’s point value but do not convert it to its rel-ative CR cost. Instead, note the total and pro-ceed to the following steps.

A magical ability has a +100 point modifiersimply because it is more versatile and robustthan a spell-like ability. These abilities allcount as supernatural effects. Since supernatur-al effects are magical in nature, they are nulli-fied by areas of dead magic. However, they donot provoke attacks of opportunity, neverrequire Concentration checks to use properly,and are not subject to spell resistance.

For each point you reduce the ability’s saveDC, drop the ability’s point cost by 50. By thesame token, you can increase its save DC byone point for a cost of 75. Point values for abil-ities that do not require a save cannot be modi-fied in this manner. Note that the base save DCfor a spell-like ability is equal to 10 + spelllevel + ability modifier.

You must now determine how the ability oper-ates. The following list outlines your options:

Standard Effect: This option merely dupli-cates the spell’s standard methods of operation.For example, you may choose to use cone ofcold as the basis for an ice lizard’s freezing,cone-shaped breath weapon. Since this dupli-cates the spell’s normal effects, this option hasno CR modifier.

Constant Effect: The ability constantly oper-ates, essentially changing the spell’s duration toinfinite. Spells that have an instantaneous dura-tion cannot be given this effect, nor can thosethat have a duration expressed in rounds.Increase the ability’s cost by 200.

Cone Effect: The effect covers a cone-shapedarea when used. The cone’s length is 25 ft. + 5ft./2 caster levels. Increase the ability’s cost by100.

Free Action: The ability is activated as a freeaction. This trait may be chosen in conjunctionwith the other use modes listed here. Thisoption costs 250 points.

Gaze Attack: A gaze attack affects everythingwithin 30 ft. of the creature’s line of sight. Anyability may be given this effect by increasingits cost by 200. The spell now functions as a

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targeted effect against creatures that meet thecreature’s gaze. Spells that cause hit points ofdamage cannot be given this effect, but thosethat cause death effects, paralysis, confusion,and other states may gain it.

Radius: An effect with this trait works as anemanation in a 30-foot radius around the crea-ture for a cost of 100 points. It may be convert-ed to a burst effect that may be centered up to200 feet from the creature for an extra 50 pointcost, making the total +150.

Ray Attack: A ray requires a ranged touchattack against a target. The spell effect mayonly harm one creature, and the creature mustmake an attack roll for the ability to function.The point modifier for this option is +50. Theray has a range of 100 ft. + 10 ft./caster level.

Standard Attack: The creature must hit itsopponent in melee for this ability to take effect.Reduce the CP cost of the ability by 100. If youwish to apply the spell effect to more than oneattack, pay half the ability’s total cost for eachadditional attack beyond the first. For example, acreature with eight tentacle attacks gains a para-lyze ability worth 400 points. This ability appliesonly to one tentacle attack. It can add this abilityto more tentacles by paying 200 points for eachadditional tentacle granted the attack.

Touch Attack: The creature must hit its oppo-nent in melee with a touch attack. The CR mod-

ifier for this option is +50 points.

Specific Abilities

The magical abilities category covers a muchwider range of powers than it may seem to atfirst glance. Here is a brief run down of com-mon abilities that are covered by this category.

Breath Weapons: Choose a spell that has theappropriate damage type, give it a high enoughcaster level to deal appropriate damage, thenapply it as a cone or ray attack to a creature.

Paralysis: Hold person or hold monster coverthese attacks. Simply modify the save DC tobring its CR low enough for a creature’s usesand apply it with a touch or standard attack.

Disease: A creature capable of inflicting dis-eases should use contagion as its base abilitywith a modified DC and coupled with a stan-dard attack.

The Imp of the 3rd Circle Continued

I think the imp should use his cone of cold as abreath weapon, which would make it moreeffective in combat. Since the imp isn’t a hugechallenge, though, I think I’ll reduce the saveDC to 11, making the ability less deadly but stilljust as scary. So, I’m adding 100 challengepoints to the ability’s cost for making it magical,but I get a 200 point reduction for dropping thesave DC by 4. So, the final cost for adding thisability is 500 challenge points. I’m not going tocalculate the imp’s final CR just yet, though, asI may want to add some other abilities.

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Magical Ability Modifiers Summary

Effect ModifierBase supernatural effect +100Save DC –1 –50Save DC +1 +75Standard effect +0Constant effect +200Cone effect +100Free action +250Gaze attack +200Radius +100/+150Ray attack +50Standard attack –100Additional standard attacks + half cost/attackTouch attack +50

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Defensive Abilities

This broad category covers damage reduction,spell resistance, turn resistance, immunities,natural armor, regeneration, fast healing, andother factors that prevent or repair damage.Defensive abilities are categorized as supernat-ural (Su), extraordinary (Ex), or spell-like (Sp)in their titles.

Cold Subtype (Ex): A creature with the coldsubtype takes no damage from cold but doubledamage from fire attacks on a failed save.

Relative Cost: NA; Absolute Cost: 25 CP;Prerequisite: None.

Damage Immunity (Ex): This ability allows acreature to ignore or take less damage from aspecific type of attack, either bludgeoning,piercing, or slashing. A creature can buy immu-nity to one attack type for 100 CP or take halfdamage from two types for 50 CP.

Relative Cost: NA; Absolute Cost: 100 or 50CP; Prerequisite: None.

Damage Reduction (Su): The table belowsummarizes the various relative CR costs forvarious levels of DR.

DR Relative CR Cost15/silver 210/+1 315/+1 415/+2 620/+2 820/+3 1025/+3 1130/+3 1235/+3 13

Energy Immunity (Ex): A creature may gainimmunity to one of the following energy types:acid, cold, electricity, fire, and sonic. Eachimmunity type has an absolute CP cost of 100.


Energy Resistance (Ex): This ability allows acreature to reduce the damage it takes fromspecific sources. Energy resistance has anabsolute CR cost based on its value. You maygrant monsters immunity to acid, cold, electric-ity, fire, and sonic damage

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Resistance Level CP Cost5 1510 2520 50

Fast Healing (Ex): This ability allows a crea-ture to regain hit points each round through nat-ural healing. This ability costs 100 CP, whichgives the creature fast healing 1. Additionalpoints of healing can be purchased for 25 CPper point.

Relative Cost: NA; Absolute Cost: 100 CP/25CP; Prerequisite: None.

Fire Subtype (Ex): A creature with the firesubtype takes no damage from fire but doubledamage from cold attacks on a failed save.


Natural Armor Bonus (Ex): A thick skin,tough hide, or hardened shell grants a creaturea bonus to AC. Creatures that can wear normalsuits of armor pay a +1 relative CR cost forevery 1 point of natural armor they have. Other

creatures gain natural armor equal to theirCR for free and pay +1 relative for every 2

additional points of natural armor. Thus, a +4bonus costs a relative CR of 4 for a creaturethat wears armor. A CR 6 creature that cannotnormally wear armor gains +6 natural armorfor free, and gains an additional +4 for a rela-tive CR cost of 4.

Relative Cost: See description; Absolute Cost:NA; Prerequisite: None.

Regeneration (Ex): A creature with this abilitytreats injuries as subdual damage which it canthen quickly heal. This ability costs 100 CP,which gives the creature regeneration 1.Additional points of regeneration can be pur-chased for 25 CP per point. In addition, whenchoosing this ability you must select two energytypes that the creature cannot regenerate fromthe following list: acid, cold, electricity, and fire.Creatures that are immune to subdual damage,such as undead, should not be given this ability!


Spell Resistance (Ex): Spell resistance has anabsolute CR cost determined by its total value.Purchasing a base spell resistance of 11+thecreature’s base CR costs 200 CP. Increasing thevalue of the SR costs 50 CP per point.


Turn Resistance (Ex): This ability is availableonly to undead creatures. They add their turnresistance value to their HD when determiningif a cleric’s turning attempt affects them. Each+2 turn resistance is worth 50 CP.

Relative Cost: NA; Absolute Cost: 50 CP/+2turn resistance; Prerequisite: None.

Imp of the 3rd Circle Continued

I think I’ll give this imp the Cold subtype,which at 25 challenge points is a bargain, espe-cially considering the imp’s natural fire resis-tance. The addition makes sense given thisimp’s special home plane.

Movement

A monster needs to move if it wants to threatenthe puny adventurers that threaten its lair. Thefollowing movement types are available to allcreatures.

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Base Movement: All creatures have a basemovement of 30 feet. Increasing this move-ment rate by 10 feet has a CP cost of 50.

Relative Cost: NA; Absolute Cost: 50 CP/10 ft.;Prerequisite: None.

Burrow: Creatures may burrow at up to halftheir standard speed. The base cost for this abil-ity is 50 CP. Each additional 10 feet of speed inthis particular mode costs another 50 CP.

Relative Cost: NA; Absolute Cost: See above;Prerequisite: None.

Climb: Creatures with this ability can movealong walls and ceilings at a rate equal to halftheir standard speed. The base cost for this abil-ity is 50 CP. Each additional 10 feet of speed inthis particular mode costs another 50 CP.


Fly: A creature may gain the ability to fly withan average maneuverability class for 100 CP.The base speed for flight equals 1.5 times thecreature’s standard speed. Each additional 20ft. of flying speed costs 50 CP. You canincrease the creature’s maneuverability classfor 50 CP or decrease it and reduce the cost ofthis ability by 25 CP.


Swim: Creatures with this movement abilitycan breathe underwater. They swim at a speedequal to their standard movement rate. Thebase cost for this ability is 50 CP. Each addi-tional 10 feet of speed in this particular modecosts an additional 50 CP.


Special Attacks

This category covers a wide variety of abilitiesthat allow a monster to deal damage against itsfoes. Many of these abilities can be modeledusing magical abilities as described above.Breath weapons, petrifying attacks, fear-basedeffects, and others can all be modeled usingspells as their base. Instead, this section focus-es on specific attack types, such as improvedgrab, constriction, and others.

Ability Damage (Su): Creatures with this spe-cial attack can cause temporary or permanentability score damage. Pick an ability score youwant the creature to injure and a range of dam-age from the table above. A creature may takethis ability multiple times to damage more thanone score with an attack, but each abilitycounts separately for purposes of determiningits CR value.


Constrict (Ex): A creature with this abilitymay deal crushing damage after making a suc-cessful grapple check. This damage equalseither the creature’s slam or claw attack dam-age (whichever is higher) or is based on itssize. This ability has a CP cost of 100.

Size Constrict DamageMedium-size 1d6Large 1d8Huge 2d6Gargantuan 2d8Colossal 4d6

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisite: Medium-size or larger.

Energy Drain (Su): This feared ability grantsnegative levels to opponents the monsterstrikes with its natural attacks in melee.The Fortitude DC to remove a negative

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Ability Damage Cost

Temporary Damage Permanent Damage CP Cost1d4 1d2 501d6 1d3 1001d8 1d4 150

level is 10 + 1/2 the creature’s HD + itsCharisma modifier. This ability costs 100 CP ifit drains one level per hit, or 300 CP if it drainstwo levels per hit. This ability must be boughtseparately for each attack to which it applies.

Relative Cost: NA; Absolute Cost: 100 CP or300 CP; Prerequisite: None.

Improved Grab (Ex): The creature gains theimproved grab special attack as per the cored20 System monster rules.

Relative Cost: NA; Absolute Cost: 50 CP;Prerequisite: Size Small or greater.

Poison (Ex): The bane of many an adventurer,poison is not an attack of its own but is insteadadded to other attacks to make them more dan-gerous. Each time you purchase this ability,you may add poison damage to any one of thecreature’s attacks. So, if you wish to make botha creature’s claws poisonous, you must pur-chase this ability twice.

Poison has an absolute CR cost determined bythe type of poison used. See the table above.When you choose this ability, pick an abilityscore the poison damages.

Rend (Ex): Creatures with this ability can tearapart their enemies, ripping them limb fromlimb. If the creature hits with both its clawattacks, it immediately deals additional damageequal to twice its claw damage. This multiplierworks just like a critical hit.

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisite: Two claw attacks, Medium-sizeor larger.

Second Head (Ex): A creature with a secondhead may take the Multidexterity feat in order

to make attacks with its off-hand withoutpenalty and at its full Strength bonus todamage. In addition, it gains a +4 bonus to

Spot and Listen checks.


Squeeze (Ex): A creature with this specialattack can use its claws, pincers, or other limbsto automatically inflict damage against crea-tures that it grapples. If it holds a creature,attacks with such limbs automatically hit anddeal normal damage. Furthermore, it may useits secondary attacks, if any, without the stan-dard –5 penalty.

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisite: Improved Grab.

Swallow Whole (Ex): This feared attackallows a creature to swallow a grabbed oppo-nent with a successful grapple check. The swal-lowed opponent takes 2d6 points of damage +the creature’s Strength modifier each roundplus acid damage equal to the creature’sStrength modifier.

In order to escape, a swallowed foe must dealdamage with a slashing weapon that totals one-quarter of the creature’s maximum hit points. Itmust hit the creature’s flat-footed AC in orderto deal damage in this way. A monster canswallow foes who are two size categoriessmaller than it is, and may hold two creaturesof that size in its gullet at once. For each sizecategory smaller the victim is, double the num-ber of creatures the swallowing monster canhold.

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisite: Improved Grab.

Trample (Ex): Very large creatures can usetheir bulk and weight to smash their enemiesunderfoot. A trampling creature uses a standardaction to move over a foe at least one size cat-egory smaller than itself. The trampler dealsbludgeoning damage equal to the slam damage

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Poison Cost

Initial Damage Secondary Damage Fort DC CP Cost1d3 1d3 11 501d4 1d4 15 1001d6 1d6 18 1501d8 1d8 26 2002d6 2d6 36 400

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inflicted by a creature of its size. Trampledcreatures may take attacks of opportunity ormay attempt a Reflex save (DC 10 + 1/2 tram-pler’s HD + trampler’s Strength modifier) forhalf damage. A creature may trample as manyfoes as it can move over in a round.

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisite: Size Large or greater.

Web (Ex): A creature with this ability canquickly create a web and catch its enemies with-in it. It may use this ability six times per day tomake an attack as if with a net. It has a maxi-mum range of 50 feet and a range increment of10 feet. The web is effective against targets ofup to the creature’s size. The web traps its vic-tim in place, allowing no movement.

A trapped creature can escape with an EscapeArtist check (DC 20) or a Strength check (DC26). The web has six hit points and takes dou-ble damage from fire.

A creature may gain two additional uses of thisability for 25 CP, with no limit on the total usesit may receive.


Web Sheet (Ex): A web-producing creaturecan also create sheets of nearly invisible, stickywebbing. These sheets may range from 5 to 60feet square. Noticing a sheet requires a Spotcheck (DC 20). Creatures that blunder into theweb suffer as if hit by a web attack (see above).A creature attempting to escape receives a +5bonus to checks if it can anchor itself againstthe floor while pulling free.

Relative Cost: NA; Absolute Cost: 50 CP;Prerequisite: Web ability.

Special Qualities

A few special abilities do not fall into any ofthe categories described above. These fewtypes are listed here.

Ability Score Bonus (Ex): A creature’s abilityscores can be increased by paying CP for thebonus. It costs 25 CP to raise an ability otherthan Strength by one point. Increasing Strengthby one costs 50 CP.

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Relative Cost: NA; Absolute Cost: 25 CP/point,50 CP/Strength point; Prerequisite: None.

Alternate Forms (Ex): Creatures with thisability can polymorph into different shapes.This ability comes in two different versions.For 50 CP, the creature gains a specific alter-nate form. For example, a spider creature couldtransform into a human with this feature. Acreature may take this ability multiple times togain more than one alternate form.

Alternatively, a creature can gain the ability tochange shapes as per a doppelganger or phasmby purchasing a magical ability to use alter selfor shapechange. Use the standard rules for pur-chasing spell-like or magical abilities.

Relative Cost: NA; Absolute Cost: 50 CP/alter-nate form; Prerequisite: None.

Blindsight (Ex): The creature has blindsightwith a 60-foot radius. It may increase this radiusby 20 feet at a cost of 25 CP per increment.


Darkvision (Ex): The creature has darkvisionwith a 60-foot range. It may increase this rangeby paying 25 CP per each extra 40 feet.


Extra Hit Dice (Ex): A creature can gain twoadditional HD, incrementing its attack bonus,saves, feats, and skills as normal, for 100 CP.

Relative Cost: NA; Absolute Cost: 100 CP/2HD; Prerequisite: None.

Extra Feat (Ex): The creature gains an extrafeat. It must meet the feat’s requirements asnormal.


Incorporeal (Su): The creature is either con-stantly incorporeal or may turn incorporeal as astandard action.


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Low-Light Vision (Ex): The creature can seein starlight as well as a human can see duringthe day.


Scent (Ex): The creature has the Scent specialability.


Skill Bonus (Ex): Some creatures have thenatural ability to blend into terrain, havepadded feet that allow them to walk quietly, orare otherwise good at a specific skill. A crea-ture may gain a +4 racial bonus to a single skill.This ability may be purchased up to twice forthe same skill, granting it a +8 racial bonus intotal.


Telepathy (Su): The creature can contact oth-ers and speak with them via thought. This abil-ity has a range of 100 feet and can only be usedagainst creatures that have a language. It can-not be used to read a creature’s mind.


Water Breathing (Ex): The creature canbreathe water as if it were air.


Natural Attacks

As a default, a creature lacks natural attacks. Itmust wield a sword, club, or similar weapon tofight. A creature may purchase attacks for theabsolute CR price listed in the table above. Thedamage a natural attack inflicts is determinedby the creature’s size, as shown under SizeIncreases in the MM. Secondary attacks aremade at –5 to hit unless the creature has theMultiattack feat, in which case they are at –2.

Finishing Up the Imp of the 3rd Circle

Ok, so I’ve added a breath weapon and givenmy creature the Cold subtype, now it’s time toadd it all up. The first thing I do is determinethe effect of relative CR abilities, which in thiscase is the breath weapon. Looking at theappropriate table in the DMG, I see that addinga CR 5 to a CR 2 creature would put it some-where between EL 5 and 6. I’ll call it EL 5 fornow, so that puts the imp at CR 5. Then I addhis absolute CR abilities, which in this case isjust the Cold subtype at +25 challenge points.This would normally put him at CR 5 1/4,which would round down to CR 5. Since theEL was in between 5 and 6, though, and sincemy party relies heavily on cold magic to takedown its foes, I’m going to make the call tobump the creature up to CR 6. Since impshave such low hit points normally, I’malso going to increase its HD by eight

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Natural Attacks

Primary Attack Secondary Attacks CP CostBite None 0Slam None 02 claws or slams None 0Bite 2 claws 252 claws Bite 252 claws Bite, stinger 504 tentacles Bite 258 tentacles Bite 50

Additional primary attack 50Additional secondary attack 25Ranged attack* 50

*The ranged attack deals slam damage for the creature’s size and has a range increment of 50 feet.The creature projects a spike, bolt, or similar projectile with this attack.

(two per point of increased CR) to give it somestaying power against the PC fighters it will befacing. Without these extra HD it might notsurvive long enough to use its new breathweapon!

Sample Abilities

Drawn from a variety of common monsters, thefollowing abilities serve as examples for build-ing your own monster features and allow you toquickly add traits to creatures. These featuresare organized by the creature that inspiredthem. Refer to the core d20 System rules forfull information on these abilities. Most otherspecific abilities name a spell you can refer towhen recreating it using these rules.

Aboleth: The aboleth’s transformation abilityfunctions as a specialized version of contagion.Build an ability with that spell to simulate it. Itsmucous cloud counts as an ability with a rela-tive CR cost of 2 and a save DC of 14 + thecreature’s Constitution modifier.

Achaierai: This beast’s black cloud has a rela-tive CR cost of 4 with a base DC of 12 + thecreature’s Constitution modifier.

Barghest: This horrid creature’s feed abilitycosts 100 CP.

Chaos Beast: Corporeal instability works asper the description with a relative CR cost of 7.

Cloaker: Engulf as per this creature costs 100CP, its moan is a relative CR 3 ability with asave of 13 + the creature’s Wisdom modifier,while its shadow shift ability is a relative CR of2.

Delver: The corrosive slime ability functionsas per the creature’s description. Its save DC is17 + the creature’s Constitution modifier andhas a relative CR cost of 6.

Destrachan: This strange monster’s destruc-tive harmonics and reverberating harmonicscome as a package together. This ability has arelative CR cost of 6 and a save DC of 13 + thecreature’s Charisma modifier.

Harpy: The captivating song ability has a rela-tive CR cost of 2 and a save DC of 13 + thecreature’s Charisma modifier.

Howler: A creature can gain the howler’s quillsability by paying a relative CR cost of 2 andwith a save DC of 13 + the creature’s Dexteritymodifier.

Invisible Stalker: The stalker’s natural invisi-bility feature has a relative CR cost of 9.

Mimic: This bizarre creature’s adhesive abilityhas a relative CR cost of 1 and a save DC of 13+ the creature’s Constitution modifier.

Mind Flayer: A creature may gain the mindflayer’s mind blast as an ability with a relativeCR cost of 5 and a save DC of 14 + the crea-ture’s Charisma modifier. Its extract featuremay be taken by a monster with four or moretentacle attacks and improved grab at a cost of100 CP.

Remorhaz: This fearsome ice creature’s heatability has a CP cost of 200. Its save DC is 13+ the creature’s Constitution modifier.

Rust Monster: Feared by fighters everywhere,this creature’s rust ability has an absolute CRcost of 5 and a save DC of 20.

Yrthak: This creature’s sonic lance and explo-sion abilities count as a package of traits. Theyhave an absolute CR cost of 6.

Xorn: The xorn’s special burrow ability maybe taken by any creature with a burrow move-ment mode for a cost of 150 CP.

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CHAPTER TWO

Monster Tactics

Now that you have the basics behind buildingmonsters under your belt, you have only halfthe knowledge you need to make full use of thisbook. Tinkering with the system to produce anoptimal package of abilities is one thing, usingthat creature in a game is another. This chaptercovers all the non-game mechanics stuff thatgoes into making a good monster.

Building Cool Monsters

Once you have your abilities selected, creaturecategory chosen, and stat block finally created,the real work behind bringing a monster to lifebegins. After all, during a game a creature is somuch more than its stat block. Unless you haveno problem with boring your players to deathwith dull descriptions, you need to make youmonsters come to life. With a little descriptivework you can turn monsters from jumbles ofstats to terrifying monstrosities.

The most interesting and renowned monstershave distinctive looks and themes. Mind flay-ers, beholders, medusas, and trolls have allburned their images into the collective con-sciousness of fantasy gamers. That does notmean you need to commission an award win-ning fantasy artist to create concept art for your

creatures, but it does mean that once the num-bers are all set, you need to create a sufficient-ly scary, attention-grabbing look for your crea-ture. The first step to doing this lies in a crea-ture’s abilities. Look over the special attacks,qualities, and other special traits you gave it.The most important ability should dominate thecreature’s look, even if it is not immediatelyapparent what that trait is to an observer. Acreature that can breathe fire may drool gobs oflava from its mouth, while one that can delivera poison touch attack may have small, fangedmouths growing on its palms. An orc that canbreathe fire is an interesting monster, if it hasred, scaly skin, a widened mouth, and charred,blackened fangs. If it just looks like a normalorc but happens to unleash 12-die fireballs atrandom intervals, your players are not likely totake the game seriously. It is easy to slap fingerof death on a bunch of kobolds. The real workbegins in describing those kobolds as the sham-bling, mindless heralds of the death gods whoswarm like locusts across the land slaughteringall in their wake and dragging the dead back totheir temples.

Write down each of the creature’s specialabilities and create a short description foreach of them. These descriptions should

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tie into the ability’s effects and give cleverplayers a chance to predict what a new monstercan do. Each ability should have two portionsof its description. First, it should have an organor bodily feature that allows the creature to useit, unless it is a spell-like ability the creaturecan simply cast. Second, that organ or bodypart should in some way incorporate a featurethat betrays its uses, if that is practical. A crea-ture that breathes freezing energy may have ici-cles around its mouth, while one that spits acidmight have drool that melts the floor. A crea-ture with a gaze attack may have bizarre eyes,perhaps crafted from gems or featuring a sin-gle, hypnotic color. For creatures that can fly,burrow, or swim, look at pictures of real worldanimals and pick out interesting traits you see.Do not worry too much about traits that canbetray a creature’s abilities. After all, a nicesurprise helps liven up an adventure.

Think about how the monster was created. Dida god produce the creature as a servant or as acurse upon the world? Was a mad scientist whotinkered with the basic forces of life behindthem? What do the local human, elf, and othercommunities think of the monster? Have they

heard of them before and have some usefullore to pass on to the PCs? Does the monster

have a reputation as a dangerous predator?Answering all these questions helps bring amonster to life in your campaign.

Using Cool Monsters

Now that you have a description, background,and history for your newly minted beast, younow need to use it in a game. If at all possible,find and buy a miniature for the creature, par-ticularly one that was produced for a long outof print wargame that features lots of strangespace monsters, fantasy creatures, and otherbeasts that look nothing like typical fantasymonsters. When you place that miniature onyour gaming table and announce that the figureis exactly what the PCs see, your players havea chance to inspect the monster and wonder atits abilities.

To make the monster even more effective,refuse to describe its abilities in mechanicalterms. Never tell a player a monster has poi-soned him. Instead, describe the searing agonyof the venom as it courses through his charac-ter’s veins, then tell him he has taken abilitydamage. If a character is paralyzed, describehow he stands rigid in place, then tell that char-acter’s player to leave the room until someone

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sdoes something to heal him. Nothing strikesterror into a roleplayer’s heart as being forcedto wait in the kitchen while the other playersmay or may not be trying to save his character.Do the same for any abilities that incapacitate acharacter, such as sleep, being knocked belowzero hit points, and similar states. If the charac-ter is in no position to offer advice, then neitheris his player.

When molding a creature’s abilities, try tomove as far from a base spell’s description aspossible. Many times this is not practical, butthe more you can do to cloak an ability’s ori-gins the more mysterious the creature will be tothe players. Most of the time, this is rather easyto do. A creature that emits a gout of flame isunlikely to remind the players of burninghands, but simply describing the effect in termsof the spell can lead to a dull, uninterestinggame. Like a good stage magician, never let theplayers in on your secrets. You might know thefearsome hell beast is merely a dinosaur withthe ability to use acid storm as a breathweapon, but the players never need to hear itthat way.

Strategy and Tactics

Once you have a monster built, or perhaps evenbefore you put together its abilities, you shouldconsider the monster’s role in your game andhow best to use its abilities.

Spellcasting monsters normally need to avoidmelee. They should be positioned behind barri-ers that provide cover and make it difficult forfighters, barbarians, and paladins to move intomelee with them. If possible, give them achance to stand at a higher elevation than mostof the encounter area, giving them unobstruct-ed views to the party.

Creatures that rely on melee need clear paths toadvance on the characters. Creatures that relyon numbers fight best in open areas that allowthem to surround characters or attack frommultiple directions. A fireball has the potentialto kill large numbers of weak creatures, butonly if it can catch them in its radius. The fur-ther you can spread out large numbers of weakcreatures, the better.

Single, powerful creatures need an oppositeenvironment. Since they may be outnumbered,they fight best in confined, tight places that

make it difficult for the party to surround orflank them. These creatures need cover againstpowerful spells that can destroy them with onefailed save, such as hold monster, disintegrate,and similar magic. On the other hand, theyneed a clear path to move close to the party.Narrow, twisty corridors are the best option forthese creatures. They force the characters toadvance single file, give the creature coveragainst spellcasters and archers since the otherparty’s fighters are undoubtedly between themonsters and the group’s wizard, and allow thecreature to move around a corner and attackwithout exposing it to ranged spells or missilefire.

Play to a creature’s strengths while masking itsweaknesses. When using a creature with area ofeffect attacks, force the party into areas thatmake it difficult to avoid such abilities. A crea-ture that breathes a cone of acid can easily fillan entire narrow corridor with such an attack,while one with a gaze attack should dwell in aroom that forces everyone within the chamberto stand within the gaze’s range. Creaturesimmune to fire can stand within lava pools orblazing bonfires and attack with impunity, forc-ing the characters to take fire damage if theywish to attack in melee. On the other hand, acreature vulnerable to fire may keep barrels ofwater nearby to douse flames or may carry amagic item that grants it fire resistance.

Trickery is a DM’s best tool for making an oth-erwise normal encounter much deadlier. Sinceadventuring parties rarely number more thansix members, they normally lack reserves whocan watch a corridor or prepare a defenseagainst an attack from an unexpected quarter.Smart monsters should have reserves on handwho can move around a dungeon room toattack from behind. Secret passages, trap doors,and illusions can all mask the approach of acreature and allow it to storm into combat fromthe party’s rear.

Finally, while the advice given here can provequite useful, never overuse it. If every combatthe characters wade into uses these tips theyquickly grow old. Not every last goblin is smartenough to outthink the characters and come upwith vicious tactics. Save these ideas for a crit-ical battle in an adventure, such as a climacticstruggle against an important villain. A mon-ster with a poor Intelligence score shouldnot be capable of concocting elaborate

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tactics, but a powerful necromancer shouldhave the brains to deploy his skeletons andzombies with some cunning. Your dirtiest, mostlowdown tricks should come into play onlyduring the most important parts of an adven-ture.

Finishing Touches

While magical abilities and powers play a bigrole in creating monsters, never overlook theutility offered by the skills and feats they cangain.

Feats: While these lack the punch of a cloudkillor similar spell, a few well chosen feats canspell the difference between a challenging crea-ture and a merely adequate one. Fast monsterswith good melee attacks need the Dodge,Mobility, and Spring Attack combination to getthe most from their high speed. Those creaturesthat rely on physical attacks should takeWeapon Focus, Blind-Fight, and Dodge to aidthem in melee. Power Attack is useful for crea-tures with very high base attack bonuses, andSunder can prove handy against characters.Expertise, combined with Improved Disarm, isan excellent choice if the monster has a high

enough Intelligence score. While Cleave andGreat Cleave are normally quite useful for char-acters, avoid them for monsters. Both of thesefeats work best when a character faces largenumber of creatures with low hit points andpoor ACs. The PCs tend to have very high ACsand good hit points compared to the monstersthey fight, making both feats poor choices.

Skills: Most skills offer little to monstersinvolved in combat. Spot and Listen are key forpreventing rogues from gaining sneak attacksor slipping past encounters. Bluff and SenseMotive are important for creatures that expectto negotiate with the characters or otherwiseparticipate in roleplaying encounters. Creaturesthat rely on stealth or ones smaller thenMedium-size should take ranks in Hide andMove Silently to outflank the characters andattack them with surprise. Tumble is an over-looked skill for monsters, but it is a greatchoice for a creature with good natural armorand a high speed. It can use this skill to evadethe party’s fighters and attack wizards, bards,and other poorly armed and armored charactersor move into a flanking position.

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With their strange physical forms, alien intel-lects, and bizarre capabilities, aberrations areamong the most unpredictable and dangerouscreatures an adventuring party can face. Almostall aberrations have single attacks or abilitiesthat can quickly spell an adventurer’s demise,from the mind flayer’s ability to feed on anopponent’s brain to an umber hulk’s capacity tobewilder enemies and pummel them into sub-mission. Furthermore, most aberrations arecapable combatants who are often quite com-fortable wading into melee should their magicalabilities fail them. In the d20 System rules, thefollowing monsters fall into the aberration cate-gory: aboleth, athach, beholder, carrion crawler,choker, chuul, cloaker, dark naga, delver, destra-chan, drider, ethereal filcher, ettercap, gibberingmouther, grick, guardian naga, mimic, mindflayer, otyugh, rust monster, skum, spirit naga,umber hulk, water naga, and will-o’-wisp.

Building Aberrations

Most aberrations have one of two modusoperandi. The first type are merely strangebeasts that rely on melee attacks, greatstrength, and perhaps one or two special abili-ties that enhance their combat abilities. Forexample, the umber hulk’s confusion gaze

allows it to cut down on the number of oppo-nents it must face, but since victims of confu-sion may attack anyone who strikes them thisability is poorly suited to disabling or defeatingaffected characters. Similarly, the athach,chuul, grick, otyugh, and similar monsters areprimarily beasts with strange body forms andperhaps a special attack ability. These aberra-tions are at their best in melee. When givingthem special abilities, it is best to focus onthose that improve their attacks and damage.

On the other hand, some of the most notableaberrations rely on attacks that can take out acharacter with a single missed saving throw aswell as a wide range of magical abilities thatmake them the equal of a powerful wizard.Beholders and mind flayers are the quintessen-tial example of such aberrations. They havespell-like abilities that make them as dangerousas high-level wizards and sorcerers and bothhave attacks that can destroy a PC with oneunlucky die roll. These aberrations need defen-sive improvements and abilities that allowthem to maximize the use of their abilities. Instark contrast to athachs and chuuls, this sort ofaberration fares poorly in melee and is at itsbest when it can keep the characters at adistance.

CHAPTER THREE

Aberrations

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Classes

Aberrations with a strong bent for melee com-bat thrive when given the barbarian class.These beasts rarely fight with weapons, prefer-ring the claws, fangs, and other naturalweaponry granted by their natural forms. Theability to rage improves their hitting power andaccuracy while granting them additional hitpoints to help prolong an encounter. However,combat-focused aberrations with one or moremagical abilities have little use for the rageability. Since barbarians cannot cast spellswhile raging, by extension they cannot makeuse of spell-like abilities. Aberrations that auto-matically use their special abilities when mak-ing attacks, such as an athach’s poison or achuul’s squeezing crush, are good candidatesfor barbarian. Others, such as the nagas, arebetter served with the fighter class. Taking lev-els in fighter gives them better combat abilitiesand allows them to improve their attacks andabilities with feats such as Weapon Focus andPower Attack.

At first glance, aberrations that rely on special,magical abilities seem like ideal candidates forspellcasting character classes. However, exceptat the highest levels these creatures gain littlefrom arcane or divine casting ability. A mindflayer, for example, is better off using its mindblast each round than wasting time with magicmissile or burning hands. Generally speaking,these creatures already have capabilities thattrump any spells of 2nd level or lower. Unlessyou can invest five or more levels in a spell-casting class, it is generally a bad choice for anaberration. Instead, focus on classes that extendthe aberration’s chances of survival. The fight-er class grants more hit points and the ability togain feats such as Improved Initiative andDodge. Rogue is a good choice for similar rea-sons. That class’s selection of skills, particular-ly Hide and Move Silently, allow aberrations tomove close to the party without being detected.Listen and Spot, on the other hand, prevent anaberration from falling victim to an ambush orsurprise attack. Finally, class abilities such asevasion and uncanny dodge help aberrationswithstand attacks and survive longer to usetheir abilities.

Many aberrations lack the necessary limbs andgeneral body forms to use magical spells.Those that do not have arms, hands, or theequivalent body parts are incapable of using

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spells that have somatic components.Obviously, a creature that cannot complete thegestures necessary to cast a spell makes a poorchoice for a spellcaster.

The ranger class is a poor fit for most aberra-tions. Since most of these creatures lack theanatomy to handle any weapon, never mindtwo at the same time, this class’s main combatability is lost on most aberrations. The ranger’stracking, spells, and selection of skills maycome in useful for an aberration normallyfound in wilderness areas, but generally speak-ing fighter and barbarian are better choices foraberrations.

Bards present a viable alternative to the roguefor aberrations built around stealth and surpriseattacks. Their ability to use healing magicallows them to survive battles by simply flee-ing, healing up, and returning to the fray.However unless the aberration has a very goodopportunity to exploit the bard’s singing abili-ty, rogue is almost always a better choice.

If the characters are high enough level that youcan afford to grant an aberration five or morelevels in a class, druid could be an off-beat,unexpected selection that catches the playersby surprise. The druid’s wild shape abilityallows an aberration to disguise its true naturewith ease. The low-level disguising illusionsare not versatile enough to conceal an aberra-tion, while polymorph self is not available to anarcane spellcaster until 7th level. Thus, with thedruid class you can invest fewer levels into acreature and grant it the ability to almost per-fectly disguise its true nature. A mind flayer,for example, could disguise itself as a dog orhorse and effortlessly mingle with human civi-lization, picking off prey at its leisure. Best ofall, the characters (and the players) may bequite surprised when a seemingly normal ponysuddenly changes into a beholder and unleash-es the power of its eye stalks. Even aberrationsthat rely on melee attacks, such as an umberhulk, can get a lot of mileage out of this tactic.

Feats

The schism between aberrations that rely onphysical attacks and those that utilize spell-likeor supernatural abilities extends to feat selec-tion as well. The former need feats thatimprove their combat abilities, while the latterrely on ones that help them avoid melee or sur-

vive it long enough to withdraw to a morefavorable position.

The usual spread of feats used by fighters areall useful for aberrations that regularly wadeinto melee. Since some of these creatures havereach, Combat Reflexes is a good selection formany of them. In general, the advice given inChapter 2 in regards to the utility offered byfeats applies to these aberrations. Few of themhave any special abilities that demand youcater to them with specific feat selections.

Aberrations like aboleths and gibberingmouthers, on the other hand, have distinctlydifferent needs with respect to feats. Thesecreatures have powerful magical abilities thatform the core of their combat capabilities. Theyare at their best when using these abilities butare not necessarily overpowering in meleecombat. These creatures are best equipped withfeats such as Dodge and Spring Attack. Dodgehelps their AC, and since the party cannot usu-ally bring more than one or two attacks to bearon a single creature it can prove very useful.Spring Attack is an excellent choice for crea-tures with few hit points, poor AC, but power-ful melee attacks. This feat allows them to dartinto melee, make an attack, then withdraw to asecure defensive position without worryingabout coming under too many attacks.

Mind flayers, beholders, and other aberrationsthat use spell effects rather than melee attacksgain a lot from Dodge, Mobility, and the spreadof feats that improve their saving throws. Thesecreatures have special abilities that can destroya character in a single shot. To maximize thedanger these creatures pose, you must selectfeats that improve their ability to surviveattacks by granting them better ACs and saves.Similarly, Combat Casting is a good choice forthese creatures.

Skills

Aberrations that rely on brute force to over-whelm their foes have little use for most skills.These creatures are at their best when chargingdirectly into battle and tend to be too large togain much from skills that grant them stealth.Spot and Listen are good standbys, as they helpprevent ambushes and surprise attacks, butmost other skills only rarely come in to playfor these creatures.

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For creatures that rely on special attacks,Tumble is an excellent skill. Imagine a lowlyrust monster diving past unarmored characters,ignoring their attacks of opportunity, andlaunching itself straight for the poor, platearmor–wearing paladin. Even better, this skillallows a creature to approach within a reachweapon’s threatened area without drawingattacks of opportunity. Some players mayattempt to use longspears and spiked chains todeal with rust monsters, aboleths, and othercreatures that deal strange effects with theirattacks. Tumble neatly cancels the advantageoffered by those armaments. Mind flayers alsoget a lot of use out of this skill, as they can useit to avoid party members that resist their mindblast and close in with those who failed theirsave.

Equipment

With their strange body forms that often lackhumanoid limbs, aberrations have little use formost weapons, armor, and other pieces ofequipment designed and used by the adventur-ing races. A beholder has little use for a battleaxe, after all. Normally, aberrations are strongenough or have enough special abilities thatthey have little need for mundane items. Asmentioned above, a mind flayer is much betterserved unleashing mind blasts than messingaround with a crossbow, tanglefoot bags, andsimilar items. A few aberrations, such as theskum, can gain a lot from standard weaponsand armor, but these creatures are the exceptionand not the rule. You are much better off spend-ing an aberration’s treasure and item allocationon magic items.

Magic and Magic Items

While mundane equipment offers little to anaberration, magic items can enhance their abil-ities and make them much deadlier foes. Bothaberrations that rely on physical combat andthose that feature powerful magical abilitiescan be made much tougher with a few careful-ly selected items.

For creatures that rely on physical attacks, anyitem that can improve their ability to entermelee and use their special abilities is a goodchoice. A belt of giant strength is wearable bymost creatures with at least a vaguely

humanoid form and it improves the wearer’sattack and damage abilities. A necklace of

fireballs is useful for any creature with a dis-tinguishable head and grants it a fair amount ofranged firepower without interfering with itsmelee abilities. Ioun stones are also a goodchoice for aberrations of all types, since theseitems do not demand the user feature ahumanoid body type.

For creatures that rely on magical abilities, thehat of disguise is a simple but useful choice.Many experienced players know enough aboutthe most dangerous aberrations, particularlymind flayers and beholders, to plan for theirabilities. These creatures have such distinctivefeatures that veteran players can quickly recog-nize them and prepare for their special attacks.The hat of disguise allows these beasts to catchthe characters off their guard. Similar to how adruid’s wild shape talent makes that class agood choice for aberrations, a powerful crea-ture wearing a hat of disguise can unleash itstrue abilities and gain a critical round or two ofsurprise as the PCs struggle to deal with theirfoe’s true nature.

Generally speaking, focus on items that areusable by the creature. Belts are rather easy forany corporeal creature to wear. Even a behold-er can fit one around its spherical body. Ringsand necklaces are also good choices, as theycan be draped from an eye stalk, tentacle, orsimilar appendage.

Spells that disguise their user are also useful forthese aberrations. Furthermore, illusions thatcan force the party to waste time dealing withthem while the aberration continues to poundthem with its special abilities can turn a mun-dane encounter into a deadly battle. Invisibilityis an easy way for an aberration to duck out ofmelee, find a secure spot, and resume its attack.Mirror image forces the party’s warriors towaste attacks against mirage opponents, whileblur offers a similar level of protection. Fly,gaseous form, and levitation all allow a crea-ture to move beyond the reach of fighters, pal-adins, and other melee specialists, though suchspells still leave aberrations vulnerable tospells or can even prevent their abilities fromworking. Abjurations such as protection fromarrows and stoneskin are more reliable thanillusions in foiling attacks, though low-levelversions of these spells are generally specific toone type of attack.

Most of the time, it is best to pick spells or

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potions that focus on defensive abilities ratherthan offensive ones. Both general types ofaberrations, melee combatants and those withmagical abilities, have capabilities built intothem that trump the power offered by all butthe highest level spells. The only exceptions tothis rule are low-CR aberrations that lack pow-erful melee attacks or useful special abilities,such as the skum or grick.

Some aberrations have no use for magic itemsand spells of any sort, generally because oftheir body shape. The gibbering mouther lacksthe anatomy to make use of almost any item orspell. To help enforce the alien nature of manyaberrations, create items for them that duplicatethe effects of standard magical items but comein forms that are unusable to humanoid charac-ters. Included below are examples for severalcommon aberrations.

Aboleth: Some magic-users amongst this foulrace create thick layers of mucous imbued withmagical effects. The aboleths cloak themselvesin this disgusting slime and gain the benefits ofthe magic stored within them. These itemscommonly replicate cloaks, rings, and othermagic items normally found in the form ofclothing. Non-aboleths that attempt to wear

these items gain their benefits but must save asif struck by this race’s transformation powerupon donning the membrane and again eachhour they wear it.

Beholder: With their utterly alien physiology,beholders have little use for cloaks, staffs,wands, and most other items. Instead, they usetheir disintegration ability to carefully craftjewelry from blocks of stone and metal. Thebeholder eye necklace is a set of loops con-nected by a thin chain. Each loop fits around aneye stalk, leaving the connecting chain sus-pended in the air between each eye.

Gibbering Mouthers: Some of these creaturesappear to manifest abilities tied to magic itemsthanks to brain canisters buried within theirbodies. Via an unknown process, these crea-tures harvest the brain of a creature, encase itwithin a glass sphere, and absorb it into theirbody. These brains are rarely from terrestrialspecies and most are unrecognizable. A set ofthree holes in the sphere appears to allow themouther to tap into the brain’s energy. Anycharacter putting a finger into each hole hearsin his mind vague, psionic whispers spokenin an incomprehensible tongue.

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Aberration Prestige Class

The following prestige class is designed toenhance the abilities and powers of aberrationssuch as the mind flayer, beholder, and aboleth.The adept of the inner power gives mechanicsfor improving the save DC and effects of acreature’s innate spell-like and supernaturalabilities.

Adept of the Inner Power

To humans, dwarves, elves, and otherhumanoid races, magic is an external powerthat can be mastered through rigorous studyand practice. Even those few who have aninnate ability for magic must tend to their tal-ents and carefully shepherd them in order torealize their maximum potential. Thus, theseraces learn to channel magic and shape it. Itexists apart from them.

Other races are granted arcane abilities frombirth. Through magical manipulation of theirbloodlines, a boon from the gods, or some othersource, these creatures can cast a fireball or lev-itate with the same ease an elf walks through aforest or a dwarf wields a miner’s pick. Whenthese creatures study magic, they typicallyapproach it with the same mindset as a moremundane race. However, some amongst themlearn to take their arcane training and apply itto their innate talents. Just as a marathon runnermay challenge himself to race farther and far-ther each day to enhance his natural abilities, sotoo does the adept of the inner power exerciseand improve his natural talents. Using the prin-ciples of magic or arcane insight gainedthrough the development of his sorcerous abil-ities, the adept unlocks his true potential andextends his natural gifts to levels of mastery farbeyond those typical of his race.

Hit Die: d4.

Requirements

To become an adept of the inner power, a char-acter must fulfill all the following criteria:

Arcane spellcaster: Level 3+.

Skills: Knowledge (arcana) 8 ranks.

Feats: Any metamagic feat.

Special Attack or Quality: Any innate super-natural or spell-like ability.

Class Skills

The adept of the inner power’s class skills (andthe key ability for each) are Alchemy (Int),Concentration (Con), Craft (Int), Knowledge(any) (Int), Profession (Wis), Scry (Int), andSpellcraft (Int).

Skill Points at Each Level: 2 + Int modifier.

Class Features

All of the following are class features of theadept of the inner power prestige class.

Weapon and Armor Proficiency: The adeptof the inner power gains no additional profi-ciency with weapons, armor, or shields.

Spellcasting: At 2nd and 4th level, the adept ofthe inner power gains an additional level ofarcane spellcasting ability. He gains additionalspells per day, new spells, and improved cast-ing ability for one of his previous arcane cast-ing classes. He does not gain other benefits ofgaining a level in that class, such as bonusfeats.

Power Mastery (Ex): As part of the adept’sintense mental and psionic exercises, he learnsto unleash his innate powers using the methods

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Adept of the Inner Power

Level Attack Fort Ref Will Special1 +0 +0 +0 +2 Power mastery2 +1 +0 +0 +3 Arcane penetration, power boost3 +1 +1 +1 +3 Improved power mastery, substitute effect4 +2 +1 +1 +4 Power surge5 +2 +1 +1 +4 Ultimate power mastery

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and improvements he learned through hisarcane training. Three times per day, the adeptof the inner power may apply a metamagic featto any supernatural or spell-like ability he pos-sesses. This feat may not increase a spell’slevel by more than one. Improving an ability inthis manner counts as a free action, though theadept must then immediately use the power asnormal to gain the feat’s benefits. If for somereason the adept uses a free action to activatethis ability but then cannot use his ability, suchas if its use is prevented by a failedConcentration check, the adept still burns oneof his three daily uses of this ability.

The adept may only use metamagic feats in thismanner that he may normally apply to hisarcane or divine spells. The feat must havebeen chosen as part of the adept’s normal allot-ment of feats.

Arcane Penetration: At 2nd level, the adept’sarcane training gives him insights into how toovercome a creature’s innate magical defenseswith his special magical abilities. When using asupernatural or spell-like ability against a crea-ture with spell resistance, the adept gains a +2

bonus to its caster level checks.

Power Boost: The adept’s understanding of theprinciples and magical theory behind his innateabilities allows him to increase its power andeffectiveness. He may now increase the saveDC of one of his spell-like or supernatural abil-ities by 2. Once the adept of the inner powerchooses a power to apply this ability to, he maynot later select a new one to use it with. The +2DC bonus is a permanent effect.

Improved Power Mastery (Ex): The adept ofthe inner power may now use metamagic featsthat increase a spell’s level by two with hispower mastery ability. The adept may use mul-tiple metamagic feats at one time whose totallevel increase equals two. Using more than onefeat on one use of a special attack or qualitycounts as one use of this ability. Furthermore,he may now use this ability four times per day.

Substitute Effect (Ex): At 3rd level, theadept’s understanding of his innate magicalabilities allows him to modify the magicalenergies he creates to produce neweffects. This ability takes two forms,

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Metamagic Feats

The following guidelines apply to using metamagic feats with abilities that do not correspond to aspell, such as a mind flayer’s mind blast ability.

Empower Spell: Apply the 1.5 multiplier to all numerical values related to the ability. For example,an ability can deal more damage, affect more targets, cover a larger area and so on.

Enlarge Spell: Double the ability’s range or extend the length of a cone-shaped area of effect.

Extend Spell: Double the effect’s duration, whether it is randomly generated or of a set length.

Heighten Spell: Increase the save DC to resist the ability by the maximum spell level worth of meta-magic feats the creature may use.

Maximize Spell: Any randomly determined value linked to the special ability counts as its maxi-mum possible value.

Quicken Spell: Since adepts of the inner power cannot use metamagic feats that increase a spell’slevel by more than three, they cannot use this feat with their innate abilities.

Silent Spell: This feat generally has no effect on an innate ability. The adept does not need to makea Move Silently check when using an ability modified with this feat from hiding.

Still Spell: This feat allows an adept to use its innate abilities without provoking attacks of oppor-tunity. The adept can remain on guard while using its talents.

depending on how the adept’s special attacks orqualities work. Regardless of how the adeptuses this ability, he may only use it a total ofthree times per day.

If the supernatural or spell-like ability dupli-cates a spell, the adept may substitute a differ-ent spell of the same school and the same orlower level for that ability. Otherwise, the spellfunctions at the same caster level as the origi-nal effect.

If the ability does not duplicate a spell, theadept may convert the magical energy pro-duced by his magical talent to raw magicalforce that injures his enemies. The adept mayuse a ranged touch attack to deal force damageagainst a single target. Subtract 10 from theeffect’s save DC to determine how many d4s ofdamage the adept inflicts.

Power Surge: At 4th level, the adept’s increas-ing mastery of magical theory allows him tofurther refine the focus and potential of one ofhis innate abilities. He may now increase thesave DC of the ability he improved with hispower boost class ability by an additional +2,for a total bonus of +4 to its standard save DC.

Ultimate Power Mastery (Ex): At 5th level,the adept of the inner power masters the finalset of skills necessary to modify and improvehis innate abilities. He may now apply anymetamagic feat he has to his supernatural andspell-like abilities as long as it does not raisethe spell’s level by more than three. In addition,the adept may use multiple metamagic feats atone time, but the total level increase may notexceed three. Using more than one feat on oneuse of a special attack or quality counts as oneuse of this ability. He may also use this abilitya total of five times per day. Otherwise, thebasic rules presented under the power masteryclass ability apply.

Aberration Feats

Since aberrations cover such a wide range ofpossible creature types, creating feats exclu-sively for the use of this monster category israther difficult. Most of the feats presented hereare designed for the use of a specific aberrationor a small, focused group of monsters.

Choke Slam [General]

When grappling opponents, your long reachallows you to slam them into walls, the floor,and ceiling without exposing yourself to attack.

Prerequisite: 10 ft. reach.

Benefit: When you choose to injure a grappledopponent, you deal an extra 1d6 points of dam-age. If you have the constrict or squeeze specialability, this bonus applies to the damage inflict-ed with that ability.

Concentrated Venom [General]

Some aberrations develop the ability to finelycontrol the amount and potency of the poisonthey deliver to an opponent. When the aberra-tion attacks a foe, it may decide to deliver asmall amount of concentrated venom ratherthan its normal dose.

Prerequisite: Aberration, poison specialattack.

Benefit: When using your poison attack, youmay elect to reduce the damage you inflict byhalf in order to increase the save DC of yourpoison by two.

Extra Pseudopod [General]

In combat, a mimic creates a pseudopod toslam its opponents. Some of these creatureslearn to create a second, smaller limb withwhich to batter enemies.

Prerequisite: Mimic.

Benefit: In combat, a mimic with this feat mayelect to form a second pseudopod in order tomake an additional melee attack. When usingthe full attack action, the mimic may make asecond attack in exchange for a –2 penalty toall its attacks for the round.

Special: A mimic may take this feat up to twotimes in order to gain three attacks per round ata total penalty of –4.

Lightning Blink [General]

While a beholder’s antimagic cone is a power-ful defensive feature, it can sometimes disruptits offensive abilities. To work around this,some beholders learn to perfectly time theirabilities to close their central eye for a brief

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moment as they discharge their eye rays.

Prerequisite: Beholder.

Benefit: A beholder with this feat may use itseye beams in the same facing as its centraleye’s antimagic cone. The creature blinks itseye and discharges its beam at the same time.

Normal: A beholder without this feat mustchoose whether to keep its eye open or closedduring a combat round. It lacks the timing nec-essary to effortlessly time its two abilities.

Special: When the beholder uses this feat, anycharacter within the central eye’s antimagiccone may use spells and items as normal if theyhold their action until the beholder uses an eyeray with this feat. The spell or effect dischargeswhen the beholder’s central eye is closed.

