Sigil and the Factions:

A Planar Appendix for Third Edition Dungeons and Dragons

Updates since last edition:

6/6—restraining field spell added.
6/9—Master Power and Innate Power feats edited.
6/12—Lift enchantment and rejoining spells added. Mass displacement, steal enchantment,
cowardice, energy shield, slayer, mass bestow curse spells all added. Disintegration bolt prices
edited.
6/14—Grim Chosen PrC edited, Chaoscaster PrC edited, Factol Skall edited. Vampiric
regeneration, Valcrys’s Bloodfire, Valcrys’s Greater Bloodfire, and pain mirror spells added.
Draconic affinity power added.
6/15—blunt tip, ekko’s enflamed joints, ekko’s withering gaze, aged to destruction, power word,
slow added. Restraining field edited. Quick Lowering feat added. Bariaur Warhorn PrC added.
Bone Lord, Slethyr, and Sunari monsters added.

Chapter One: Notes on the Campaign World.............................................. 5

Variant: Magic Aplenty............................................................................................................ 5
Variant: Spell Changes in the Multiverse............................................................................... 6
Variant: Psionics are Different ................................................................................................ 8
Variant: Ability Scores ............................................................................................................. 8
Variant: Powerful Races .......................................................................................................... 9
Variant: Critical Hits................................................................................................................ 9
Variant: Feats.......................................................................................................................... 10
Variant: Weapons ................................................................................................................... 10
Variant: Classes ...................................................................................................................... 11
Chapter 2: Sigil Overview ........................................................................................ 12
Areas of Interest...................................................................................................................... 12
Chapter 3: The Factions ............................................................................................ 15
How they Work ....................................................................................................................... 15
The Athar...................................................................................................................... 16
Athar Template ................................................................................................................. 17
Athar Prestige Classes....................................................................................................... 18
Godslayer...................................................................................................................... 18
Heretic........................................................................................................................... 20
Faction High-ups............................................................................................................... 22
The Believers of the Source.......................................................................... 23
Believer of the Source Template....................................................................................... 24
Believers of the Source Prestige Classes .......................................................................... 25
Disciple of Ascendance ................................................................................................. 25
Faction High-ups............................................................................................................... 27
The Bleak Cabal......................................................................................................... 29
Bleak Cabal Template....................................................................................................... 30
Bleaker Prestige Classes ................................................................................................... 31
Grim Chosen ................................................................................................................. 31

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 Faction High-ups............................................................................................................... 33
The Doomguard ........................................................................................................ 35
Doomguard Template ....................................................................................................... 36
Doomguard Prestige Classes............................................................................................. 38
Voidcaster ..................................................................................................................... 38
Champion of Entropy.................................................................................................... 40
Faction High-ups............................................................................................................... 42
The Dustmen ............................................................................................................... 44
Dustmen Template ............................................................................................................ 45
Dustmen Prestige Classes ................................................................................................. 47
Deathwalkers ................................................................................................................ 47
Faction High-ups............................................................................................................... 49
The Fated ...................................................................................................................... 51
Fated Template.................................................................................................................. 51
Quaestor........................................................................................................................ 53
Faction High-ups............................................................................................................... 54
The Fraternity of Order ................................................................................. 56
Fraternity of Order Template ............................................................................................ 57
Fraternity of Order Prestige Classes ................................................................................. 58
Praetor .......................................................................................................................... 58
Faction High-ups............................................................................................................... 60
The Free League........................................................................................................ 62
Free League Template....................................................................................................... 62
Faction High-ups............................................................................................................... 64
The Harmonium ......................................................................................................... 65
Harmonium Template ....................................................................................................... 66
Harmonium Prestige Classes ............................................................................................ 67
Measure......................................................................................................................... 67
Faction High-ups............................................................................................................... 69
The Mercykillers ..................................................................................................... 70
Mercykiller Template........................................................................................................ 71
Justiciar......................................................................................................................... 73
Faction High-ups............................................................................................................... 76
The Revolutionary League ............................................................................ 77
Revolutionary League Template....................................................................................... 78
Revolutionary League Prestige Classes ............................................................................ 79
The Sign of One ........................................................................................................ 83
Sign of One Template ....................................................................................................... 84
Sign of One Prestige Classes ............................................................................................ 85
Schemar......................................................................................................................... 85
Faction High-ups............................................................................................................... 86
Society of Sensation.......................................................................................... 88
Society of Sensation Template.......................................................................................... 89
Society of Sensation Prestige Classes............................................................................... 90
Sensor............................................................................................................................ 90
Faction High-ups............................................................................................................... 92

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 The Transcendent Order.................................................................................. 95
Transcendent Order Template........................................................................................... 96
Transcendent Order Prestige Classes................................................................................ 97
Kensai ........................................................................................................................... 97
Faction High-ups............................................................................................................... 99
The Xaositects....................................................................................................... 101
Xaositect Template ......................................................................................................... 102
Xaositect Prestige Classes............................................................................................... 103
Chaoscaster................................................................................................................. 103
Faction High-ups............................................................................................................. 105
Chapter Four: Organizations and Guilds................................................. 106
The Circle.................................................................................................................... 106
The Crux ...................................................................................................................... 108
Crux Prestige Classes...................................................................................................... 109
Crux Inquisitor............................................................................................................ 109
The Dusk Magus ...................................................................................................... 111
Dusk Magus Prestige Classes ......................................................................................... 112
Dusk Magus ................................................................................................................ 112
The Incantarium ................................................................................................... 113
Incantarium Prestige Classes .......................................................................................... 114
Incantifier.................................................................................................................... 114
The Mistral................................................................................................................ 116
Mistral Prestige Classes .................................................................................................. 117
Mistral Scourge........................................................................................................... 117
The Order of Mageslayers............................................................................. 120
Order of Mage Slayers Prestige Classes ......................................................................... 121
Mageslayer.................................................................................................................. 121
The Planar Trade Consortium ................................................................... 124
The Order of the Planes-Militant ......................................................... 126
The Shal-Hadar ....................................................................................................... 127
Shal-Hadar Prestige Classes ........................................................................................... 128
Shal Mystic.................................................................................................................. 128
Hadar Guardian.......................................................................................................... 130
Chapter Five: Racial Templates......................................................................... 132
Blood Phoenix ............................................................................................................. 132
Creating a Blood Phoenix ................................................................................................... 132
Deus Ex Machina ........................................................................................................ 133
The Gifted....................................................................................................................... 135
Creating a Gifted................................................................................................................. 135
Half-erinyes (Baatezu)........................................................................................ 136
Thokkola.......................................................................................................................... 137
Chapter Six: Items ........................................................................................................ 139
Weapons............................................................................................................................ 139
Weapon Types .................................................................................................................... 139
Armor ................................................................................................................................. 144
Armor Types ....................................................................................................................... 144

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 Specific Armor.................................................................................................................... 145
Armor Properties................................................................................................................. 147
Charms ............................................................................................................................... 147
Charm Types....................................................................................................................... 147
Specific Charms .................................................................................................................. 148
Rings.................................................................................................................................... 150
Tattoos ........................................................................................................................... 151
Specific Tattoos .................................................................................................................. 151
Wondrous Items ........................................................................................................ 152
Poisons .............................................................................................................................. 154
Chapter Seven: Feats ................................................................................................. 157
New Feats................................................................................................................................ 157
Chapter Eight: Monsters ........................................................................................ 166
Chapter Nine: Classes ................................................................................................ 170
Shaman........................................................................................................................... 170
Witch .............................................................................................................................. 172
Chapter Ten: Planar Prestige Classes .......................................................... 175
Blade ............................................................................................................................... 175
Blood Warrior ........................................................................................................ 180
Psion Master............................................................................................................. 183
Psychic Assassin ..................................................................................................... 188
Zerth............................................................................................................................... 189
Chapter Eleven: Spells .............................................................................................. 195
First Level Spells..................................................................................................................... 195
Second Level Spells................................................................................................................. 197
Third Level Spells ................................................................................................................... 201
Fourth Level Spells ................................................................................................................. 206
Fifth Level Spells..................................................................................................................... 214
Sixth Level Spells .................................................................................................................... 219
Seventh Level Spells................................................................................................................ 224
Eighth Level Spells.................................................................................................................. 229
Ninth Level Spells ................................................................................................................... 230
Chapter Twelve: Powers ......................................................................................... 233
Second Level Powers .............................................................................................................. 233
Third Level Powers ................................................................................................................. 235
Fourth Level Powers............................................................................................................... 237
Fifth Level Powers .................................................................................................................. 241
Sixth Level Powers.................................................................................................................. 243
Seventh Level Powers ............................................................................................................. 246

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 Chapter One:
Notes on the Campaign World

Variety for All…

These are the Planes—the vast expanse of existence that combines everyone and everything.
There are as many ways to interpret this particular “world” as an archdevil has malicious
schemes. This book, however, was written and balanced with certain principles in mind. If your
campaign deviates from any of these, it doesn’t mean the entire book is now imbalanced; it just
means the DM should look carefully over various class and faction abilities, feats, etc. to see
which ones still work in her world. Listed here are the main points, the “house variants,” if you
will, that set apart this planar campaign from others you may have encountered. In addition, the
later chapters are worth consulting to find new items and abilities that help further define the
world.

Variant: Magic Aplenty

This planar existence is ripe with magic. Within the marketplaces of Sigil, entire kingdoms are
bought, sold, and traded. In a world where Golden Lords wield billions of gold pieces and mages
are in incredible supply, the market is somewhat…different than your average prime world.
Characters still start with the same amount of gold, but their item progress as listed in the
DMG should be a bit more gradual and less exponential. Also, magic items from the DMG (and
any other source) are up for the pickings at many different markets, Sigil in particular. This
allows players the ability to customize their characters more than on most Prime campaigns,
which in turn makes them more powerful. It also makes magic a bit more mundane, as every
berk and his brother can pick up a +3 long sword if he’s got the jink. Also, remember that just
because an enchantment is listed on a belt doesn’t mean it cannot be moved to another item;
planar merchants realize this. Many also specialize in “upgrading items” for less cost than
buying a completely new one.
In most populated areas of the Planes, armies do not fight with half-pieces of armor and
rusted swords as they might on the Prime. On the contrary, armor of any form is common, and
most low-level troops have at least masterwork weapons, if not magical ones (albeit with few
properties). Organizations and groups in the Planes are extremely wealthy and can afford such
luxuries. Unlike in Second Edition, magic items are easy to make and are thus vastly more
common.
This magic-influx also changes some of the core dynamics of the world. Magic can, in
some ways, be substituted for technology. This doesn’t move into the ridiculous level, of course,
but such concepts as magical communication devices certainly exist (whispering stones) as do
any other items your DM finds appropriate. Disease, injury, poison, starvation, and, to an extent,
even death are less of a concern in this world (see Spell Changes in the Multiverse below). A
basic low-level cleric can tend to the needs of an entire community, providing fresh food, water,
and basic healing enough to keep all of these things at bay. Only in some areas would such
concerns still be a problem (like the Lower Planes). Clerics may still charge for their services, of
course, but a good cleric would never allow a commoner to perish simply because he didn’t have
the coin on him. Most clergies use these “favors” as ways of getting the commoners to run

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errands for them or possibly swear a kind of fealty to them, working on some form of land in
return for good health and protection. The DM may elaborate on this if she wishes.
Now, then, what does this all mean for the wizards, clerics, and other spell-slingers out
there? Well, just because you aren’t unique doesn’t make you worthless. Spell-casters still tend
to be the most respected and feared classes around. There is a market, however, for casters that
spend their time explicitly crafting items and little else—the heads of many different guilds
followed this line to power and wealth. Just remember that planar casters are a bit different from
their Prime counterparts. They require knowledge of the plane they’re on (you don’t want a spell
to backfire on you!), experience with the creatures of that Plane (what do you mean the lightning
bolt didn’t phase the cambion?), and a different selection of spells and feats (spell penetration is
a must!). They fight different foes and must adapt to these enemies if they wish to survive.

Variant: Spell Changes in the Multiverse

Some of the spells within the Player’s Handbook have already been “erratted,” and, unless
mentioned specifically, those errors apply to this campaign world. Several other spells, however,
have been found to be unbalancing either to the conceptualization of the world or just to standard
combat. This book assumes the following changes are in place:
Gate: As written, this spell is ridiculous. It would quickly make the game degenerate into
a proxy war where no one fights his or her own battles anymore (a 20th level wizard could
summon a 40HD creature). Compare this to summon monster IX, also a 9th level spell, and you
see the problem. In this world, gate is primarily a transport spell, useable in this manner just as in
the spell description; basically, you can move from one point in existence to anywhere else not
specifically warded against it. It’s like a “plane shift without error,” which is still amazingly
useful, especially since the gate can stay open for a time.
Harm: At sixth level, this is an amazing spell. At 9th level, it would still be an amazing
spell. Creatures without spell resistance are basically done against a cleric of 11th level; the cleric
will hit with most every touch attack, and then any inflict damage spell will finish the target off.
In this campaign, harm is only capable of draining creatures down to a maximum of 10hp/level.
Thus, an 11th level caster could drain any creature of 110hp or less down to 1d4 hp. A character
with more hit points that this would simply take 110 damage. Note that harm can never actually
kill a target. There’s still no save, so it remains a very viable spell—just not dominant. It also
makes it less of a “boss-killer:” a spell almost everyone would always use against creatures with
large numbers of hit points.
Time Stop: Almost inarguably the most potent high-level wizard spell in many
circumstances, it is also highly abuse-friendly to potent spell-slingers. The following changes are
worth noting:
• A character cannot be immune to time stop (not a change, but worth pointing
out).
• Haste and time stop do not work in conjunction with one another because both
speed up the caster. Thus, a caster does not get to cast time stop twice in a
round if he is hasted. The time stop action takes his entire round (the haste
would not apply that round). This applies to all similar effects that speed up
the caster. He cannot cast multiple time stops upon himself while in a time
stop, either.
True Resurrection: Quite simply, this has to be the most world-altering spell in the game.
Death no longer becomes a fear, especially for high-level characters. And argue though you

6
might, no possible manipulation of this spell makes it worth having in most campaigns. As long
as there is a way, any way, to be revived once you’ve effectively been completely annihilated,
someone will find it. In this campaign, resurrection or reincarnation is only possible when a
whole piece of a body (not merely dust, it must be an actual part, even a finger) can be found.
Only divine intervention (at DM’s discretion) can ever change this outcome. Also, when a body
dies, his spirit is eventually captured by Hades or a similar deity of death and converted into
petitioner energy on the plane of the character’s alignment. This happens within 1d10 days of the
death. After this time has passed, no form of resurrection is possible. This makes death remain a
viable threat for inhabitants of the multiverse. It also makes items that disintegrate targets (like
bolts of disintegration) very popular among assassins.
Permanency: This spell is basically fine as it is, with one major change. The name
“permanency” is something of a misnomer considering it can be dispelled normally,
albeit by a higher-level caster. So:
• A spell (or psionic power) with permanency (or incarnate) cannot be
dispelled, but it can be removed with a Mordenkainen’s disjunction or similar
potent antimagic (antipsionic) effect. This makes the XP cost a bit more
worthwhile, and also keeps every adventurer from constantly wearing cloaks
of resistance (which are very cheap). Instead, a permanent version of
resistance is marketable, costing about the same as the item. Most high-level
characters in this book make use of this variant.
• Remember, all spells to be cast with permanency are subject to the DM’s
discretion. If you don’t like it, remove it.

Limited Wish: All the current uses are fine, but it can also be used by characters to
“swap” feats, skills, spells, and powers. A single casting of limited wish allows a
character to change one of her feats for one she desires, so long as she meets all
prerequisites for the feat and does not violate a class restriction by dropping a feat (by
eliminating Endurance once a character becomes a dwarven defender, for example). A
character can also reallocate a number of skill points equal to however many she received
at a given level; if a 15th level fighter has 5 ranks in Ride, he may cast limited wish and
reallocate some of those 5 points in any way he sees fit so long as he does not exceed
maximum skill ranks for his level. He pays the cost of class or cross-class ranks based
upon his most recent class level taken; in this case, it would be for a fighter. He could
thus put these points (2 of them if he had no intelligence modifier) into Craft, for
example. He could also convert one of his rogue levels and then use 8 skill points to
redistribute as a rogue. A new casting is required to reallocate the given number of skill
points. And finally, the character can swap a known spell for another known spell; he
loses knowledge of one and gains the other. This is most useful to sorcerers and psions.
Once the transfer is made, the character will need to rest to be able to use the new spell or
power. This use of limited wish costs 100XP per level of spell or power being replaced.
This variant is not vital to game play, but it is a convenience to players who have
“messed up” a character or for those who want to qualify for a prestige class they hadn’t
previously known about. Wish, psychic reality alteration, or miracle can accomplish all
of these things as well, though the XP cost in that case is 5,000. Optionally, the DM may
rule that only a spell of power equal to wish could accomplish these goals instead of a
limited wish.

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Variant: Psionics are Different
The Planes are a very active psionic world. While the Gift isn’t as common as those wielding the
Art, it does appear from time to time and several guilds have been established around this power.
Psychic items are more rare than their magical counterparts, but still available. In order to
facilitate a difference between psionics and magic, however, the variant from the Psionics
Handbook is in place, with the following important notes:
• Psionics and magic do not interact; no psionic power can specifically block a
magic spell, and so forth, not even custom powers or spells. Thus, protection
from elements (fire) the spell would not block breath of the dragon, and so
forth. Extraordinary immunities still apply, however. Thus, a tanar’ri’s
lightning immunity makes it immune to all forms of electricity. Golems,
likewise, are immune to magic and psionics of all kinds.
• Supernatural powers can be blocked by either magic or psionics, as they are
not specifically “magical”—that is, they aren’t really a spell, but a general
effect. Thus, a medusa’s gaze attack could be repelled by a steadfast gaze or
by a magical equivalent. By the same logic, supernatural effects like
protection from evil can be negated or dispelled.
• Creatures have “evolved” against this difference. Creatures with innate spell
resistance have power resistance equal to 10 less that their SR. The inverse
applies as well.
• For purposes of enchanted weaponry, all damage reduction is supernatural.
Thus, an inertial barrier (10/+5) can be penetrated only by a +5 weapon of
either variety. A weapon’s nature (psionic or magical) is only relevant insofar
as its special abilities are concerned, not its pluses.
• Psionic treasure needs to be dropped in by the DM from time to time. Also,
psionic items at markets can be invaluable for defense, as this variant makes
psionic and magical combat a very offensive game; one can easily attack—but
not defend against—the other.
• The Spire and its magic-dampening effects do not work on psionics until the
very last ring. This makes the Outlands a very psionic-rich area in many
places, especially Spireward where psychic characters have a vast advantage
over magic-users. The Shal-Hadar (see Chapter 4: Organizations and Guilds)
is built around this premise.

Variant: Ability Scores

Characters in the Planes are tougher than their Prime counterparts—they need to be in order to
survive a world full of fiends and powerful divine agents. The rules this campaign assumes are
for more “mature” role players who are able to make a character the way they want without
necessarily making it foolish—as in making a fighter with a 20 in Strength and a 3 in
Intelligence, then playing that character as if he had a keen intellect. DMs: use your discretion.
This system allows players more flexibility in making the character they want, not just what the
dice gives them. This tends to make more specialized and powerful characters, but as the DM,
your NPCs will use this system too. Just be prepared to handle it, and as always, rule out
anything you don’t like.

8
 • Each character starts with 75 points to distribute amongst her ability scores,
not counting any racial modifiers. This makes racial bonuses that cancel out
(i.e a +2 to dex but a -2 to con) less relevant, but ones with a large imbalance
(say a +10 to strength but only a -2 to one other score) still maintain their edge
(thus the CR adjustment, usually). The base racial maximum (short of
enhancement bonuses, temporary magic effects, wish spells, or special
circumstances) is 20. Elves could raise their dexterity to a 22 (they have an
innate +2 to dex) but could likewise only raise their constitution to 18 (-2
racial penalty).
• Characters receive a new stat point every even level up to 20. Thus, a 20th
level human character should have 85 total ability points.

Variant: Powerful Races

Even with some of the new errata flooding in from Wizards, many of the listed races just don’t
work out with their listed ECL modification. It occasionally seems like the writers of the books
don’t correspond with each other very well when writing half of this material. Most of the ECL
difference only matters at lower levels anyway where an extra spell-like ability is actually a
relevant distinction between characters. Basically, this book assumes the following changes to
powerful race ECL (use these as guidelines as a model for other new races you introduce into
your campaign):
• +0 ECL: aasimar, tieflings, and genasi. Their bonuses are maybe a bit higher
than your average elf, but not by much. Certainly not as potent as the spell
resistance or spell-like abilities of the drow. They’re riding the line, but not
enough to penalize players for it.
• +1 ECL: bariaur, drow, githzerai. They have good ability bonuses, small spell-
like abilities, and even spell (power) resistance. Still, their abilities aren’t
particularly unbalancing, especially past mid-levels.
• +2 ECL: githyanki, deep gnomes, half-fiends, half-celestials, half-dragons,
liches, vampires. All of these creatures have significant special qualities,
spell-like abilities, and/or modifications to ability scores. The githyanki get
the boost for the fact that they have all useful powers at will.
• +3 ECL: death knights. This template adds great spell-like abilities, skills,
feats, and ability bonuses much like a vampire, but death knights don’t have
the special weaknesses the vampires of the Planes must endure.

Variant: Critical Hits

Critical hits in the standard D&D system aren’t bad, but sometimes they leave a body helpless
against their fury. The system used in this campaign at least gives a body a chance to escape the
damage, but it also makes use of the Combat and Tactics book from 2E D&D. If you are not
using that book, this system should probably not be used.
• When a critical threat is made, the victim must make a Fortitude or Reflex
save (whichever is higher) versus DC 10 + ½ attacker hit dice + Str modifier
(Dex for ranged weapons or with the Weapon Finesse feat). If he saves, there
is no critical. A failed save indicates extra damage and a possible special
effect (see Combat and Tactics) based upon the size of the weapon versus that
of the victim (halflings hit by sledge hammers—it’s a bad combination).

9
 • Some of the custom feats such as Fatal Strike, Critical Strike, and so forth rely
upon this system and should not be used without it.
• Called shots are used within the campaign, though with limited effect.
Basically, look at the Combat and Tactics book again. The penalty for a called
shot is anywhere from -4 to -8 to the attack roll (-4 for something easy, like a
limb, while –8 is for something ridiculous, like stabbing a knight through his
visor). While hacking an enemy in the head might be possible for a high-level
fighter almost every time, it doesn’t do any additional damage unless a critical
in scored, in which case the critical damage is automatically rolled against the
head—possibly lethally. This serves to give high-level warriors a way to cut-
down those pesky spellcasters with a “death magic” of their own. For
instance, with the Fatal Strike feat, a warrior can line up a headshot on a
wizard and possibly decapitate him even without a vorpal weapon. This rule
should only be used with the variant critical system here where recipients still
receive a save to avoid damage.
• Spells (and powers) present an interesting option (See Player’s Option: Spells
and Magic). In this variant, all energy-based attack spells and other spells that
inflict direct damage can hit for critical effect. This does not compound their
damage, but instead makes for some nifty visceral effects—incinerated body
parts and all. If you want to introduce this variant, do the following: if a
character fails a save against an attack spell and takes damage, a critical threat
occurs. He then gets another save versus the same DC, this time using Reflex
or Fortitude, whichever is higher. If he fails this second save, he has taken a
critical effect. Consult the Spells and Magic book for rules on severity and
location, as well as determining severity of the blow. Spells that have no
saving throw impose one only for purposes of calculating whether a critical
effect took place; thus, a character hit for damage by a magic missile, which
offers no save, must make a save to see if he took a critical. This option adds
for some interesting flavor while at the same time boosting attack spells
slightly to compensate for the influx of “death” spells and basic save-or-die
spells at later levels. It is an evoker’s ally without being overbalancing.

Variant: Feats
If you take a look at any of the D&D message boards, you’ll probably realize that several of the
feats in the Player’s Handbook need some work. Some have been “errataed,” but others remain
broken, usually in the sense that they just aren’t very useful. Do what you will with feats, but this
book assumes the following house rules are in play:
• Skill Focus: Instead of a +2 bonus to a single skill, make it a +3 bonus. This
might actually make it worth taking (some of the latter prestige classes make
use of this modification).
• Be sure to consult Chapter 7: Feats before playing. Many of the feats there are
in use in the faction templates.

Variant: Weapons
Other than adding some great new items (See Chapter 6: Planar Items), this book also revises
some of the old ones. This is both to reflect balance changes and provide a degree of realism.

10
 • All crossbows have the ability of being partially armor piercing. Within 30’,
crossbows ignore the first 5 points of armor bonus their target possesses.
Within 60’, they ignore the first 2 points of such bonuses. Outside of this
range, they loose their punching power. This gives a reason to actually use
crossbows other than their range, since normal bows don’t have hellacious
reload times like some crossbows.
• The proficiency “repeating crossbow” is a martial ranged weapon proficiency
not an exotic ones such as in the PHB. This reflects its common use amongst
guilds and factions in the Planes. It also makes most other crossbows nearly
obsolete except for extended range and slightly increased damage.

Variant: Classes
While the core classes tend to be all right, many of the prestige classes in some of the new books
show obvious signs of being broken in one way or another. For purposes of this campaign, turn
to Monte Cook’s web site ([Link]) for alternative class ideas.
• The ranger class used in this book is from his new class at
[Link] In addition, the Urban
Ranger variant from Masters of the Wild is employed in many planar regions
for purposes of ranger class skills, favored enemies (Factions instead of
groups of monsters), and the Shadow feat (instead of Track).
• Bruce Cordell has redone the psionic prestige classes as well. Check
[Link] for details.
• Wizards/sorcerers may substitute a feat for their summon familiar ability at 1st
level. Witches may not.
• Clerics may relinquish their turning ability entirely for one bonus feat of any
kind at 1st level.
• Paladins may relinquish their turning ability and their remove disease ability
for one feat each. These feats must be taken from the bonus fighter feat list.
• Other classes may substitute abilities for feats at the DMs discretion.

11
 Chapter 2:
Sigil Overview
Sigil is a remarkable place in the multiverse, filled with beings of every variety and portals to
most every place in existence. The purpose of this book is not to rewrite Sigil or personally
explain its explicit functions, however, but instead to introduce readers to elements of this
specific campaign world. For general information on Sigil, consult the Second Edition D&D
Planescape Campaign Setting, the Factol’s Manifesto, the Faction War adventure, and any other
sources you find that might be appropriate. Also, the 3E Manual of the Planes has a bit of useful
information about the denizens and workings of the Cage.

Note also that this book is written prior to the events of the Faction War. If you have run that
adventure, only some of these faction templates will apply.

Areas of Interest
Presented here are some new locales that you may find useful in your adventure, including some
interesting NPCs that accompany them:

The Black Hammer

This tavern, kept in amazing shape compared to other Hive dwellings, is a haven for Clueless
primes looking to find a friendly place to drink and relax. The barkeep, a middle-aged dwarf
named Tyron Blackhammer (Dwarf ♂/ Clr14 [Moradin]/ Free League/ NG), has flaming red hair
and a vicious temper against any would-be authority figures tramping themselves through his
door. He’s always got a kind ear for a fellow Prime, and possibly even a few free ales. It’s
whispered he holds secret Indep meetings in the back, but no one has ever verified that claim.
In the post Faction War era, this tavern became the haven of several well-known
adventuring groups. Tyron was brutally frozen and killed, supposedly by Alluvius Ruskin (see
below), but a gnome named Gnorme (yes, Gnorme) took over the bar and brought in some
gnome illusionist pals to “upgrade” this place into a mechanized wonderland, replete with
automatic stools that adjust to a body’s height, magical drink mixers that churn out all manner of
bubbling (and sometimes exploding) concoctions, and other exotic creations too numerous to
mention.

Fell’s Tattoo Parlor

The famous home of the forsaken dabus Fell (introduced in Planescape: Torment), this parlor
specializes in the crafting of personalized psionic tattoos. Fell caters the designs to a body’s
personal experiences and uses those memories as a way of inspiring strength in difficult
situations. He makes standard one-use tattoos as well as tattoos of a more permanent variety (see
Chapter 6: Planar Items).

The Floating Fortress

12
Drifting casually through the Planes, accommodating all varieties of patrons across all varieties
of worlds, is the small, unassuming tavern called the Floating Fortress. It is found in Sigil at least
once month a year, always drifting gently between the various ends of Sigil. The tavern is owned
by Flaine (Air genasi ♀/ Wiz7-Elemental Savant3/ N), a tall, slender blue-skinned woman who
has used her magic to permanently elevate the fortress and send it traveling through the Planes.
Through her travels she has discovered any number of new foods, wines, and other culinary
delights, making the fortress a Sensate’s haven. Generally a pair of her workers stays below the
fortress with a magic carpet they can use to propel visitors up to the door. The cover charge is
usually rather steep (about 50gp), but the service is of high quality. The fortress is also the home
of a stout, barrel-chested old coot named Old Dane (Human ♂/ Ftr19/ Revolutionary League/
CN) who spars and trains any interested patron. He sports racks of weapons, gauntlets, and is
said to be a master of each and every one (though he blunts them for practice, of course). His
good-natured charm makes it easy to forgive him for knocking a body unconscious time and time
again. To date, he has never lost a sparring match.

Lord Tailor
Ridiculous title aside, the Lord Tailor (Human ♂/ Sor20/ Free League/ N) is possibly the greatest
clothing manufacturer in the Planes. And not just of fine dress apparel, but also of magical
trinkets. He’s been known to enchant normal garments with potent magical properties and even
siphon abilities from other items and place them into mere cloth. While the fashion benefits of
this transition may be immense, the primary use is for certain classes of characters that find some
items restrictive. His prices are steep and his ego highly inflated, but his work cannot be beat.

Mental Jewelry
An illithid named Kellux (Illithid/ Tel17/ NE) sells various psionic items here. Most are stolen
from mind flayer slaves or possibly dead githyanki or githzerai warring parties. He does not
seem to be part of the Illithid Enclave and winces at the mention of it. His items are numerous
and his prices reasonable.

Shal-Hadar Headquarters
This precisely crafted two-story stone building, found in the Guildhall Ward near the Great
Gymnasium, houses about a dozen representatives of the Shal-Hadar (see Chapter 4:
Organizations and Guilds) at any given time. Though their powers are not as great here as in
other areas of the Outlands (possibly because magic is not heavily hampered within Sigil), the
guild realizes the possible danger the Cage and its myriad resources could pose to the multiverse
should someone subvert the Lady or her rule. They take no official part in city governance, but
instead act as occasional vigilantes in the Hive and other areas the Hardheads tend to leave alone.

Tivvum’s Antiquities
Originally detailed in the Faction War campaign, this small, four-story magical shop is the home
of Alluvius Ruskin (Tiefling ♀/ Wiz5-Incantifier10/ Incantarium/ NE), a tiefling proprietor of
portal keys, small magic trinkets, and basic information. A small, aging woman, “Lu” plays the
role of a decent, honest businesswoman looking to help anyone out for a small price. The truth,
of course, is that she consumes magical power for her own nefarious ends, looking to discover
the secrets of the Art by any means possible and often consulting with dark forces in order to do

13
so. The shop, found in the Market Ward, is a great locale to find any manner of portal keys,
however, and thus useful to any planar adventuring party.

Zenbar’s Customization Sensation

The Chief Sensate Wizard trainer, an old, crotchety man named Zenbar (Human ♂/ Wiz17-
Acm3-Epic10/ Society of Sensation/ N) and his apprentices run this shop that specializes in
“remaking” magical items. They can, for a price, extract enchantments from one item and place
them into another non-magical item (possible, for example, from a pair of boots to an amulet) or
even merge the enchantments of two items. The possibilities are limitless, though sometimes the
prices seem the same way. Zenbar himself is also the master of permanency and various
experimentations with wish spells. For the right price, he can make almost anything happen. He
is said to be something of an experiment himself, boasting abilities (not to mention years)
beyond those of most mortal casters.

14
 Chapter 3:
The Factions
The Factions serve as the bureaucracy of Sigil. They govern and manage most aspects of daily
life in the cage. For more specific information on the factions, consult the Factol’s Manifesto
from Second Edition D&D.

How they Work:

Faction Abilities
Most members of any given faction are Namers—effectively unranked participants in name only.
They may have limited faction duties or none whatsoever. The majority never gives any serious
commitment to the faction outside of membership. These members never gain any abilities
relating to their beliefs because their beliefs aren’t strong enough. However, a number of
factioneers take enough interest in their faction to take on the template. This symbolizes their
commitment to the beliefs and ideals of the faction, and they gain powers as they progress in
personal power. This power represents the energy of the Planes and the proof that here ideas
have great power. This template brings with it more responsibility and faction duty, typically, as
they are more “hardcore” faction members than others. If a high-level character joins a faction,
he might not gain all the abilities and qualities for some time, as judged appropriate by the DM.
Also, characters lacking in strong faction beliefs may lose their faction powers (and thus this
template) at any time if the DM feels it is appropriate.

Splinter Factions
These sects are typically more zealous in their beliefs than normal factioneers. Most splinter
factions do not require a body to rid himself of his faction template, but some might. Splinters
and their mother factions tend to not get along well, and some are in direct conflict despite the
similarities of their ideas.

Prestige Classes
Some factions have them, others don’t. They are not a prerequisite for faction membership,
though they might be for certain faction positions. Most faction members never take every level
in the prestige class but merely a few to gain a handful of useful abilities.

A Note on Population
The population of an infinite Plane is infinite. The population of an infinite multiverse is infinite.
The population of one city, however, is not. At any given time, the Cage is usually home to
somewhere between 1.5 and 2 million berks. Adding up the faction membership numbers,
however, doesn’t even come close to this. Where do the others come from? Well, it is the City of
Doors, cutter. The majority of Sigil’s population at any time consists of merchants, fiends,
celestials, or simply other creatures that need a watering hole on their journeys across existence.
Many of them might belong to the factions, but those numbers here are only inclusive of faction
members living in the Cage on a relatively permanent basis. Besides, the numbers are really only
useful in conceptualizing the basic workings of the Cage. Don’t get bogged down in them.

15
The Factions

The Athar
The Athar (Defiers, the Lost) believe the Powers are frauds. Sure, the Gods
might have abilities far beyond those of the average mortal, but they don’t
deserve any more say in the governance of the multiverse than your
average ore miner. What they’re concealing behind their powers is the
Truth—perhaps even the one True Power that guides everything in
existence.

Within the Cage, the Defiers are responsible for making sure religious institutions remain in
check. The Lady’s doesn’t appreciate berks touting the greatness of their God from one end of
the Cage to the other, and the Athar makes sodding sure they don’t get the chance, some times by
force and sometimes by persuasion.

Membership (~15,000 in Sigil): The Athar are not particularly choosy about whom they allow
into the faction. So long as a body believes the Powers aren’t all they’re cracked up to be, then
he’s got a place in the Shattered Temple. Most Athar are located in all parts of the Lower Ward,
but they spread out well in the other wards as well. Most often aim for support in the Lady’s
Ward (money and power and all that), but sometimes they gather strength from the masses in the
Hive.
Alignment: Any. The ranks of the Athar are filled with all kinds of sods, from whimsical
to logical and caring to cold.
Classes: The Athar are a varied faction, highly representative of most all the typical
character professions. The only limitation is that clerics of specific deities are not allowed;
clerics within the Athar worship either a belief or the Greater Unknown (the general name for the
all-mighty Power behind the Gods). Other classes slightly disproportionately represented are
Loremasters, clerics dedicated to knowledge or the Greater Unknown, and members of the
prestige class Heretic. Paladins in the Athar are almost unheard of.
Races: Just like with classes, the Athar is fairly diverse. Few Outsiders become Athar,
however, as their proximity to the Gods often makes this decidedly uncomfortable for them. Of
the standard humanoid planar races, elves are the only ones that are rarely Athar, perhaps
because their tie to their deities is stronger than most races. The most common Athar are tieflings
and humans.
Splinter Factions: The most well-known splinter faction of the Athar is the Godslayers, a
group dedicated to seeking out and destroying divine power wherever it is found. They are one
of the more potent splinter factions in the Planes, with membership near 5,000 in the Core Planar
regions. Within Sigil, the Godslayers are few. They exist within the Astral Plane in a citadel
called the Godless Hold.
Alliances: Believers of the Source
Enemies: None

Organization: The Lost don’t have a very rigid structure. They are not a militaristic faction that
thrives on politics and power-positioning—at least not within. Rank is determined mostly by
level. Externally, however, the Athar are quite good at distributing pamphlets and other

16
propagandistic tools—even better, by and large, than the Anarchists. Ranks in the faction are as
follows: 1st-3rd level Athar are called Namers, just as they are in most other factions. These
individuals carry out the more mundane of the faction activities such as the actual pamphlet
distribution. At 4th level through 7th level, Athar become known as Athaon Thirds. This
promotion typically entails them to more faction benefits, such as more powerful divine aid
(though not from a Power, naturally) and even access to the Athar magical vaults (many items at
roughly 80% of market value). At 8th level they become Athaon Seconds and are of considerably
more reputable standing. They typically lead propagandist excursions and even plan some of
their own. Faction members of 12th level and higher are simply called Athaons and have access
to the highest levels of faction operation. As effective factors, they plan most of the faction
activities and go on the most dangerous and important faction missions. Athaons typically have
servitors from all the other ranks of faction operation.
Base of Operations: The Shattered Temple in the center of the Lower Ward. Within the
Planes at-large, they have a base at the bottom of the Spire and within the Astral Plane.
Factol: Terrance
High-ups: Athaon Hobard (Githzerai ♂/ Wiz12/ Athar/ CN) is a crotchety old githzerai
who watches over the faction library. Athaon Fakasia (Tiefling ♀/ Witch13/ Athar/ NE) is a
dark, ambitious woman running her own charm shop in the Lower Ward and distributing faction
propaganda to the masses from there.

Athar Template

“Athar” can be added to any creature meeting the faction membership guidelines. The creature
type is not changed. The Athar creature uses all the base creature’s statistics and abilities except
for those noted here. All special abilities warding an Athar only apply versus divine magic from
a specific deity, not an ideal. Spell-like abilities of Outsiders are not included, either.
Special Attacks: Athar gain spell-like abilities based upon their beliefs as they gain
levels. In order to gain these abilities, the character must have a charisma score of at least 8.
Spells function with the character level or hit dice as the caster level and charisma as the
modifying score for DC. All the following abilities are usable 1/day unless noted otherwise, and
most are only relevant towards priests of specific powers.

Hit Dice/Level Abilities

1-4 Protection from Divinity
5-8 Misdirection
9-12 Commune
13-17 Forbiddance
18-20 Foresight

Protection from divinity: This functions as protection from evil, except that it
wards against agents of the powers.
Commune: The Athar is not asking a specific deity, but rather the Greater
Unknown.
Forbiddance: This spell does not allow a choice in whom in forbids (as with the
normal spell). Instead, agents of the powers are blocked.

17
 Special Qualities: As the Athar progresses in levels, he gains several important
immunities. At the same time, however, Athar cannot receive beneficial divine magic (including
healing, restoration, and raising) cast by a cleric of a specific Power.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Spell Immunity I
8-11 Spell Defense: +2
12+ Spell Immunity II

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the Athar,
the character treats Forgery, Heal, Knowledge (religion), and Knowledge (Sigil)
as class skills regardless of what they normally would have access to.
Spell Immunity (Ex): The character is immune to divine detection magic. This
includes all divination spells from scrying to detect thoughts. At 12th level, the
Athar is immune to divine mind-affecting spells and compulsion effects.
Spell Defense (Su): The character adds this bonus to save against divine spells.

Challenge Rating: Same as base creature +1.

Athar Prestige Classes

Godslayer
The Powers are frauds. Oppressors. They serve only to enforce their will upon the helpless of the
multiverse, not to share with mortals any fraction of their divinity. The greatest evil in existence
does not just come from the Hells or the Abyss, but
from everywhere. The God’s power taints everything,
and in order to free the multiverse, they must be
destroyed.

The Athar take this belief as well, but not strongly

enough. The Godslayers are a splinter faction that puts
less faith in subtle propaganda and behind-the-scenes
manipulation than it does direct action. While
destroying a God is not truly mortally feasible—frauds
or not, they have tremendous resources at their
command—crushing a deity’s faith and following is.
And by doing this, the Godslayers can confine a Power
to the floating rocks of the Astral Plane for eternity. For
a truly immortal being, this is as close to death as one
can get.

18
Godslayers quickly make enemies and have a hard time finding friends. The vast majority of
planar beings owe allegiance to one God or another, and the Slayers hate them all. However,
their reputation precedes them in most cases, and few mortal agents of the Gods confront a
Godslayer directly; they are well shielded against divine wrath. All Godslayers have also studied
magic to at least a limited degree, further helping them understand the weaknesses of their
enemy.

Requirements:
In order to become a Godslayer, a character must meet the following requirements:
Base Attack Bonus: +5
Spellcasting: Ability to cast 2nd level arcane or divine spells
Skills: Knowledge (religion) 5 ranks, Knowledge (Astral) 5 ranks
Special: Godslayers must be initiated into the ranks of the splinter faction. They must
have the Athar template.

Class Abilities:
Hit Die: d8
Class Skills: As fighter + Knowledge (planar) and Knowledge (Astral).
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Godslayers gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Ability Spellcasting

1 0 2 0 2 Disbelief
2 1 3 0 3 Bonus feat +1 effective caster level
3 2 3 1 3 Ward of the Disbeliever +1
4 3 4 1 4 Smite Divinity +1 effective caster level
5 3 4 1 4 Ward of the Disbeliever +2
6 4 5 2 5 Spell resistance +1 effective caster level
7 5 5 2 5 Ward of the Disbeliever +3
8 6 6 2 6 Bonus feat +1 effective caster level
9 6 6 3 6 Ward of the Disbeliever +4
10 7 7 3 7 Turning +1 effective caster level

Class Features:
Godslayers gain the following abilities to help them deal with the minions of the Powers:
Bonus Feat: The character may take a feat from either the fighter bonus feat list or from
her spell-casting class list (metamagic, item creation, etc.).
Disbelief (Ex): Because of her disbelief in the might of the Gods, the Godslayer cannot
be affected by direct deity intervention—even in the deity’s own realm. Thus, if a Godslayer
entered the realm of Set, for example, the Lord of Evil couldn’t simply slay the Godslayer with a
flicker of thought. It isn’t that the Power is helpless against the Godslayer, only that direct divine
might is ineffective. In other words, they are immune to divine morphism. The Power’s minions,
of course, may use their own magic and resources at will. Also, the environment of the realm
itself may cause its own problems—being immune to the wrath of Lloth wouldn’t immunize a
character from the wrath of the Demonweb pits, per se, but the Power cannot circumvent this
ability with the ease of, for example, opening a pit beneath the character. The Power simply
cannot directly effect the character through divine morphism.

19
 Turning (Su): If the Godslayer makes her spell resistance roll, the spell is reflected back
at the original caster if the spell specifically targeted the Godslayer (as per spell turning).
Spell Resistance (Ex): The Godslayer gains a spell resistance equal to 5 + her character
level against divine magic from agents of the Powers.
Smite Divinity (Su): Functions as per the smite evil paladin ability, except it is usable
only against agents of the Powers. She adds her wisdom modifier (if positive) to the attack roll
and adds one points of damage per character level.
Ward of the Disbeliever (Ex): Depending upon her level, the character may add this
value to her armor class and saving throws against divine magic from a Power.
Spells per Day: The character continues gaining spells as if she gained a level in her
previous Spellcasting class. No other class-abilities are gained (such as bonus feats, rebuking
undead, etc.).

Heretic
Heretics are members of the Athar designed to destroy members of religions based upon specific
deities. Though the Lost aren’t typically militaristic or aggressive in terms of offensive action,
there are times when they feel it necessary to eliminate
agents of the deities. In this case, the Heretics are called
forward.

These characters follow the same core beliefs as any other

Athar; they are simply dedicated to their specific purpose.
All Heretics must be able to cast divine magic themselves,
though they learn to manipulate it such that normal clerics
find it difficult to counter or dispel the Heretic’s power.

Requirements:
In order to become a Heretic, a character must meet the
following requirements:
Spellcasting: Ability to cast 3rd level divine spells.
Skills: Knowledge (religion) 8 ranks, Spellcraft 8
ranks.
Special: Heretics must be members of the Athar
faction with the Athar template.

Class Abilities:
Hit Die: d8
Class Skills: As cleric.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Heretics gain no proficiency in armor or weapons.

20
 Level Attack Fort Ref Will Special Ability Spellcasting
1 0 0 0 2 Divine Defiance I +1 caster level
2 1 0 0 3 Ward of the Athar +1 +1 caster level
3 2 1 1 3 Spell Immunity (5th) +1 caster level
4 3 1 1 4 Ward of the Athar +2 +1 caster level
5 3 1 1 4 Divine Defiance II +1 caster level
6 4 2 2 5 Ward of the Athar +3 +1 caster level
7 5 2 2 5 Divine Turning +1 caster level
8 6 2 2 6 Ward of the Athar +4 +1 caster level
9 6 3 3 6 Spell Immunity (9th) +1 caster level
10 7 3 3 7 Ward of the Athar +5 +1 caster level

Class Features:
Heretics gain the following abilities to help them deal with the minions of the Powers:
Divine Defiance (Ex): The power of the Heretic’s belief is such that his spells are much
more difficult for normal divine casters to combat. At 1st level, the character’s spells because
harder to dispel. Against agents of the Powers, the dispel check is 15 + caster level (instead of
10). Additionally, the character’s spells are more difficult to counter; agents of the Powers must
make a caster level check (DC 11 + Heretic’s character level) to successfully counter the spell in
question. At 5th level, this ability makes the Heretics spells harder to detect. Anytime a divination
spell or item from the Powers is cast, the opponent must make a caster level check (11 +
Heretic’s caster level) in order to detect it.
Divine Turning (Sp): Once per day, the Heretic can deflect incoming divine spells from
an agent of the Powers back at their caster. This works as spell turning.
Spell Immunity (Ex): The character can choose up to 5 levels of divine spells to be
immune to, just as if the spell immunity spell had been cast upon him. Thus, he could choose a
3rd level spell and a 2nd level spell or simply a 5th level spell. This effect is permanent. At later
levels, he may choose an additional 9 spell levels. These immunities cannot be changed once
chosen. All immunities are subject to DM approval.
Ward of the Athar (Ex): Depending upon his level, the character may add either +1 or
+2 to his armor class and saving throws against agents of the Powers.
Spells per Day: The character continues gaining spells as if he’d gained a level in his
previous Spellcasting class. No other class-abilities are gained (such as bonus feats, rebuking
undead, etc.).

21
 Faction High-ups

Factol Terrance

Male human Athar (Factol of the Athar) Clr15-Hierophant1-Heretic5: CR 26; Medium-size

Humanoid (human); HD 15d8 + 5d8 + 180; hp 280; Init +3; Spd 30; AC 28 (touch 13, flat-footed
25) [armor 10, ring 5, Dex 3]; Attacks: +14/9/4 (heavy mace:
23/18/13); Dmg 1d8+920; AL LG; Saves: 10/6/13 (24/14/28);
Str 18, Dex 17, Con 29, Int 22, Wis 31, Chr 22; XP -/-; Height 5
ft. 8 in. Hair: black; Eyes: brown; Age: 42; Languages:
Common, Abyssal, Celestial, Bariaur.
Skills and Feats: Concentration +29, Diplomacy +26,
Forgery +11, Heal +15, Knowledge (arcane) +26, Knowledge
(religion) +26, Knowledge (Sigil) +26, Profession (lawyer)
+11, Scry +11, Spellcraft +26 Sense Motive +15; Feats:
Maximize Spell, Quicken Spell, Persistent Spell, Improved
Counterspell, Forge Ring, Craft Wondrous Item, Craft Arms
and Armor.
Special Qualities: Athar benefits: CR +1, Spell-like
abilities: protection from divinity, forbiddance, misdirection,
commune, foresight. Hierophant Abilities: divine reach. Heretic
Abilities: Ward of the Athar +2, Divine Defiance I & II, Spell
Immunity (flame strike). Factol of the Athar Abilities: CR +4, Divine Insight (Su) (+10 to all
knowledge checks), enhanced constitution +10; Factol Immunities: temporal stasis, maze,
destruction, harm, cone of cold, phantasmal killer, slow, hold person, charm person; Factol
Spell-like Abilities: temporal stasis, mind blank, repulsion, mass suggestion, mind fog,
polymorph self, haste, invisibility, detect secret doors. Enhanced wisdom: Terrance has used
miracle spells to add +5 to his wisdom score; Epic-level benefits: +1 effective hierophant level
(included above); Permanent enchantments (all 20th caster level): resistance +5, detect magic,
protection from arrows 10/+5 see invisibility.
Cleric Spells per Day: 6/9/9/8/8/8/7/6/6/6; Base DC = 20 + spell level; Deity: Great
Unknown; Domains: Knowledge, Protection.
Signature Possessions: Terrance’s Salvation (ring +5 to all ability scores), ring of
protection +5, bracers of armor +10, heavy mace +5, staff of healing. As with most factols,
Terrance has access to most any normal magical item and even a few artifacts.

Background:
See The Factol’s Manifesto.

22
The Believers of the Source
The Believers of the Source (most often called the Godsmen) believe that
existence is a test—one that lavishly rewards successes and brutally
punishes failures. In order to ascend, Godsmen believe that one must
aspire to greatness in life. The Powers themselves were mortals at one
time or another, and with a hard work and fierce determination, the
Godsmen believe they too will once reach the divine.

The Godsmen craft most of the daily items a body finds in the Cage. Tools, carriages, basic
weapons, etc. The Great Foundry, the faction headquarters, constantly pumps out these items and
sells them for cheap prices.

Membership (~20,000 in Sigil): The Believers are quite liberal in terms of whom they allow to
enter the ranks of the faction. Their beliefs are very inoffensive, which accounts for their
likeability, but few have the gumption to stick it out and slowly ascend. The Godsmen are most
concentrated within the Lower Ward and the Guildhall Ward, toiling laboriously in the Foundry.
Alignment: A body’s ideological stance on chaos, law, good, or evil makes no difference
to the believers. So long as a body’s willing to work hard, everything else is secondary.
Classes: Despite the leniency of gaining entrance into the faction, the Godsmen aren’t
particularly representative of the standard character classes. Clerics worshipping a deity are
simply unfathomable—after all, the Godsman knows the Powers aren’t anything special, so his
lack of faith reduces his own power. Clerics worshipping ideals, druids, paladins, and wizards
are all reasonably rare. The best represented are fighters, planar champions, monks, and even
psions and psychic warriors. Also, the Godsmen have their own prestige class, the Disciple of
Ascendance, which caters to monks and fighters seeking self-improvement and discovery.
Races: Most races are represented within the Godsmen. Good-aligned races tend to
exceed evil-aligned ones, but not always. A good number of Upper Planar Outsiders are of the
Godsmen bent, most especially bariaur. Dwarves finding their way to the Planes are particularly
keen on this faction.
Splinter Factions: Unlike many other factions, the Godsmen have no notable splinter
factions.
Alliances: Athar
Enemies: Bleak Cabal, Dustmen.

Organization: Like their allies the Athar, the Godsmen structure is not particularly rigid, and
they tend to operate purely through level as a requirement for advancement. Promotions are
usually handled by a faction member of one rank higher. 1st-3rd level Godsmen are called
Namers, just as they are in most other factions. These individuals carry out the more mundane of
the faction activities and typically toil away within the Foundry. At 4th level through 7th level, the
Godsmen becomes a Journeymen, and he will usually take his craft, whatever it be, out of the
faction headquarters and about the city. This tends to be a period of personal exploration and
discovery for the Godsmen. This promotion typically entails him to more faction benefits, such
as more powerful aid and access to many of the great weapons forged at the Foundry (for a
price). At 8th level the character becomes a Trademaster. Here they usually take Namers of
similar professional inclination under their wing and work with them. Many become foremen
within the Foundry. Finally, Godsmen of 12th level and higher are referred to as Artisans and are

23
among the best at their craft. Being factors, they plan most of the faction activities and go on the
most dangerous and important missions. Many top-shelf Godsmen disappear for years at a time
to perfect a particular piece of work, whether it be a weapon, a spell, or even a poem. They wish
this craft to symbolize their readiness to ascend.
Base of Operations: The Great Foundry in the center of the Lower Ward. Within the
Planes at-large, their headquarters lies within multiple Ethereal demiplanes usually
created by Godsmen wizards.
Factol: Ambar Vergrove
High-ups: Ombidias (Voadkyn ♂/ Shaman12/ Believers of the Source/ NG) is a massive
man who runs many spiritual ceremonies provided in the Foundry (not for a Power, but for the
potency of ascension in general).

Believer of the Source Template

“Believer of the Source” can be added to any creature meeting the faction membership
guidelines. The creature type is not changed. The Believer of the Source creature uses all the
base creature’s statistics and abilities except for those noted here.
Special Attacks: Godsmen gain spell-like abilities based upon their beliefs as they gain
levels. In order to gain these abilities, the character must have a charisma score of at least 8.
Spells function with the character level or hit dice as the caster level and charisma as the
modifying score for DC. All the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Bless (self only)
5-8 Haste (self only)
9-12 Divine power
13-17 Righteous might
18-20 Etherealness

Special Qualities: As the Godsman progresses in levels, he gains several important

immunities to divine-based magic. At the same time, however, their beliefs do not allow them to
be raised or resurrected, though reincarnation is possible.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Reaction Adjustment
8-11 Reincarnation
12+ Divine Evolution

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Godsmen, the character treats Appraise, Knowledge (Sigil), Listen, and Spot as
class skills regardless of what they normally would have access to.

24
 Reaction Adjustment (Ex): Amongst planar creatures, Godsmen are typically
looked upon in a positive light. They receive a +2 bonus to all charisma-related
skill checks versus planar creatures.
Reincarnation (Su): Assuming the character is capable of being resurrected (i.e.,
a portion of the body exists), a Godsman can automatically be reincarnated as a
race of his choice when slain. The new form typically appears at the Foundry or
some other well-known place.
Divine Evolution (Ex): As the Godsmen refines his trade, he grows closer and
closer to ascension. At 12th level, he takes on some of the potent characteristics of
the divine. He can choose one form of energy to which he is forever immune
(electricity, acid, fire, cold, sonic), and he automatically gains an inherent +4 to
save versus poison and poisonous effects. Additionally, he gains darkvision to
120’ if he did not already have it.
Challenge Rating: Same as base creature +1.

Believers of the Source Prestige Classes

Disciple of Ascendance
Even in the ranks of the Believers, there are those who are not worthy of ascendance. They toil
and strive for divinity, but they lack the will and determination to push forward when others fall.
Only the most dedicated Believers move on to the
next level of existence (if such a thing truly
happens), and many of these individuals are
Disciples of Ascendance.

These dedicated men and women form the fighting

core of a Godsmen faction that attracts far more
warriors than it does spellcasters. For those who
fight, the greatest combination in martial combat is
that of mind, soul, and body in one cohesive unit.
Within the halls of the Great Foundry echo the cries
of those training in this combat technique to attempt
to achieve perfection.

Levels in this class do not in any way equate to

higher positions in the Godsmen, but many of the
Godsmen high-ups are Disciples. And if the
aggressive action is needed, Vergrove typically calls
upon these men and women to undertake such tasks.
Disciples of Ascendance combine some of the
abilities of fighters, rogues, and monks to produce a highly trained combat machine. They have a
tendency to be lawful, but it is not required.

Requirements:

25
In order to become a Disciple of Ascendance, a character must meet the following requirements:
Base Attack Bonus: +5
Feats: Improved Unarmed Strike, Stunning Fist
Skills: Listen 5 ranks, Spot 5 ranks, Move Silently 4 ranks, Hide 4 ranks
Special: Disciples must be members of the Godsmen faction with the Godsmen template.

Class Abilities:
Hit Die: d8
Class Skills: Climb, Craft, Escape Artist, Hide, Jump, Move Silently, Swim, Tumble.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Disciples gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Ability Unarmed Damage

1 1 2 2 0 Evasion, precise strike +1d6 1d6
2 2 3 3 0 Two-hand fighting 1d6
3 3 3 3 1 Precise strike +2d6 1d8
4 4 4 4 1 Calm mind 1d8
5 5 4 4 1 Precise strike +3d6 1d10
6 6 5 5 2 Improved two-hand fighting 1d10
7 7 5 5 2 Precise strike +4d6 1d12
8 8 6 6 2 Improved Evasion 1d12
9 9 6 6 3 Precise strike +5d6 1d20
10 10 7 7 3 Greater two-hand fighting 1d20

Class Features:
Evasion (Ex): As the standard ability.
Precise Strike (Ex): A trained Disciple of Ascension knows his enemies weaknesses. He
may deliver blows of exceptional power with any weapon with one of his attacks each and every
round. If the Disciple has the sneak attack ability and qualifies for using it (i.e. his opponent is
flat-footed), he may combine the damage. Regardless of how many sneak attacks he receives in a
round, he gets only one precise strike. Creatures immune to critical hits are immune to this
ability as well. With ranged weapons this ability only works within 30’.
Calm Mind (Ex): The disciple is so focused on his goal as to be able to block out
exterior distractions. He receives a +2 competence bonus to save versus mind-affecting and
compulsion effects. This stacks with any similar abilities.
Two-hand Fighting: At 2nd level, the disciple can fight with an unarmed attack and a
weapon as if he had the Ambidexterity and Two-Weapon Fighting feats. He may use either his
unarmed attack or the armed attack as the off-hand weapon. He need not keep a hand free so
long as he can use his feet (he could wield a greatsword and kick an opponent, for example).
Attack Bonus: This stacks with any previous unarmed attack bonuses the character may
have had. The Disciple may use either his base attack bonus (which may be higher depending
upon varying class levels, though it would allow less attacks per round, normally) or his unarmed
attack bonus when fighting unarmed, but not both. He cannot use his unarmed attack bonus if he
is wearing armor, just as with the monk. The disciple cannot make more than five unarmed
attacks in a round.
Unarmed Damage: If the character had unarmed damage higher than this value, he uses
the higher value. Small monk creatures use the chart on page 39 of the Player’s Handbook.

26
 Faction High-ups

Factol Ambar Vergrove

Male half-elf Believer of the Source (Factol of the Believers of the Source) Brd1-Disciple of
Ascendance2-Ftr2-Rgr13: CR 23; Medium-size Humanoid (half-elf); HD 1d6 + 2d10 + 2d10 +
13d10 + 160; hp 260; Init +9; Spd 30; AC 24 (touch 15, flat-
footed 19) [armor 9, dex 5]; Attacks: +17/12/7/2 (long sword:
25/25//20/15/10 & short sword: 25/20 or xbow: 27/27/22/17/12);
Dmg 1d8+10/19-20 & 1d6+8(+1d6)/19-20 or 1d8+5/20; AL NG;
Saves: 14/9/6 (27/19/12); Str 20, Dex 21, Con 26, Int 16, Wis 19,
Chr 23; Height 5 ft. 7 in. Hair: blonde; Eyes: blue; Age: 28;
Languages: Common, Elven, Dwarven, Infernal.
Skills and Feats: Animal Empathy +13, Bluff +10, Climb
+10, Concentration +18, Diplomacy +10, Gather Information
+10, Handle Animal +11, Heal +9, Hide +36, Knowledge (Sigil)
+7, Listen +19, Move Silently +19, Perform +13, Spellcraft +12,
Sense Motive +8, Spot +19, Swim +10, Tumble +10, Wilderness
Lore +14; Feats: Great Health, Improved Unarmed Attack,
Stunning Fist, Improved Two-Weapon Fighting, Point-blank
Shot, Rapid Shot, Precise Shot, Track, Allure, Blind-Fight,
Improved Blind-Fight, Improved Initiative.
Special Qualities: Believer of the Source benefits: CR +1,
1/day—bless, haste, divine power, righteous might, etherealness; gains a +2 bonus on all
charisma and charisma-related checks versus planar creatures; Vergrove automatically
reincarnates as a race and form of his choosing if slain; Divine Evolution: Vergrove has
darkvision 120’, +4 to save versus poisons, and is immune to fire. Bard Abilities: due to his high
perform score, Vergrove can make use of any bardic ability. Ranger Abilities: Vergrove can fight
with two-weapons in light armor as if he had the ambidexterity and two-weapon fighting feats;
Disciple of Ascendance Abilities: evasion, +1d6 precise strike, two-hand fighting. Favored
Enemy: 1st: Dustmen, 2nd: Undead, 3rd: Slaadi. Factol Abilities: CR +4, enhanced constitution
+10; Factol Immunities: Imprisonment, horrid wilting, prismatic spray, harm, dominate person,
fear, fireball, detect thoughts, magic missile; Factol Spell-like Abilities: 1/day—shapechange,
mass charm, teleport without error, true seeing, passwall, locate creature, haste, blur, feather
fall. Permanent enchantments (all 20th caster level): resistance +5, detect magic, see invisibility.
Bard Spells per Day: 2; Base DC =16 + spell level.
Ranger Spells per Day: 2/2/2; Base DC = 14 + spell level; Deity: none.
Signature Possessions: Ascension (long sword +5 of speed), Discovery (short sword +5
of flame), mithral chain +5, boots of elvenkind, cloak of elvenkind, ring of spell turning, circlet
of insight (+6 Wisdom), Vergrove’s Charm (amulet +6 to charisma, strength, and dexterity),
repeating crossbow +5 of speed. As with most factols, Vergrove has access to most any normal
magical item and even a few artifacts.

Background:

27
See The Factol’s Manifesto.

28
The Bleak Cabal
Managing soup kitchens, housing the poor and destitute, and treating the
mentally ill, the life of a Bleaker holds little glory or grandeur. To them, the
multiverse is meaningless. All the poor sods searching for significance in
an insignificant world have got it all wrong. The Bleak Cabal (Bleakers,
Madmen) may sound barmy, but they believe that the one knowable Truth
doesn’t come from laws or justice or any abstract belief. Truth comes only
from within.

The Bleakers managed the Gatehouse, the institution for the insane or otherwise mentally
delinquent of Sigil. They also managed many soup kitchens around the Cage, giving small bits of
hope to those who otherwise have none.