Nimble Eye Stalks [General]

Through practice and training, some beholderslearn to use their eye stalks in a more efficientmanner. They can bring more eye powers tobear than normal against their enemies.

Prerequisite: Beholder.

Benefit: A beholder with this feat may use upto four of its eye rays in any one of its four arcs(forward, left, right, rear) per round.

Normal: A beholder may only aim three of itssmaller eyes in any direction other than direct-ly upward.

Spare-Handed Grapple [General]

With your spare hand or hands, you grab anopponent and hold him still while pummelinghim with the weapons you grasp in your otherhands.

Prerequisite: Any creature with three or morearms.

Benefit: When using the full-attack action, youmay use one of your off-hand attacks to grap-ple your opponent. This attack does not drawan attack of opportunity. You make grapplechecks at a –4 penalty, but if you succeed ingrappling your opponent your remainingattacks strike with a +4 bonus to hit until youropponent escapes your grasp.

Tentacular Grappling [General]

While most carrion crawlers simply lash attheir opponents with their tentacles in hopes ofparalyzing them as quickly as possible, somehave learned to use their appendages to graband immobilize an opponent.

Prerequisite: Carrion crawler or any creaturewith similar tentacles.

Benefit: In combat, the carrion crawler mayattempt to grapple a single creature with up tofour of its tentacles. For each tentacle beyondthe first that hits, the crawler gains a +2 bonusto subsequent grapple checks. Note that a crea-ture grappled in this manner need only makeone saving throw against the crawler’s paralyt-ic touch.

Tentacular Spell [Metamagic]

Some mind flayer spellcasters develop aunique form of magic that allows them toreplace a spell’s normal somatic componentswith motions and gestures completed by theirtentacles. When casting spells in this manner,mind flayers can avoid attacks of opportu-nity and wear armor without penalty.

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Prerequisite: Mind flayer.

Benefit: A tentacular spell may be cast withoutdrawing an attack of opportunity. Furthermore,reduce the spell failure percentage due to armorby 30% when casting a spell with this feat. Atentacular spell takes up a spell slot one levelhigher than the spell’s base level.

Aberration Templates

With their strange bodily forms and alien intel-lects, aberrations come in a wide range ofshapes and sizes. As many of these creatureshave magical origins, their basic capabilitiesoften change from generation to generation.Compared to humans and other mundane races,aberrations exhibit a wide range of potentialphysical characteristics and mutations.

Alien Entity

Cast into the material plane by astral storms,dimensional rifts, and other planar distur-bances, alien entities are creatures from realmsfar beyond the mortal realm. Some sages theo-rize that these creatures are the forebears of theraces commonly labeled aberrations, such asbeholders, chuuls, and mind flayers. Thesecreatures share the same general body typesand abilities as those monsters, yet in manyways they are vastly different. Contact withalien entities invariably leads to conflict, usual-ly combat. These creatures either lack the capa-bilities or inclination to parlay with others andoften launch a preemptive assault with little orno provocation.

Alien entities bear a resemblance to an aberra-tion, but the details of their physical forms arevery different. An alien entity may have oddlycolored skin, vestigial organs or body parts thatserve unguessable purposes, and often haveexaggerated features. Alien entity mind flayerstend to have swollen, bulbous heads and punybodies, while a beholder’s eyes may resemble aspider’s rather than a human’s. Furthermore,owing to their origin from beyond the knownplanes, they are often cloaked in fields ofcrackling energy that defy any known arcanecategorization.

Creating an Alien Entity

“Alien” is a template that may be added to anyaberration. The base creature gains immuni-ty to many forms of magic, new special

abilities, and modified ability scores. Generallyspeaking, creatures with this template haveexaggerated characteristics. Their weak pointsbecome more obvious while their advantagesgrow even stronger.

An alien entity uses its base creature’s charac-teristics except where noted below.

Speed: An alien entity gains the ability toeither fly at a speed of 60 ft. (average maneu-verability), swim at a speed of 40 ft., or burrowat a speed of 20 ft. Select one of these threemodes. Owing to their otherworldly nature,these creatures can move through mundanematerials in much the same way as a humanwalks through air. These creatures do not useobvious organs, such as wings or flippers, toachieve their new movement mode. Instead,they seem to either use raw mental power tomove, emit strange energy or radiation, or oth-erwise employ bizarre, magical means.

Damage: Alien entities deal an additional twopoints of damage on a successful melee attack.The bizarre power that flows through themempowers their attacks and injures their foes.

Special Qualities: Alien entities are grantedthe following special qualities.

Damage Reduction: The energy that cloaks analien creature heals its wounds and nullifiesattacks made with mundane weapons. It gainsDR 15/+1. If the base creature has damagereduction, the template creature gains the betterof the two values.

Spell Immunity: Due to their strange intellectsand incomprehensible motives, alien entitiesare immune to all mind-influencing effects andspells from the Enchantment school.

Spell Resistance: The alien entity is resistant tomagical power that originates in the planar sys-tem. They have an SR of 10 + their HD. If thebase creature has spell resistance, use the high-er of the two values.

Abilities: Alien entities show exaggeratedcharacteristics. Strong ones are even morephysically powerful than their mundanecousins while witless ones are even stupiderthan normal. To determine an alien entity’sability scores, arrange the base creature’s char-acteristics in order from highest to lowest. In

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case of a tie, arrange them how you please.Apply ability modifiers as listed below. Noability score may be reduced below onebecause of these modifications.

Score Rank ModifierHighest +62nd highest +43rd highest +23rd lowest –22nd lowest –4Lowest –6

Skills: The alien creature gains one skill rankper Hit Die for each point by which itsIntelligence modifier improved over its basecreature’s score. If the alien’s Intelligence mod-ifier was reduced, it loses one skill rank per HitDie for each point its modifier dropped.

Feats: The alien entity gains two bonus feats.Owing to its strange origin, it commonlyexhibits abilities and techniques unknown in itscousins.

Climate/Terrain: Any. Alien entities are liableto appear anywhere in the prime plane.

Organization: Solitary.

Challenge Rating: As base creature +2.

Alignment: Any evil.

Awakened Aberration

While aberrations are generally clever, intelli-gent creatures, there exist amongst them a fewpowerful creatures with tremendous intellectu-al and psionic abilities. These creatures arecommonly referred to as awakened aberrations.Just as their bodies have forms and functionswholly alien to those found in the natural order,so too do their minds develop strange, bizarrepowers far beyond the mortal pale.

Creating an Awakened Aberration

“Awakened” is a template that may be added toany aberration. The base creature gainsimproved magical abilities, new special attacksand defenses, and other improvements relatingto its magical nature.

An awakened aberration uses its base crea-ture’s characteristics except where notedbelow.

AC: Awakened aberrations cloak themselves inan invisible field of energy that deflects incom-ing attacks. Using the raw power of theirminds, they turn aside blows and pluck arrowsfrom the air. They gain a +2 deflection bonus toAC.

Special Attacks: Awakened aberrations gainthe following special attack. In addition, thesave DC to resist their supernatural and spell-like special attacks increases by two.

Psibolt (Su): The awakened aberration gainsthe ability to project bolts of raw mental ener-gy that blast its enemies into submission. Theaberration may make a ranged touch attack atits highest base attack bonus. On a hit, it deals2d6 points of damage, with a Fortitude save(DC 12 + Charisma modifier) allowed for halfdamage.

Special Qualities: Awakened aberrations aregranted the following special qualities. In addi-tion, the save DC to resist their special qualitiesincreases by two.

Bio Sense (Su): Awakened aberrations gainthe ability to detect the thoughts and bioenergy created by living creatures. They

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automatically sense the presence of any livingcreature that comes within 60 feet of their posi-tion. Three inches of wood, one inch of stone,and a half-inch of metal block this ability.

Saves: With their increased intellects and alienphysiology, awakened aberrations gain a +4racial bonus on all Will saves.

Abilities: +4 Intelligence, +2 Wisdom, +4Charisma. Awakened aberrations are muchsmarter and observant than their mundane kin.Furthermore, their improved mental abilitiesgrant them greater personal magnetism.

Skills: Awakened creatures have an expandedset of knowledge and experiences. The mindsabsorb information like sponges. They gain anadditional two skill ranks per Hit Die.

Feats: Awakened creatures gain one bonus featdue to their enhanced intellects. They learn tofight with greater effectiveness and mastertechniques far beyond their less talented kin.

Organization: Awakened aberrations normallylead groups or tribes of their normal race.

These creatures are rarely found in groups,as the natural jealousies and rivalries

between them as they strive for leadership leadthem to eliminate each other or seek out lesscrowded territory.


Degenerated Aberration

In the deepest portions of the world’s dark cav-erns, isolated clutches of aberrations slowlydevolve into simpler, stronger, more brutal ver-sions of their more advanced kin. Whether dueto inbreeding, magical radiations found deepwithin the under realms, or some other externalfactor, these creatures become slower and stu-pider, but far stronger, than their parent race.What they lack in subtle magics they more thanmake up for with raw physical power andferocity. In some cases, degeneration producescreatures more powerful than their original,more commonly encountered forms.

Creating a Degenerated Aberration

“Degenerated” is a template that may be addedto any aberration. The aberration’s creaturetype remains the same. It gains improved abil-ities in melee combat, gains strength and phys-ical durability, but its magical abilities weaken.

A degenerated aberration uses its base crea-ture’s characteristics except where notedbelow.

Hit Dice: The degenerated creature’s HDincreases to a d12. Its hit points per HDbecome 6.5.

Speed: The stronger, tougher degenerate crea-tures move faster than their ancestors did. Theygain +10 ft. to their base ground speed. Othermodes of movement, such as flight or burrow-ing, remain the same.

AC: With their thicker muscles and enhancedskeletal structure, the degenerate aberrationgains a +2 natural bonus to AC. This bonusstacks with the base creature’s natural bonus.

Attacks: With their greater reliance on physi-cal combat to overcome their foes, the degen-erate aberration’s base attack bonus equals itsHD. The degenerate creature also learns to uti-lize its natural weapons in battle. If the creaturehas a recognizable mouth and hands, it gainsclaw and bite attacks. The damage dealt bythese attacks is based on the creature’s size. If

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the base creature has claw or bite attacks, usethe better damage value between the base crea-ture’s or the one listed here.

Size Bite Damage Claw DamageFine 1d4 1d2Diminutive 1d6 1d4Tiny 1d8 1d6Small 1d10 1d8Medium-size 2d6 1d10Large 2d8 2d6Huge 2d10 2d8Gargantuan 4d8 2d10Colossal 4d10 4d8

Special Attacks and Qualities: The degener-ate aberration’s supernatural or spell-like spe-cial abilities change slightly to reflect itsreduced intellectual and magical abilities.Reduce the save DC to resist the creature’sabilities by four. In addition, the equivalentcaster level of its spell-like abilities is reducedby five to a minimum of one.

Saves: The degenerate aberration’s savingthrows are altered by its newly modified abili-ty scores, but otherwise remain the same.

Abilities: The base creature’s ability scores aremodified as follows: +4 Strength, +2 Dexterity,+4 Constitution, –4 Intelligence, +2 Wisdom,–2 Charisma.

Skills: Degenerated creatures generally haveskill ranks in Wilderness Lore, Spot, andListen. Skills such as Alchemy, Knowledge(arcana), and Spellcraft are normally beyondtheir reckoning. Reallocate their skill ranks toreflect this.

Feats: The degenerate aberration automaticallygains the Multiattack feat.

Climate/Terrain: Subterranean.

Challenge Rating: As base creature. If thebase creature lacked supernatural or spell-likeabilities, as base creature +1.

New Rules for Aberrations

Due to their strange physiology, aberrationsexhibit a wide range of special abilities relatingto the unique mutations they can develop oversuccessive generations. Compared to othermonsters, aberrations have extremely unstable

patterns of trait inheritance and development.Many of these creatures are magical in nature,were produced via experimentation, or hadtheir genesis in dark rituals or pacts. Thus,compared to other creatures they exhibit anincredible range of possible body types, abili-ties, and talents.

Spell-Like Abilities

Several aberrations, notably aboleths and mindflayers, have a host of psionic powers thatduplicate spells. When designing these crea-tures, you may opt to swap their listed spellsfor new ones. The following guidelines allowyou to modify a creature’s challenge rating inlight of these alterations.

You must always choose a spell of the same orlower level as the creature’s listed spell ability.Otherwise, if you wish to grant a creature ahigher level ability use the rules presented inChapter 1 for creating new special qualities andattacks.

When picking a spell, compare the old ability’seffects to the new spell’s capabilities. If the twospells are from the same school and have thesame general application, the creature’s CRremains the same.

If the original spell does not directly deal dam-age but was useful in combat while the new onedirectly (fireball) or indirectly (summon mon-ster, wall of fire) causes damage, increase thecreature’s CR by one.

If the original spell had no use in combat andthe spell you wish to use in its place can beused in combat, increase the creature’s CR by1/2. If the new spell causes damage, increasethe creature’s CR by one.

If the new spell is two levels lower than theoriginal spell, reduce the CR penalty by 1/2. Ifthe new spell is more than two levels lowerthan the original spell, reduce the CR penaltyby one. However, this reduction does not applyif the new spell causes damage (directly orindirectly) and the old one did not.

When swapping out more than one spell, cal-culate the CR penalty for each one separately.Apply the highest CR penalty first, thenreduce the penalties of the remaining spellsby half.

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Spells added to a creature in this manner arecast at the same level as its original ability.These new spell abilities are also cast as thesame character class as the original ones and areusable at the same rate as the original ability.

New Aberration Special

Attacks and Qualities

The following special qualities are applicable toany aberration. If any other prerequisites applyto an ability, they are listed in its description.

Acidic Blood (Ex): Aberrations have such rad-ically different biological processes comparedto humans and other mundane creatures thatsubstances normally inimical to life can serveas vital parts of their anatomies. Aberrationswith acid for blood injure anyone foolishenough to close and engage in melee withthem. Any time an aberration with this ability ishit in melee with a piercing or slashingweapon, the attacker must make a Reflex save(DC 10 + aberration’s base CR) or suffer 1d6points of acid damage. On a critical hit, theattacker suffers 2d6 points of damage on a

failed save and 1d6 points of damage on asuccessful one.

Relative Cost: CR 2; Absolute Cost: NA;Prerequisites: Aberration.

Alien Anatomy (Ex): Some aberrations haveinternal organs and biological processes so rad-ically different from a normal living creature’sthat they are immune to critical hits. Dissectionand other investigations reveal no rhyme orreason to these monsters’ internal structure, andinternal injuries seem to have little effect onthem.

Relative Cost: NA; Absolute Cost: 50 CP;Prerequisites: Aberration.

Alien Mind (Ex): An aberration’s strangeanatomy can also extend to its mental and psy-chological functions. Creatures with this spe-cial ability are immune to all mind-influencingeffects. Their minds are so radically differentfrom the norm that spells such as charm mon-ster cannot affect them.


Arcane Sight (Su): Not only does an aberra-tion have a strange physical form, but its sens-es can also operate far beyond the range of nat-ural abilities. An aberration may select thisability multiple times, gaining a new type ofarcane sight each time it takes it.

Detect Chaos/Evil/Good/Law: A creature withthis ability may use the appropriate spell at willan unlimited number of times per day. Thecreature’s caster level is equal to its HD. Youmay choose for the aberration to cast the spellas a cleric, sorcerer, or wizard. Once this choiceis made, it cannot be altered.


Detect Magic: Some aberrations have an innatesense that allows them to detect magical aurasand emanations. The creature may use detectmagic at will with a caster level equal to itsHD. You may choose for the aberration to castthe spell as a cleric, sorcerer, or wizard. Oncethis choice is made, it cannot be altered.


Ethereal Sense: Some aberrations have the

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ability to pierce the veil that separates theprime plane from ethereal space. Creatureswith this special ability may perceive creaturesthat lurk in the ethereal. This spell functions asthe spell detect good except it reveals creaturesthat are within the ethereal plane or are travel-ing in ethereal form. The creature’s caster levelequals its HD. You may choose for the aberra-tion to cast the spell as a cleric, sorcerer, orwizard. Once this choice is made, it cannot bealtered.


See Invisible: The creature may use the spellsee invisible at will as often as it wishes perday. The creature’s caster level equals its HD.You may choose for the aberration to cast thespell as a cleric, sorcerer, or wizard. Once thischoice is made, it cannot be altered.


Overpowering Aura (Su): Many aberrationshave innate psionic abilities, prompting someacademics to posit that these creatures’ strangebody forms and alien natures are a symptom,rather than a cause, of these abilities. Even thecrudest, most violent aberrations such as chuulsand otyughs sometimes exhibit a primitiveform of psionic potential. Creatures with thisability emit a continuous, painful psionic buzz.Any creature susceptible to mind-influencingeffects that comes within 30 feet of a creaturewith this ability must make a Will save (DC 14+ the creature’s Intelligence, Wisdom, orCharisma bonus) or suffer a –2 penalty to allattack rolls and skill checks. In addition, spell-casters that fail their save must make aConcentration check (DC 15) in order to focuson and complete their spells. On a failed check,the spell is lost. A character who successfullysaves is immune to this ability for the next 24hours.


Stench (Ex): Sages who study aberrationsoften note that these creatures have the capaci-ty to eat and drink substances that normally failto provide sufficient nutrition for a mundaneanimal. Otyughs, for instance, devour waste

material, while mind flayers gain sustenancesolely from the brains of intelligent creatures.Similarly, some aberrations emit natural odorsthat cause nausea in other creatures while leav-ing the aberration unharmed. Any creature thatapproaches within 10 feet of an aberration withthis ability must make a Fortitude save (DC 15)or suffer a –1 penalty to attack and damagerolls for 2d4 rounds.


Weapon Immunity (Ex): Some aberrationsdevelop bodies that are proof against one typeof weapon. For example, a mind flayer’s bodymay be soft and gelatinous, allowing it to easi-ly absorb the force of a blunt weapon. Othershave mushy interiors that limit a piercingweapon’s effectiveness, while the dense, deadhides of others render slashing weapons use-less. An aberration with this ability may chooseone type of weapon, bludgeon, piercing, orslashing. The aberration does not take damagewhen hit by weapons of its chosen type.


Sample Aberration

This sample creature, the cave stalker, was con-structed by giving a grick the degenerate tem-plate and the acidic blood and stench abilities.

Cave Stalker

Medium-Size Aberration

Hit Dice: 4d12+8 (34 hp)Initiative: +3 (Dex)Speed: 40 ft., climb 20 ft.AC: 19 (+3 Dex, +6 natural)Attacks: 4 tentacle rakes +8 melee,

bite +6 meleeDamage: Tentacle rake 1d4+4, bite

2d6+2Face/Reach: 5 ft. by 5 ft./5 ft.Special Qualities: Scent, damage reduction

15/+1, acidic blood, stenchSaves: Fort +2, Ref +4, Will +7Abilities: Str 18, Dex 16, Con 15, Int

1, Wis 16, Cha 3Skills: Climb +12, Hide +9*,

Listen +8, Spot +8Feats: Alertness, Dodge,

Multiattack

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Climate/Terrain: UndergroundOrganization: Solitary or swarm (2 – 12)Challenge Rating: 5Treasure: StandardAlignment: Usually neutralAdvancement: 6–7 HD (Medium-size);

8–9 HD (Large)

Foul scavengers of the deep realms, cave stalk-ers are slithering, serpentine creatures with afanged maw surrounded by a cluster ofwrithing tentacles. Stalkers feed on decayedcorpses, piles of garbage, and other refuse thatbuilds up in inhabited cavern complexes. Whilethese creatures rarely attack animals and mon-sters native to the subterranean realms, theyhave a fondness for the flesh of surfacedwellers and have been known to ambush andkill adventurers and other explorers. Cavestalkers prefer to attack by dropping down oncreatures from above or perching on cave wallsand attacking passers-by with their tentacles.

Combat

A cave stalker usually fights on the groundafter initially surprising its opponents by drop-ping down from the walls or ceiling. It prefersto attack creatures who wield slashing or pierc-ing weapons so that its acidic blood can go towork on its foe. Once a cave stalker initiatescombat, it rarely leaves as its hunger and pri-mal instincts drive it to fight to the death for itsfood and territory.

Acidic Blood (Ex): Any time a cave stalker ishit in melee with a piercing or slashingweapon, the attacker must make a Reflex save(DC 14) or suffer 1d6 points of acid damage.On a critical hit, the attacker suffers 2d6 pointsof damage on a failed save and 1d6 points ofdamage on a successful one.

Stench (Ex): Any creature that approacheswithin 10 feet of a cave stalker must make aFortitude save (DC 15) or suffer a –1 penalty tohit and damage for 2d4 rounds.

Skills: *Their coloration affords cave stalkers a+8 racial bonus to Hide checks when in naturalrocky areas.

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CHAPTER FOUR

Dragons

Amongst the most powerful and popular mon-sters in the game, dragons instill fear in boththe characters who fight them and the playersthat must plan attacks against them. Dragonshave no weaknesses. Their senses allow themto detect intruders, their spell resistance cancelsspells cast against them, their high AC rendersall but the most skilled warriors useless, andtheir hundreds of hit points allow them toabsorb the attacks that manage to penetratetheir defenses. Dragons are the total package,and as such should be reserved for use as majorvillains or obstacles in your campaign. In thecore d20 System rules, the following monstersfall into the dragon category: chromatic drag-ons (black, blue, green, red, white), metallicdragons (brass, bronze, copper, gold, silver),dragon turtle, and wyvern. The dragon turtleand wyvern are exceptions to almost all of therules and thoughts presented here. They arebest treated as magical beasts, as they combinea few special abilities, such as poison or abreath weapon, with excellent combat skills fortheir challenge rating.

Building Dragons

Chromatic and metallic dragons are perhapsthe most flexible creatures in the game. Their

various age categories make dragons appropri-ate, though dangerous, foes for characters ofalmost any level. Their special attacks, feats,and abilities give them a huge array of optionsagainst the characters. In many cases, dragonsalmost suffer from having too many options.The dragon’s centerpiece is its breath weapon.In movies, comics, and books, this ability isconsistently depicted as a dragon’s mightiestpower, and the wyrms in the d20 System are noexception. Their melee attacks are similarlyimpressive, relegating their magical abilities toa supporting role.

Classes

Levels in core classes or prestige classes arealmost invariably a bad deal for a dragon.Rather than increase a wyrm’s CR by giving itclass levels, bumping up its age category givesit more hit points, a better attack bonus, andmore special abilities. The CR between agecategories goes up by one or two in most cases,leaving class levels a distant second to thisoption.

Compounding matters, few of the classesoffer much of use to a dragon. With theirinnate sorcerer spellcasting abilities,

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arcane classes merely duplicate a dragon’sgranted abilities. Optionally, you may allow adragon with levels in sorcerer to stack thoselevels with the casting ability it gains at its agecategory. The wizard class offers few spellsthat can equal a dragon’s breath weapon untilhigh levels, making it useful only for low CRdragons who can afford many levels in a class.Of course with the dragon’s innate sorcererabilities, levels in wizard are redundant. Forsimilar reasons, the druid and cleric classesoffer little to a dragon.

The barbarian class offers the ability to rage,but in that state a dragon loses the ability toemploy its extraordinary, supernatural, or spell-like abilities. A bonus to attack rolls and a fewextra points of damage are a poor trade for abreath weapon attack. The ranger class offerslittle of value to dragons, since weapons arepoor substitutes for its natural claws and bite.

The fighter class’s bonus feats can come inhandy for a dragon, making it the only classthat holds some real value to a wyrm. Even inthis case, a dragon is best limited to one or twolevels in fighter in order to take a few usefulfeats.

Rogue may be useful to dragons who needextra skill ranks, but sneak attack damage doesnot compensate for the potential extra damagedealt by an older dragon’s attacks at the sameCR increase. However, this class works wellwith younger dragons. Most experienced play-ers rarely expect a young dragon to hide in itslair and strike from ambush. The evasion abili-ty also allows weaker dragons to better with-stand fireballs and lightning bolts that it canexpect to see from the characters.

Feats

The best feat to take for a dragon that is nor-mally encountered outdoors is Flyby Attack.Note that this feat allows a dragon to use a par-tial action while moving, rather than an attack.Thus, a dragon can use its breath weapon andspells while swooping past the characters,allowing it to make hit and run strikes that canquickly overwhelm most characters. The Hoverfeat is a good choice for a dragon with excel-lent physical attacks that does not mind expos-ing itself to attacks for a few rounds. Snatch

generally holds little use for all but the largestdragons. Its limit to use against creatures

four size categories smaller than the dragonleaves only Colossal wyrms capable of using itagainst Medium-size opponents.

For dragons designed to be fought in a lair ordungeon, Weapon Focus, Improved Critical,and any of the feats that improve saving throws(Iron Will, Lightning Reflexes, GreatFortitude) are all good picks. In an enclosedenvironment, the dragon cannot use its flyingability to evade attacks and spells and must relyon its melee attacks between bursts of its breathweapon.

Improved Initiative, Combat Reflexes, CombatCasting, and Quicken Spell-Like Ability are allgeneral use feats that serve a dragon well nomatter the environment. Improved Initiativeallows a dragon to take out pesky spellcastersbefore they get off any save or be defeatedspells, such as charm monster, flesh to stone,and similar spells. It also prevents a rogue frommaking any sneak attacks. Combat Reflexes isa natural choice for any creature with reach,though most dragons with their poor Dexterityscores have no use for it. Quicken Spell-LikeAbility is a bit of a hidden gem, allowing adragon to use its innate abilities without forc-ing it to delay a breath weapon a round or giveup an attack. In essence, the dragon gets theequivalent of the Quicken Spell feat withoutpaying an increase in the spell ability’s level.

Skills

Bluff and Sense Motive are two skills that nodragon should be without. Since dragons areintelligent creatures, you can expect the partyto attempt a parlay with them on occasion.Bluff helps a dragon doublecross PCs foolishenough to trust it, while Sense Motive allows adragon to detect the characters’ own decep-tions. Most other skills offer little to a dragon.Move Silently is a better choice for stealthydragons, as Hide suffers increasing penalties asa dragon grows larger. Scry is an obviouschoice for powerful dragons who take scryingwith their selection of sorcerer spells. Thiscombination is quite useful for evil dragonswho want to keep track of their enemies orgood ones who ward over an area. Spellcraft isa handy skill for dragons who take dispel magicas one of their sorcerer spells. While holding anaction to counterspell is normally a waste of adragon’s time, it may prove useful in non-com-bat situations.

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Equipment

Compared to other creatures, dragons have lit-tle use for mundane equipment. They may hireother races to build traps for their lairs (andmore than likely evil dragons devour suchworkers) but weapons, armor, and other itemshold little use for them. Dragons can do wellenough by relying on their natural abilities.

Magic

Since dragons gain innate sorcerer casting abil-ity, selecting a good spread of arcane spells canmean the difference between an average drag-on and an exceptionally tough one. Dragonsshould rely on their breath weapon and physi-cal attacks rather than their spells, since eventhe most powerful wyrms casting ability palesin comparison to its breath weapon and meleeattacks. However, that does not mean that adragon’s spells are useless. Instead, it meansthey should support the dragon’s primaryattacks or improve its defenses.

The key to choosing dragon spells is to selectthose that have long durations, preferably in thehour per level range. A dragon can cast these

spells long before combat erupts and still gaintheir benefits. Mage armor, bull’s strength,cat’s grace, and endurance all improve a drag-on’s combat abilities without forcing it to wasterounds casting spells that could be spent attack-ing its enemies.

Other incantations can help counter the charac-ters’ preparations and abilities. Spells that nul-lify magic, such as dispel magic or globe ofinvulnerability can save a dragon from spellsthat can take it out in a single shot or strip awaythe party’s defenses. Offensive spells rarelymuster as much firepower as a breath weapon,but in the face of spells cast to counter a drag-on’s main weapon they can fill a nice role.Choose attacking spells that deal damage dif-ferent from the dragon’s breath. For example,the party’s efforts to protect themselves from ared dragon’s fire breath mean little when thewyrm hits them with an ice storm, lightningbolt, or cone of cold.

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Dragon Prestige Class

The general advice given for core classes alsoapplies to prestige ones. Generally speaking, adragon is better served increasing its age cate-gory rather than taking levels in a class of anysort. This extends to prestige classes, whichoffer roughly the same measure of added abili-ties and bonuses compared to core classes. Themini-prestige class presented here, the dracon-ic tyrant, has only five levels. It focuses ongranting a dragon abilities similar to theLeadership feat that allow it to gather followersthrough the force of its personality and fame.Orcs, ogres, and other evil humanoids flock toa draconic tyrant’s banner, lured by the promiseof easy gold and a leader who can stand againstand defeat the most powerful heroes of good.

Draconic Tyrant

Lording over a region with an iron fist, the dra-conic tyrant uses its personality and reputationto gather an impressive array of followers to itsbanner. Evil humanoids, cultists, and otherseager to expand their personal wealth andpower at the cost of others eagerly seek out thetyrant and swear fealty to its cause.

Hit Die: d12.

Requirements

To become a draconic tyrant, a dragon mustfulfill all the following criteria:

Race: Dragon.

Age: Young adult or older.

Skills: Diplomacy 8 ranks, Intimidate 8 ranks,Sense Motive 8 ranks.

Feat: Leadership.

Class Skills

The draconic tyrant’s class skills (and the keyability for each) are Bluff (Cha), Concentration(Con), Decipher Script (Int), Diplomacy (Cha),Innuendo (Wis), Intimidate (Cha), Read Lips(Int), and Sense Motive (Wis).


Class Features

All of the following are class features of thedraconic tyrant prestige class.

Weapon and Armor Proficiency: Draconictyrants gain no additional proficiency withweapons, armor, or shields.

Tyrant: The draconic tyrant draws followers toits banner. For each level in this prestige class,it gains a +2 bonus to its Leadership score. Forpurposes of that feat, the dragon’s characterlevel equals its total challenge rating.

The tyrant may pick a dragon of the samealignment as a cohort. The dragon’s total CRmust be less than or equal to the tyrant’sallowed cohort level. His followers are drawnfrom various monster and humanoid races. Nolonger limited to warriors, experts, and otherclasses, he may choose any monster as a fol-lower. Subtract one from each listed followerlevel to determine the number and challengerating of the followers he may gain. Count 1st-level followers as worth 1/2 CR creatures.

Eye of the Dragon: At 3rd level, the tyrant’sreputation grows to the point that it gains a +2bonus to Intimidate checks. The Will save DCto resist its frightful presence ability alsoincreases by 2.

Inspiring Presence: While the tyrant strikesfear into its foes, its allies draw courage andconfidence from its presence. Any creatureallied with the tyrant gains a +2 bonus to attackrolls and Will saves while within the area ofeffect of the tyrant’s frightful presence ability.

Dragon Feats

Owing to their unique forms, high Intelligence,and great age, dragons have developed a widerange of feats that enhance their fighting abili-ty, alter their special abilities, and allow themto adapt to a wide range of circumstances.

Alter Breath Weapon [General]

A dragon’s breath weapon is normally generat-ed by a combination of its physical organs andits innate arcane nature. Some dragons com-bine their magical abilities with their knowl-edge of magical lore to learn how to alter theirbreath weapon, producing blasts of icy cold,sheets of flame, and other effects.

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Prerequisite: Dragon.

Benefit: When a dragon takes this feat, it mustselect one of the following energy descriptors:acid, cold, electricity, or fire. Three times perday, the dragon may use a breath weapon thatinflicts damage of its chosen type.

Special: Each time a dragon takes this feat, itmay select a different energy type and gainthree uses of it per day. A dragon may not selectthe same energy type twice, and it may notselect the type of its natural breath weapon.

Breath Weapon Burst [General]

Some dragons learn to focus their breathweapon into a single, quick burst of energy thatcan strike a foe without endangering its allies.This feat is common amongst good dragonswho fight alongside dwarves, elves, and good-aligned humans.


Benefit: A dragon with this feat may target itsbreath weapon against a single target ratherthan use his weapon as an area of effect. Thesave DC and damage for the breath weaponremains the same, only the area struck by thebreath weapon is changed.

Continuous Breath Weapon [General]

By moderating the intensity of its breathweapon, a dragon can cause it to have anextended duration.

Prerequisite: Dragon, Sweeping BreathWeapon.

Benefit: A dragon with this feat may take a full round action to breathe a continuous spray ofits breath weapon. This attack affects anyone within a semi-circle with a radius equal to the

length of its standard breath weapon.

The attack deals only half damage to anyonewithin its area, and continues to affect the areauntil the dragon’s next turn, during which timethe dragon may take no other action. Creatureswithin the area must move out of it as their firstaction or suffer the effects of the breath weaponagain. Anything entering the area of effect dur-ing the round also suffers damage from thebreath weapon; this includes missile weaponsand other projectiles.

Special: A dragon that uses this feat rolls 2d4to determine the length of time it takes torecharge its breath weapon.

Debilitating Breath Weapon [General]

The dragon’s breath weapon is so intense it caus-es physical debilitation to anything it touches.


Benefit: A dragon with this feat deals abilitydamage with its breath weapon in addition tonormal damage. The damage dealt is equal toone point per age category to one physical abil-ity (Str, Dex, or Con), which is chosen at thetime the feat is selected. A successful savehalves this damage.

Divine Dragon [General]

Some dragons are charged or selected by thegods to work on their behalf. These wyrmsdefend temples, crusade against their deity’senemies, or ride into battle alongside paladinsor blackguards.


Benefit: A dragon with this feat replaces thesorcerer spellcasting levels it gains as itages with levels of divine spellcasting, as

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Draconic Tyrant

Level Base Attack Fort Ref Will Special1 +0 +0 +0 +2 Tyrant2 +1 +0 +0 +33 +2 +1 +1 +3 Eye of the dragon4 +3 +1 +1 +45 +3 +1 +1 +4 Inspiring presence

per the cleric class. It selects two domains asper a cleric and may turn or rebuke undead as acleric whose level equals its divine castinglevel.

Draconic Barrier [General]

A dragon’s keen senses allow it to ward offopponents who attempt to move close to itwhile avoiding its attacks of opportunity. Witha quick lash of its tail, the dragon sends anopponent stumbling to the ground.


Benefit: When a creature attempts to use theTumble skill to move through or past a dragon,the DC to successfully use that skill equals1d20 + the dragon’s base attack bonus, unmod-ified by Strength or size.

Elemental Affinity [General]

All dragons have a strong connection to a par-ticular type of energy, such as a red dragon’sconnection to fire or a white dragon’s links tothe frigid cold. Some wyrms develop a talentfor using magic related to their elemental traits.


Benefit: When casting spells that share adescriptor with the dragon’s creature subtype,the dragon counts as being a caster one levelhigher than normal. For example, a red dragonwith seven levels of sorcerer casts fireball as an8th-level sorcerer.

Extended Breath Weapon [General]

By moderating the intensity of its breathweapon, a dragon can make two attacks with itinstead of one.


Benefit: A dragon with this feat may break upits breath weapon into two separate attacks,which must take place within one round of eachother. Each use causes only half damage, andboth blasts can be targeted separately.

Special: A dragon that uses this feat mustrecharge its breath weapon as normal, onlyrolling after the second attack has been made.

Extra Breath Weapon [General]

In battle, a dragon must pause for a fewmoments before using its breath weapon againas its internal arcane energies accumulate in itsgullet. Some dragons keep a reserve of energythat they can use to activate their breathweapon after they have exhausted it.


Benefit: Once per day after using its breathweapon but before it may use it again, a drag-on with this feat gains a free use of its ability.The dragon must then wait the standard inter-val before it can once again use its breathweapon ability.

Normal: After using its breath weapon, a dragonmust wait 1d4 rounds before employing it again.

Special: A dragon may take this feat more thanonce, gaining one additional use of it per dayeach time.

Improved Crush Attack [General]

Through practice and experience, a dragonlearns to better use its great bulk and weight tocrush smaller foes.


Benefit: When using its crush attack, the drag-on deals double damage on the first round ofthe attack. On subsequent rounds, the dragongains a +4 bonus to grapple checks madeagainst its crushed opponents.

Improved Fear Aura [General]

The dragon’s appearance and personality aug-ment the terror it inspires in all who approachit, causing many warriors to flee in fear from itspresence.

Prerequisite: Charisma 14+.

Benefit: The save DC to resist the fear aura ofa dragon with this feat increases by 4.

Special: A dragon may take this feat only once.

Sweeping Breath Weapon [General]

By slowly channeling its breath weapon ratherthan expending it in one burst of energy, a drag-on can sweep a wide area with its flame or acid.

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Benefit: A dragon with this feat may use itsbreath weapon in a semicircle with a radiusequal to the length of its standard breathweapon. When using this attack in this manner,the dragon deals half normal damage.

Dragon Templates

The templates presented in this chapter aremeant to cover a wide range of dragons. Mostof them are best suited for use with the chro-matic and metallic dragons, though wyvernsand dragon turtles may get some limited usefrom them. These templates are particularlysuited to being stacked together. You can applytwo or more templates to a single dragon inorder to produce a unique wyrm.

Chaos Dragon

Over the course of history, the divide betweenthe various draconic sub-species has remainedrelatively stable. While occasionally a half-breed may arise that displays traits of two drag-on races (see the half-breed template, below),dragons normally fit within a tightly bound cat-egory marked by the color of their hides.

Occasionally, though, a dragon is born thatcombines traits from a wide range of drag-onkind. Some sages postulate that these birthsare the result of ancient crossbreeding, whileothers believe that some trick of fate or magicproduces these creatures. A few sages theorizethat these creatures are the result of a slaadexperiment in dragon breeding. Known aschaos dragons, these beasts are amongst themost powerful, domineering, and dangerous ofthe dragonkind. They combine the traits of allevil dragons with a strong bond to the forces ofchaos. Wherever a chaos dragon roosts, theregion around it soon turns into a ravagedwasteland. These beasts scour their territorywith their breath of fire, ice, and acid, huntingdown and slaughtering every living thing theyencounter.

Chaos dragons have mottled hides with stripedpatterns in red, white, blue, black, and green.Normally, one of these colors dominates thecreature’s scales, with the rest appearing asdots and stripes. The dominant color indicatesthe dragon’s heritage. When the dragon isexcited, such as during combat, this patternshifts and changes, causing confusion in thosewho view it.

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Creating a Chaos Dragon

“Chaos” is a template that may be added to anychromatic dragon. The dragon’s creature typeremains unchanged. It gains resistance to awide range of energy and conditions, severalnew breath weapons, and a set of magical abil-ities relating to its close allegiance to the forcesof pure chaos.

A chaos dragon uses its base creature’s charac-teristics except where noted below.

Hit Dice: Chaos dragons are hardier than theirnormal kin, gaining four extra Hit Dice.

AC: A chaos dragon’s natural armor bonusincreases by two due to its thick, magical hide.

Special Attacks: Chaos dragons gain the fol-lowing special attack.

Breath Weapon (Su): A chaos dragon’s breathweapon retains the shape, save DC, and dam-age of its base dragon’s type. However, itsbreath now deals acid, electricity, fire, and colddamage. Its breath weapon appears as a scintil-lating rainbow of rapidly shifting colors that inturn ignite, freeze, melt, and shock its victims.It deals +2 points of damage per die rolledwhen determining its breath’s damage, but itbecomes much more vulnerable to defensivepowers. Energy resistance of any of the fourtypes will fully apply to up to one quarter of thedamage caused by this breath weapon. Theother three quarters remain unaffected.

Dragon of all Colors (Su): In combat, the drag-on’s hide shifts colors rapidly, causing thosewho look upon it to be affected as if hit by acolor spray cast by a 10th-level sorcerer. Thesave DC against this effect is 11 + the dragon’sCharisma modifier. Activating this ability is astandard action.

Special Qualities: Chaos dragons are grantedthe following special qualities.

Immunities (Ex): Chaos dragons gain acid,cold, electricity, and fire immunity.Furthermore, if their base dragon is a cold orfire subtype creature, they lose the weakness tofire and cold, respectively, associated with thattrait. Their chaotic immunities (obviously) can-

cel it out.

Spell-Like Abilities (Sp): As chaos dragons age,they gain access to spells that draw upon thepower of raw chaos to smash their enemies. Adragon gains spells based on its age-based cast-er level. It may use each spell once per daywith a caster level equal to its sorcerer castinglevel. The DC to resist these spells is 10 + thespell’s level + the dragon’s Charisma modifier.

Caster Level Bonus Spell

1st entropic shield3rd protection from law5th magic circle against law7th chaos hammer9th dispel law11th mislead13th word of chaos15th cloak of chaos

Saves: Chaos dragons gain a +2 bonus to allsaving throws. The raw stuff of chaos thatflows in their veins disrupts spells, counterspoisons, and otherwise provides a staunchresistance against all effects.

Abilities: Chaos dragons gain a +2 bonus toStrength and Wisdom but a –2 penalty toIntelligence. Chaos warps their bodies andgives them insane insights into the world, but atthe price of their deductive abilities.

Climate/Terrain: Any. As beasts of chaos,these dragons are capable of roosting nearlyanywhere.

Organization: Solitary. Luckily for humanoidraces, chaos dragons hate each other almost asmuch as they hate other living things. Whentwo of these wyrms cross paths, they inevitablyduel to the death.


Treasure: Double standard.

Alignment: Always chaotic evil.

Deep Dragons

While the classic dragon is depicted soaringthrough the sky on great wings, not all dragonslive upon the surface world. Some lurk deepwithin the world’s dark caves and forgottengalleries. These dragons’ unique abilities andadaptations allow them to slide through other-wise impassable dungeon corridors, lurk with-

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in the shadows of a great cavern, and stalk preyin the underworld’s endless night. Deep drag-ons have duller hides and longer, more serpen-tine bodies in comparison to their surface kin.

Creating a Deep Dragon

“Deep” is a template that may be added to anydragon. The dragon’s creature type remains thesame, though it gains the earth subtype. It gainsimproved stealth abilities, the capacity tosqueeze within passages and caves otherwisetoo small for its bulk, improved abilities forfighting in the dark, and enhanced stealth abil-ities.

A deep dragon uses its base creature’s charac-teristics except where noted below.

Speed: Deep dragons cannot fly, as they lackwings. They lose this mode of movement. In itsplace, they gain the ability to burrow throughdirt and rock at half their normal speed.

AC: Deep dragons develop thick, rocky platesupon their hides. Their natural bonus to ACimproves by 2.

Damage: A deep dragon counts as being onesize category larger when determining the dam-

age it inflicts with its claw attacks. Its thick,long, sharp talons are suited to sundering rockas it burrows and cleaving through flesh andarmor.

Face/Reach: With their serpentine, windingbodies, deep dragons have longer but narrowerbodies than other wyrms. Their face and reachdepend on the base dragon’s size.

Size Face ReachTiny 2 1/2 ft. by 2 1/2 ft. 5 ft.Small 5 ft. by 5 ft. 5 ft.Medium-size 5 ft. by 5 ft. 5 ft.Large 5 ft. by 10 ft. 10 ft.Huge 5 ft. by 20 ft. 10 ft.Gargantuan 10 ft. by 50 ft. 15 ft.Colossal 10 ft. by 100 ft. 15 ft.

Special Attacks: Deep dragons gain the fol-lowing special attack.

Fiery Spittle (Su): All deep dragons have athick, gooey spittle that is hot enough to searflesh and slowly melt rock. Normally, as theytunnel through the earth they secrete this fluidto soften stone. In battle, the deep dragon dealsan additional 1d8 points of fire damage on abite attack as its spittle flows over its foe andburns him.

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Special Qualities: Deep dragons are grantedthe following special qualities.

Darkvision (Ex): Deep dragons can see in utterdarkness 500 feet farther than normal dragonsof their age category.

Resistance (Ex): If the deep dragon does notalready possess fire immunity, it gains fireresistance 10.

Shadowy Form (Su): Deep dragons gain a +10racial bonus to Hide checks. Shadows clusteraround them, allowing them to lurk unobservedin a dark cave corner.

Abilities: Deep dragons gain a +2 bonus toStrength and a –2 penalty to Charisma. Thesecreatures are stronger but duller than their sur-face kin.

Climate/Terrain: Any subterranean.

Organization: As base dragon.

Challenge Rating: As base dragon +1.

Treasure: As base dragon.

Alignment: As base dragon.

Feral Dragons

While dragons are typically thought of as cun-ning, intelligent creatures, some amongst themare mere unthinking brutes that use their rawphysical power and supernatural abilities tohunt for prey and dominate a region. Theseferal dragons are essentially wild animals thatpick out a hunting ground and quickly rise tothe top of its pecking order. Though comparedto other dragons they are unintelligent animals,their magical abilities and raw physical powermake them very dangerous animals indeed.

Creating a Feral Dragon

“Feral” is a template that may be added to anydragon. The dragon’s creature type remains thesame, though it loses any alignment subtypes ithas, if any. It gains superior physical attacks,faster speed, and better damage at the cost of itswits and some of its magical abilities.

A feral dragon uses its base creature’s charac-teristics except where noted below.

Hit Dice: Bigger and tougher than their morerefined cousins, a feral dragon gains four HD.

Speed: Feral dragons are swifter on the groundand on the wing compared to their cousins.Some of these beasts fly for days at a time,while others range across mountains, plains,and forests for months in search of meals. Feraldragons gain a +10 ft. bonus to their groundspeed and a +20 ft. bonus to their flying speed.

Attacks: All feral dragons gain a +4 bonus totheir base attack. In addition, they have long,sharp horns that allow them to make a goreattack at their best base attack bonus in additionto their bite, claw, and other attacks.

Damage: A feral dragon counts as one sizelarger when determining the damage it inflictswith its physical attacks and which physicalattacks it may use. Furthermore, its gore attackdeals damage according to its size, as shownbelow.

Dragon Size Gore DamageTiny 1d4Small 1d6Medium-size 1d8Large 2d6Huge 2d8Gargantuan 4d6Colossal 4d8

Special Qualities: Feral dragons lack the sor-cerer spellcasting ability of other wyrms. Theygain their dragon type’s innate spells but notlevels of sorcerer casting ability.

Feral Rage (Ex): Once per day, a feral dragoncan enter a blood frenzy that grants it tremen-dous physical power at the cost of its specialabilities. As a free action, the dragon enters astate of unthinking fury. It gains a +6 bonus toStrength and Constitution and a +4 bonus to allWill saves, but it suffers a –4 penalty to AC andcannot use any of its supernatural or spell-likeabilities. This rage lasts five rounds + the drag-on’s rage enhanced Constitution modifier.

Abilities: Feral dragons are stronger andtougher, but also denser, than their normal kin.They gain +2 Strength, +4 Constitution, –6Intelligence, and –6 Charisma.

Feats: All feral dragons gain one bonus featthat may be chosen from the following: Flyby

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Attack, Hover, Multiattack, Snatch, andWingover.

Climate/Terrain: As base dragon.



Treasure: Half standard.

Alignment: As base creature.

Half-Breed

Just as dragons are capable of breeding withalmost any creature they encounter, so too arethey able to breed across dragon types.Typically, the result of such unions takes afterits mother, yet its father’s heritage shinesthrough in its appearance and abilities. Half-breed dragons gain traits and spell abilitiesassociated with both of their parents. They mayalternate breath weapons between both sides oftheir family tree and they gain more immuni-ties and special abilities than other dragons.

Creating a Half-Breed

“Half-breed” is a template that may be added toany dragon. The creature’s type remains thesame, though it may gain new subtypes. Itgains abilities based on the dragon types fromwhich it is descended.

A half-breed uses its base dragon’s characteris-tics except where noted below. In addition, picka second dragon type that provides the otherhalf of its heritage. This dragon type is referredto as its sire.

Special Attacks: A half-breed dragon’s breathweapon is altered to reflect its heritage.

Breath Weapon (Su): When using its breathweapon, the half-breed deals damage accordingto the better listed range for a dragon of its agecategory for either half of its heritage. For exam-ple, a white/red crossbreed deals damage as awhite or red dragon of its age category, whichev-er is greater. In addition, the dragon may choosefor its breath weapon to function as either itsbase dragon or its sire. For example, thewhite/red crossbreed can use either a cone offire or a cone of cold. It may choose eachtime it uses its breath weapon.

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Special Qualities: Half-breeds gain the specialabilities of both their base and sire dragon’stypes based on their age. They gain the better ofthe two’s spell resistance and caster level. Theygain all the innate supernatural and spell-likeabilities from both halves of their heritage. Forexample, a young adult white/red crossbreedwould have the young adult red dragon’s firesubtype, locate object, damage reduction, and5th-level spellcasting ability. It would also gainthe white dragon’s cold subtype, icewalking,and fog cloud ability. The half-breed has bothits base and sire’s listed creature subtypes.

Abilities: The half-breed uses the higher of theability scores listed for a dragon of its base andsire’s type at its current age.

Climate/Terrain: As base and sire dragon.





Planar Dragon

Some dragons grow bored of the mortal realmand seek to travel to distant worlds, aliendimensions, and other strange vistas. Over thecenturies, these plane-hopping wyrms havedeveloped into a unique sub-species with mag-ical abilities well suited to aid them in theirtravels. Planar dragons have the outwardappearance and mannerisms of their standardkin. However, in battle they quickly put to usetheir abilities to enter the ethereal plane, catch-ing their foes off guard and springing a nastysurprise upon them.

Creating a Planar Dragon

“Planar” is a template that may be added to anydragon. The dragon’s creature type remains thesame. It gains magical abilities that allow it tomove between the planes and travel great dis-tances in a split second.

A planar dragon uses its base creature’s charac-teristics except where noted below.

Special Attacks: Planar dragons gain the fol-lowing attack form.

Plane Shifter’s Charge (Ex): When usingdimension door or teleport, a planar dragonmay take a partial action to make a meleeattack immediately after arriving at its destina-tion if it has not yet used its move-equivalentaction for the round. The dragon’s foe loses hisDexterity bonus to AC.

Special Qualities: Planar dragons gain a set ofspecial abilities that allow them to travel acrossthe boundaries that separate the mortal realmfrom the divine realms and other dimensions.They gain these abilities based on their age. Allof these spells are cast as a sorcerer whose levelequals the planar dragon’s Hit Dice.

Age AbilityWyrmling Detect chaos/evil/good/law at willJuvenile Dimension door at willAdult Ethereal jaunt at willOld Teleport without error at willAncient Gate 3/dayGreat Wyrm Astral projection at will

Saves: Exposure to planar energies gives thesedragons a +2 bonus on all saving throwsagainst spells and spell-like effects.

Abilities: Planar dragons have a keener senseof their surroundings and stronger personalitiesthan other dragons, giving them a +2 bonus toWisdom and Charisma. Their experience froma young age in the grand vista of the planesinstills in them a regal bearing and teachesthem the value of alertness and a keen eye.

Climate/Terrain: Any.



Treasure: As base dragon.


Undead Dragon

Called forth from beyond the mortal realm toonce again fly through the night, undead drag-ons are amongst the most powerful creatures anecromancer or evil high priest can bring tounlife. Combining the ferocity of a dragon withthe unholy energy of the living dead, undeaddragons are the bane of all good creatures—relentless, implacable machines of destruction.These creatures appear as skeletal dragons with

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a few, key organs still in place. Typically, thedragon’s heart and eyes remain intact, kept inplace with rope, ligaments, tendons, and othermaterials. More than a few travelers have mis-taken an undead dragon for a simple skeletonright up until the beast unleashed its fearsomebreath weapon.

Creating an Undead Dragon

“Undead” is a template that may be added toany evil dragon. The creature’s type becomes“undead,” though it retains its subtypes. Itgains a new breath weapon to replace its previ-ous one, resistances to some forms of magic,and new abilities that draw on necromanticenergy to defeat its foes.

An undead dragon uses its base creature’s char-acteristics except where noted below.

Hit Dice: The undead dragon loses itsConstitution bonus to hit points, as it no longerpossesses that score.

AC: Undead dragons gain a +4 bonus to theirnatural AC modifier. Their thick, iron-hardbones repel blows with ease.

Attacks: An undead dragon retains its basecreature’s attack forms and damage.

Special Attacks: Undead dragons have a mod-ified breath weapon attack that replaces theirold one.

Breath Weapon (Su): Undead dragons have twobreath weapons. The first is a cone of ebonyblack energy that deals damage as per the basedragon’s breath weapon. Creatures that failtheir save against this breath weapon are alsoblinded for 1d4 rounds. The second form is aline of gray, acidic fluid. This weapon dealsacid damage. In addition, any creature killed bythis weapon arises as an undead creature in 2d6minutes. Humanoids and other living creaturesarise as wights, while wyrms animate asundead dragons under the control of the dragonthat killed them.

Special Qualities: Undead are granted the fol-lowing special qualities.

Spellcasting: Undead dragons retain their sor-cerer casting abilities, but they may only usenecromancy spells with this ability.

Innate Abilities: Creatures granted this tem-

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plate lose all the supernatural and spell-likeabilities their dragon type grants them exceptfor damage reduction. In their place, theundead dragon gains new abilities based on itsage. Note that turn resistance does not stack.Use the highest listed bonus for the undeaddragon’s age. When using these abilities, thedragon casts spells as a 17th-level cleric or acleric whose level equals its Hit Dice, whichev-er is lower.