Membership (~10,000 in Sigil): To say the Bleak Cabal doesn’t care about anything isn’t
entirely accurate, but it’s not too far off. One of these indifferences is the status of anyone
seeking membership. The faction cares little for differences between people. The Madmen don’t
try to pull strings at the Council and are therefore not often heard, but they are diligent supporters
of the broken and the oppressed—a necessity considering how much the poor in Sigil
outnumbered the wealthy. For many Cagers, it is hard enough to live day to day, let alone look
for meaning in their existence. The Cabal is concentrated almost entirely within the Hive and
closest sections of the Lower Ward to it.
Alignment: Lawful-minded individuals find it difficult to cling to the idea that nothing
has any meaning; for this reason, lawful characters cannot join.
Classes: Clerics of charitable powers are the most common members of the call. No other
class has a particularly affinity for the group, though a fair share of broken down rogues and
fighters take up the Bleaker creed. Intelligent characters (usually wizards and clerics) enjoy the
mind-over-body approach of the faction. Oddly, fallen paladins also constitute a fair portion of
the Cabal’s ranks; they may have lost faith in their code and their determination to hunt down
evil, but many of these men and women serve and equally noble cause—good for the sake of
good, mercy for the sake of mercy. They are known as the Grim Chosen (see below).
Races: Humans, tieflings, and a fair number of elves find their way into the Cabal. Most
other races, especially those bent toward law or vileness, tend to stand clear. There are
exceptions, though, as Factol Lhar (a half-orc) proves every day.
Splinter Factions: The Cabal have their own smaller splinter sects, but they are not
officially recognized groups. One believes that the meaninglessness of the multiverse is a
crushing weight from which only death is the only treatment. Fortunately, this variety is very
rare. The Cabal does not discourage dissention, but it typically doesn’t have to; most of its
members are so depressed that revolt seems highly unlikely.
Enemies: Fraternity of Order, Harmonium, Mercykillers
Alliances: Dustmen, Doomguard, Revolutionary League

Organization: The Bleakers don’t try to arrange themselves in any particularly fashion. There is
no hierarchy to advance through or any tests through which one proves loyalty. Factols tend only
to last a few years before entering the Grim Retreat—the insanity that eventually takes root in
almost every Bleaker. At this point, he or she is committed and cared for within the Gatehouse,
though by this point little can be done. New factols come forward of their own free will and

29
choose amongst themselves who will take control. Long-term members sometimes decide
between these choices, but there is typically no need. Any Bleaker motivated enough to take the
reigns of the faction typically meets little resistance. Most are content to help out the poor and
the insane wherever they can.
Base of Operations: The Gatehouse within the Lower Ward near to the Hive. In the
Planes, the Bleakers work from a base within Pandemonium.
Factol: Lhar
High-ups: Addle-Pated (Tiefling ♂/ Exp1/ Bleak Cabal/ CG) is a cook at the Cold Bowl
soup kitchen known for his “cheery” bleakness. Praelius (Human ♂ Werewolf/ Brb3-Rgr4-
Rog3-Frenzied Berserker3/ Bleak Cabal/ CN) is an adventurer who, having learned to control his
natural shape-shifting abilities, has taken up his nights preying upon those who would live at the
expense of the poor.

Bleak Cabal Template

“Bleak Cabal” can be added to any creature meeting the faction membership guidelines. The
creature type is not changed. The Bleak Cabal creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Bleakers gain spell-like abilities based upon their beliefs as they gain
levels. In order to gain these abilities, the character must have a charisma score of at least 8.
Spells function with the character level or hit dice as the caster level and charisma as the
modifying score for DC. All the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Ray of Enfeeblement
5-8 Absorb Madness
9-12 Emotion
13-17 Insanity
18-20 Antipathy

Absorb Madness (Sp): Bleakers are adept at taking artificially induced madness in
others into themselves. If the Bleaker can touch a creature who has been
artificially afflicted by a madness inducing spell or power (confusion, feeblemind,
etc.), the Bleaker can touch the character and spend 1d4+1 minutes in meditation,
during which the insane character must be held still. After this time, the madness
is removed. The Bleaker himself, being immune to such powers, suffers no ill
effects from the transference other than a few minutes of fatigue.

Special Qualities: As the Bleaker progresses in levels, he gains several special abilities.
The Cabal, however, suffers from constant depression. At the start of every day, the character
must roll a d20. On a roll of a “1,” the character is too depressed to take action for the day. His
allies can attempt to convince him to move, but it is difficult, requiring a successful bluff or
intimidate check (DC 10 + character’s hit dice) depending upon how the party wishes to
motivate their accomplice. If the Bleaker rolls a “1” on three successive days, he has officially
entered the Grim Retreat and is committed to the Gatehouse.

30
 Hit Dice/Level Qualities
1-3 Bonus Skills
4-7 Immunity
8-11 Resistance
12+ Slippery Mind

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Bleakers, this study prepares them for dealing with the poor, diseased, and
otherwise sickly. In addition, in studying the facets of insanity and mental illness,
Bleakers tend to be very good at analyzing others. The character treats Alchemy,
Knowledge (Sigil), Heal, and Sense Motive as class skills regardless of what they
normally would have access to.
Resistance (Ex): Time spent in the darkest regions of Sigil toughen a body’s
resilience. The Bleaker gains either the Resist Poison or Resist Disease feats for
free.
Immunity (Ex): The Bleaker is immune to emotion influencing (emotion, fear,
etc.) and madness inducing spells, (confusion, insanity, etc.), powers, and similar
effects.
Slippery Mind (Ex): The Bleaker is adept and shrugging off all nature of all
charms and compulsions due to their apathy. This functions as the rogue ability.

Challenge Rating: Same as base creature +1

Bleaker Prestige Classes

Grim Chosen
When a paladin has lost his way, his will to hunt down and destroy evil, it can be a disastrous
occurrence. Many turn to the way of the Blackguard, embracing the cold power of evil. Others
simply turn to alcohol and waste away their lives in
taverns or even prisons. But some find that their courage
runs a different course. They realize their convictions
disappeared in the hypocrisy of their church and the
fabulous wealth it commanded while the commoners
around it suffered. They realized that justice—even their
own—had been a selective thing. Selective, more often
than not, toward the rich.

The Grim Chosen have ceased to believe that the

multiverse has meaning (like all Bleakers); there is no
reward, no greater purpose, for good. The cause in and of
itself is its own reward. They seek spiritual fulfillment by
helping others, specifically those who cannot defend
themselves. They owe no allegiance to a strict

31
organization or hypocritical code. They give because it is the right thing to do.

The Chosen are a rare lot, but their numbers have grown recently in the Cage. They have no
official grouping within the Cabal, but are instead loners doing what they feel is right. Many help
with soup kitchens, while others move through the Hive protecting the poor from wretched thugs
or brutish Hardhead guards.

Requirements:
In order to become a Grim Chosen, a character must meet the following requirements:
Base Attack Bonus: +5
Alignment: any good
Spellcasting: Ability to cast divine spells
Skills: Heal 5 ranks, Sense Motive 5 ranks
Special: The Chosen must be members of the Bleak Cabal faction with the Bleaker
template. In addition, they must have paladin levels and have “fallen from grace.”

Class Abilities:
Hit Die: d10
Class Skills: Climb, Concentration, Craft, Disguise, Intimidate, Knowledge (religion),
Spellcraft, Spot.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Grim Chosen gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Ability Spells per Day
1 1 2 0 2 Atonement
2 2 3 0 3 Bonus Feat +1 effective caster level
3 3 3 1 3 Truth of One 1/day
4 4 4 1 4 +1 effective caster level
5 5 4 1 4 Shield of the Martyr
6 6 5 2 5 Truth of One 2/day +1 effective caster level
7 7 5 2 5 Bonus Feat
8 8 6 2 6 +1 effective caster level
9 9 6 3 6 Truth of One 3/day
10 10 7 3 7 Bonus Feat +1 effective caster level

Class Features:
Atonement: Upon becoming a Grim Chosen, the fallen paladin regains his lost paladin
abilities (except for holy mount) and spells as if he had magically atoned for the mistakes. His
alignment does not change, nor is he bound by the specific honor code of the paladin. Instead, he
is bound to take the suffering of other needy, goodly creatures unto himself. This is his new
charge in life: to champion the poor and fight for the defenseless. If he abandons this new ideal,
he loses all Grim Chosen special abilities. Grim Chosen must donate 10% of all treasure they
find to a worthy charity or poor institution.
Bonus Feats: These feats can be taken from the fighter bonus feat list.
Truth of One (Ex): When confronted by potential harm, a Grim Chosen can only look
within for guidance. This introspection allows the Chosen to temporarily enter a fighting trance.
The world around him becomes clearer as he stops asking why and accepts what comes. The
Chosen gains a +2 to attack, damage, AC, and initiative for one round per character level. At the

32
end of this time, he is momentarily disoriented, suffering a -4 to all these same rolls for one
minute.
Shield of the Martyr (Su): At this point in his career, the Chosen has come to learn the
power of sacrifice. The multiverse may hold no meaning or purpose for him, but within himself
he has discovered his own meaning of sorts—by taking the misery of others upon himself, he can
better the lives of those around him. From this point on he may, at will, choose to absorb the
damage dealt to another creature within 30’. This damage, however, is halved. Thus if a Chosen
took the maximized fireball that struck his companion, he would take either 30 or 15 damage
depending on whether or not his shielded companion saved. This happens as a free action that is
a reflexive response—it need not be the Chosen’s turn for him to decide to use this power. He
can shield as many creatures as he wishes each round. Note that his damage is taken regardless
of any immunities he may have—a Chosen with fire resistance would still take damage from the
fireball he absorbed from another. He cannot taken damage in order to circumvent it with his
own resistances. Any resistances his allies take, of course, would be subject to their own
resistances and immunities, and the Chosen takes one-half of this final value.
Spells per Day: The character continues gaining spells in his previous divine
Spellcasting class just as if he’d gained a level in that class. He gains no other special abilities for
that class.

\Faction High-ups

Factol Lhar

Male half-orc Bleak Cabal (Chosen of the Bleak Cabal) Brb13: CR 17; Medium-size
humanoid (half-orc); HD 13d12 + 39; hp 131; Init +2; Spd 30; AC 22 (touch 17, flat-footed 20)
[ring 5, armor 7, dex 2]; Attacks: +13/8/3 (axe: 21/16/11);
Dmg 1d12+12/20; AL CN; Saves: 8/4/4 (16/11/11, 18/11/13
raging); Str 20, Dex 15, Con 17, Int 12, Wis 14, Chr 16;
Height 6 ft. 4 in. Age: 35.
Skills and Feats: Heal +18, Knowledge (Sigil) +17,
Sense Motive +18, Diplomacy +19, Alchemy +9, Craft
(woodcarving) +9; Feats: Cosmopolitan (Diplomacy), Resist
Poison, Power Attack, Sunder, Greater Resiliency
Special Qualities: Bleak Cabal benefits: CR +1,
Spell-like abilities: 1/day—ray of enfeeblement, calm
emotions, emotion, insanity; Spell Immunity I & II,
Resistance. Barbarian Abilities: Rage 4/day, uncanny dodge
(Dex to AC, cant be flanked, +2 against traps), Damage
Reduction 1. Chosen of the Bleak Cabal Abilities: CR +4;
Aura of Despair (Su): if he so desires, Lhar can negatively influence the emotions of those
around them (within 30’), causing their attacks, damage, initiative, and saves to suffer a -4
penalty; Apathy (Su) Lhar can, as a free action, activate a gaze attack power. Any creature he
targets must make a will save (DC 20) or suffer from terrible apathy and be unable to act in any
way for 3d4 rounds. The creature simply stands there staring blankly ahead. This ability can be

33
negated by emotion or a similar effect; Winds of Pandemonium (Sp): 1/day, Lhar can, as a
standard action, summon forth the howling winds of Pandemonium. The winds affect all within a
60’ radius, causing them to make a will save (DC 20) or go completely insane as per the spell
insanity; Healing Touch (Su): Lhar can heal, as per the spell, with a touch. Sadly, this cannot
cure the Grim Retreat, which is beyond the scope of mortal magic. Hollow Reality (Su): Lhar
can will himself to disbelieve the meaning of any effect that might harm him if he makes a will
save equal to the DC of the effect (if it is a spell), the attack roll (if an attack), or possibly
something else at the DM’s discretion. This is similar to the psionic power subjective reality.
Permanent Enchantments: resistance +5, comprehend languages, tongues.
Signature Possessions: greataxe +3, ring of protection +5, chain mail +2.

34
The Doomguard
The Doomguard (also called the Sinkers) are an enigmatic lot. They
believe in the forces of Oblivion and Entropy; everything in existence is
created purely to be destroyed. The forces of destruction should not be
fought, but harnessed. It is the way of things to age, wither, and die; it is a
natural process that needs to be protected, not feared. To many, the
Sinkers are both crazy and depressing. But unlike the Dustmen, the
Doomguard does not tend to be subtle in its activities. Even compared to
the Harmonium and the Mercykillers, the Sinkers are the most militaristic
faction in the Cage. High-ups demand obedience and tend to get it, for to fail often means to
embrace the cold touch of Entropy—permanently.

In the Cage, the Sinkers operate the Armory, selling and freely distributing weapons to any berk
that’s got the jink for them. They’re constantly at arms with the Harmonium, who wants to
abandon free weapons laws in the Cage and make everyone travel unarmed. To a Sinker, there
has never been greater blasphemy.

Membership (~13,000 in Sigil): The Doomguard care little for alignment, only for loyalty and
commitment. In Sigil, they distribute weapons from the Armory (for a price—though a cheap
one) and even gate siege engines and other machines of war to others in the Planes if called for.
Doomguard can be found in every ward in the Cage, always watching over the destruction of
something, whether it be natural erosion or bloody combat.
Alignment: Any.
Classes: Being so desperately militaristic tends to shape a faction down to its core.
Barbarians, fighters, rangers, and sorcerers are all plentiful, while roguish types (save for
possibly assassins) are fairly rare. Because of the faction’s general disdain for creation, clerics,
paladins, and druids are all but unheard of. The faction has two prestige classes that cater to
warriors or spellcasters (see below).
Races: As is common amongst the “darker” factions, humans and tieflings are plentiful
within the Sinkers. However, a significant number of fiendish types, mostly tanar’ri and
yugoloth, take up the ranks as well. The Doomguard cater to innate destructive capability, which
likely explains the high presence of sorcerers, fiends, half-fiends, and half-dragons in their ranks.
Most Material and Planar races find little in common with the Doomguard.
Splinter Factions: There are those that are more or less extreme in their dedication to
entropy within the Doomguard—some believe the faction should launch an all-out assault on the
Planes, while others believe in a more neutral, observational role—but splinter factions, per se,
do not exist. Much of this is because of the fanatic loyalty of most Sinkers, though the severe
punishment for treachery (often at the hands of Ely Cromlich) is certainly another.
Alliances: Dustmen, Bleak Cabal
Enemies: Harmonium, Fraternity of Order

Organization: The Doomguard is rigidly ordered and controlled. The faction has an elaborate
hierarchy with precious few exceptions. Rank, however, is not always determined by level
(though it often correlates closely), but more often by accomplishment. Even within the broad
groupings, seniority is very important. Initiates of Doom make up the rank-and-file troops of the

35
Doomguard. Many march about the Planes catering to the whims of Oblivion, while others work
within the Armory to manufacture weapons of enormous destructive potential. The next ranking
is that of the Knights of Oblivion. These men and women have served the faction well and are of
something near an officer position. Most have levels within the Champion of Entropy or
Voidcaster class (see below) and are sent on missions of the Void by the Greater Doomlords.
Upon reaching perfection at this level, Sinkers press to become Doomlords, the effective factors
of the Doomguard. The process to elevate to this position is arduous, typically involving some
form of self-sacrifice and dark commitment as well as a ritual performed on the Negative Energy
Plane. Beyond these factors lie only the Greater Doomlords, four unique beings each residing
within one of the Doomguard citadels, and the Factol herself. Ely Cromlich is the exception: he
is second-in-command and yet has not undergone the rituals of becoming a Greater Doomlord.
Base of Operations: The Armory at the edge of the Lady’s War in Sigil. In the Planes, the
Doomguard have four fortresses in the inner planes, the Citadel Exhalus (Vacuum), the
Crumbling Citadel (Ash), Citadel Alluvius (Dust), and Citadel Sealt (Salt).
Factol: Pentar
High-ups: Ely Cromlich (Marquis cambion ♂/ Ftr15-Champion of Entropy5/
Doomguard/ CE) commands the Armory and the distribution of weapons therein. The
Greater Doomlords are the highest ranking faction members outside of Cromlich and
Pentar. The current four are: Devland (Half-elf ♂/ Ftr13-Rog5/ Doomguard/ LN), the
Doomlord of Ash; Nagaul (Dwarf ♀/ Clr17-Hierophant1/ Doomguard/ NG), the
Doomlady of Vacuum, Roth (see below), the Doomlord of Salt; and Pereid (Human ♀/
Ftr2-Rog11-Assassin10/ Doomguard/ LN), the Doomlord of Dust.

Doomguard Template

“Doomguard” can be added to any creature meeting the faction membership guidelines. The
creature type is not changed. The Doomguard creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Doomguard gain spell-like abilities based upon their beliefs as they
gain levels. In order to gain these abilities, the character must have a charisma score of at least 8.
Spells function with the character level or hit dice as the caster level and charisma as the
modifying score for DC. All the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Inflict light wounds
5-8 Sensitivity to psychic impressions (at will)
9-12 Entropic Blow
13-17 Harm
18-20 Mass harm (custom spell)

Inflict wounds (Sp): This ability functions at maximum effectiveness for a

Doomguard. Thus, an inflict light wounds normally doing 1d8+5 damage would
inflict 13 damage. (Harm and mass harm reduce a victim to a single hit point).
Doomguard with access to these spells always cast them at max effectiveness

36
 without having to use the Maximize Spell feat or pay any additional cost in
additional spell levels.
Sensitivity to Psychic Impressions (Sp): The Doomguard can sense the presence
of tremendous destruction. Unlike the standard psionic power, this version only
allows the Doomguard impressions of great destructive events that took place in
the given area. In all other ways it follows the standard power description.
Entropic blow (Sp): Once per day, the Doomguard can use his entropic blow
power with one standard melee attack. If the attack hits the target by 5 more than
the necessary number, the victim immediately loses half its current hit points
(taken after the damage of the weapon). No creatures are naturally immune to this
ability (with possible special exceptions), though spell resistance does apply.

Special Qualities: As the Doomguard progresses in levels, he gains several important

abilities. At the same time, however, Doomguard are opposed to magical healing and cannot
accept it lest they defy the powers of Entropy. Most rely upon some form of vampiric
regeneration (regeneration at the cost of another, such as with claws of the vampire or vampiric
touch) to survive. Spells that wound the caster (such as a Sensate’s sensory touch) in order to
heal the recipient are not included within this restriction. Doomguard casters able to cast healing
spells are unable to do so, though debilitative spells (inflict wounds, etc.) are always cast at
maximum effectiveness.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Military Training
8-11 Death Ward
12+ Fast Healing 1

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Doomguard, this study prepares them for deceiving enemies, military command,
faction life in Sigil, and intimidating others. The character treats Bluff, Intimidate,
Knowledge (Military Tactics), Knowledge (Sigil), as class skills regardless of
what they normally would have access to.
Military Training (Ex): Life at the Armory teaches every berk how to fight—even
wizards and other hapless spell-slingers. Doomguard can either choose
proficiency in all simple and martial swords or proficiency in one exotic weapon
at their discretion. Note that character’s must have proficiency in all simple and
martial swords beforehand in order to chose and exotic weapon proficiency (an
option mostly taken by warriors). In addition, Doomguard gain the Weapon Focus
Feat free for any weapon they have proficiency in once they acquire this ability.
Death Ward (Su): The character is constantly under the effects of the spell death
ward cast at his level. It can be dispelled but can be reactivated as a free action.
Fast Healing (Su): As with the standard ability.

Challenge Rating: Same as base creature +1.

37
 Doomguard Prestige Classes

Voidcaster
Death. Destruction. Oblivion. These are the forces harnessed by
members of the Doomguard’s elite arcane casters known as
Voidcasters. They are truly the masters of destruction, commanding
the forces of the Art to devastating effect. Like their brothers-in-
arms, the Champions of Entropy, Voidcasters are possessed of an
immense inner drive; the sacrifices they make are great, but the
power is rewarding.

These casters, along with the Champions of Entropy, make up the

factors of the Doomguard. Only members of the faction may undergo
the ceremonies necessary for the transformation into such a potent
force. Though not necessarily evil, Voidcasters are often considered
such by the majority of the multiverse. They are rarely welcome
anywhere, but few truly care. Their mission is to serve Oblivion,
nothing else.

Requirements:
In order to become a Voidcaster, a character must meet the following requirements:
Spellcasting: Ability to cast 7th level arcane or divine spells
Skills: Knowledge (the Planes) 10 ranks, Spellcraft 16 ranks
Feats: Doomcasting, at least one Metamagic feat
Special: Membership in the Doomguard, Doomguard template.

Class Abilities:
Hit Die: d4
Class Skills: Alchemy, Concentration, Craft, Knowledge (all skills), Scry, Spellcraft.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Voidcasters, being more schooled in the arts of war than typical
wizards, receive some training in arms. They are proficient in simple weapons, light
armor, and shields.

Level Attack Fort Ref Will Special Ability Spellcasting

1 0 0 0 2 Armor Training, Rite of Destruction +1 existing class level
2 1 0 0 3 Rapture +1 existing class level
3 1 1 1 3 Scene of Destruction +1 existing class level
4 2 1 1 4 Greater Rapture +1 existing class level
5 2 1 1 4 Art of Destruction +1 existing class level

Class Features:

38
The powers unlocked by a champion of entropy are great indeed, though their cost is equally
high.
Armor Training: Voidcasters receive military training in armor and are thus not as
hampered by its restrictions as most arcane casters. They may reduce their arcane spell failure
percentage by 10% with any armor they are familiar with.
Art of Destruction (Ex): The character has mastered the deadliest magic. Save DCs
from the schools of necromancy and evocation increased by 2.
Rapture (Su): When surrounded by the essence of destruction, such as an entryway to
the Negative Energy Plane or even within the burning magma of a volcano, the Voidcaster gains
the supernatural ability of regeneration at a rate of 1 hit point per round. At higher levels, the
Voidcaster can draw the power of entropy from anywhere in the multiverse and permanently
gains the ability to regenerate one hit point per round. Treat all attacks as subdual damage. A
Voidcaster reduced to –10 hit points in a single blow or victimized by a coup de grace is still
destroyed.
Rite of Destruction: A secretive tradition of the Sinkers, the character undergoes a
ceremony in which he is brought before the four Greater Doomlords. A portion of his own skin is
removed and forged into an Entropy Blade (see Chapter 6: Planar Items). Though the weapon is
quite powerful, the transformation costs the character a point of constitution permanently.
Scene of Destruction (Su): A Voidcaster of this level using his sensitivity to psychic
impressions ability can actually enter the scene of the destruction, wandering through the
transpiring event(s) as a ghost, completely unseen and unaffected by the said events, though
completely unable to change the events himself. Time passes at a different rate while in this
mode; he can relive one minute for every round he spends in “real time.”
Touch of Entropy: Dealing with the forces of the Void does not come without a price.
For every level gained as a Voidcaster, there is a consequence to the character. At 1st level, the
character is no longer able to heal through magical means; healing magic simply has no effect if
cast (even if unconscious or otherwise unable to resist healing, which he would probably refuse
anyway). At 2nd level, the character must sacrifice some portion of himself to Oblivion, losing
either one point from an ability score or sacrificing one third-level spell slot; this is an
irreversible change. At 3rd level, the character must further pay the penalty of dealing with
Oblivion, either losing two points from a single ability score or dropping a seventh level spell
slot. At 4th level, the character must complete a specific task for the Doomguard. The quest is
usually extremely difficult, as the Sinkers constantly wish to test the loyalty of those in the
faction. At 5th level, the character is on the cusp of becoming a Doomlord, awaiting only
permission from the faction. They must commit themselves, fully and completely, to the ideals
of absolute destruction of the multiverse and all its beings—not maliciously, but matter-of-factly.
The character’s alignment typically shifts one step towards neutrality, though this is not
mandatory.
Spells per Day: The character continues gaining spells in his previous divine
Spellcasting class just as if he’d gained a level in that class. He gains no other special abilities for
that class.

39
Champion of Entropy
Death. Destruction. Oblivion. These are the forces harnessed by members of the Doomguard’s
elite warriors known as the champions of entropy. Feared across the multiverse for their power,
they are extremely rare due to the high physical and
spiritual commitment to the cause. It takes great strength
to stand in battle against a Champion of Entropy. It takes
greater strength to become one.

These warriors make up the factors of the Doomguard.

Only members of the faction may undergo the ceremonies
necessary for the transformation into such a potent force.
Though not necessarily evil, Champions of Entropy are
often considered as much by the majority of the
multiverse. They are rarely welcome anywhere, but few
truly care. Their mission is to serve Oblivion, nothing
else.

Requirements:
In order to become a Champion of Entropy, a character must meet the following requirements:
Base Attack Bonus: +10
Feats: Any two feats on the fighter bonus feats list
Skills: Intimidate 13 ranks, Knowledge (the Planes) 2 ranks
Special: Membership in the Doomguard, Doomguard template

Class Abilities:
Hit Die: d10
Class Skills: Climb, Craft, Jump, Ride, Knowledge (Inner Planes)
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Champions of Entropy, being highly skilled in the arts of war, are
imbued with proficiency in all weapons and armor.

Level Attack Fort Ref Will Special Ability

1 1 2 0 0 Quickening (10%), Entropic Blow 2/day
2 2 3 0 0 Rapture, Damage Reduction 1
3 3 3 1 1 Quickening (20%), Rite of Destruction, Entropic Blow 3/day
4 4 4 1 1 Greater Rapture, Damage Reduction 2
5 5 4 1 1 Quickening (30%), Entropic Blow 4/day

Class Features:
The powers unlocked by a champion of entropy are great indeed, though their cost is equally
high.
Damage Reduction (Su): As per the barbarian class ability. This stacks with previous
damage reduction only if the character previously had it as a class ability.
Entropic Blow (Sp): As with the standard Doomguard ability, the character must make
declare the use of this power before making a melee attack. If the attack hits by a margin of 5 or
more, the target’s hit points are reduced by half. The total in the chart represents combined uses
of the ability per day.

40
 Quickening (Su): When a Champion of Entropy slays an opponent with a melee or
missile weapon, she feasts upon the release of destructive energy and gains a portion of the
subject’s life force variant upon his level. The stolen portion is a percentage of the victim’s hit
points at full strength, from 10% to 30%. Thus, a giant with 200 hit points would yield 20 hit
points to a Champion of Entropy. These hit points will not bring the character above her normal
maximum, but are treated simply as normal healing energy.
Rapture (Su): When surrounded by the essence of destruction, such as an entryway to
the Negative Energy Plane or even within the burning magma of a volcano, the Champion of
Entropy gains the ability to regenerate at a rate of one hit point per round. At higher levels, the
champion can draw the power of Entropy from anywhere in the multiverse and permanently
gains the ability to regenerate one hit point per round. Treat all attacks as subdual damage.
Rite of Destruction: A secretive tradition of the Sinkers, the character undergoes a
ceremony in which he is brought before the four Greater Doomlords. A portion of his own skin is
removed and forged into an Entropy Blade (see Chapter 6: Planar Items) in the weapon of his
choice. Though the weapon is quite powerful, the transformation costs the character a point of
constitution permanently.
Touch of Entropy: Dealing with the forces of destruction does not come without a price.
For every level gained as a Champion of Entropy, there is a consequence to the character. At 1st
level, she is no longer able to heal through magical means; healing magic simply has no effect if
cast (even if unconscious or otherwise unable to resist healing, which she would probably refuse
anyway). At 2nd level, she must sacrifice some portion of himself to Oblivion, losing either one
point from an ability score or six hit points; this is an irreversible change. At 3rd level, the
character must further pay the penalty of dealing with Oblivion, either losing two points from a
single ability score or dropping twelve hit points. At 4th level, the character must complete a
specific task for the Doomguard. The quest is usually extremely difficult, as the Sinkers
constantly wish to test the loyalty of those in the faction. At 5th level, the character is on the cusp
of becoming a Doomlord, awaiting only permission from the faction. They must commit
themselves, fully and completely, to the ideals of absolute destruction of the multiverse and all
its beings—not maliciously, but matter-of-factly. The character’s alignment typically shifts one
step towards neutrality, though this is not mandatory.

41
 \Faction High-ups

Factol Pentar

Female human Doomguard (Factol of the Doomguard) Rgr15-Champion of Entropy5: CR

25; Medium-size Humanoid (human); HD 15d8 + 5d10 + 180; hp 285; Init +6; Spd 30; AC 35
(touch 25, flat-footed 25) [+6 Dex, +10 armor, +5 ring, +4 haste]; Attacks: +20/15/10/5 (swords:
26/26/21/16/11 & 26/26/21); Dmg: 1d10+10(+3d6 lightning, +2d6 wilting)/17-20 &
1d10+10(+3d6 lightning)/15-20; AL CN; Saves: 13/10/6
(32/26/20); Str 21, Dex 23, Con 28, Int 19, Wis 19, Chr 25;
Height 5 ft. 7 in. Age: 29.
Skills and Feats: Bluff +25, Concentration +27,
Diplomacy +15, Hide +8, Intimidate +25, Knowledge
(Sigil) +6, Jump +20, Listen +24, Move Silently +18,
Search +22, Sense Motive +9, Spot +24, Tumble +24;
Feats: Alertness, Ambidexterity, Blind-Fight, Improved
Blind-Fight, Two-Weapon-Fighting, Improved Two-
Weapon Fighting, Weapon Balance, Power Attack, Dodge,
Mobility, Spring Attack, Combat Reflexes, Improved
Critical (long sword), Shadow.
Special Qualities: Ranger Abilities: Favored enemy:
1st: Modrons, 2nd: Harmonium, 3rd: Fraternity of Order, 4th:
Celestials. Champion of Entropy Abilities: Greater Rapture,
entropic blow 4/day, Damage reduction 2, quickening 30%.
Doomguard benefits: CR +1, 1/day—inflict light wounds,
harm, mass harm; death ward (Su), fast healing 1, cannot
be healed by magic. Factol of the Doomguard Abilities: CR
+4; Summon Elementals (Sp): 1/day, Pentar can gate in elementals from any of the Doomguard
fortresses. She can summon 1 greater, 2 huge, or 4 medium elementals of her chosen variety;
Lady of Destruction (Su): Pentar can, with a touch, evoke the destruction spell (DC 27) upon any
creature except a Doomguard; Enhanced Constitution: +10 enhancement bonus to Constitution;
Regeneration (Su) Regenerates 5 hit points per round. This stacks with her fast healing ability
and rapture abilities to allow her to regeneration 7 hit points per round; Oblivion Shield (Ex): +5
competence bonus to all saves. Scene of Destruction (Su): As the Voidcaster ability. Factol
Immunities: imprisonment, maze, reverse gravity, harm, cone of cold, fear, slow, hold person,
magic missile. Permanent enchantments (all 20th caster level): resistance +5, protection from
arrows 10/+5, see invisibility.
Ranger Spells per Day: 3/3/2/2; Base DC = 14 + spell level.
Signature Possessions: Abyssal red steel keen long sword +5 of speed, Vacuous Ire
(primary hand), is an Abyssal red steel vacuum blade that immunizes Pentar from gas-based
attacks and inflicts 2d6 wilting damage with each hit. Abyssal red steel chain shirt +5 of heavy
fortification, cloak of protection +5, Entropy’s Embrace (ring +6 to all ability scores, constant
Demonic Power effect), boots of stealth, Eyes of charming, amulet of thunder (adds 3d6
electrical damage to each attack), Bracers of destruction (functions as ring of destruction), belt of
haste (constant effect), ring of mind blank. She also possesses the Blade of Modron Death (an

42
ancient dust blade with a modron-bane enchantment that is passed from factol to factol as the
years progress. The destructive items at her potential (through the Armory) exceed that of most
any other Factol.