Age AbilityWyrmling Cold immunity, curse water

3/day, turn resistance +2Juvenile Desecrate 3/dayAdult Animate dead 1/day, deeper

darkness 1/day, turn resistance+4

Old Turn resistance +6, unhallow1/day

Ancient Create undead 1/day, turn resis-tance +8

Great Wyrm Create greater undead 1/day,turn resistance +10

Abilities: Undead dragons do not haveConstitution scores. They gain a +2 bonus toCharisma and Wisdom.

Feats: Undead dragons gain the Toughness featfor free.





Alignment: Equal chance of lawful, neutral,or chaotic evil.

New Rules for Dragons

As dragons are amongst the most powerful anddangerous creatures in fantasy gaming, everyencounter with one should be a memorableexperience. When a dragon shows up on thescene, the players pay attention. For veteranplayers, though, dragons can become a littlerepetitious. Aside from differences in theirbreath weapon, most dragons are more alikeacross the different colors than they are dis-tinct. While a dragon’s feats and skills are cus-tomizable, these abilities play only a small rolecompared to the impact its breath weapon,attacks, and spells have on an encounter. Thenew special attacks and qualities presented inthis section allow you to modify, sometimes ina very basic way, how a dragon fights andworks. In addition, a listing of new breathweapon types allows you to add some variationto the traditional bursts of fire, lightning, cold,and acid that players are used to seeing.

New Dragon Special


The following special abilities are available toall dragons. Chapter 1 explains how to add anew ability to a creature, modify its CR, andgrant it bonus HD to compensate for itsincreased CR.

Barbed Tail (Ex): The dragon’s tail ends in along, sharp point coated with a deadly venom.In combat, the dragon may attack with this tailas if it was a secondary weapon, using the samebase attack bonus it uses for its claws, wings,and other attacks. The tail deals damageaccording to Table 4–1. In addition, it injects apoison whose potency is determined by thedragon’s size, as shown in the table above.

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Table 4–1: Barbed Tail Poison and Damage

Size Damage Fort DC Initial/Secondary DamageTiny 1d2 11 1d2 Str/1d2 StrSmall 1d3 13 1d3 Str/1d3 StrMedium-size 1d4 15 1d4 Str/1d4 StrLarge 1d6 17 1d6 Str/1d6 StrHuge 1d8 19 1d8 Str/1d8 StrGargantuan 2d6 23 1d10 Str/1d10 StrColossal 2d8 27 2d6 Str/2d6 Str

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Relative Cost: NA; Absolute Cost: 100 CP;Prerequisite: Dragon.

Energy Radiance (Ex): The dragon’s innergullet is alive with the energy and liquids it usesto produce its breath weapon. Any creature thatmoves close to the creature takes damage fromthe energy radiated by the dragon’s internalprocesses. The radius, damage, and Fortitudesave DC to avoid this damage are all based onthe dragon’s size, as shown in Table 4–2. Thisdamage counts as the same type as one of thedragon’s breath weapons, typically acid, cold,fire, or electricity.


Extra Dragon Head (Ex): A dragon with thisability has two or more heads, each of which iscapable of using a breath weapon or attackingin combat. When the dragon takes its action,each additional head is allowed a partial actionin addition to the dragon’s normal action. Thisaction may either be a spell cast using the drag-on’s normal arcane or divine casting abilities, abite attack using the dragon’s base attack bonusand dealing damage as per a dragon of its size,or a breath weapon. Each head uses the drag-on’s normal breath weapon, and each maybreath once every 1d4 rounds. Keep track ofeach head’s use of this ability separately. If adragon is granted an additional breath weapontype, each new type must be purchased sepa-rately for each head that wishes to use it.

In addition to these extra attacks, a dragongains a +4 bonus to all Spot and Listen checksfor each additional head. Dragons may begiven a maximum number of heads based ontheir size.

Dragon Size Maximum # of Heads

Large 2Huge 3Gargantuan 4Colossal 6


Fiery Innards (Ex): Within many dragons,fiery hot blood, intensely frigid gases, andstreams of bitter acid flow through their veinsand between their organs. When a warriorstrikes such a wyrm, his weapon cleaves opena hole that allows this deadly energy to rush outand engulf, potentially causing a seriouswound. When a dragon with this ability isstruck in melee, the attacker must make aReflex save with a DC equal to the damage heinflicted. On a failed save, he takes damageaccording to the dragon’s size. This damage isof the same type (fire, cold, electricity, acid) asthe dragon’s breath weapon. If the dragon hasmore than one breath weapon, choose one ener-gy type appropriate to its breath weapons toapply to this ability. Any extra effects causedby a breath weapon beyond the energy descrip-tor do not apply to this ability.

Size Damage

Tiny 1d2Small 1d3Medium-size 1d4Large 1d6Huge 1d8Gargantuan 2d6Colossal 2d8


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Table 4-2: Energy Radiance Damage

Size Damage Fort DC RadiusTiny 1d2 12 5 ft.Small 1d3 14 10 ft.Medium-size 1d4 16 15 ft.Large 1d6 18 20 ft.Huge 1d8 20 30 ft.Gargantuan 2d6 24 50 ft.Colossal 2d8 28 80 ft.

Sonic Roar (Su): With an ear-splitting scream,a dragon can unleash a fearsome sonic attackusing its roar. Three times per day, a dragonwith this ability can make a sonic attack againstall creatures in its immediate area. The radius,damage, and Fortitude save to resist this abilityare based on the dragon’s size. A successfulsave halves the damage. On a failed save, a vic-tim is struck deaf for 1d4 hours.

Size Damage Fort DC RadiusTiny 1d4 12 5 ft.Small 1d6 14 10 ft.Medium-size 1d8 16 15 ft.Large 2d6 18 20 ft.Huge 2d8 20 30 ft.Gargantuan 4d6 24 50 ft.Colossal 4d8 28 80 ft.


New Breath Weapons

In addition to the standard breath weaponsdragons use, the following new breath weapontypes may be added to any dragon. If a crea-

ture does not possess a breath weapon abili-ty, increase the CR cost of the first breath

attack it purchases by three. The breathweapon’s size is determined by the creature’ssize, as per normal dragons. Its damage andsave DC equals either the values used for thedragon’s standard breath attacks or, if the crea-ture does not already have this attack form, aredetermined by the table below.

Size Damage Reflex DCTiny 1d6 12Small 2d6 13Medium-size 4d6 16Large 8d6 18Huge 10d6 24Gargantuan 12d6 30Colossal 16d6 34

When purchasing multiple breath weapons fora dragon, it may choose which weapon to useeach time it breathes. As standard for dragons,after breathing it must wait 1d4 rounds beforeit can breathe again, even if it possess two ormore versions of this attack.

Fog Cloud: This breath weapon produces athick cloud of water vapor that blocks sight asper the spell obscuring mist. It covers an areacentered on the dragon with a radius equal tothe length of a line breath weapon.

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Force Wave: A force wave is a concentratedwall of energy that slams into opponents, deal-ing damage and knocking them over. Thisbreath weapon is cone shaped and deals dam-age with a save DC equal to the dragon’s stan-dard breath attack. On a failed save, a characteris also knocked prone.


Hallucinogenic Gas: This cone-shaped breathweapon deals no damage, but creatures caughtwithin it must make a Will save (DC as stan-dard for the dragon’s breath weapon) or beaffected by the spell confusion for 2d4 rounds.


Holy Energy: This breath weapon takes theform of a cone of blinding light. Good crea-tures take no damage from it, while neutralones take half damage. Evil creatures take nor-mal damage and are blinded for 2d4 rounds ona failed save. Undead take double damage on afailed save and are blinded for 2d8 rounds.These creatures take half-damage, as normal,on a successful save.


Scouring Sand: A favorite of dragons thatdwell in deserts and other dry areas, this breathweapon is a cone that deals damage as normaland causes a –2 penalty to attacks and skillchecks for 2d6 rounds on a failed save. Thescouring sand shreds flesh, leaving its victimsin agony and hampering their attacks and skillchecks.

Relative Cost: NA; Absolute Cost: +100 CP;Prerequisite: Dragon.

Sticky Spew: With a great heaving of its stom-ach, the dragon belches forth a sickening com-bination of digestive juices that hampers andslows its victims. Any creature caught in thiscone breath weapon’s area of effect suffersfrom the effects of slow for 2d6 rounds. A char-acter can spend a partial action that provokesan attack of opportunity to clean himself off,

removing this effect. Furthermore, any charac-ter who takes a double move or attempts to runacross an area hit by this breath weapon mustmake a Balance check (DC 20) or fall proneand lose the rest of their movement action. Thegoo remains in place for 1d4 minutes. Dragonswith this breath weapon ignore the Balancecheck but are still affected by its slow effect asnormal.


Unholy Energy: This cone of utterly blackenergy inflicts a negative level on all good orneutral creatures caught within it who fail theirFortitude save. The save DC to remove thisnegative level equals the DC needed to avoidthis effect.


Sample Dragon

Gyrthax the Earth Serpent is an example ofhow you can use multiple templates and a fewspecial abilities to make a wholly unique drag-on. He was built using a juvenile red dragon ashis base, with the chaos and deep templatesadded to him. He was then given an extra headto give him a stronger punch against adventur-ers and other enemies.

Gyrthax the Earth Serpent

Juvenile Chaos Deep Red Dragon

Large Dragon (Fire)

Hit Dice: 26d12+104 (273 hp)Initiative: +4 (Improved Initiative)Speed: 40 ft., burrow 30 ft.AC: 28 (–1 size, +19 natural)Attacks: Bite +32 melee, 2 claws

+27 melee, 2 wings +27melee, and tail slap +27melee

Damage: Bite 2d6+1d8+11, claws2d6+5, wings 1d6+5, tail1d8+5

Face/Reach: 5 ft. by 10 ft./10 ft.Special Attacks: Breath weapon, fiery spit-

tle, extra headSpecial Qualities: Locate object, entropic

shield, protection fromlaw, fire subtype,

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spells, acid, cold, electrici-ty, and fire immunity, dark-vision 900 ft., shadowyform

Saves: Fort +19, Ref +17, Will +17Abilities: Str 33, Dex 10, Con 19, Int

12, Wis 17, Cha 13Skills: Appraise +10, Bluff +12,

Concentration +14, Hide+14, Knowledge (arcana)+7, Listen +17, MoveSilently +7, Search +15,Sense Motive +9, Spot +17.

Feats: Expertise, Extra BreathWeapon, ImprovedInitiative, Improved Trip,Lightning Reflexes, PowerAttack.

Climate/Terrain: Any subterraneanOrganization: SolitaryChallenge Rating: 16Treasure: Triple standardAlignment: Chaotic evil

Gyrthax is a feared marauder of the deep. Thedwarf kings of the Spine Mountains are tornbetween fearing an attack by this burrowingbeast in the near future or dealing with themonstrous wyrm it will one day grow into.Gyrthax looks like a long serpent with a color-ful hide that seems to undulate and pulse witha rainbow pattern of colors. It slides along onits belly, rising up to attack with the two heads

that sprout from its body and rake foes with itslong, obsidian claws. Few creatures can sur-vive blasts of energy from Gyrthax’s twinheads.

Breath Weapon (Su): As a chaos dragon,Gyrthax’s breath deals acid, electricity, fire,and cold damage. Its breath weapon appears asa scintillating rainbow of rapidly shifting col-ors that in turn ignite, freeze, melt, and shockits victims. This breath weapon deals 8d10+16damage in a 40 ft. cone with a save DC of 22.

Dragon of All Colors (Su): In combat,Gyrthax’s hide shifts colors rapidly, causingthose who look upon it to be affected as if hitby a color spray cast by a 10th-level sorcerer.The save DC against this effect is 12.

Fiery Spittle (Su): In battle, Gyrthax deals anadditional 1d8 points of fire damage on a biteattack as its spittle flows over its foe and burnshim.

Extra Head (Ex): Gyrthax’s second head mayuse its breath weapon independently of his firsthead. It also gains a partial action that it mayuse to use a breath weapon. Thus, he maybreathe twice in a round, rolling 1d4 to deter-mine the interval before each head may breatheagain. The second head attacks with a total +32on attack rolls, dealing 2d6+1d8+11 damage.

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CHAPTER FIVE

Elementals

Representing the pure expression of the funda-mental building blocks of the multiverse, theelementals can be considered equal parts crea-ture and force of nature. Elementals use specialattacks and magical abilities that draw on theiraffinity for a specific type of material. Most ele-mentals are best suited to melee combat. Theirabilities augment their combat skills, grantingthem additional damage or extra options in bat-tle. Few have special attacks or qualities thatallow them to function as spellcasters, and nonehave magical abilities that duplicate powerfulspells or can destroy a character with a singlefailed saving throw. In the core d20 Systemrules, the following creatures fall into the ele-mental category: air elemental, belker, earthelemental, fire elemental, invisible stalker, mag-min, thoqqua, and water elemental.

Building Elementals

Since the four primary elemental creatures (air,earth, fire, and water) come in a wide range ofsizes, it is quite possible to continue using ele-mentals throughout a campaign. However, thisposes the problem that elementals quicklybecome predictable. After all, the smallest ver-sion of an elemental has essentially the sameabilities and tricks as the largest elemental type.

However, this does not pose much of a problemconsidering elementals are best suited for use inmelee. They have fairly strong physical attacksthat are often given an extra punch by the crea-ture’s elemental abilities. Even the belker’sgaseous form ability essentially serves toimprove its fighting capabilities. When buildingan elemental, you face two possible paths. Youcan pick skills and abilities that improve itsmelee ability, opting for feats such as WeaponFocus and classes such as fighter or barbarian.Alternatively, you can stack an elemental withthe special abilities presented in this chapter toenhance their range of use. The rules outlinedhere allow you to customize elementals andgive them much greater abilities to manipulateand control energy and phenomena associatedwith their elemental type. This allows you tobuild elementals that have talents beyond sim-ply charging and attacking the characters.

Classes

Since the core elementals come in a variety ofsizes, it is relatively easy to stack plenty ofcharacter levels onto these creatures. Asidefrom the largest elementals, most have CRsthat range from 2 to 6. Even the mostpowerful creatures of this type, elder ele-

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mentals, have a CR of 11. Thus, you have a lotof leeway in assigning class levels to elementalcreatures at a wide range of base CRs.

The standard elementals benefit most from thefighter and barbarian class. Since these crea-tures lack abilities that supercede their physicalattacks, it makes the most sense to go withclasses that enhance and support their meleeabilities. Both of these classes give elementalsimproved base attack bonuses, feats, andimproved hit points.

The rogue class is tailor made for the invisiblestalker. The stalker’s natural ability to remaininvisible allows it to make maximum use of therogue class’s sneak attack ability. Skills such asOpen Lock and Search give the stalker thecapability to evade traps and breach other secu-rity measures. Even better, after a few levels ofrogue the stalker can gain levels in the assassinclass. That prestige class’s death attack abilitycoupled with the stalker’s invisibility yield adangerous foe.

The spellcasting classes generally make a poorchoice for high CR elementals, but smaller

ones can gain quite a bit of use from them.While the standard elemental ability scores

cripple their spellcasting abilities, a few tweaksto those numbers can solve that problem. Smallelementals make good casters, as they have alow enough standard CR that they can acceptmany spellcasting levels without leaving themtoo powerful to use in your adventures. Theseelementals have good defensive abilities, par-ticularly their natural AC and innate immuni-ties, that allow them to survive longer in battle.Additional rules for elemental spellcasters arepresented later in this section.

Between the four core spell-using classes (cleric,druid, sorcerer, wizard) elementals work best aswizards and sorcerers. These two classes haveaccess to plenty of offensive spells that workwell with an elemental’s abilities and immuni-ties. For example, a fire elemental wizard can usespells such as fireball or flaming sphere in closeproximity to its position without fear of injury.Illusions help cloak an elemental’s nature, a par-ticularly useful defense since experienced orclever players know how to take advantage of anelemental’s weaknesses. For instance, a fire ele-mental disguised as an elf, or perhaps even awater elemental, can lure the characters intowasting spells such as flame arrow on it.

Elemental clerics and druids can be effective,though they work best when supporting othercreatures and elementals. Since these monstersalready have solid melee abilities, the clericand druid classes present a nice combination ofcombat and spellcasting abilities. If you wantto build an elemental that faces the party alone,both druid and cleric are good choices. The ele-mental gains a solid base attack bonus progres-sion when the characters wade into melee withit. The cleric spell list has options an elementalcan use to buff itself up before an encountersuch as bull’s strength, while the druid gains afair selection of healing and offensive spells.

An elemental bard can be useful if you designan encounter with several elementals workingin concert, but elementals have no features thatmake them particularly suited to this class. Onthe other hand, a bard invisible stalker could bea troublesome thorn in a party’s side, since itcan use its music abilities to support other mon-sters while remaining hidden from view. Whilethis combination lacks the hitting power of arogue stalker, it can be a good choice if youwant to use a stalker as a scout and supportingmonster for a more powerful creature.

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Feats

The usual selection of combat feats, WeaponFocus, Improved Critical, and so forth, are allsolid choices for an elemental that is intendedto fight the party in melee. Furthermore, featssuch as Sunder and Improved Bull Rush can bevery handy for Large elementals and verystrong ones, such as earth elementals.Compared to most humanoids, the high CR ele-mentals are strong and big enough to makegood use of these feats.

Elementals that are vulnerable to particularattacks, such as fire elementals, are good can-didates for Lightning Reflexes and GreatFortitude. These feats allow elementals toavoid the double damage they may sustain formissing a saving throw against effects that dealdamage inimical to their elemental subtype.

Some elementals that have Dexterity scoreshigher than their Strength should selectWeapon Finesse for their natural attacks. Mostsuch elementals gain this feat as a default, butit is a good idea to keep the gulf between thosetwo scores in mind.

Skills

Few skills stand out as particularly useful forelementals. For air and fire elementals, Tumbleallows them to evade powerful melee charac-ters and focus on wizards and other spellcast-ers. Since both of these monsters have excel-lent Dexterity scores, even at low level or whenpurchased as a cross-class skill, Tumble servesthem well. As usual, Spot and Listen are goodchoices to help prevent ambushes and to keeprogues, monks, and bards from sneaking pastan elemental.

Equipment

Elementals have little need for most mundaneitems. Swords, axes, and other weapons pale incomparison to an elemental’s natural attacks.However, elementals can gain quite a bit fromarmor forged and sized for their use. Whilemost lack the necessary feats to use armor andsome do not have bodily forms that could logi-cally accept suits of armor, those elementalsthat qualify to wear armor can quickly pushtheir AC up close to 30. Elementals have natur-al AC bonuses, thus any armor they wear stackswith their standard AC.


Elementals are innately magical creatureswhen compared to mundane animals andhumanoids. As little more than elemental mat-ter given sentience, their fundamental naturerelies on the cosmic forces that bind the planarsystem together. Most elementals have abilitiesthat allow them to control or alter materials thatrelate to their elemental nature. As such, ele-mentals have a natural affinity for spells thatrelate to their planar origin.

Elemental Spellcasters

When an elemental uses magic it has a mucheasier time mastering complex spells that relateto its nature. The table below summarizes eachelemental subtype and the spell descriptorslinked to it. When casting a spell that has oneof the listed descriptors, the elemental countsas a caster one level above his actual casterlevel. Factors such as range, damage, and dura-tion are all calculated according to the modi-fied caster level. In addition, some specificspells are suited to elemental casters. The sec-ond table lists specific spells linked to each ofthe four elemental types. When casting thesespells, elementals of the listed subtype count asa caster one level higher than their own.

Elemental Subtype Spell DescriptorAir Electricity, sonicEarth AcidFire FireWater Cold

Elemental Subtype Specific SpellsAir Control weather, con-

trol winds, gaseousform, gust of wind,whirlwind, windwall

Earth Earthquake, ironbody, magic stone,spike stones, stoneshape, stoneskin,wall of stone

Fire Heat metal

Water Control water,water breathing

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Summoning and Conjuration

In addition to their affinity for the listed spells,elementals are adept at summoning creaturesfrom their home planes. When using any sort ofConjuration that creates or summons eithercreatures native to an elemental’s home planeor elementals that share the caster’s subtypedescriptors, the elemental counts as a castertwo levels higher than its regular caster level.Elementals’ knowledge of planar structure andinnate magical natures allow them to call crea-tures to serve them for longer than usual. Onthe other hand, if an elemental spellcaster sum-mons a creature from an elemental plane otherthan its own or an elemental that does not shareany of its descriptors, it counts as a caster twolevels below its normal caster level. The sametraits that enable an elemental to call creaturessimilar to it restrict its ability to summon thosefrom different planes. If this penalty wouldreduce an elemental’s caster level below one,the elemental cannot summon creatures fromelemental planes other than its own.

Elemental Druids and

Rangers

With their natural affinity for creatures fromtheir home domains, elemental rangers anddruids may use animal friendship to gain pla-nar creatures as companions. Both classes mayhave up to half their HD in elemental creaturesthat share a subtype designator with them ascompanions. Otherwise, use the standard rulesfor animal companions.

Rangers that select elemental as a favoredenemy may opt to narrow that category downto a specific subtype in exchange for an addi-tional bonus. If an elemental ranger selects aspecific creature subtype, he gains an addition-al +1 bonus against that favored enemy as perthe class ability. However, he gains no bonusesagainst elemental creatures that do not matchhis chosen subtype. The elemental ranger gainshis additional bonus so long as one of the crea-ture’s listed subtypes matches his chosen one.

Magic Items

Most elemental creatures lack the body formnecessary to make use of magical items. Waterelementals, fire elementals, and air elementalsall have relatively immaterial bodies. In order

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to fully utilize magical items, they must devel-op and use items that are completely alien tohumanoids. The following new magic itemtypes allow elementals to make use of itemssuch as potions, cloaks, and other enchantedgear that they cannot normally utilize.

Air Elementals: In place of potions, air ele-mentals use magical gases. Each of these itemsis kept in a glass or ceramic container. Whenthe air elemental wishes to use the gas potion,it uncorks the container and absorbs theenchanted mist that flows forth from it. Asidefrom this difference in delivery method, thepotion functions exactly as normal. Any airsubtype elemental creature with the BrewPotion feat may create potions in this manner.Use the rules for brewing potions as normal.

Air elementals are also capable of using a fewother normal magic item types. They may wearcloaks as normal merely by grasping the articleof clothing within their airy forms and lifting italoft within them. Other items air elementalsmay use include ioun stones, woodwind instru-ments, such as pipes and horns, pearls, peri-apts, and other small trinkets.

Earth Elementals: Composed of solid rockand dirt, creatures of elemental earth can useitems created for humanoids as normal. Mostof these creatures have body forms that corre-spond to a humanoid shape, allowing them todon cloaks, rings, and other items as normal. Inplace of potions, earth elementals infuse theirpotions into small crystal shards that containmagical energy. An earth creature either eatsthe shard or drives it into its body and absorbsits energy. Otherwise, it functions exactly like anormal potion. Elemental creatures with theearth subtype may create these shards as per thestandard rules for potions. Such a creature withthe Brew Potion feat may opt to produce shardsand/or potions.

Earth elementals may use almost any item asnormal. Their body forms allow them to useany item of clothing or manipulate magicalitems as a humanoid.

Fire Elementals: As creatures of pure flame,fire elementals and those with the fire subtyperely on magical fuel to infuse themselves withenchantments. In place of potions, these crea-tures use small shafts of wood infused withmagical power. When the fire creature burns

the shaft in its flames, the magical potentialwithin it is released and grants the fire creatureits properties. Any potion may be prepared inthis manner. Fire creatures pay no additional gpor XP cost to create potions in this manner, asthis method is the standard method for prepar-ing these items on their home plane. Any firesubtype, elemental creature with the BrewPotion feat may produce these items.

Fire elementals are at a major disadvantagecompared to most other elemental creatureswhen it comes to magic items. Unless they havea physical body, such as a magmin does, theycannot use magical items aside from the shaftsdescribed above. Not only does a fire elementallack a material body, the energy that sustains itburns to ash most items it attempts to use.

Water Elementals: Water elementals may usepotions as normal. By spilling the potion intoits watery body, the creature absorbs its magi-cal effect and gains its benefits as normal.

Water elementals can use the same generalspread of items available to air elementals.They can utilize ioun stones, pearls, periapts,and other small trinkets that they can absorbinto their watery forms and swirl through theirinternal currents. Other items are simply tooalien for water and water subtype elementals toeffectively employ.

Elementals and Spells

When choosing spells for elementals, focus firston selecting defensive spells that can mask anelemental’s weaknesses. For example, fire ele-mentals are well served by defensive spells thatprevent cold damage, such as endure elements.If the characters opt to exploit an elemental’sweakness, these spells can at the very least mol-lify the effects of such attacks. Otherwise, onefailed saving throw can destroy even the mostpowerful elemental creature. This advice ismost applicable to fire elementals.

A simple levitate spell can radically increasethe effectiveness of an air elemental. When castupon an opponent, this spell allows the ele-mental to force an opponent into the air wherethe air elemental gains bonuses to its attacksand damage. For similar reasons, telekinesishelps earth elementals deal with creaturesthat manage to avoid contact with theearth.

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Spells that enhance a creature’s melee abilities,such as bull’s strength or haste, prove quiteuseful to most elementals. Since these creaturesnormally rely on melee attacks to defeat theiropponents, any spell that improves their com-bat abilities can make them deadlier foes. Magearmor is a great choice for elementals as theydo not need armor proficiency to use it and thebonus it provides stacks with their natural ACbonuses.

Your general spell selection should be dictatedby the elemental’s base CR relative to the char-acters. If you can give an elemental only a fewcasting levels, the creature is best served withdefensive spells and those that augment itsalready respectable combat abilities. Chancesare that a low-level elemental wizard is betterserved using melee attacks than launching asingle magic missile or a one-round acid arrowat the characters. On the other hand, as an ele-mental gains caster levels it is much betterserved with offensive spells that can replace itsphysical attacks. In particular, spells that takeadvantage of the elemental spellcaster rulesgiven above are excellent choices for thesecasters. A summoning spell can play havocwith the party’s tactics, especially if the ele-mental can call creatures of its same basic typeand size. For example, a Medium-size fire ele-mental that summons other fire elementals ofthe same size can quickly become lost in thecrowd of seemingly identical creatures. As anoptional rule, the elemental is allowed a Bluffcheck opposed by a character’s Spot skill tomingle with similar elementals. In such a case,randomize attacks made against the spellcasterin a manner similar to mirror image. When acharacter attacks an elemental, randomly deter-mine if the one he designates as a target is thespell caster or a mundane elemental. If thecharacter’s Spot check beats the elemental’sBluff, the character automatically knows whichelemental is the spellcaster.

Elemental Prestige Class

Most elemental creatures live out their lives ontheir native planes without ever traveling toother realms. These creatures hear rumors ofthe material plane and may even know a pow-erful spellcaster or wanderer who has visitedthem, but generally speaking the elementalnatives think of the material plane as a strange,

hostile realm. The thought of all four ele-mental materials co-existing in a relatively

stable, peaceful environment strikes most ofthese creatures as an absurd rumor. However,some elementals seek out gates to the materialplane in order to explore and study it. Thesecreatures become so accustomed to the materi-al plane that they learn to manipulate the ele-mental energies that form the underpinnings ofthe entire inner planes. With practice and study,they develop innate abilities that rival the pow-ers of accomplished spellcasters.

Elemental Adept

On their native plane, elemental creatures learnto use ambient magic to manipulate and shapetheir environment. A fire elemental can shapetunnels and passages through molten lead,while an earth elemental fuses lumps of coalinto diamonds. What passes for a relativelymundane activity in those realms appears to bea wondrous, magical ability on the materialplane where the ambient elemental energies aremuch reduced. The proximity of all four ele-mental planes makes it quite difficult for acreature used to dealing with only one of thoseforces to focus his thoughts and channel hisenergy. However, some elemental creaturesspend enough time on the material plane thatthey learn to shuffle through the various ele-mental forces and focus on those they are famil-iar with and have learned to manipulate.

The elemental adept has either spent much timeon the material plane or has studied its compo-sition and arcane tides. Through study or prac-tice, he learns to replicate the deeds he takes forgranted on his home plane. A fire adept can callinto existence searing sheets of flame, while anearth adept effortlessly burrows through theground. Compared to mundane elementals,these creatures are accomplished spellcastersand experts on planar travel.

Hit Die: d6.

Requirements

To become an elemental adept, a charactermust fulfill all the following criteria:

Spellcaster: Level 3+.

Skills: Knowledge (arcana) 8 ranks,Knowledge (the planes) 8 ranks.

Feat: Skill Focus (Knowledge (the planes)).

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Class Skills

The elemental adept’s class skills (and the keyability for each) are Alchemy (Int),Concentration (Con), Craft (Int), Knowledge(any) (Int), Profession (Wis), Scry (Int), andSpellcraft (Int).


Class Features

All of the following are class features of theelemental adept prestige class. When an ele-mental enters this class, it must select one ofthe ability packages listed below for the fourelemental subtypes. The elemental may onlyselect a subtype of its base creature race. Forexample, a thoqqua has the earth and fire sub-types. It could select either the earth or fire pathin this prestige class. Once a creature hasselected a path, it cannot alter its choice nor canit start this prestige class at 1st level in order togain a second path.

Weapon and Armor Proficiency: Elementaladepts gain no additional proficiencies withweapons, armor, or shields.

Elemental Path (Su): Adepts of this classlearn to use various spells as supernatural abil-ities. By tapping into the ambient elementalenergies of the multiverse, these creatures callupon effects that manifest in a manner similarto a magical spell. The adept chooses to mani-fest these abilities as a cleric, sorcerer, or wiz-ard whose caster level equals his total casterlevel in the appropriate class. These abilities allcount as supernatural effects whose use pro-vokes attacks of opportunity.

Each of the four paths listed below lists theabilities they grant at each of this prestigeclass’s five levels. Note that if you use theoptional rules granting elemental casters profi-

ciency with spells based on their subtype, thoserules apply to the special abilities granted bythis class.

Air

The path of air allows an elemental to manipu-late the weather, call upon ferocious gusts ofwind, and send others hurtling into the air.

1st: At 1st level, the air elemental adept learnsto call upon the winds to lift his opponents intothe sky. He may cast levitate three times perday.

2nd: The air elemental adept’s increasing mas-tery of his element allows him to direct focusedblasts of wind at his opponents. He may castgust of wind three times per day.

3rd: The adept learns to better focus and con-trol the winds. He can direct them to carry oth-ers and obey their commands. He may cast flythree times per day at 3rd level.

4th: At 4th level, the air elemental adept learnsto control winds over a wide area. He may usecontrol weather once per day.

5th: At 5th level, the air elemental adept mas-ters the manipulation of elemental magic on thematerial plane. Once per day, he may use sum-mon monster VII to call air elementals from hishome plane. This spell may only be used tosummon elemental creatures with the air sub-type.

Earth

The path of earth grants its followers the abili-ty to shape and mold stone and dirt, transmuteobjects into earthly material, and call elemen-tals to their aid.

1st: The first magical talent the earth ele-

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Elemental Adept

Level Base Attack Fort Ref Will Special1 +0 +0 +0 +2 Elemental path, spellcasting2 +1 +0 +0 +3 Elemental mastery3 +1 +1 +1 +34 +2 +1 +1 +45 +2 +1 +1 +4

mental adept masters is the ability to infusemundane rocks with magical energy. At 1stlevel, he may cast magical stone three timesper day.

2nd: On the plane of earth, creatures can movethrough rock and dirt with the same ease that afish swims through water. On the prime plane,an earth adept can never achieve quite thatlevel of mastery but gains a power that func-tions along those lines. At 2nd level, the adeptmay cast stone shape three times per day.

3rd: As the adept grows comfortable on thematerial plane he learns to channel matter fromhis home realm to his location. He may castwall of stone twice per day.

4th: The talents the adept developed that allowhim to alter the shape and form of stone growmore refined and powerful with experience. At4th level, he may cast move earth twice perday.

5th: At 5th level, the earth elemental adept’sarcane studies allow him to transform organicmaterial into stone and back again. He may

cast stone to flesh and flesh to stone once perday each.

Fire

The destructive energy of fire is a common toolarcane casters use to smite their enemies. Thefire elemental adept uses his mastery to gener-ate sheets of flame to scatter and maim his foes.

1st: At 1st level, the fire elemental adept canproduce a small ball of fire that moves at hiscommand. He may cast flaming sphere threetimes per day.

2nd: The fire elemental adept’s continuingmastery of fire magic grants him the ability tocast flame arrow twice per day.

3rd: Similar to the earth adept, the fire adeptlearns to channel energy from his home planeto create a shimmering, searing barrier offlame. He may cast wall of fire twice per day.

4th: The fire adept’s talents with flame allowhim to transform his very physical nature. Hebecomes wreathed in searing heat that injureshis opponents when they attempt to strike him.The adept may cast fire shield once per day.

5th: At 5th level, the adept’s mastery of ele-mental forces allows him to open a gate to hishome plane and call forth allies to aid hisefforts. Once per day, he may cast summonmonster VI to summon elemental creatureswith the fire subtype.

Water

With their affinity for water, these adepts preferto take to the seas or travel along rivers andstreams. Their abilities are best suited to suchenvironments, as on land most water creaturesare at a disadvantage.

1st: Water adepts learn to combine their ele-mental nature with the airy environment theynormally find on the elemental plane. Threetimes per day, the adept may cast fog cloud.

2nd: At 2nd level, the water elemental adeptlearns to channel matter from his home plane tohis current location. He may cast wall of icetwice per day. In addition, he learns to enchantothers to allow them to survive in his nativeenvironment. He may cast water breathing sixtimes per day.

3rd: The elemental adept learns to manipulatehis home environment. Whether he is on the

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material or elemental plane, he can exert apowerful control over his surroundings. Hemay cast control water twice per day.

4th: At 4th level, the adept dispenses with anythoughts of subtlety and learns to focus thefreezing energy of ice on his opponents. Hemay cast cone of cold once per day.

5th: At 5th level, the adept learns to call on theminions of his home plane to aid him in battle.He may cast summon monster VII to call ele-mental creatures with the water subtype.

Spellcasting: For each level gained in thisprestige class, the elemental adept gains anadditional caster level in any divine or arcaneclass in which he previously gained levels. Theadept gains more spells per day, new spells, andincreased caster potency but none of the otherfeatures of his previous classes.

Elemental Mastery (Su): The adept’s abilitiesextend beyond controlling and manipulatinghis native element to seizing control of thecreatures native to his home realm.Furthermore, he learns to use his magical abil-ities to strike down elemental creatures whosefundamental nature is vulnerable to the forcesof his native realm. The adept gains the clericaldomain special ability granted by the domainassociated with his elemental subtype. Theadept may use this turning ability three timesplus his Charisma modifier per day. He turns asa cleric whose level equals the highest of hisarcane or divine caster level. Otherwise,resolve this ability using the rules for turning asnormal.

Elemental Feats

The special talents and tricks presented hereallow an elemental to exert greater control overits special abilities, gain new talents that takeadvantage of its nature, and expand the scopeof its skills. Some feats are only open to ele-mentals of a specific subtype, while othershave different effects depending on the subtypeof the elemental that selects them.

Anchor [General]

Earth elementals have such a strong connectionto the planar energies that spawned them thatthey can partially fuse themselves into theearth. When in this position, they are tremen-dously difficult to dislodge. Furthermore, when

in this position the earth elemental’s naturalaffinity for fighting on solid ground is slightlyamplified.

Prerequisite: Earth subtype, elemental.

Benefit: As a full round action that draws anattack of opportunity, an earth elemental canpartially submerge itself into the ground. Whilein this state, the elemental cannot move andsuffers a –4 circumstance penalty to all Reflexsaves. However, the elemental gains a +1 cir-cumstance bonus on attack rolls and a +2 bonusto damage. The earth elemental can dislodgeitself as a standard action that provokes attacksof opportunity.

Elemental Surge [General]

Some elementals learn to burn off the raw ele-mental magic and matter that forms them, buf-feting those around them with searing energy.

Prerequisite: Elemental.

Benefit: Once per day, an elemental with thisfeat can burn off part of its material form inorder to convert it into energy that injures thosearound it. The elemental takes 1d8 points ofdamage and causes 2d6 points of damage toevery creature within a 10-foot spread. Thedamage type corresponds to the elemental’ssubtype as summarized below.

Subtype Damage TypeAir SonicEarth AcidFire FireWater Cold

Fiery Entrapment [General]

Some fire elementals learn to take advantage ofthe flickering, amorphous forms they takewhile on the material plane. These experiencedcreatures can bend their shape to assume theform of a scorching ring of fire that enclosesand traps an opponent similar to a wall of firespell.

Prerequisite: Elemental Surge, Fire elemental,size Large or greater.

Benefit: As a full-round action, a fire elemen-tal can form a ring around a Medium-size orsmaller creature. The fire elemental occu-pies the space surrounding the victim and

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must begin its action standing in this area. Thisaction provokes attacks of opportunity. If anyopponents occupy the space the elemental mustoccupy to trap its foe, it cannot use this feat.The trapped creature may use the Tumble skillto move through the space occupied by the ele-mental. Otherwise, it must rely on flight orother alternate modes of movement to escape.

While in this form, the fire elemental may onlyuse partial actions and cannot move.Furthermore, it suffers a –4 circumstancepenalty to all Reflex saves. If the elementaluses its Elemental Surge feat, it can choose todamage only the creature it entraps. In thiscase, it deals 3d6 points of damage with thatfeat and the save DC to halve that damage isincreased by two.

Planar Instability [General]

Some elementals cause a tremendous strain onthe planar bindings of their immediate vicinity.The tie to the their home plane is so strong thatother dimensional rifts opened in the area maybe overwhelmed and destroyed.

Prerequisite: Elemental.

Benefit: An elemental with this feat can scram-ble the planar connections in its immediatearea. Any character attempting to use a sum-mon monster spell within 60 ft. of the elemen-tal must make a caster level check opposed bythe elemental’s Will save. The elemental crea-ture is not subject to this effect.

Stinging Wind [General]

Air elementals are capable of kicking up dustand debris in an obscuring cloud. Some ofthese creatures learn to gather the debris theyrise into the air and drive it forcefully at theirenemies.

Prerequisite: Air subtype, elemental.

Benefit: Three times per day, the elemental cangather the winds it blows and collect them in asingle burst that hammers its enemies with dirt,sand, and other small debris. The elementalcreates a cone 20 feet long. Any creature in thisarea must make a Reflex save (DC 10 + ele-mental’s Dexterity modifier) or suffer 1d6points of damage and be blinded for 1d4

rounds. The feat only works in areas withloose dirt, sand, and other fine debris.

Watery Aura [General]

Some water elementals maintain a strong linkto their home plane, causing the air aroundthem to saturate with watery vapor. In thisenvironment, fire and heat attacks operate at areduced capacity.

Prerequisite: Elemental, Elemental Surge,water subtype.

Benefit: The area within a 30-foot radius of theelemental is thick with cool water vapor. Anyfire spell, attack, or effect deals one less pointof damage per die against creatures in this area.

Elemental Templates

The template presented here has two uses. Itcan be applied to elemental creatures to repre-sent monsters that result from the combinationof two or more elemental forces. It can also beused with other monster types, such ashumanoids, to create wholly new elementalcreatures. It stands to reason that the elementalplanes host a much wider range of creaturesthat those presented in the core d20 Systemrules. Thus, this template allows you to createcreatures that range from sea serpents andflame ogres to wind lions and stone trolls.

Elemental

In the great planar system, the elemental planesare distinct, separate realms wherein their asso-ciated form of matter reigns supreme. Theplane of water is dominated by a single, endlessocean, while the plane of fire features seas ofburning oil, islands of molten lava, and moun-tain ranges composed entirely of volcanoes.Each plane’s respective elemental type domi-nates the wildlife, terrain, and magical aura ofthe entire domain. Creatures from other realms,particularly other elementals, find these planesuncomfortable at best, deadly at worst.However, between these extremes lie domainswhere the powerful elemental energy containedwithin each plane spills over, mixes, and formsa distinctive realm. These paraelemental planesrepresent a bizarre fusion of two, three, andsometimes all four of the base elemental types.Each plane features a distinct junction of theelements. For example, the paraelementalplane of ice is a fusion of the planes of waterand air, while the plane of magma exists at thejuncture of the earth and fire realms.

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Furthermore, a whole host of strange creatures,many of which have analogs on the materialplane, dwell within the various elementalplanes. The azer, for example, are but oneexample of the wide range of creatures that canbe encountered on the elemental planes.

Creating an Elemental Creature

“Elemental” is a template that may be added toany animal, beast, elemental, humanoid, or ver-min. The creature’s type changes to elementaland it gains a new subtype. It gains abilitiesrelating to one or more elemental subtypes thatstack with its current abilities and grant it anarray of new abilities relating to its newlyacquired elemental types.

When you choose to apply this template, pickone of the following descriptors: air, earth, fire,or water. When using the template, apply onlythose abilities that relate to the subtype youchose. In practice, the elemental type deter-mines the creature’s final name. Air creaturesare called wind monsters, earth creatures arenormally referred to as stone creatures, fireones are known as flame creatures, while watermonsters are known as sea monsters. Forexample, an elemental water troll is commonlycalled a sea troll.

When applying this template to an elementalcreature, consider what particular form of mat-ter the fusion of two elements represents. Forexample, the combination of an earth elementalwith the water subtype could create a mudparaelemental.

Note that it is possible to create creatures thatincorporate two or three elemental types byapplying this template to the same creature insuccessive iterations. If you opt to apply thetemplate to a creature more than once, you

must choose a different elemental descriptoreach time you use the template. Furthermore, acreature may not be given the elemental tem-plate that corresponds to its original subtype, ifany. For example, you could not choose theearth option below when applying this templateto an earth elemental.

An elemental uses its base creature’s character-istics except where noted below. Remember,apply only those modifications listed for theparticular subtype you chose.

Speed: Depending on the subtype chosen foruse with the template, the base creature maygain new movement modes.

Air: Creatures that gain this descriptor may flyat twice their walking speed with good maneu-verability.

Water: This elemental subtype grants the basecreature the ability to swim at twice its groundspeed. If the base creature can fly, the templatecreature may opt to use this speed as its swim-ming speed.

AC: Creatures given the earth subtype gain anatural AC bonus of +4. This bonus stacks withthe creature’s existing natural AC bonus.

Attacks: All paraelemental creatures gain aslam attack at their best base attack bonus ifthey do not already have this attack mode. Thecreature’s size determines the damage inflictedby this attack. A creature granted the earth sub-type counts as one size larger when determin-ing the damage its slam deals. Thus,Gargantuan earth creatures inflict 3d8 damagewith a slam attack.

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Table 5-1: Fire Subtype Creature Melee Damage

Creature Size Physical Attack Dmg Melee Weapon DmgFine +1d2 +0Tiny +1d2 +0Small +1d3 +1Medium-size +1d4 +1Large +1d6 +2Huge +1d8 +3Gargantuan +2d6 +4Colossal +3d6 +5

Size Slam DamageFine 1d2Tiny 1d3Small 1d4Medium-size 1d6Large 1d8Huge 2d8Gargantuan 3d6Colossal 3d8

Damage: Creatures granted the fire subtypegain the ability to inflict fire damage in addi-tion to the normal damage inflicted with theirphysical attacks. When fighting with naturalweapons, the creature deals damage listed inTable 5–1. When fighting with melee weapons,the creature also deals additional fire damage.

Special Attacks: The base creature gains spe-cial attacks determined by the elemental sub-type it gains.

Air

Whirlwind (Su): Three times per day, a creaturegranted the air elemental subtype may create asmall whirlwind. Treat this whirlwind as onecreated by an air elemental two sizes smallerthan the base creature. If the base creature isMedium-size or Small, it cannot use this abili-ty. The whirlwind lasts for five rounds. The ele-mental creature may command and direct thewhirlwind as a free action. The whirlwind usesstats appropriate to the air elemental to which itcorresponds.

Earth

Push (Ex): Creatures with the earth subtype arestrong and dense enough to start a bull rushwithout provoking an attack of opportunity.

Fire

Burn (Ex): Any creature hit by a creature withthe fire subtype must make a Reflex save orcatch fire. This ability applies only to the firecreature’s slam attack. The creature’s sizedetermines its save DC. Burning creatures take1d6 points of damage per round for 1d4 rounds.A creature ignited in this manner may automat-ically douse its flames as a move-equivalentaction that provokes an attack of opportunity.

Creature Size Burn Reflex DCFine 6Tiny 8Small 10Medium-size 13Large 16Huge 19Gargantuan 22Colossal 25

Water

Drench (Ex): A creature with the water subtypecan extinguish torches, bonfires, and similarmundane conflagrations with a touch. This abil-ity works on any fire of size Large or smaller. Ifthe water creature attempts to douse a magicalfire, it can dispel the flames as if it cast dispelmagic as a sorcerer whose level equals its HD.

Vortex (Su): Three times per day, a water crea-ture may generate a whirling vortex in a bodyof water. Treat this vortex as one created by awater elemental two sizes smaller than the tem-plate creature. Medium-size and smaller tem-plate creatures cannot use this ability.Otherwise, treat the vortex as a water elemen-tal under its creator’s mental control. The watercreature may direct the vortex with a freeaction. The vortex lasts for 5 rounds.

Special Qualities: A creature granted this tem-plate gains the following special qualitiesbased on its elemental type. In addition, allcreatures granted this template are treated aselementals.

Elemental: Immune to critical hits, paralysis,poison, sleep, and stunning.

The following special qualities apply to a spe-cific elemental subtype granted by this template.

Air

Air Mastery (Ex): Flying creatures, or any otherairborne opponent, suffer a –1 penalty to attackrolls and damage rolls against an air elementalcreature.

Earth

Earth Mastery (Ex): Earth subtype creaturescreated with this template gain a +1 bonus toattacks and damage if it and its opponent bothstand upon the ground. If the earth creature’sfoe is airborne or waterborne, the earth creaturesuffers a –4 penalty to attack and damage.

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Fire

Fire Subtype (Ex): Creatures granted the fireversion of this template gain immunity to firebut take double damage from cold except on asuccessful save.

Water

Water Breathing (Ex): Creatures of the elemen-tal plane of water can breath normally whensubmerged.

Water Mastery (Ex): Water subtype elementalcreatures gain a +1 bonus to attack and damageif it and its foe are in water. If either creature isstanding on solid ground, the water elementalsuffers a –4 penalty to attack and damage.

Abilities: Some elemental creatures arestronger than their mundane counterparts,while others are quicker or tougher. Each of thefour elemental subtypes grants a different set ofmodifiers to the base creature.

Air: +4 Dex

Earth: +4 Con

Fire: +4 Dex

Water: +2 Str

Climate/Terrain: Any land or underground.

Organization: As base creature.



New Rules for Elementals

The following rules present a variety of newoptions for dealing with elementals in yourgame. In addition to a selection of new specialattacks and qualities, this section presents newrules that allow characters using the summonmonster suite of spells to call upon classed ele-mentals and new uses for old skills asemployed by elementals.

Summoning Classed Elementals

When using the summon monster spells, a cast-er may opt to call upon the services of an ele-mental with one or more levels in a character

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class. When using these spells in this manner,the caster may summon an elemental whoseCR and total class levels do not exceed the val-ues listed below. In essence, a character maysummon the standard elemental for the spell orone whose levels and base CR equal the stan-dard elemental’s base CR.

Note that, as standard for summon monster, theelemental attacks the nearest foe unless thecaster can communicate with it and give itother orders. For example, a summoned earthelemental rogue does not search for traps orpick locks unless the caster can order it to doso. Summoned creatures never have equipmentwith them, except for spellcasters who carrymaterial components necessary for their spells.These components cannot be shared with othercreatures. If they are somehow taken from theelemental, both the elemental and its compo-nents disappear and the spell immediately ends.

Spell Total CR + LevelsSummon monster III 1Summon monster IV 2Summon monster V 3Summon monster VI 5Summon monster VII 7Summon monster VIII 9Summon monster IX 11

Elementals and Skills

Owing to their alien mindsets and physicalforms, elemental creatures can use skills in afew different ways than the standard methodspresented in the core d20 System rules.

Bluff (Cha)

Normal Use: With a few carefully crafted lies,you make someone believe almost anything. Incombat, you can misdirect and trick your ene-mies into dropping their guard.

New Use: Blend with the crowd. Most resi-dents of the material plane, and even experi-enced planar travelers, have difficulty distin-guishing one elemental from another.Whenever three or more elementals of thesame size and type stand next to each other, anelemental with the Bluff skill can movethrough its allies’ spaces as part of its moveaction and make a Bluff check opposed by itsopponent’s Spot. If the elemental succeeds in

its check against its observers, the elementalhas swapped places with one of its fellows.

Randomly determine which of the elementalsis the one that just moved and swap their posi-tions. Normally, it makes the most sense to usethis ability after the elemental takes its standardaction to attack or cast a spell. The players mustguess which of their foes is the one that usedBluff to fool them.

Hide (Dex)

Normal Use: You can blend into shadows oruse camouflage to conceal yourself from view.

New Use: Lurking elemental. An elementalmay attempt to hide in its natural medium. Anair elemental can drift along like a cloud, a fireelemental can stand in a fire, or a water ele-mental can blend in with a stream or lake.When hiding in this manner, the elementalgains a +4 circumstance bonus to its Hidecheck. Note that earth elementals cannot useHide in this manner since they normally cannotblend in with solid ground or rock.

New Elemental Special


The following new abilities may be added toany elemental creature. In addition, the systemfor creating new abilities based on spells andclass abilities from Chapter 1 is particularlysuitable to elementals. Fire elementals, forexample, are a natural candidate for anenhancement that allows them to cast fireballand similar spells as a special ability. The spellslisted above for the elemental spellcasters’caster level bonus are all excellent candidatesfor these abilities.

Elemental Aura (Ex): The area immediatelyaround the elemental shimmers with energythat injures those who approach it. Fire ele-mentals are cloaked in fire, while other ele-mentals are surrounded by boiling water orhowling winds, infused with magma, or other-wise composed of an elemental substance thatcan threaten a creature. Anyone entering theelemental’s threatened area must make aFortitude save (DC 12 + elemental’s Charismamodifier) or suffer 2d4 damage. A successfulsave results in half damage. A character mustonly save against this ability once per combat.

Relative Cost: CR 2; Absolute Cost: NA;Prerequisites: Elemental.

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Elemental Blast (Ex): Some elementals canform projectiles composed of their elementalmaterial and use them in combat as rangedweapons. In battle, an elemental with this abili-ty gains a ranged attack with a maximum rangeof 240 feet and a range increment of 30 feet.This attack deals the same damage as the ele-mental’s slam or most damaging melee attack.

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisites: Elemental.

Elemental Defense (Su): Elementals with thisability can snuff out spells that call upon ener-gies associated with their subtype. When acaster attempts to use a spell from the listbelow within 60 feet of an elemental with thisability, the elemental may make a Will saveopposed by the character’s caster level check toprevent the spell’s casting. A spell defeatedwith this ability is discharged harmlessly.Normally, the elemental must hold an actionuntil the caster begins completing a spell inorder to counter it.

Elemental Subtype Spell DescriptorAir Electricity, sonicEarth AcidFire FireWater Cold

Elemental Subtype Specific SpellsAir Control weather, con-

trol winds, gaseousform, gust of wind,whirlwind, windwall

Earth Earthquake, ironbody, magic stone,spike stones, stoneshape, stoneskin, wallof stone

Fire Heat metal

Water Control water, waterbreathing

Relative Cost: NA; Absolute Cost: 50 CP;Prerequisites: Elemental.

Elemental Sense (Ex): Elemental creatures’home realms are composed almost entirely oftheir associated material. On the materialplane, some of these creatures can turn thisexperience to their advantage. They retain partof their affinity for their home realm and can“listen” through certain materials. For exam-ple, an earth elemental could listen through arock wall and hear a group of warriors on theother side discussing tactics. When using the

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Listen skill, elemental creatures with this abili-ty ignore objects made of substances associat-ed with their subtype.

Air elementals gain no advantage from thisspecial ability, since the Listen skill assumesthat sound travels via air vibrations.

Subtype MaterialEarth Rock, stone, dirt, metal.Fire Flames, any burning material, any

molten material.Water Water, mud, snow, ice.

Relative Cost: NA; Absolute Cost: 25 CP;Prerequisites: Any non-air subtype elemental.

Noble Elemental (Su): Powerful elementalsoften serve as nobles or chieftains amongsttheir folk. These creatures can call upon theircourtiers to support them in battle. An elemen-tal with this ability can cast summon monster tocall elementals that share one of its subtypesinto battle. This ability is usable three times perday. To determine which version of summonmonster the elemental can use, consult the tablebelow.

CR Spell Relative Cost1 Summon monster III CR 12 Summon monster IV CR 33 Summon monster V CR 55 Summon monster VI CR 77 Summon monster VII CR 99 Summon monster VIII CR 1111+ Summon monster IX CR 13

Relative Cost: See above; Absolute Cost: NA;Prerequisites: Elemental.