Background:
See The Factol’s Manifesto.

Roth, Greater Doomlord of Salt

Male tiefling Greater Doomlord of Salt Ftr15-Champion of Entropy5: CR 23; Medium-size

Outsider (tiefling); HD 15d10 + 5d10 + 180; hp 336; Init +7; Spd 30; AC 39 (touch 20, flat-
footed 34) [+1 Dex, +14 armor, +5 ring, +4 haste, +5 natural]; Attacks: +20/15/10/5 (sword:
37/32/27/22); Dmg: 2d8+22(+2d6 acid)/17-20; AL CN; Saves: 13/6/6 (27/14/13); Str 28, Dex
17, Con 29, Int 14, Wis 14, Chr 21; Height 5 ft. 9 in. Age:
Unknown.
Skills and Feats: Intimidate +28, Knowledge
(Sigil) +7, Jump +19, Listen +5, Spot +5; Feats:
Improved Initiative, Weapon Focus (greatsword),
Weapon Specialization (greatsword), Improved Critical
(greatsword), Power Attack, Sunder, Cleave, Quick-
Draw, Blind-Fight, Improved Blind-Fight, Expertise,
Improved Disarm, Weapon Mastery (greatsword), Death
Blow, Dragon’s Toughness x2.
Special Qualities: Champion of Entropy Abilities:
Greater Rapture, entropic blow 4/day, Damage reduction
2, quickening 30%. Doomguard benefits: CR +1, 1/day—
inflict light wounds, inflict moderate wounds, harm, mass
harm; death ward (Su), fast healing 1, cannot be healed
by magic. Greater Doomlord of Salt Abilities: +2 CR,
Rusting Touch (Su): with a touch, all metal items crumble
and break into rusted pieces, item save DC 25.
Immunities (Ex): All Doomlords are immune to elemental damage (all), gas-based attacks,
poison, disease, critical hits, sneak attacks, and almost anything requiring a fortitude save.
Destruction Aura (Su): Constantly radiating in a 10ft area about Roth is a hazy black shadow that
provides 50% concealment (not penetrated by light spells or Darkvision) and that reduces
opponents attack, damage, skill, and saving throw rolls by 4 points. He can suppress the aura at
will as a free action. Ability Boost: As a Doomlord, Roth gains a +4 to Str, +6 to Con, and a +4
to Cha. Permanent enchantments (all 20th caster level): resistance +5, see invisibility.
Signature Possessions: Roth’s Edge (Abyssal red steel greatsword, salt blade),
Doomlord’s Shell (Abyssal red steel full plate +5), ring of protection +5, ring of protection from
law (constant effect), belt of haste (constant effect), amulet of the heavens (+4 all ability scores).

43
The Dustmen
Searching for corpses in the worst regions of the Hive, their faces cold and
emotionless, walk the ranks of the Dustmen (Dusties, the Dead). They are
a grim faction, perhaps even more so than the Doomguard, believing that
all life is a prison from the Truth—which is, in their case, nonexistence.
Only when the soul has reached True Death can a body truly be at ease
and learn the secrets of the multiverse.

Membership (~20,000 in Sigil): The Dead typically care little for class, race, or much else in
their selection of members. They are very prolific despite typically remaining in the shadows.
Joining the Dead is usually accomplished by simply going to the Mortuary and showing
dedication to the cause (or rather, a lack of dedication to life). Advancing in the ranks is a
different matter entirely; for such a calm, seemingly docile faction, the Dustmen are well-
organized at their core and very selective about revealing their secrets. Nearly all Dustmen live
and operate in the Hive.
Alignment: Alignment is not a concern, but there tend to be few lawful characters in the
ranks due to the patience and general apathy exuded by most of the Dead. Chaotic creatures are
equally rare because of their impulsiveness and tendency to emotional extremes. Most Dustmen
eventually sway towards Neutral as their careers progress.
Classes: Only a few classes are prolific within the Dead. Necromancers, clerics of death
deities or the ideal of death, and true necromancers are by far the most common. Assassins come
in somewhere beneath these three, and most of them eventually join the Deathwalkers (see
below). Some druids believing in the life/death cycle also join the Dead. Dustmen barbarians,
paladins, monks, and rangers are all but unheard of.
Races: Humans and tieflings make up the bulk of the mortals amongst the Dustmen, as
most other races find their cool solemnity unnerving and aloof. However, a massive number of
Dustmen (far greater than is commonly believed) consist of free-willed undead. While zombies
and skeletons are used for chores and unkeep around the Hive and the Mortuary, chant has it that
the inner most circle of the Dustmen is almost entirely ghosts, vampires, specters, liches, and
other such creatures. Many mortal Dustmen eventually pursue this path en route to discovering
the Truth.
Splinter Factions: There are rumors amongst the Dead of groups dedicated to the
preservation of life, that immortality rather than destruction is the key to unlocking the Truth. If
this group exists, however, its number is exceedingly small. In the long history of the Dustmen,
no true splinter factions have ever emerged. Some credit this to the strength of the Dead’s
beliefs, while others say Factol Skall simply destroys any that disagree with his overarching
ideals.
Alliances: Doomguard, Bleak Cabal.
Enemies: Sign of One, Sensates.

Organization: The Dead are far more organized than is commonly known. The ranks are
divided into Circles, each one representing a closer allegiance and dedication to the Truth. Only
Factol Skall and his most personal advisors are Initiates of the First Circle. The Second Circle
consists of almost entirely undead beings, mostly mortals who chose the path of undeath in order
to better experience a passionless life. They typically reside within the Negative Energy Plane

44
within the Dustmen Citadel. The Third Circle represents the most powerful mortals within the
Dead and the face of the faction within the Cage. It is typically they who run the Mortuary and
conduct and manage daily business in Sigil and advise Skall on happenings therein. The Fourth
and Fifth Circles are for Initiates that have entered the faction and wish to pursue life as a
Dustmen. Many of these men and women make up the Collectors, the group of Dustmen
responsible for cleaning up the corpses in the Hive and bringing them to the Mortuary. The
Collectors are presided over by a member of the Third Circle. As policy, most of the faction’s
secrets are not told even to these members until they are judged trustworthy by a Initiate of the
Third Circle. Advancement is at the whim of the faction elite.
Base of Operations: The Mortuary within the Hive. The planar headquarters is within the
Negative Energy Plane.
Factol: Skall
High-ups: Komosahl Trevant (Human ♂/ Wiz15/ Dustmen/ NE) is Skall’s primary
bureaucrat, taking care of most straight faction business and documenting all orders and
activities. Oridi Malefin (Tiefling ♀/ Clr20[Death]-Hierophant2-Epic1/ Dustmen/ N) is the
highest ranking priestess within the faction.

Dustmen Template

“Dustmen” can be added to any creature meeting the faction membership guidelines. The
creature type is not changed. The Dustmen creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Dustmen gain spell-like abilities based upon their beliefs as they gain
levels. In order to gain these abilities, the character must have a charisma score of at least 8.
Spells function with the character level or hit dice as the caster level and charisma as the
modifying score for DC. All the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Chill touch
5-8 Vampiric touch
9-12 Animate dead
13-17 Control undead
18-20 True Death (at will)

True Death (Sp): This spell-like ability is unique to the Dustmen. It requires the
character to make a melee touch attack, at which point the spell takes effect.
Anyone under this curse radiates a black, shadowy glow when under the
examination of a detect magic spell or similar effect. A Spellcraft check DC 25
will reveal the aura for what it is. A victim with this curse suffers a terrible price:
he can no longer be raised, resurrected, or brought back to life in any other
fashion once slain. Once detected, the curse can only be removed through the
casting of a wish, miracle, or targeted Mordenkainen’s disjunction spell, and
even then the caster of this spell must make a caster level check (DC 11 + caster
level) versus the caster of True Death. Even then the True Death caster will know

45
 that the curse has ended even if he is not present. The Dustmen do not use this
power lightly and typically reserve it only for their greatest enemies. It is
commonly known in the Cage that undoing this curse will most likely bring about
the eye of the Dead—a gaze few wish to be under.

Special Qualities: As the Dustmen progresses in levels, he gains several important

abilities. At the same time, however, Dustmen cannot be raised, reincarnated, or resurrected,
though they can (and often are) raised as some form of undead creature. Many plan for this
occurrence ahead of time.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Dead Truce
8-11 Death Ward
12+ Lifeless Body

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Dustmen, this study prepares them for dealing with undead corpses (salves,
embalming fluids, etc.), faction life in Sigil, and instruments in the ways of
animating creatures and using necromantic items. The character treats Alchemy,
Knowledge (arcane), Knowledge (Sigil), and Use Magic Device as class skills
regardless of what they normally would have access to.
Dead Truce (Ex): The Dustmen’s intimacy with death gives them a buffer versus
undead creatures. So long as the Dustmen does not harm the undead creature, any
of its allies, or other undead within the immediate area, the undead creature will
not attack the Dustmen. Undead creatures, even those of free will, are magically
bound to not harm a mortal under the Dead Truce unless the mortal breaks it first.
Death Ward (Su): The character is constantly under the effects of the spell death
ward can at his level. It can be dispelled but can be reactivated as a free action.
Lifeless Body (Su): At the highest levels of power, the Dustmen gains many of the
immunities inherent to undead creatures. He becomes immune to critical hits,
subdual damage, ability damage, energy drain, and death from massive damage.

Challenge Rating: Same as base creature +1.

46
Dustmen Prestige Classes

Deathwalkers
Within the deepest bowels of the Mortuary, Factol Skall sets the agenda of the Dustmen. Though
the Dead attempt, like any other faction, to sway individuals to their beliefs, many common
Cagers, especially among the wealthy, simply
ignore or even scoff them. These fools are
trapped within a prison—life—and must be
shown that to embrace death is to embrace the
light of Truth.

The Deathwalkers are the hand-picked minions

of Factol Skall designed for one purpose:
enlightenment. These revelations do not come
from speeches, pamphlets, or books, however,
but often from the edge of a blade. The
Deathwalkers are selected to punish those that
transgress the interests of the Dead.

Few know of this group even within the ranks of

the Dead. Only members of the Third Circle and
above have even heard of these dark agents,
often dismissing rumors of those crossing the
Dustmen suddenly finding their way into the
corpse wagon as mere superstition. Surely some
of it is. But thanks to Deathwalkers, much of it is
not.

Most of the Deathwalkers come from the ranks of rogues or assassins. Though they do not have
to be evil, most are.

Requirements:
In order to become a Deathwalker, a character must meet the following requirements:
Alignment: any nongood
Abilities: Sneak attack +4d6
Feats: Death Attack, Poison Craft
Skills: Hide 10 ranks, Move Silently 10 ranks, Disguise 10 ranks, Craft (poisonmaking)
10 ranks.
Special: The Deathwalkers must be members of the Dustmen faction with the Dustmen
template.

Class Abilities:

47
 Hit Die: d6
Class Skills: Bluff, Climb, Craft, Decipher Script, Disable Device, Escape Artist,
Forgery, Gather Information, Hide, Innuendo, Intimidate, Jump, Listen, Move Silently,
Open Lock, Profession, Read Lips, Search, Sense Motive, Spot, Tumble, Use Rope.
Skill points: Each level: 4 + Int modifier
Weapon and Armor: Deathwalkers gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Ability

1 1 0 2 0 Sneak attack +1d6
2 2 0 3 0 Slaying dagger I
3 3 1 3 1 Sneak attack +2d6
4 4 1 4 1 Improved Evasion
5 5 1 4 1 Sneak attack +3d6
6 6 2 5 2 Greater sneak attack
7 7 2 5 2 Sneak attack +4d6
8 8 2 6 2 Slaying dagger II
9 9 3 6 3 Sneak attack +5d6
10 10 3 7 3 Greater death attack

Class Features:
Godslayers gain the following abilities to help them deal with the minions of the Powers:
Sneak Attack (Ex): As the rogue ability. It stacks with sneak attack bonuses gained from
other classes.
Greater Sneak Attack (Su): Charged with the ability of True Death, the character can
hit for extra damage against characters normally immune to it. This ability penetrates innate
immunity to sneak attacks (such as undead) and fortification armor or similar magic, but not
uncanny dodge or abilities that avoid the sneak attack situation as a whole.
Slaying Dagger (Sp): The Deathwalkers can imbue his melee weapon with the ability to
cast slay living upon impact. He can do this 1/day. The DC from the spell is 15 + charisma
modifier. At 8th level, he can also imbue destruction into his weapon 1/day, with a DC = to 17 +
charisma modifier.
Improved Evasion (Ex): As the standard ability.
Greater Death Attack (Ex): The Deathwalkers has refined his abilities to kill. Instead of
having to study his opponent for three rounds before attempting a death attack, he may
automatically make one such attack against any given opponent regardless of observation time
(DC ½ character level + Int modifier). After he has used this ability, it cannot be used again on
the same opponent until the next encounter (if the victim was fortunate enough to survive). It
otherwise follows the standard rules of the death attack.

48
\Faction High-ups

Factol Skall

Male lich Dustmen (Factol of the Dustmen) Nec16-Acm4-Epic7: CR 34; Medium-size

Undead (lich); HD 20d12; hp 139; Init +3; Spd 30; AC 18 (touch 13, flat-footed 15) [dex 3,
natural 5]; Attacks: +10/5 (touch: 13/8); Dmg 1d8+8/20; AL NE; Saves: 6/6/14 (11/14/31); Str
16, Dex 17, Con —, Int 36, Wis 25, Chr 22; Height Variable. Age: Unknown.
Skills and Feats: Alchemy +20, Concentration
+30, Hide +24,Knowledge (arcane) +43, Knowledge
(Sigil) +43, Knowledge (Negative Energy Plane) +43,
Knowledge (religion) +43, Move Silently +24, Scrying
+43, Spellcraft +43; Feats: Maximize Spell, Persistent
Spell, Quicken Spell, Craft Wondrous Item, Improved
Counterspell, Twin Spell, Spell Penetration, Chain Spell,
Spell Focus (necromancy), Greater Spell Focus, Scribe
Scroll.
Special Qualities: Lich Abilities: CR +2, Undead
qualities, Fear Aura (Su) DC 30, Paralyzing Touch (Su)
DC 30, Damage Reduction 15/+1 (Su), Immune to cold,
electricity, polymorph, and mind-affecting attacks;
Dustmen benefits: CR +1, Spell-like abilities: 1/day—
chill touch, vampiric touch, slay living, true death; Dead
Truce (Ex), death ward (Su). Archmage Abilities: high
arcana spell power +3, spell power +2, shaping, arcane
reach. Factol of the Dustmen Abilities: CR +4; Lord of
the Dead (Su): Skall can control any undead creature of less than 14 HD as if using the dominate
monster spell, except the creature does not receive a save. Further, he can cast a double strength
animate dead at will, effectively allowing him to create 54HD of undead creatures each round if
he so chooses. Finally, he is completely immune to the turning and rebuking powers of clerics;
Detect Magic (Su): line of sight; Summon Undead (Su): Skall can summon any undead creature
of his hit dice or less once per round as a free action as if he had used a summon monster spell.
They fight with him loyally and obey his every command; Negative Energy Burst (Su): Skall
can, as a standard action, direct a cone 10’ wide and 60’ long of negative energy from his
fingertips. The energy inflicts 27d6 damage upon living creatures and inflicts 2d4 negative levels
upon them. There is no save, but creatures can attempt to regain negative levels (DC 30) as
normal. Factol Immunities: meteor swarm, maze, holy word, heal, flame strike, locate creature,
slow, Melf’s acid arrow, magic missile; Enhanced Intelligence: Skall has used wishes to augment
his intelligence by 5 points. Experimentation: through the use of wish spells and other magical
experimentation, Skall has gained the following abilities: constant—shapechange, detect
thoughts, nondetection. Epic-level benefits: +1 spell level 7 times. Permanent enchantments (all
27th caster level): resistance +5, protection from arrows 10/+5, see invisibility, tongues,
comprehend languages.

49
 Necromancer Spells per Day: 5/9/8/8/8/8/7/6/6/6/1/1/1/1/1/1/1; Base DC = 28 + spell
level, necromancy spells 32 + spell level. Skall casts spells as a 27th level necromancer. He is
banned from the school of divination. His horde of tomes in the Dustmen Citadel holds almost
every spell in existence.
Signature Possessions: Amulet of the Dead (+6 to all ability scores, constant spell turning
effect, +8 resistance bonus to save versus spells), Staff of the Archmagi.

Background:
See The Factol’s Manifesto.

50
The Fated
Mercy is just a weak sod’s crutch. This is the creed of the Fated (the
Heartless, the Takers), a grouping of hard-nosed individualists who
believe that every berk in the multiverse is responsible for her own fate.
The strong take what they want from the weak—not because it’s right, but
simply because it is inevitable. Fated are pragmatic and usually
uncompromising.

Within Sigil the faction is responsible for collecting the taxes that fuel the
city’s government. Merchants, property owners, and even the factions contribute to this pool of
resources. Because of the nature of this responsibility, the Fated aren’t particularly popular
within the Cage.

Membership (~15,000 in Sigil): The Fated look for determination more than any particular
combination of race, class, or ideology when recruiting for new members. They operate across
all of Sigil, without preferring one ward over another, collecting taxes from everyone as
necessary.
Alignment: The only restriction faced by incoming members is that they cannot be lawful
good—most of these berks are too merciful to get the job done correctly.
Classes: Self-sufficient classes take a liking to the regiment of the Fated. Most members
are single-mindedly dedicated to the acquisition of wealth, which leads to a slew of rogues. Most
of the faction’s magical ranks come from sorcerers, as they are more independent than wizards,
typically and thusly more easily focused on taking what they need to find the Truth.
Races: Humans and dwarves are the most well-represented races in the Fated in that
order. No race is shunned, but few others find the Taker’s call to be that appealing. Since most
other races are more unified to one another and less independent than humans, they find the
single-minded dedication to themselves and their own advancement to be rather selfish.
Splinter Factions: The Fated have not had any known splinter groups of note.
Alliances: Free League, Mercykillers
Enemies: Harmonium.

Organization: The Takers have no particular hierarchy. Necessary positions are filled as they
are taken, though the Duke has full autocratic power to do whatever he wants. Below him is only
the High Quaestor. Most Fated don’t worry too much about ascension through the faction (unless
they want Darkwood’s place, and the Lady save them if that’s the case) but instead through the
Planes in general.
Base of Operations: Within the Hall of Records in the Guildhall Ward. In the Planes, they
house themselves in Ysgard.
Factol: Rowan Darkwood
High-ups: Aram Oakwright (Dwarf ♂/ Ftr5-Rog5/ Fated/ CN) is the steward of the Hall
of Records. High Quaestor Elletha Tamwood (Human ♀/ Rog3-Quaestor5/ Fated/ LN) is in
charge of all tax collections and finance records.

Fated Template

51
“Fated” can be added to any creature meeting the faction membership guidelines. The creature
type is not changed. The Fated creature uses all the base creature’s statistics and abilities except
for those noted here.
Special Attacks: Fated gain spell-like abilities based upon their beliefs as they gain
levels. Due to their self-sufficiency, their abilities represent a wide variety of powers. In order to
gain these abilities, the character must have a charisma score of at least 8. Spells function with
the character level or hit dice as the caster level and charisma as the modifying score for DC. All
the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Endurance
5-8 Fast healing
9-12 Iron skins
13-17 Vision
18-20 Mind blank

Fast Healing (Sp): This ability, once cast, allows the Fated to heal at a rate of 1
point per round for a minute per level each day.

Special Qualities: As the Fated progresses in levels, he gains several important abilities.
At the same time, however, Fated are very adverse to receiving help from others. They cannot
accept charity of contribution; they must earn or pay for every service they receive.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Trademaster
8-11 Proficiency
12+ Remain Conscious

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the Fated,
this study prepares them for dealing with the value of objects, getting information
from people, and faction life in Sigil. The character treats Appraise, Gather
Information, Knowledge (Sigil), and Sense Motive as class skills regardless of
what they normally would have access to.
Trademaster (Ex): The Fated gains the Trademaster feat. If he already has the
feat, this stacks with the first.
Remain Conscious (Ex): The Fated gains the Remain Conscious feat even if he
does not meet the prerequisites for it. He is tough and determined and less willing
to yield to pain or injury.
Proficiency: Every Fated makes his own way, and this individualism gives each
Fated the advantage of learning more proficiencies than normal. He may take any
one group of weapons or armor he is not proficient with and learn it. For example,
an 8th level Fated sorcerer could choose simple weapons or even light armor. The
only requisite is that the character must have proficiency in the category before it

52
 (light before medium armor, martial before exotic weapons etc.) in order to gain
this advantage. This is a group proficiency, not just single weapon or armor.

Challenge Rating: Same as base creature +1.

Fated Prestige Classes

Quaestor
The ranks of the Fated are often filled with greed. This isn’t necessarily a negative; it motivates
faction members to do all sorts of things, both vile and innocent. Some go out and pursue their
personal interests. Others, however, choose to undertake the roll in collecting taxes for the
faction. These financial chieftains are called Quaestors.

While it might seem that tax collectors would make poor adventures, the Fated variety learn
several tricks to help them cheat the market and cheat the people controlling it. They are experts
and obtaining money in any way possible. Within the Cage, they are almost unanimously hated,
especially by the working classes, though such is the price for being involved with taxes.
Quaestors that go out into Sigil or the Planes at-large typically become merchants, diplomats, or
even some form of ambassador.

Despite what many think, Quaestor are quite adept at combat. Such skill comes about often
through sheer necessity. Many are adept swordsman, though they tend not to wear any form of
armor. Many Fated take at least one level in this class to get experience with the finances of the
Planes.

Requirements:
In order to become a Quaestor (Que) a character must meet the following requirements:
Abilities: Charisma 13+, Intelligence 13+
Skills: Appraise 5 ranks, Bluff 5 ranks, Diplomacy 5 ranks
Special: The Quaestor must be members of the Fated faction with the Fated template.

Class Abilities:
Hit Die: d8
Class Skills: Appraise, Bluff, Craft, Decipher Script, Diplomacy, Disguise, Forgery,
Gather Information, Innuendo, Knowledge (all skills), Pick Pocket, Profession, Read
Lips, Sense Motive, Spot, Tumble, Use Magic Device.
Skill points: 8 + Int modifier
Weapon and Armor: Quaestor are proficient in all simple and martial weapons.

Level Attack Fort Ref Will Special Ability

1 1 0 2 2 Haggler 1st, Skill Focus
2 2 0 3 3 Charm person 3/day
3 3 1 3 3 Haggler 2nd,Skill Focus

53
 4 4 1 4 4 Detect thoughts 3/day
5 5 1 4 4 Haggler 3rd, Skill Focus

Class Features:
Quaestor gain the following abilities to help them make their way in the multiverse:
Haggler (Ex): The Quaestor has mastered the art of the deal. Anytime he is purchasing
items, he may subtract a flat 10% from the cost for every odd level. If he is selling goods, he may
demand this extra price as well.
Charm person (Sp): Three times per day, the haggler can effectively charm one person
as per the spell. He does this through smooth talking and negotiation. The Will save DC is 11 +
the Quaestor’s charisma modifier.
Detect thoughts (Sp): Three times per day, the Quaestor can cast detect thoughts with a
DC ½ character level + charisma modifier.
Skill Focus (Ex): The Quaestor gains the Skill Focus feat for free in a skill of his
choosing.

\Faction High-ups

Factol Rowan Darkwood

Male human Fated (Factol of the Fated) Ftr2-Rgr8-Clr17: CR 32; Medium-size Humanoid
(human); HD 2d10 + 8d10 + 10d8 + 180; hp 301; Init +3; Spd 30; AC 30 (touch 21, flat-footed
24) [armor 9, dex 6, ring 5]; Attacks: +17/12/7/2 (sword: 30/25/20/15 & dagger: 30/25); Dmg
1d8+15/19-20 & 1d4+15/19-20; AL CG; Saves: 16/5/9
(30/15/21); Str 30, Dex 21, Con 29, Int 21, Wis 25, Chr
23; Height 6 ft. 3 in. Age: 43.
Skills and Feats: Appraise +20, Bluff +18,
Concentration +27, Diplomacy +18, Heal +14, Hide +25,
Listen +15, Knowledge (Sigil) +25, Knowledge (religion)
+25, Move Silently +25, Sense Motive +9, Spellcraft
+25, Spot +17, Wilderness Lore +19; Feats: Track,
Improved two-weapon fighting, weapon balance, blind-
fight, combat reflexes, maximize spell, spell focus
[enchantment], spell penetration, greater spell
penetration, quicken spell, acting, trademaster, resilience.
Special Qualities: Fated benefits: CR +1, 1/day—
endurance, fast healing, vision, stoneskin, mind blank.
Factol of the Fated Abilities: CR +4, Enhanced
constitution: Darkwood has a +10 enhancement bonus to
constitution. Factol Immunities: meteor swarm, maze,
holy word, harm, flame strike, locate creature, slow,
Melf’s acid arrow, magic missile; Factol Spell-like
Abilities: constant—divine power, righteous magic, divine favor; 1/day—dominate monster,

54
maze, teleport without error, eyebite, prying eyes, detect scrying, haste, locate object, identify.
Enhanced Strength: Darkwood has used wishes to augment his strength by 5 points. Epic-level
benefits: +1 effective cleric level 7 times (included above). Permanent enchantments (all 20th
caster level): resistance +5, protection from arrows 10/+5, see invisibility, tongues, comprehend
languages.
Cleric Spells per Day: 6/8/8/8/7/6/6/4/3/2; Base DC = 17 + spell level, enchantment
spells 19 + spell level.
Ranger Spells per Day: 3/2; Base DC = 17 + spell level, enchantment spells 19 + spell
level.
Signature Possessions: Dancing long sword +5, ring of protection +5, Fate’s Chosen
(amulet +5 all abilities), mithral chain shirt +5, dagger +5.

Background:
See The Factol’s Manifesto.

55
The Fraternity of Order
Laws are everything. There are rules in everything a body does, and once
he knows what they are, he can get whatever he wants. Laws are the key
to power. Once a body knows all the rules, the multiverse is his to
command.

The Fraternity of Order (Guvners) is the most rigid (if not militaristic)
faction in the Cage. They make the laws, the write the rulebooks, and they
sit on the seats of the High Court. Truly they hold a position of power
within Sigil, but Guvners will be quick to point out that it’s only a fraction of what they’re out to
uncover. To most Guvners, the natural laws of existence are their field of study, and the end
result is to gain power from them.

Membership (~17,000 in Sigil): The Fraternity tends to stay within the boundaries of the
Clerk’s Ward where their Courthouse lies. If they aren’t busily at work looking for new
loopholes in the multiverse, they’re off at the Civil Festhall looking into sensations and
experiences for insights into some new law or ideal that has yet to be explored.
Alignment: For obvious reasons, Guvners must be lawful. The balance between good and
evil isn’t relevant to the faction hierarchy.
Classes: Because of the alignment restriction, some classes simply can’t join the
Fraternity. Others simply don’t tend towards following its creed. The vast majority of brothers
are wizards, psions, or clerics (worshipping law), though a good number of monks as well.
Loremasters and diviners, as specialty casters, are also popular. All other classes tend to be rare.
Races: Humans, dwarves, and aasimar all take keenly to the Fraternity and join freely as
brothers. All chaotic races (elves, orcs, etc.) are exceedingly rare. Many baatezu and celestials
join the faction ranks as well, each seeking the power of law for a different reason.
Splinter Factions: The Mechanus Magi are a small sect of wizards dedicated to pursuing
the relevance of law to the Art. They are a bit more extreme than most within the Fraternity, and
they dwell almost exclusively within Mechanus. They are not at odds with the faction but simply
more withdrawn from daily activities.
Alliances: Free League, Mercykillers
Enemies: Xaositects, Revolutionary League

Organization: Members in the Fraternity are grouped into two main divisions that work either in
the Courthouse or in Sigil’s myriad libraries. The Court workers, typically replete with Praetors,
serve as judges, clerks, and other bureaucratic functions dealing directly with the Court system.
The other grouping performs great volumes of research into the laws of the multiverse and other
such things. Most adventures fall in this group, as hands-on exploration of the multiverse and its
laws certainly counts. The chain-of-command is so complicated and convoluted as to be
impossible to layout here, but the Fraternity is insistent upon having clearly defined ranks and
places of order, constantly subdividing groupings to more accurately narrow an individual’s
talents. Ascension is through a pre-planned combination of level, accomplishment, and service.
Base of Operations: Within the Courthouse in the Clerk’s Ward. In the Planes, they work
out of Mechanus.
Factol: Hashkar

56
 High-ups: Jamis (Human ♀/ Clr15[Oghma]/ Fraternity of Order/ LG) is the Bureau Chief
of the Ad Hoc Bureau of Courts. Nancias Garabutos (Human ♀/ Div12-Loremaster8/ Fraternity
of Order/ LN) commands the Fortress of Disciplined Enlightenment on Mechanus.

Fraternity of Order Template

“Fraternity of Order” can be added to any creature meeting the faction membership guidelines.
The creature type is not changed. The Fraternity of Order creature uses all the base creature’s
statistics and abilities except for those noted here.
Special Attacks: Fraternity of Order gain spell-like abilities based upon their beliefs as
they gain levels. Due to their control of the rules of existence, their powers reflect an ability to
manipulate reality. In order to gain these abilities, the character must have a charisma score of at
least 8. Spells function with the character level or hit dice as the caster level and charisma as the
modifying score for DC. All the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Calm Emotions
5-8 Zone of Truth
9-12 Probability Snare
13-17 Dictum
18-20 Shield of Law

Probability Snare (Sp): Once this spell is cast, everything within 120’ of the
brother becomes very orderly. Things that are meant to happen do. There is no
randomness, no chaos. In game terms, everything is averaged. If an attack roll
would hit 51% of the time, it hits. If it would hit 49% of the time, it misses. This
is likewise with saves. Damage is calculated purely through exact averages.
Creatures moving out of the effected area can act normally, but anything they do
that happens within the probability snare is still affected. There is no save, but
spell resistance does apply. The effect can be dispelled normally.