Sample Elemental

The stone troll was created by giving a standardtroll the elemental template with the earth sub-type. In addition, with a bit of flavor text thetroll’s rending throw attack was created usingthe elemental blast special ability.

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Stone Troll

Large Elemental (Earth)

Hit Dice: 8d8+64 (100 hp)Initiative: +2 (Dex)Speed: 30 ft.AC: 22 (-1 size, +2 Dex, 11

natural)Attacks: 2 claws +10 melee, bite

+5 meleeDamage: Claw 1d6+6, bite 1d6+3Face/Reach: 5 ft. by 5 ft./10 ft.Special Attacks: Rend 2d6+9, push, rock

hurlSpecial Qualities: Regeneration 5, scent,

darkvision 90 ft., earthmastery

Saves: Fort +16, Ref +4, Will+3

Abilities: Str 23, Dex 14, Con 27,Int 6, Wis 9, Cha 6

Skills: Listen +7, Spot +7Feats: Alertness, Iron WillClimate/Terrain: Any land and under-

groundOrganization: Solitary or gang (2 – 4)Challenge Rating: 7Treasure: StandardAlignment: Always chaotic evilAdvancement: By character class

Stone trolls lurk deep within the earth’s bowels.Orcs, goblins, and other races love to recruitthem as mercenaries, though stone trolls are toostupid to trust for long. Sooner or later, theygrow uncontrollably hungry and devour thechief’s harem or club the tribe’s shaman todeath.

A stone troll is a large, gray-skinned creaturewith a smooth, angular body. From a distance,it resembles a large statue carved from marbleto resemble a troll.

Rock Hurl (Ex): Stone trolls tear chunks oftheir rocky bodies from their flesh and hurlthem at their foes. When using this ability, thetroll makes a ranged attack with a maximumrange of 240 feet and a range increment of 30feet that deals 1d6+6 damage.

Push (Ex): Stone trolls are strong and denseenough to start a bull rush without provokingan attack of opportunity.

Earth Mastery (Ex): A stone troll gains a +1bonus to attacks and damage if it and its oppo-nent stand upon the ground. If the stone troll’sfoe is airborne or waterborne, the troll suffers a–4 penalty to attack and damage.

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Fey

CHAPTER SIX

Fey

Lurking within the shadows cast by towering,ancient trees in the dark heart of the wood, thefey are magical creatures who share a strongbond with the natural world. Sometimes, thisbond is expressed with a tangible, magical con-nection between a fey creature and a specifictree or wooded glade. Other times, fey aremerely creatures of the wilderness, the person-ification of the sometimes cruel, sometimescomforting spirit of the wilds. Fey typicallyhave few hit points and poor combat skills, buttheir ability to create illusions and misleadtravelers ranks second to none. In the core d20System rules, the following creatures count asfey: dryad, nymph, satyr, and sprite (grig, nixie,and pixie).

Building Fey

The fey creatures are amongst the most flexiblemonsters available in the game. Without theaddition of class levels or extra abilities, theyhave low CRs, with the nymph topping out atCR 6. Since fey are depicted as good, or atworst indifferent, they normally work best asroleplaying encounters or as tricksters that candelay, frustrate, and annoy the characters in

their quest to achieve an objective.Experienced players may find it a bit

strange to face off against creatures normallyconsidered good. However, the dark fey tem-plate presented in this chapter gives you a sim-ple mechanism to create logical combatencounters with fey and cast them as villains inyour campaign.

With that in mind, the class best suited to usingfey is the rogue. Since these creatures havepoor combat skills but many magical abilitiesthat can mislead or trick the characters, therogue’s sneak attack and abundant skills, par-ticularly Hide and Move Silently, make a feymuch more dangerous in combat. Almost everyfey has a magical ability that augments therogue’s sneak attack. Dryads can use dimensiondoor to flee from view and attack from anunexpected direction. A nymph can also usedimension door, while her blindness ability canleave foes who resist her death attack vulnera-ble to sneak attacks. Using their music, satyrscan split up a party with their fear ability,immobilize others with sleep, and neutralizethe rest with charm person, allowing them theopportunity to attack disabled characters orspring a surprise attack on a charmed one.Grigs can turn invisible, while pixies canremain invisible even while attacking, a deadlycombination with rogue class levels.

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If you have a high enough EL to play with, con-sider stacking assassin levels on to rogue feywho qualify for that prestige class. All of theabilities described above can help a fey fulfillthe requirements for the assassin’s death attackability. Pixie assassins are particularly deadly,as they can lurk in the area while invisible,make a death attack, and then withdraw tostudy a new opponent. A party without seeinvisible or invisibility purge is in deep troubleagainst such an encounter.

Second to the rogue are the spellcasting class-es, with wizard, sorcerer, and druid slightlymore useful than the cleric. The fey’s copiousdefensive magic powers combined with theirlow CRs make spellcasting classes an excellentchoice. A fey can use invisibility or dimensiondoor to attack the PCs using hit and run tactics,unleashing a fireball or acid arrow before flee-ing to safety through the use of their magicalabilities. Again, the pixie is probably the mostunderrated monster in the game. Its copiousmagical abilities and CR 4 make it a worthyfoe. A few low-level wizard pixies can harass aparty from long range with magic missile andlightning bolt. Concealed by their invisibilityand using innate abilities such as permanentimage and entangle, they can quickly miredown a party and batter them with damagingspells.

Amongst the divine spellcasting classes, druidoffers more useful abilities than cleric. Wildshape can improve a fey’s innate combat abili-ties, while its animal companions provide aconvenient bodyguard or screen behind whichthe fey can use spells such as spike stones orflaming sphere to harass and bog down thecharacters. The cleric’s healing is not generallyuseful for monsters, but that class’s ability tocreate and control undead can prove usefulwhen combined with a fey’s abilities.

Most of the combat classes, fighter, barbarian,and ranger, normally work against rather thanwith the fey’s innate abilities. Fey rely far toomuch on their magic to take the barbarian class.The fighter’s extra feats provide melee-focusedfey with a much needed boost. However,ranger is the best fit for these creatures. Sincefey are the most likely to speak with charactersand serve as roleplaying encounters, theranger’s chosen enemy ability can help boost afey’s Bluff and Sense Motive checks.

Feats

Fey generally have good movement rates andhigh Dexterity scores, making Dodge,Mobility, and Spring Attack very useful skillsfor them. Considering their normally low hitpoints, Spring Attack allows them to strike atcharacters without coming under multipleattacks from fighters and barbarians in thegroup.

Combat Casting is a must-have for fey that relyon their innate abilities or that take levels inspellcasting classes. To push theirConcentration check bonus to +14, the mini-mum necessary to insure successful use ofCombat Casting, Skill Focus (Concentration) isa very handy choice, especially for fey thathave average or poor Constitution scores.

The Spell Focus feat is critical for any fey thatfocuses on spellcasting, as the fey’s CR nor-mally leaves them with fewer spellcasting lev-els than the party’s average level. Thus, thecharacters normally have save bonuses thatoutstrip the fey’s save DC. Spell Focus helpstilt that back in the fey’s favor and makes all ornothing spells such as charm person muchmore useful.

Fey spellcasters should have the Still Spell andSilent Spell metamagic feats. Both of thesefeats grant a fey creature the ability to castspells from hiding, allowing them to unleashsummoned monsters and area of effect spellswithout giving away their position.

Skills

For fey that you plan to use in roleplayingencounters, Bluff and Sense Motive are the twomost important skills you can give them. WhileDiplomacy may seem like a logical skillchoice, in the course of a game it has littleeffect on a creature’s interactions with the char-acters. The players tend to judge a creaturebased on how you portray it. Leaving some-thing like that to a Diplomacy skill check isbest used if you prefer not to act out a crea-ture’s dialogue. Bluff and Sense Motive allowa fey to tell convincing lies by resisting a char-acter’s Sense Motive check or defeating a char-acter’s Bluff check, respectively.

Obviously, Hide and Move Silently arecritical skills for fey that take levels in

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rogue or rely on ambush and trickery to over-come their enemies. The fey’s normally highDexterity augments these skills and makesthem good choices for almost all fey.

Tumble is a very good choice for fey thatexpect to use touch spells and melee attacks, asit allows them to focus on the weaker membersof the party, such as bards, rogues, and wizards.However, fey that have the ability to fly cansimply soar above the party’s warriors and divedown upon spellcasters.

Escape Artist is an often overlooked skill thathelps out spellcasters and other magical crea-tures in the face of fighters or barbarians whoopt to use grappling attacks as a quick way tosilence a spell user. Combined with the fey’sgood Dexterity, Escape Artist helps overcomethe fey’s size and Strength disadvantagesagainst half-orc or dwarf combatants.

Equipment

Since most fey rely on their magical abilities toovercome or avoid opponents, they have littleuse for most mundane weapons and armor.Normally, a fey that must rely on a weapon orsuit of armor is one that has already lost a fight.Aside from the obvious need to equip fey whoexpect to engage in melee with weapons andarmor, most of these creatures have little needfor mundane items. For fey that are equippedwith a dagger as a default weapon, a missileweapon or a longsword is a nice alternative.


Fey thrive on deception, and items that helpthem trick adventurers should sit high on thelist of resources you purchase for them.Combined with their illusion and enchantmentabilities, such items turn fey into much moredifficult encounters to handle.

When equipping fey with magical armor, theglamered, shadow, silent moves, and slick spe-cial abilities are all excellent choices. A nymphblackguard’s shift can transform into a suit offull plate, while a sprite can sneak close to theparty’s camp while in banded mail without ruin-ing its ability to hide. The slick feature is goodfor small fey that would otherwise be vulnera-ble to grappling attacks from larger characters.

Any weapon feature that increases an item’sdamage, such as flaming, frost, or shock is agood choice for fey that have poor Strengthscores. The additional damage gives them anextra punch and if combined with the WeaponFinesse feat masks a poor Strength score inmelee.

Magical items that grant a fey additional pro-tection without ruining its stealth or magicalabilities, particularly if the creature has poor hitpoints, help keep it around longer in anencounter and allow it to make more uses of itsspell-like abilities and special qualities. Anamulet of natural armor combined with a ringof protection stacks with armor and allows afey to better survive a round or two of meleeattacks.

When selecting wondrous items for fey, gowith those that offer additional abilities toevade attacks and steer clear of melee withoutneedlessly duplicating a fey’s abilities. Thecape of the mountebank is a handy item, but itoffers an ability that many fey innately possess.Items that can help a fey evade detection, suchas boots and cloaks of elvenkind, avoid attacksin melee, such as a cloak of displacement, orslow down and neutralize characters, such as arope of entanglement, all support a fey’sstrengths and help to make it a more effectivemonster.

Spells

When picking out spells for a fey, focus onthose that cover areas left open by its innateabilities. A fey that has a charm ability has lit-tle use for a prepared charm person, charmmonster, or suggestion. On the other hand, mostfey lack damaging abilities. They have goodillusion and enchantment spell-like talents butfall flat when it comes to dishing out physicalpunishment to their enemies.

Evocation and Necromancy both offer spellsthat widen a fey’s magical capabilities. Notonly do these spells catch experienced playersoff guard, but they also work well when usedwith illusions and charms. A well-placed illu-sory item can draw the party into a small roomto catch them within a spell’s area of effect,while a phantom lich can be used as a targetdummy to draw the character’s attacks when anevil fey unleashes cause fear or finger of death.

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Conjuration spells also allow fey to call crea-tures to fight for them, springing combatants onto the party while the fey watches from a safe,concealed spot. They also function well withillusions. For example, one fey could create anillusory monster that duplicates the appearanceand actions of another fey’s summoned crea-ture. The false monster can draw the charactersinto an ambush or cause them to ignore or over-look the real creature as it moves to attack.

Defensive spells such as protection fromarrows and stoneskin completely nullifyattacks, allowing fey to move up close to fight-ers, paladins, and other combatants to unleashtouch spells and other short ranged effects. Notonly is an invisible sprite difficult to hit, butone under the effects of stoneskin or protectionfrom elements can shrug off many spells andattacks. Fey have few enough hit points thatthese spells can preserve them for a few extrarounds in combat. Furthermore, their defensiveabilities combined with such spells can frus-trate the characters and neutralize the advan-tage they enjoy in physical combat.

Fey Prestige Classes

The two prestige classes presented here repre-sent two distinct roles within fey society. Thegossamer armiger is a knight and defenderamongst the fey, charged with facing down anddefeating physical threats to the wood. Thesewarriors rely on magic and quick strikes toavoid their larger foes’ powerful blows whiledelivering deadly cuts of their own. The ver-dant overseer is a noble of sorts, a charismaticfey whose social and magical influence extendsover the plants, animals, and other natural lifein the region she claims.

Gossamer Armiger

While fey creatures normally attempt to avoidphysical conflicts, preferring instead to usetheir magical talents to persuade or misleadintruders, there invariably comes a time when agroup of fey must stand in battle against theirenemies. The gossamer armiger stands at theforefront of such conflicts. In battle, he uses hisinnate magical talents and natural affinity forillusions to confuse and defeat his enemies.

Gossamer armigers create illusions to misleadtheir opponents, causing them to strike at phan-tom targets or react to illusory attacks.Furthermore, they learn to use their small size

to their advantage in combat, stepping withinan opponent’s weapon and exposing the gaps inhis armor.

Hit Die: d8.

Requirements

To become a gossamer armiger, a charactermust fulfill all the following criteria:

Base Attack Bonus: +5.

Race: Grig, nixie, pixie, or other Small ortinier fey.

Skills: Tumble 8 ranks.

Feat: Spring Attack.

Special: Innate ability to cast any Illusion orEnchantment spell.

Class Skills

The gossamer armiger’s class skills (and thekey ability for each) are Climb (Str), EscapeArtist (Dex), Handle Animal (Cha), Hide(Dex), Jump (Str), Listen (Wis), PickPocket (Dex), Ride (Dex), and Tumble(Dex).

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Class Features

All of the following are class features of thegossamer armiger prestige class.

Weapon and Armor Proficiency: Gossamerarmigers gain proficiency with all armor,shields, and simple and martial weapons.

Nimble Fighter (Ex): The gossamer armigerattacks by dancing about his targets, either onfoot or on wing, using a rapid series of cuts tooverwhelm them. In game terms, an armigeruses the standard number of attacks based onhis attack bonus. However, he applies hisDexterity modifier to damage rather thanStrength. The armiger’s rapid attacks rely onspeed and aim rather than brute force. Fourquick cuts from an armiger are the equal of asingle hack from a barbarian’s axe.

Distracting Illusions (Su): As a supernaturalability, the gossamer armiger gains a bonus tohis AC. He creates phantom images, shimmer-ing lights, and other distracting illusions thatgrant him a +2 dodge bonus to AC. Thearmiger may use this ability for a total of 10rounds per day. These rounds need not be con-secutive. This effect counts as a 3rd-level spellcast by a sorcerer whose level equals thearmiger’s total HD.

Close Range Fighter: Armigers learn to moveclose to larger opponents so that their enemies’weapons overreach their position. A humanwarrior has a difficult time using a battle axeagainst a gossamer armiger that stands betweenhis legs. If the armiger uses a full attack actionto take a single strike against an opponent inmelee, he may move into a space occupied byan opponent who is at least one size category

larger than the armiger. His foe suffers a –4penalty to hit the armiger unless he fights

with a weapon that counts as light. If thearmiger’s foe moves at least 10 feet beforeattacking, he may strike the armiger as normal.A 5-foot move is too slow to disengage thearmiger. Note that in such a case, the armigerretains his position on the battlefield but his foestill sustains his penalty to hit.

Befuddle (Ex): Three times per day, thearmiger may combine his innate talents for illu-sion and enchantment to confuse his opponentand leave him vulnerable to an attack. As amove equivalent action, the armiger may forcehis target to make a Will save (DC 10 + halfarmiger’s HD + armiger’s Charisma modifier)or suffer a –2 penalty to all attacks against thearmiger for the rest of the encounter.

Darting Strike (Ex): When using his SpringAttack feat, the armiger does not draw anyattacks of opportunity for moving as long as hedoes not begin his action within an opponent’sthreatened area. The armiger darts into melee,delivers a blow, then flits back to safety.

Verdant Overseer

Bound into the ambient magic of an isolatedforest or other secluded, natural area, the ver-dant overseer is intimately tied to the healthand well being of an area of wilderness. Manyfey have a symbiotic relationship with theirenvironment, but the verdant overseer takesthis magical bond to a deeper level. Whileother fey are tied to a specific tree, glade, orlake, the verdant overseer’s life force is linkedto an entire region. Furthermore, rather thansimply draw energy from the forest the verdantoverseer learns to manipulate nature in order tobetter tend to it and defend her home regionfrom intruders. The overseer calls upon thespirits of the forest to animate trees, bind ani-mals to her command, and alter the forest’smagical nature to disrupt the efforts of otherspellcasters.

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Gossamer Armiger

Level Base Attack Fort Ref Will Special1 +1 +0 +2 +0 Nimble fighter2 +2 +0 +3 +0 Distracting illusions3 +3 +1 +3 +1 Close range fighter4 +4 +1 +4 +1 Befuddle5 +5 +1 +4 +1 Darting strike

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Hit Die: d6.

Requirements

To become a verdant overseer, a character mustfulfill all the following criteria:

Race: Any fey.

Skills: Animal Empathy 8 ranks, Knowledge(nature) 8 ranks.

Class Skills

The verdant overseer’s class skills (and the keyability for each) are Animal Empathy (Cha),Concentration (Con), Craft (any) (Int), HandleAnimal (Cha), Heal (Wis), Hide (Dex), IntuitDirection (Wis), Knowledge (nature) (Int),Listen (Wis), Scry (Int), Spellcraft (Int), andWilderness Lore (Wis).


Class Features

All of the following are class features of theverdant overseer prestige class.

Weapon and Armor Proficiency: Verdantoverseers gain no additional proficiencies withweapons, armor, or shields.

Animate Trees (Su): Once per day, the verdantoverseer may use a full-round action to awakenthe spirits of the trees and call them to defendtheir realm. She may animate four times herlevel in this prestige class HD worth of animat-ed trees that obey her commands. These ani-mated trees may be any size, based on theavailable trees, and remain active for 10 min-utes per level in this prestige class. These treesdo not have hardness ratings while animatedand gain none of the possible special abilitieslisted for an animated object.

Overseer of the Wilds (Ex): The verdant over-seer shares a powerful bond with the region sheprotects and watches. She may claim anywilderness area with a radius of 10 miles as herdomain. She may cast scrying at will againstany location or creature within this area.Furthermore, while in this region she gains a+2 bonus to all attacks, damage, saves, andskill checks.

Disrupt Magic (Sp): To better shield her cho-sen region from attackers, the overseer gains theability to alter the magical aura of her domain inorder to cut off and destroy arcane and divineespells. Three times per day, she may use dispelmagic to counterspell an opponent’s incanta-tion. Her caster level equals her HD for purpos-es of using dispel magic in this manner.

Wilderness Companions: The verdant over-seer gains four HD per level in animal alliesthat obey her as per the spell animal friendship.The overseer may choose any creature that fallsinto the animal category, including dire ones.

Defender of the Wilds (Sp): At 3rd level, theverdant overseer may use calm animals, magicfang, summon swarm, and purify food anddrink at will. In addition, she may cast entanglethree times per day. The overseer uses thesespells as a sorcerer whose caster level equalsher total HD.

Greater Disrupt Magic (Sp): When using herdisrupt magic power, the verdant overseercounts as using greater dispelling rather thandispel magic.

Protector of the Wilds (Ex): At 5th level, theoverseer becomes the unquestioned ruler of herforest realm. No animal attacks her while she iswithin this area, even those summoned orcompelled by magic. Any animal in thisarea always treats her with deference and

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Verdant Overseer

Level Base Attack Fort Ref Will Special1 +0 +2 +0 +2 Animate trees, overseer of the wilds2 +1 +3 +0 +3 Disrupt magic, wilderness companions3 +2 +3 +1 +3 Defender of the wilds4 +3 +4 +1 +4 Greater disrupt magic5 +3 +4 +1 +4 Protector of the wilds

aids her whenever possible, though only ani-mals gained through the wilderness companionabilities fight on her behalf. When using heroverseer of the wilds ability, she gains a +5bonus to her Scry check as the animals of thewood pass information to her.

Fey Feats

Drawing on their innately magical nature, thefey are capable of mastering abilities that seemquite incredible to humans and other mundanecreatures. To the fey, these abilities are littlemore than natural outgrowths of their inherenttalents. These creatures consider learning tocast a simple spell or speak to animals on thesame level a human may look upon masteringa new language or learning how to a handle abastard sword.

Beguiling Voice [General]

Some fey speak with lyrical, soothing voicesthat mortals find irresistible. Such fey find menand elves drawn to them and willing to obeytheir commands.

Prerequisite: Fey.

Benefit: Fey with this feat gain a +2 bonus toall Diplomacy checks and a +2 bonus to thesave DC of any Enchantment spells they castagainst humanoids.

Fearsome Voice [General]

While a fey’s voice may drip with soothinghoney, it can also be turned into a viciousweapon. A creature with this feat can stop amortal in his tracks and strike terror into hisheart.

Prerequisite: Beguiling Voice, fey.

Benefit: A fey with this feat may use itsIntimidate skill to harass and terrifyhumanoids. Once per day for every three fullHD, with a minimum of one use, the fey mayuse a standard action to make an Intimidatecheck against a single creature. The victim isallowed an opposed Will save. If the fey suc-ceeds, he may either inflict a –1 morale penal-ty to attacks and saves for the duration of theencounter or force his victim to miss his nextaction as per the daze spell.

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Glamour [General]

Enchantment and illusions go hand in handwith the fey’s magical nature. Many of thesecreatures have the innate ability to producespectral images, alter a creature’s thoughts, orpull a mortal under their spell.

Prerequisite: Fey, Cha 13+.

Benefit: Three times per day, the fey may casta 0-level spell from the Illusion orEnchantment schools as a 1st-level sorcerer.The fey must pick this spell when taking thisfeat and may take this feat again, picking a dif-ferent spell each time.

Majestic Spirit of the Wood [General]

Fey dwell within the natural world, but somestand above it as nobles, leaders, andguardians. These fey look after the naturalworld in much the same way that a druidguards his groves or a paladin may defend hislord’s castle.

Prerequisite: Fey, Cha 13+, Voice of theWood.

Benefit: If the fey is ever attacked by an ani-mal, other than one under the effects of a mag-ical compulsion such as summoning, he maymake a Diplomacy check with a DC equal tothree times the animal’s HD. On a successfulcheck, the animal refuses to attack the fey andhis companions. This ability may be used twiceper day. A fey may take this feat multiple times,gaining two additional uses of it each time.

Minor Spell Ability [General]

Some fey enjoy exercising their natural capac-ity for magic, learning to expand their innatecapacity for magic and master more advancedspells.

Prerequisite: Fey, Glamour.

Benefit: Three times per day, the fey may casta 1st-level spell from the Illusion orEnchantment schools as a 1st-level sorcerer.The fey must pick this spell when taking thisfeat and may take this feat again, picking a dif-ferent spell each time.

Major Spell Ability [General]

A few fey have the innate talent and drive tomaster progressively difficult spells, allowingthem to master advanced magic.

Prerequisite: Fey, Minor Spell Ability.

Benefit: Three times per day, the fey may casta 2nd-level spell from the Illusion orEnchantment schools as a 3rd-level sorcerer.The fey must pick this spell when taking thisfeat and may take this feat again, picking a dif-ferent spell each time.

Master’ s Spell Ability [General]

After years of practice, a fey may eventuallylearn to naturally shape a spell that a humanapprentice may spend decades trying to master.

Prerequisite: Fey, Major Spell Ability.

Benefit: Three times per day, the fey may casta 3rd-level spell from the Illusion orEnchantment schools as a 5th-level sorcerer.The fey must pick this spell when taking thisfeat and may take this feat again, picking a dif-ferent spell each time.

Voice of the Wood [General]

Owing to their supernatural ties to the naturalworld, some fey develop the ability to speak inthe language of a particular type of animal.

Prerequisite: Fey, Int 15+.

Benefit: Pick a single type of animal. You mayspeak with that animal, though you must use aGather Information check in a woodlands area tolearn of recent events in the area. The table belowsummarizes Gather Information DCs when usingthis feat to serve as a guide to using this skill.

Information DCPresence of travelers 10Specific details of travelers 15Exacting details (equipment) 20Fleeting details (conversations) 25Exact details (names) 30

Special: Anyone capable of using the spellspeak with animals for at least six hours a daymay make Gather Information checks in thismanner.

Woodlands Sniper [General]

While in many situations a small fey’s83

size is a disadvantage, the archers amongstthem are adept at picking out small chinks intheir opponent’s armor. Their tiny size givesthem a better view of slits, gaps, and holes thatseem tiny to humanoids.

Prerequisite: Base attack bonus +3, size Smallor lower fey.

Benefit: As a full attack action, the fey mayscan an opponent and take a single shot with aranged weapon. The fey first makes a Spotcheck with a DC equal to his target’s AC. On asuccessful check, the fey ignores half of his tar-get’s armor bonus to AC.

Special: This feat only functions against tar-gets that are at least one size category largerthan the fey.

Fey Templates

The core fey creatures presented in the cored20 System rules depict magical creatures thatshare a close bond to the natural world.However, there exist fey that grow and flourishin environments far beyond the rolling mead-

ows, shaded forests, and sunny glades of thesurface world. The dark fey and deep fey

templates presented here represent magicalspirits endemic to areas tainted by evil and cav-erns deep beneath the earth’s surface.Furthermore, some fey enjoy tempting andseducing mortals with their otherworldlycharms. The products of these unions are thehalf-fey, a template that may be added to anyhumanoid or animal creature.

Dark Fey

Lurking at the edges of the forest’s dark shad-ows, these fey are the moral and spiritual oppo-sites of their more traditional kin. While otherfey seek to exist within nature and prefer to usenon-lethal magic to deal with intruders, darkfey see themselves as the sovereign lords anddictators of their domains. They greet humans,elves, and other interlopers with open war, pre-ferring to rely on their magical abilities andinnate powers to mislead, ambush, and killtheir enemies. When dark fey and dryads,sirines, and other, normal fey cross paths, waris inevitable. More than one previously ver-dant, bountiful forest has transformed into adank, gloomy wood when the region’s previousfey caretakers were driven forth by a band ofinvading dark fey.

Creating a Dark Fey

“Dark fey” is a template that may be added toany fey or animal. An animal’s creature typebecomes “fey.” The dark fey gains the ability tocreate darkness, disrupt the natural ecosystemof a region, and use poison against its enemies.

A dark fey uses its base creature’s characteris-tics except where noted below.

Hit Dice: Dark fey use a d8 Hit Die type. Theyare stronger, more durable, and much moreeager to fight than other fey.

Attacks: Dark fey have a base attack bonusequal to +1 per Hit Die. Warlike and vicious,they learn from an early age to handle tinyswords, bows, and other weapons.

Damage: With their appetite for violence, darkfey carry battle axes, longswords, and otherlarger weapons rather than the simple daggercarried by satyrs, dryads, and other fey.

Special Attacks: Dark fey gain the followingspecial attack.

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Poison (Su): In their struggles against humansand other big folk, the dark fey rely on poisonto defeat their enemies. The raw essence of adark fey is deadly to other beings. As a stan-dard action, a dark fey may coat a weapon itcarries with its own blood (Fort save DC 14,damage 1d4 Str/1d6 Str).

Special Qualities: Dark fey are granted thefollowing special qualities.

Dark Magic (Su): Dark fey may use the fol-lowing spells at will as a 12th-level sorcerer:dancing lights, darkness, fog cloud, and minorimage.

Baneful Influence (Su): After a colony of darkfey has inhabited an area for more than amonth, the region becomes gloomy and dark.Rain storms become more prevalent, fog banksgather each morning, and slowly hunting andfarming yields less and less food. Permanentresidents of this area with three or fewer HDmust make a Will save each week (DC 20) orsuffer a –2 morale penalty to all attacks, saves,and checks. This penalty persists for one weekafter the dark fey are driven off or the victimmoves to a new area. This effect extends in a10-mile radius from any lair, grove, or othersettlement that consists of 30 or more total HDof dark fey.

Abilities: Due to their violent, warlike nature,dark fey gain +2 to Strength and Constitutionbut a –2 penalty to Intelligence and Charisma.

Skills: All dark fey gain six ranks in Hide andMove Silently.

Feats: Dark fey gain Blind-Fight as a free feat.


Organization: Solitary or band (2 – 12).



Alignment: Usually chaotic evil.

Deep Fey

Hidden within the galleries, vaults, and cavesof the underearth, small colonies of deep fey

tend to the underworld’s wilderness areas andclaim stewardship over mushroom forests,mossy caverns, and other tracts of virgin, sub-terranean wilderness. Deep fey tend to be wari-er of strangers than their surface relatives. In aregion where drow, dark dwarves, mind flay-ers, and other horrors are commonplace preda-tors, the deep fey greet visitors with weaponsfirst, but gladly extend friendship to those whomeet them in peace.

A greater proportion of deep fey revel in evilthan their surface cousins. These dark fey preyon any and all creatures that stumble into theircaverns, gleefully using illusions to lure theminto an ambush before falling upon them withpoisoned axes.

Creating a Deep Fey

“Deep fey” is a template that may be added toany fey. The fey’s creature type remains thesame. Deep fey have the ability to alter earthand rock. They have an intuitive, supernaturalawareness of all events that occur in their homecaverns, allowing them to ambush intruders orflee from a more powerful monster.

A deep fey uses its base creature’s char-acteristics except where noted below.

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Speed: Deep fey are adept at carving new tun-nels and chambers from their rocky domains.They can burrow at a speed equal to a quarterof their walking movement rate.

AC: Owing to the magical influence of theirnatural environment, deep fey are partiallycomposed of stone and earth. This grants thema +2 natural bonus to AC. This bonus stackswith any existing natural bonus the base feymay enjoy.

Attacks: Deep fey have thick, sharp claws theyuse to tunnel through the earth. They gain twoclaw attacks made at their best base attackbonus that deal damage based on their size.

Creature Size Claw DamageTiny 1d3Small 1d4Medium-size 1d6Large 1d8Huge 2d6Gargantuan 2d8Colossal 4d8

Special Qualities: Deep fey are granted thefollowing special qualities.

Cavern Sense (Su): A colony of deep fey with atotal of 20 or more HD create a subtle magicalaura within and around the cavern they inhabit.The fey gain a +2 bonus to Hide, Listen, MoveSilently, and Spot checks made within theircave. Furthermore, each deep fey is allowed afree Listen check to detect the presence of anyintruders. Treat the fey as if they were 20 feetaway from any creature that enters the cavern.Creatures who sneak into the cave may attemptMove Silently checks opposed by the fey’sListen skill. Check once for each creature thatenters a cavern. The fey may cover an area witha maximum radius in feet of 10 times the com-munity’s total HD with this ability.

Darkvision (Su): Deep fey can see in the darkup to a range of 120 feet.

Earth Magic (Su): Deep fey may use the fol-lowing spells at will: daylight, darkness, magicstone. They may use the following spells onceper day: stone shape, summon swarm.

Abilities: Deep fey are stronger and heartierthan their surface kin, granting them a +4

bonus to Strength and +2 to Constitution.

Skills: Deep fey gain a +4 racial bonus to Hideand Move Silently checks made while beneaththe earth.

Climate/Terrain: Any subterranean.

Organization: Solitary or colony (4 – 24).


Treasure: Standard.


Half-Fey

Sometimes, the union of a mortal and a feycreature produces a viable child. In manycases, the child takes fully after his mortal orfey heritage. In some rare instances, the young-ster displays traits of both halves of his her-itage. These half-fey combine the physicalforms of their mortal parents with the magicaltalents of their fey ones. Half-fey must dealwith the same prejudices and hurdles facinghalf-elves and half-orcs. Even worse, in somesettlements they may be treated as demon-tainted beasts of evil and abandoned to fend forthemselves at a young age.

Half-fey appear similar to creatures of theirbase type. A half-fey invariably has someminor but noticeable physical characteristicsthat reveal his true heritage, such as tiny hornsupon his forehead, strangely tinted eyes thathave an elven shape to them, and skin coloreda light shade of green, blue, or red.

Creating a Half-Fey Creature

“Half-fey” is a template that may be added toany humanoid. The creature’s type becomes“fey.” A half-fey is resistant to Enchantmentmagic, has some minor arcane abilities of itsown, and a natural affinity for the wilderness.

A half-fey uses its base creature’s characteris-tics except where noted below.

Special Qualities: Half-fey are granted the fol-lowing special qualities.

Glamour Magic (Su): Half-fey gain the abilityto use the following spells once per day as a1st-level sorcerer: dancing lights, mage hand,

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and flare.

Low-Light Vision (Ex): Half-fey can see understarlight as well as a human can see during theday.

Saves: Half-fey gain a +4 bonus to all savesversus mind-influencing effects and spells orspell-like effects from the Enchantment school.

Abilities: Half-fey have strong radiant person-alities, granting them a +2 bonus to Charisma.They also tend to be rash and hot-tempered,leaving them with a –2 penalty to Wisdom.

Skills: Half-fey have an intuitive sense fornature. They gain a +2 racial bonus to IntuitDirection and Wilderness Lore.

Climate/Terrain: Any temperate.

Organization: As base creature.

Challenge Rating: As base creature + 1.Treasure: Standard.

Alignment: Usually chaotic neutral.

Half-Fey Characters

Driven by a sense of isolation, curiosity, orprejudice in their home communities, half-feytake to the road as adventurers more often thanother members of their base race. Fey-humancrossbreeds are considered the equivalent ofthe core character races such as dwarf, elf, orhalfling. They lose the human’s bonus feat andskill ranks, but gain the abilities describedabove in the template. A half-fey’s preferredcharacter class is sorcerer and he may take anytongues as his bonus languages.

New Fey Special Attacks

and Qualities

The following list of new special attacks andqualities are designed with the fey’s magicalnature and connection to the wilds in mind.They are meant to help better reflect the fey’snature as a fusion between unknowable, magi-cal forces and the mundane, everyday reality ofthe natural world.

Aura of Beauty (Su): Infused with the primal,animalistic magic of the wilderness, some feytake on aspects of unearthly beauty that preventother creatures from harming them. As a stan-dard action, a fey may exert an aura of magicthat enhances its attractiveness. Any creature

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within a 60 foot radius of the fey must make aWill save (DC 12 + half the fey’s HD + thefey’s Charisma modifier). Those who fail maytake no action to harm the fey in any way,shape, or form. They may not use spells,attacks, or other actions that directly or indi-rectly cause the fey harm. Furthermore, as afree action each round the fey may speak a sin-gle word to command those who failed theirsave as per the spell. The fey may only issueone command per round that all of her victimsmust heed. The effects of aura of beauty lingeruntil a creature leaves this ability’s area ofeffect. However, victims of this power neverwillingly leave the fey’s side, even going so faras to leap off cliffs to pursue a fey under theeffects of fly or a similar spell.

A fey may use this ability at will. However,once a mortal succeeds with a Will save againstit, he is never again subject to this ability fromthe particular fey he saved against.

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisite: Fey.

Aura of Wretched Horror (Su): Just as a feycan alter its appearance to transform itself intoa creature of startling beauty, so too can it twistits appearance to become a horrifyingly uglybeast. All opponents within 60 feet of the feymust make Fortitude saves (DC 12 + half thefey’s HD + the fey’s Charisma modifier) or beparalyzed for 2d4 rounds with the revoltinghorror of the fey’s appearance. A fey may usethis ability once per day.


Dreaming (Sp): A dreaded power that can sapa man’s will and leave him a wasted, lifelesshusk, the Dreaming is a bizarre offshoot of feymagic that these creatures find wholly enjoy-able but can prove deadly to a mortal caughtwithin its weave. The Dreaming is a sort ofshared hallucination, a set of illusions thatdeeply immerse those caught within them in afantasy world of chocolate rivers, sugary hills,and gentle, perfumed breezes. To the fey, thisdream world is a relaxing, soothing reverieakin to mortal sleep. To humans, elves, and oth-ers caught within it, it is an entrancing miragethat leaves them drooling, senseless idiots. A

fey may use this ability to a range of 100 feet.A creature targeted by it must make a Will

save (DC 10 + the fey’s HD) or be engulfed inthe Dreaming’s captivating vistas. While in thisstate, a character counts as stunned. This con-dition may only be removed via remove curseor dispel magic. A fey may use this ability threetimes per day.


Life Stealer (Su): Some dark, evil fey sustainthemselves with the raw life essence of livingcreatures. They capture and torment mortals fora time before draining them of their life energy,distilling it into a gruesome liquid, and drinkingit to sustain themselves. A few of these horriblemonsters can draw the life force straight from anopponent rather than using the arcane processesemployed by most fey. A creature with this abil-ity inflicts one negative level on any livingopponent it strikes with a physical attack, suchas a claw or bite, or with a single unarmed attackthat deals no damage other than the negativelevel but does not provoke an attack of opportu-nity. A fey may only use this ability once perround, even if it receives multiple attacks. TheFortitude save to remove the negative level is 12+ the fey’s Charisma modifier.


Song of Blood Dancing (Su): By intoning ashort tune, a fey can awaken rage, bloodlust,and battle fury within its allies. As a standardaction, the creature sings a short refrain in itsnative tongue. All fey within 60 feet gain a +1morale bonus to hit and a +2 morale bonus todamage for the duration of the encounter. Darkfey commonly exhibit this ability.


Song of Nature’s Desire (Su): Once per day, afey may sing a short, lilting tune as a standardaction. The fey selects one target within 60 feetthat must make a Will save (DC 10 + half thefey’s HD + the fey’s Charisma modifier) or suf-fer a –4 penalty to all Will saves, Wisdomchecks, and Wisdom-based skills for the next1d6 minutes. The song of nature awakens thevictim’s inner, animal desires, clouds his judge-ment, and leaves him reeling.

Relative Cost: NA; Absolute Cost: 25 CP;

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Prerequisite: Fey.

Tree Spirit (Ex): A fey with this characteristicshares more traits with plants than animals. Ithas green skin, long, leafy vines in place ofhair, and an affinity for plant creatures ratherthan animals. The fey gains the abilitiesendemic to monsters of the plant subtype. It isimmune to poison, sleep, paralysis, stunning,and polymorphing, and is not subject to criticalhits or mind-influencing effects. However, thefey’s own Enchantment school spells and spell-like abilities ignore a plant’s immunities andmay affect them as normal.

A fey with this ability may call forth plant crea-tures with the woodland allies ability below.


Woodland Allies (Su): The fey’s strong con-nection to the natural world allows them to callupon the primordial bounds of their environ-ment and summon forth beasts to fight on theirbehalf. Unlike summoning spells, this abilitycalls on natural animals who live in the region.The fey sends out a whistle or yell as a standardaction to bring forth its ally. The creature servesthe fey until the end of combat. The relative CRcost of this ability equals the EL of the crea-tures called minus one. Creatures brought forthwith this ability may be animals, beasts, ormagical beasts appropriate to the area. Notethat the fey must be able to call to its allies.Silence and similar effects foil this ability. Afey may call on its allies once per day.

Relative Cost: See above; Absolute Cost: NA;Prerequisite: Fey.

Example Creature

Most of the fey creatures presented in the cored20 System rules are either good or neutral,making them poor choices for combat encoun-ters. The creature presented here combines thedark fey template with a few special abilities tocreate a malevolent fey worthy of facing offagainst a crusading paladin or heroic wizard.

Gloom Dryad

Medium-Size Fey

Hit Dice: 4d8+4 (22 hp)Initiative: +6 (+2 Dex, +4 Improved

Initiative)Speed: 30 ft.AC: 12 (+2 Dex)Attacks: Longsword +5 meleeDamage: Longsword 1d8+1 + poisonFace/Reach: 5 ft. by 5 ft./5 ft.Special Attacks: Spell-like abilities, poison,

dreaming, life stealerSpecial Qualities: Symbiosis, dark magic,

baneful influenceSaves: Fort +2, Ref +6, Will +6Abilities: Str 12, Dex 15, Con 13, Int

12, Wis 15, Cha 16Skills: Animal Empathy +9, Craft

(woodworking) +6, EscapeArtist +7, Hide +13, Listen+9, Move Silently +13,Sense Motive +7, Spot +9,Tumble +6, WildernessLore +7

Feats: Alertness, Blind-Fight,Dodge, Improved Initiative

Climate/Terrain: SwampsOrganization: Solitary or band (2 – 12)Challenge Rating: 4Treasure: Double standardAlignment: Usually chaotic evilAdvancement: By character class

Deep within the foul heart of a blighted swampdwell the vicious, predatory gloom dryads.These nature spirits appear as tall, slender elfwomen with pale green hair and bone whiteskin. Their very presence in a swampy regionheralds the area’s eventual descent into a fog-filled, disheartening mire. Gloom dryads arethe personification of the forces inimical tostandard dryads. They exult in decay, death,and the slow transformation of wilderness intolifeless wasteland. These creatures sustainthemselves through death and destruction,feasting on the very life force of those travelersand animals hapless enough to fall into theirgrasp. Gloom dryads commonly enter a regionat the behest of an evil druid or dark god whowishes to drive back civilization’s progress.Though they typically roost in a single spot andallow their malign influence to do its work,they sometimes venture out to aggressivelytrack down prey.

In battle, a gloom dryad uses its dreaming abil-ity to lure opponents into a vacuous, defense-less state. If any of their foes withstand thisattack, they use their poison to disable therest or cast charm person to bid the foes

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to seek out aid to help their friends who have“accidentally” come under the gloom dryad’sdreaming ability. The dryads of course directcharmed creatures to a path through quicksandor towards a dangerous predator. The dryadsthen drain the life energy from their disabledfoes at their leisure, often keeping their victimsaround for a few days to make their supplieslast as long as possible.

Poison (Su): As a standard action, a gloomdryad may coat a weapon it carries with its ownpoisonous blood (Fort save DC 14, damage 1d4Str/1d6 Str).

Dark Magic (Su): Gloom dryads may use thefollowing spells at will as a 12th-level sorcerer:dancing lights, darkness, fog cloud, and minorimage.

Baneful Influence (Su): See the dark fey tem-plate for an explanation of this ability.

Dreaming (Sp): The Will save DC to resist thegloom dryad’s dreaming is 14. Dreaming isexplained in the new special abilities sectionabove.

Life Stealer (Su): The gloom dryad may inflicta negative level with a melee attack that dealsno damage other than the negative level. TheFortitude save to remove the gloom dryad’snegative level is DC 15.

Spell-Like Abilities: Gloom dryads can com-municate with plants at will (as speak withplants). They can also, at will, step inside anytree and use dimension door as cast by a 7th-level sorcerer to reach their own tree. A gloomdryad can use charm person three times perday, as cast by a 4th-level sorcerer; targets mustsucceed at a Will save (DC 14) or be charmedfor 4 hours.

Symbiosis (Su): Each gloom dryad is mystical-ly bound to a single, stunted, diseased tree andmust never stray more than 300 yards from it.Any who do become ill and die within 4d6hours. A gloom dryad’s tree does not radiatemagic.

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CHAPTER SEVEN

Giants

Towering above adventurers, using their greatstrength and endurance to crush those whooppose them, and striking terror into their foes,giants make excellent raw physical challengesfor characters. Their reach, great strength, andmany hit points serve them well in combat. Thehuge weapons they wield deal massive damageto adventurers who stand against them. In thecore d20 system rules, the following monstersfall into the giant category: ettin, hill giant,stone giant, frost giant, fire giant, cloud giant,storm giant, ogre, ogre mage, and troll. Ofthese, only the ogre mage favors magic andspecial abilities over brute force.

Building Giants

Even without class levels, giants are formida-ble opponents. Their many Hit Dice grant themgood base attack bonuses and saving throws,while their high Strength and Constitutionscores improve their melee abilities. Manygiants can throw huge stones to batter their ene-mies. While this is a handy ability, giants are attheir best in melee. Furthermore, giants havehigh challenge ratings. Aside from ogres (CR2), their lowest CR is 5. Against low-level par-ties, you can only use a few giants withoutinflating the EL too high. When adding class

levels to a giant, you do not normally have theoption to grant them too many levels beforeyou create a monster too powerful for the PCs’abilities. Thus, when designing a giant remem-ber that it needs to stand well on its own, it can-not afford too many class levels, and it shouldfocus on melee ability.

Classes

Barbarian is the obvious choice for a classwhen outfitting a giant. Giants have highConstitution scores, allowing them to rage forthe complete duration of all but the longestencounters. At higher levels, the barbarian’sdamage reduction makes an already durablecreature even tougher. Do not underestimatethe utility of the uncanny dodge abilities.Giants are usually powerful enough that youcannot field too many of them in a singleencounter. When alone or in pairs, giants get alot of use out of the uncanny dodge abilityagainst a party of adventurers.

Of the other combat classes, ranger is a verygood choice for these creatures. Giants arelarge enough to carry longswords, battleax-es, and warhammers as light weapons intheir offhand. Teamed up with a

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greatsword as the giant’s primary weapon, theduo forms a powerful one-two punch. Select aPC race as the giant ranger’s chosen enemy toboost its attacks, and remember that at higherlevels the giant ranger’s animal companions donot apply to its EL, as they are part of its classabilities.

The spellcasting classes make surprisingly goodchoices for giants if you give them a good selec-tion of spells. In most cases, a giant’s physicalattacks do more damage than spells it couldattain without boosting its CR too high to fit intoan adventure. However, a level or two of wizard,sorcerer, cleric, or druid can catch the party offtheir guard. Avoid damage spells for the reasongiven above and instead focus on enhancementsthat improve the giant’s melee ability. Minorspells such as bull’s strength, haste, fly, spiderclimb, shield, and protection from arrows can tipthe balance in a giant’s favor. Generally speak-ing, opt for spells that improve the giant’s abili-ty to attack, increase its damage, or force thecharacters to engage it in melee. On the otherhand, while evocations cannot consistently stackup to a giant’s huge greatsword, enchantmentssuch as tasha’s hideous laughter or hold person

can put a character out of commission longenough for a giant to finish him off.

Giant clerics are very effective against adven-turers. Their combination of solid combat skill,hit points, and supporting spells make themgood alone or as part of a group. Giant divinespellcasters should avoid cure spells andinstead stock up on dispel magic to removeeffects that can take out a giant in one failedsave. However, keep in mind that the giants’excellent Fortitude saves make poison andparalysis unlikely to harm them. Dispel magicis preferable to spells designed to counter spe-cific threats.

The stealthy classes, such as bard and rogue,make poor choices for giants. These creaturesare generally too clumsy and dim to make useof those classes’ skills, while their great sizehinders their ability to hide and strike fromambush. The rogue’s defensive abilities canimprove a lone giant’s survivability against aparty, but the barbarian class offers those abili-ties and better combat skill. Finally, sneakattacks simply do not add enough extra damageat low levels when compared to a giant’salready impressive damage abilities.

As an optional rule, you may allow giant druidsand rangers to take on more powerful than nor-mal animal companions. It would be a bit silly

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for a 15-foot tall stone giant druid to consortwith a tiny serpent or a wolf. Instead, you mayallow giants to take on companions whose HDequal half the giant’s base HD plus its level inthe appropriate spellcasting class. However, tokeep encounters balanced you should count thecompanion’s CR when determining the EL ofencounters involved the giant ranger or druid.Normally, companions do not count in thismanner as they are gained via a class ability.

Feats

When selecting feats for a giant, focus onchoices that increase its chances to hit and giveit as many attacks as possible in a round. Featssuch as Power Attack and Cleave are goodplaces to start. Power Attack allows a giant todeliver additional punishment without hurtingits chances to hit much, as giants generallyhave excellent attack bonuses. Cleave is goodfor giving giants an extra attack, though againsthigh-level characters they do not often get achance to use it. On the other hand, giants dotremendous damage and could very well takedown a high-level fighter in two or threerounds.

While rock throwing is not a giant’s mostpotent attack, feats such as Rapid Shot andPrecise Shot make giants much more effectivewith their missile weapons without harmingtheir melee abilities. Stone giants, in particular,gain a lot from this change. Their highDexterity allows them to take the Rapid Shotfeat in place of Power Attack, granting them aranged attack bonus of +10/+10/+5 rather than+12/+7. With damage of 2d8+8, that’s a nicetrade against poorly armored targets such asrogues and wizards. If you design an encounterwith large numbers of rock-throwing giants,have roughly half the giants swap out PowerAttack and Cleave (or similar fears) for PointBlank Shot and Precise Shot. While PointBlank Shot does not provide much of a bonusto giants (if they’re that close they should getinto melee) Precise Shot can turn a band of sixhill giants into an efficient, character-destroy-ing machine.

While most giants lack the Intelligence to gainExpertise, the Improved Trip feat is a sensa-tional choice for giants. Their size and Strengthmake it a trivial matter to knock a characterprone without giving up an attack. CombatReflexes is a necessity for any giant that has a

Dexterity above 11, as their reach allows themto hit multiple attackers who close to strikethem. Remember, the key to getting the mostout of a giant is to make sure it attempts asmany melee attacks as possible in the shortestamount of time.

Skills

As creatures who are best used in combat, thereare few skills that suit giants particularly well.When designing a giant, your choices of featsand equipment most likely play a larger role inits success than its skills. That said, there are afew basic skills that can help any giant. Spotand Listen are obvious choices for foilingrogues, bards, or monks who try to sneak pastgiant sentries. These skills also help giantsavoid surprise, allowing them to get in as manystrikes as possible during a battle. If a giantever spends a round doing anything but attack-ing, its abilities are wasted. Tumble can some-times be useful for evading a line of combat-ants to assault wizards and other spellcasters,but generally speaking a giant’s poor Dexterityforces it to take many levels in rogue to gain itas a reliable skill.

Equipment

All giants have excellent natural armor classbonuses. Since natural bonuses stack with onesprovided by armor, be sure to equip your giantswith the heaviest armor they can afford. A goodAC allows a giant to survive a fight longenough to pound the party’s fighters, paladins,and other warriors into submission. A giant’sforte is its melee attacks. A good AC allows itto weather missile attacks and other hazards asit makes its way to engage the PCs.

Reach weapons can improve a giant’s alreadyconsiderable reach, allowing them to forcecharacters to absorb attacks of opportunity inorder to engage a giant and to foil the use ofreach weapons such as spiked chains andlongspears. Weapons such as greataxes andgreatswords work very well with giants, as theycan wield them in one hand while carrying ashield in the other. Giants have high enoughStrength scores that they do not need to rely ontwo-handed weapons to deliver high amountsof damage.

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With their skill in combat, most magic itemsdesigned for giants are built to improve theircombat abilities and crush their enemies. Of thestandard magic items, enchanted weapons andarmor are the most useful items for giants.They improve giants’ ability in combat andallow them to absorb more attacks. Animatedshields allow giants to fight with two-handedweapons without giving up the protectionoffered by a shield, improving both their offen-sive and defensive abilities at the same time.Invulnerability does an excellent job of pre-serving a giant, while spell resistance armormakes up for a giant’s poor Will saves. As forweapons, almost all of the qualities work wellfor giants. Only dancing and defending fitpoorly with these creatures. A giant’s Strengthgoes to waste on a dancing weapon, while adefending one impairs its potential combatability at the cost of its attack ability.

Comet Stone: This large, 50 lb. boulder isquite warm to the touch. If tapped with a pickor chisel, it sounds a distinctly metallic twang.While the outer core of this item is crafted fromrock, its inner core is an iron sphere filled withraw energy from the elemental plane of fire.When thrown by a creature capable of hurlingrocks, it deals damage as a thrown boulder. Inaddition, it explodes as a fireball cast by a 12th-level sorcerer. While in flight, the comet stoneis encased in a halo of fiery energy that leavesa bright tail in the item’s wake. If the cometstone misses, treat it as a grenadelike weaponto determine where it detonates. Once used, acomet stone is destroyed.

Caster Level: 12th; Prerequisites: CraftWondrous Item, fireball; Market Price: 2,000gp.

Net of Leaden Weight: This huge net mea-sures 10 feet along each edge. While this itemis crafted from rope, it is magically enhanced tomake it as heavy as if it was crafted from lead.When used, this item expands to cover a 10-foot by 10-foot area. Any creature in this areamust make a Reflex save (DC 15) or be cov-ered and trapped within the net. To escape fromthe net, a character must make an Escape Artistcheck (DC 20) as a full-round action to wriggle

free. The net’s material is unbreakable, mak-ing it impossible to saw through or breakfree. Any creature trapped within the net

suffers a –4 penalty to Dexterity and a –2penalty on attack rolls. It moves at half speedand may not leave the net’s area until it makesits Escape Artist check. Creatures that attemptto cast spells while trapped within the net mustmake a Concentration check (DC 15) to suc-cessfully cast the spell. The net of leadenweight is so large and heavy that only a Largecreature with a Strength of 20 or more may useit.

Caster Level: 15th; Prerequisites: CraftWondrous Item, polymorph any object; MarketPrice: 5,000 gp; Weight: 80 lb.