Special Qualities: As the brother progresses in levels, he gains several important

abilities. At the same time, however, Brothers cannot break laws of any kind. They can bend
them, surely, but knowingly breaking a law violates faction beliefs and relieves a berk of all his
powers.
Hit Dice/Level Qualities
1-3 Bonus Skills
4-7 Protection from Chaos
8-11 Analyze Probability
12+ Master of Law

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the

57
 Fraternity, this prepares them with understanding all forms of language, faction
life in Sigil, and the basics on the Planes. The character treats Decipher Script,
Forgery, Knowledge (any one skill), and Knowledge (Sigil) as class skills
regardless of what they normally would have access to.
Protection from Chaos (Su): The character is continuously warded as if the
protection from chaos spell were cast upon him. This can be dispelled, but the
brother can reactivate it as a free action.
Analyze Probability (Ex): The brother can usually tell whether or not a situation
will be dangerous, i.e. whether or not the monk will make the jump across the
gorge, or other similar situations. This functions as an augury spell in most cases,
with the DM letting the brother know whether or not an action will succeed (in
probability). He must first make a wisdom check DC 10. The DM responds with a
yes or no, but the character does not know whether or not he succeeded. If the
wisdom check fails, the character receives a non-answer. If the check fails by 5 or
more, the response is simply wrong.
Master of Law (Ex): The character’s instincts are so in tune with the laws of the
multiverse as to act as almost a “sixth sense” about impending danger. He
receives a permanent +1 luck bonus on all saves (this stacks with other similar
bonuses).

Challenge Rating: Same as base creature +1.

Fraternity of Order Prestige Classes

Praetor
The most powerful and influential
brothers within the Fraternity of Order
tend to be wizards. And most of these
wizards eventually elect to become
Praetors—singular walking bodies of law
within Sigil.

On a hierarchal level, the Praetors within

the Fraternity are those that gain the most
stature. They serve as judges within the
Courthouse, lawmakers and law-
interpreters within the Council, and
traveling regulators as they make their
way about the Cage. On a personal level,
Praetors learn to master the elements of
order in existence and can bend those
elements to their own will, even more than

58
a standard faction member. There are only about a hundred Praetors within Sigil at any given
time, and the highest-ranking ten determine faction policy.

Parading about the streets in flowing purple robes lined with golden sashes, their heavily armed
Praetorian standing guard, the Fraternity’s Praetors are a walking menace to those who would
defy the law.

Requirements:
In order to become a Praetor (Ptr) a character must meet the following requirements:
Abilities: Intelligence 15+
Spellcasting: Ability to case arcane spells of 5th level or higher as a wizard
Skills: Diplomacy 4 ranks, Knowledge (Law) 4 ranks, Profession (Advocate) 5 ranks.
Special: The Praetors must be members of the Fraternity of Order faction with the faction
template.

Class Abilities:
Hit Die: d4
Class Skills: Concentration, Craft, Diplomacy, Gather Information, Knowledge (all
skills), Profession, Scry, Speak Language, Spellcraft.
Skill points: 4 + Int modifier.
Weapon and Armor: Praetor gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Ability Spells per Day
1 0 0 0 2 Praetorian +1 level of wizard
2 1 0 0 3 Discovery 3rd +1 level of wizard
3 1 1 1 3 Spell Control +1 +1 level of wizard
4 2 1 1 4 Bonus Feat +1 level of wizard
5 2 1 1 4 Laws of the Art +1 level of wizard
6 3 2 2 5 Spell Control +2 +1 level of wizard
7 3 2 2 5 Discovery 5th +1 level of wizard
8 4 2 2 6 Bonus Feat +1 level of wizard
9 4 3 3 6 Spell Control +3 +1 level of wizard
10 5 3 3 7 Imperium +1 level of wizard

Class Features:
Praetor gain the following abilities to help them make their way in the multiverse:
Praetorian: Once initiated into the ranks of the Praetor, the character is immediately
assigned a cohort (see DMG) as if she had the leadership feat. This cohort is always a warrior of
some kind (possibly multi-classed) with the Fraternity of Order template. In addition to this
cohort, the character receives other followers as with the leadership feat; the highest ranking of
these followers fill out the character’s Praetorian (personal guard), while the lower-level ones
round out her staff within the Courthouse.
Bonus Feat: The Praetor may choose a feat from the bonus wizard feat list.
Discovery (Ex): The character has unlocked new magical spells. He may cast an
additional spell per day at the listed level.
Spell Control (Ex): The character’s master of the laws of the Art allows her spells to
become more potent. Add this value to save DC of all spells and to caster level checks versus
spell resistance. This stacks with other similar abilities.

59
 Laws of the Art: The character has learned a vital law about the rules governing the Art
in the multiverse. Because of this, he may treat his intelligence score as being 2 points higher
than it actually is for purposes of spell DCs, bonus spells per level, and ability to cast spells. This
mimics the feat Spellcasting Prodigy, and the effects stack.
Imperium (Su): The most potent and feared of the Praetor’s abilities is that of he
Imperium. It allows the Praetor to instantly and spontaneous declare a law when confronted with
any situation in Sigil. Thus, if she witnesses an individual commit an act she believes should be
outlawed, she may declare the power of Imperium, apprehend the criminal, and hand him over to
the Harmonium in preparation for trial. In this case, the target(s) chosen by the edict make all
rolls (attack, damage, saves, save DC, skill checks, etc) at a -4 penalty until apprehended or until
they have eluded the Praetor. If the target returns to confront the Praetor, he suffers the same
penalty every time until his is apprehended or the charges are dropped. The charges are subject to
debate once brought before the Court, so the guilty party may still go free. Despite the incredible
power this conveys, most Praetor are loathe to use it in this manner, for if often brings serious
inspection down upon their logical capacity if the charges are dismissed in court.

\Faction High-ups

Factol Hashkar

Male dwarf petitioner Fraternity of Order (Factol of the Fraternity of Order) Exp1: CR 6;
Medium-size Humanoid (dwarf); HD 1d6; hp 8; Init +0; Spd 20; AC 11 (touch 11, flat-footed
11) [size 1]; Attacks: +0; Dmg 1d2+1 (fist); AL LN; Saves: 0/0/0 (2/0/8); Str 12, Dex 10, Con
15, Int 33, Wis 26, Chr 23; Height 4 ft.10 in. Age:
Unknown.
Skills and Feats: Decipher Script +34, Diplomacy
+29, Forgery +34, Knowledge (any) +34, Profession
(Advocate) +31, Spellcraft +34; Feats: None.
Special Qualities: Petitioner Qualities: Immune to
fire and cold; Fraternity of Order benefits: CR +1, 1/day—
protection from chaos, dictum, probability snare, zone of
truth, shield of law; analyze probability. Factol of the
Fraternity Abilities: CR +4; Enhanced skills: despite only
having 1 hit dice, Hashkar has access to the above skills as
if he were a 20 hit dice creature. Summon Modrons (Sp):
Once per day, Hashkar can bend the fabric of reality
anywhere (even Sigil) and call forth a swarm of 10
modrons to protect himself. Master of Law (Ex): Hashkar’s
knowledge and mastery of the rules of the multiverse grant
him several qualities. He is immune to all spells, spell-like
abilities, and psionic effects of less than 7th level because of his knowledge of “loopholes” in the
workings of these abilities. He is also completely immune to any illusion, mind-affecting,

60
compulsion, chaos, or reality distorting (weird, etc.) spells or powers of any level. Alter Reality
(Sp): Hashkar can determine that any single event of no more than a few seconds simply didn’t
happen at any time. It requires a wisdom check (DC 10) to do so. He can use this ability 3 times
per day as a free action. Time Jump (Sp): Once per day, Hashkar can skip forward through time
up to ten minutes if he so desires.
Signature Possessions: Fraternity of Order robes, innumerable books.

Background:
See The Factol’s Manifesto.

61
The Free League
Live free or die. Put most simply, this is the one thing that unites the
members of a “faction” with no Factol, no base of operations, and no care
in the world about what one another believes. Some say that Indeps are
just indecisive; that they feel neutrality is a crutch they can hold onto to
support themselves. Certainly this is true for some, and it has benefits;
Indeps far outnumber any other faction in mercenary and merchant work
in the Cage and within the Planes. Many others, however, just believe that
a berk can think and act as she likes. And anyone that tells her otherwise
is arrogant, self-righteous, and far too concerned with his own affairs for his own good.

Despite lacking a seat on the Council, the Free League has substantial pull in the Cage. Its
members control the Great Bazaar in the Market Ward. Here they try and keep the Harmonium’s
paws off natural business and work to protect merchants from knights-of-the-post.

Membership (Unknown, but likely more than 50,000 in Sigil): Membership within the League
is curious; they have no official organization, so no one really “joins” anything. Some Indeps
have seen to putting an League tattoo upon their skin, showing their attitude of “death before
tyranny.” Most, however, work together in closely knit groups or help each other out wherever
and whenever they can.
Alignment: Any and all.
Classes: Any and all. Classes that tend to have very strong belief structures (paladins,
clerics, monks) are reasonably rare, but all can be found within the Free League.
Races: All standard races are prevalent within the League, though humans constitute the
majority. Most other races tend to have an inborn allegiance to their race which precludes these
faction beliefs.
Splinter Factions: As the League is barely a faction in and of itself, it has no splinters.
Alliances: Fated
Enemies: Harmonium

Organization: None. The faction operates through small groups of members that provide
information, housing, and even supplies to one another, but there is no official structure.
Base of Operations: None. They have scattered meeting points throughout Sigil, but call
the Great Bazaar (in the Market Ward) home. Within the Planes, the Free League calls
the Outlands kip.
Factol: None
High-ups: Bria Tomay (see below). Ashar Condrend (Human ♂/ Rog7-Wiz1-
Spymaster8/ Free League/ N) is a savvy merchant/smuggler whose primary concern is opposing
the Planar Trade Consortium with a newly founded group of his own, the Independent Trader’s
Alliance.

Free League Template

62
“Free League” can be added to any creature meeting the faction membership guidelines. The
creature type is not changed. The Free League creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Free League gain spell-like abilities based upon their beliefs as they
gain levels. Because their group has no Factol, organization, or other resources upon which to
rely, the Indep powers represent a large degree of flexibility. In order to gain these abilities, the
character must have a charisma score of at least 8. Spells function with the character level or hit
dice as the caster level and charisma as the modifying score for DC. All the following abilities
are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Know Faction (3/day)
5-8 Animal Affinity (psionic power)
9-12 Teleport
13-17 Vision
18-20 Protection from Spells

Know Faction (Sp): When this ability is used, the faction of a specific creature
can be determined. There is no save, though spell resistance does apply.
Creatures shielded from divinations and Anarchists are immune to this ability.

Special Qualities: As the Indep progresses in levels, he gains several important abilities.
Unlike other factions, they suffer no hindrances for gaining these abilities.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Resistance
8-11 Haggling
12+ Slippery Mind

Bonus Skills: Training in the ways of faction life—or just in surviving around the
factions, in the case of Indeps—tends to give a character access to skills normal
characters of their class would not have. In the case of the Free League, this study
prepares them for dealing in the merchant craft and general life in Sigil. The
character treats Appraise, Bluff, Gather Information, and Knowledge (Sigil) as
class skills regardless of what they normally would have access to.
Haggling (Ex): Indeps tend to be very familiar with the way of the marketplace.
As such, they receive a 10% discount on any purchases and can charge up to 10%
more for items of the same quality and receive it.
Resistance (Ex): Being free thinking tends to make a body more difficult to sway
than others. Free Leaguers gain a +2 bonus on all Will saves.
Slippery Mind (Ex): Indeps are highly resistant to charms and compulsions. They
act as if they had the rogue ability at all times.

Challenge Rating: Same as base creature +1.

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\Faction High-ups

Bria Tomay

Female Human Free League Brd14: CR 15; Medium-size Humanoid (human); HD 14d6 + 42;
hp 86; Init +7; Spd 30; AC 27 (touch 18, flat-footed 24) [+9 armor, +5 deflection, +3 Dex];
Attacks: +10/5 (dagger 12/7); Dmg 1d4+2/19-20; AL NG; Saves: 4/9/9 (11/17/17); Str 10, Dex
16, Con 16, Int 15, Wis 12, Chr 16; Height 5 ft. 6 in.; Age: 34.
Skills and Feats: Bluff +20, Craft (silversmith): +15, Diplomacy +13, Gather Information
+14, Knowledge (Sigil) +19, Perform +20, Sense Motive +18, Use Magic Device +19; Feats
Craft Wand, Great Fortitude, Spell Focus (enchantment), Obscure Lore, Leadership, Subsonics.
Special Qualities: Bardic abilities: Bardic music (inspire courage, countersong,
fascinate, inspire competence, suggestion, inspire greatness), Bardic knowledge +19, Free
League benefits: CR +1, 3/day—know faction, 1/day – animal affinity, teleport, vision.
Resistance (Ex) +2 will saves, Haggling (Ex), Slippery Mind (Ex). Permanent enchantments:
resistance +5, see invisibility, tongues, comprehend languages.
Bard Spells per Day: 4/4/4/4/3/1; Spells known: 6/5/5/5/4/3; Base DC = 13 + spell level,
enchantment spells 15 + spell level.
Signature Possessions: Amulet of Health +6, Brilliant energy dagger +2 (when a
command word is spoken, this dagger takes the form of a masterwork flute), mithral shirt +5,
ring of protection +5, wand of dominate person, wand of cure critical wounds.

Background:
See The Factol’s Manifesto

64
The Harmonium
Peace through war. Obedience through control. Harmony through
unification. This is the cry of the Harmonium (the Hardheads), the
resident police force of Sigil. To them, universal peace will come about
only when they can convince everyone else that the Harmonium way is
the right way. If it requires force, so be it. If it requires a little blood,
well, the berks should have realized harmony is worth any price

The Harmonium is a prolific faction, but its members are not well-liked. More factions consider
them an enemy than any other, as their beliefs leave little room for variety. In fact, variety is
exactly what they’re trying to weed out. They control the police force in the Cage and operate
out of a slew of outposts (usually more than one in each ward). The only place they don’t have
much sway is in the Hive, where life is so seedy as to repel even Hardhead patrols.

Membership (~25,000 in Sigil): The Harmonium is everywhere, though they patrol the Lady’s
War with more fervor than any other. Five member patrols are common on almost every street
corner, especially well-populated districts.
Alignment: Hardheads must be lawful in alignment. Rigid structure isn’t just
appreciated—it’s required.
Classes: Like their allies the Fraternity of Order, the Harmonium eliminates many classes
simply with alignment restrictions. Straight fighters, clerics, and wizards are the most common
members—in that order. The most popular prestige class is the faction’s own, the Measure (see
below), but church inquisitors are also prevalent and highly valued. Rogues, bards, and druids
are all but unheard of within the Harmonium.
Races: Humans, dwarves, and aasimar all come in considerable numbers. Not many full-
blooded celestials find the tyrannical Hardhead views very appealing, but some baatezu do. The
more whimsical races are precious few. The Harmonium insists this is not do to any particular
preferential treatment in recruiting policies, but a body can never be sure.
Splinter Factions: The Order of the Planes Militant were once a loose group within the
ranks of the Harmonium (see Planar Organizations). They believe in the conquest of the Planes
to liberate them from evil. Some Hardheads follow a similar logic, but most stay within normal
faction dogma.
Alliances: Mercykillers, Fraternity of Order
Enemies: Free League, Xaositects, Revolutionary League, nearly else everyone at some
time or another.

Organization: The Hardheads are rigidly organized, as one would expect. The entire faction is
divided into three main branches: the Measures, the Inquisitors, and the Battlemages. Before
entering any of these groups, Namers are called simply Notaries, working out their talents and
trying to discover, often through intense training, where they really belong.
Measures: The Measures (see the prestige class below) operate the patrols in the Cage.
They are ranked from Measure First to Measure Fifth, with more power coming according to
rank. Measure Grade Firsts tend to be the main foot soldiers of the Harmonium. They are
typically about 3rd-5th level. Each standard patrol has three Measure Grade Firsts, one higher
ranking Measure (depending upon the area in question), and an Inquisitor. In some areas a Grade

65
Five may replace the Inquisitors when such spellcasters are not needed. Advancement in the
Measures is difficult and not always determined merely by level. The leader of the Measures in
any particular city or region is called a Mover. Tests are common, as are breakdowns from the
stress of the job. Keeping order in the Cage is a tough business, after all. Measures conduct the
arrests of criminals and respond to any threats against the peace. Their jurisdiction is total. They
are the most common target of Anarchists everywhere.
Tribunes: The Tribunes are clerics sent along with patrols to judge truth and guilt. They
provide healing and backup magic to Measures as necessary. Unlike their warrior counterparts,
most Tribunes do not move out into the field until higher levels, typically until at least 7th. Most
within this group take the church inquisitor class, though some remain strictly single-classed.
Tribunes are ranked the same as Measures, with Grades First through Fifth.
Battlemages: The Elite warring wizards of the Harmonium are used for exactly what it
sounds like—intense magical combat. Most are sorcerers or wizards dedicated to
counterspelling, evocation, and troop-assisting magic. They train in the art of magical combat at
the Academy and are feared (and rightly so) throughout the Planes. Rank here is determined
almost entirely by level (and therefore power). Again, they are ordered Grade First through Fifth.
Base of Operations: The Harmonium’s Barracks lies within the Lady’s Ward. In the
Planes, they work out of the Harmonium Academy in the second layer of Arcadia,
Buxenus.
Factol: Sarin
High-ups: Killeen Caine (Half-elf ♂/ Evo17-Acm3/ Harmonium/ LN) is the current
commander of the Academy in Arcadia. Diana the Guardian (Human ♀/ Enchanter16/
Harmonium/ LN) wards the entrance to the Barracks, employing all manner of charms and
divinations to pull truth from those who seek audience.

Harmonium Template

“Harmonium” can be added to any creature meeting the faction membership guidelines. The
creature type is not changed. The Harmonium creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Hardheads gain spell-like abilities based upon their beliefs as they gain
levels. Due to their forceful personalities, they tend to gain abilities that “help” other beings see
things their way. In order to gain these abilities, the character must have a charisma score of at
least 8. Spells function with the character level or hit dice as the caster level and charisma as the
modifying score for DC. All the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Command
5-8 Hold Person
9-12 Charm Monster
13-17 Mass Suggestion
18-20 Demand

66
 Special Qualities: As the Hardhead progresses in levels, he gains several important
abilities. At the same time, however, Hardheads need to follow the written law as tightly as
possible, being as they are the resident police force. They must also accept orders from superiors
unquestioningly.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Hardheaded
8-11 Advanced Training
12+ Damage Reduction

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Hardheads, this leads towards imposing their will upon others, general faction life
in Sigil, reading and predicting the behavior of others, and sensing dangerous
situations. The character treats Intimidate, Knowledge (Sigil), Sense Motive, and
Spot and as class skills regardless of what they normally would have access to.
Hardheaded (Ex): The Harmonium are hard to influence and sway against their
will. They save at a +2 versus all mind-affecting and compulsion effects.
Advanced Training (Ex): All Harmonium train constantly at the Academy on
Arcadia. This gives them bonuses other characters would not have. They have the
option of either taking a proficiency class (i.e. medium armor or exotic weapons)
that they can access (that is, they have any prerequisite proficiencies; light armor
before medium armor and so on) or choosing any fight from the bonus fighter feat
list.
Damage Reduction (Su): At higher levels, the Hardheads body toughens through
intense physical training. This makes him highly resistant against the attacks of
mobs and lower-level groups. He gains a permanent damage reduction of 2/-. This
stacks with other similar class abilities.

Challenge Rating: Same as base creature +1.

Harmonium Prestige Classes

Measure
Striding through the streets of the Cage, marching triumphantly in packs of five, are the
Harmonium patrols. And leading each of these groups is undoubtedly one fighter of exceptional
skill and training. For criminals in Sigil, he is one of the most feared individuals they’re likely to
meet, for at a whim he can arrest and detain them. He is a Measure.

Measures are adept and disrupting riots, putting down revolts, and in general keeping the peace.
They tend to be forceful but fair, with extremes on either side. Measures are the most well-

67
known (and hated) faction unit in the city, mainly because they are always there, watching and
waiting for someone to slip up.

Measures boast better saves and better skills than standard fighters, while still retaining
proximity in overall combat skills.

Requirements:
In order to become a Measure (Mea) a character must meet the following requirements:
Base Attack Bonus: +4
Feats: Sunder, Weapon Focus (any)
Skills: Intimidate 4 ranks, Sense Motive 4 ranks.
Special: Measures must be members of the Harmonium faction with the Harmonium
template.

Class Abilities:
Hit Die: d10
Class Skills: Climb, Craft, Diplomacy, Gather Information, Heal, Innuendo, Jump,
Listen, Profession, Read Lips, Spellcraft, Swim.
Skill points: Each level: 4 + Int modifier
Weapon and Armor: Measures are proficient in all simple and martial weapons and all
forms of armor and shields.

Level Attack Fort Ref Will Special Ability

1 1 2 0 2 Tools of the Trade
2 2 3 0 3 Hold Person
3 3 3 1 3 Bonus Feat
4 4 4 1 4
5 5 4 1 4 Calm Emotions
6 6 5 2 5 Bonus Feat
7 7 5 2 5 Upgrade
8 8 6 2 6
9 9 6 3 6 Bonus feat
10 10 7 3 7 Bands of Sirellyn

Class Features:
Measures gain the following abilities to help them make their way in the multiverse:
Tools of the Trade: All Measures are equipped with armor, shield (if used), and a
weapon of at least +1 enchantment before they are set out on patrols. Additionally, they often
receive a set of Planar Manacles (see item appendix) to apprehend criminals.
Bonus Feat (Ex): The Measure gains a bonus feat from the fighter feat list.
Spell-like Abilities (Sp): The character can use the listed spell-like ability once per day.
Upgrade: A Measure of this rank will find upgrading his equipment to be much easier.
At this level, he may have any one weapon and any one suit of armor upgraded one “plus” by a
Harmonium wizard free of charge.

68
\Faction High-ups

Factol Sarin

Male human Harmonium (Factol of the Harmonium) Pal15-Measure5: CR 25; Medium-size

Humanoid (human); HD 15d10 + 5d10 + 180; hp 305; Init +9; Spd 30; AC 29 (touch 11, flat-
footed 28) [armor 9, dex 1, shield 9]; Attacks: +20/15/10/5 (sword: 31/26/21/16); Dmg
1d8+10/19-20; AL LG; Saves: 13/6/9 (33/22/25); Str 22,
Dex 20, Con 29, Int 17, Wis 21, Chr 22; Height 6 ft. 3 in.
Age: 37.
Skills and Feats: Diplomacy +16, Gather Information
+16, Heal +10, Intimidate +13, Listen +12, Knowledge
(Sigil) +13, Knowledge (religion) +8, Sense Motive +15,
Spellcraft +13, Spot +15; Feats: Improved Initiative, Power
Attack, Sunder, Weapon Focus (long sword), Cleave,
Combat Reflexes, Spring Attack, Mobility, Dodge, Shield
Focus.
Special Qualities: Harmonium benefits: CR +1;
1/day—command, hold person, charm monster, mass
suggestion, demand; Damage Reduction 2/-, Hardheaded,
Advanced Training: Sarin is proficient in exotic weapons.
Paladin Abilities: turn undead, divine health, aura of
courage, divine grace, smite evil 1/day, remove disease
5/week. Measure Abilities: 1/day—hold person, calm
emotions; Factol of the Harmonium: CR +4, Enhanced
constitution: Sarin has a +10 enhancement bonus to
constitution. Factol Immunities: Wail of the banshee, maze, prismatic spray, harm, cone of cold,
confusion, slow, Melf’s acid arrow, magic missile; Factol Spell-like Abilities: At will—greater
command, dispel magic; Constant—mind blank, protection from evil 10’ radius, endure elements
(fire); 1/day—fire shield, temporal stasis, power word, stun. Permanent enchantments (all 20th
caster level): resistance +5, protection from arrows 10/+5, see invisibility, tongues, comprehend
languages.
Paladin Spells per Day: 4/2/2/2; Base DC = 15 + spell level.
Signature Possessions: Sarin wears only three pieces of equipment. They give him
bonuses when worn together: Harmony’s Heart (full plate armor +5, heavy fortification),
Harmony’s Edge (flaming long sword +5), Harmony’s Ward (large steel shield +5, thorns effect
[reflects 50% of melee damage dealt back to attacker]). The bonuses from this set are: vampiric
regeneration (heals 50% of damage inflicted in melee), damage reduction 5 (brings his total to
7/-), +5 to all ability scores. Anyone other than Sarin donning any of these items suffers 2d4
negative levels until it is removed. These items were forged by Sarin’s wife, Faith (Human ♀/
Clr18/ Harmonium/ LG), a Tribune at the Academy.

Background:
See The Factol’s Manifesto.

69
The Mercykillers
Justice is eternal. It is the blade by which the Planes shall be cleansed.
Injustice is the cause of all strife, pain, and suffering in existence. Only
when all have been brought to justice, only when every crime has a
punishment, will the multiverse find itself.

This is the creed of the Mercykillers (the Red Death), the faction in Sigil
dedicated to punishing transgressions through the Cage and the Planes.
They, along with the Fraternity of Order and the Harmonium, form the
Triad of Order in the city: apprehension, sentencing, and punishment. Few cross the blade of the
Red Death. Fewer still escape it.

Membership (~30,000 in Sigil): The Mercykillers move all about Sigil, but they are most
concentrated within the Lady’s Ward and their home, the Prison. They are one of the more
prolific groups outside Sigil, however, as their Justiciars (see below) hunt down their quarry
across existence.
Alignment: Members of the Red Death must be lawful.
Classes: Because of the alignment restriction, some classes simply can’t join the
Mercykillers. Paladins, clerics devoted to justice or a just deity, monks, and even rangers are
common within the faction. Arcane spellcasters are few but highly valued by the faction elite.
Bards, rogues, and druids are rare.
Races: Humans and aasimar make up the majority of the faction. Other races tend to view
the faction’s dedication to such an abstract belief as somewhat foolish.
Splinter Factions: The Mercykillers came about from the merging of two separate
factions, the Sodkillers and the Sons of Mercy. This ideological split is still obvious within the
faction ranks, though neither goes against faction policy or specifically affiliates itself with the
old factions. The Sodkillers (which tend toward lawful evil) believe that punishment is the great
liberator. When properly applied, it will purge the multiverse of crime. The Sons of Mercy
believe that the gravest injustice is punishing an innocent and act accordingly. The vast majority
of this sect are paladins.
Alliances: Harmonium, Fraternity of Order
Enemies: Revolutionary League, Sensates, Sign of One

Organization: The Mercykillers, like the Harmonium, operate with a three-pronged system. The
faction is divided into the Justiciars, the Inquisitors, and the Wardens.
Justiciars: This is the group of individuals dedicated to hunting down criminals that have
somehow escaped the authorities. They are fierce and determined (see the description below)
with a rough life. They are the smallest of the three divisions. Most in this field are former
warriors or multi-classed warrior-rogues. Few spellcasters, especially single-classed ones, make
their way here. Justiciars are not ranked, per se, but all operate under the direct will of their
commander, in this case a fierce woman named Koldres Shaard (Aasimar ♀/ Ftr2-Pal15/ LG).
More experienced Justiciars are given more dangerous quarry to hunt.
Inquisitors: The Inquisitors are those responsible, quite simply, for discovering the truth
in criminals. Typically after a captive has been arrested, the Inquisitors will attempt to find the
facts about what happened in their crime. More potent inquisitors are assigned to more potent
criminals, as logic would suggest. They have an uncanny eye for finding the truth behind even

70
innocuous lies. They are present in most trials and are responsible for deciding the sentence of
the criminal. They also serve the purpose of being the faction’s magical might, as most are
church inquisitors, diviners, or even telepaths. Rank in the Inquisitors is determined mostly by
level of power, with ascending Grades Fifth through First. The only Inquisitor First is the leader
of this division, a bald, hawk-nosed man named Ristiron Omar (Human ♂/ Div16-Acm2/ LE).
Wardens: The Wardens are the enforces of the Red Death. They maintain the cells within
the Prison and dish out the punishment determined by the Courts. Few in this division ever leave
the Prison, though some serve as personal attachés to Factol Nilesia. Wardens tend to be brawny
fighters, though there are exceptions. Advancement here comes from service, less from personal
power. The Wardens are led by Arwyl Swan’s Son (Human ♂/ Pal12-Purple Dragon Knight5/
LG), who also serves as the faction’s second-in-command overall.
Base of Operations: Within the Prison in the Lady’s Ward. In the Planes, they have a
bastion on Acheron.
Factol: Alisohn Nilesia
High-ups: Arwyl Swan’s Son, Ristiron Omar, Koldres Shaard.

Mercykiller Template

“Mercykiller” can be added to any creature meeting the faction membership guidelines. The
creature type is not changed. The Mercykiller creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Mercykillers gain spell-like abilities based upon their beliefs as they
gain levels. Due to their control their belief in the ideals of justice, they tend to gain abilities that
reveal truth. In order to gain these abilities, the character must have a charisma score of at least
8. Spells function with the character level or hit dice as the caster level and charisma as the
modifying score for DC. All the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Justice Strike
5-8 Zone of Truth
9-12 Discern Lies
13-17 True Seeing
18-20 Final Judgment

Justice Strike (Su): Once per day, the character may strike a believed criminal of
justice with this power. It functions as the smite evil paladin ability.
Final Judgment (Sp): When the Mercykiller perceives a great injustice, he may
act upon it. By calling upon the power eyes of Justice, he may pronounce a
sentence upon a target he believes to have committed a crime. If the criminal is
indeed guilty of the said crime, he receives an instant punishment comparative to
the crime he inflicted. A criminal convicted of murder, for instance, would be
instantly slain in a similar fashion as he committed the crime. The ability DC
equals 10 + ½ character level + Cha modifier).

71
 Special Qualities: As the brother progresses in levels, he gains several important
abilities. At the same time, however, Mercykillers cannot commit any injustice without losing all
of their faction powers. Note that justice and law are not mutually inclusive in this case.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Analyst
8-11 Immunity
12+ Interrogator

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the Red
Death, this prepares them with sensing deception, faction life in Sigil, and
tracking down criminals. The character treats Gather Information, Knowledge
(Sigil), Sense Motive, and Spot as class skills regardless of what they normally
would have access to.
Analyst (Ex): The Mercykiller’s penchant for finding the truth gives him a bonus
equal to the feat Psychoanalyst. If he already has this feat, the bonuses stack (this
ability is instinctual, not psionic).
Immunity (Ex): Members of the Red Death are single-minded and difficult to
dissuade from the truth. They are immune to effects that confuse or distort reality,
such as confusion, feeblemind, and any directly harmful illusions (phantasmal
killer). Non-harmful illusions function normally.
Interrogator (Ex): As the feat Psychic Inquisitor. If he already has this feat, the
bonuses stack.

Challenge Rating: Same as base creature +1.

72
 Mercykiller Prestige Classes

Justiciar
Nullum crimen sine poena—no crime without a punishment. This is the spoken oath of the
Justiciar, the members of the Red Death assigned to hunt
down and kill or capture the most notorious criminals in the
multiverse. Justiciars set out from Sigil and hunt down their
quarry, sometimes for weeks, other times for years. Some
spend their entire lives hunting down a single criminal if the
offense was grave enough. They are solely dedicated to the
principles of justice, and they will see Her will done at any
cost.

Nearly all Justiciar start out as some form of warriors with a

penchant for reading their opponents. Most have some rogue
levels to bolster their hunting skills, and still many others have
ranger blood within them. These men and women make up the
perfect ideal of a Mercykiller—proud, strong, and driven.
Most are lawful neutral, though some lawful good and lawful
evil Justiciars are known to exist.

Justiciar abilities tend toward diverse tactics capable of dealing with any variety of foe. They
have skills that allow them to dig up information and become versed on their opponents, as well
as a good attack bonus and several feats to allow them to hold their own in martial combat. Their
special abilities lean toward dealing with magical and psionic beings. Justiciars tend to be well-
equipped to deal with enemies on their own or in a party.

Requirements:
In order to become a Justiciar, a character must meet the following requirements:
Base Attack Bonus: +4
Skills: Gather Information 7 ranks, Knowledge (arcane) 1 rank, Knowledge (psionics) 1
rank, Psicraft 1 rank, Sense Motive 7 ranks, Spellcraft 1 rank, Spot 7 ranks.
Special: The Justiciar must be a member of the Mercykiller faction with the Mercykiller
template.

Class Abilities:
Hit Die: d10
Class Skills: Craft, Decipher Script, Gather Information, Innuendo, Intimidate,
Knowledge (all skills), Listen, Psicraft, Ride, Spellcraft.
Skill points: Each level: 4 + Int modifier
Weapon and Armor: Justiciars receive training in all simple and martial weapons, but
not armor or shields.

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 Level Attack Fort Ref Will Special Ability
1 1 2 0 0 Oath of Justice, Tools of the Trade
2 2 3 0 0 Detection Field
3 3 3 1 1 Bonus Feat
4 4 4 1 1
5 5 4 1 1 Dispelling Field
6 6 5 2 2 Bonus Feat
7 7 5 2 2 Above the Law
8 8 6 2 2
9 9 6 3 3 Bonus Feat
10 10 7 3 3 Negation Field

Class Features:
Justiciars gain the following abilities to help them make their way in the multiverse:
Above the Law: Justiciars tend to believe that in order to catch criminals, one must play
by their rules. If this means breaking the law to apprehend them, so be it. This is especially true
of the more blood-thirsty vigilantes. At this level, the character is accomplished enough for the
faction to wish to protect him from legal inquiry. In effect, if the Justiciar needs to break a law in
order to assist in the capture of a criminal, the faction will typically pardon them from any
punishment. This is only applicable within the Cage and other areas where the Mercykillers have
sway. Random acts of illegality, however, are not permitted, and the faction may revoke
privileges should this become the case.
Bonus Feat: The Justiciar may choose a feat from the fighter’s bonus feat list.
Detection Field (Su): The character has the constant abilities of detect magic and detect
psionics within his field of vision.
Dispelling Field (Su): The character can activate an effect similar to dispel magic and
negate psionics in an area effect equal to the spell. He can activate this ability at will as a
standard action. Every time the power is activated, he can make a caster level check.
Negation Field (Su): The character has the ability to activate an effect similar to
antimagic field or null psionics field in an area effect equal to the spell. He can activate this
ability at will as a standard action. The effect lasts as long as the Justiciar concentrates on it, plus
1 minute after. He can deactivate it as a free action.
Oath of Justice (Su): When the Justiciar first begins the hunt, he must take the Oath of
Justice—a pact he makes in the presence of all Justiciars currently within the Prison—where he
swears on his life to bring justice to the damned or to become damned himself. This is the first
step in a ritual involving the True Name of the quarry and several of the most powerful
Mercykiller spellcasters. Once the ritual is complete, the Justiciar is given a singular spell
carrying within it a powerful hold spell that effects any creature regardless of immunity, spell
resistance, or any other magical defense. The creature must make a will save (DC 25—the spell
also ignores any resistance bonuses the creature may be under) or be held for 3d6 rounds, during
which time he is typically cuffed by Planar Manacles and taken to the Prison for judgment.
Additionally, once the Oath is spoken, the Justiciar can track the criminal anywhere. He
instinctively knows what direction is in and what Plane he is on, though nothing more specific
than that. Nothing save for deity-level magic can interrupt this link between hunter and hunted,
not even an anti-magic field or the like. The moment the Oath is spoken, the hunted knows he is
being chased, but that is all. Many kill themselves before they can be captured.

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 Tools of the Trade: Before setting out on their first mission, all Justiciars are assigned a
weapon, a suit of armor, and a shield (if needed) of at least +1 enchantment. Additionally, they
are given a set of Planar Manacles (see item appendix) in order to apprehend their criminal.

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Faction High-ups

Factol Alisohn Nilesia

Female tiefling Mercykiller (Factol of the Mercykillers) Rog2-Sor11: CR 18; Medium-size

Outsider (tiefling); HD 2d6 +11d4 + 78; hp 115; Init +6; Spd 30; AC 21 (touch 12, flat-footed
19) [dex 2, armor 9]; Attacks: +6/1 (dagger: 9/4); Dmg 1d4+3/19-20; AL LE; Saves: 6/3/7
(17/10/14); Str 13, Dex 15, Con 23, Int 19, Wis 15, Chr
20; Height 5 ft. 6 in. Age: 19.
Skills and Feats: Bluff +10, Concentration +17,
Diplomacy +11, Gather Information +10, Hide +7, Listen
+7, Knowledge (Sigil) +9, Move Silently +7, Search +9,
Sense Motive +21, Spellcraft +20, Spot +7. Feats:
Improved Initiative, Maximize Spell, Arcane Preparation,
Armored Casting, Still Spell.
Special Qualities: Rogue Abilities: evasion, sneak
attack +1d6; Mercykiller benefits: CR +1; 1/day—zone of
truth, justice strike; Analyst, Interrogator, Immunity (Ex):
Immune to reality distorting spells and effects. Factol of
the Mercykillers Abilities: CR +4; Enhanced constitution:
Nilesia has a +10 enhancement bonus to constitution;
Summon Inevitables (Sp): Once a day, Nilesia can call
forth any type of inevitable, summoned from Mechanus,
to punish a transgressor of justice; Factol Immunities:
Nilesia is completely immune to mind-affecting and
compulsion effects. Spell-like Abilities: constant—mind
blank, true seeing; at will—mass suggestion, detect thoughts, discern lies, final judgment.
Permanent enchantments (all 20th caster level): resistance +5, protection from arrows 10/+5, see
invisibility, tongues, comprehend languages.
Sorceress Spells per Day: 6/8/7/7/7/5; Nilesia’s spell list is constantly changing, as she
uses her Inquisitors and personal mage guards to cast wishes upon her to reallocate her spells as
needed. She typically prefers enchantment and divination spells. Base DC = 15 + spell level.
Signature Possessions: dagger +2, eyes of charming, mithral chain shirt +5, summoning
stone (Used to teleport her personal cadre of guards, all 15 approximately Ftr4-Wiz5-
Spellsword6 to her at any time). Unlike most factols, Nilesia relies little on her own personal
power for defense. Many of her followers are so fanatically loyal as to defend her to their death
at a whim.

Background:
See The Factol’s Manifesto.

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The Revolutionary League
Corruption is everywhere. Where the factions may have once stood for the
people, now they are too muddled in pointless bickering and self-servitude
to help anyone. The factions—all of them—must be destroyed and rebuilt.
It’s the only way to find the Truth.

The Revolutionary League (Anarchists) are hardly a faction, and in fact

work out of small, disjointed cells throughout the city, coordinating efforts
to tear down the factions little by little, piece by piece. They organize
poorly amongst each other, which is probably the only reason Sigil is left standing today. They
believe, much like the Xaositects and the Free League, that berks forcing their ideals on others is
not the way to happiness or the Truth. Only in disarray can individuals find themselves and the
meaning behind their existence. Everyone is their enemy—often times even one another.

Membership (Unknown): The Revolutionary League is everywhere and nowhere all at once.
They have no headquarters, but each cell has a safe house where they meet and discuss plans.
They populate all wards, all factions, and influence nearly everything in daily life. They are the
bane of the Triad of Order—something that pleasures them greatly.
Alignment: For obvious reasons, Anarchists cannot be lawful.
Classes: Because of the alignment restriction, some classes simply cannot become
Anarchists. Of those that can, arcane tricksters, assassins, bards, and rogues are by far the most
common. The League relies upon stealth and subversion much more than brute force, making
full-blooded warriors and spellcasters rare.
Races: Humans, githzerai, and tieflings are the major races behind the Anarchists.
Tanar’ri are actually reasonably common as well in some places, and chant has it that entire cells
consisting of minor tanar’ri exist somewhere in the Cage.
Splinter Factions: In some ways, the Anarchists are a splinter faction. They do not
coordinate efforts or work together. That would mean organization and disproportionate power
to one individual—something their entire creed forbids. Anarchists cover the entire spectrum of
extremes without the need for a splinter faction.
Alliances: Doomguard, Xaositects
Enemies: Fraternity of Order, Harmonium

Organization: Anarchist cells usually consist of between 3-5 members, possibly with as many
as 10. Each normally has a cell-leader, a second-in-command, and then everyone else. Once a
cell members gains followers of his own, he usually breaks off to form his own cell. This keeps
any one individual from holding too much power, and also makes finding and eliminating the
Anarchists almost impossible. Cells rarely have any ties to each others. This, in turn, makes them
undertaking any significant task almost impossible, too. There are no ranks, per se, and no factol,
so ascension is usually handled in a cell-by-cell basis. Oddly, Anarchists often find more support
from other factions than they do from their own, since they can usually pose as another faction
member with little difficultly.
Base of Operations: None. They operate in cells across the Cage. In the Planes, the
League maintains the Bastion of Last Hope within Carceri.
Factol: None

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 High-ups: Known cell leaders: Beringe (see below), a canny, smooth conman who knows
the dark of most every faction, Elyme (Tiefling ♀/ Ftr2-Rog5-Asn10/ CN), a chant-monger
whose dagger has a penchant for taking down authority, Strader (Half-elf ♀/ Brd3-Rog5-
Charlatan4/ CN), an ex-Sensate who runs two separate cells, and Teloren (Human ♂/ Tel17-
Psion Master3-Epic4/ CG) an ex-member of the Shal-Hadar (see Chapter Four: Planar
Organizations and Guilds) who runs missions almost entirely through the minds of others.

Revolutionary League Template

“Revolutionary League” can be added to any creature meeting the faction membership
guidelines. The creature type is not changed. The Revolutionary League creature uses all the
base creature’s statistics and abilities except for those noted here.
Special Attacks: Revolutionary League members gain spell-like abilities based upon
their beliefs as they gain levels. Most involve evoking general chaos and disarray in others. In
order to gain these abilities, the character must have a charisma score of at least 8. Spells
function with the character level or hit dice as the caster level and charisma as the modifying
score for DC. All the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Alter self
5-8 Clairaudience/Clairvoyance
9-12 Teleport (self only)
13-17 Project Image
18-20 Discern Location

Special Qualities: As the Anarchist progresses in levels, he gains several important

abilities. At the same time, however, Revolutionary League members cannot horde personal
wealth or own any institution or property. They must contribute at least 10% of what they earn to
a charitable function supporting the poor or weak.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Misdirection
8-11 Nondetection
12+ Thousand Faces

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Anarchists, these skills typically revolve around deception. The character treats
Bluff, Forgery, Knowledge (Sigil), and Innuendo and as class skills regardless of
what they normally would have access to.
Misdirection (Su): The Anarchist acts as if perpetually warded by the misdirection
spell. This ability foils the know faction ability of Indeps and most attempts by

78
 Harmonium or other authorities to gather specific information about the
Anarchist. Most Anarchists use this ability to gain access to other factions, as no
spells or psionics can typically reveal their treachery.
Nondetection (Su): The Anarchist acts as if perpetually warded by the
nondetection spell except that there is no caster level check; divination simply
fails.
Thousand Faces (Su): This ability is as the druid’s ability on page 35 of the
Player’s Handbook.

Challenge Rating: Same as base creature +1.

Revolutionary League Prestige Classes

Insurgent of Truth

She walks among you, plain as daylight, and you do not know it. She works against you, the
witch stirring the cauldron of mistrust and deceit, and you cannot see it. She is not alone, one
amongst dozens, and you cannot believe it.

Insurgents of Truth are the specialized agents of the Revolutionary League in their efforts to tear
apart the faction structure. While the league has any number of assassins, bards, rogues, and
spymasters working in and against the faction hierarchies, a specialized few serve the purpose of
infiltrating the highest ranks of the faction, subverting power at its core. They are indiscernible
from normal faction members, capable of stirring the soup of separation and Anarchy
seamlessly. They are, in the words of the Harmonium, the greatest threat to unity in all of Sigil.

To an Insurgent, this is nonsense. Her purpose is not merely to destroy—and sometimes it

includes no destruction at all—but instead to find the truth. To expose the lies of the faction
elites and break down the oppressive illusion of wisdom and grandeur they all wear like a thick
cloak. They are the pinnacle of the League’s attempts at chaos. And more often than not, they
succeed.

Nearly all insurgents are either bards or rogues, though any prestige class tailored to these two
are right at home as well. Spell-casters rarely become insurgents. They are not overt killers, but
instead masters at weaving deception in the ranks.

Requirements:
To qualify to become a the character must meet the following guidelines:
Abilities: Charisma 15+
Feats: Charlatan, Skill Focus (Any one of the required skills).
Skills: Bluff 13 ranks, Disguise 13 ranks, Perform (any)13 ranks, Sense Motive 13 ranks

Class Abilities:

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 Hit Die: d8
Class Skills: Appraise, Balance, Bluff, Climb, Craft, Decipher Script, Diplomacy,
Disguise, Escape Artist, Forgery, Gather Information, Hide, Intimidate, Innuendo,
Knowledge (all skills), Listen, Move Silently, Perform, Pick Pocket, Sense Motive,
Speak Language, Spellcraft, Spot, Swim, Tumble, Use Magic Device.
Skill Points at Each Level: 8 + Int modifier.
Weapon and Armor: Insurgents of Truth gain no proficiency in weapons or armor.

Level Attack Fort Ref Will Special

1 0 0 2 2 Sneak attack +1d6, incite riot,
2 1 0 3 3 emulate faction ability 1/day
3 2 1 3 3 Sneak attack +2d6, charm person
4 3 1 4 4 Undetectable power
5 3 1 4 4 Sneak attack +3d6, emulate faction ability 2/day

Class Features:
The following are the class features for the Insurgents of Truth:
Sneak attack (Ex): As the rogue ability. This stacks with any sneak attack bonuses the
character may have had.
Incite Riot (Su): As a witch stirs at her cauldron of soup, so too does an Anarchist
Insurgent stir at the mixture of emotions in a crowd. Insurgents are adept at public speaking, and
they generally choose a locale just beyond Harmonium reach. Any time they perform before a
crowd larger than twenty people, they may make a Perform check. This sets the DC for anyone
listening to you for at least one minute. Each member of the crowd may make a Will save. If he
or she fails, the insurgent has accomplished his goal. He may make a single suggestion, as per
the spell, that the crowd will follow. Unusual or ridiculous requests (such as “go storm the
Barracks!”) impose a new save versus DC 10 (your “spell” has been broken, as it were). Self-
destructive requests are not carried out at all, and likewise the effect is lost. If more than half the
crowd succeeds at their saves, the ability likewise does not have an effect.
Violence is typically the end result of a riot, and most Anarchists use this ability to start a
quick revolt and let the destruction begin, then quickly slither away to a new task before the
Harmonium arrives. Their template powers greatly assist them in this regard. If multiple
insurgents are working together (some in the crowd, one speaking), the speaker receives a +1 to
his DC for each insurgent. This is a mind-affecting ability, though because it is supernatural,
spell resistance does not apply.
Emulate Faction Ability (Sp): In order to successfully blend into the ranks of other
factions, insurgent may need to prove they are indeed a member of that faction from time to
time. The natural Anarchist misdirection ability helps them avoid magical detection, but what if
they’re asked to perform a function only a member of the faction could do? An insurgent can use
this ability a number of times per day as listed above to simulate any spell-like ability or power
granted from another faction template, very similar to the manifest belief Signer ability, except
that it also applies to specialized faction powers (such as True Death) as well as any normal spell
or power. The insurgent can only use this ability when under observation by members of the
faction he is impersonating; it does not function when in the middle of a dungeon, for example,
in order to quickly cast a dispel magic or whatever else. If a member of his party is of his
impersonated faction and he is acting under disguise, then he can use this ability. It

80
automatically functions as the given faction ability (including Wisdom checks for Signer
abilities).
Charm Person (Sp): While working the inside of a riot, an Insurgent may need to cajole
individuals into taking violent action to help their cause. They may cast charm as the spell 1/day
with DC 10 + ½ character level + Cha modifier. The difference, however, is that the spell leaves
no magical trace behind—Harmonium squads are thusly unable to pinpoint the odd behavior
upon Insurgents. Normal Sense Motive checks can still reveal the presence of a charming effect,
however.
Undetectable Power (Su): The character and all his equipment is constantly shielded
from aura divinations as with the spell undetectable power. It cannot be dispelled.

Faction High-ups

Beringe
Male human Revolutionary League Ftr10-Rog6-Spymaster4: CR 20; Medium-size
Humanoid (human); HD 10d10 + 6d6 + 4d8 + 120; hp 216; Init +6; Spd 30; AC 33 (touch 11,
flat-footed 32) [+12 armor, +10 shield, +1 Dex); Attacks: +17/12/7/2 (sword: 25/20/15/10 or
xbow: 29/24/19/14); Dmg 1d6+8/19-20 or 1d10+6/20; AL NE; Saves: 10/12/9 (21/23/15); Str
19, Dex 23, Con 22, Int 13, Wis 13, Chr 14; Height 5 ft. 8
in. Age: 38.
Skills and Feats: Appraise +6, Bluff +26,
Decipher Script +6, Diplomacy +7, Disable Device +11,
Disguise +18, Gather Information +8, Hide +7, Innuendo
+12, Intimidate +12, Knowledge (the Planes) +2,
Knowledge (Sigil) +8, Listen +2, Search +16, Sense
Motive +7, Spot +3, Spellcraft +2, Tumble +11; Feats:
Acting, Death Attack, Exotic Weapon Proficiency (heavy
repeater), Fatal Strike, Point-Blank Shot, Poisoncraft,
Precise Shot, Quickdraw, Rapid Shot, Shield Focus, Skill
Focus (Bluff), Weapon Focus (heavy repeater), Weapon
Mastery (heavy repeater), Weapon Specialization (heavy
repeater).
Special Qualities: Anarchist benefits: CR +1,
1/day—alter self, clairaudience/clairvoyance, teleport
(self only), project image, discern location. Misdirection
(Su), Nondetection (Su), and Thousand Faces (Su).
Rogue Abilities: sneak attack +5d6, improved evasion. Spymaster Abilities: cover identity (2),
quick change, uncanny dodge (can’t be flanked, Dex to AC), undetectable alignment. Permanent
Enchantments: detect magic, resistance +5, see invisibility.
Signature Possessions: Assassin’s Boots, small steel shield +5, brilliant energy short
sword +4, half-plate +5, hat of disguise, ring of spell turning, Silent Death (repeating crossbow),
gauntlet of dexterity +6, amulet of health +6.

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Background:
See the Factol’s Manifesto.

82
The Sign of One
Everyone is the center of their own multiverse. The mind is a powerful
thing; each individual shapes the cosmos around her, and stronger minds
can bend it to their will. Every piece of razorvine, every scrounging Hive
dweller, every top-shelf wizard—all of them are the creation of the
Signer’s mind.

Every Sign of One (Signers) believes, in short, that she imagines the
multiverse around her. It is all a fantastic fiction of her own mind. And
with enough training, she can shape the very fabric of existence to her will. It is a highly
egocentric view of the multiverse, but berks who scoff at the power of Signers often find
themselves inexplicably blinking out of existence the very next day. It is rumored that the faction
wished a former Bleaker factol to death, among other things.

Fortunately, most Signers are relatively benign. The faction as a whole controls the Hall of
Speakers and thusly mediates all meetings of the High Council—a very prestigious position,
obviously. Each Signer as an individual seeks to better understand the reality she’s creating for
herself.

Membership (~15,000 in Sigil): The Signers travel all about the Planes, not willing to simply
work on their imaginative world just in Sigil. They have a reasonably equal concentration in
every major ward of the city.
Alignment: The Sign of One has no alignment restrictions, though most members tend to
be chaotic due to the individualist streak tied to such an egocentric cosmology.
Classes: Of all the factions, the Signers have by far the highest concentration of psions,
especially egoists and telepaths. Diviners, loremasters, bards, and mentalists are all common as
well. Warrior classes are not particularly common, though they are as welcome as the next spell-
slinger.
Races: Signers have one of the most diverse racial profiles of any faction. Anyone—
baatezu, tanar’ri, celestials, and all matter of mortals—have members in the Sign of One.
Splinter Factions: Each individual Signer is almost her own splinter, moving about the
multiverse along her own course toward some form of perceptive perfection. No official splinter
groups of political relevance are known, however.
Alliances: Society of Sensation
Enemies: Bleak Cabal, Harmonium

Organization: The Signers aren’t very rigid in organization. Many of them imagine their own
posts in order to fulfill their own personal multiverse (some take this literally and create their
own demiplane). An envoy of Signer diplomats helps control the Hall of Speakers, and a number
of lower-ranking members, usually Namers, tend to the needs of the various faction dignitaries.
Higher ranking faction members tend to explore the multiverse they created, testing the power of
their mind as they go. In order to join and to ascend, members must accurately predict future
events, thus proving they can somehow shape the Planes with their minds.
Base of Operations: Within the Hall of Speakers in the Clerk’s Ward. In the Planes, they
have an outpost within the Beastlands.
Factol: Darius

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 High-ups: Sarazh (Tiefling ♀/ Clr19[Deneir]/ Sign of One/ LG) is a dreamy-eyed, frail-
looking woman of incredible intellect and deductive capacity. She coordinates the operation of
the Signer’s Dreamhearth,

Sign of One Template

“Sign of One” can be added to any creature meeting the faction membership guidelines. The
creature type is not changed. The Sign of One creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Signers gain spell-like (in this case, psionic) abilities based upon their
beliefs as they gain levels. Due to their control of the rules of existence, their powers reflect an
ability to manipulate reality through the powers of their psyche. In order to gain these abilities,
the character must have a charisma score of at least 8. Spells function with the character level or
hit dice as the caster level and charisma as the modifying score for DC. All the following
abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Manifest belief 1-2
5-8 Manifest belief 3-4
9-12 Manifest belief 5-6
13-17 Manifest belief 7-8
18-20 Manifest belief 9

Manifest Belief (Sp): Once per day, the Signer may attempt to manifest any power
or spell of the given levels. In order to do so, they must concentrate upon shaping
reality around them (a full-round action). After the round, they must make a
Wisdom check equal to 10 + level of the power they attempted to manifest. If they
succeed, the power works normally. Failure indicates that the character was
unable to effectively mentally shape her reality. She may only attempt each
category once per day even with failure. The DC for the manifested ability is 10 +
charisma modifier + power level. Note that these abilities are cumulative; a 5th
level Signer could try to manifest one first or second level power and one third or
fourth level power.

Special Qualities: As the Signer progresses in levels, she gains several important
abilities. At the same time, however, Signers suffer a -2 on all charisma-based skill checks
against other planar characters due to their intense egocentrism.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Reality Alteration
8-11 Mind over Body

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 12+ Reality Alteration 2/day

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Signers, this readies them for dealing with faction delegates, faction life in Sigil,
looking for details within their own multiverse, and training their mind to
remember key pieces of information. The character treats Autohypnosis,
Diplomacy, Knowledge (Sigil), and Search as class skills regardless of what they
normally would have access to.
Reality Alteration: Once per day, the character can alter realty to suit her will. She
may re-roll any single die roll, though she must always take that second result.
She can do this twice a day at 12th level.
Mind over Body: The character’s mind is strong enough to shape her physical
being into a stronger entity. She may elect to use either Constitution, Intelligence,
or Wisdom to determine bonus hit points per level. This is retroactive and affects
all levels, past and future.

Challenge Rating: Same as base creature +1.

Sign of One Prestige Classes

Schemar
Within the Sign of One exists and grouping of psions dedicated to the perceptive capabilities of
the mind. By augmenting their own schemas, psychological belief structures carried by all
sentient beings, they can produce tremendous effects in themselves and others.

The Schemar serve no particular function within the faction, but are instead simply a grouping of
talented psions who have chosen to work together to unlock one another’s full power (and thus
more completely control their own multiverse). If prepared, their abilities make them more
deadly than normal psions, for they can literally contort reality about them.

Requirements:
In order to become a Schemar, a character must meet the following requirements:
Psionics: Ability to manifest 3rd level powers, access to a primary discipline.
Skills: Knowledge (psionics) 9 ranks, Psicraft 9 ranks
Feats: At least one metapsionic feat
Special: The Schemar must be members of the Signer faction with the Sign of One
template.

Class Abilities:
Hit Die: d4
Class Skills: By primary discipline (see Psionics Handbook)
Skill points: Each level: 2 + Int modifier

85
 Weapon and Armor: Schemar gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Ability Psionics

1 0 0 0 2 Store schema 1st +1 psion level
2 1 0 0 3 Heightened ego +1 +1 psion level
3 1 1 1 3 Store schema 2nd, Perceptive Choice I +1 psion level
4 2 1 1 4 Heightened ego +2 +1 psion level
5 2 1 1 4 Store schema 3rd +1 psion level
6 3 2 2 5 Heightened ego +3, Perceptive Choice II +1 psion level
7 3 2 2 5 Store schema 4th +1 psion level
8 4 2 2 6 Heightened ego +4 +1 psion level
9 4 3 3 6 Store schema 5th +1 psion level
10 5 3 3 7 Heightened ego +5, Perceptive Choice III +1 psion level

Class Features:
Schemar gain the following abilities to help them make their way in the multiverse:
Heightened Ego (Ex): The character’s control over his primary discipline has increased
considerably. Add this value to save DC and spell resistance checks versus the character’s
primary discipline. This stacks with other such abilities and the feats Power Focus and Greater
Power Focus.
Store Schema (Ex): The character has learned to “lock away” a portion of his mind and
save it to store quickly accessible psychic energy. The character can store a power equal to the
level of the ability on the above table. Thus, a 9th level Schemar could lock away five sections of
his mind, one for a power of each level 1-5. This power can be released as a free action with but
a mental command from the Schemar.
Storing schemas are difficult, however. It requires one day to store a schema and burns
up a number of experience points equal to (power level) x (manifester level) x 2. Thus, a fifth
level schema manifested by a 15th level psion would burn up 150 XP.
Perceptive Choice (Su): The most talented schema eventually learn to focus the powers
of their perception outward, thus influencing directly the actions of others. At lower levels, this
manifests itself as a field of energy that constantly surrounds the character, making all hostile
creatures within 30’ of the character suffer a -1 penalty to all rolls (attack, damage, skill checks,
initiative, saves, etc.). At later levels, the penalty increases to -2 and then -3. This “aura” can be
negated or dispelled, but it can be reactivated as a free action.
Psionics: The character continues to gain powers as if she’d advanced in her psion class.
She discovers new powers and gains additional power points per day, but she does not gain any
further benefits from the class (combat modes, bonus feats, etc.).

\Faction High-ups

Factol Darius

86
Female human Sign of One (Factol of the Sign of One) Div17-Acm3: CR 25; Medium-size
Humanoid (human); HD 20d4 + 200; hp 251*; Init +9; Spd 30; AC 29 (touch 19, flat-footed 20)
[+10 armor, +5 Dex, +4 haste]; Attacks: +10/5; Dmg: —; AL CG; Saves: 6/6/13 (19/19/30); Str
17, Dex 21, Con 21, Int 30, Wis 28, Chr 28; Height 5 ft. 5 in.
Age: 37.
Skills and Feats: Autohypnosis +15, Bluff +13,
Concentration +26, Diplomacy +28, Knowledge (Arcana)
+30, Knowledge (Psionics) +23, Knowledge (the Planes)
+30, Knowledge (Sigil) 30, Sense Motive +16, Spellcraft
+33; Feats: Scribe Scroll, Improved Initiative, Spell Focus
(Enchantment), Greater Spell Focus (Enchantment), Spell
Focus (Transmutation), Skill Focus: Spellcraft, Craft
Wondrous Item, Persistent Spell, Quicken Spell, Improved
Counterspell, Spell Penetration, Extra Slot (7th), Extra Slot
(8th), Wild Talent (lesser mindlink).
Special Qualities: Diviner: Prohibited School:
Necromancy; Archmage benefits: High Arcana: Sacrificed
two 7th level slots and one 9th level slot, gained Spell Power
+2, Spell Power +3, Mastery of Counterspelling; Sign of
One benefits: CR +1, Reality Alteration 2/day, Mind over
Body*, Bonus skills, Manifest Beliefs Manifest Beliefs 1-2,
3-4, 5-6, 7-8. 9; Factol of the Signers Abilities: CR +4,
Reality Adjustment (Su): All rolls made within 20 feet of factol Darius are augmented by 4 in
her favor. All allies (by her perception), as well as Darius herself, receive a +4 luck bonus to
attack, damage, saving throws, skill and ability checks, while all perceived enemies suffer a -4
luck penalty to the same rolls. Enhanced Personality (Ex): Factol Darius’s Intelligence, Wisdom,
and Charisma all receive a +4 inherent bonus. Factol Immunities: power word, kill, maze,
prismatic spray, harm, dominate person, greater malison, slow, glitterdust, magic missile; Factol
Spell-like Abilities: constant—globe of invulnerability, haste, protection from evil, darkvision;
Permanent enchantments (all 20th caster level): detect magic, detect psionics, resistance +5, see
invisibility, tongues, comprehend languages.
Diviner Spells per Day: 4/8/8/7/7/7/7/5/7/5, DC: 25+spell level, 27+spell level for
Transmutation, 29+spell level for Enchantment.
Signature Possessions: Bracers of Armor +10, Obsidian Ring of the Zodiac.

Background:
See The Factol’s Manifesto.

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Society of Sensation
Revelations come through experience. We know the world only through our
senses, and the body who has touched every texture, tasted every food, and
listened to every concerto is the one who holds the secret to the Truth.

The Society of Sensation (Sensates) is typically a peaceful, well-liked

faction that may have more control over the Cage than the Mercykillers, the
Harmonium, and the Fraternity of Order combined. Led by the savvy orator
Erin Darkflame Montgomery, the Sensates operate the Civic Festhall, one of
the largest venues of entertainment in all existence. Many within the ranks are simply hedonists,
uncaring as to the consequences of their actions. Others are the connoisseurs of the finest wines
across the Planes and savior only rare experiences . But whatever the case, each Sensate is more
open-minded—sometimes to the point of fault—than most leatherheads can ever allow
themselves to be.

Membership (~50,000 in Sigil): Sensates are anywhere and everywhere in the Cage and the
Planes. They are easily the most prolific faction (save for possibly the Free League), though most
of the Namers are simply pleasure-seekers with no real concept of the faction dogma.
Alignment: Any.
Classes: The Sensates seek knowledge and usually pleasure. This particular belief caters
to bards (vastly more numerous than in any other faction), loremasters, rogues, and diviners.
Fewer members in the society are warriors.
Races: The Sensates are diverse, but the dark and dour often find the Society’s beliefs a
bit chaffing. Humans, elves, bariaur, genasi, aasimar—all are found in abundance.
Splinter Factions: Several faction splinters have evolved over the years, most dealing
with a particular experience. Several decades ago, a group of Sensates began experimenting with
mind-altering chemicals, believing these evoked hallucinations to the be the most insightful
experiences possible. Other similar sects have formed, but none hold any real sway.
Alliances: Fraternity of Order, Free League, Sign of One
Enemies: Doomguard, Dustmen, Mercykillers

Organization: The Sensates don’t worry heavily about supreme organization. They have a few
general areas of focus, however. Warriors, rogues, and spell-casters all have their own training
groups within the Festhall, and each grouping is lead by a Sensate high-up, always called a
Master of whatever craft she is a part of. The performance wing of the Festhall includes a great
many bards and illusionists, as well as enchanters that manipulate the mind and pleasures for a
cost. The real power behind the faction, however, lies within Montgomery’s closest circle. Her
plans are always kept dark, but every graybeard in Sigil knows she got them, especially her
fiercest rival, Duke Darkwood. He understands well the fact that the Sensates own nearly the
entire Cage from the bottom up—and that should Montgomery choose to wield that power
someday, the rest of Sigil will be in a heap of trouble.
Base of Operations: Within the Civic Festhall in the Clerk’s Ward. In the Planes, the
Sensates reside in Arborea.
Factol: Erin Montgomery

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 High-ups: Cuatha Da’anin (Half-elf ♂/ Rgr17/ LG) is the factol’s long time friend and
consort. Aileron Locke (see below) is the proprietor of the Festhall’s primary theatre and a Blade
of high repute.