Ring of Human Form: This plain gold ringwas specially forged by a powerful giant sor-cerer who wished to travel amongst humans inorder to spy upon their realms. Over the years,this magical item has proven popular withgiants, as it allows them to spy on their enemieswithout relying on hired agents. While a giant’sgreat size is an asset on the battlefield, it isquite a hindrance when stealth rather than bruteforce is necessary. While worn, this ring causesa Large or Huge creature to become Medium-size. Its gear changes in proportion to its newsize. The creature’s outward appearanceremains unchanged. It simply appears as asmaller version of itself. This enchantmentends when the ring is removed.

Caster Level: 12th; Prerequisites: Forge Ring,reduce, polymorph self; Market Price: 25,000gp.

Giant Prestige Classes

The following prestige classes are designed tohelp customize the giants you design. Sincemost giants have CRs too high to allow them togain many class levels against mid-level char-acters, these prestige classes are accessible tomost giants without additional class levels. Therock hurler provides mechanics for building agiant focused on ranged combat, while thethunder hammer uses the giants’ tremendousstrength to wreak havoc with his foes and attainsupernatural powers.

Rock Hurler

Amongst the dim and brutal giant races, thesimple act of rock throwing has advanced to anart form, sport, and ritual all rolled into one.The various giant sub-types, such as fire, frost,and stone, all have long traditions of using

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thrown boulders not merely as weapons, but astests of skill, social standing, and in some casesas critical parts of religious observances. Therock hurler prestige class is the product of thesecultural mores. Amongst the giants, somedevote countless hours of practice to throwingboulders to better their status within their clans.Others are adepts driven by the demands oftheir religious teachings to emulate their gods’prowess with thrown boulders.

The stone giants produce the majority of rockhurlers. Amongst these creatures, hurlers areknown as Stone Bolts. According to their leg-ends, the stone giants were born when the greattitan Bellarmaug sundered a mountain of livingrock with a titanic stone he hurled into thematerial world from his great stone peak in theelemental plane of earth. The giants arose fromthe fragments of the living rock’s spirit,released from their immobile, boring existence.In celebration of this legendary event, once ayear the stone giants gather to competeamongst themselves and display their talentswith thrown boulders. Those who exhibit thegreatest skill are given treasure, religious icons,and positions of respect within the community.

Over the years, other giants have learned thetrick shots and special techniques perfected bytheir stone giant kin. While hill giants and otherbrutes know nothing of this fighting style’s ori-gins, their ignorance does not prevent themfrom using it against their enemies.

Hit Die: d10.

Requirements

To become a rock hurler, a character must ful-fill all the following criteria:


Strength: 25+.

Special Abilities: Rock Throwing, RockCatching.

Special: A character who gains the ability tothrow and catch boulders through the acquisi-tion of a magical item, special ability, or othersource may qualify for this prestige class at theDM’s discretion.

Class Skills

The rock hurler’s class skills (and the key abil-ity for each) are Climb (Str), Craft (Int), Jump(Str), and Spot (Wis).


Class Features

All of the following are class features of therock hurler prestige class.

Weapon and Armor Proficiency: Rockhurlers gain no additional proficiencies withweapons, armor, or shields.

Accomplished Thrower: At 1st level, the rockhurler’s dedication to and study of the sport ofrock throwing allows him to elevate his skills.He gains the feats Weapon Focus (thrown boul-der) and Weapon Specialization (thrown boul-der). Furthermore, the rock hurler may makeranged attacks with his rocks at targets who arethreatening him without drawing attacks ofopportunity. The rock hurler slams a stone intohis foe with a single, fluid motion that does notforce him to drop his guard.

Skipping Stone: At 2nd level, the rock hurlermasters the first of his specialized throws.When hurling a stone, he aims it towards histarget at a shallow angle, causing it to skip offthe ground, hit his target, and continue for-ward to smash through his enemies. Therock hurler may use a full-attack action

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Rock Hurler

Level Base Attack Fort Ref Will Special1 +1 +0 +2 +0 Accomplished thrower2 +2 +0 +3 +0 Skipping stone3 +3 +1 +3 +1 Pinning throw4 +4 +1 +4 +1 Pillar throw5 +5 +1 +4 +1 Brute force

to throw a rock in this manner. All creatures ina rectangular area 10-feet wide and a number offeet long equal to the thrower’s Strength scoremust make a Reflex save (DC 12 + hurler’slevel in this prestige class) or suffer half thenormal damage dealt by the hurler’s thrownrock. Those who make their save take no dam-age as they dodge the boulder.

Pinning Throw: As the rock hurler practiceshis art and perfects his aim, he learns to toss aboulder so that it drops directly down upon atarget, pinning it in place. The hurler launchesa stone much heavier than the ones he normal-ly uses. This attack has a much shorter rangethan his normal throw, but it can pin a target inplace and leave him helpless. The giant throwsa stone using only half his normal range incre-ment. On a hit, the target must make a Strengthcheck with a DC equal to half the damage dealtby this attack or be pinned in place. The targetis trapped beneath the rock and may not move,suffers a –4 penalty to Dexterity and a –2penalty to attacks, and loses his Dex bonus toAC. The target may escape with a Strength orEscape Artist check (DC half damage dealt) asa standard action each round. Using this abilitycounts as a full-attack action. Large or greatercreatures are not subject to this attack.

Pillar Throw: The giant game of ten stonesrequires each player to hurl long, log-shapedstones into the air with such force and skill thatthey drive into the ground and stand straight upin the air. Most rock hurlers carry a half-dozenof these pillar stones to show off their skill andtrap their prey within impromptu cages. Withany thrown stone attack, a rock hurler may optto launch one of his pillar stones. The giantselects a 5 ft. by 5 ft. area as his target andresolves a ranged touch attack against it. On ahit, the stone drives into the ground and fillsthat area with a 6-foot-tall stone barrier. Thisattack causes standard damage against anycharacter caught in the targeted area and pre-vents the stone from forming a barrier. On amiss, the stone strikes the ground at a bad angleand fails to form a barrier. Hurlers love to usethis attack to trap their enemies or form barri-ers that allow them to strike with their reachwhile keeping their smaller enemies at bay.

Brute Force: At 5th level, the rock hurler mas-ters the art of substituting raw power and force

for precision and grace with his rangedattacks. He may now use his Strength mod-

ifier rather than his Dexterity with his thrownrock attacks.

Thunder Hammer

Amongst the giant races, strength and rawphysical fury stand above intellect, compas-sion, daring, and other values held dear by civ-ilized, benevolent realms. These brutes pray tosimple deities who embody the traits they valuein themselves and others. Those few giantswho are capable of remembering enough abouttheir deities to worship them as clerics oradepts can unlock the inner, divine secrets ofgodly physical power. Commonly known asthunder hammers by the dwarves who havestood against these terrible foes, these divinelyinspired brawlers summon physical power thatrival that of a god. Their fists deliver bursts ofsonic energy, while the most accomplishedamongst them can cause a cavern to collapse ora mountain to slide into ruin with a few power-ful blows.

Thunder hammers are known by many namesamongst the giants. Ogres call them the gods’men, while trolls dub them those-who-sunder.Each of the giant subtypes, such as fire giants orfrost giants, has a name that ties into theirnature. For example, the frost giants call theirthunder hammer cult the Brotherhood ofChoking Ice. While the details differ acrossgiant races, all share the same basic traits. Thethunder hammers dwell in isolated settlements,meditating on their god’s teachings and testingtheir strength. Each year, those who wish to jointhe order are gathered, stripped of weapons,armor, and clothes, and herded into a large val-ley. After a week of endless brawling, wrestling,and fighting, one giant is allowed to leave thisvalley alive. Chosen by the gods, he is thentaken to an isolated, sacred place and leftchained in place for one month. If the petition-er dies of thirst or hunger, his corpse is left torot. Otherwise, if the gods favor him he is struckby lightning, engulfed in a ferocious blizzard, orotherwise caught in a natural phenomenon thatreflects the thunder fist’s particular cult. Thisevent imbues him with great strength and her-alds his induction into this order.

Hit Die: d8.

Requirements

To become a thunder hammer, a character mustfulfill all the following criteria:

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Divine Spellcaster: Level 1+.

Strength 25+.

Skills: Knowledge (religion) 2 ranks.

Feat: Improved Unarmed Strike.

Special: This prestige class is normally avail-able only to those who worship a god ofstrength, thunder, earth, or a similar deity. Torepresent this, the would-be thunder hammermust have access to a domain that entails thesetraits, such as the Destruction, Earth, orStrength domain. Other domains may beapplicable depending on your campaign.

Class Skills

The thunder hammer’s class skills (and the keyability for each) are Concentration (Wis), Craft(Int), Heal (Wis), Knowledge (religion) (Int),and Profession (Wis).


Class Features

All of the following are class features of thethunder hammer prestige class.

Weapon and Armor Proficiency: Thunderhammers gain no additional skills withweapons, armor, and shields.

Savage Brawler: Thunder hammers areaccomplished wrestlers and brawlers. Whenmaking unarmed attacks, they deal normalrather than subdual damage.

Thunder Fist (Ex): The thunder hammer mayopt to deal sonic damage with his unarmedattacks. When he strikes his foes, loud blasts ofthunder echo through the air.

Thunder Stomp (Ex): Drawing on hisreserves of incredible physical power and hisgods’ blessings, the thunder hammer stompsthe ground and causes a small, localized earth-quake. The ground shudders violently, causingall creatures within 60 feet of the thunder ham-mer to make Balance checks (DC 20) or imme-diately fall prone. The thunder hammer mayuse this ability as a free action three times perday.

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Force Wave (Ex): With a great bellowing roarthe thunder fist slams the ground before himwith his two fists, generating a tremendouswave that ripples through the ground and toss-es aside all caught within it. The thunder ham-mer creates a cone 10 feet long per level in thisprestige class. All creatures caught within thisarea suffer 2d8 points of damage unless theysucceed at a Reflex save (DC 17). Using thisability is a standard action.

Thunder’s Fury (Ex): At 3rd level, the thun-der hammer’s unarmed attacks deliver power-ful jolts of sonic energy. Those struck in com-bat by his fists must make a Fortitude save orbe deafened as per the spell blindness/deafnesscast by a 13th-level sorcerer.

Thunder’s Strength (Su): Once per day thethunder hammer may call upon the divinepower of his gods. The air smells of ozone andthe thunder hammer becomes surrounded by ablue, crackling nimbus of energy that strength-ens and fortifies him in battle. For six rounds +the thunder hammer’s Constitution modifier, hegains +4 Strength and Constitution. In addition,anyone who delivers a physical attack againsthim in melee combat must make a Reflex save(DC 12) or suffer 2d4 points of electricity dam-age from the energy that surrounds him.Attackers who strike with metal weapons suffera –3 penalty to their saves. Note that asunnamed bonuses the modifiers gained fromthis ability stack with those provided by thebarbarian’s rage ability.

Thunder Strike (Ex): At 4th level, the powerand fury contained within the thunder hammerallow him to smash walls, barricades, and otherfortifications with ease. When attacking anyinanimate object, he ignores its hardness ratingwhen determining damage his unarmed attacks

deal. Furthermore, once per day the thunderhammer may strike a foe with an unarmed

attack so ferocious that it creates a shockwavethat affects every enemy within 10 feet of thethunder hammer’s target. Those opponentswithin this area suffer damage equal to half thatrolled against the thunder hammer’s target,with no saving throw allowed. The thunderhammer must announce he intends to use thisattack before rolling his attack roll.

Earthquake (Sp): At the pinnacle of his abili-ties, the thunder hammer may use his unearth-ly strength to cause an earthquake in his imme-diate area. By stomping his feet, pummelingcavern walls or a cliff face, or forcefully jump-ing up and down, the thunder hammer casts thespell earthquake as a 15th-level cleric. Thethunder hammer may use this ability once perday. Activating it requires a full-round actionthat draws attacks of opportunity.

Giant Feats

In battle, giants rely on their tremendous sizeand strength to batter their enemies into sub-mission. The feats presented here are designedto augment both of those traits. Most have aminimum size listed as a prerequisite and manyare designed for use in combat. While somegiants may have magical abilities, in generalthis monster type is best suited for use as acombatant who stands between the charactersand their goal.

All giants may use the bonus feats provided bythe fighter class to select these feats. Othercreature types may not, though at the DM’s dis-cretion any Large or greater monster may takethem with fighter feats.

Improved Rend [General]

When you rend your opponents with yourclaws, you maintain your hold of him and con-tinue to rend him on later rounds.

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Thunder Hammer

Level Base Attack Fort Ref Will Special1 +0 +2 +0 +2 Savage brawler, thunder fist, thunder stomp2 +1 +3 +0 +3 Force wave3 +2 +3 +1 +3 Thunder’s fury, thunder’s strength4 +3 +4 +1 +4 Thunder strike5 +3 +4 +1 +4 Earthquake

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Prerequisite: Rend special attack.

Benefit: You gain the use of the improved grabspecial attack. When you deal damage withyour rend attack, you may initiate a grapple asa free action as per the improved grab ability.Should you choose to inflict damage against anopponent grappled in this manner, you dealyour rend damage. In addition, you may attacka grappled creature with your bite attack.

Normal: Rend is an additional attack that dealsdamage when both of your claws hit but has noother effect.

Improved Rock Throwing [General]

You can hoist and throw much larger rocks thannormal for a giant of your size. These stonesstrike your enemies with greater force.

Prerequisite: Rock throwing special ability.

Benefit: When attacking with a thrown rock,you can pick up and throw larger rocks thatdeal greater damage. The rocks you throw deala base 2d10 points of damage plus yourStrength modifier.

Normal: Thrown rocks deal 2d6 or 2d8 pointsof damage, depending on your size andStrength.

Low Cunning [General]

Like most giants, your intellect is stunted andrarely used. However, you possess a flair fortactics and planning. While giants are rarelyeducated and are too impatient to use logic tothink through a situation, some have an intu-itive understanding of tactics and ambushes.

Prerequisite: Giant creature type.

Benefit: Your intuitive awareness of tacticalpositioning and sudden, unexpected insightsgrant you a +2 bonus to initiative. In addition,you gain a +4 bonus on attack rolls when youflank an enemy.

Normal: When you flank a creature, you andthe ally who forms the flank receive a +2 bonusto hit.

Overwhelm [General]

You literally walk through enemy formations,smashing them beneath your feet as you move

towards your true enemies.

Prerequisite: Size Large or greater, ToweringAttacker.

Benefit: You can use the overrun action with-out making a charge. You simply stompthrough, around, or on your enemies. Any crea-ture at least one size category smaller than youtakes 1d6 + your Strength modifier in damageif you trip them; rather than knock them aside,you stomp on the puny humans.

Normal: Smaller, weaker creatures can merelyknock over those they overrun rather than drivethem into the ground.

Scatter Foes [General]

Using your great size and physical power, youslam through smaller opponents with a flurryof attacks that leave them reeling.

Prerequisite: Size Large or greater, ToweringDefender.

Benefit: With a great stomping, jumping, bel-lowing tantrum you scatter the puny humans(or other creatures) that surround you. With astandard attack action, you flail your arms andscatter anyone in your threatened area whosesize is one class or lower below yours. Make atouch attack against each applicable creatureyou threaten. Those you hit must either move10 ft. away from you or suffer a hit dealing 1d6points of damage + half your Strength bonus.You may then take a move action as normal.

Special: The movement provoked by thisattack does not count against a creature’smovement allowance.

Stomp Attack [General]

You are adept at the fine art of kicking and flat-tening the tiny creatures that dare to attack you.

Prerequisite: Towering Attacker.

Benefit: When using the full-attack action, yougain a stomp attack in addition to your normalattacks. You gain an extra attack at your high-est base attack bonus. This attack and all othersyou make suffer a –2 penalty if you strike acreature whose size equals or is greater thanyour own. Against smaller creatures, youdo not suffer this penalty. The stomp

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attack deals 1d8 points of damage + yourStrength modifier. Your stomp counts as anunarmed attack, though it does not provoke anattack of opportunity if none of the creaturesthat threaten you are your size or greater. Youwait for an opportune moment to deliver a kickor stomp down on your foe, but this attackleaves you open to bigger creatures.

Towering Attacker [General]

You have fought many smaller foes, such ashumans, dwarves, and orcs. Through trainingor raw experience, you have learned to maxi-mize your height and power advantage againstsuch foes.


Benefit: When fighting Medium-size or small-er creatures, you gain a +1 bonus on attack rollswith melee attacks. You are able to put greaterforce behind you attacks against such creatures,as you use greater overhand swings to poundyour foes into pulp. You deal +2 damageagainst Medium-size or smaller creatures inmelee.

Special: These bonuses do not apply againstflying creatures, creatures on higher elevationrelative to you, or other smaller creatures whostand at a height above your waist when youattack them.

Towering Defender [General]

You have fought many smaller creatures, suchas hobgoblins, elves, and humans. In battle,you have learned to defend your knees andlower legs against their tiny swords.


Benefit: When a Medium-size or smaller crea-ture attacks you in melee, you gain a +2 cir-cumstance bonus to AC. You keep your legsmoving and stomp down towards attackers tokeep them from making effective strikesagainst your lower extremities.

Special: These bonuses do not apply againstflying creatures, creatures on higher elevationrelative to you, or other smaller creatures whostand at a height above your waist when youattack them.

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Giant Templates

Amongst the giants, there sometimes arisegreat champions who rally their fellows togeth-er in crusades of conquest, raiding, and pillag-ing. Giants value strength and size above allelse. In spite of this, amongst their kind asmart, wily giant can advance much fartherthan a big but stupid one. While giants valuestrength, they value victories against thedwarves, humans, and elves much more. Thetemplates presented here, the giant lord and thehalf-titan, are presented to ease the burden ofcreating a giant leader. The giant lord templateyields a wily chieftain with the skill and brainsto lead his people, while the half-titan relies onhis near-divine heritage to demand respect andobedience.

Giant Lords

Amongst the giants, the vast mass of their num-bers are slow, dull-witted brutes. While manypossess the intellectual capacity of the averagehuman, giants value strength over thoughts.Yet, there occasionally arises a powerful giantwho combines a keen mind with his massivebulk. Known as giant lords, these creaturesserve as chieftains, spellcasters, and warleadersamongst their people.

Giant lords are smarter and craftier than theirfellows. They also have magnetic personalitiesthat allow them to command the respect andobedience of their fellows. When a giant lordarises, he soon has his tribe launching devastat-ing raids on nearby communities.

Creating a Giant Lord

“Lord” is a template that can be added to anygiant, such as a troll, ettin, or frost giant. Thecreature uses its base stats and abilities exceptas noted here.

Abilities: +8 Intelligence, +6 Charisma, +4Wisdom. Giant lords are much smarter, percep-tive, and commanding than their fellows.

Skills: Giant lords gain an additional fourranks to spend on skills as they wish.

Feats: Cunning fighters and tacticians, giantlords gain an additional two feats.

Organization: All but the largest tribes ofgiants boast no more than one giant lord.

Challenge Rating: As base creature.

Advancement: The vast majority of giantlords are either fighters or spellcasters. Withtheir boosted intellects, giant lords masterfighting skills normally beyond their fellows’capacities, such as the Expertise feat, or studymagic to augment their size and power.

Half-Titan

Sometimes, a traveling titan journeys to thematerial plane and stays a while with a giantclan or tribe. Occasionally, this visit yields amuch more lasting memento after the titan isgone: the birth of a half-titan. While titans areoutsiders with many magical abilities, sagestheorize they share an ancient connection withthe various giant races. Some say that giantsare nothing more than human-titan crossbreeds.Thus, it comes as no surprise that the titans canbreed with their lesser, mortal descendants.

While most titans are good, there do exist anumber of evil ones who dwell within thelower planes. These creatures commonly act asemissaries between demonic or diabolic pow-ers and the giants that serve them.

Creating a Half-Titan

“Half-titan” is a template that can be added toany giant. The creature’s type changes to out-sider. It uses its base statistics and abilitiesexcept as noted below.

Special Attacks: Half-titans gain a variety ofspell-like abilities from their titan parent. Theymay at will cast the following spells: alter self,invisibility, levitate, mirror image. Treat thesespells as cast by a 20th-level sorcerer.

Special Qualities: A half-titan’s heritagegrants it resistance to mundane damage andspells. The half-titan has damage reduction10/+1 and spell resistance 15.

Abilities: The half-titan gains the physicalpower and mental capacities of its titan parent.Half-titans gain +6 Strength, +4 Constitution,+6 Intelligence, +4 Wisdom, +2 Charisma.

Feats: Half-titans gain Alertness and Blind-Fight.


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A New Character Race:

Half-Ogres

While many sages theorize that humans cancross-breed with the majority of giant species,few short of madmen and heartless researchershave attempted to force such a union.Sometimes, though, in the borderlands wherecivilization regularly comes into contact withthe wild, untamed realms of ogres, frost giants,and other creatures, half-ogres arise. As theirorigins are normally questionable at best,amongst humans half-ogres are scorned andfeared. Amongst ogres, they serve as chieftains,commanders, and shamans. While smaller thantheir monstrous kin, half-ogres’ increased intel-lectual abilities more than compensate for thisshortcoming.

Half-ogres look like smaller, awkward ogres.Their skin runs a wide range of hues, from avariety of human colors to a dull yellow foundin ogres. Their teeth are yellowed and overlylarge for their mouths, and their hair is dark,greasy, and stringy. Their arms and legs aregnarled, awkward, and usually slightly too longfor their frames.

Creating a Half-Ogre

The rules presented here present modifiers andother rules for creating a half-ogre with one ormore levels in a character class. The examplehalf-ogre is a 1st-level warrior and representsthe typical member of this race that adventurersmay encounter in the untamed wilderness orthe dungeon depths.

• +4 Strength, –2 Dexterity, +2 Constitution, –2Intelligence, –2 Charisma. Half-ogres are pow-erfully built and tough as nails, though theytend to be clumsy and dim. Their mixed ances-try makes them quite ugly, though not quite sohorrid in comparison to ogres.

• Medium-size: Half-ogres average around 7feet in height. However, their longer than nor-mal limbs and great girth allow them to act asLarge creatures for determining the weaponsthey may wield in one or two hands.

• Half-ogre base speed is 30 feet. Though larg-er than other Medium-size creatures, their awk-

ward limbs and clumsy natures grant themaverage speed.

• +2 natural armor. Half-ogres have tough,thick hides that allow them to shrug off attacks.However, their large bodies and awkwardforms force them to buy armor sized for Largecreatures.

• Automatic Languages: Common and Giant.Bonus Languages: Goblin, Gnoll, and Orc.Half-ogres learn to speak the languages of bothhalves of their ancestry. They also commonlywork as mercenaries with orcs, goblins, andother humanoid races, allowing them to pick uptheir languages.

• Favored Class: None. Half-ogres excel atusing their raw strength to pummel opponentsinto submission, but they lack the cultural andintellectual tradition to form any affinity for acharacter class. Their ogre tendency to lazinesscancels out their human ancestors’ inventive-ness and flexibility.

Half-Ogre

Medium-Size Giant

Hit Dice: 2d8+4 (13 hp)Initiative: –1 (Dex)Speed: 30 ft.AC: 16 (–1 Dex, +2 natural, +3

studded leather, +2 largewooden shield)

Attacks: Greatsword +5 melee; or+0 composite longbowranged

Attacks: Greatsword 2d6+3; orcomposite longbow 1d8

Face/Reach: 5 ft. by 5 ft./5 ft.Saves: Fort +4, Ref –1, Will +0Abilities: Str 16, Dex 8, Con 14, Int

8, Wis 10, Cha 8Skills: Intimidate +3Feats: Weapon Focus (greatsword)Climate/Terrain: Any land or undergroundOrganization: Solitary, gang (3 – 12)Challenge Rating: 1Treasure: StandardAlignment: Usually chaotic evilAdvancement: By character class

In the wild, half-ogres serve as scouts, war-leaders, and strategists for ogre bands.Sometimes, they form their own small bandsthat group together for mutual protection and tolaunch raids on both ogre and human settle-ments. While most half-ogres find a place inogre or human society, some create isolated

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enclaves of their own that stand apart from bothhalves of their ancestry.

Half-ogres combine the appetites and greed ofogres with the industrious adaptability ofhumanity. Thus, they tend to become banditsand raiders when forced to survive on theirown. Half-ogres amongst ogres become adeptsand clerics, using their superior brainpower tomaster spells far beyond ogres. In human soci-ety, half-ogres serve as warriors. Their strengthmakes them excellent mercenaries and gladia-tors, though few paymasters trust them withsensitive duties.

Combat

Half-ogres prefer to strike from ambush, moreout of a sense of survival than anything else.Amongst ogres, they issue orders and planattacks. When fighting alongside humans, theyare counted on to hold the line and serve asshock troops. Half-ogres prefer to wield Largeweapons, such as greatswords and greataxes,one-handed in battle with a large shield in theirother hand.

New Combat Rules for

Giants

With their great size and humanoid forms,giants have quite a few more options in combatthan human-size combatants. The core combatrules were designed to accommodate adventur-ers and the monsters they commonly fight.However, there are a few gaps with regards tothe maneuvers a towering giant could attemptin battle. The following rules present a set ofcombat maneuvers that giants, and only giants,may normally attempt. Optionally, you maydetermine that a creature fighting an opponentsignificantly smaller than itself may use thesecombat options. For example, a human fightinga pixie could attempt to grab the faerie and holdit tight in his hand.

Pick Up

Picking up an opponent in battle works exactlylike it sounds. You bend over to grab a smallercreature and hold it tight in your hands.Creatures held in this way are easier to hit andare at your mercy should you choose to crushthem in your hands, but they have a much eas-ier time striking you.

You may attempt to pick up a creature that is

one size category smaller than you are with twohands. You may grasp smaller creatures withonly one hand. To initiate a pick up attack,make a melee touch attack against your target.This attack takes the place of a normal attackand you may make multiple attempts if youhave more than one attack per round. Thisattack draws attacks of opportunity from yourtarget and any other creature that threatens you.If your touch attack hits, you then make anopposed grapple check to grab your target. Ifyou are hit by the attacks of opportunity drawnby this action, your pick up maneuver is notruined. However, the target of this attack mayadd the damage it deals via its attack of oppor-tunity, if any, to the grapple check it makes toavoid your grasp.

Spiked armor is the bane of giants who like tograsp and crush their enemies. A giant auto-matically takes full damage from armor spikes,plus the victim’s Strength modifier as he twists,struggles, and digs the spikes into the giant’shand. This damage modifies the target’s grap-ple check along with the damage the victimdealt with its attack of opportunity, if any. Eachround the giant holds a creature in spikedarmor it automatically takes full damagefrom the spikes on its action.

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Once a creature is in your grasp, you have sev-eral options to choose from.

Squeeze: Once per round, in place of a stan-dard attack you may make an opposed grapplecheck to squeeze an opponent grasped in yourhand. If your check succeeds, you deal yourunarmed damage as normal damage, ratherthan subdual, against your target. You do notdeal any additional damage for using twohands if you grasp a creature in both hands. Ifyou fail the grapple check, the creature wrig-gles in your grasp and forces you to adjust yourhold on him rather than crush him.

A giant that squeezes a creature in spiked armorautomatically takes maximum damage fromthe spikes immediately after declaring thisaction.

Stow: Some giants like to grab choice bits ofmeat off the battlefield and stuff them into abag for later snacking. Make a grapple checkagainst the creature you carry. This checkrequires a full-attack action, as you must takecare to open your pouch, secure your victim,and then close your pouch back up again. Ifyou succeed, you may place him in a beltpouch, sack, or backpack large enough to holdhim and then close the container. The creatureis still free to cut itself loose or attack you.Most giants prefer to squeeze their would-bemorsels a few times to quiet them down. On afailed grapple check, the creature grabs hold ofthe pouch’s edge and prevents you from stuff-ing him into it or distracts you enough that youcannot open it.

Throw: With a successful grapple check thatcounts as a single attack, you may toss asideyour puny foe. The creature sails 10 feet + yourStrength modifier for each size category belowyours. The creature takes damage as if it fell adistance equal to your height + the distance youthrew it, in addition to any falling damage itshould normally take. For instance, Ogrek the10-foot-tall hill giant throws poor Fissarus thekobold down a 30-foot-deep well. The koboldtakes damage for falling 40 feet, 10 feet for thegiant’s height and an additional 30 feet for thewell. If Ogrek had thrown Fissarus to theground, he would have taken damage forfalling 10 feet, the giant’s height. If the wellhad been 20 feet away from the giant rather

than right next to him, the kobold would takedamage for falling an additional 20 feet.

Optionally, you may decide to throw the weak-ling you carry at one of his tiny friends. Makea grapple check to throw your opponent as nor-mal. If you succeed, make a ranged touchattack against an opponent who is within therange you can throw the creature you carry. Ifyou hit, both the thrown creature and your tar-get take half the falling damage caused by yourthrow. On a miss, the thrown creature scattersas per a grenadelike weapon attack. If it hits adifferent target, both take damage. Otherwise,the thrown creature takes damage as normal.

Trapped Creatures: A creature has a fewoptions to escape a giant’s clutches. You mayattempt to break free with an opposed grapplecheck or an Escape Artist check opposed by thegiant’s grapple check. If you succeed, you falla distance equal to half the giant’s height butare now free from its grasp. This counts as astandard action, leaving you with a move-equivalent action to crawl away or stand up.While trapped, you may also attack with anyone-handed (Small or Medium for Medium-size characters) weapon you carry. Theseattacks gain a +2 bonus and the giant does notgain its Dexterity bonus to AC, if any, even if aclass ability specifically states the giant neverloses its Dex bonus to AC. If you hit, the giantmust make a Fortitude save with a DC equal tothe damage you dealt. If it fails, it immediatelydrops you and you take damage for falling halfthe giant’s height.

Slam Attacks

This optional rule allows you to model thegreat, brutal strength and size giants use tosmash their foes to pulp. When attacking witha club, fist, or other blunt weapon, a giant mayhammer his opponent and send him flyingthrough the air. On a confirmed critical hit, thegiant may opt to deal regular rather than criti-cal damage. Instead, the giant hits his foe withenough force to send him sprawling. The giantmakes a Strength check. For every full 10points of this result, he moves his opponent 10feet in any direction. All of this movementmust be in a straight line. The victim suffers1d6 points of damage per 10 feet he moves andis considered prone. Obviously, if the target isslammed into a pit, off a cliff, or into a river oflava, he takes the appropriate damage for theenvironmental hazard.

Slam attacks may only be made against crea-tures at least one size category smaller than the

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giant. In addition, the giant must have aStrength of at least 20 and attack his target witha blunt weapon.

New Giant Special Attacks

and Qualities

The following special abilities are available toall creatures of the giant monster type. The rulesfrom Chapter 1 explain how to add these newabilities to existing creatures. All of these abili-ties are available to giants, though you may usethem with other creature types if you wish.

Extra Arm (Ex): A common mutationamongst trolls and ettins, some strange forcecauses them to sprout an additional short butstrong arm that they may use to attack in melee.A creature with an extra arm gains an addition-al attack each round at its best base attackbonus using this arm, with a –2 penalty. Thisarm may wield a single weapon or dealunarmed or claw damage. The extra arm maynot be used to initiate a rend attack. A creaturemay only gain this special quality once.

Relative Cost: CR 3; Absolute Cost: NA;Prerequisite: Giant or regeneration.

Increased Size (Ex): Some giants grow to amuch larger than normal size. These brutesserve as chieftains, commanders, and bulliesamongst their kin. A giant with this specialquality is one size category larger than othergiants of its type. It gains three HD and a +2increase to its base attack bonus. Its reachextends by 5 feet. A giant may gain this specialquality multiple times.

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisites: Giant.

Old Stone Bones (Ex): A giant’s body is strongand durable enough to absorb massive amountsof damage. Some are so fat, have such incredi-ble dense bones, or are so tough that they canshrug off what should be a traumatic injury. Agiant with this ability is so durable or huge thatit is immune to critical hits dealt by Medium-size or smaller weapons. Whether because ofits tough bones or massive rolls of fat, suchweapons simply cannot pierce its vital organs.

Relative Cost: NA; Absolute Cost: 50 CP;Prerequisite: Giant.Towering Brute (Sp): Some giants have

learned to use their tremendous size to striketerror into their enemy. With a great bellow, afew tremor-causing stomps, and a menacingswing of an oak tree, the giant sends smallercreatures running in terror. Once per day, agiant with this special ability may cast theequivalent of the spell scare as a standardaction. The save DC against this effect is 13, or12 + the giant’s Charisma modifier, whicheveris greater.

Relative Cost: CR 3; Absolute Cost: NA;Prerequisite: Giant.

Sample Giant

The mountain brute is a hill giant given theincreased size and old stone bones abilities.

Mountain Brute

Huge Giant

Hit Dice: 19d8+76 (161 hp)Initiative: +1 (–1 Dex, +2 Low

Cunning)Speed: 40 ft.AC: 19 (–2 size, –1 Dex, +9

natural, +3 hide)Attacks: Huge greatclub +20/+15/

+10 melee; or rock+11/+6/ +1 ranged

Damage: Huge greatclub 2d6+10;or rock 2d6+7

Face/Reach: 5 ft. by 5 ft./15 ft.Special Attacks: Rock throwingSpecial Qualities: Rock catching, old stone

bonesSaves: Fort +15, Ref +5, Will +6Abilities: Str 25, Dex 8, Con 19, Int

6, Wis 10, Cha 17Skills: Climb +10, Jump +10,

Spot +9Feats: Cleave, Low Cunning,

Power Attack, WeaponFocus (greatclub)

Climate/Terrain: Northern mountainsOrganization: Solitary, gang (2 – 5)Challenge Rating: 9Treasure: StandardAlignment: Always chaotic evilAdvancement: By character class

Mountain brutes are twisted, oversized

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hill giants created by magical experiments con-ducted by the feared necromancer RethoirGreybeard. In his efforts to form a kingdom inthe northern mountains, Rethoir sought to col-lect an unsteady coalition of giants, orcs, andother monsters. To aid him in this endeavor, hecreated a magical process that caused the hillgiants under his command to grow larger andmore physically powerful. With their enhancedstrength, these beasts beat Rethoir’s minionsinto line and enforced the will of his rule.Today, with the necromancer long since dead,the legacy of his tyrannical rule lingers.Mountain brutes continue as chieftains andwarlords, forcing hill giants and other creaturesto serve them.

Old Stone Bones (Ex): A mountain brute isimmune to critical hits dealt by Medium-size orsmaller weapons. Whether because of its toughbones or massive rolls of fat, such weaponssimply cannot pierce its vital organs.

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CHAPTER EIGHT

Humanoids &

Monstrous Humanoids

Some of the most common and popular crea-tures in d20 System fantasy games, such asorcs and goblins, fall into these two categories.Low-level adventures usually center on defeat-ing humanoids, and their generally low CRsallow them to take many class levels to contin-ue to pose a threat to the characters over thecourse of a campaign. Monstrous humanoidsfill a role similar to humanoids, but their innatemagical powers make them typically suited asfoes for more experienced characters or asmajor villains for low-level PCs. Since mon-strous humanoids are simple humanoids with afew supernatural or extraordinary abilities, theyare grouped together in this chapter.

In the core d20 System rules, the followingmonsters count as humanoids: bugbear, dwarf,elf, gnoll, gnome, goblin, halfling, hobgoblin,kobold, lizardfolk, locathah, merfolk, orc,sahuagin, and troglodyte.

In addition, the following are all consideredmonstrous humanoids: centaur, grimlock, hag(sea, annis, green), harpy, kuo toa, medusa,minotaur, and yuan-ti (pureblood, halfblood,abomination).

Building Humanoids

Of all the monster types available to DMs,humanoids offer perhaps the most flexibility inoptions in designing them for use in adven-tures. The highest CR amongst both humanoidsand monstrous humanoids is 7 for the yuan-tiabomination, with kobolds at the low end ofCRs with 1/6. Thus, these creatures are easilyaugmented with class levels even against 1st,2nd, or 3rd-level characters. In most cases,these creatures need class levels to pose a threatto characters or must be matched with powerfulcreatures that serve as their leaders or over-seers.

Humanoids lack the extreme ability scores ofmost other creature types. They cannotapproach magical beasts or giants in terms ofStrength, while they lack the innate magicalpowers of aberrations or outsiders. Monstroushumanoids usually have a few abilities thatgive them an unexpected edge over the charac-ters. Against low-level parties, they can serveas combatants without any additional feats orlevels. Still, in order to use them against morepowerful characters you must deploy themin great numbers or rely on class levelsand abilities to toughen them up.

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Classes

Compared to other creature types, humanoidsare a virtually blank canvas on which you canproject nearly any class, feat combination, orspecial ability. With their low CRs, they canafford to take on quite a few class levels andtend to reap a much greater return on theincreased CR. For instance, a CR 11 creaturegains little from one or two class levels com-pared to its base abilities. On the other hand,humanoids function much like player characterraces in that they rely on class abilities andmagic items as the sole source of fantastic,powerful abilities.

Just as a party of adventurers relies on a goodmix of classes to overcome challenges, so toodoes a broad selection of divine and arcanecasting ability, combat skill, and stealth makehumanoids tougher obstacles for the characters.When designing encounters against higherlevel characters, distribute a few levels in sev-eral classes to a group of humanoids. A few orcfighters, for example, can form a defensivewall that allows a few orc sorcerers and clericsto rain spells down on the party. Meanwhile, a1st-level orc bard can inspire confidence in the

monsters while a few low-level rogues circlearound or use the Tumble skill to attack theparty’s spellcasters. No one character class canoffer the same range of abilities and threatenthe characters as well as a small group ofclassed humanoids working together.

The most overlooked class for humanoids isbard. Even a 1st-level one can offer a group ofpowerful humanoids an important boost in bat-tle. While bards do poorly in combat and havea limited selection of spells, their music abili-ties make them excellent supporting elements.A 1st-level fighter leading a band of hobgob-lins might pose a direct threat to the party, buta 1st-level bard with the same group canincrease the danger posed by the entire group.

Druids are also commonly ignored whendesigning humanoids. They offer the advantageof adding creatures to an encounter withoutaltering the total EL. Since animal companionsgained via animal friendship are a class ability,they are not counted when determining an EL.The threat they pose is already covered by thedruid’s CR. A 3rd-level druid can cast spellssuch as flaming sphere to block off routes ofescape, fight as well as a cleric, and call a smallgroup of wolves to attack the party.

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sIf you must design a single, powerful humanoidand cannot create a high enough level encounterto give him more than a few supporting crea-tures, cleric, fighter, and barbarian are your bestchoices for a character class. The barbarian’srage makes a dangerous melee fighter thatmuch deadlier, while a fighter can take featssuch as Sunder or Improved Disarm to help hin-der the party’s combatants. A cleric combinesmoderate fighting ability with good armor andspells, a solid combination of abilities whentaking on an entire party alone. Spells such asbull’s strength may not be as appealing as holdperson but they can be much more useful overthe course of an encounter.

Feats

The best feat selections for humanoids andmonstrous humanoids allow them to functionwell when they outnumber an opponent. Featssuch as Cleave and Great Cleave are normallyuseless against adventurers, as only rarely willa humanoid have a high enough Strength andpowerful enough weapon to drop a character inone blow and a have a good chance of deliver-ing a deadly attack against a second PC. Forsimilar reasons, any feat that reduces anattack’s accuracy normally makes a poorchoice. Power Attack and Rapid Shot are bestleft to humanoids with several class levels or abase attack bonus of around +5 or better. Theone exception to this rule is if a creature needsa natural 20 using its normal base attack bonusto hit a PC. In this case, using Power Attack toits fullest or Rapid Shot makes no difference interms of an attack’s accuracy.

When building an encounter with a large num-ber of humanoids or designing a tribe, alter thebase creature’s feats to focus on its role. Orcsthat fight as archers should have Point BlankShot and Precise Shot, while the tribe’s mainwarriors need Weapon Focus and Dodge tohelp them out against the PCs. Never be afraidto alter the default choices given in ahumanoid’s standard stat block. Specializationis the name of the game when you have anencounter that features lots of creatures.

Skills

Spot and Listen are good skill selections forsentries, as they help to counter PC rogues,monks, and bards. Tumble is an oft-overlookedbut very useful skill, as it allows humanoid

rogues and monks to slide past the fighters, pal-adins, and rangers who protect the party’s wiz-ards and sorcerers. Most other skills are neces-sary only in specific cases. A tribe’s leader orspokesman should have plenty of Bluff andSense Motive ranks, while a spellcaster needs ahigh Spellcraft to identify and counter theparty’s magic.

Equipment

Many DMs overlook the possibilities offeredby simply equipping a humanoid or monstroushumanoid with the right gear. Ideally, in anencounter between a group of humanoids and aparty of adventurers, no monsters should everspend a round just standing there, waiting tomove up into melee. Outfit your humanoidseach with a melee weapon, reach weapon, andmissile weapon. Crossbows pack a good punchand are best for creatures that only receive oneattack per round. Longspears are the first reachweapon that come to mind, but never overlookguisarmes and ranseurs, both of which offerbonuses to trip or disarm attacks. The flail isprobably the best weapon for a humanoid, as itcan make both disarm and trip attacks withoutexposing its user to any undue danger.

For armor, go with a mix of light and heavy.Humanoids that you intend to use as frontlinefighters need not worry about speed. Equipthem with large shields and chainmail if the ELis high enough that you can spend part of theirtreasure allocation on it. Other humanoids,such as archers and scouts, should wear lightarmor to give them the best chance to surroundthe PCs or find lines of fire against them. Thetower shield is probably the most overlookeditem in the game for these creatures. A fewhobgoblins toting them can form a mobiledefensive wall for archers and spellcasters.


Since humanoids have such low CRs, any ofthe spellcasting classes is a good choice forthem. When picking spells, you have two basicoptions. If the EL is high enough that you canadd many low-level casters to the mix, spellsthat incapacitate a target on a failed save are agood choice. Normally, the characters havesaves that outpace the spell DCs of low-levelcasters. However, you can make up for thatby designing an encounter where a groupof humanoids can cast the same spell

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seven or eight times against the party in hopesthat one or two failed saves takes them out.

For magic items, the same advice given earlierapplies. Pick items that play into a humanoid’sspecialty. Sneaky ones should have cloaks ofelvenkind and similar items, fighters needmagic weapons, while amulets of naturalarmor are excellent choices for humanoids thatcan wear only light or no armor. Use the sam-ple NPCs presented in the core rules as a guide-line on how to equip a leveled humanoid.

Humanoid Prestige Classes

Of all the monster types, humanoids and mon-strous humanoids have by far the greatestselection of prestige classes available to them.Many DMs overlook the potential of usingstrange or unique prestige classes with thecreatures they design. More importantly, manymonstrous humanoids fulfill the requirementsto join a prestige class without taking levels inany of the core classes. For example, a medusacan qualify for the assassin class merely byreallocating a few of its skill ranks.

Ardent Protector

Trained to stand by his employer and shieldhim from combat, the ardent protector is ahighly specialized bodyguard who can bataway missile fire, trip up tumbling attackers,and shield his charge from melee attacks.Ardent protectors are as valued as they are rare.In some humanoid societies, the station of theardent protector is a valued, respected stationpassed down from generation to generation.Other times, a wizard or high priest may recruitand train a monstrous creature to fulfill thisduty. Amongst a powerful cult, a monster asso-ciated with the sect’s deity is sometimes boundinto service via an ancient, divine treaty andtasked with protecting high priests or holyshrines. Wizards and sorcerers, especially evilones, employ spells such as charm monster tobind a servant and rely on specialist animalhandlers and trainers to break and train a cap-tured creature.

Hit Die: d10.

Requirements

To become an ardent protector, a charactermust fulfill all the following criteria:

Base Attack Bonus +5.

Skills: Listen 5 ranks, Spot 5 ranks.

Feats: Combat Reflexes, Deflect Arrows,Shield Proficiency.

Optional: A humanoid creature that was raisedto attain the position of an ardent protector inhis tribe may ignore the requirements listedhere. Long years of training have allowed himto immediately enter this prestige class. Thisoption is available only to NPCs.

Class Skills

The ardent protector’s class skills (and the keyability for each) are Climb (Str), HandleAnimal (Cha), Intimidate (Cha), Jump (Str),Listen (Wis), Ride (Dex), Spot (Wis), andSwim (Str).


Class Features

All of the following are class features of theardent protector prestige class.

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Weapon and Armor Proficiency: Ardent pro-tectors are proficient with all simple and mar-tial weapons, shields, and light, medium, andheavy armor.

Defend Area: The ardent protector is an expertat preventing attackers from reaching the per-son or creature he must protect. When makingan attack of opportunity triggered by move-ment, he may choose to force his opponent tostop moving rather than inflict damage if hisattack hits.

Rapid Strike: Watchful of his opponents andready to strike the moment their guard drops,the ardent protector gains one additional attackof opportunity per round. This attack must beused as a standard attack of opportunity.

Arrow Catcher: At 2nd level, the protectorlearns to knock aside not only missiles fired athim but also those directed at an ally. He mayuse his Deflect Arrows feat to defend attacksmade against one person he designates whostands within 5 feet.

Watchful Defender: Even a wily rogue ormonk cannot slip past the ardent protector’swatch. If an opponent attempts to use theTumble skill to move past the protector’sthreatened area or the space he occupies, theskill check necessary to enter and leave thisarea is equal to an attack roll made with theprotector’s best base attack bonus and all rele-vant modifiers. Treat a missed check as normalfor a failed Tumble attempt.

Intercept Opportunity Attack: Once perround, the ardent protector may foil an attackof opportunity made against an ally who standsfully within his threatened area. When the pro-tector’s friend draws that attack, the protectormay make an attack roll using his best baseattack bonus and all standard modifiers. If the

result of this roll is higher than the total attackresult, the attack of opportunity automaticallymisses. Each time the ardent protector uses thisability, he expends one of his attacks of oppor-tunity for the round.

Shield Ally: During his action on each roundof combat, the protector may designate oneperson who stands within his threatened area ashis ward. The target gains a +2 circumstancebonus to AC as long as he remains within theprotector’s threatened area.

Improved Defender: The ardent protector’sexperience and training combine to make himvery good at tripping up attackers who try toslip by him. He may now use a trip attack withgreater efficiency against anyone who draws anattack of opportunity from him due to move-ment. When using this ability, the protector’starget does not have a chance to trip the protec-tor should the trip attack fail.

Living Wall: If the protector does not moveduring his action, he counts as granting fullcover to any creature or target if he standsbetween an attacker and a target whose size isequal to or less than his own. The protectorstands resolute while his charge hides behindhim. However, as the protector exposes himselfto fire in an effort to block attacks, he suffers a–2 AC modifier while using this ability. Theprotector may opt to use this class feature anytime he does not move and is standing, regard-less of his other actions for the round.

Intercept Attack: If the protector devotes allof his energies to keeping his charge safe, nonebut the most skilled warriors can penetrate hisdefenses. As a full action, the protector maydesignate one person within his threatened areaas his charge. Whenever that charge isattacked, the protector may make anattack roll using his best base attack

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Level Base Attack Fort Ref Will Special1 +1 +2 +2 +0 Defend area, rapid strike2 +2 +3 +3 +0 Arrow catcher, watchful defender3 +3 +3 +3 +1 Intercept opportunity attack, shield ally4 +4 +4 +4 +1 Improved defender, living wall5 +5 +4 +4 +1 Intercept attack

bonus and all relevant modifiers. If this total ishigher than his opponent’s attack roll, theattack against his charge misses. This abilityapplies only to melee attacks. Each time theprotector attempts to block an attack in thisway it counts as one of his attacks of opportu-nity for the round. The protector may onlyattempt to block attacks so long as his chargeremains within his threatened area.

Feral Rager

Amongst orcs, hobgoblins, and other evilhumanoids, promising young slave warriorsare trained in the art of combat with equal mea-sures of careful instruction with weapons andbrutal torments to nurture a strong core of vio-lent hatred within the beast. This combinationproduces warriors who use equal parts talentand raw fury to pound their foes into theground.

Sometimes, a tribe lucks into capturing amedusa, minotaur, or similar creature. After afew months of torture, crude surgery, and con-ditioning, the tribe transforms its captive into aferocious, utterly loyal warrior who gladly lays

its life down for its master.

In battle, the feral rager lashes out at all whocome near to it, exploding in a ball of fury tolay waste to its master’s enemies. Few ragerssurvive long, as they pay little mind to such tri-fling matters as defense, but most take a fewenemies down along with them.

Hit Die: d12.

Requirements

To become a feral rager, a character must fulfillall the following criteria:

Base Attack Bonus +5.

Feats: Toughness.

Class Feature: Ability to rage as per the bar-barian class ability.

Special: A feral rager must be raised in captiv-ity by a tribe of evil humanoids or kept captivefor a period of at least one year. The feral rageris trained to fight to the death on behalf of atribe or a specific individual that raised ortrained it.

Class Skills

The feral rager’s class skills (and the key abili-ty for each) are Climb (Str), Intimidate (Cha),Jump (Str), Listen (Wis), Spot (Wis), and Swim(Str).


Class Features

All of the following are class features of theferal rager prestige class.

Weapon and Armor Proficiency: Feral ragersare proficient with all simple and martialweapons, shields, and light armor.

Conditioning: Torture and training combine tomake the feral rager utterly loyal to a singlecreature or tribe that created it. When fightingon behalf of its master or tribe, the feral ragergains a +4 bonus to all Will saves.

Improved Rage (Ex): While using his rageability, the feral rager gains an additional +2bonus to Strength and Constitution. However,his AC receives an additional –2 penalty. Theferal rager does not gain any additional uses ofthe rage ability for gaining levels in this class.

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Primal Rage (Ex): The feral rager enters amore focused, longer lasting battle rage com-pared to other creatures with this ability. Whenin the midst of battle, the rager continues tofuel his attacks with raw fury. After the dura-tion of his his rage elapses, he may continue torage so long as the he makes an attack againsta living creature each round.

Inspiring Rage (Ex): The feral rager can sin-glehandedly turn the tide of a battle in the favorof his allies. He charges forward into the fray,laying waste to his foes and carrying his alliesforward to victory. While raging, he grants a +1morale bonus to attacks and Will saves to allallies who stand within 60 feet of his position.

Terrifying Rage (Ex): In the grips of his battlemadness, the feral rager strikes terror into hisenemies and sends them fleeing before hisvicious assault. While raging, his opponentssuffer a –1 morale penalty to attack rollsagainst the rager. This is a fear-based effect thatdoes not allow a saving throw against it.However, creatures and characters immune tofear are not subject to this penalty.

Death Rage (Ex): While raging, the feral ragermay continue to fight after he has been reducedto 0 or fewer hit points. Even if he drops to –10hit points, he may continue to fight. Each roundhe spends at or below 0 hit points, the feralrager must make a Fortitude save with a DC of10 +2 per round he has been at or below 0 hitpoints. On a failed save, he immediately dies.Otherwise, he may fight as normal. Spells andeffects that utterly destroy the rager’s body,such as disintegrate or a tidal wave of lava,destroy him and prevent him from fighting. Ifthe rager ever stops raging, he immediatelydies if his hit points are at –10 or lower.Otherwise, he falls unconscious as standard forhaving 0 or fewer hit points remaining.

Humanoid Feats

In the typical adventure involving humanoids,these creatures rely on numbers to make up fortheir individual weakness compared to morepowerful monsters. Most of the feats includedhere are designed to allow orcs, goblins, andother creatures to withstand attacks from morepowerful foes such as ogres, giants, and high-level characters. Since monstrous humanoidscover so much ground, it is difficult to createfeats for them that do not apply only to one spe-cific monster.

Crouching Fighter [General]

In battle, you crouch low to the ground, allow-ing your allies to fire over you or use reachweapons without hindering their efforts.

Prerequisite: Dodge.

Benefit: When an ally attacks or fires throughyour space, reduce the cover AC you grant toyour ally’s target by two.

Special: A creature without this feat may duckdown to avoid granting his enemies a coverbonus to AC. You may use a move-equivalentaction to duck down in your space. You reducethe cover AC bonus you provide by two, butsuffer a –4 penalty to your attacks and a –2penalty to your own AC.

Distance Disruption [General]

You unleash a heavy stream of arrow fire at aspellcaster in an attempt to break his concen-tration and ruin his spells. Your attack has littlechance to hit, but it buzzes past your target andwrecks his focus.

Prerequisite: Point Blank Shot.

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Level Base Attack Fort Ref Will Special1 +1 +2 +0 +0 Conditioning, improved rage2 +2 +3 +0 +0 Primal rage3 +3 +3 +1 +1 Inspiring rage4 +4 +4 +1 +1 Terrifying rage5 +5 +4 +1 +1 Death rage

Benefit: You may hold your action to fire amissile weapon at a spellcaster who attempts touse a spell. When your target begins casting,roll an attack against AC 10. If you hit, yourtarget must make a Concentration check with aDC of 15 + the spell’s level.

Normal: In order to force a Concentrationcheck, you must hit and injure a spellcaster.

Improved Aid Another [General]

You are skilled at helping your allies evadeenemy attacks. Less skilled fighters can onlyaid one of their friends, but you can help outseveral allies at once.

Prerequisite: Base attack bonus +1.

Benefit: When using the aid another action,you can opt to inflict a –1 penalty to the attackrolls of an opponent that you can normallyattack in melee. You must hit AC 10 with anattack as normal in order to grant this bonus.Note that as an unlabeled modifier, this penaltystacks with anything. Thus, it is possible for agroup of creatures to inflict a heavy penalty onone target.

Play Dead [General]

Embracing a proven method for survivingcombat amongst kobolds, goblins, halflings,and other cowardly races, you crumple to theground and feign death immediately after anopponent strikes you.

Prerequisite: Bluff skill.

Benefit: If you hold an action to play deadimmediately after being hit in combat, you maycrumple to the ground and make a Bluff check.You gain a bonus to this skill check equal to thedamage inflicted by the hit that prompted theuse of this skill. Your opponents must make aSense Motive check with a DC equal to yourBluff check in order to notice that you are notdisabled. When using Bluff in this manner, youmust fall prone.

Normal: You may use the Bluff skill to playdead, but you do not gain a bonus to your checkequal to the damage inflicted upon you.

Press In [General]

You are trained to fight in close ranks, allowingyou to use your weight to support an ally’sattack.

Prerequisite: Str 13+.

Benefit: In combat, you may use a full attackaction to make an opposed Strength checkagainst a foe if one of your allies stands imme-diately between you and the target of thischeck. If your check succeeds, your opponentis immediately pushed 5 feet backward, whileyou and the ally who stood between you andyour target immediately move 5 feet forward.Until your next action, an opponent pushedback in this manner suffers a –1 penalty to AC.

Rain of Arrows [General]

You fire your missiles at an upward trajectory,allowing you to rain arrows down on yourenemy from above.

Prerequisite: Weapon Focus (longbow, short-bow, composite shortbow, or composite long-bow).

Benefit: You may make a ranged attack with abow at a target you are aware of but cannot seedue to cover. If the target does not have coverabove it, you fire an arrow into the air in a higharc. You suffer a –15 penalty to hit. You mayuse this feat against a target you can see thathas cover. In this case, halve the AC bonus thetarget receives for cover.

If you and several allies with this feat combineto attack a target, you can soak an area withconcentrated fire. One firer may attack, whileeach ally who fires at the same time using thisfeat grants his attack a +2 bonus to hit. Thepenalties above still apply as normal.

Shield Wall [General]

You stand in close quarters with your allies,allowing you to form a wall of shields thatgrants your allies an AC bonus.

Prerequisite: Shield Proficiency.

Benefit: You may use a move-equivalentaction to stand in place and grant a +1 shieldbonus to AC with your shield to an ally whostands immediately adjacent to you. Your ally

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sloses this bonus if he moves away from you orif you move away from him. You may use yourstandard action to attack as normal.

Storm of Arrows [General]

You let loose a swift flurry of arrows at a hightrajectory against a target, filling an area withmissile fire.

Prerequisite: Rain of Arrows, Rapid Shot.

Benefit: For each attack you may attemptusing a full attack action, you may make anarea of effect attack that fills two 5-foot-squareareas as a standard action. If you use a fullattack action, each additional attack beyond thefirst allows you to expand this area to an addi-tional two 5-foot squares. These squares mustall be adjacent. Make one attack against allopponents in this area at your best base attackbonus and compare it to each potential target’sAC. Those you hit suffer normal damage.

A group of creatures with this feat may com-bine their efforts to saturate an area with fire.Each attacker beyond the first grants a +1bonus to the damage inflicted by this attack.

Tower Shieldman [General]

You are skilled at bearing a tower shield in bat-tle, allowing you to grant a cover bonus toallies who stand adjacent to you.

Prerequisite: Shield Proficiency, Shield Wall.

Benefit: Using a full attack action, you maygrant a +4 cover bonus to the AC of any twoallies who stand adjacent to you until your nextaction. If you or your allies move, they lose thisAC bonus. While using a tower shield in thismanner, it grants you full cover.

Combat Sentinel [General]

You keep a watch over an ally in battle. Whensomeone attacks him, you may immediatelymake a counter attack even if your target is notin your threatened area.

Prerequisite: Combat Reflexes, base attackbonus +1.

Benefit: Use a full attack action to designate anally as the target of this feat. When an opponentmakes a melee attack against your chosen ally,you may immediately make an attack of oppor-

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tunity against your foe after he completes hisattack. As long as the ally you designate withthis feat is in your threatened area, you mayattack as normal. You may not use this feat withranged attacks.

Humanoid Templates

The templates presented here take oppositeapproaches to improving humanoid monsters.The dire humanoid template makes a singlecreature stronger and more powerful in combat.The swarm template is used to group a largenumber of individually weak creatures into onestat block, allowing you to unleash 100 koboldson a party of adventurers without miring thegame in endless bookkeeping and hundreds ofdie rolls.

Dire Humanoid

In some forgotten, isolated regions, there dwellhumanoid creatures that exist in a feral, ani-malistic state. Relying on their natural strengthand abilities rather than weapons, armor, andother technological innovations, these primi-tive humanoids are stronger and tougher thantheir civilized kin. Much as a dire animal rep-resents a larger, primitive version of a creature,so too does the dire humanoid template createsavage, stronger, and bigger versions of stan-dard humanoids. A dire humanoid can repre-sent a caveman, a devolved offshoot of a race,or the results of magical experiments thatincrease a humanoid’s physical abilities at theprice of its mental faculties.

Creating a Dire Humanoid

“Dire” is a template that may be added to anyhumanoid or monstrous humanoid. The basemonster’s creature type remains the same. Itgains improved strength, endurance, bettercombat abilities, and natural attacks. However,its mental abilities are all reduced by this tem-plate. Dire humanoids excel in physical combatbut make poor spellcasters.

A dire humanoid uses its base creature’s char-acteristics except where noted below.

Hit Dice: Dire humanoids are bigger andtougher than their base races. They use a d12for HD rather than a d8. In addition, direhumanoids gain two additional HD due to their

increased size and toughness.

Speed: With their increased size and strength,dire humanoids are swifter on foot than theircivilized cousins. They gain a +10 foot bonusto their ground speed. Other movement modesremain unchanged.

AC: Dire humanoids gain a +2 natural ACbonus. If the base creature already has a bonusof this type, increase it by two.

Attacks: Dire humanoids are natural bornfighters. Their base attack bonus equals theirbase HD.

Most dire humanoids fight without weapons,though they use them when they can find them.They gain claw and bite attacks that deal dam-age according to their size. A dire humanoidmay make two claw attacks at its best baseattack bonus and one bite at a –5 penalty. TheMultiattack feat reduces the bite attack’s penal-ty to –2. A dire humanoid that fights withweapons may still use its bite in addition to itsarmed attacks. These claw and bite attackscount as armed strikes.

Damage: The tables below summarize the direhumanoids’ claw and bite damage.

Size Bite DamageTiny 1d3Small 1d4Medium-size 1d6Large 1d8Huge 2d6Gargantuan 2d8Colossal 4d6

Size Claw DamageTiny 1Small 1d2Medium-size 1d3Large 1d4Huge 1d6Gargantuan 1d8Colossal 2d6

Face/Reach: As base creature.

Special Qualities: Dire humanoids are grantedthe following special qualities.

Animal Instinct (Ex): As near-wild animals,dire humanoids rely on raw physical strength tooverpower their enemies. When pressed incombat, they may rage as per the barbarian

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sclass once per day. The dire humanoid drawson its instincts and will to survive to transformitself into a frothing berserker.

Hunter’s Stealth (Ex): Long years of stalkingprey grant dire humanoids improved ability tosneak up on opponents. They gain a +4 racialbonus to Hide and Move Silently checks.Furthermore, they may move up to full speedwhile using these skills without penalty.

Saves: As base creature.

Abilities: Dire humanoids gain +4 Strength, +2Dexterity, +4 Constitution, –6 Intelligence, and–6 Charisma. Though tougher than their civi-lized counterparts, they are simple creaturesoften barely above animal intelligence.

Skills: Dire humanoids gain none of their basecreature’s skills. Instead, they have a total of 10ranks +2/HD to spend on skills. They mayspend ranks on the following skills:

Climb (Str), Concentration (Con), EscapeArtist (Dex), Handle Animal (Cha), Heal(Wis), Hide (Dex), Intimidate (Cha), IntuitDirection (Wis), Jump (Str), Listen (Wis),Move Silently (Dex), Spot (Wis), Swim (Str),and Wilderness Lore (Wis).

Feats: Dire humanoids gain none of their basecreature’s feats. Instead, they gain one feat plusan additional one for every 4 HD.

Climate/Terrain: Typically wilderness andfrontier forests, jungles, and mountains.

Organization: Tribe (6 – 24).


Treasure: Half standard.


Swarm

A horde of goblins charges down a corridor tooverwhelm a dwarf shield wall, heedless of thecrossbow bolts that rip through their ranks. Amass of kobolds piles on to an adventurer inhopes of dragging him down to the ground tofinish him with daggers, piling over the fallenas the warrior hacks at them. Sometimes,humanoid creatures use the sheer weight oftheir numbers to overwhelm enemies. Kobolds,

goblins, and other small creatures typicallylack the skill and strength to equal an ogre,dwarf, or troll. Instead, they attack en masseand hope to wear down the enemy with succes-sive, relentless attacks. The swarm templaterepresents this. Unlike other templates thatapply to a single creature, this template allowsyou to group large numbers of small creaturesinto one stat block. Strengthened by their num-bers, these humanoids gain a few specialattacks to use against adventurers.

Creating a Swarm

“Swarm” is a template that may be added toany large group of humanoids, monstroushumanoids, animals, beasts, or vermin of sizeSmall or less. The group must number at least10 and consist of creatures of the same race.The group’s creature type remains the same. Itgains a few special attacks that allow it to useits great numbers to overwhelm outnumberedfoes.

A swarm uses its base creature’s characteristicsexcept where noted below.

Size: A swarm’s size is determined by itstotal number of creatures.

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Creatures in Swarm Size10 – 20 Large21 – 40 Huge41 – 100 Colossal100+ Gargantuan

Hit Dice: A swarm’s HD equal half the totalHD of its members. Compute its hit pointsbased on this HD total and the swarm mem-bers’ average Constitution modifier.

Initiative: Swarms are slow to react to newthreats, giving them a –2 competence penaltyto all Initiative rolls.

Speed: Swarms move at the speed of theirslowest member.

AC: Swarms use the most common AC of theirmembers. Note that a swarm’s size modifiesthis AC.

Attacks: A swarm may make one slam attackagainst each creature within its threatened area.This attack is made at the base creature’s attackbonus with a +4 modifier due to the massivenumber of attacks made by the swarm members.

Swarms with ranged attacks may make oneattack at a +4 bonus for every 10 creatures inthe swarm.

Damage: As base creature.

Face/Reach: Swarms use the following fac-ings based on their size. A swarm’s reach isalways 5 feet.

Size FaceLarge 5 ft. by 10 ft.Huge 10 ft. by 10 ft.Gargantuan 10 ft. by 15 ft.Colossal 20 ft. by 20 ft.

Special Attacks: Swarms gain the followingspecial attack.

Entrapment (Ex): If a creature shares a spacewith a swarm, it must make an opposedStrength check to move that round. The swarmgains a +4 bonus to this check. On a failedcheck, the creature uses its move-equivalentaction and may not move that round. Specialmodes of movement, such as flying, jumping,

or levitation, ignore this check but may drawattacks of opportunity.

Moving through a swarm automatically drawstwo attacks at the swarm’s base attack bonusfor each 5-foot space moved. These attacks donot count against the swarm’s attacks of oppor-tunity or other actions for that round.

Overwhelm (Ex): If on the swarm’s action anopponent stands fully within its area, it mayattempt to overwhelm its opponent throughsheer numbers. As a full attack action, theswarm makes a grapple attack against itsenemy. This grapple draws an attack of oppor-tunity, but if this strike hits the grapple is notruined. The swarm gains the special size modi-fier for a grappler of its size. Furthermore, itapplies this bonus to the touch attack made tograb an opponent rather than the normal sizepenalty to its attacks. While grappling, theswarm may damage its opponent using its stan-dard attack but gaining four attacks per round. Itmay also pin its target. If it does this, the swarmgets six attacks per round against its pinned foewith an additional +4 bonus to attacks in addi-tion to the +4 for attacking a pinned foe.

Swarming Charge (Ex): A swarm that uses acharge action may move into spaces occupiedby enemies. Opponents surrounded in thismanner may make attacks of opportunityagainst the swarm as they move over them.When the swarm moves over an opponent inthis manner, it immediately makes a singleattack with a +4 bonus and deals double dam-age on a hit. This attack counts as a standardarmed attack. A swarm may take no more thanone of these attacks against a creature perround. There is no limit to the total number ofattacks a swarm may make in this manner.

If the swarm moves into a creature’s space, itmay stop there and leave its opponent within itsarea. See the entrapment special attack above.

Special Qualities: Swarms are granted the fol-lowing special quality.

Strength in Numbers (Ex): Since a swarm is alarge collection of small creatures, it gainssome immunities to spells and shrinks as ittakes damage. All spells that deal hit points ofdamage affect the swarm as normal. Spells thatdeal special effects, such as sleep, paralysis, orability score damage, affect the swarm if theyare area of effect spells that cover at least halfof the swarm’s area. Hold person has no effecton a swarm, while sleep may. When determin-

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ing if a spell can affect a creature of theswarm’s HD, use the total HD of its smallestmember. For example, a swarm of koboldscould be affected by color spray even if theswarm as a whole has 20 HD. Spells that affecta total number of HD worth of creatures mustaffect at least three-quarters of the swarm’stotal HD to work against the swarm as a whole.

As a swarm takes damage, it shrinks in size.When a swarm is reduced to half its starting hitpoints, it drops one size level. When it isreduced to a quarter of its starting hit points, itdrops another level. When brought to less thanone-eighth its starting hit points, the swarm isconsidered destroyed. Its surviving componentmonsters automatically scatter.

Using a coup-de-grace against a swarmrequires one full-round action for each 5 ft. by5 ft. square the swarm occupies.

Saves: Swarms are easy to target with areaeffect spells, as their members trip over eachother to evade a spell or explosion. Swarmssuffer a –4 penalty to all Reflex saves.

Abilities: As base creature.

Skills: As base creature.

Feats: A swarm is too large and unwieldy tocoordinate its actions well enough to make useof its feats.

Climate/Terrain: As base creature.

Challenge Rating: A swarm’s CR equals theEL of its component creatures +1.

Treasure: As base creature.


New Humanoid and

Monstrous Humanoid

Special Attacks and

Qualities

Humanoids tend to lack special abilities ormagical powers. Those that do have them fea-ture minor, extraordinary abilities, spell resis-tance, and innate magical talents that are allcovered in Chapter 1. When customizinghumanoids and monstrous humanoids, the gen-eral abilities listed there more than cover yourneeds.

Humanoid Size Progression

Most humanoid races have a progression listedas by character class, making it difficult tojudge the effects of granting them more HDand incrementing their size. The table abovesummarizes the effects of increasing ahumanoid or monstrous humanoid’s size. Usethe standard rules for adding additional HD toa creature.

A humanoid increased to size Large or greateror a monstrous humanoid increased to sizeHuge or greater can be changed to a giant, atthe DM’s discretion, gaining all giant traits.

Size: The new size for a humanoid.

Hit Dice: Multiply the base creature’s HD bythis value to determine the minimum HD itshould have to reach the listed size.

Face: The base face for a creature of the listedsize.

Reach: The base reach for a creature ofthe listed size.

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Table 8–1: Humanoid Size Progression

Size Hit Dice Face Reach CostTiny 1/4 2 1/2 ft. by 2 1/2 ft. 0 ft. –100 CPSmall 1/2 5 ft. by 5 ft. 5 ft. –50 CPMedium-size 1 5 ft. by 5 ft. 5 ft. —Large 4 5 ft. by 5 ft. 10 ft. +100 CPHuge 8 10 ft. by 10 ft. 10 ft. +200 CPGargantuan 16 15 ft. by 15 ft. 15 ft. +400 CPColossal 32 20 ft. by 20 ft. 20 ft. +800 CP

Experimental Creatures

The new rules presented here cover the magicalcreation of new humanoid species. Unlike themonster creation rules, these guidelines arefocused on modifying humanoid species thathave few abilities of their own and serve best aslong term enemies who grow in power via classlevels over the course of a game. Fantasy liter-ature is rife with instances of wizards creatingnew life forms to serve them as slaves and war-riors. The rules presented here allow an evilspellcaster to develop humanoid life and bendit to his needs.

To create an experimental creature, a charactermust select the following feat:

Arcane Surgeon [Item Creation]

Your study of magic combined with yourknowledge of nature, biology, and medicineallows you to construct living creatures fromparts derived from and added to humanoidcreatures. You stitch a viper’s fangs into anorc’s mouth, add gills to a human, or increase agnoll’s muscle mass by implanting organs

taken from a carnivorous ape.

Prerequisite: Arcane spellcaster level 7+, Healskill (5 ranks), Knowledge (arcana) (12 ranks),non-good alignment.

Benefit: You may modify living creaturesusing the system outlined below.

Overview

A caster must pick the new options he wishes togrant to a humanoid from the lists given below.These options work much like the special abil-ities detailed in Chapter 1 and in each creature-type chapter of this book. If you want to createa new humanoid for your campaign, theprocess works exactly as modifying a creaturewith new special abilities. If a character orNPC undertakes this process, he must then cal-culate the time and money needed to completethe modification.

Characters may opt to receive these abilities. Ifthey choose to do so, they must pay twice the list-ed cost to pay a surgeon to modify them. In acampaign world where such modifications arecommon, an entire guild and industry could growaround custom-designed body modifications.

After picking out modifications, the arcane sur-geon must then make a Heal check to success-fully operate on his patient. A failure indicatesa mishap. Full details for this process are givenafter the feature descriptions.

Creature Modification

When applying these changes to a humanoid,do not increment its HD as suggested inChapter 1. The changes listed here are not rad-ical enough to justify increasing both a crea-ture’s CR and its HD. None of them replicateattacks or spells. Each feature lists a CR modi-fier, the research cost paid by the arcane sur-geon, and the market price for the package.Since the CP costs are paid by an existing crea-ture, simply keep track of all modifications andadjust a creature’s CR as soon as it gainsenough modifications to warrant an increase.

Arctic Package: Creatures granted organs andtraits taken from arctic animals receive coldresistance 5 and a +2 natural armor bonus dueto thick fur. Polar bears, frost worms, andremorhazes all provide body parts necessaryfor these creatures.

Absolute Cost: 25 CP; Research Cost: 4,000gp; Market Price: 8,000 gp.

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sClaws: By mounting steel razors on the upperends of a humanoid’s hands, a surgeon cangrant an otherwise unarmed creature a usefulnatural attack. Creatures with this ability mayattack twice per round with their claws at theirnormal attack bonus if they do not wield aweapon. They count as armed when fighting inthis manner and deal damage according to thetable below.

Size Claw DamageSmall 1d3Medium-size 1d4Large 1d6Huge 1d8


Fangs: Removing a humanoid’s natural, sim-ple teeth and replacing them with fangs takenfrom a great cat, serpent, or other creatureallows it to bite in combat. It may fight with aweapon at its normal bonus and bite at a –5penalty, or bite at its full attack bonus if it takesno other attacks. The Multiattack feat reducesthe penalty to –2. A humanoid with this featuremay be given a poison attack as per Chapter 1.

Size Bite DamageSmall 1d3Medium-size 1d4Large 1d6Huge 1d8


Horns: Careful modifications of the skullallow an experienced surgeon to add a pair oflong, powerful horns to a humanoid. The crea-ture may make a gore attack once per roundthat deals damage based on its size.Furthermore, if it charges into combat andattacks with its horns, it deals double damage.Only creatures of the sizes listed on the tablebelow may gain this ability. A humanoid withthis ability may attack with its horns at a –5penalty in addition to fighting with its normalweapons. The Multiattack feat reduces thispenalty to –2.

Size Horn DamageMedium-size 1d6Large 1d8Huge 2d6


Piscine Package: Using gills, flippers, fins,and other parts taken from water-going crea-tures, an arcane surgeon can grant a humanoidthe ability to breathe underwater and gain aswim speed equal to one half its base speed.


Scales: Starting with the hide of a crocodile,rhino, or other thick-skinned creature, a sur-geon can transplant fresh skin onto a humanoidin order to grant it improved protection fromattacks. The recipient of this procedure gains a+4 natural armor bonus.


Scent: Alterations to the olfactory nerve cangrant a humanoid the ability to track by scentmuch like a bloodhound or similar animal. Acreature with this feature gains the scent spe-cial ability.

Absolute Cost: 25 CP; Research Cost:2,000 gp; Market Price: 4,000 gp.

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Wings: The most complicated procedure possi-ble under these rules, the surgeon transplantswings taken from a harpy, giant bat, or similarcreature and implants them into a humanoid’sback. The creature may fly at twice its basespeed with a maneuverability class of clumsy.Its wingspan equals 10 feet.


Ability Modifications

The process of altering a humanoid can alsoextend to granting it better reflexes, greatermuscle mass, and a heartier form. A creature’sStrength, Dexterity, and Constitution may allbe increased by paying the costs listed below.Intelligence, Wisdom, and Charisma cannot bemodified in this manner.

Table 8–2 lists the base cost for a total bonus. Acreature that buys a +2 bonus and later opts fora +4 bonus must pay the full price, even thoughthe bonuses do not stack. Buying a smallerbonus does not serve as a down payment on alater upgrade. Increases beyond +6 are not pos-sible with these procedures.

Surgery and Modification Results

The base Heal DC to implement a set of modi-fications is 10 + the total research cost of themodifications divided by 1,000. It takes oneday of work for every 2,000 gp, or fractionthereof, in the total research cost of the treat-ments, during which the subject can doabsolutely nothing other than endure his treat-ment.

Failed treatments have the potential to scar thesubject permanently. On a failed roll, the sub-

ject must make a Fortitude save with a DCequal to the Heal check DC. On a failed

save, the subject permanently loses 1d4 pointsfrom a random ability. This score becomes thecharacter’s new maximum and cannot berestored with any magic short of a wish. Thearcane processes behind these treatments sub-vert and alter the subject’s fundamental nature.

Sample Creature:

Brolgash’ s Orcs

The half-orc archmage Brolgash has laboredlong and hard to produce these beasts, the pin-nacle of orckind. Crafted from raw biologicalmaterials, he now harvests them in the cavesbeneath his tower and plans to unleash them onthe world. Granting them great horns, sharpclaws, and thick, tough hides, they rely on theirnatural weapons to overwhelm foes.

Brolgash’s Orcs: CR 2; Large humanoid; HD4d8; hp 18; Init +0; Spd 20 ft. (scale mail); base30 ft.; AC 18 (+4 scale mail, +4 natural); Atk+5 melee (1d6+2, 2 claws), +3 melee (1d8+1,horns); Reach 10 ft.; SA Charge (double dam-age with horns); SQ Darkvision 60 ft., lightsensitivity, body modifications (horns, claws,scales); SV Fort +4, Ref +1, Will +0; Str 15,Dex 10, Con 11, Int 9, Wis 8, Cha 8.

Skills: Listen +2, Spot +2, Wilderness Lore +2.Feats: Multiattack.

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Table 8–2: Ability Modification Costs

Stat Bonus Research Cost Market Cost CR+1 2,000 gp 4,000 gp +1/10+2 4,000 gp 8,000 gp +1/5+3 7,000 gp 14,000 gp +3/10+4 10,000 gp 20,000 gp +1/2+5 15,000 gp 30,000 gp +2/3+6 20,000 gp 40,000 gp +1

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CHAPTER NINE

Outsiders

Hailing from realms, dimensions, and planardomains far beyond the mortal realm, outsidersare worthy opponents for high level charactersand deadly enemies for those of lesser skill andpower. Outsiders comprise a broad range ofcreatures, from unthinking, horrid chaos beastsand wily, scheming demons to heroic, crusad-ing celestials. Most outsiders have a strongconnection to a specific alignment type, ele-mental energy, or other theme. Alignment inparticular is important to these creatures, asmany act as servants to gods, demon princes,and other powerful figures. In the core d20 sys-tem rules, the following creatures fall into thiscategory: aasimar, achaierai, arrowhawk, azer,barghest, celestials, chaos beast, couatl,demons, devils, formian, genie, hell hound,howler, lillend, mephits, night hag, nightmare,rakshasa, rast, ravid, salamander, shadow mas-tiff, slaadi, tiefling, titan, tojanida, triton, xill,xorn, and yeth hound.

The advice given in this chapter focuses on eviloutsiders. While celestials and other good out-siders have a place in campaigns as allies, advi-sors, and friendly NPCs, this tome focuses on cre-ating and modifying monsters. Most of the abili-ties in this book are tailored to serve creatures thatfight against, rather than with, the characters.

Building Outsiders

Many outsiders are formidable opponents with-out class levels or feats specifically designedfor their use. They combine good combat skillswith a plethora of magical abilities, operatingmuch like a fighter-wizard combination. Eventhe least powerful outsiders, such as hellhounds and howlers, can pose difficulties tolow-level characters when encountered aloneand high level ones when used to support apowerful creature or used in great numbers.Since these creatures have access to supernat-ural and spell-like abilities, even with relative-ly poor base attack bonuses they can still injureand threaten powerful characters.

Classes

Most outsiders have a CR ranging from 3 to 13,with most falling between 5 and 9. Thus, out-siders generally cannot take on too many classlevels unless you have a game with very pow-erful characters. Generally speaking, feats andspecial abilities are much more useful for thesecreatures anyway, since they have solid com-bat skills and magical abilities to startwith. A blue slaad that can cast lightningbolt at will has little use for 1st-level

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arcane spells. When selecting a class for anoutsider, in most cases it is best to select thosethat grant an outsider a few good, useful abili-ties at 1st level.

Barbarian is an excellent class for outsidersthat excel in combat. At 1st level, this classgrants its members improved speed and theability to rage once per day. Since a monsternormally appears in an adventure for one com-bat, gaining more uses of rage grants little to anoutsider. For the cost of a +1 modifier to CR,the barbarian class offers some useful abilitieswithout pushing an outsider beyond the capa-bilities of the player characters. This option is agreat choice for outsiders that fight on theirown or those that rely on melee ability ratherthan magic or spell-like abilities.

Bard is another class that grants some usefulabilities to an outsider at 1st level. Since thebardic music ability is determined by a crea-ture’s ranks in Perform rather than its level, abard outsider can gain this class’s abilities byinvesting the skill ranks it gains based on its HDinto Perform. Simply juggle the creature’s skillranks, and you can quickly build it into a for-

midable opponent without ratcheting up itschallenge rating. However, since the bard’s

forte is supporting other creatures, it is best toopt for this class when designing a group of out-siders, such as a gang of demons or slaad.

The spellcasting classes generally representpoor choices for outsiders. Unless the charac-ters are 15th level or above, most outsidershave too high a base challenge rating to take onenough wizard, cleric, or sorcerer class levelsto truly enhance their abilities. Most outsidershave innate magical abilities that are the equiv-alent of 2nd, 3rd, or higher level spells. Thus,adding on a few 1st-level spells makes littledifference for this creatures. Unless you wantto fill a few gaps that the creature’s innate tal-ents do not cover, such as defensive spells ordetection abilities, the spellcasting classes sim-ply do not offer enough additional power tooutsiders.

Normally, rogue is a poor choice for outsiders.These creatures are generally too powerful tobe found in large groups. However, those out-siders that can teleport at will, use invisibility,or otherwise have innate talents that grant themimproved mobility or stealth capabilities workquite well with the rogue class. A vrock with afew rogue levels can teleport into a flankingposition. Generally speaking, any outsider with

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spell-like abilities that include illusions, spellsdesigned to hide the creature, or teleportationabilities are good candidates for the rogueclass. Even one or two levels can make a crea-ture a more effective combatant.

The fighter class is a solid choice for outsiderswhose alignment prevents them from takinglevels in barbarian or for those that need a fewextra feats and armor proficiency to improvetheir abilities. Outsiders that need additionaldefensive abilities, rather than an added offen-sive punch, should take levels in fighter ratherthan barbarian.

Of the standard prestige classes, blackguardand assassin both make excellent choices.Remember, a creature does not have to fulfill aprestige class’s requirements through leveladvancement. Powerful outsiders may natural-ly have the base attack bonus, skills, and featsto join a prestige class. The assassin’s deathattack is a deadly combination with some out-siders’ ability to teleport without error oremploy similar magic to quickly move fromplace to place. An outsider could observe itsvictim from a safe distance before using magicto spring its attack.

Feats

With their copious spell-like abilities, CombatCasting is an almost required feat for most out-siders. Without these abilities, most demonsand devils are little more than middling com-batants for their CR. Only through the creativeand frequent use of their abilities can thesecreatures live up to their billing as some of themost dangerous monsters in the game.

Since an outsider must often fight on its ownagainst a party of adventurers, skills thatenhance its defensive abilities help prolongencounters and give them more chances to usetheir abilities. Dodge and Mobility bothimprove an outsider’s AC. Spring Attack is alsoa good choice, though outsiders with flight andteleport abilities may not find much use for it.

Outsiders tend to have high Intelligence scores,especially demons and devils. For these crea-tures, Expertise and the feats associated with itcan make the difference between an averagecombat encounter and a daunting one.Improved Trip allows outsiders, especiallyLarge ones, to gain an extra attack while inflict-

ing an AC penalty on their foe. Furthermore,high level fighters and barbarians are stuckeither wasting an action standing up or using thefull attack action at a steep penalty.

Spell Focus can be quite useful for outsiders,even ones that lack levels in a spellcastingclass. Outsiders that rely on spell-like abilitiescan use this feat to boost the save DCs of theirtalents.

Any outsider that relies on its natural attacks,such as claws and a bite, should take Multiattackto help reduce the penalty for attacking with asecondary, natural weapon. Some of the out-siders that rely on such attacks do not take thisfeat as a default selection. If you want to opti-mize such creatures for combat, drop one oftheir current feats in favor of Multiattack. PowerAttack, Cleave, and similar feats rarely proveuseful against the characters.

Feats that provide improved saving throws aregood choices for outsiders that have an align-ment subtype. These creatures are often partic-ularly vulnerable to divine spells and effectsthat are tuned to deal extra damage to align-ments opposite of the caster’s. Since most PCclerics are good, evil outsiders such as devilsand demons are prime targets for these spells.However, in many cases outsiders have spellresistance to deal with magic. These feats arebest suited to creatures that lack SR or expectto face multiple PC spellcasters.

Skills

Just as Combat Casting is a handy feat for out-siders, Concentration is normally a skill theyshould focus on. Unless the outsider focusesexclusively on melee combat, chances are ithas a few special abilities that duplicate spells.When caught in melee, the Concentration skillcan prove critical to using an outsider to its fullpotential.

Bluff is a good skill for any outsider that wish-es to act as a tempter, bargainer, or fill someother social role. Most outsiders are smartenough to negotiate with their enemies whenthe tide turns against them.

Most other skills fail to offer anything trulyuseful to an outsider. Creatures with innatespell abilities can use those to supercedeskills such as Hide or Tumble. Outsiders

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without such talents tend to rely on their meleeability, leaving skills a distinctly secondaryconcern in their design.

Equipment

Since outsiders have powerful attacks and spell-like abilities, most mundane equipment offersthem few additional benefits. Normal weaponsrarely do more damage than their naturalattacks, while alchemical items only rarelyprove better than their innate spell-like abilities.

Unless an outsider takes levels in classes suchas fighter, cleric, or others that grant armor pro-ficiency, most of these creatures must use featselections to get the most out of armor andshields. Most outsiders rely on natural andDexterity AC modifiers, making armor andshield a good choice for those that expect towade into melee. While this investment mayburn a few feats, it can prove an invaluabledesign choice for outsiders that must standalone against an entire party or that need tokeep the combat-focused PCs busy while othermonsters rain spells and magic upon the party.

Magic Items

Many of the most powerful outsiders are gen-erally humanoid in form. Thus, they can use thefull range of magic items produced and used bythe player character races.

Some outsiders, such as azers and barbazus,normally fight with melee weapons rather thannatural attacks. Naturally, you should outfitsuch monsters with masterwork weapons andmagical armaments. When allocating treasure,invest the gp value of items the creatures guardinto weapons they can use. A masterworkweapon is a lot handier for a creature than afew hundred gold pieces socked away in aburlap sack.

When picking magic weapons for an outsider,weapons that reflect that creature’s alignmentand abilities make sense for two reasons. First,they form a cohesive, believable theme for acreature. It makes sense that a race of fire crea-tures would wield blades wreathed in magicalflame. Second, it makes sense that a creaturecarries weapons that bear little threat to it. Asociety of outsiders, particularly a lawful one,would prefer not to put weapons in their ene-mies’ hands that could prove to be a threat.

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Furthermore, a demon lord or devil princewould much prefer its followers be armed withweapons that cannot be turned against it shouldthey revolt. Thus, outsiders that are immune tofire wield flaming or flaming burst weapons,while evil creatures bear unholy blades.

Armor, on the other hand, should reflect a crea-ture’s shortcomings. An outsider susceptible tofire attacks or another particular energy typeshould be equipped with resistance armorkeyed to its vulnerabilities. Armor that merelyduplicates an outsider’s standard abilities, suchas invulnerability, is generally a waste ofresources.

For similar reasons, many wondrous itemsoffer little to an outsider. While it may seemobvious, be sure to pick out items that enhancean outsider’s abilities rather than duplicatethem. An outsider should be able to get someuse out of its treasure. Bracers of armor, cloaksof resistance, and similar items that providedefensive bonuses help fortify powerful out-siders and usually have low market values,making them accessible to all but the lowestCR creatures.

Spells

Many outsiders have innate spell abilities,superceding most arcane and divine spells theycan gain via character levels. However, notevery outsider enjoys such special abilities. Forsuch creations, magic and levels in spellcastingcharacter classes can improve their abilitiesand turn them into threats against higher levelparties. Outsiders with at-will abilities such asfly, invisibility, or levitation are excellent can-didates for casting ability, especially low-CRones such as an imp or quasit. For such crea-tures, focus on spells that allow them to keeptheir defensive magic intact. For instance, acreature under the effects of invisibility cannotuse magic or attacks that directly threaten anopponent. Thus, creatures that can use invisi-bility at will should focus on spells that presentindirect damage for the characters. Summonmonster fits that requirement perfectly. Its oneround casting time is neatly offset by the cast-er’s concealment and the spell’s effects do notcount as a direct attack. Animate rope is an oft-overlooked 1st-level spell that can hamper acharacter without breaking invisibility, sincethe spell’s effects are targeted against the roperather than the target it attempts to entangle. In

addition to offensive spells, those that improvethe fighting ability of other creatures, such asbull’s strength, mage armor, and haste make anencounter more dangerous. The invisible castercan give his allies a boost without fear of draw-ing too much attention from the characters.

Area effect spells that play into an outsider’simmunities or resistances can help catch thecharacters off guard. For example, a mob ofoutsiders immune to fire can leap into meleeand effortlessly absorb the fireballs their alliedwizard launches at the party. Some playersthink wizards pose less of a threat against char-acters in melee or surrounded by enemies.After all, a wizard cannot sling cones of coldinto the party’s midst. If the monsters are capa-ble of absorbing spells without harm, theyshould take that into account when casting.

Spells that grant extra hit points are particular-ly useful to outsiders, especially if you plan onusing one powerful demon or devil against thecharacters. Since outsiders have so many spe-cial abilities, they tend to have fewer HD com-pared to other creatures of the same CR. Forexample, a CR 5 troll has 63 hit points on aver-age, compared to 32 for a CR 6 osyluth. Tokeep these creatures around for as many roundsas possible, spells such as endurance, shield,and blur preserve outsiders and allow themadditional rounds to use their spell-like abilitiesagainst the characters.

The spell-like ability to teleport without erroris often overlooked or misused by DMs. Thisspell grants demons and devils almost perfectmobility. They can easily bypass defensivepositions, fighters or paladins who seek to pro-tect a wizard, and other obstacles. In a dungeonenvironment, allow creatures with this abilityto thoroughly inspect their surroundings.Unless a demon or devil is newly arrived, theymore than likely understand their own abilitiesand study a few, select locations they can tele-port to in order to ambush or flank intruders.

Optional Spellcasting Rules

Outsiders are typically marked by a strong con-nection to an alignment or elemental subtype.As such, when using spells tied to their naturethey enjoy greater power and flexibility com-pared to mundane casters. If an outsidershares a descriptor with a spell it casts, theoutsider gains +1 to his caster level for

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determining the spell’s range, effects, and othervariable features. Due to its affinity with magi-cal energies of its specific nature, the outsidercan more easily summon and shape the forcesthat comprise the spell.

Outsider Prestige Class

The godling presents a unique spin on the pres-tige class mechanic. Rather than rely on XP togain power, the godling must convert mortalsto its worship. Powerful demons, devils, andother planar entities can sometimes convert atribe of primitive humanoids or a small sect ofcivilized folk to its worship. Ignorant of theirpatron’s true nature as a minor servant of evil,they worship him like a god and through theirdevotion grant him more power. In many ways,this prestige class acts as a template with aseries of staged power levels that you canincrement to reflect an outsider’s growing bodyof worshippers.

Godling

A godling is an outsider that manages to growa small cult or sect around its worship. Thesecreatures, often demons or devils who havefled their realm or have designs on the mortalplane, grant favors, magical abilities, and bless-ings to their worshippers. In turn, their follow-ers’ belief and faith allows them to slowly gath-er tremendous power. Minor godlings gain theability to grant their followers supernaturalpowers and abilities. Their priests gain divinespellcasting abilities and capabilities that mir-ror their own talents. Furthermore, the godlinglearns to use his personality to overwhelm andcow others. At the highest levels of this class,the godling gains tremendous magical abilities,the capacity to create an avatar, and near-immortality.

Special Note

The godling is not a prestige class in the tradi-tional sense of the concept. Rather, it serves asa convenient tool for use in creating demoniccults, devil worshippers, and other small, fanat-ical religions. As the godling gains power, sotoo do his key followers. Thus, you can use thisprestige class to track the rise and fall of a cultthat opposes the characters in their adventures.When the characters finally stand directlyagainst the object of the cult’s worship, this

class allows them to battle a truly epic, pow-erful creature. Thus, this class is not bal-

anced against traditional prestige classes.

Godlings do not gain levels in the traditionalsense. Instead, assign levels in this prestigeclass based on the abilities, powers, and talentsyou wish to grant to a godling. Chances are thatyou wish to run a few adventures against thegodling’s followers before the characters faceoff against the outsider itself. Thus, simply picka level that fits with your plans for the cam-paign. Godlings can gain or lose power as theircult waxes and wanes. Alter the being’s level inthis class over the course of the campaign inorder to fit in with game developments. Nohard and fast guidelines link a cult’s size andaccomplishments to the godling’s level. AsDM, you should alter its level and abilitiesbased on what happens in the game, the CR ofencounters you need to create, and the role youwant a cult to play in your campaign. Forexample, just because the characters unroot anddestroy a cult cell does not mean that the cult,in the grand scheme of things, loses power.Perhaps in a city on the other side of the conti-nent the cult gains dozens of new members andoverthrows a baron. The rules presented hereare designed to answer to your needs anddesires, not force you into a corner or hijackyour campaign.

Godlings and Your Campaign: The godlingprestige class is designed to model the rise of acreature from relatively mundane origins topseudo-godlike status. You can construct anentire campaign around the characters’ effortsto crush an evil cult. With each victory ordefeat the characters experience, alter thegodling’s level downward (if the PCs are victo-rious) or upward (if the cult withstands theirefforts). As the campaign builds to the climaxof a showdown with the godling, the power andnature of the being they face is determined inpart by the results of their crusade against it.

Player Characters and Godlings: Rules forallowing PCs to take levels in this class andstart the road to divinity are beyond the scopeof this book. However, you may wish to allowa PC to join a cult and worship a benevolentgodling. In this case, the PC may call upon hisgodling’s aid in the form of the Divine Auraskill. However, each time a PC calls on his godand receives aid through its use of Divine Aura,the PC must sacrifice 500 gp worth of materi-als or 250 XP to his deity. The minor gods takepains to protect their followers, but their aid

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comes at a price.

Hit Die: d10.

Requirements

To become a godling, a character must fulfillall the following criteria:

Charisma 13+.

Creature Type: Outsider or spellcaster level10+.

Special: Gain a cult dedicated to your worshipthat has at least 100 total members. After twoyears of existence, this cult’s worship andprayer lends the godling limited divine powersand full access to this class.

Class Skills

The godling’s class skills (and the key abilityfor each) are Bluff (Cha), Concentration (Con),Diplomacy (Cha), Divine Aura (Cha, exclusiveskill) Intimidate (Cha), Knowledge (any) (Int),Perform (Cha), Scry (Int), Sense Motive (Wis),Speak Language (None), and Spellcraft (Int).Divine Aura is a new skill detailed below.Skill Points at Each Level: 4 + Int modifier.

Divine Aura (Cha; Trained Only; Godling

Only)

As a godling gains worshippers and drawspower from their devotion, he gains the abilityto inspire his followers and strike terror into hisfoes. Divine Aura represents the godling’s abil-ity to draw on his status to influence others andalter his environment and the planar realms. Asa godling gains in power, he develops a wholenew set of abilities that are far beyond thosetypically available to mundane beings. Thisskill measures his talent for manipulating thedivine energies that grow as his followers gainin number and power.

Check: Divine Aura has a variety of uses, eachwith a different DC. Each of the uses and theirassociated rules are detailed below.

Aid Worshipper: Unlike true divine beings,godlings rarely have more than a few priestswho tend to their faith. Thus, they have a vest-ed interest in directly aiding them wheneverpossible. However, godlings are loathe toappear on the material plane with any regulari-ty, as over time such visits draw the attention ofpowerful beings on both the material anddivine planes. Instead, the godling attempts tofocus his nascent divine powers to alter reality

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in his followers’ favor. The godling mayattempt a Divine Aura check (DC 10) to granta specific follower who is at least a 2nd-levelcleric a +1 divine bonus to attacks, saves, andskill checks for one hour. The godling mayattempt to use Divine Aura in this manner onceper hour for each of his eligible followers.

Blessings for the Faithful: Unlike normaldivine beings, godlings have a vested interestin even the least of their followers. One smallcongregation can mean the difference betweenascension to the next divine circle and a tumbleback to mortality. Once per day, the godlingmay attempt to channel divine energy thatmends their wounds. With a successful DivineAura check (DC 15) the godling grants all fol-lowers within a 60 ft. spread of a single pointon the material plane a burst of energy thatserves as a cure light wounds spell cast by a1st-level cleric. Only those who worship thegodling gain the benefits of this spell.

Death Curse: If a cleric of 5th level or higher inthe godling’s service dies in combat, the godlingmay make a Divine Aura check (DC 25) to placea death curse on his slayer. Treat this as a bestowcurse spell cast by a 12th-level cleric.

Divine Intervention: Once per week, thegodling may use a single cleric spell of up to5th level against his cult’s enemies. The high-est level cleric of a sect, cult, or cell must use afree action to call upon his god’s name. Thegodling must make a Divine Aura check (DC20 + 2 x the spell’s level) in order to cast thespell. Treat the godling as a 10th-level casterwho may target the spell as if the high priestwho called his name cast it.

Inspire Fanaticism: When faced with crusaderswho seek to destroy his followers, the godlingcan whisper encouragement, promises ofreward, and other thoughts into his mundanefollowers’ ears. Once per day, the godling maymake a Divine Aura check (DC 15) to inspirefanatic rage in his followers. He may affect upto five times his level of HD worth of follow-ers with this ability, which acts just like the bar-barian’s class ability.

Protecting Hands: In a dire situation that threat-ens the life of a key follower, the godling mayattempt to open a rift from his planar realm to the

material plane in order to snatch his most pow-erful followers from harm’s way. Once per

week, the godling may attempt a Divine Auracheck (DC 15) to use teleport without error onone of his followers who is a 5th-level or high-er cleric. The godling only uses this power ifhis follower is in danger and can only use hishome plane, temples, and other cult sites asdestinations. The godling could not use thisability to send an assassin into the king’s bed-chambers.

Smite the Heretic: If five or more of thegodling’s followers spend a standard action tobeseech him for aid against their enemies, hemay make a Divine Aura check (DC 10) todirect a bolt of energy against a randomlydetermined enemy they face in combat. Thisbolt deals damage as a cause light wounds spellcast by a 1st-level cleric. The godling must suc-ceed at a ranged touch attack to hit his target.

Retry: To a limited extent, yes. The godling isgiven a cap on the number of times he may useeach of these abilities. On a failed check, thegodling may try again in one hour.

Special: Godlings may only purchase ranks inthis skill from those granted to them by thisprestige class. A godling may never spendranks from other classes on this skill.

Godlings may only take 10 or 20 on this checkif the worshipper whom they wish to aid iscapable of doing so on skill checks of theirown. Normally, cultists gather in worship tocontact their god and beseech him to use histalents. In this manner, a godling displays hisdivinity and gains more followers.

If the godling is in the physical presence of hisfollowers, he gains a +10 circumstance bonusto all checks made with this skill.

When a godling uses this skill, he must make adivine manifestation on a successful check. Hecould appear in spectral form to rally his fol-lowers, create a clawed hand that reachesthrough a dimensional rift to carry off animperiled high priest, and so forth.

Divine Aura in Your Game: This skill ismeant to reflect the influence of a demonicbeing on its personal cult. While a major deitysuch as Thor is too busy dealing with morepressing matters to attend to his individualworshippers, a minor demon with a few dozencultists has both the resources and energy nec-

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essary to closely shepherd his followers. Thisskill should be used to help give cultists anedge against the characters. Furthermore, ithelps give the players a sense that their charac-ters can directly confront powerful, evil crea-tures even at low levels. While battling a groupof cultists, they can witness the godling’s inter-ference and realize the true extent of their ene-mies’ influence.

When you opt to allow a godling to use theseskills to support its followers in an encounter,factor into the EL the addition of a creaturewhose level equals one-quarter of the godling’slevel in this class. The godling’s abilitiesenhance his followers but they rarely give thema devastating edge.

Optional Rule: You may decide that the abili-ties granted by the godling prestige class do notfit in with your conception of how divinityworks or the nature of a godlike being. Forexample, this class does not grant arcane spell-casting abilities and could weaken a lich or sim-ilar creature. You may opt to grant a powerfulcreature the Divine Aura skill and allow it totreat it as a class skill without giving it levels inthis class. In this case, judge how many ranks inthis skill you wish to grant a being based on itspower and prestige in your campaign.

Class Features

All of the following are class features of thegodling prestige class.

Weapon and Armor Proficiency: Godlingsgain proficiency with all armor, shields, andsimple and martial weapons. In addition, thegodling may designate one weapon as its cho-sen armament. The godling gains the appropri-

ate proficiency feat, Weapon Focus, andWeapon Specialization with this weapon.

Divine Power (Sp): Buoyed and supported byhis worshippers’ prayers, the godling begins todevelop divine abilities that allow him to lendaid to his worshippers and defend himself fromcrusaders. With each level gained in this pres-tige class, the godling may choose any clericspell of a level equal to or less than his level inthis prestige class. The godling may use thatspell once per day, with a caster level equal tohis total HD. His caster level for these abilitiesequals twice his level in this prestige class.

Watchful Eye (Sp): To help aid his nascentcult, the godling gains the ability to cast scry-ing as a 20th-level sorcerer at will. However,he may only use this ability to view groundconsecrated to his worship.

Object of Worship (Su): At 1st level, thegodling has finally accumulated enough divineenergy from his cult’s followers to take the firststep to godhood. He may now grant clericspells to his priests. The maximum spell levelhis clerics may use equals his level in this class.Furthermore, the godling may select twodomains associated with his cause that his cler-ics may choose to gain access to.

Divine Immunities (Ex): At 3rd level, thegodling begins to develop immunities to manyforms of magic and mundane threats. He gainsimmunity to poisons, all disease (includingmagical ones), mind-influencing effects, anddeath effects.

Divine Resistance (Ex): At 4th level, thegodling gains spell resistance equal to 10

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Godling

Level Base Attack Fort Ref Will Special1 +1 +2 +2 +2 Divine power, watchful eye, object of worship2 +2 +3 +3 +33 +3 +3 +3 +3 Divine immunities4 +4 +4 +4 +4 Divine resistance5 +5 +4 +4 +4 Greater blessings6 +6 +5 +5 +5 Piercing eye7 +7 +5 +5 +5 Weapon of judgment8 +8 +6 +6 +69 +9 +6 +6 +610 +10 +7 +7 +7 Supreme blessings

+ his level in this class + his Charisma modifi-er. If the godling already has SR, he gains abonus to it equal to half his level in this class.

Greater Blessings (Sp): As the godling’s cultgrows, he may now use his minor miraclesmore often. When using cleric spells grantedby the divine power class ability, he may useany spell he selected of 3rd level of lower threetimes per day.

Piercing Eye (Sp): The godling’s ability to peerinto the material plane improves as the ranks ofhis worshippers swell. He may now use his ever-watching eye ability three times per day to viewany location as per the scrying spell description.

Weapon of Judgement: Most deities and otherdivine figures are associated with a specific,named weapon. At 7th level, the godling’s cho-sen weapon (as per Weapon and ArmorProficiency above) is granted a name andcounts as a +6 weapon. These bonuses may bespent on weapon enhancements, such as flam-ing burst, or an enhancement bonus. If thegodling is killed, this weapon crumbles into ash.

Supreme Blessings (Sp): At 10th level, thegodling gains the ability to use all of the clericspells gained through his divine power abilityat least three times per day. He may use spellsof 3rd level or lower five times each. With hisfirst stage of ascension to godhood, arch-devil-dom, or demon lordship completed, the godlingnow begins the arduous task of ascending to thenext strata of divine power.

Outsider Feats

The feats presented here are designed to takeadvantage of the unique abilities possessed bymany outsiders. They either draw upon the out-sider’s origin or enhance supernatural or spell-like abilities common to these creatures.

Cloak Alignment [General]

Many outsiders are closely tied to a specificalignment type, be it good, evil, law, or chaos.While they radiate an aura appropriate to theirabilities, some learn to mask this signature inorder to conceal their true natures. Thesebeings understand the magical and elementalunderpinnings of alignment due to their other-worldly nature and arcane studies.

Prerequisite: Outsider, chaos, evil, good, orlaw subtype.

Benefit: When an outsider with this feat is tar-geted with a spell, supernatural ability, or spell-like effect that would reveal its alignment, thecreature is allowed a Will save (DC 10 + spelllevel + caster’s attribute modifier, if applicable)to conceal its nature. On a successful save, thespell or ability fails to detect anything and auto-matically fails if used again for the next 24hours. Note that this feat does not give a falseresult, such as falsely revealing an evil creatureas good. It simply gives the user no information.

Fearsome Bearing [General]

Outsiders’ alien appearance combined with themany myths, legends, and stories of their feroc-ity combine to strike terror into the hearts ofmortals they meet.

Prerequisite: Charisma 13+, Intimidate skill,Outsider.

Benefit: Once per combat as a free action, theoutsider may make an Intimidate check. Anycreature with half or fewer HD than the out-sider must make a Will save (DC equal to theIntimidate check result) or suffer a –2 moralepenalty to all attacks for the encounter’s dura-tion or until the outsider flees or is defeated.

Gate Attack [General]

Outsiders that rely on summoning allies andreinforcements sometimes practice their abilityto such an extent that they can deliver theirsummoned minions onto the battlefield in atactically advantageous manner.

Prerequisite: Ability to summon allied crea-tures as an innate ability.

Benefit: When using an innate ability to call anally, those allies gain the pounce special attackon their first action in the encounter. Pounceallows a creature to use a full attack action evenif it used a movement action, such as charging,during its round. The summoning creatureopens a gate in such a manner that its alliesmay leap upon its enemies and attack in onemotion. For example, the summoned creaturesmay appear above their foes or attack from anunexpected direction.

Mind Whispers [General]

Using its telepathic powers, a creature delivers

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a long, whispered malediction against its oppo-nent. This distracts and frightens his foe, hin-dering his efforts in battle.

Prerequisite: Intimidate skill, telepathy.

Benefit: Once per encounter, a telepathic crea-ture may use a free action on two consecutiverounds to whisper taunts and threats into anopponent’s mind. On the creature’s action afterthose two rounds, the victim must make a Willsave opposed by the creature’s Intimidatecheck or suffer a –2 morale penalty to attacks.This ability counts as a fear effect.

Teleport Attack [General]

Many outsiders have the ability to teleport atwill, allowing them to journey across theplanes with ease. Such creatures that regularlyengage in battle learn to use this talent to out-flank opponents and catch them by surprise.

Prerequisite: Ability to teleport via spell orinnate ability.

Benefit: A creature may use its teleport abilityto appear next to an opponent and deal a sur-prise attack against its foe. When using a stan-dard action to teleport, the creature is allowed

to take a partial action to make a melee attack,and only a melee attack, after arriving at a des-tination that is within its line of sight. The tar-get of this attack loses his Dexterity bonus toAC. This partial action is in place of the crea-ture’s normal move-equivalent one.