Society of Sensation Template

“Society of Sensation” can be added to any creature meeting the faction membership guidelines.
The creature type is not changed. The Sensate creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Sensates gain spell-like abilities based upon their beliefs as they gain
levels. Due to their enhanced control of their own senses, Sensates can often notice things others
cannot. In order to gain these abilities, the character must have a charisma score of at least 8.
Spells function with the character level or hit dice as the caster level and charisma as the
modifying score for DC. All the following abilities are usable 1/day unless noted otherwise.

Hit Dice/Level Abilities

1-4 Sensory Touch
5-8 False Sensory Input (psionic power)
9-12 Tongues
13-17 Legend Lore
18-20 Etherealness

Sensory Touch (Sp): With a touch, the Sensate can heal 1 hp per hit die. The
Sensate suffers this same amount of subdual damage.

Special Qualities: As the Sensate progresses in levels, she gains several important
abilities. At the same time, however, Sensates cannot turn down a new experience (unless it is
obviously harmful or lethal, and even then they just might do it anyway) and must constantly
seek new things to try.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Quick Learner
8-11 Knowledge Bonus
12+ Sense Evolution

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Sensates, this prepares them with skills involving the control of the senses and
faction life in Sigil. The character treats Move Silently, Listen, Knowledge
(Sigil), and Spot as class skills regardless of what they normally would have
access to.

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 Quick Learner (Ex): Sensates embrace new experiences and thus gain insight
more quickly than other characters. They gain a 10% bonus to all experience
earned from this point forward.
Knowledge Bonus (Ex): A life of experiences opens the character’s eyes to the
world. He treats all knowledge skills as individual class skills from this point on.
Sense Evolution (Ex): The character’s five senses improve dramatically due to
focus on their use. He gains several benefits: darkvision to 120’ (if he did not
already have it), +2 competence bonus to Listen and Spot checks, and a +4
competence save bonus versus all poisons and gas attacks.

Challenge Rating: Same as base creature +1.

Society of Sensation Prestige Classes

Sensor
Away from the work of the wizard trainers and performers of the Festhall lie a more solemn
group, more dedicated to slow experience and channeling of sensory power than most Sensates.
Many are older (and all are fairly seasoned), with a finer appreciation for experience and the
knowledge that comes from both failure and defeat. They are called Sensors.

These men and women serve as Montgomery’s personal advisors, aides, and her personal
attachés if need be. Their uncanny senses make them nearly impossible to surprise or deceive
and give them remarkable bonuses in combat. By the end of their career, they can sense—in
every meaning of the word—more things than most berks can even fathom.

Requirements:
In order to become a Sensor (Sen) a character must meet the following requirements:
Base Attack Bonus: +4
Alignment: Any neutral
Feats: Alertness
Skills: Listen 5 ranks, Move Silently 5 ranks, Spot 5 ranks.
Special: The Sensors must be members of the Society of Sensation with the Sensate
template.

Class Abilities:
Hit Die: d8
Class Skills: Balance, Climb, Craft, Knowledge (all skills taken individually),
Profession, Search, Tumble.
Skill points: Each level: 4 + Int modifier
Weapon and Armor: Sensors gain proficiency in all simple and martial weapons but not
in armor or shields.

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 Level Attack Fort Ref Will Special Ability
1 1 2 2 0 Uncanny dodge (Dex to AC), Evolved Vision
2 2 3 3 0 Bonus Feat
3 3 3 3 1 Evolved Hearing, damage reduction 1/-
4 4 4 4 1 Uncanny dodge (can’t be flanked), Blindsight
5 5 4 4 1 Evolved Smell
6 6 5 5 2 Bonus Feat, damage reduction 2/-
7 7 5 5 2 Evolved Taste
8 8 6 6 2 Uncanny dodge (+1 against traps)
9 9 6 6 3 Evolved Touch, damage reduction 3/-
10 10 7 7 3 Tremorsense

Class Features:
Blindsight (Ex): As described in the DMG.
Bonus Feats: The character can take a feat from the fighter bonus feat list.
Damage Reduction (Su): As the barbarian ability. It stacks with similar class effects.
Evolved Vision (Su): The character’s vision has evolved considerably, even reaching
into the realm of the supernatural. He is constantly under the effects of the detect magic, detect
psionics, and see invisibility (both magic and psionic) spells/powers.
Evolved Smell (Ex): The olfactory senses of the character are beyond those of most
mortals. The character gains the Scent feat.
Evolved Hearing (Su): The character can detect and pinpoint the least perceptible of
sounds. This effectively gives him the bonuses of the clairaudience power (not the clairvoyance
aspect) anywhere within 50’ per character level, even in complete darkness. Loud noises can
reduce this range anywhere from ¾ to ¼ at the DM’s discretion.
Evolved Taste (Su): The character’s sense of taste is baffling to most mortals. He can
perfectly identify any chemical substance (potions, poisons) he’s come in contact with before
with but a tap to the tongue (which does not expose him to possibly harmful effects)
automatically. He can deduce whether water is foul, whether a drink is poisoned, and so forth.
He can even give the date many types of alcohol were brewed with perfect accuracy. He also
becomes immune to ingested poisons. Other uses are up to the DM.
Evolved Touch (Su): The character possesses phenomenal control over his skin and is
able to detect the slightest pressure. He can react immediately the moment a weapon touches
him, which allows him to roll away from blows before they become lethal. He acts as if he were
wearing armor with the heavy fortification property so long as he is conscious and retains his
Dexterity bonus to AC.
Tremor Sense (Ex): As described in the DMG.

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\Faction High-ups

Factol Erin Darkflame Montgomery

Female human Society of Sensation (Factol of the Society of Sensation) Clr17: CR 22;
Medium-size Humanoid (human); HD 17d8 + 85; hp 161; Init +2; Spd 30; AC 26 (touch 12, flat-
footed 24) [+14 bracers, +2 Dex]; Attacks: +12/7/2 (mace: 15/10/5) Dmg 1d8+3/20; AL LG;
Saves: 10/5/10 (18/12/22); Str 9, Dex 14, Con 21, Int
16, Wis 24, Chr 38; Height 5 ft. 8 in. Age: 33.
Skills and Feats: Bluff +21, Concentration
+23, Diplomacy +36, Heal +12, Intimidate +16,
Listen +16, Knowledge (Sigil) +23, Knowledge
(religion) +8, Psicraft +4, Sense Motive +20,
Spellcraft +23, Spot +17. Feats: Alertness, Good
Natured, Spell Focus (enchantment), Maximize Spell,
Psychoanalyst, Wild Talent [sense link]
Special Qualities: Society of Sensation
benefits: CR +1, 1/day—sensory touch, false sensory
input, tongues, legend lore; Sense Evolution (Ex):
Darkvision 120’, +4 to save versus poison and gas-
based attacks. Factol of the Society of Sensation
Abilities: CR +4, Enhanced Charisma: Erin has a +10
enhancement bonus to Charisma. Factol Immunities:
meteor swarm, maze, blasphemy, harm, flame strike,
locate creature, slow, web, magic missile; Factol Spell-like Abilities: constant—discern lies,
detect thoughts. 1/day—dominate monster, maze, teleport without error, eyebite, prying eyes,
detect scrying, bands of sirellyn, locate object, identify. Enhanced Abilities: Montgomery has
used wishes to augment her wisdom, constitution, and charisma by 5 points. Permanent
enchantments (all 20th caster level): resistance +5, see invisibility.
Cleric Spells per Day: 6/6/6/6/6/5/5/4/3/2; Domains: Healing, Protection. Base DC = 17
+ spell level, enchantment spells 19 + spell level.
Signature Possessions: purple ioun stone, crystal mace (holy, +4), bracers of armor +14,
ring of mind blank (constant effect), ring of death ward (constant effect), boots of haste (constant
effect), amulet of reading (+10 sense motive). Erin doesn’t carry much equipment, and she has
little fear walking around Sigil. Her reputation alone protects her well, though chant has it a
hidden honor guard escorts her wherever she goes.

Background:
See The Factol’s Manifesto.

Aileron Locke

Male human Ftr4-Brd1-Sor4-Blade6: CR 15; Medium-size humanoid (human); HD 4d10 +

1d6 +4d4 + 6d6 + 45; hp 103; Init +3; Spd 30; AC 26 (flat-footed 23, touch 12) [armor 8, dex 3,

92
ring 5]; Attacks: 12/7/2 (primary hand 15/10/5 and off-hand 15/10); Dmg 1d8+8/17-20 &
1d8+7/17-20; AL NG; Saves: 21/17/11; Str 14, Dex 16, Con 17, Int 13, Wis 11, Chr 24; Height 5
ft. 10 in. Age: 33; Eyes: Violet; Hair: Silver; Languages: Common, Elven.
Skills and Feats: Appraise +6, Bluff +17,
Concentration +8, Decipher Script +3, Diplomacy +8,
Disguise +9, Gather Information +12, Hide +5,
Intimidate +14, Knowledge (arcane) +3, Knowledge
(Sigil) +2, Listen +1, Move Silently +2, Perform
(Dance) +22, Tumble +5; Weapon Focus (sabre),
Weapon Specialization (sabre), Dodge, Mobility,
Sunder, Improved Two-Weapon Fighting, Improved
Critical, Two-Weapon Fighting, Karma, Ambidexterity,
Whirlwind Attack.
Special Qualities: Blade Abilities: 3/day—
offensive spin, 2/day—defensive spin, Intimidate;
Permanent Enchantments: detect magic, read magic,
comprehend languages, resistance +5; Bard Abilities:
knowledge +2, music 2/day—Aileron can use any
bardic music ability due to his high perform score; Base
DC for abilities = 25; Base DC for critical hit = 19
Sorcerer Spells per Day: 6/7; 6/8/5; Base DC =
17 + spell level.
Bard Spells per Day: 2; Base DC = 17 + spell level.
Signature Possessions: Blade’s Chain (mithral chain shirt +4)Darksabre (sabre +4,
dimension blade), sabre +4, ring of protection +5, amulet of health +6, ring of mind blank, wand
of fireball, wand of dispel magic, charm of charisma +4; Aileron’s position in the Sensates
would allow him to attain most any normal magical item he desired or needed, at least for a time.

Background
Born to wealthy, aristocratic parents, Aileron’s future was nearly decided before he was even
born. His father, a high-up in the Harmonium, sent the young child to the Arcadian Academy
once he hit the age of eighteen. There the young man gained a love for weapons and fighting—
not mass combat, but dueling. Part of it was the thrill of facing off one on one against an equal,
but the other half was his desire to perform before a crowd. Soon the evening hours at the
Academy were spent watching the Amazing Aileron as he performed tricks that the cadets loved
and the officers abhorred. After only a year the man was ousted from the Academy for failing to
conform to codes of conduct necessary to “maintain discipline.” It is rumored that he also
defeated the ranking officer in a duel just before leaving, though the truth of this claim is not
fully known.
After expulsion, Aileron fled to Sigil where he’s spent the majority of his adult life. His
parents died only months prior, and his inheritance was large enough to establish a new theatre
wing to the Civic Festhall. Committed to performance after performance, Aileron gradually
brought in large enough crowds to draw attention from the high-ups in the Sensates. At this
point, he was not officially a faction member, but it didn’t take long for the Festhall’s
environment to sink in fully and captivate the young man.

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 After the Faction War, Aileron established a School for the Bardic Arts within the
Outlands, near the Elysian gatetown. He is most often seen either there or within the his theatre
in the Festhall. Aileron is the author of several biographical tales documenting his adventures
across the Planes, none of which has hold more than a pittance of copies. He is a noted friend of
high-up chant broker Ashar Condrend, Former Factol of the Sensates Erin Montgomery, and
many other Sigilian bloods.
Though hesitant to fight, Aileron is an exceptional combatant, partially because of his
skill and partially because of his exceptional weapons. His blade abilities allow him to inflict
considerable damage in a short period of time, and he can typically talk his way out of most
situations. His typical tactic against enemy fighters is to slash their weapons apart with
Darksabre and send them running in panic.

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The Transcendent Order
Perfect harmony is achieved only when thought and action are
simultaneous. When a situation presents itself, action is the only appropriate
response. Thought is not needed because it is harmonious with the body.
Truth in the multiverse first comes with harmony in the self.

Like the Godsmen, the Transcendent Order (Ciphers) believes in ascension

of mortal beings to greater status. Cipher ascension, however, comes
through dedicated training and the honing of one’s instincts to make immediate, correct
responses to external stimuli. The faction distances itself from the concerns of most people,
believing that the quandaries of the self must be solved before the quandaries of the other.

The Ciphers control the Great Gymnasium, possibly the best weapons-training facility in the
Planes, offering courses on all manner of physical exercise.

Membership (~17,000 in Sigil): Ciphers can be found anywhere in the Planes, always in
personal quest or meditation. Many of them stay close to the Great Gymnasium, one of the
greatest places for mind-body training within the Planes.
Alignment: Because of the distance they create between themselves and the lives of most
beings, Ciphers must all be at least partially neutral.
Classes: The Order is a faction of martial combatants—not soldiers, but warriors who
train in the art of duels, hand-to-hand skills, and other abilities requiring intense focus. Cipher
wizards and priests are rare, though psions are fairly common. The Ciphers have their own
monastery for monks, the Order of One, which train in the art of logic and meditation. Duelists
and kensai (see below) are very prominent, as are druids (who look to instinctual responses as
the perfect balance between mind and body), which tend to be rare in most all other factions.
Races: Humans make up the vast majority of the Order, as in the Planes they are one of
the only mostly neutral races. Githzerai are also common, though most never ascend far in the
faction due to concerns with their own racial matters above those of the faction.
Splinter Factions: None of note.
Alliances: Most factions
Enemies: Harmonium

Organization: The Order has three basic ascension possibilities. Namers are just Namers, and
usually remain so until at lest 3rd level. At this point they can become Masters of the Heart. After
three or four months of training and upon reaching at lest 7th level, a Cipher can become a Master
of the Mind. The Master of the Spirit ranking has only one member: Rhys. Regardless of rank,
faction members act as diplomats between other factions, warrior trainers for aspiring
combatants, or adventures trying to find the cadence of the Planes.
Base of Operations: The Great Gymnasium within the Guildhall Ward. In the Planes, the
Ciphers have a retreat within Elysium.
Factol: Rhys
High-ups: Adrius (Human ♂/ Drd19/ N) is the leader of a sect of Ciphers believing that
animals have found the true path: instinct as a merger between action and thought. Most of his
followers are druids or rangers.

95
Transcendent Order Template

“Transcendent Order” can be added to any creature meeting the faction membership guidelines.
The creature type is not changed. The Ciphers creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Ciphers gain spell-like abilities based upon their beliefs as they gain
levels. Due to their amazing speed of reflexes, Ciphers tend to gain abilities that make them
faster and more responsive to danger. In order to gain these abilities, the character must have a
charisma score of at least 8. Spells function with the character level or hit dice as the caster level
and charisma as the modifying score for DC. All the following abilities are usable 1/day unless
noted otherwise.

Hit Dice/Level Abilities

1-4 Expeditious Retreat
5-8 Prayer (self only)
9-12 Divine Power
13-17 Wrath of the Order
18-20 Ethereal Jaunt

Wrath of the Order (Sp): The Cipher and any other Ciphers within 30’ of the
caster receive an additional attack each round at their highest attack bonus and a
+2 morale bonus to attack, damage, and saving throws. This mind-affecting spell-
like ability lasts 1 round/level. Upon completion, all affected are fatigued for 10
minutes.

Special Qualities: As the Cipher progresses in levels, he gains several important

abilities. At the same time, however, Ciphers cannot change their actions once they’ve been
declared; they must follow through regardless of consequences.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Trance +2
8-11 Trance +4
12+ Speed of Thought

Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Ciphers, this prepares them with understanding all forms of language, faction life
in Sigil, and the basics on the Planes. The character treats Diplomacy, Forgery,
Knowledge (Planar), and Knowledge (Sigil), and as class skills regardless of what
they normally would have access to.
Trance (Ex): The Cipher may add this value to all initiative rolls and to his first
round of attacks in any given combat, as he is constantly in a state of readiness.

96
 Also, he adds this bonus to Will saves against mind-affecting and compulsion
effects.
Speed of Thought (Su): The Cipher acts as if he permanently had the haste spell
cast upon him. This may be dispelled, but can be reactivated as a free action.

Challenge Rating: Same as base creature +1.

Transcendent Order Prestige Classes

Kensai
Kensai (often called Sword-Saints) are the undisputed masters of double sword combat. Most are
trained from near birth to wield the blade; for many it is
a family tradition. Only Ciphers seem to have the ability
to focus out extraneous distractions in order to hone
their skills in this craft.

Kensai disdain heavy weapons and armor. They believe

that a warrior’s swords should be their offense and
defense in every situation. Because of this, their armor
class and their susceptibility to long-range attacks is
usually very poor, but they make up for it with a variety
of other offensive and defensive abilities.

Requirements:
In order to become a Kensai, a character must meet the
following requirements:
Abilities: Dexterity 15+
Feats: Weapon Mastery (either long sword,
rapier, short sword, saber, scimitar, or similar finesse
weapon), Weapon Finesse (in specialized weapon),
Twin-Sword Style.
Special: The Kensai must be a member of the Transcendent Order faction with the
faction template.

Class Abilities:
Hit Die: d10
Class Skills: Balance, Craft, Hide, Jump, Move Silently, Tumble.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Kensai gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Ability

1 1 2 2 0 Oath of the Blade, Two-weapon fighting, Parry
2 2 3 3 0 Deflect Arrows
3 3 3 3 1 Improved Two-Weapon Fighting

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 4 4 4 4 1
5 5 4 4 1 High Mastery
6 6 5 5 2 Improved Blind-Fight
7 7 5 5 2 Whirlwind Attack
8 8 6 6 2
9 9 6 6 3 Greater Two-Weapon Fighting
10 10 7 7 3 Grand Mastery

Class Features:
Kensai gain the following abilities to help them make their way in the multiverse:
Oath of the Blade: When they first choose the path of the Sword-Saint, Kensai must
abandon the ways of lesser warriors. Their oath forbids them from using any ranged weapons of
any kind. Additionally, they can use no item that grants an armor or enhancement bonus to their
armor class (deflection, natural armor, and others are allowed). To a Kensai, the blade is both
offense and defense. If they violate this oath at any time, all of their special abilities fail to
function until they can perform a ritual meditation and fast, a process that requires two full days
of uninterrupted concentration at a location sacred to the character.
Parry (Ex): The character may attempt to parry away one melee attack from each
character attacking him each round. To do so, he makes an opposed attack roll (suffering a -2
cumulative penalty to each parry after his first). If successful, the attack is blocked and no
damage is inflicted. The character can use this ability even if his penalized parry roll is negative.
He can only parry weapons of up to two sizes larger than his current weapon. He must block the
first attack from an opponent regardless of whether it hits or misses.
Two-weapon Fighting: The character gains the Ambidexterity and Two-Weapon
Fighting feats for free.
Bonus Feats: At the listed level, the character gains the listed feat even if he does not
have the prerequisite (s). In addition, while using the Deflect Arrows feat, the character need not
have a free hand open; he uses his blade to deflect the missile.
High Mastery: The character becomes exceedingly adept his weapon. His critical threat
range is effectively doubled with his weapon of choice, and he gains a +2 initiative bonus with
that weapon.
Grand Mastery: The character is unequalled in skill with his chosen weapon. His
damage die is increased by one category and he gains an additional attack with his primary hand
weapon at a -5 from his lowest attack bonus even if this value is negative.

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\Faction High-ups

Factol Rhys
Female tiefling Transcendent Order (Factol of the Transcendent Order) Ftr6-Sor6-
Spellsword10: CR 27; Medium-size Outsider (tiefling); HD 6d10 + 6d4 + 8d8 + 140; hp 222;
Init +13; Spd 30; AC 29 (touch 12, flat-footed 27) [+13 armor, +2 Dex, +4 deflection]; Attacks:
15/10/5 (sword: 18/13/9 & 18/13); Dmg
1d10+7/19-20 & 1d10+5/19-20; AL N;
Saves: 14/7/14 (24/17/26); Str 18, Dex
20, Con 24, Int 19, Wis 24, Chr 24;
Height 5 ft. 2 in. Age: 55.
Skills and Feats: Concentration
+25, Diplomacy +25, Knowledge (the
Planes) +20, Knowledge (Sigil) +20,
Jump +25, Sense Motive +13, Spellcraft
+25; Feats: Ambidexterity, Expertise,
Extend Spell, Improved Disarm,
Improved Initiative, Improved Trip,
Knockdown, Two-Weapon Fighting,
Weapon Focus (longsword), Weapon
Specialization (longsword), Quickdraw,
Weapon Mastery (longsword).
Special Qualities: Tiefling
abilities: cold, fire, electrical resistance
5, 1/day—darkness. +2 to Bluff and
Hide, checks, Darkvision 60’. Cipher
benefits: CR +1, expeditious retreat,
prayer (self only), divine power,
Tenser’s transformation, ethereal jaunt,
Trance +4, Speed of Thought 1/day—
endurance, fast healing, vision,
stoneskin, mind blank. Spellsword Abilities: Ignore spell failure 30%, Channel spell III,
spellsword cache. Factol of the Fated Abilities: CR +4, Transcendent Awareness (Su): Rhys is
never surprised. Any time a surprise round occurs, she acts in it as well. If there would normally
be no surprise round, she gets one. Speed and Steel (Su): Every round, Rhys can cast one
quickened spell, so long as the range is personal. The spell does not take up a higher level spell
slot. This counts against the normal limit of one quickened spell per round. Factol Immunities:
temporal stasis, Otto’s irresistible dance, finger of death, harm, wyrmstrike, vitriolic sphere,
hold person, glitterdust, magic missile; Factol Spell-like Abilities: constant—Odesseiron’s
Insightful Tactics, protection from evil 10’ radius; Epic-level benefits: +2 effective spellsword
levels (included above).

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 Sorceress Spells per Day: 6/8/8/8/7/5, Sorceror Spells known: 9/5/5/4/3/2; Effective
caster level: 11. Base DC = 17 + spell level. Rhys’s spell list is composed almost entirely of
spells to enhance her abilities in melee.
Signature Possessions: Body & Spirit (Green steel brilliant energy longsword +3, Red
steel dancing longsword +3), Called mithral full plate +5, Truth charm. Rhys tends to equip skill-
based items when negotiating or traveling seriously.

Background:
See The Factol’s Manifesto.

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The Xaositects
Love, hate, death, life, hope, despair—everything and anything all at once,
whenever, whatever, whoever. This is chaos.

The Xaositects (Chaosmen) believe that the only truth in the multiverse
comes from the embrace of randomness. There is no appropriate behavior,
nothing that is sacred or normal. Everything is random, and to embrace
this—to embrace the pure essence of the moment and nothing else—is to
find Truth.

Chaosmen hold no official position in Sigil. The congregate in the Hive, living their lives apart
from much of the rest of the city. Nevertheless, they do have a seat on the Council.

Membership (~20,000 in Sigil): The Chaosmen tend to conglomerate in the Hive and the wards
closest to it. The Harmonium does whatever it can to keep Xaositects out of the Lady’s Ward.
Many times this only encourages them.
Alignment: For obvious reasons, Chaosmen must be chaotic.
Classes: The wild, untamed revelry of the Chaosmen leans toward sorcerers, rogues,
barbarians, and bards. Classes relying upon any sort of discipline find working within the
Xaositects nearly impossible.
Races: Humans and githzerai form the core of the faction ranks, though elves, Halflings,
and bariaur are reasonably common as well. Only lawful races are truly rare within the
Chaosmen.
Splinter Factions: By virtue of their very beliefs, the Xaositects almost are a splinter
faction. They can barely keep themselves together in any organized fashion (and don’t really
want to anyway), and any group that evolved would need order to come together in a real splinter
faction—which would no longer make them related to the Chaosmen.
Alliances: Bleak Cabal, Doomguard
Enemies: Harmonium, Fraternity of Order

Organization: To say that the Xaositects have no organization is almost to give them credit.
They can barely hold themselves enough together to form a faction. There is no advancement, no
line of command, nothing. The Factol is usually whomever chooses to take the position; Karan
has simply been doing just that for a while. Groupings that evolved and then disappear over time
tend to have either a “Boss” or a “Big Boss,” but neither commands much power over anyone
outside his immediate circle, which is in itself constantly changing.
Base of Operations: The Chaosmen call kip somewhere within the Hive, though exactly
where is anyone’s mystery—including their own faction members. In the Planes, they
tend to gravitate toward Limbo.
Factol: Karan
High-ups: “Sly” Nye (Human ♂/ Brd7/ Xaositects/ CN) is an advocate—odd considering
he’s about as far from lawful as a body can possibly be. He wins his cases through chaos,
however, introducing so much of it as to befuddle most juries and judges.

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Xaositect Template

“Xaositect” can be added to any creature meeting the faction membership guidelines. The
creature type is not changed. The Chaosmen creature uses all the base creature’s statistics and
abilities except for those noted here.
Special Attacks: Xaositects gain spell-like abilities based upon their beliefs as they gain
levels. Due to their disdain for the rules of the multiverse, they gain powers that generally instill
chaos in the world around them. In order to gain these abilities, the character must have a
charisma score of at least 8. Spells function with the character level or hit dice as the caster level
and charisma as the modifying score for DC. All the following abilities are usable 1/day unless
noted otherwise.

Hit Dice/Level Abilities

1-4 Babble
5-8 Locate Object
9-12 Chaos storm
13-17 Animate objects
18-20 Otto’s irresistible dance
Babble (Sp): A creature targeted by this effect has his words contorted into
incomprehensible babble. Any time he speaks, no being can understand his words
except for members of the Chaosmen. Most Chaosmen use this to simply annoy
those around them, though it has the added use of making verbal spell-casting
impossible. It lasts for 1 minute a level and is saved against as a 2nd level spell
(will save).
Locate Object (Sp): For some reason, Chaosmen always know where something
is—so long as it doesn’t belong to them. They can always use this ability to help
others, though, or to find something in general.
Chaos storm (Sp): Within a 30’ radius of the Xaositect a massive swirl of chaotic
energy forms. All creatures within the area of effect must make two rolls every
time they make one, taking the worst result of the two. The effect allows no save,
but anyone moving outside of the storm’s influence is no longer under its effects.
It lasts for 2 rounds/level.

Special Qualities: As the Chaosman progresses in levels, he gains several important

abilities. At the same time, however, Xaositects have a tough time joining any organization for
any lengthy period. In fact, they have a tough time staying with anything for long. The players
and DM should come up with appropriately quirky behavior and have fun with it.

Hit Dice/Level Qualities

1-3 Bonus Skills
4-7 Protection from Law
8-11 Unpredictability
12+ Spell Surge

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 Bonus Skills: Training in the ways of faction life tends to give a character access
to skills normal characters of their class would not have. In the case of the
Xaositects, this deals with using their chaosspeak, faction life in Sigil, slight-of-
hand movements, and moving wildly in combat. The character treats Innuendo,
Knowledge (Sigil), Pick Pocket, and Tumble as class skills regardless of what he
normally would have access to.
Protection from Law (Su): The character acts as if constantly warded by the spell.
It can be dispelled, but can be reactivated as a free action.
Unpredictability (Ex): The general randomness of Chaosmen disturbs most sane
folk. Because of this, they’re usually a bit intimidated by them. Chaosman at this
level gain a +2 bonus on all Bluff and Intimidate checks and a +2 to all initiative
rolls. This ability does not work versus other Chaosmen or chaotic neutral
creatures.
Spell Surge (Su): The very aura surrounding most Xaositects is so random as to
pervert many spells, powers, and supernatural abilities that attempt to harm them.
If any of these effects targets a Xaositect, he may make a Wisdom check DC 15.
If successful, the spell surges wildly and loses any coherency. It has no other
effect. The Xaositect can deactivate this aura as a free action. Also, it can be
dispelled, but can be reactivated as a free action.

Challenge Rating: Same as base creature +1.

Xaositect Prestige Classes

Chaoscaster
As most residents of Sigil will attest to, Chaosmen warriors are frightening; anyone wielding a
sword with that much reckless abandon is truly a threat. However, when a Xaositect is born with
the Blood swirling in his veins, “frightening” doesn’t even come close.

Chaoscasters seek to mold the Art into something resembling the perpetual maelstrom of Limbo.
They use the forces of randomness in their magic, sometimes to fantastic affect, sometimes to
mere sputters of energy. But it is this unpredictability that makes Chaoscasters some of the most
fearsome opponents in the Planes, if not always by their own choosing.

Requirements:
In order to become a Chaoscaster, a character must meet the following requirements:
Spellcasting: Ability to arcane spells of 3rd level or higher as a sorcerer
Special: The Chaoscaster must be members of the Xaositect faction with the Xaositect
template.

Class Abilities:
Hit Die: d4
Class Skills: As sorcerer

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 Skill points: Each level: 2 + Int modifier
Weapon and Armor: Chaoscasters gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Ability Spellcasting

1 0 0 0 2 Blood of Limbo, Chaos Domain +1 sorcerer level
2 1 0 0 3 Blood Rage 1/day +1 sorcerer level
3 1 1 1 3 Winds of Limbo 1/day +1 sorcerer level
4 2 1 1 4 +1 sorcerer level
5 2 1 1 4 Blood Rage 2/day +1 sorcerer level
6 3 2 2 5 Winds of Limbo 2/day +1 sorcerer level
7 3 2 2 5 Fist of Chaos +1 sorcerer level
8 4 2 2 6 +1 sorcerer level
9 4 3 3 6 Blood Rage 3/day +1 sorcerer level
10 5 3 3 7 Winds of Limbo 3/day, Mold Chaos +1 sorcerer level

Class Features:
Chaoscasters gain the following abilities to help them mess with the laws of existence:
Blood of Limbo (Su): The Chaoscaster is attuned to the swirling karach of Limbo. Like
the energies of that Plane, his own spellcasting takes on the essence of randomness. To
determine DC against his spells, roll 1d20 + charisma + spell level instead of using a flat DC of
10. In the long term, this neither benefits nor hurts the character, but it makes for some
interesting effects at times.
Blood Rage: Very much like a barbarian, the Chaoscaster can throw himself into a
vicious rage. This rage, however, is as much mental as it is physical. During this intense, near-
insane fury of magical power, the Chaoscaster adds +4 to his Charisma and Constitution and
gains a +2 morale bonus on Will saves, but he suffers a -2 penalty to his AC. Otherwise this
ability functions as the barbarian equivalent (except the Chaoscaster can still cast spells, of
course). Optionally, he may take some of the barbarian rage feats in the Masters of the Wild
supplement and apply them to spells, though at the DM’s discretion.
Chaos Domain: When choosing new spells, the character may select from the Chaos
domain on the cleric spell list.
Fist of Chaos (Ex): The character has learned to better unleash (not control) the energies
flowing through his body and in the world around him. Whenever he is casting a damaging spell
(one that rolls dice for damage), he may whimsically alter the damage it deals, extending the
spell’s maximum damage by 50% but reducing its minimum damage to 1. Thus, a 10th level
caster launching a 10d6 fireball can instead make that fireball’s damage range from 1-90
(average 45.5) instead of 10-60 (average 35). Using this ability requires that the spell take up a
slot one level higher than normal, though it need not be cast as a full-round action like other
metamagic feats. It cannot be stacked with itself. Roll percentage die to calculate this damage if
applicable, ignoring null results (such as a 91+ in the above example).
Mold Chaos: This ability duplicates the archmage’s shaping ability.
Winds of Limbo: By tapping into the energies of randomness swirling through the Art,
the character can shape the effect of any spell on his spell list he could cast at his level. This
process is taxing, requiring a full-round action to cast the said spell instead of a standard action.
The character can use this ability a number of times per day determined by his level.
Spells per Day: The character continues to gain spells per day as a sorcerer. He gains no
other special abilities of that class.