Special: This feat requires the creature to use astandard action to teleport. Thus, the creaturecannot take a five-foot step, teleport, then usethis feat. You may only make a five-foot step aspart of a full-round action.

Outsider Template

The templates presented here allow you to cre-ate a new type of evil outsider that uses its abil-ities to subvert and control mortals.

Possessing

Demonic possession and diabolic influence aretwo of the greatest threats that evil outsiderspose to mortals on the material plane. Someevil outsiders have the ability to assume anincorporeal form. While in this state, they canoverpower a mortal’s conscious being andseize control of his body. In this guise, thepossessor commits great evil while hid-

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ing behind the facade of his victim’s name, rep-utation, and outward appearance.

Creating a Possessing Outsider

“Possessing” is a template that may be added toany evil outsider. The outsider’s creature typeremains the same. The possessor gains the abil-ities to assume an incorporeal form and takeover a mortal’s body. Much of this templatedescribes the effects of this possession. Thebase creature’s stats do not undergo many alter-ations. However, when this outsider possessesa mortal it gains new abilities and stats basedon the creature it controls.

A possessing creature uses its base outsider’scharacteristics except where noted below.

Special Attacks: Possessors gain the followingspecial attack.

Possession (Su): While in its incorporeal form(see below), the possessor can attempt to hijacka living creature’s body by overpowering itsintellect and personality. Constructs and undeadare immune to this ability. Furthermore, itcounts as a mind-influencing effect.

The possessor must be within 5 feet of itspotential victim. As a standard action, it makesa Charisma check opposed by its victim’s Willsave. If the possessor succeeds, it gains controlof its victim’s body for one day for each pointby which it beat its target’s save. After thistime, the possessor once again makes aCharisma check opposed by a Will save. Thisprocess continues until the creature fails itsCharisma check.

Use the possessed template presented below todetermine the possessor’s stats while it controlsits victim’s body. Any spell that can force anoutsider to return to the outer planes may beused to force a possessor out of its victim’sbody.

Using this ability drains the possessor’swillpower and endurance. It may only use thisability once per day. As a standard action, thepossessor may abandon the body it controls.The victim immediately regains control but isunconscious for 1d4 minutes due to the psychictrauma of the possession. If the victim’s bodydies while the possessor controls it, the pos-

sessor dies along with it.

Special Qualities: Possessors are granted thefollowing special qualities.

Incorporeal Form (Su): At will as a full-roundaction, the possessor may assume an incorporealform. The creature partially enters the etherealplane. While in this form, the creature can onlybe harmed by other incorporeal creatures, +1 orbetter weapons, spells, supernatural abilities, andspell-like effects. There is a 50% chance that thecreature can ignore any damage inflicted by acorporeal creature via any source other than forceeffects such as magic missile. In this state, thecreature loses its natural armor modifier butgains a deflection modifier equal to +1 or itsCharisma modifier, whichever is higher.

While incorporeal, the possessor can passthrough solid objects, cannot be heard unless itwishes to be, ignores natural and all physicalarmor, and has no Strength score. Its Dexteritymodifier applies to both melee and rangedattacks.

Abilities: Possessors have stronger pesonali-ties and keener perception than their normalcounterparts. They gain +4 Wisdom and +6Charisma.


Organization: Usually solitary.


The Possessed

Once a possessing outsider seizes control of avictim, use this template to determines its sta-tistics in its new form. This template refers tothe victim as the base creature and the posses-sor as the possessing creature. Unless other-wise noted, use the base creature’s statistics.

Hit Dice: The possessing creature cares littlefor its victim’s body. The base creature’s HitDie type becomes a d12, as the possessorignores the pain and other damage inflictedupon it.

Attacks: The base creature gains a slam attackthat deals damage according to its size. Thisslam may be used in place of the base crea-ture’s natural attacks.Creature Size Slam DamageTiny 1d3Small 1d4

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Medium-size 1d6Large 1d8Huge 2d6Gargantuan 2d8Colossal 4d6

Special Attacks: The base creature gains thepossessor’s supernatural or spell-like specialattacks. In addition, it gains the following spe-cial attack.

Hideous Spew (Su): The possessed creature cangenerate a massive flow of stomach acid,showering its enemies in a blast of acidic spraythat can strip away their flesh. This abilityaffects all creatures in a 20-foot cone. Theymust make a Reflex save (DC 15 + the pos-sessed’s Dexterity modifier) or suffer damagebased on the creature’s size. A successful savehalves this damage. The possessed may use thisability three times per day.

Creature Size Spew DamageTiny 1d6Small 1d8Medium-size 2d6Large 2d8Huge 4d6Gargantuan 4d8Colossal 6d6

Special Qualities: The base creature is grantedthe possessor’s supernatural and spell-like spe-cial qualities. In addition, it gains the followingability.

Undetectable Aura (Su): At will as a freeaction, the possessed may choose to use its ownor its victim’s alignment aura. Thus, spells suchas detect evil may fail to uncover the presenceof a possessing creature.

Abilities: Replace the base creature’sIntelligence, Wisdom, and Charisma with thepossessing creature’s scores. The base creaturegains a +4 bonus to Strength, +2 bonus toDexterity, and a +4 bonus to Constitution. Thepossessor can manipulate its victim’s body todraw improved physical power from it.

Skills: Use the possessing creature’s skills. Inaddition, the possessing creature may chooseup to 1 + its Intelligence modifier of the basecreature’s skills it may use.

Feats: Use the possessing creature’s feats.

Climate/Terrain: As base creature.


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Challenge Rating: Use the higher of the baseor possessing creature’s CR. If the two areequal, use the base creature’s CR + 2. If the twoare within one or two points of each other, usethe higher creature’s CR + 1.

Alignment: As possessing creature.

New Outsider Special


The new rules presented here are designed toadd more mystery and excitement to anencounter dealing with an outsider. Too often,experienced players can rattle off a demon,devil, or other strange creature’s abilities basedsolely on its physical description. Outsidersshould represent the unknown in a fantasycampaign. Orcs, ogres, and trolls are meant tobe every day threats, but demon lords, aveng-ing angels, and other travelers from distantplanes are terrifying, horrible monsters frombeyond. Never let them devolve into just anoth-er encounter. Make extensive use of these abil-ities, the guidelines for constructing new spe-

cial qualities, and the monster appearancemodification suggestions from Chapter 1.

Many of the generic modifications and abilitiespresented there are usable with outsiders.

Detection (Su): With their strong attunementto the various alignment poles, some outsidersfeature the innate ability to sense a creature’sinner moral stance. At will, a creature with thisability can use detect chaos, evil, good, or law.This ability may be taken more than once, withthe outsider gaining a different detection abili-ty each time.

Relative Cost: NA; Absolute Cost: 15 CP;Prerequisites: Alignment subtype, outsider.

Keeper of the Dead (Su): Many outsiders traf-fic with undead creatures, using them as servi-tors or leading them into battle in the name ofa demon prince or duke of Hell. Three timesper day an outsider with this ability may makea turning check to dispel turning or bolsterundead. Resolve this check with the outsider’stotal HD as its cleric level.

Relative Cost: NA; Absolute Cost: 25 CP;Prerequisites: Evil subtype, outsider.Planar Radiance (Su): Born of the raw mate-rial of their planar homes, some outsiders exerta constant magical effect that alters their imme-

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diate surroundings to resemble their homeplane. An outsider with this special ability radi-ates a constant hallow or unhallow effect witha 30-foot radius centered on the outsider.Resolve these spells as though they were castby a sorcerer with a level equal to the outsider’sHD, save for its area of effect.

Relative Cost: CR 5; Absolute Cost: NA;Prerequisites: Alignment subtype, outsider.

Searing Aura (Su): Some outsiders areinfused with such powerful divine, diabolic, orplanar energies that the air around them crack-les with lightning or is bathed in positive ornegative elemental energy. Creature’s with thisability automatically deal 1d6 points of damageper round against creatures that stand withintheir threatened area. This damage must begiven one of the following descriptors: acid,chaotic, cold, electricity, evil, fire, force, good,lawful, or sonic.

Relative Cost: CR 6; Absolute Cost: NA;Prerequisites: Outsider.

Smite Enemies (Su): In the ceaseless wars thatrage between good and evil, law and chaos, thebattle lines are inevitably draw along the linesof alignment. Untold eons of struggle haveallowed some creatures to develop the abilityto smite enemies with an opposite alignment,similar to a paladin’s smite evil ability. Whenchoosing this ability, select one alignment sub-type. Once per day, the outsider gains a damagebonus equal to its HD (max +20) on a normalattack. This ability must be declared beforemaking an attack roll.

Relative Cost: NA; Absolute Cost: 25 CP;Prerequisites: Alignment subtype, outsider.

Summon Allies (Sp): Outsiders commonly usemagical abilities and spells, such as gate orteleport without error, to move from one planeto another. By the same token, these creaturescan use these abilities to manipulate the planarfirmament and open rifts that allow allied crea-tures to come to their aid. Outsiders with thisspecial ability may summon monsters to fighton their behalf. This ability comes in two ver-sions. A creature may opt to summon a secondcreature of its own type with a 50% chance ofsuccess, or it may choose to call lesser crea-tures who, as a group, have an EL equal to itsown CR with a 35% chance of success. This

ability grants both options. The outsider choos-es when using this ability which version toattempt. An outsider may attempt to summonallies once per day.

The creatures summoned with this ability can-not have an alignment that opposes the sum-moning creature’s ethos. For example, lawfulcreatures cannot call chaotic allies.

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisites: Outsider.

Unholy Crusader: Many outsiders serve asfoot soldiers, heralds, and lieutenants in thename of an evil deity. These creatures aregranted blessings by their foul lords to helpcounter the efforts of the benevolent gods ofman and other races. Creatures with this specialability gain a +4 bonus to spell resistanceagainst divine spells cast by good characters.Imbued with the divine energy of malevolentgods, these creatures live to crush clerics, pal-adins, and other heroic crusaders.

Relative Cost: NA; Absolute Cost: 50 CP;Prerequisites: Evil subtype, outsider.

Weapon of Choice: Some outsiders carryweapons specially crafted to deal with theirsworn enemies. Epic wars have long ragedacross the divine planes, and over the countlessyears some outsiders have made it commonpractice to mass produce magical weapons.These items are invariably keyed to an out-sider’s natural aura. When wielded by others,they are simply masterwork items. When theoutsider of an appropriate race uses these arma-ments, their true powers awaken.

A weapon of choice may be given any qualitiesand enhancement bonuses as per the standardrules for magical weapons. The CR modifica-tion associated with this ability is determinedby the total enhancement bonus given to anitem, as shown on the chart below.

An outsider may be given this upgrade morethan once, gaining a different item each time.

Enhancement Bonus Relative CRCost

+1 1

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+2 2+3 3+4 4+5 6+6 7+7 8+8 10+9 11+10 13

Relative Cost: See above; Absolute Cost: NA;Prerequisites: Outsider.

Sample Outsider

The razor imp is a tiny, malicious devil thatwields a pair of daggers in battle. It delights ininflicting pain and misery on its opponents. Inhell, these creatures are charged with torment-ing the damned.

Razor Imp

Tiny Outsider (Evil, Lawful)

Hit Dice: 9d8 (40 hp)Initiative: +3 (Dex)Speed: 20 ft., fly 50 ft. (perfect)AC: 18 (+2 size, +3 Dex, +3

natural)Attacks: +1 flaming dagger +10/+5

melee, +1 flaming dagger+10 melee, sting +7 melee

Damage: +1 flaming dagger1d4+1d6+1, sting 1d4 andpoison

Face/Reach: 2 1/2 ft. by 2 1/2 ft./0 ft.Special Attacks: Spell-like abilities, poison

Special Qualities: DR 5/silver, SR 5, poisonimmunity, fire resistance20, see in darkness, poly-morph, regeneration 2

Saves: Fort +6, Ref +9, Will +7Abilities: Str 10, Dex 17, Con 10, Int

10, Wis 12, Cha 10Skills: Hide +23, Listen +13,

Move Silently +13, Search+13, Spellcraft +13, Spot+13

Feats: Ambidexterity, Dodge,Two-Weapon Fighting,Weapon Finesse (dagger)

Climate/Terrain: Any land and undergroundOrganization: SolitaryChallenge Rating: 5Treasure: NoneAlignment: Always lawful evilAdvancement: By character class

A razor imp is a small, vicious devil that fightswith a pair of fiery blades that count as +1flaming daggers. It has all the special abilitiesof a standard imp. Unlike their cousins, razorimps eagerly leap into battle. In hell’s endlesswars, they stalk the battlefield seeking out sore-ly wounded combatants who can no longerfight but are still alive. They gleefully torturesuch unfortunates to death. In addition, theirmain duty on the planes of hell is serving as thechief torturers of tormented souls. However,these foul creatures love journeying to theprime plane to find fresh victims.

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CHAPTER TEN

Shapechangers

With their ability to adopt a variety of forms,shapechangers present a unique problem toadventuring parties. Normally, shapechangersstrike from surprise. Their abilities allow themto disguise their true nature, wait for an oppo-nent to drop his guard, then leap upon him.While some shapechangers are simple preda-tors that wait until an opportune moment tostrike, others are intelligent spies, informants,and observers. Using their abilities as the ulti-mate disguise, they gather information aboutthe characters and in some cases they take theplace of a trusted confidant. In the core d20System rules, the following monsters fall intothis category: aranea, doppelganger, andphasm. The lycanthrope template also producesshapechangers.

Building Shapechangers

Shapechangers present some rather unique hur-dles to both players and DMs. On one hand, theplayers must deal with a monster capable ofappearing as something that it is not. A phasmcan take on the form of almost any creatureimaginable, while a doppelganger’s uniqueabilities make it the ultimate spy. Werewolves,other lycanthropes, and aranea can easily sur-prise their opponents by shifting form. A party

could spend several days traveling with a wer-erat posing as a merchant and never realize theperil they face. On the other hand, shapechang-ers are difficult for DMs to customize. Sincethey are capable of such a wide range of abili-ties, the options available to them can some-times be overwhelming. The key to building agood shapechanger lies in determining itsstrengths and the role it plays in your game.Once you have those determined, you candesign an effective shapechanger.

Shapechangers fall into two basic categories.Spies are shapechangers that rely on their abil-ities to escape detection for long periods oftime. They gather information about the char-acters, ally with other creatures to underminethe PCs’ efforts, and wait for just the rightopportunity to strike. On the other hand,shapechangers tend to do well in combat. Theyhave good saving throws, good combat abili-ties, and their shapechanging skills often allowthem to spring surprising abilities on the char-acters. Thus, shapechangers fall into twocamps: those that rely on their abilities to keepthem out of combat, and those that rely on themto achieve victory in battle.

Classes

The key to picking a great class for ashapechanger is finding one that offers abilitiesit can use no matter what form it adopts. If thatis impossible, try to find a mix of class abilitiesthat offer the greatest utility in as many situa-tions as possible.

The fighting classes, barbarian, fighter, pal-adin, and ranger, are useful in roughly thatorder. A shapechanging barbarian can rage inany form it assumes. Lycanthropes in particulargain a lot of use from this ability, as theirStrength and Constitution scores increase whenthey enter animal form. Their barbarian rageslast longer and yield far more damage whenthey change shape. In addition, the barbarian’suncanny dodge abilities function normallyregardless of the form it adopts. Fighters offermany feats that can prove useful in any form,though the true utility it offers depends a bit onthe feats you select. Paladins have many abili-ties that prove useful when a shapechangeradopts a non-humanoid form, though he cannotuse his spells and special mounts in animalform. The ranger’s primary combat ability,fighting with two weapons, is useless in non-humanoid forms. The ability to track andfavored enemies translate across all forms, butthe class’s spells are also unusable in mostforms.

The rogue is probably the best class forshapechangers. This class’s sneak attack abilitycomes in very handy for shapechangers thatplan on attacking from surprise, while skillssuch as Hide and Move Silently help augmenttheir ability to infiltrate secure locations anddefeat the party’s defenses. After all, ashapechanger that wants to replace an NPCneeds to eliminate him first. While brute forcecan do the trick, a stealthy strike keeps suspi-cions at bay and helps establish theshapechanger’s cover identity.

Spellcasting classes, such as sorcerer, cleric,bard, and wizard, offer a lot to shapechangersbut suffer from the drawback that their spellsare not usable in non-humanoid forms.However, a shapechanger that has a chance tocast a few spells before changing form can findmany uses for its magic. Long-lasting spells

that boost a shapechanger’s combat abilitiescan all come in handy. Mage armor in par-ticular is quite useful, as its armor bonus

augments a creature’s natural AC modifier.Obviously, anything that increases the caster’sability scores, such as bull’s strength, is handyto have in any form. Such spells tend to havedurations measured in hours, allowing ashapechanger to cast them, change form, andstill gain use from them. Similarly, divinespells that offer bonuses or protection such asbless or righteous might are usable in any form.Spells that mask the shapechanger’s truenature, such as misdirection, are critical for anyspellcasting creature of this type. However, ingeneral a spellcasting shapechanger is at a dis-advantage. He cannot maximize his selectionof spells, as most of the useful offensive spellsrequire that he be in humanoid shape.Generally, it makes the most sense to pick div-inations, defensive spells, and transmutationsfor shapeshifter spellcasters.

Feats

A shapeshifter’s feats should enhance its abili-ty to launch a stealthy attack from surprise orinfiltrate a secure installation. ImprovedInitiative ensures that a shapechanger has agood chance of seizing the first action in afight. This is very useful when one strikes fromsurprise, as it allows it to gain two attacksagainst potentially flatfooted opponents. Forsimilar reasons, Quick Draw is very useful insituations where a shapechanger attempts tocatch its opponents unaware, as it allows theshapechanger to pull a weapon and attack inone partial action. Skill Focus, normally a poorfeat selection, can serve a shapechanger ratherwell. Since these creatures rely quite heavily onCharisma-based skills such as Bluff andDiplomacy to fool their victims, the bonus pro-vided by that feat can come in very handy.

Feats that prove both useful in humanoid andother forms serve a shapechanger quite well.Since he can use these feats at all times, ratherthan only when he adopts a certain guise, theyare very useful. Feats such as Blind-Fight,Combat Reflexes, Dodge, Expertise, Mobility,and Spring Attack are all applicable to crea-tures that rely on natural weapons rather thanswords or axes. On the other hand, many featsthat function only with a specific weapon havelimited utility for shapechangers. WeaponFocus, Improved Critical, Point Blank Shot,and other feats help a shapechanger inhumanoid form but not while he is in the shapeof an animal or other creature. Otherwise, a

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shapechanger could select these feats for biteor claw attacks, but that simply leaves the prob-lem reversed.

A few skills are useless to shapechangers innon-humanoid form. The Armor Proficiencyfeats, Improved Unarmed Strike, most featsthat improve a character’s mounted fightingabilities, and Two-Weapon Fighting all havelittle or no use for a shapechanger. All arealmost completely useless to a shapechangeronce it changes forms.

Skills

With their reliance on trickery and deception,shapeshifters rely on the Bluff and Disguiseskills to see them through most social encoun-ters or to arrange for an opportune moment tostrike. Disguise is probably the most importantskill for doppelgangers, as it is critical in allow-ing them to take someone’s place or infiltrate alocation. For similar reasons, Bluff is a goodskill in which to invest points. When a disguisefails, a few quick words may help ashapechanger evade detection. Chances are thatif the characters are suspicious of ashapechanger but unable to pierce its disguise,they turn to their Sense Motive skill to interro-gate the creature. A high bonus in Bluff helpsdefeat such tactics.

Skills that allow a shapechanger to enter anarea unnoticed can all prove critical as it tries touse its abilities to trick the characters. Hide,Move Silently, and Open Lock can all proveuseful to these creatures as they seek to stalktheir prey or observe a target. For similar rea-sons, skills that seem useless to a shapechang-er can prove quite useful in deflecting suspi-cion. A few ranks in a Craft, Knowledge, orProfession skill can help a shapechanger estab-lish a cover identity or better assume the placeof its victims. A doppelganger that replaces thattown smith had better hope he is capable offorging simple items if he wants his disguise tolast.

Equipment

Shapechangers must usually accept that a fairportion of the equipment they carry may proveuseless in many situations. A weretiger in ani-mal form has no use for a suit of chainmail,while a phasm that shifts from a human to acrocodile loses the benefits of its headband of

intellect. To help clear up which items remainactive when a shapechanger assumes a newform and those that deactivate, the followingguidelines break items down to each locationthey can be worn on and under which circum-stances and shapes they cease to work.

Headbands, hats, helmets, goggles, and eyelenses only continue to function if theshapechanger’s current form has an identifi-able, humanoid head. For example, a dog’shead is not the right shape to normally accept ahat but a centaur could wear a helmet.

Cloaks, capes, and mantles function only onhumanoid creatures or those creatures that havehumanoid torsos and heads. Otherwise, thecreature lacks the proper form to wear theseitems. A beholder could not wear a cloak, but amind flayer could.

Amulets, brooches, medallions, necklaces,periapts, and scarabs function on any creaturethat has a discernable neck. Most animals canwear these items around their throats, whiletruly strange creatures, such as a gibberingmouther, could not.

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Armor, robes, vests, belts, and shirts may onlybe worn by humanoids or creatures with ahumanoid upper body.

Bracers, bracelets, gloves, and gauntlets func-tion only if a creature has humanoid hands.Paws, claws, and talons are not properlyshaped to wear these items. Similarly, a crea-ture must have relatively normal humanoid feetto wear boots.

Rings can work on a very wide range of crea-tures. If you assume that a ring magically altersto fit fingers of all shapes and sizes, then a ringcan function on any creature that has claws,paws, or similar digits. Otherwise, the ringgoes inactive. For example, a crocodile or dogcould wear a ring, while an elephant could not.

Magic and Shapechangers

Shapechangers are innately magical creatures,whether they be doppelgangers, phasms, orlycanthropes. The magical items they producetend to support and enhance their ability toassume new shapes. Lycanthrope spellcasterscraft weapons, armor, and other artifacts thatprotect them from the danger of exposure andhelp control their involuntary changes to ani-mal form.

Magic Items

The following magic items are speciallydesigned to enhance shapechangers. They arenormally produced by shapechanging wizards,clerics, and other spellcasters.

Amulet of the Beast: Normally crafted fromwood or another simple, cheap material, theseamulets are manufactured by naturally bornlycanthropes to help control and torment thewerecreatures they infect. The amulet is acursed item that causes a –5 penalty on allControl Shape checks. When an evil werecrea-ture hears of a person inflicted with lycan-thropy, he may approach him under the guise ofa wiseman or friendly priest and offer him thisitem to help control his transformations.Obviously, the item does nothing of the sort.

Caster Level: 3rd; Prerequisites: CraftWondrous Item, daze; Market Price: 500 gp.

Amulet of Silver Repulsion: This plainlyadorned neckpiece appears to be nothing morethan a simple charm or keepsake. However,when the amulet’s wearer is attacked in combatwith a silvered weapon its true nature becomesapparent. The amulet exerts an invisible fieldof energy that wards away silver. Againstweapons manufactured or coated with thatmaterial, the wearer gains a +4 deflectionbonus to AC.

Caster Level: 5th; Prerequisites: CraftWondrous Item, mage armor; Market Price:1,000 gp.

Enchanted Gems

A common form of magic item amongst dop-pelgangers and phasms, enchanted gems holdthe magical potential of a specific item typesuch as bracers of armor or boots of speed.Gems are specifically designed to remain witha shapechanger as it assumes new forms. Touse these items, a shapechanger alters his fleshto create a small pocket within his body wherehe places the gem. Once this cavity is enclosed,the gem’s magic radiates through theshapechanger and grants him its benefits. Acreature may gain the benefits of one gem at atime. Creatures incapable of altering their formcannot gain any use from these items, thoughsages gladly pay the listed market price to gainthem. Any ring or wondrous item may be pro-duced in a gem version by increasing its marketprice by 10%. Shapechangers commonly pro-duce gems of armor, gems of protection, gemsof striding and springing, and so forth.

Gem of Many Shapes: An item unique to dop-pelgangers, this scarlet crystal allows thosecreatures to take the form of an inanimateobject. Each gem is encoded with three specif-ic items that the bearer may transform into.These items’ appearances are strictly and per-manently defined. For example, a gem thatallows a shapechanger to become a treasurechest, chair, or door lets him become three spe-cific items. The chair he changes into looks thesame every time he opts to take its form. Theitems selected must fall within the size parame-ters of the creature’s shapechanging abilities.

Caster Level: 15th; Prerequisites: CraftWondrous Item, polymorph any object; MarketPrice: 10,000 gp.

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Shapechanger Prestige

Classes

The following prestige classes are specificallydesigned to expand and alter the abilitiesemployed by phasms and doppelgangers.Lycanthropes and other shapechangers thathave access to a limited number of forms arebest suited to using standard prestige classesthat grant them additional abilities in theirhuman and hybrid forms. Remember, though,that many talents granted by prestige classesare still usable in a werecreature’s animal form.For example, a werewolf assassin could make adeath attack even when it is in wolf form.

Metamorphic Paragon

Amongst the shapeshifting doppelgangers andphasms, there exists a school of magic thatseeks to tie transmutation spells to the innateability to shift forms. While both of these racesare accomplished shapeshifters, neither cangain the magical abilities of the creatures theymimic. The students of this school of magic,known as metamorphism, seek to combine theirmagical talents with their naturally occurringability to assume new shapes. Through studyand practice, they learn to use their magicalknowledge to adopt the supernatural and spell-like abilities of the creatures they duplicate.

The disciples of this school of magic are knownas metamorphic paragons. In phasm and doppel-ganger society, they are respected as the mostpowerful spellcasters and sages in the land.Amongst other races, they are highly valued asspies, assassins, and mercenaries. Paragonscommonly travel to other lands and dimensionsin search of fascinating new creatures to dupli-cate, leading them to come into contact withhumans and other races quite often.

Hit Die: d4.

Requirements

To become a metamorphic paragon, a charactermust fulfill all the following criteria:

Race: Doppelganger or phasm.

Skills: Knowledge (arcana) 8 ranks, Spellcraft8 ranks.

Feat: Spell Focus (Transmutation).

Class Skills

The metamorphic paragon’s class skills (andthe key ability for each) are Alchemy (Int),Concentration (Con), Craft (Int), Disguise(Cha), Knowledge (any) (Int), Profession(Wis), Scry (Int), and Spellcraft (Int).


Class Features

All of the following are class features of themetamorphic paragon prestige class.

Weapon and Armor Proficiency: The meta-morphic paragon gains no additional proficien-cy with weapons, armor, or shields.

Metamorphic Initiate (Ex): At 1st level, themetamorphic paragon takes the first of manysteps to enhancing and mastering his racialability to alter his own shape and form. Helearns to use his magical abilities and arcaneknowledge to gain the supernatural powers ofthe creatures he mimics. At 1st level, he picksany three creatures with a CR 3 or lower.When he changes into those creatures, hegains the full use of their extraordinary,supernatural, and spell-like abilities. He

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follows all rules for those abilities as if he wasthe monster of the listed type, though his ownHD and ability scores apply as normal.

A paragon may only duplicate creatures he hasencountered and observed. He may “save” hispicks for later on in his adventuring career.After encountering a new creature, he may thenelect to spend his choice on that monster orcreature. The paragon may select any creaturewith this ability, even ones normally beyondhis shapechanging abilities. Part of theparagon’s studies teaches him how to transcendthe limits of his natural talents.

Power Manifestation (Ex): Three times perday, the metamorphic paragon may cause aslight change within himself that allows him tomanifest the abilities used by the three crea-tures whose forms he has mastered. Regardlessof his current form, the paragon adjusts hisbody to use one of the special abilities availableto his chosen creature types. This ability eitheroperates one minute per the paragon’s totallevel or has one use. For example, a paragoncould make one attack using the ghoul’s touchability or emit the troglodyte’s stench for asmany minutes as his total character level. As arule of thumb, any ability that requires anattack roll may be used once. Obviously, if theparagon is in one of his chosen forms his use ofthe appropriate abilities do not count againsthis daily limit.

Metamorphic Adept (Ex): At 3rd level, themetamorphic paragon’s ability to duplicate theabilities of specific creatures improves. He maynow mimic the capabilities of more powerful

creatures. On gaining this level, he selectsthree creatures of CR 5 or lower. He may

now duplicate any extraordinary, supernatural,or spell-like abilities they possess when heassumes their form. He must obey all rules forthose abilities as if he was a member of theappropriate species. He uses his own HD, abili-ty scores, and other statistics that his transfor-mation does not modify when determining theeffects of his newly gained capabilities. In addi-tion, he may use his power manifestation abili-ty to shift his body and use these powers in hisalternate forms. Otherwise, the rules for select-ing and using a creature type listed under themetamorphic initiate ability apply as normal.

Improved Power Manifestation (Ex): At 4thlevel, the metamorphic paragon learns to bettercontrol his chosen creature’s traits. He maynow manifest them six times per day. Abilitiesthat do not have an instantaneous duration nowhave a duration of 10 minutes per level.Otherwise, the rules for the power manifesta-tion class ability apply as normal. The paragonmay freely mix the use of the abilities hegained at 1st level and those he gained at 3rdlevel. This ability supercedes and replacespower manifestation. The paragon does notgain that ability’s three daily uses in addition tothis one’s allotment of six.

Metamorphic Expert (Ex): At 5th level, themetamorphic paragon broadens his knowledgeof creatures and their abilities. He may nowduplicate the special abilities of any creaturewhose challenge rating is 3 or less. He maygain these powers when he uses his racial abil-ity to change shape or with his power manifes-tation class ability.

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Metamorphic Paragon

Level Base Attack Fort Ref Will Special1 +0 +0 +0 +2 Metamorphic initiate2 +1 +0 +0 +3 Power manifestation3 +1 +1 +1 +3 Metamorphic adept4 +2 +1 +1 +4 Improved power manifestation5 +2 +1 +1 +4 Metamorphic expert6 +3 +2 +2 +5 Trained eye7 +3 +2 +2 +5 Metamorphic master8 +4 +2 +2 +6 Arch-metamorphic9 +4 +3 +3 +6 Ultimate power manifestation10 +5 +3 +3 +7 Metamorphic paragon

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Trained Eye (Ex): As the paragon studies theart of shapeshifting, he learns not only how toimprove his own abilities but to spot the talentof shapechanging in others. When the paragonencounters a shapeshifter or a creature underthe influence of a spell that altered its shape,such as polymorph other, he may make aKnowledge (arcana) check (DC 5 + theshapeshifter’s HD or caster level, as appropri-ate) to recognize the change and identify itssource. If the creature has the innate ability tochange its form, the DC is 5 + its HD. If a spellor item altered the creature, the DC is 5 + theeffect’s caster level.

Metamorphic Master (Ex): At 7th level, theparagon gains the knowledge necessary toduplicate the abilities of three creatures with aCR 7 or lower. Otherwise, this ability functionsexactly as metamorphic adept.

Arch-Metamorphic (Ex): At 7th level, theparagon gains the ability to use and duplicatethe abilities of all creatures of CR 5 or lower.

Ultimate Power Manifestation: At 9th level,the paragon gains the ability to duplicate abili-ties he knows nine times per day. In addition,powers with a duration last one hour per level.

Metamorphic Paragon (Ex): At 10th level,the paragon attains the pinnacle of his studies.He may now select three creatures of challengerating 10 or less. He gains the ability to dupli-cate those creatures’ abilities when he assumestheir form and adopt them for use with hispower manifestation ability.

The Student of 1000 Forms

Amongst the doppelgangers and their allies thephasms, a few of the more serious minded andstudious sages have studied the interplaybetween the martial arts practiced by humanoidraces and their in-born ability to alter theirshape and form. Centuries ago when the firstmonasteries formed, doppelganger infiltratorsposed as initiates to learn the secrets of martialarts. After mastering the basics of unarmedfighting, these creatures returned to their home-lands to spread the knowledge they learned. Asdoppelgangers and phasms often change shapefor the fun of it or to deal with a specific mis-sion, the prospect of a school of fighting thatdid away with weapons and armor proved quiteintriguing. Doppelganger mercenaries in par-ticular were attracted to the idea of a fighting

style that allowed them to travel incognito.After all, a swordmaster forced to travel as apeaceful hermit had best leave his weapons athome.

In the years since, a distinct style of martial artshas arisen amongst these races. Known as theschool of 1000 forms, this martial art teaches adoppelganger or phasm to use his shapeshiftingabilities to augment his martial arts training.The student of this school learns to use the mar-tial arts no matter what form he takes, studiestechniques to alter his body and improve hisstrikes, and learns to make specific adjustmentsin his form to aid him in combat. While theabilities displayed by a student of 1000 formsmay be awe inspiring to humans, amongst dop-pelgangers and phasms they are merely a nat-ural extension of the martial arts.

Hit Die: d8.

Requirements

To become a student of 1000 forms a charactermust fulfill all the following criteria:

Race: Doppelganger or phasm.


Feats: Improved Unarmed Fighting, StunningFist.

Class Skills

The student of 1000 forms’ class skills (and thekey ability for each) are Balance (Dex), Climb(Str), Concentration (Con), Craft (Int),Diplomacy (Cha), Escape Artist (Dex), Hide(Dex), Jump (Str), Knowledge (arcana) (Int),Listen (Wis), Move Silently (Dex), Perform(Cha), Profession (Wis), Swim (Str), andTumble (Dex).


Class Features

All of the following are class features of thestudent of 1000 forms prestige class.

Weapon and Armor Proficiency: The studentof 1000 forms gains no additional proficiencywith weapons, armor, or shields.

Martial Artist: The student studies themartial arts in a manner quite similar to

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the monk class. A student has the unarmedattack bonus, damage, armor bonus, and move-ment rate of a monk of the same level. If thestudent has levels in monk, the levels in thisprestige class stack with his monk levels todetermine his attacks, damage, AC, and speed.

Way of the Beast: The student of 1000 formslearns to blend his martial arts training with thenatural attacks he acquires when he changesform. The student gains an additional attackwith his current form’s natural weapons at hisbest base attack bonus – 2. He only gains thisbonus attack while in a non-humanoid form.The student may also replace any of the dam-age caused by his current form’s natural attackswith his martial arts unarmed damage. The stu-dent applies his knowledge of unarmed fight-ing to his current form, performing maneuversspecifically crafted to the strengths and bearingof his form. Otherwise, he uses his unarmedattacks as normal, gaining additional strikes ifhe has levels in the monk class.

Student of the Beast (Su): At 2nd level, thestudent of 1000 forms learns to partially alterhis form to combine the best natural traits andabilities from the variety of forms he has taken.The student partially transforms his body,granting himself the skin of an elephant, theclaws of a bear, and the teeth of a tiger. Thistransformation is very draining on the student,and he may only use it a total number of roundsequal to 10 + his Constitution modifier per day.In this state, his unarmed attacks deal +4 dam-age as he sprouts claws, he gains a +4 naturalbonus to AC as his skin transforms into rhinohide or a similar thick skin, and he gains a +2bonus to Strength, Dexterity, and Constitution.While in this form, the student uses hishumanoid unarmed strikes to make attacks. Hemust be in either his natural or humanoid form

to use this ability.

Distant Punch: The student of 1000 formsslowly learns to unlock the inner potential ofhis shapechanging ability. Rather than changehis body to match a creature he has previouslyseen, he now sculpts its form to fit his ends. Inbattle, the student throws punches that elongatehis arms and strike distant targets. With a prac-ticed kick, he rapidly grows his legs to slaminto a target with full force before retractingthem to establish his balance and prepare hisdefense. When making an unarmed attack orusing his form’s natural weapons, the studentgains an additional 10 feet of reach.

Master of Forms (Ex): At 4th level, the stu-dent’s control over his shapechanging abilitiesreaches a finer, more controlled form. He maynow make precise changes in his body to dealwith the opponents he faces. He may now optto deal slashing, piercing, or bludgeoning dam-age with his unarmed strikes. When he assumeshis student of the beast form, he may now dic-tate the exact changes he undergoes. For up to10 + his Constitution modifier rounds per day,the student gains a total of 16 points to spreadacross his Strength, Dexterity, Constitution,natural armor, and damage bonus. He mayspend no more than 8 points on any one ofthese at a time. Activating this ability is a freeaction, and the student may freely redistributethese bonus points before taking his actionsduring a combat round. The student does notneed to use this ability on consecutive rounds.He may use three rounds of this ability in a bat-tle, spend two more while resisting a poison,and the rest in battle against an assassin. Thestudent must be in his natural or human form touse this ability. The student gains this ability inaddition to his student of the beast class ability,but he may not use the two at the same time.

Beast of War: At 5th level, the student of 1000forms masters the full potential of his esotericmartial art. He may now use his student of the

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Student of 1000 Forms

Level Base Attack Fort Ref Will Special1 +0 +2 +2 +2 Martial artist, way of the beast2 +1 +3 +3 +3 Student of the beast3 +2 +3 +3 +3 Distant punch4 +3 +4 +4 +4 Master of forms5 +3 +4 +4 +4 Beast of war

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beast and master of forms abilities while in theguise of any creature. For example, a studentcould assume the form of a dire bear and thenuse his master of forms ability to enhance hisnatural armor class or boost his Strength.

Shapechanger Feats

When dealing with adventurers or trying toinfiltrate a target area, the shapechangers’ pri-mary strength is its ability to disguise itselfusing its natural ability. When pressed intocombat, shapechangers use this talent to sur-prise and overwhelm their foes with a rapidattack. The feats presented here introduce newuses for the basic shapechanging abilities. Theyallow a shapechanger to partially transform,fine tune his change, and otherwise exert agreater mastery over his talents.

Burst of Fury [General]

You change form and attack in one motion,catching your opponents off their guard andallowing you to deliver a devastating blow.

Prerequisite: Shapechanger, Rapid Transfor-mation.

Benefit: If you initiate combat by changingyour form and attacking, you may use the full-attack action against your foe with a partialaction. Your opponents are surprised by yourchange and stand gaping as your tear into them.

Normal: You may only make a standard attackusing a partial action.

Controlled Healing [General]

Your shapechanging ability allows you to con-sciously knit wounds and repair damage to yourbody. You shift the injured portions of yourbody to close wounds and staunch bleeding.

Prerequisite: Shapechanger.

Benefit: Each day, you may heal a total num-ber of hit points equal to your HD. Using thisfeat is a standard action that draws an attack ofopportunity. You may use this ability multipletimes per day, so long as the total damage youheal does not exceed your HD. For example, a12 HD weretiger could heal a total of 12 hitpoints per day. This healing may only beapplied to yourself.

Defensive Shapeshifting [General]

By timing your shapechange, you can causeyour opponents to misjudge your position andmiss with their attacks.

Prerequisite: Shapechanger, Rapid Transfo-rmation, Shapeshifter’s Dodge.

Benefit: You may hold your action to changeyour shape in response to an opponent’s attack.On that attack, you change shape and causeyour opponent to suffer a 50% miss chanceagainst you. Just as your opponent lines up hisattack, you change forms and leave him aimingat air.

Imprint Target [General]

By carefully studying a particular person, youlearn his mannerisms, motions, and modes ofspeech. If you later use your shapechangingability to duplicate him, you are difficult tospot as an imposter.


Benefit: For each day you spend studying aperson, you gain a cumulative +2 circumstancebonus to Disguise checks you make after usingyour shapechanging abilities to copy hisappearance. You may gain a maximum bonusof +10 with this feat.

Improved Partial Transformation

[General]

You have learned to better fine tune your trans-formations. You may gain additional physicalprowess by partially turning into your hybridform.

Prerequisite: Lycanthrope, Partial Transfor-mation.

Benefit: As Partial Transformation, but yougain half the ability score bonuses you normal-ly gain for shifting into your hybrid or animalform.

Special: You gain a +10 circumstance bonus toHide checks made to conceal your nature whileusing this feat.

Partial Transformation [General]

You have learned to master a great degreeof control over your lycanthropic trans-

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formations. Rather than turn into a hybrid oranimal, you augment your physical abilitieswithout revealing your condition.

Prerequisite: Lycanthrope.

Benefit: With a successful Control Shapecheck (DC 15) you can partially transform intoyour hybrid form. You gain one-quarter of thenormal ability score modifiers applied to yourbase scores when you change shape. If yourcheck fails by 10 or more, you involuntarilytransform into your hybrid form. Otherwise,you may try again. Using Control Shape in thismanner is a standard action that provokesattacks of opportunity.

Normal: A lycanthrope normally has onlythree forms, human, hybrid, and animal.

Special: While in this partially transformedstate, you look mostly human. However, sometraits of your lycanthropic form show through.A wererat may grow whiskers, while a were-bear may grow taller and wider. You may makea Disguise check with a +5 circumstance mod-ifier to conceal your status as a werecreature

while using this feat.

Rapid Transformation [General]

You have learned to take on a new form withincredible speed. While other shapechangersmust concentrate on their transformations, youshift shape with barely a thought.


Benefit: When using your shapechanging abil-ities, whether special abilities gained from yourcreature type or by a spell, you may changeyour shape as a free action. However, you mayonly change your form once per round.

Scent of the Beast [General]

Your animal nature shines through in social sit-uations, allowing you to more easily navigatethrough social situations.

Prerequisite: Lycanthrope, Partial Transfor-mation.

Benefit: You gain a +2 bonus to Intimidateskills as your animal fury lingers, barelyrestrained, beneath your normal facade. Inaddition, you gain Animal Empathy as a classskill. Your animal nature allows you to moreeasily relate to creatures.

Shapeshifter’ s Dodge [General]

You have honed your shapechanging abilitiesto such a degree that you can modify your formto dodge blows and roll with punches.

Prerequisite: Shapechanger, Dodge, RapidTransformation.

Benefit: On your action, choose an opponent.Against that foe, you gain a +2 dodge bonus toArmor Class against all attacks from that oppo-nent. On your action, you can select a newopponent against whom you gain this bonus.

Special: If you lose your Dexterity bonus toAC under any conditions, you also lose alldodge bonuses to AC.

Ultimate Partial Transformation

[General]

You learn to acquire many of the traits of youranimal form without changing your outwardappearance. Your gain an animal’s physicalprowess, special abilities, and skills whilemaintaining your human form.

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Prerequisite: Lycanthrope, Improved PartialTransformation.

Benefit: While in humanoid form, you gain theability score modifiers, special abilities, specialqualities, feats, and skills of your animal form.You must make a Control Shape check (DC 15)to gain these benefits. Otherwise, use the rulesdescribed under Partial Transformation.

Special: While using this feat, observers maynotice a subtle change about you. You gain a +5bonus to Disguise checks to conceal yourlycanthropic nature to observers while usingthis feat. You undergo very minor changes thatobservers may note.

Shapechanger Templates

The two templates presented here have dis-tinctly different uses. The dire lycanthropetemplate allows you to produce a host ofwerecreatures, from werebats to weresharks.This template is designed to allow you to throwa host of new lycanthropes at the characters.The splintered shapechangers template allowsyou to build creatures whose class abilitieschange along with their form. A doppelgangermay change to the form of an elf to cast a spell,then shift to human form to gain access to itsmartial arts skills. This template allows you toadd an additional layer of the unexpected toyour shapeshifters.

Dire Lycanthropes

In the deepest regions of the wilderness, thererun packs of wolves, tigers, and other creaturesled by a coterie of monstrous animals with witand intelligence to match their great strength.These great beasts demand servitude and trib-ute from the animals of the wilds, enforcingtheir rule with brutal strength and cunning tac-tics. While greenhorns may mistake them forbigger or stronger animals, experienced woods-

men know the signs of a dire lycanthrope.Unlike most werecreatures, these animals areinfected with a strain of lycanthropy thatallows them to transform from animals intohumans. In human form they are simple, burlybrutes, yet compared to the typical animal oftheir species they are brilliant strategists andplanners. Worse, their animal forms grow mon-strously large, surpassing the power and feroc-ity of all but the largest members of theirspecies.

Creating a Dire Lycanthrope

“Dire lycanthrope” is a template that may beadded to any animal. The animal’s creaturetype becomes “shapechanger.” It gains the abil-ity to transform into a human or a humanoidhybrid between its original and human forms.Furthermore, it becomes much stronger, faster,and tougher than the typical animal of its basetype.

A dire lycanthrope uses its base animal charac-teristics except where noted in Table 10–1above. Based on the animal’s size, it growslarger and gains more HD, a better attackbonus, and better saves.

Size: The base creature’s size.

New Size: The creature’s size after applyingthis template. Be sure to adjust the dire lycan-thrope’s attacks and AC to account for its newsize.

Hit Dice: The bonus HD added to the crea-ture’s current total.

Attack: The bonus added to the creature’s baseattack bonus.

High/Low Save: Subtract ability modi-fiers from the creature’s saves. The high-est saves gain the high bonus. The lower

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Table 10–1: Dire Lycanthrope Characteristics

Size New Size Hit Dice Base Attack High Save Low SaveDiminutive Medium-size +2 +1 +1 +0Tiny Medium-size +2 +1 +1 +0Small Medium-size +2 +1 +1 +0Medium-size Large +2 +1 +1 +0Large Huge +6 +4 +3 +2Huge Gargantuan +10 +6 +6 +3

ones receive the low bonus. The creature’s totalsaving throws are the newly modified valuesplus its ability modifiers.

Speed: Dire lycanthropes are larger and fasterthan their base animals, granting them a +10bonus to their speed.

AC: A dire lycanthrope has a tougher than nor-mal hide. Increase its natural AC bonus by +2.

Attacks: Dire lycanthropes use the attacks list-ed for their base creatures. However, with theirlarger claws and fangs, their natural attacksdeal more damage. Increase the damage dealtby one die type. For example, if the base crea-ture’s bite does 1d4 points of damage, the direlycanthrope version deals 1d6 points of dam-age. If the bite inflicted 2d6 points of damage,the templated creature’s bite would deal 2d8damage. Add modifiers for Strength as normal.

Face/Reach: Dire lycanthropes have a faceand reach based on their new size, as summa-rized below.

Size Face ReachMedium-size 5 feet by 5 feet 5 feetLarge 5 feet by 5 feet 10 feetHuge 5 feet by 10 feet 15 feetGargantuan 20 feet by 20 feet 20 feet

Special Attacks: Dire lycanthropes gain thefollowing special attack.

Curse of Lycanthropy (Su): An animal orhumanoid bitten by a dire lycanthrope mustsucceed at a Fortitude save (DC 15) or contractlycanthropy and become a dire lycanthrope.Humanoids infected in this manner gain theability to change into a dire lyncanthrope ver-sion of the creature that infected them. Inhuman form, they retain their own skills, abili-ties, and other statistics.

Special Qualities: Dire lyncanthropes aregranted the following special qualities.

Animal Magnetism (Su): The dire lycanthropeemits a palpable aura of strength, ferocity, andanimal dominance. It gains a pack of animalswhose total HD equals its own. These creaturesare the same species as the lyncanthrope’s baseform or are the dire equivalent. The animals inthis pack obey the lycanthrope’s every com-mand, even suicidal ones.

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Damage Reduction (Ex): Dire lycanthropesgain damage reduction 15/silver.

Lycanthropic Transformation (Su): As often asit wishes, a dire lycanthrope may change fromits animal form, to a hybrid humanoid versionof its animal form, or into a human. In humanguise, the dire lycanthrope retains the size,ability scores, and other traits of its animalform. Thus, dire lycanthropes are often mistak-en for giants or ogres.

Abilities: All dire lycanthropes gain a +4bonus to Intelligence, Wisdom, and Charisma.In addition, they gain bonuses to their physicalabilities depending on their size.

Size Str Dex ConMedium-size +4 +4 +4Large +6 +2 +4Huge +8 +0 +6Gargantuan +10 –2 +8


Splintered Shapeshifter

Amongst the various sorts of shapeshifters,there exist individuals who not only changetheir physical form but also alter their person-alities, skills, and memories when they assumea new guise. In some cases, this change is vol-untary and merely represents the manifestationof the different side of a single personality. Inothers, the new form is a wholly different per-son. The two personalities know nothing ofeach other and cannot remember the deeds theother has committed. Many lycanthropes expe-rience this state, especially when the infectedvictim’s alignment is radically different fromits animal form’s ethos.

Creating a Splintered Shapeshifter

“Splintered” is a template that may be added toany shapechanger. The creature’s base typeremains the same, as do most of its statisticssave for one important detail. A splinteredshapeshifter keeps track of class levels for oneadditional form aside from its standard one. Forexample, a splintered doppelganger may be a5th-level rogue, but when in the form of adwarf he becomes a 5th-level fighter. Whencreating a splintered shapeshifter, generate itsabilities for each class as normal. Select oneclass as its default ability and choose a single,specific creature it must turn into in order to

gain access to its second class. The splinteredshapeshifter uses the physical stats (Strength,Dexterity, Constitution) appropriate to its cur-rent form, but retains its Intelligence, Wisdom,and Charisma. Its remaining statistics are deter-mined as follows.

Hit Dice: The splintered shapechanger uses thehigher hit point total between its classes in allforms.

Initiative: The splinter gains the use of featsthat modify its initiative only when in a formthat has access to those feats.

Attacks: The splinter uses the base attackbonus appropriate to its current form’s class.

Special Attacks and Qualities: The splinteredshapeshifter gains the special abilities andattacks appropriate to its current form’s class.For example, a phasm that is an 8th-level wiz-ard when in the form of an elf cannot cast spellswhen it transforms into a cat or ogre.

Saves: Use the saving throw bonuses appropri-ate to the splinter’s current form and characterclass.

Skills and Feats: The splinter always hasaccess to the feats and skills that are normal forits race. It may only use skills and feats gainedthrough a class if it has access to a class in itscurrent form.

Challenge Rating: As base creature + 2. Thesplinter counts its highest class level fromamongst its classes as its level for purposes ofdetermining its CR.

Alignment: In some cases, a splinteredshapeshifter has a different alignment and per-sonality depending on its form. This is anoptional modification you may make depend-ing on the creature’s role in your campaign.Most splinters exhibit slightly different person-alities but stop short of exhibiting a wholly dif-ferent ethos. For example, a phasm may beaggressive and pushy when in a form with bar-barian levels and timid or cowardly when itassumes a guise with skill in the rogue class.

Advancement: When a splintered shapeshiftergains experience points, divide them equallybetween all its classes to determine itslevel. If the creature spends experience

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for any reason, it divides the loss evenlybetween all classes. When dividing an experi-ence gain, round down. When dividing anexperience loss, round up.

New Shapechanger Special


While this section presents a few special abili-ties exclusive to shapechangers, many of theabilities presented throughout this book areusable with shapechangers, particularly dop-pelgangers and phasms. With the control overtheir forms those two races enjoy, it stands toreason that they could modify their bodies togain the abilities of other races. As a rule ofthumb, any extraordinary (Ex) ability listed inthis book may be purchased by those two races.

Adrenaline Surge (Ex): Some shapechangershave attained such a fine-tuned control overtheir bodies that they can activate quick burstsof strength and endurance when they needthem. These creatures tune their bodies torelease pain killing hormones, adrenaline, andother chemicals to grant them a short spurt of

power. Once per day, the shapechanger gainsa +4 bonus to Strength, Dexterity, and

Constitution for 3 + its new Constitution mod-ifier rounds. Activating this ability is a freeaction.

Relative Cost: NA; Absolute Cost: 50 CP;Prerequisite: Shapechanger.

Alien Intellect (Ex): The shapechanger’s abili-ty to assume new forms extends to its personal-ity and psyche. The creature has a wholly alienway of viewing the world, making it immune toall mind-influencing effects. Magic designed toalter a creature’s thought process is uselessagainst their bizarre personalities, which minglehuman, animal, and alien patterns.


Amorphous Innards (Ex): The shapechangerlacks true internal organs. Its ability to alter itsform allows it to keep its internal organs in astate of continual flux. Its inner body is littlemore than a series of proto-organs floatingwithin a pool of organic goop. Should an organbe pierced by a weapon, the creature quicklyspawns a new one. As a result, the shapechang-er is immune to critical hits.


Horrifying Transformation (Ex): Someshapechangers assume their form in a clean,simple manner. Their bodies flow like liquidand quietly change to a different shape. Othersare not quite so subtle. Their bodies changewith horrifying grinding, ripping, and pulpytearing noises. Blood, bile, and other fluidspour from jagged holes torn in their bodies asnew organs and limbs sprout from their bodiesand old ones wither and die. When creatureswith this ability change their shape, all crea-tures viewing the event must make a Fortitudesave (DC 12 + the creature’s Charisma modifi-er) or suffer a –2 morale penalty to all attacksand checks for 1d4 minutes. Targets of thisability need only make one save against it perencounter.

Relative Cost: CR 2; Absolute Cost: NA;Prerequisite: Shapechanger.

Malleable Alignment (Su): Not only can someshapechangers alter their physical forms, butthey also have the magical ability to modify

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their magical and psychic signature. Whenchanging forms, shapechangers with this abili-ty may opt to alter their effective alignment forpurposes of all divinations. When targeted by aspell such as detect evil, the creature is alloweda Will save against the spell. Determine thesave DC as normal (10 + spell level + abilitymodifier).


Spawn Twin (Ex): Some doppelgangers andphasms have such incredible control over theirshapechanging abilities that each tiny portionof their bodies essentially counts as its own liv-ing creature. Normally, these bits of organiclife can survive independently but lack theintelligence to take any useful actions.However, some shapechangers have the abilityto spawn intelligence within their bodies.These creatures split a portion of their nervoussystem to take command of a section of theirbody and temporarily form a separate creature.Once per day, the shapechanger may split itselfinto two separate creatures. Each of these crea-tures has half the shapechanger’s current hitpoints and is one size category smaller than theoriginal creature. Otherwise, they use almostall the original creature’s abilities as normal.However, when changing shape the creaturescannot take on the form of a creature that islarger than their current size. Using this abilityis a full-round action that provokes an attack ofopportunity.

Relative Cost: NA; Absolute Cost: 50 CP;Prerequisite: Doppelganger or phasm.

Virulent Carrier (Su): Some clans of naturallycanthropes delight in spreading their curse toas many humans, elves, and other creatures aspossible. These creatures move through anarea, maul a few innocent farmers, then waitfor the eventual chaos and murder to spread intheir wake. The Fortitude save DC to resistcontracting lycanthropy from these creatures is20. Furthermore, these lycanthropes gain theability to spread their curse through woundsinflicted via piercing or slashing weapons, asper a wererat.

Relative Cost: NA; Absolute Cost: 100 CP;Prerequisite: Lycanthrope.

Sample Shapechanger

The doppelganger war fiend is a specializedshapechanger that serves as an elite warrior andassassin. Through training and focused medita-tion, the war fiend learns to focus its metabolismand transform itself into a howling devil in com-bat. Furthermore, in battle it can split into twocreatures, allowing it to flank and destroy its foes.

Doppelganger War Fiend

Medium-Size Shapechanger

Hit Dice: 6d8+18 (45 hp)Initiative: +1 (Dex)Speed: 30 ft.AC: 16 (+2 Dex, +4 natural)Attacks: 2 slams +7 meleeDamage: Slam 1d6+3Face/Reach: 5 ft. by 5 ft./5 ft.Special Attacks: Detect thoughtsSpecial Qualities: Alter self, immunities,

adrenaline surge,amorphous innards,spawn twin

Saves: Fort +6, Ref +6, Will+7

Abilities: Str 16, Dex 14, Con 16,Int 13, Wis 14, Cha 13

Skills: Bluff +12, Disguise+12, Listen +11, Spot+8, Tumble +7

Feats: Alertness, DodgeClimate/Terrain: Any land and under-

groundOrganization: SolitaryChallenge Rating: 4Treasure: Double standardAlignment: Usually neutralAdvancement: By character class

Unlike most doppelgangers, the war fiendprefers to remain in its natural form. Taller,stronger, and slightly faster than its relatives,the war fiend belongs to a royal house amongstdoppelgangers that serves as shock troops andknights in their distant realm. When travelingamongst other races, war fiends sell their ser-vices as warriors and assassins.

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CHAPTER ELEVEN

Undead

Powered by necromantic energy and relentlessin their drive to destroy all that is good in theworld, the undead are classic villains in fantasygames. At their root, they are evil creatures whocrave violence and power, and their magicalnatures make them terrifying opponents. Theseabilities make them dangerous not only becausethey threaten a character’s life, but they alsoweaken the party and make them much lesscapable of dealing with later encounters.Furthermore, many undead special attacks arebinary abilities. They either leave their victimsunaffected or leave him dead or completelycrippled. A ghoul’s paralyzing touch is the quin-tessential binary combat ability. A character’ssave against it can dictate whether he survivesan encounter or perishes. Luckily for adventur-ers, the cleric’s ability to turn undead and hisspells specifically designed to destroy thesemonsters render them vulnerable to well-pre-pared parties.

In the core d20 System, the following monstersfall into the undead category: allip, bodak,devourer, ghast, ghoul, mohrg, mummy, night-crawler, nightwalker, nightwing, shadow, skele-ton, spectre, vampire spawn, wight, wraith, and

zombie. The following templates yieldundead creatures: ghost, lich, and vampire.

Building Undead Creatures

The undead’s greatest asset is their wide rangeof special abilities, particularly attacks that dealpermanent or potentially permanent damage toadventurers. Negative levels and ability drainare common amongst undead monsters. Asidefrom skeletons and zombies, who are littlemore than cannon fodder even in large num-bers, undead creatures present roadblocks thatcould potentially derail an entire party with afew lucky (or unlucky, as the case may be) dierolls. The undead’s greatest weakness is thecleric’s turning ability. One flick of the holysymbol can send an undead creature runningfor cover or reduce it to a pile of ash. Thus,undead work best with classes, abilities, andfeats that maximize their ability to deliver theirspecial attacks and counteract the cleric’s turn-ing ability.

Classes

The cleric class is perhaps the most importantone available to the undead. As evil clerics,they can bolster their fellow undead or eventhemselves against the turning attempts ofgood or neutral clerics. Remember, the cleric’sability to turn is the most important weapon the

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dcharacters have against the undead. An evilcleric, especially an undead one, is vital to pre-serving undead monsters in the face of a high-level cleric or one with a good Charisma score.The cleric’s solid base attack bonus, goodsaves, and domain abilities make it the bestoption for most undead. Furthermore, manycleric spells are designed specifically to aidundead creatures. Desecrate is an excellentspell for undead spellcasters as it both bolstersundead and hinders turning attempts againstthem. As only a 2nd-level spell, it should befound on the lists of any evil cleric you buildabove 3rd level.

The fighter class is an excellent choice forundead creatures that deliver special effectswith their melee attacks, such as ghouls andwights. These monsters benefit greatly fromthe good base attack bonus, bonus feats, and hitpoints provided by the fighter class. Feats suchas Weapon Focus or Weapon Finesse allow anundead creature to hit more often and thusforce more saving throws against their specialabilities. Feats that grant additional attacks,such as Combat Reflexes, also allow anundead’s special attacks to come into playmore often than normal.

Of the remaining combat-focused classes, thebarbarian is by far the worst choice for anundead monster. As the undead lackConstitution scores, they cannot rage for longand lose the advantage of gaining extra hitpoints while raging. With the barbarian class’sprimary ability crippled, it makes little sense toselect that class for use with the undead.Rangers work best while armed with weapons.Since most undead rely on claws and biteattacks, they gain little from that class’s combatabilities. Obviously, undead paladins are rathernonsensical in most campaigns.

The rogue and bard classes are both goodchoices for undead with good Dexterity scores.Both of these classes are good at sneaking upon their enemies, allowing them to attack fromsurprise and improve their chances of subject-ing characters to their special attacks. Manyundead creatures already have ranks in Hideand Move Silently. Gaining levels in eitherrogue or bard helps improve these already for-midable talents. The rogue’s sneak attackimproves the damage potential of the undead’sattacks, while evasion and uncanny dodge bol-ster their defensive abilities and help compen-

sate for their often low hit points. Since undeadlack Constitution scores, they have fewer hitpoints on average than creatures with the samenumber of HD.

The arcane spellcasting classes are fair choicesfor the undead. While fireball may deal damageto the party, generally speaking an undead’senergy drain or other abilities are more useful.An undead wizard’s best choices are support-ing spells such as bull’s strength and haste.These make it easier to deliver energy drain orparalyzing attacks against the PCs and are alsousable on minions. Generally speaking,though, most undead creatures have enoughspecial abilities that spellcasting does not adduseful, new dimensions to the creature.However, since undead are often designed towork in conjunction with a living necromanceror cleric it is worth noting a few spells thatwork well with them. The various wall spells,such as wall of stone, work very well withincorporeal undead. A spellcaster simply encas-es a character within a wall or uses one to sep-arate him from the rest of the party or trap himin a dead end. The incorporeal undead thensimply move through the barrier to attack.Cone of cold is an excellent spell when used inconjunction with skeletons, who can form adefensive wall and absorb blasts of cold energywithout taking damage owing to their immuni-ties. In general, spells that leave undeadunharmed but threaten the characters are excel-lent choices for necromancers. Simply allowthe wizard’s undead minions to rush forwardand keep the characters busy while the necro-mancer blasts the area with spells that cannotpossibly injure his minions.

Feats

As noted above, feats that improve an undeadcreature’s accuracy in combat and number ofattacks are good choices. Weapon Focus makesghouls, wights, and similar creatures much moreeffective in combat, while Improved Initiativeallows them to attack flat-footed characters orget in a few attacks before the party can destroythem. Dodge, Mobility, and Spring Attack forma nice chain for undead creatures. Consideringtheir HD, most undead have poor base attackbonuses. These three feats allow undead to sur-vive slightly longer in combat, while Mobilitymakes it easier for them to move past theheavily armored fighters and attack poorlyarmored spellcasters and rogues.

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Most of the remaining feats have no specialutility for undead creatures. Armor Proficiencycan help them boost their protection, thoughagainst a cleric no amount of armor helps wardoff turning checks. Blind-Fight has its obvioususes, and an encounter in a region of deeperdarkness is quite appropriate to the undead’sspecial abilities and background. ImprovedUnarmed Strike is a waste on most undead, asthey tend to rely on natural weapons, butStunning Fist and Deflect Arrows both requireit as a prerequisite. Stunning Fist may some-times prove useful to undead who rely on spe-cial attacks, as it adds an additional effect totheir attacks that could potentially cripple acharacter. The stunning effect in and of itself isnot dangerous, but it sets a character up forsubsequent paralyzing touch and level drainattacks.

Power Attack and its cousins may seem liketempting picks, but most undead have little usefor them. Unless you design a templatedundead creature, such as a vampire with fight-er levels, these feats force undead creatures tosacrifice accuracy or their special attacks inorder to use them. A few extra points of dam-age are meaningless to a creature that can drainlevels. Cleave and Great Cleave are tempting,as they grant bonus attacks, but the usualcaveat that characters gain far more from thesefeats than monsters do still applies. Againsthigh-level characters, Cleave or Great Cleavemay come into play once per combat. In con-trast, an undead creature can use Dodge onceper round.

Skills

As undead creatures generally have powerfulspecial attacks but poor hit points and baseattack bonuses, the most appropriate skills forthem allow them to move close to their targetswithout drawing attacks. The classic rogueskills Hide and Move Silently are excellentchoices for the undead. Even if an undead crea-ture must take cross-class ranks in these two,all but the most powerful creatures can gain usefrom them. Skills that allow the undead toattack from unexpected directions also allowthem to strike with surprise. Balance, Climb,and Jump are good choices for giving undeadcreatures good positions at the start of an

encounter or allowing them to approach theparty from an unguarded quarter. Balance in

particular is an oft-overlooked skill. A fewropes suspended near a cavern ceiling may notdraw much attention from the PCs, but a packof ghouls could use them to tightrope walk overthe characters and leap upon them from aboveand behind. Chances are that even the mostexperienced player may forget the Balanceskill’s application in that situation.

Equipment

While most undead have natural armor andDexterity bonuses, they tend to have poor ACs.Light armor, such as a chain shirt, can go a longway toward improving their survivability in anencounter. While it may be tempting to outfitundead creatures in medium or even heavyarmor, such a move may reduce their effective-ness. Creatures such as wights and ghouls needto close with the characters as quickly as possi-ble to use their special melee attacks. Heavyarmor slows these creatures and subjects themto more turning attempts, spells, and missileattacks than they normally must withstand.Some undead creatures, such as skeletons andzombies, are suited for heavy armor becausethey can appear in great numbers (as they havelow CRs) and are fragile enough that a singleblow can destroy them.

Similarly, weapons are useful only to the weak-est undead. A devourer is much better servedusing its energy drain rather than wielding agreatsword or other weapon. If an undead crea-ture has a special attack that activates when ithits in combat, it should not normally rely on aweapon. However, some armaments are quiteuseful to these creatures. Weapons that immo-bilize a PC or worsen a character’s AC serve asexcellent complements to an undead’s energydrain attacks. Nets are perfect for this role,while flails used to make trip attacks also havetheir uses. While a net requires the ExoticWeapon Proficiency feat to wield normally, anet requires a touch attack to hit, offsetting thenon-proficient penalty. A wight armed with anet can trap a fighter and either move past himto attack (and level drain) other characters orpounce on the immobilized warrior.

Magic and the Undead

Channeled divine energy is the bane of theundead. A cleric can call upon his gods to dis-sipate the very energy the undead rely upon tomaintain their existence. Undead clerics, and

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dthose clerics who work with undead creatures,have developed a few spells to help counter theeffects of divine energy.

Fortify Turn Resistance

Necromancy

Level: Clr 3Components: V, SCasting Time: 1 actionRange: TouchTarget: Creature touchedDuration: 1 minute/levelSaving Throw: Will negates (harmless)Spell Resistance: Yes (harmless)

As imbue with turn resistance, but this spellgrants a +1 bonus for every three caster levels.

Imbue with Turn Resistance

Necromancy

Level: Clr 1Components: V, SCasting Time: 1 actionRange: TouchTarget: Creature touchedDuration: 1 minute/levelSaving Throw: Will negates (harmless)Spell Resistance: Yes (harmless)

The subject of this spell gains a +1 enhance-ment bonus to his turn resistance rating.Creatures without turn resistance gain turnresistance 1. This bonus stacks with a crea-ture’s existing turn resistance but multipleenhancement bonuses do not stack.

Magic Items

In addition to the spells listed above, some cler-ics opt to produce talismans, necklaces, andother adornments that permanently providetheir minions with increased protection againstthe scourge of divine energies.

Talisman of the Grave: This necklace, craftedfrom finger bones and other fragments from thedead, grants its wearer an enhancement bonusto his turn resistance rating. A creature withoutturn resistance gains it at the listed bonus.

Caster Level: 5th; Prerequisites: CraftWondrous Item, fortify turn resistance, cre-ator’s caster level must be three times bonus

granted by the talisman; Market Price: 500 gp(+1), 2,000 gp (+2), 5,000 gp (+3), 8,000 gp(+4), 14,000 gp (+5), 22,000 (+6).

Turning and Undead Clerics

While the turning rules do not specifically statethis is the case, an undead cleric may use hisbolster undead ability to bolster himself againstturning attempts. Furthermore, a turned undeadcleric has the option to dispel turning on him-self, but no other targets, once he is turned. Thecleric does not roll to see how many HD ofundead he can affect with this ability. Instead,he automatically removes it from himself.Similarly, an undead cleric may use its dispelturning ability to counter an evil cleric’sattempts to rebuke him, but he may not use it toremove the mental control an evil cleric hasover him due to turning.

Undead Prestige Class

While vampires and lichs very commonly fol-low prestige classes, few other undead have theintelligence and training to master a prestigeclass. Instead, most rely on their natural attacksand ferocity to defeat their enemies. However,in some cases an undead creature is so tightlybound to an area and infused with such power-ful necromantic magic that he alters and warpsthe world around him. The result is a malignantoverlord, an undead creature who commandsthe area he chooses to haunt.

The Malignant Overlord

Given their origin in necromantic magics andpower drawn from the negative energy plane,undead creatures are invariably highly magicalin nature. Arcane or divine power is their life’sblood. It saturates their beings and is the sourceof their very existence. Some undead creaturesgrow so powerful that the magical energy thatsustains them bleeds out to affect the worldaround them. Dungeons inhabited by thesecreatures twist and turn to reflect theirgrotesque desires and unwholesome nature.The cave walls twist and distort to reveal leer-ing, skeletal forms. The water within the placegoes foul and poisons anyone who drinks it. Amansion infested with an undead creaturegrows cold and drafty in the summer, while theplace’s inhabitants suffer bad luck, accidents,and fall ill.

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Undead creatures capable of exerting their willare thankfully rare, but when they manifesttheir powers are terrible to behold. Known asmalignant overlords, these unliving monsterspervert the world around them and bend it totheir will. Lesser undead creatures flock totheir side in order to serve a powerful master,while their seemingly mundane lairs becomepowerful weapons in and of themselves.Malignant overlords arise when a powerfulundead creature earns the favor of a blasphe-mous god or unlocks the secrets of necroman-tic magic. Other times, an undead rival maydefeat a malignant overlord and inherit thisclass’s mantle, gaining the powers and minionsafter proving himself a worthy successor to hisconquered rival.

Hit Die: d12.

Requirements

To become a malignant overlord, a charactermust fulfill all the following criteria:

Charisma 14+.

Creature Type: Undead.

Special: An undead creature that seeks to jointhis class must first either find and defeat acreature with levels in it or receive a boon froma fell deity. This boon may be granted in returnfor an oath of fealty or to help an undead crea-ture fulfill a goal beneficial to the god’s cause.

Class Skills

The malignant overlord’s class skills (and thekey ability for each) are Animal Empathy(Cha), Bluff (Cha), Hide (Dex), Intimidate(Cha), Listen (Wis), Move Silently (Dex),Read Lips (Wis), and Spot (Wis).


Class Features

All of the following are class features of themalignant overlord prestige class.

Weapon and Armor Proficiency: Malignantoverlords gain no additional proficiency withweapons, armor, or shields.

Haunting Presence (Su): The very air arounda malignant overlord is saturated with banefulenergy and necromantic magic. The areaaround the overlord is considered to be underthe effects of the following spells at all times:bane, desecrate, and magic circle againstgood. For purposes of desecrate, the malignantoverlord counts as a living altar or shrine to itsdeity. Each of these effects is a supernaturalability that operates as if cast by a 15th-levelcleric. The malignant overlord continuallyemits these effects. If any of them are coun-tered or dispelled by an opposing spell, theeffects return once the malignant overlordleaves the canceling spell’s area of effect. Forexample, an overlord targeted with a conse-crate spell regains the bonuses of his desecrateability when he moves away from the conce-crate spell’s area of effect.

Domain of Terror I: At 2nd level, the areaaround the malignant overlord changes toreflect his patron’s power and the depths of hisevil. The malignant overlord selects an areawith a 100-foot radius. This region can be abuilding, a stretch of forest, a portion of a dun-geon, or a similar space. Within this area, allfood spoils, all water becomes fouled(Fortitude save DC 20 or suffer one point oftemporary Constitution damage per drink), andturning becomes much more difficult. All turn-ing attempts suffer a –3 penalty to theCharisma check made to determine the maxi-mum HD of undead affected. The entire areabecomes dark and malevolent. Lights cast a

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Malignant Overlord

Level Base Attack Fort Ref Will Special1 +0 +0 +0 +2 Haunting presence2 +1 +0 +0 +3 Domain of terror I3 +1 +1 +1 +3 Domain of terror II4 +2 +1 +1 +4 Terrible presence5 +2 +1 +1 +4 Domain of terror III

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faint, yellowed glow, trees and other plantsslowly become twisted, thorny, and deformed,and natural animals leave the area. All crea-tures entering this area must make a Will save(DC 15) or suffer a –2 morale penalty to allattacks, checks, and saves.

Domain of Terror II: As the malignant over-lord’s evil aura grows stronger, his region ofcontrol becomes darker and more inimical tolife. Any good-aligned creature in the overlord’slair must make a Will save (DC 25) or sufferdelusions and temporary insanity while withinthe overlord’s chosen area. This madness caus-

es a –2 penalty to Wisdom and a 10% chancethat any divine spell cast by a good characterfails to function as normal. Characters under theeffects of this ability see horrible creatures outof the corner of their eyes, hear faint, distantscreams and echoes, and have the oppressivefeeling that they are being watched.

Terrible Presence (Sp): At 4th level, themalignant overlord becomes an avatar ofnecromantic magic and his god’s unholypower. He gains the ability to cast animatedead, unholy aura, and unholy blight as a15th-level cleric once per day each.

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Domain of Terror III (Sp): At 5th level, themalignant overlord becomes the supreme masterof his chosen lair. Nothing happens there with-out his knowledge, and his ability to manipulateand alter events there achieves its most potentlevel. The malignant overlord gains the ability tocast telekinesis as a 15th-level wizard while inhis chosen lair. This spell ability may only beused against objects and creatures who are with-in his domain. Inanimate objects within theoverlord’s lair obey his bidding, lashing out toattack intruders and blocking their exit. In gameterms, the malignant overlord may cast animateobjects as a 15th-level cleric three times per day.Objects animated in this manner must standwithin the overlord’s lair and cannot leave it.

Undead Feats

While most undead lack the drive or intelli-gence to master advanced combat styles, somelearn to use their undead status to their advan-tage in battle. The feats presented below arisefrom an undead creature’s intuitive understand-ing of its nature and abilities. Few of them aretaught in any formal manner. Most of thesefeats draw on the undead’s unique status. Asdead creatures, they feel neither pain nor weari-ness. Spellcasting undead find that their stategrants them an increased ability to manipulatenecromantic magic.

Death Grip [General]

You are adept at using your claws to throttleyour opponents. As an undead creature, youignore the pain that causes other creatures tobreak their grapples and allow their foes to slipfree. Thus, you can expose yourself to attackswhile grappling that other creatures shrinkaway from.

Prerequisite: Relentless Grip, undead.

Benefit: While grappling a creature, you mayopt to strangle your opponent. You latch yourclaws around his throat and squeeze. You auto-matically deal damage for one claw attack. Inaddition, your opponent suffers a –6 penalty toany Escape Artist checks or grapple checks toescape your hold.

Death’ s Minion [General]

Terrible blows that would slay a living creaturehave little effect on your decaying, undeadbody. Your foes, seeing this, are overcome

with the fear that their feeble efforts are uselessagainst you.

Prerequisite: Undead, Intimidation skill.

Benefit: When an opponent scores a criticalthreat against you, you may immediately makean Intimidate check against him. If this checksucceeds, your opponent suffers a –1 moralepenalty on all attacks against you.

Fury of the Dead [General]

When you enter your battle rage, you draw onthe unholy energies that provide for your exis-tence. While the flesh and blood of the livingmay fail, the living dead battle on.

Prerequisite: Undead, ability to rage.

Benefit: When using the barbarian class’s rageability (or similar capabilities available toberserkers and other classes) you count yourConstitution score as 20 when determininghow long your rage lasts.

Normal: As undead do not have Constitutionscores, they gain no bonus or penalty to theirrage’s duration.

Special: Your effective Constitution score onlyapplies to determining how long you may rage.It does not grant you the extra hit points a liv-ing creature receives while raging.

Grim Focus [General]

Your focus on your spells is sharpened in partby your undead state. Such trivial concerns ofthe living as hunger, emotions, and physicalpain fade away when you complete a preparedspell or focus on a similar action that requirescareful concentration.

Prerequisite: Undead.

Benefit: You gain a +4 racial bonus to allConcentration checks, including those made tosuccessfully cast spells.

Grim Reaper [General]

As an undead creature, you do not feel painfrom most physical blows. In battle, you canignore blows that would ruin another’s focusand force them to go on the defensive. Instead,you press the attack.

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dPrerequisite: Undead.

Benefit: When making a melee attack, youmay elect to take a –2 dodge penalty to AC inreturn for a +2 bonus to hit. This penalty lastsuntil your next action. Your attack bonusapplies to all attacks you attempt that round.

Special: The bonus provided by this featapplies only to melee attacks, not ranged ones.

Iron Grip [General]

You reach forth to grasp your opponent’sweapon, tearing it from his hand while ignoringthe pain such a maneuver causes you.

Prerequisite: Undead, Death Grip.

Benefit: You may make a grapple attack toseize an opponent’s weapon. Initiate the grap-ple as normal, but rather than grab your oppo-nent you grab his weapon. Make a melee touchattack at a –4 penalty. If you hit, you grasp theweapon and now may make an opposedStrength check to take the weapon into yourhands. If you grasp an edged weapon, you takedamage appropriate to the weapon’s type. Youropponent’s Strength modifier does not apply tothis damage, but any other modifiers do.

Legion of the Damned [General]

The powerful necromantic magic that createdyou allows you to control and command otherundead creatures through the sheer force ofyour personality.

Prerequisite: Undead, HD 6+.

Benefit: You gain a coterie of undead creaturessimilar to the followers and cohort granted bythe Leadership feat. Your Leadership scoreequals your challenge rating plus yourCharisma modifier. Rather than gaining fol-lowers with class levels, you gain undead crea-tures based on their challenge rating. The tablebelow summarizes the conversion between fol-lower level and undead creature CR. Yourcohort’s CR may be no greater than the cohortlevel – 2 listed for your Leadership score.

Follower Level Undead Follower CR1 1/22 13 24 35 46 5

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Negative Energy Attunement [General]

Your undead status grants you a special align-ment with necromantic energy. As a creaturecreated by such spells, you have tremendouscontrol over them and can wield them betterthan living casters.

Prerequisite: Spell Focus (Necromancy),Undead.

Benefit: When casting a spell from the necro-mancy school of magic, you count your casterlevel as one higher for all purposes of resolvingthe spell’s effects.

Relentless Grip [General]

You are relentless when an enemy is in yourgrasp. While living creatures loosen their gripdue to pain and injuries, you maintain yourhold on an opponent.

Prerequisite: Undead.

Benefit: When initiating a grapple, you do notfail to start a grapple if your opponent’s attack

of opportunity hits you.

Normal: When attempting a grapple, the

target of your attack is allowed an attack ofopportunity. If this attack hits, your grappleautomatically fails.

Speaker of the Dead [General]

While mortal casters cannot penetrate theminds of the undead, your experience andundead state allow your spells from theenchantment school to affect such creatures asnormal.

Prerequisite: Undead, Spell Focus (Enchant-ment).

Benefit: Undead creatures lose their creaturetype immunity to mind-influencing effects,sleep, paralysis, and stunning caused by spellsyou cast. For example, you can use charm mon-ster to gain the services of an allip or similarundead monster.

Special: Note that charm person and similarspells affect only humanoids. Thus, undead arestill immune to them even if you possess thisfeat. Undead lose their explicit immunity, butas their creature type does not fall under thecategories the spell affects they are immune toit. The undead’s base creature type does notchange to one vulnerable to spells due to thisfeat.

Undead Templates

As products of an often directed, intentionalprocess, the undead come in a wide range offorms. The templates presented here representhow a necromancer, cleric, or god may alter hisminions in order to improve their already for-midable abilities. In some cases, the productsof these templates share little resemblance withtheir original forms.

The Bloated

Their bodies swollen with disease, rot, and thefell influence of necromantic magic, the bloat-ed are undead, walking time bombs. Bloatedundead are larger, swollen versions of theirbase creature. Their skin is pulled tight like aballoon and is barely capable of holding in theputrid gas and diseased fluids held within itsbody cavities. In battle, they absorb woundsthat would destroy other undead creatures.When they are finally defeated, their bodiesexplode as the putrid, disease-ridden gases andfluids trapped within them violently escape.

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Creating a Bloated Undead

“Bloated” is a template that may be added toany undead creature that has a corporeal form.Undead creatures that do not have fleshy bod-ies, such as skeletons, may not receive this tem-plate. The DM should judge whether an undeadcreature has a body capable of developingextreme rot. The following undead creaturesshould normally qualify for this template:bodak, devourer, ghoul, ghast, mohrg, mummy,vampire, vampire spawn, wight, and zombie.

Hit Dice: Bloated undead gain two additionalHD. Their swollen, rotted bodies can absorb alot of punishment.

Speed: With their tortured, bulkier forms,bloated undead can only shuffle along slowly.They reduce their speed by 10 ft., to a mini-mum of 5 ft.

Special Attacks: In addition to their base spe-cial attacks, bloated undead gain the ability tospread disease and corruption.

Putrid Touch (Su): Any creature struck by abloated undead’s claws, bite, or other naturalattacks automatically becomes the target of acontagion spell as cast by a 10th-level sorcerer.

Special Qualities: All bloated undead gaindamage reduction 2/–. This DR applies to allattacks, spells, and other effects. In addition totheir base special qualities, they gain the fol-lowing ability.

Death Blast (Ex): When a bloated undead isreduced to 0 hit points, the gases and fluidstrapped within its body escape from itsdestroyed form in a violent explosion. All crea-tures within a 20-foot radius must make aReflex save (DC 15) or suffer 1d6 points ofdamage for every two HD the bloated undeadhad. In addition, every creature within this areais affected by a contagion spell cast by a 10th-level sorcerer.

Abilities: Str +4, Dex –4. Bloated undead arestronger but slower and clumsier than normal.

Challenge Rating: As base creature + 2.

The Cloaked

Some necromancers are capable of preservingtheir subject’s body, granting the undead crea-ture they create a seemingly normal outwardappearance. A cloaked zombie appears as aslow moving, stumbling, but otherwise normalperson. A cloaked ghoul walks openly on thecity streets without fear of discovery. Cloakedundead are physically intact and bear no othertelling traces of their true nature.

Creating a Cloaked Undead

“Cloaked” is a template that may be added toany Medium-size undead creature with a phys-ical body. At the DM’s option, certain creaturesthat rely on a strange or alien appearance maynot receive this template. As a rule of thumb,the following undead qualify for this template:ghoul, ghast, mummy, vampire, vampirespawn, wight, and zombie. Other undead crea-tures such as skeletons or devourers are toofundamentally different in form from a livingcreature to gain this template.

Special Attacks: The cloaked undead retainsits original special attacks and gains thefollowing new one.

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Unsuspecting Strike (Ex): When the cloakedundead attacks a surprised opponent, it may useits partial action to make a full attack. Theundead creature’s innocent appearance shocksits opponents and allows it to gain an extramoment to make its attacks.

Special Qualities: Cloaked undead retain allthe base creature’s special qualities. In addi-tion, they gain the following:

Cloak of Deception (Ex): The cloaked undeadappears to be a wholly normal, living memberof its original race from mortal life. This abili-ty is not magical in nature, as the creature’sbody is preserved in such a manner as to main-tain its original form. However, a few minortraits belie this facade. For example, a cloakedundead may have a slight charnel smell or beextremely cold to the touch. Anyone attemptingto study the cloaked undead’s disguise mustmake a Spot check against the creature’sDisguise check. The cloaked undead may optto Take 10 on this check if it so chooses.

Gilded Tongue (Sp): Once per day, a cloakedundead may cast the following spells as a 10th-level sorcerer: detect thoughts, hypnotism, andmisdirection.

Abilities: The cloaked undead gains a +2bonus to its base Charisma score.

Skills: All cloaked undead gain six ranks inBluff, Diplomacy, and Sense Motive. Theseranks are in addition to those gained from classlevels or possessed by the base creature.


The Relentless

The undead are powered by the unending, bale-ful influence of necromantic magic. A severedlimb may kill a man due to shock and bloodloss. A zombie or skeleton merely shrugs offsuch a blow and continues fighting until it ishacked to pieces. The undead are, in essence,spirits or bundles of magical energy that use aphysical body as a vehicle or container. Despitemassive damage to an undead creature’s physi-cal body, it can continue to pursue its goals solong as its body is relatively intact and themalign influence that powers it is undisturbed.The relentless dead are the embodiment of this

principle. Whether through the influence ofdark magic or some other process, their

bodies continue to fight on after they have beenhacked to pieces. A relentless zombie’s severedarm crawls across the floor to claw at its foes,while a relentless lich’s skull continues to castspells after it clatters to the floor.

Creating a Relentless Undead

“Relentless” is a template that can be added toany corporeal undead. The creature uses itsbase stats and abilities except as noted here. Aspellcaster who uses magic to produce undeadcreatures may grant them the relentless tem-plate by spending eight times the listed gpvalue for his spell’s material components.

Hit Dice: Relentless undead can absorb morepunishment than their normal cousins. Theygain an additional two HD.

Special Attacks: If a relentless dead attacksthe same target as one or more of its severedlimbs (see below) both its attacks and its limbs’attacks count as flanking their target. Therelentless dead can coordinate its attacks tocatch its victim off guard and exploit gaps inhis defenses.

Special Qualities: Relentless undead gain sev-eral abilities due to the extraordinary power ofthe magic that created them or the malign forceof will that compels them to persist after death.Perhaps the most powerful ability they gain isfast healing 3.

The relentless undead’s physical form is so utter-ly imbued with necromantic magic that the crea-ture’s limbs, including its head, continue to obeyits will should they be severed from its body. Incombat, a hit with an edged weapon that dealsdamage greater than or equal to twice the crea-ture’s HD severs one of its limbs. Use the tablebelow to determine the exact effect of a lost limband that limb’s subsequent actions. Re-roll anynonsensical results. For example, a creature thathas already lost both its arms cannot lose a thirdone. An independent severed limb retains therelentless undead’s fast healing ability.

Once a relentless undead loses a body part, thatpart acts on the undead’s initiative count andoccupies a space adjacent to the undead crea-ture. Optionally, you can use the grenadelikeweapon rules to determine where the severedlimb lands. Treat the limb as a thrown weaponthat travels 2d6+3 feet from the space occupiedby the relentless undead.

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d6 Limb Result1 – 5 Arm The creature’s arm falls to the

ground and begins clawing towardsthe nearest opponent. The arm actsas an undead creature with one-quar-ter the relentless undead’s HD andhit points. If the undead creature hada claw attack, it may use that attackonce per round at the creature’s bestbase attack bonus. Its speed is halfthat of its base creature. A severedarm counts as a creature two size cat-egories smaller than the relentlessundead. Otherwise, it shares all theparent creature’s statistics.Relentless undead capable of castingspells may still use their incantations,but on any round they do so theirsevered arms may take no actionother than to perform any somaticspell components. The severed armmay deliver touch spells cast by therelentless undead. A spellcastingundead that has both its armsdestroyed may not use spells withsomatic components. Obviously, therelentless undead loses any attacks orabilities dependent on having the lostarm except as noted above.

d6 Limb Result6 Head With a great swipe of a sword or

axe, the relentless undead’s headclatters to the ground. A decapitat-ed relentless undead creature con-tinues to fight as normal. It relieson its head for sight and hearing,but continues to act as normal. Thehead may bite any creature thatenters its square, though it isimmobile. If the relentless deadnormally has a bite attack, the sev-ered head may use it at the crea-ture’s best base attack bonus.Otherwise, the bite attack dealsdamage based on the undead crea-ture’s size. Creatures of Small sizedeal 1d4 damage, Medium-sizeinflict 1d6 damage, Large onesdeal 1d8 damage, and anythinglarger inflicts 2d6 damage. Thehead may continue to speak nor-mally and may cast spells providedthat its body is intact and capableof completing somatic or materialspell components. A severed headcounts as a creature three sizecategories smaller than therelentless undead.

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Skills: All relentless undead gain 8 ranks inBluff. They may use this skill to disguise theirtrue nature. For example, a severed limb maylie dormant until a characters steps near it. If asevered limb remains motionless, it may use itsBluff skill opposed by a victim’s Spot check. Ifthe undead succeeds at this check, its victimloses his Dexterity bonus to AC against thelimb’s next attack. The undead creature’s bodymay attempt this maneuver if, after losing itshead, it spends a move-equivalent action col-lapsing to the floor and playing dead and astandard action to attempt a Bluff check.


New Undead Special


The following special abilities are available toall creatures of the undead monster type. Theseabilities represent the special advantages theundead can potentially enjoy over living crea-tures, while others are the result of a directedattempt by spellcasters to fortify the undeadminions they create.

Blood Drinker (Ex): The life’s blood of theliving is a strong lure to many undead creatureswho seek to destroy all living things theyencounter. Some undead stalk and kill their vic-tims not only to satisfy their evil urges but todrain sustenance from their victims. Undeadcreatures with this trait can drain blood fromtheir opponents. A blood drinker that hits witha bite attack may attempt to draw blood fromhis victim, who must make a Fortitude save(DC 12 + the undead creature’s Strength modi-fier) or suffer 1d4 points of temporaryConstitution damage. The creature in turn gainstwo temporary hit points per HD after usingthis ability. While the creature may use thisattack without limit, it may only gain tempo-rary hit points from it once per day.

Relative Cost: NA; Absolute Cost: 50 CP;Prerequisite: Undead.

Breath of the Grave (Su): The rotting innardsof an undead beast sometimes play host to avast swarm of beetles, flies, and other foulinsects mutated by the corrupting power ofnecromantic magic. The undead infested in thismanner may, once per day, belch forth a

swarm of insects that sting, bite, and other-wise harry the living. This breath weapon

takes the form of a line 5 feet wide and 20 feetlong. Any creature caught within this area mustmake a Reflex save (DC 12 + the undead crea-ture’s Dexterity modifier) or take 1d8 points ofdamage and suffer a –2 circumstance penalty toall attacks, checks, and saves for one minute asthe insects work their way into the folds of theirclothes or chinks in their armor and continue tobite. Creatures who make their saving throwtake half damage and are not subject to the cir-cumstance penalty.


Horrifying Visage (Su): Some undead crea-tures have such ghastly appearances that theystrike fear into even the most battle-hardenedwarrior. A zombie with this ability may be ashuffling pile of rotting flesh, while a vampiremay develop a twisted body that repulses any-one who views it. Undead creatures with thisspecial quality gain the ability to cause a –2morale penalty on all attacks, saves, and checksagainst all creatures that fail a Will save (DC 14+ the creature’s Charisma modifier) upon firstseeing it. These effects last for the duration ofthe encounter.


Paralysis (Ex): An undead creature’s touchcan cause paralysis in its victims, leaving themfrozen in place for the beast to consume at aleisurely pace. Any creature hit by the undeadcreature’s unarmed physical attacks must makea Fortitude save (DC 11 + the creature’sCharisma modifier) or be paralyzed for 1d6+2minutes.

Relative Cost: NA; Absolute Cost: 50 CP perattack; Prerequisite: Undead.

Plague Bearer (Su): A common featureamongst undead that are the product of an epi-demic or magical disease, this feat generates a10-foot radius of corrupting disease magicfueled by the undead’s necromantic origin. Anycreature that moves within this area must makea Fortitude save (DC 15 + the undead’sCharisma modifier) or contract a disease. Acreature need only make one saving throwagainst this ability per encounter, even if itmoves into and out of the area multiple times.As a default, this illness has an incubation peri-

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dod of one day, a Fortitude save DC of 12 + theundead’s Charisma modifier, and deals 1d4points of temporary Constitution damage perday. Otherwise, you may select an appropriatedisease from your campaign.

Relative Cost: CR 3; Absolute Cost: NA;Prerequisite: Undead.

Soul Whip (Su): Blessed by the dark gods as afoul champion of their cause, the undead crea-ture bears a whip of pure necromantic energythat can tear a mortal’s soul to pieces. The whipappears as a long, pure black weapon that castsa sickly, gray nimbus. Treat this weapon as anormal whip with which the undead creature isfully proficient. In combat, the whip acts as anormal whip. In addition, it deals one specialattack ability of the undead’s choice on a hit.For example, a wight armed with a soul whipmay deliver its energy drain attack with a hit.The soul whip is not a physical item. Instead, itis a magical construct formed by the darkmagic that grants the undead its existence. Thisweapon cannot be disarmed and it dissipatesinto a cloud of foul-smelling smoke when theundead creature is destroyed.

Relative Cost: CR 4; Absolute Cost: NA;Prerequisite: Undead.

Necromantic Modifications

When constructing skeletons and zombies,some necromancers prefer to mix and matchbody parts before animating their undead servi-tors. In this manner, a skeleton may be grantedadditional arms, a zombie a second head, andso on. These modifications may also be madeto other undead creatures that agree to undergothe required procedures. Unlike the standardspecial qualities and attacks, these modifica-tions are available to any necromancer (orother spellcaster) who succeeds at Heal checksneeded to modify the corpses and harvestusable body parts. On a failed Heal check, theskeleton or zombie animates but is a uselesspile of undead flesh that can neither move norattack. For other creatures, failure causes themto permanently lose one Hit Die. The necro-mancer may attempt the modifications as oftenas he wishes, but an undead creature reduced to0 HD is permanently destroyed. The abilitieslisted here modify the creature’s HD and CR.The bonus Hit Die listing details the Hit Dieincrease for the creature’s base form. These HD

grant an undead creature more hit points butalso count against the maximum a caster mayanimate.

Armor Plating (Ex): To bolster his undeadservitors’ defensive abilities, a necromancermay sometimes bolt steel or iron plates to theirbodies. The necromancer simply selects a fewanchor points on the creature’s body and nailsarmor plates to them. This modificationrequires a Heal check (DC 10) and one day ofwork to properly install. Undead with thisenhancement gain a +4 armor bonus. Unlikestandard armor, this modification does notrequire armor proficiency nor does it imposespellcasting failure or armor check penalties.This ability may be taken only once.

Relative Cost: CR 1/2; Absolute Cost: NA;Bonus Hit Dice: 0.

Body Weapons (Ex): A common modificationfor skeletons and zombies, this alterationremoves an undead creature’s hand and lowerarm, replacing them with a weapon. Theundead creature must be capable of wieldingthe weapon installed in this manner with onehand. This weapon counts as a natural attackfor determining the creature’s attack bonuses.A creature with a weapon installed in this man-ner may not be disarmed.

Relative Cost: CR 1/2; Absolute Cost: NA;Bonus Hit Dice: 0.

Elongated Limbs (Ex): This delicate, complexoperation inserts additional bones and jointsinto an undead creature’s limbs. As a result, itsarms, legs, or neck attains an extraordinarylength. An arm or head given this ability grantsthe undead creature an additional 5 feet ofreach with attacks made with that limb. If everyset of legs the creature has are given this abili-ty, its speed increases by 10 feet. Each limb (orset of legs) may be given this ability only once.The work necessary to complete this ability isboth long and intricately involved. A Healcheck (DC 25) and four days of work are nec-essary to elongate each limb.

Relative Cost: NA; Absolute Cost: 50 CP perlimb; Bonus Hit Dice: 0.

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Extra Head (Ex): By splitting a creature’sspine and fusing an additional neck on to it, anecromancer may add one additional head toan undead creature. The creature gains a +4bonus to all Spot and Listen checks per extrahead. In addition, the extra head may be givencontrol of an additional arm, allowing it toattack without penalty. See below for rules onadding fighting arms and their function in com-bat. To complete this modification, a necro-mancer must make a Heal check (DC 20) andwork for two days to harvest a second head andproperly bind it to an animated corpse. Anundead creature may gain this modification upto four times. Creatures with bite attacks do notgain an additional bite with their second head,as it is not flexible enough to reach forward andmake attacks. Extra heads are normally mount-ed on the shoulders, but some of the more artis-tically adventurous necromancers mount headson the chest, back, or other spots along anundead creature’s body.

Relative Cost: CR 1/2; Absolute Cost: NA;Bonus Hit Dice: +1.

Fighting Arm (Ex): Additional arms can bemounted at a surprising number of locations onan undead creature’s body. Some necromancersprefer to place extra arms at the shoulders, butothers opt for non-traditional locations such asthe back, hips, and even legs. Regardless, eachfighting arm can wield a weapon one size cate-gory below the animated creature’s size. Inaddition to its normal attacks, the undead crea-ture may make one additional attack with eachof these arms at its best base attack bonus. Eachstrike made with these arms causes a –2 penal-ty to all of the creature’s attacks. However, ifthe creature has an extra head then it reducesthe total penalty for attacking with fightingarms by two. This penalty may never bereduced below 0. For example, a zombie withthree heads and two arms does not gain a +2bonus to hit for having more heads than extralimbs.

These arms do not gain the creature’s specialattack abilities. They do, however, inflict clawdamage as normal for the creature. Commonly,these arms wield short swords, daggers, andsimilar weapons. An undead creature may befitted with up to four fighting arms. A Healcheck (DC 20) and one day of work is neces-

sary for each arm added in this manner.

Relative Cost: NA; Absolute Cost: +1/2 CR perarm; Bonus Hit Dice: +1/2 per arm.

Multiple Legs (Ex): By splicing an undeadcreature’s lower spine and attaching an addi-tional hip bone and legs, a necromancer cangrant a creature faster speed. An additional setof legs increases an undead creature’s speed by10 feet. A third set increases its speed by a fur-ther 5 feet. No more than two sets of extra legsmay be added to an undead creature. Addinglegs to a creature is a long, involved process.Each set requires a Heal check (DC 25) andthree days of work.

Relative Cost: NA; Absolute Cost: +1/2 CR perset of legs; Bonus Hit Dice: +1 per set of legs.

Sample Undead

The necromancer Rethoir Greybeardresearched methods for enhancing the combatabilities of his undead minions. The boneguardian is his specially crafted skeletondesigned for sentry duty at his castle. ThoughRethoir is long dead, some of his creations con-tinue to stalk the northern mountains.

Bone Guardian

Medium-Size Undead

Hit Dice: 4d12 (26 hp)Initiative: +5 (+1 Dex, +4 Improved

Initiative)Speed: 30 ft.AC: 17 (+1 Dex, +2 natural, +4

armor)Attacks: 2 short swords +2 meleeDamage: Short sword 1d6Face/Reach: 5 ft. by 5 ft./5 ft.Special Qualities: Undead, immunities, hor-

rifying visage, armor plat-ing (+4 armor bonus),body weapons (2 shortswords), extra head

Saves: Fort +1, Ref +2, Will +4Abilities: Str 10, Dex 12, Con –, Int

–, Wis 10, Cha 11Skills: Listen +4, Spot +4Feats: Alertness, Improved

InitiativeClimate/Terrain: Any land and undergroundOrganization: Solitary, squad (2 – 5)Challenge Rating: 2Treasure: NoneAlignment: Always neutral

CH

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168

CH

AP

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dThe bone guardian is a Medium-size skeletonmodified to serve as a sentry. A second skull isfused into its chest and its lower arms arereplaced with two short swords. Normally,these creatures are designed by necromancersand set to watch over portals, gates, and othersensitive areas within their lairs.

Horrifying Visage (Su): The bone guardian’sstrange appearance unsettles those who fightagainst it. It causes a –2 morale penalty on allattacks, saves, and checks to all creatures thatfail a Will save (DC 14).

Body Weapons (Ex): The bone guardian’shands have been replaced with two bronzeshort swords. It treats these weapons as if theywere natural parts of its body.

Extra Head (Ex): The bone guardian gains a+4 bonus to all Spot and Listen checks.

169

Aberrations

Feats

Choke Slam [General] 32

Concentrated Venom [General] 32

Extra Pseudopod [General] 32

Lightning Blink [General] 32

Nimble Eye Stalks [General] 33

Spare-Handed Grapple [General] 33

Tentacular Grappling [General] 33

Tentacular Spell [Metamagic] 33

Dragons

Feats

Alter Breath Weapon [General] 44

Breath Weapon Burst [General] 45

Continuous Breath Weapon [General] 45

Debilitating Breath Weapon [General] 45

Divine Dragon [General] 45

Draconic Barrier [General] 46

Elemental Affinity [General] 46

Extended Breath Weapon [General] 46

Extra Breath Weapon [General] 46

Improved Crush Attack [General] 46

Improved Fear Aura [General] 46

Sweeping Breath Weapon [General] 46

Elementals

Feats

Anchor [General] 67

Elemental Surge [General] 67

Fiery Entrapment [General] 67

Planar Instability [General] 68

Stinging Wind [General] 68

Watery Aura [General] 68

Fey

Feats

Beguiling Voice [General] 82

Fearsome Voice [General] 82

Glamour [General] 83

Majestic Spirit of the Wood [General] 83

Minor Spell Ability [General] 83

Major Spell Ability [General] 83

Master's Spell Ability [General] 83

Voice of the Wood [General] 83

Woodlands Sniper [General] 84

Giants

Feats

Improved Rend [General] 98

Improved Rock Throwing [General] 99

Low Cunning [General] 99

Overwhelm [General] 99

Scatter Foes [General] 99

Stomp Attack [General] 99

Towering Attacker [General] 100

Towering Defender [General] 100

Humanoids & Monstrous Humanoids

Feats

Combat Sentinel [General] 115

Crouching Fighter [General] 113

Distance Disruption [General] 114

Improved Aid Another [General] 114

Play Dead [General] 114

Press In [General] 114

Rain of Arrows [General] 114

Shield Wall [General] 114

Storm of Arrows [General] 115

Tower Shieldman [General] 115

Outsiders

Feats

Cloak Alignment [General] 132

Fearsome Bearing [General] 132

Gate Attack [General] 132

Mind Whispers [General] 133

Teleport Attack [General] 133

Shapechangers

Feats

Burst of Fury [General] 147

Controlled Healing [General] 147

Defensive Shapeshifting [General] 147

Imprint Target [General] 147

Improved Partial Transformation [General] 147

Partial Transformation [General] 147

Rapid Transformation [General] 148

Scent of the Beast [General] 148

Shapeshifter's Dodge [General] 148

Ultimate Partial Transformation [General] 148

Undead

Feats

Death Grip [General] 160

Death's Minion [General] 160

Fury of the Dead [General] 160

Grim Focus [General] 160

Grim Reaper [General] 160

Iron Grip [General] 161

Legion of the Damned [General] 161

Negative Energy Attunement [General] 162

Relentless Grip [General] 162

Speaker of the Dead [General] 162

Feats By Monster Type

Aberrations

Prestige Class

Adept of the Inner Power 30

Templates

Alien Entity 34

Awakened Aberration 35

Degenerated Aberration 36

Dragons

Prestige Class

Draconic Tyrant 44

Templates

Chaos Dragon 47

Deep Dragons 48

Feral Dragons 50

Half-Breed 51

Planar Dragon 52

Undead Dragon 52

Elementals

Prestige Class

Elemental Adept 64

Templates

Elemental 68

Fey

Prestige Classes

Gossamer Armiger 79

Verdant Overseer 80

Templates

Dark Fey 84

Deep Fey 85

Half-Fey 86

Giants

Prestige Classes

Rock Hurler 94

Thunder Hammer 96

Templates

Giant Lord 101

Half-Titan 101

New Race

Half-Ogre 102


Prestige Classes

Ardent Protector 110

Feral Rager 112

Templates

Dire Humanoid 116

Swarm 117

Outsiders

Prestige Class

Godling 128

Template

Possessing 133

Shapechangers

Prestige Classes

Metamorphic Paragon 143

The Student of 1000 Forms 145

Templates

Dire Lycanthrope 149

Splintered Shapeshifter 150

Undead

Prestige Class

The Malignant Overlord 157

Templates

The Bloated 162

The Cloaked 163

The Relentless 164

Prestige Classes and Templates By Monster Type

Aberrations

Special Attacks & Qualities

Acidic Blood 38

Alien Anatomy 38

Alien Mind 38

Arcane Sight 38

Overpowering Aura 39

Stench 39

Weapon Immunity 39

Dragons


Barbed Tail 54

Energy Radiance 55

Extra Dragon Head 55

Fiery Innards 55

Sonic Roar 56

New Breath Weapons

Fog Cloud 56

Force Wave 57

Hallucinogenic Gas 57

Holy Energy 57

Scouring Sand 57

Sticky Spew 57

Unholy Energy 57

Elementals


Elemental Aura 72

Elemental Blast 73

Elemental Defense 73

Elemental Sense 73

Noble Elemental 74

Fey


Aura of Beauty 88

Aura of Wretched Horror 88

Dreaming 88

Life Stealer 88

Song of Blood Dancing 88

Song of Nature's Desire 88

Tree Spirit 89

Woodland Allies 89

Giants


Extra Arm 105

Increased Size 105

Old Stone Bones 105

Towering Brute 105


Creature Modifications

Arctic Package 120

Claws 121

Fangs 121

Horns 121

Piscine Package 121

Scales 121

Scent 121

Wings 122

Ability Modifications 122

Outsiders


Detection 136

Keeper of the Dead 136

Planar Radiance 137

Searing Aura 137

Smite Enemies 137

Summon Allies 137

Unholy Crusader 137

Weapon of Choice 137

Shapechangers


Adrenaline Surge 152

Alien Intellect 152

Amorphous Innards 152

Horrifying Transformation 152

Malleable Alignment 152

Spawn Twin 153

Virulent Carrier 153

Undead


Blood Drinker 166

Breath of the Grave 166

Horrifying Visage 166

Paralysis 166

Plague Bearer 166

Soul Whip 167

Necromantic Modifications

Armor Plating 167

Body Weapons 167

Elongated Limbs 167

Extra Head 168

Fighting Arm 168

Multiple Legs 168

Special Attacks & Qualities By Monster Type

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The definitive d20 SystemTM resource for enhancing

and modifying the monsters in your game.

• More than 60 new feats for monsters of all types.

• More than a dozen new prestige classes, including the thunder hammer

giant and draconic tyrant.

• Dozens of new special attacks, special qualities, and traits conveniently bro-

ken down by creature type.

• New templates such as the chaos dragon and relentless undead that can be

applied to a variety of creatures to create devastating and interesting new

breeds of enemy.

• Detailed guidelines on adding abilities to monsters and adjusting their CRs

to reflect the new challenge for PCs.

• A comprehensive discussion on using monsters effectively in your game,

and suggestions on how to modify existing monsters to present exciting and

mysterious new challenges to your players every session.

• In-depth suggestions for combining core feats, skills, classes, and magic

items with different types of monsters.

• Sample creatures in each section showcase the new rules and make sugges-

tions on how to effectively integrate them into your campaign.

FANTASY

FLIGHT

GAMESwww.fantasyflightgames.com

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DD32 $24.95

ISBN 1-58994-076-8

monster's handbook: a sourcebook for creating and customizing d20 system monsters (legends...

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