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\Faction High-ups

Factol Karan

Male githzerai Xaositect (Factol of the Xaositects) Ftr2-Brb7: CR 14; Medium-size Outsider
(githzerai); HD 2d10 + 7d12 + 72; hp 121; Init +10; Spd 30; AC 16 (touch 16, flat-footed 10)
(varies – see description); Attacks: +9/4 (14/9, varies by weapon – see description); Dmg varies
– see description; AL CN; Saves: 8/2/2 (21/13/7, 23/13/9 raging, and varies – see description);
Str 14, Dex 22, Con 26, Int 8, Wis 10, Chr 17; Height 6 ft. 0 in. Age: 49.
Skills and Feats: Climb +7, Innuendo +12, Pick
Pocket +18; Feats: Combat Reflexes, Improved Initiative,
Quickdraw, Instantaneous Rage, Leadership, Blind-Fight.
Special Qualities: Xaositect benefits: CR +1,
1/day—babble, locate object, chaos storm, animate objects,
Otto’s irresistible dance. Factol of the Xaositect Abilities:
CR +4, Enhanced constitution: Karan has a +10
enhancement bonus to constitution. Extreme Popularity
(Ex): Karan’s Leadership score is calculated as if he were a
20th level character, and due to the nature of his following,
he suffers no penalties for “moving around a lot” or
“causing the death of other followers.” Right Place in the
Right Time (Ex): If Factol Karan is assaulted, he is 90%
likely to be aided by random combatants (wandering
monsters, well-meaning adventurers, friendly locals, an
angry mob, a swarm of locusts, a Harmonium patrol, etc.).
These combatants always have a CR equal to the CR of the
attacking party. Random Luck (Su): Karan receives a luck
modification on all saves of 1d8-3 (Roll once at the onset of combat). Immunities (Ex): Factol
Karan is immune to any spells or abilities that restrict movement (hold person, imprisonment) as
well as all mind-affecting and compulsion effects. Know Alignment (Su): Karan automatically
knows the alignment of any creature within 60’ (he attributes this power to a rock in his
possession – whether that is the true source of the ability or not, no one seems to know, Karan
included); Backfire (Su): Anyone attempting to read Karan’s mind (by spells or psionics) must
make a Will save DC 22 or suffer the effects of the insanity spell (and even on a successful save,
still gets no intelligible reading). Permanent Enchantments: Tongues, Resistance +5.
Signature Possessions: Karan’s equipment fluctuates on a daily basis, as he sells,
donates, misplaces it, or just plain destroys it. He is typically found wielding some sort of sword,
as well as light armor (though he has been seen in anything from ancient armor to his birthday
suit). Two items that always seem to stay in or find their way back to his hands are a magic stone
he claims gives him the ability to know the alignment of any individual within 60’, and an
amulet that renders him totally immune to all spells with the law descriptor.

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 Chapter Four:
Organizations and Guilds
Not Just Another Faction…
These organizations represent a different type of order in the Planes. Some group themselves
together the same way as factions: around some ideological belief. They have many less
followers, however, and thus do not have the same level of power. Other groups are more like
Prime organizations, typically concerned with a single or relatively few goals and banding
together by similar profession.
These organizations are listen in much the same way as factions. Because they are not a
firmly entrenched believe in the Planes, none has its own template from which believers draw
power. Some have prestige classes while others do not. They all have some membership
guidelines or another. These groups are meant, like the factions, to add flavor to a planar
campaign. Some of them are quite strong and hold possibly even more sway than a full-fledged
faction, but because they aren’t always committed to beliefs, let alone a single belief, they do not
receive any special power from the essence of the Planes.

Players in Guilds?
PCs can, of course, join whatever guild they wish—so long as they meet the requirements. Many
guilds refuse to have any allegiance with the factions, though not all. Most characters also know
that the Lady isn’t too fond of other organizations attempting to gain clout in the Cage. Business
is fine, but just remember that the factions run the daily operations of Sigil—and always under
the watchful eye of the Lady.

Organizations and Guilds

The Circle
Many berks make the mistake of believing druids to be extremely rare in the Planes. In truth,
they are rare in some places—Sigil being one—but the Planes are infinite, after all, and many
boast some of the most impressive natural wonders in all of existence. Uniting the power of
nature across all these worlds is the most ancient collective order of mortal spell-casters in the
Planes, known simply as the Circle.

The Circle operates through a loose hierarchy of druids, with the Council coming to session only
once every year. Members share only one bond—the Oath of One, a pact that includes the
Druidic pledge to preserve the natural world and to live in harmony with it. Most of the Circle’s
actions come through the personal efforts of its members striking out against lone cases of
indiscretion. The group as a whole rarely takes action, but they watch and monitor everything,
from the deepest pits of Hell to the most radiant arches of Celestia.

Membership (~50,000): members of the Circle can be found anywhere and everywhere. Since
they have no restriction against other organization allegiances, many Circle druids can be found

106
within Sigil performing other faction duties. The highest concentration, however, is within the
Beastlands.
Alignment: Members of the Circle must be some form of neutral.
Classes: Only two classes are allowed within the Circle: druids and rangers. Hybrids are
excepted, though their actions are often monitored more closely. Any prestige classes fitting
these two classes is perfectly acceptable. Most rangers joining the group take on at least a few
levels of druid.
Races: Humans and elves make up nearly the entirety of the faction. The remaining 10%
or so is made up of a scattering of other races.
Other Allegiances: Some members of the Circle become faction members. There is no
exclusion based on Circle membership.

Organization: While rangers are allowed within the Circle, they cannot advance into any
position of power. The hierarchy is fourfold: Initiates, Druids, Great Druids, Grand Druid.
Initiates: The vast majority (over 95%) of all Circle members fall into this category. They
operate freely within the guidelines of the Oath but rarely ascend to power. Few attend Council
meetings and even fewer keep in regular contact with the Council.
Druids: Only 1,000 of the Circle members can be an official “Druid” at any given time.
Members at this level attend all Council meetings and work closely with other Council members,
only venturing out on their own in rare circumstances or on specific quests. Ascension comes
through appointment by a departing Druid or by vote of the Council.
Great Druids: There are 100 Great Druids of the Circle at any time within the Planes.
They are the core representative of the council, each being served by up to 5 Druids and possibly
many Initiates. A Great Druid will sometimes appear to the leader of a particular Planar Realm in
order to speak qualms about current actions or to threaten possible retribution.
Grand Druid: At any given time, there is but one Grand Druid. Though she is advised by
the Council on any number of matters, she may act alone if she so desires. When a Grand Druid
steps down, she chooses five possible Great Druids to replace her. These men and women
compete against each other in a ritual called the Hathma, which tests the wits, strength, and
spells of each member against the other. This contest is never lethal, but it is draining. Most
Grand Druids (even elves) traditionally rule for about 50 years before stepping down and
disappearing into their own personal grove.
Base of Operations: The Council meets within the mountains of Arbestia in the
Beastlands. There the Grand Druid and her Council meet.
Leader: Ali’esh Rathima (Elf ♀/ Drd10-VerdantLord10-Epic15/ N) is the current Grand
Druid and has been so for about forty years. At over 500 years of age, she is wise, dispassionate,
and one of the more fearsome mortal opponents a body can find. She has personally confronted
demon princes, archdevils, and even archangels to get the way of the Circle in the past, and in
the end all have fallen to her will. She rarely leaves the Council, preferring to communicate
through messenger and servitor. She appears as a tall, thin elven woman with an ageless face and
a body wrapped in simple woodland garments.

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The Crux
The supernatural is, by definition, unnatural. It is a blight, a wound, an infectious disease
wrought upon the mortal races by immortal beings of evil. The Art contains power, but it
corrupts the mind. The Gift may unlock secrets of the psyche, but even these cannot possibly
come merely from within—some dark power has woven a curse upon these mortals. All
supernatural power, whether it be spell, psionics, or mere abilities, is evil and must be purged.

To say the Crux are a radical group would be to understate the mark considerably. They are a
small but potent group of individuals who seek only to purify the mark of the supernatural from
the mortal races. Such might is the dominion of the Gods and their immortal servants.

How the Crux was formed is a mystery, but it has been around for many decades, some say many
centuries, in one form or another. Most members were somehow betrayed or assaulted by great
magic and have thusly turned against it. Others were simply born into the organization’s dogma.
Whatever the case, the typical Crux is willful, determined, and downright zealous with rage
against the supernatural.

The Crux try not to kill if they do not have to, preferring instead to take “infected” mortals into
their care and perform a ceremony to remove all supernatural potential from them. This
ceremony, called simply The Purification, leaves victims without access to any of their previous
spells, powers, or other magical abilities permanently. Even wish spells fail in returning any
powers.

Membership (~10,000): Crux can be found anywhere, but only while on missions of
“purging”—their name for the elimination of all supernatural powers within a being. Otherwise
they are within their lair, the Crux Citadel, near the base of the Spire in the Outlands.
Alignment: Members of the Crux must be lawful due to their intense, regimented
dedication to the cause.
Classes: Once a body joins the Crux, all of his spell-casting abilities and supernatural
powers are lost. Thus, anyone possessing these skills beforehand is rare, though some do make
the conversion. Most members are fighters or rogues. Many take the prestige class of Crux
Inquisitor.
Races: Humans constitute more than 99% of the group. Perhaps this is because of other
race’s indelible connection to some form of magical ability.
Other Allegiances: None tolerated.

Organization: The Crux functions much like a militant religious order. There are five possible
titles within the group: Initiate, Lofellor, Phoenix, Crux Lord, Crucible. Each has power over the
other designations, with the Crucible making autonomous decisions when he desires. Only the
Lords (of which there are no more than ten at a time) can remove the Crucible by combined vote.
Base of Operations: In the Crux Citadel underneath the Spire.
Leader: Crucible Thorigek (Dwarf ♂/ Ftr20-Rog9/ LN) is the current leader of the Crux.
He is rarity because of his race (very rare within the ranks) and his calm temperament. He is one
of the strongest advocates against the killing of Crux targets. After all, the Crux wishes to save
them from corruption, not necessarily destroy them. Some more radical members believe this
policy to be folly; they insist that purification can only come through destruction.

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Crux Prestige Classes

Crux Inquisitor
When evil spellcasters dominate the land, it is often necessary for the common populace to
defend itself. To that end, orders of stoic warriors are often founded to combat those proficient in
the magical arts. These orders are always lawful, though not necessarily good. Efficiency is
usually more important that ethics when dealing with wizards capable of leveling towns if their
power reigns unchecked. In this role as zealot, protector, and destroyer is the Crux Inquisitor.

The Crux is a neutral organization residing directly beneath the Spire in the Outlands. It is their
will to destroy all users of magical and psionic powers, feeling that such abilities taint otherwise
clean mortal spirits. To them, good is as vile as evil if the person wields unnatural power.

Requirements:
To qualify to become an Inquisitor (Inq), the character must meet the following guidelines:
Alignment: Crux Inquisitors, being of a like-minded order, are always lawful.
Skills: Sense Motive, 3 ranks; Knowledge (arcane) 1 rank; Knowledge (religion) 1 rank,
Knowledge (psionics) 1 rank.
Base attack bonus: +7

Class Abilities:
Hit Die: d10
Class Skills: Climb, Jump, Knowledge (arcane, psionics, religion), Psicraft, Sense
Motive, Spellcraft; Gains 2 + Int modifier per level.
Weapon and Armor: Inquisitors are proficient in all simple and martial weapons and all
forms of armor and shields.

Level Attack Fort Ref Will Special

1 1 2 0 2 Shield of will, interrogator, Mortal Pact
2 2 3 0 3 Dispel supernatural
3 3 3 1 3 Slippery mind
4 4 4 1 4 Bonus resistance feat
5 5 4 1 4 Resist supernatural (hold and sleep)
6 6 5 2 5 Bonus resistance feat
7 7 5 2 5 Resist supernatural (spell resistance)
8 8 6 2 6 Greater dispelling
9 9 6 3 6 Resist supernatural (improved spell resistance)
10 10 7 3 7 Negation

Class Features:
Bonus Resistance Feat (Ex): The character may take one of the resistance feats for free.
(Feats are listed in Masters of the Wild).

109
 Dispel Supernatural (Sp): The inquisitor can cast dispel magic or negate psionics at his
character level (max +10) once a day per inquisitor level. At later levels, this improves to greater
dispelling. The improvement is a substitution, not an addition. Therefore, once greater dispelling
is acquired, the inquisitor can no longer us a normal dispel magic. He can still use this power
once a day per inquisitor level.
Shield of Will (Su): This ability allows the character to use his wisdom modifier as a
bonus to all saving throws. If the character had a previous ability that is similar, the bonuses do
not stack, though he may use the more beneficial ability score.
Slippery Mind (Ex): The inquisitor gains the ability to quickly shrug off mind-affecting
enchantments. Each round he is under the effect of one, he can attempt a new save to break free.
Resist Supernatural (Ex): This ability improves as the character levels. Initially, gain a
+2 bonus to save against all mind-affecting and compulsion effects. Later, they gain a spell
resistance and power resistance equal to 11+ their total hit dice. And finally, they gain the ability
to make a spell resistance or power resistance check against magic that normally allows none,
such as maze or imprisonment.
Interrogator (Ex): During an interrogation, the character knows whether or not he is
being lied to. During the conversation, he may perceive a number of lies equal to his charisma
modifier. This power can be used as often as the inquisitor wishes, but not against the same
individual for 8 hours since the last questioning.
Negation (Sp): Inquisitors eventually gain improved defenses against enemy magic-
users. This ability, usable once per day, functions as per a Mordenkainen’s disjunction in all
aspects, though it can also be used to dispel psionics (choice made upon casting).
Mortal Pact: Inquisitors, being powerful forces against dark magic, are unable to
channel magical or psionic power if they were able to do so in a previous character class. Thus, if
the character had been able to cast spells or manifest powers, he loses knowledge of all spells
and/or powers. For this reason alone, few “true” casters ever become inquisitors. Any existing
personal enchantments or magical followers also cease to function once a Crux Inquisitor level is
taken. The inquisitor, though able to employ magical arms and items, cannot create any himself
or use items that simulate spell-like effects unless they are designed to tear down an enemy
caster’s defenses. In addition, any inquisitors willingly committing a chaotic act must atone as
per the spell. During this period all special abilities do not function.

110
The Dusk Magus
Dwelling in between darkness and light, hiding in the shadows of another world, drawing their
power from the energies of something darker and more nefarious than the Art—these are the
Dusk Magus. Like the Shadow Adept counterparts on
many prime worlds, these casters sacrifice standard means
of drawing upon the Art for the realm of shadow. It grants
them great ability, though it costs them some of their
original power as well.

The Dusk Magus themselves are a loose league of shadow

casters based on the teachings of a shadow prophet long
since dead. They organize themselves into small sects,
each communicating with the next only if it will gain him
something in return. Many Dusk Magus join other groups
and organizations, using their unique powers in the course
of some other cause. Others, however, remain solely
dedicated to the expansion of the Shadow Plane,
controlling vast armies of incorporeal creatures and
wading them into battle against material creatures.

Membership ( at least 1,000,000, though likely more spread throughout the Planes): Dusk
Magus can be found anywhere at any time. They are most common, obviously, in the Plane of
Shadow, though there are large concentrations in all of the lower Planes as well.
Alignment: Any non-good.
Classes: Dusk Magus are all either wizards, sorcerers, or witches. Unlike their prime
counterparts, priest of shadow are not welcome in this order.
Races: Humans, tieflings, drow, and other neutral or evil races all make up the faction
ranks.
Other Allegiances: Any.

Organization: Each sect of the Dusk Magus is arranged differently. Many of the more potent
Magus have created their own Dusk Academies to teach their powers to others. They have a
common trait in that they can immediately detect the magic of their own kind, but otherwise they
share little allegiance to one another. The largest particular grouping rests within the Plane of
Shadow in the Lightless Hold. There about 1,000 Magus gather to exchange secrets, items, and
information.
Base of Operations: Plane of Shadow in the Lightless Hold. Also in various demiplanes.
Known Members: Not a great deal of Magus openly reveal their identities to others, but
some have no qualms against it. The most noted of the Magus are Zarius (Human ♂/ Ill6-Dusk
Magus10-Acm4-Epic2/ NE), a man whose own demiplane has entire cities of half-shadow men
and women within it, and Foenetia (Tiefling ♀/ Witch10-Dusk Magus10/ N), a withered crone
who runs more than twelve Academies across the Planes.

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Dusk Magus Prestige Classes

Dusk Magus
The Dusk Magus are members of the organization of the same name. Instead of using the powers
of the Art to command magic, they channel their power through the Plane of Shadow. This extra-
dimensional casting mirrors the abilities of the Shadow Weave from the Forgotten Realms
Campaign Setting.

This prestige class is identical to the Shadow Adept presented on page 53 of that book except for
its planar bent and its exclusion of divine magic.

Requirements:
In order to become a Dusk Magus (Dsk) a character must meet the following requirements:
Alignment: Any non-good.
Spellcasting: Ability to cast arcane spells of 3rd level or higher.
Skills: Knowledge (arcane) 8 ranks, Spellcraft 8 ranks
Feats: Shadow Plane Magic, any one metamagic feat

Class Abilities:
Hit Die: d4
Class Skills: Bluff, Concentration, Craft, Disguise, Hide, Knowledge (all skills taken
individually), Profession, Scry, Spellcraft.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Dusk Magus gain no proficiency in armor or weapons.

Class Features:
All class features follow the Shadow Adept class presented in the Forgotten Realms
Campaign Setting.

112
The Incantarium
The Incantarium, formerly a potent faction in Sigil, now lies in almost complete ruin. At its
height, this faction, consisting entirely of wizards and creatures with wizardly powers, were
among the masters of mortal magic in all existence. They did not believe in an abstract
philosophy, but rather the idea that all secrets could be uncovered through careful study of the
Art.

Today the Incantarium keeps itself out of Sigil (due to decree from the Lady herself). Most
Incantifiers believe it was because they may have actually threatened her control of the city. But
whatever the case, so many of their number was slain as to lessen the potency of their beliefs
(thus a lack of a template). Still, a great number of these wizards roam about the Planes, forever
longing to uncover the secrets of existence though absolute mastery of the Art. They are few, but
no single group in the Planes boats wizards of greater power.

Membership (~5,000): Incantifiers can be found all over the Planes, though the largest
concentration is found within their High Enclave in Mechanus.
Alignment: Most Incantifiers are lawful, though there is no particular alignment
restriction.
Classes: Only wizards can join the Incantarium. Any wizardly prestige class is also
acceptable. A large number of faction members are loremasters or archmages, though all
eventually take the Incantifier prestige class.
Other Allegiances: Incantifiers cannot have any other faction allegiance.
Races: Any race can join the Incantarium. Most tend to be humans or tieflings.

Organization: Since they are so spread and dispersed, the Incantarium has a hard time
maintaining a strict hierarchy. However, within their Tower in Mechanus, the High Enclave
(consisting of four members) attempts to keep members together and directs research where
necessary. Ascension is purely through the will of the Enclave.
Base of Operations: The Incantifier Tower in Mechanus.
High Enclave Members: The Enclave is controlled by four supreme wizards, Athellin
(Drow ♂/ Evo7-Incantifier10-Acm3-Epic10/CE), Da’avin (Tiefling ♂/ Enc7-Incantifier10-
Acm3-Epic3/NE), Fiernana (Human Blood Phoenix ♀/ Div5-Incantifier10-Acm5-Epic1/NG),
and Serivas (Human ♂ lich/ Wiz10-Incantifier10-Acm5-Epic2/LE). They are a motley crew, all
having lived through the faction’s near destruction except for Fiernana, a young woman (only
24) whose raw talent is baffling to the rest of the group. She has consolidated power more
quickly than anyone in faction history, sometimes to the chagrin of the other elites, most of
whom have been involved in the Incantarium for centuries.

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Incantarium Prestige Classes

Incantifier
In the infinite expanse of the multiverse, every berk’s got a story on why he knows the dark of
things. Nearly every graybeard has a theory about the purpose of life and the place of everyone
in it. Many of them have got at least part of it right: if a
body’s ever going to find the answers, he’s got to look at
the Art.

The Incantarium, once a formidable faction in Sigil, was

nearly destroyed by the Lady of Pain herself—credence to
their power if this deity-like ruler was indeed frightened of
them. They seek to find knowledge—and subsequently
power—within the secrets of the Art. The Planes are held
together by magic, and it is through this magic that its
answers will be revealed. Incantifiers seeks to merge
themselves with the Art as completely as possible, and
eventually they grow so dependent on it as to be unable to
survive without it. Despite this need, they are the
unquestioned masters of arcane power in the multiverse.

All Incantifiers are wizards. A sorcerer may join the faction,

but he must immediately begin taking levels as a wizard.
Incantifiers study the Art, they do not simply use it. The Incantarium has been reduced to little
more than a fringe faction, though they still have a base of operations somewhere in the Planes.
The members of the Incantarium’s High Enclave are some of the most feared individuals in all
the Planes.

Requirements:
In order to become an Incantifier, a character must meet the following requirements:
Skills: Spellcraft, 8 ranks
Spellcasting: Ability to cast 3rd level arcane spells
Feats: Any three metamagic feats
Special: Membership in the Incantarium

Class Abilities:
Hit Die: d4
Class Skills: Alchemy, Concentration, Craft, Knowledge (all), Profession, Scry,
Spellcraft.
Skill points: 2 + Int modifier
Weapon and Armor: Incantifiers gain no proficiencies in weapons or armor.

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 Level Attack Fort Ref Will Special Ability Spells per Day
1 0 0 0 2 Item Drain +1 level of wizard
2 1 0 0 3 Secrets of the Art, 1st +1 level of wizard
3 1 1 1 3 One with the Art +1 level of wizard
4 2 1 1 4 Secrets of the Art, 2nd +1 level of wizard
5 2 1 1 4 Spell Resistance +1 level of wizard
6 3 2 2 5 Secrets of the Art, 3rd +1 level of wizard
7 3 2 2 5 One with the Art +1 level of wizard
8 4 2 2 6 Secrets of the Art, 4th +1 level of wizard
9 4 3 3 6 Magic Body +1 level of wizard
10 5 3 3 7 Secrets of the Art, 5th +1 level of wizard

Class Features:
Item Drain (Su): The Incantifier can regenerate lost spells per day by draining power
from magical items. By simply touching any magical item, the character regains one spell level
per spell level consumed. Thus, an Incantifier could drain one charge from a wand of fireball and
regain access to a 3rd level spell. The entire draining takes one minute per spell level drained.
Items that do not have charges or spells, per se, can still be drained. They yield one spell level
per 100gp of the item’s standard market price.
One with the Art (Su): The character fuses parts of his body with the Art. In effect, he
grants himself a permanent +2 inherent bonus to any one ability score. The process takes a two
hours and involves the draining of an item worth at least 20,000gp. If he gets high enough level
to gain his second use of this ability, he can choose a different ability score to augment, but can
increase one up to a total of +5.
Secrets of the Art (Ex): The Incantifier can cast an additional spell per day at this spell
level.
Spell Resistance (Ex): The Incantifier gains a spell resistance equal to 10 + character
level. In addition, if a resistance roll is made, the character “absorbs” a number of spells equal to
that which was cast, using them to regain lost spells at a 1/1 ratio (absorbing a fireball would
return 3 spell levels) and later to feed the character (see magic body).
Magic Body (Su): The character is able to sustain himself purely upon magic. Food,
water, and even air are no longer necessary. He is no longer susceptible to gas or poison attacks,
nor any attack that injures the respiratory system. Instead, the character must consume magical
energy. He must absorb a number of spell levels (either through his innate spell resistance or by
draining magical items) equal to his character level every week. Items that do not have charges
or spells, per se, can still be drained. They yield one spell level per 100gp of the item’s standard
market price. Thus, a 20th level Incantifier could consume a 2,000gp cloak of elvenkind in order
to live for a week. An Incantifier draining in this fashion also meets his item drain ability and
may restore lost spells; he simply must consume this much energy each week or perish.
Incantifiers cannot “store” enough energy one week to feed them for a month just as a normal
person cannot eat a large meal for a week’s worth of food; extra energy is lost or channeled into
spells. The character cannot absorb his own spells for this purpose.

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The Mistral
The Mistral is a dark organization of individuals with the Gift dedicated not only to mastering
the psychic arts, but in doing so through any means necessary. They are relatively young in the
Planes, having only been around for about 50 years, and initially they were formed with the
explicit intention of fighting the Shal-Hadar. Their ultimate goal is to monopolize the control of
individuals born with psychic potential (especially the Gifted) by capturing them from their
parents and raising them under Mistral tutorage.

The Mistral keep a low profile for the most part, striking almost exclusively in the Outlands until
they can crush the Shal-Hadar. Their greatest conflict, however, comes from within, as most of
the initiatives are planned by the Scourges (who often have little experience in such things) and
undertaken by the assassins or warriors within the ranks (who typically understand the operations
much better). The Mistral Scourges, however, refuse to yield to those “not fully embracing their
gifts” and the organization’s objectives often suffer because of it.

Membership (~10,000 ): The Mistral most often operate out of the Outlands, though
occasionally a particular missions takes them elsewhere.
Alignment: Any non-good. Most Mistral are evil.
Classes: All Mistral must have psychic potential. Full psions always become Mistral
Scourges, while psychic warriors take any number of prestige classes, including the psychic
assassin.
Races: All members of the Mistral are human. They psychic potential they wish to
harness does not come from uniquely psionic races (such as the githyanki), but rather in the
planar rarities. The Scourges believe humanity to be the key to ultimate psychic power.
Other Allegiances: Mistral cannot be a part of any other organization.

Organization: Scourges are placed in the Mistral by their power level. The High Scourges (of
which there are five) control most everything in the organization. It tends to be an almost feudal
system, which each High Scourge having loyal subjects (Scourges, assassins, and warriors)
below him and following his orders alone. Infighting is common, and High Scourges must
remain strong or be slaughtered by the predators surrounding them.
Base of Operations: The Mistral Enclave is located within the Hinterlands, just beyond
the Outland borders of Bedlam.
High Scourges: The identities of the five High Scourges are unknown, though they are
said to be among the strongest psions in the Planes, possibly even stronger than the elites
in the Shal-Hadar. It is also rumored that more than one is insane.

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Mistral Prestige Classes

Mistral Scourge
In the infinite expanse of the planes lie those with the Gift—the ability to tap into the powers of
the mind. To some, like the Shal-Hadar, this Gift is used to bring hope to the hopeless and justice
to the wicked. To others, like the members of the Mistral, it is but a toy with which to harness the
destructive fury of the mind and dominate or destroy lesser
beings.

A group of potent psions and psychic warriors sharing these

beliefs, the Mistral are a small but deadly force in the Planes.
Their growing number is one of the Shal-Hadar’s primary
reasons for attempting to find youths with promise in the Gift
before the agents of the Mistral get there first. The psions of
the Mistral always eventually take the scourge class, while the
psychic warriors most often become psychic assassins or even
soulknives. The hierarchy of this group dictates that the
Mistral will eventually control all, and thus they are elevated
to higher status.

The requirements for entrance into the guild is also very low,
as they wish to gain in number quickly and start as many new
members as possible down the path of personal power. In flat-
out combat, no psion is the equal of a scourge, but scourges
sacrifice much for their powers. Many consider the dark
psyche—the region of the mind overrun with secret fears,
specters of the past, and other psychological demons—a place to be avoided at all costs.
Scourges, however, see it as an untapped region of power feared by the weak and dismissed by
the ignorant. To this primal region of the mind they turn their attention. It is not without its
consequences.

Requirements:
Skills: Knowledge (psionics) 9 ranks; Psicraft 9 ranks
Feats: Repressed Psyche, one metapsionic feat
Manifesting: Ability to manifest 3rd level powers

Class Abilities:
Hit Die: d4
Class Skills: Autohypnosis, Concentration, Intimidate, Knowledge (psionics), Psicraft,
Remote View.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Mistral scourges gain no proficiency in any armor or weapons.

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 Level Attack Fort Ref Will Special Powers Discovered
1 0 0 0 2 Psychic Fire (1d4) +1 existing class level
2 1 0 0 3 Combat mode, Suppressive Psionics +1 existing class level
3 1 1 1 3 Psychic Storm (-2) +1 existing class level
4 2 1 1 4 Psychic Fire (1d6) +1 existing class level
5 2 1 1 4 Combat mode, Shred Mind +1 existing class level
6 3 2 2 5 Feeding +1 existing class level
7 3 2 2 5 Psychic Fire (1d8) +1 existing class level
8 4 2 2 6 Psychic Storm (-4) +1 existing class level
9 4 3 3 6 Combat mode, Power Focus +1 existing class level
10 5 3 3 7 Psychic Fire (1d10) +1 existing class level

Class Features:
By embracing the destructive energies of the mind, the scourge’s power grows considerably in
intensity:
Psychic Fire (Sp): Delving deep into the darkest regions of the mind, the scourge can
unlock raw psychic power and channel it into cohesive energy. The stream of psychic fire can be
directed in a cone 10’ wide and 20’ long, and it sears any objects in its path for 1d4 damage per
power point expended in its creation, up to a maximum of 1d4/character level. As the character
progresses, so does his ability to tap into this energy. Manifesting psychic fire is a standard
action like any other spell-like ability and can be used so long as the character can pay the
effective cost. The energy can be blocked by power resistance, by not by any elemental
immunity.
Combat Mode (Sp): The character can select any combat mode he has not already taken.
Suppressive Psionics: The character gains this as a bonus feat.
Psychic Storm (Sp): In a fit of pure, unmolested rage, the scourge can tear apart the
minds of weaker-willed creatures. His eyes glow a feral red, and though the storm is invisible to
the untrained eye, psychic shockwaves cascade across in a 20’x20’ area chosen by the manifester
at close range. The storm inflicts a penalty of –2 to all rolls for affected creatures (no save) due
to the extreme mental anguish. Spellcasting or manifesting within the area is difficult, requiring a
Concentration check DC 10 + scourge’s level + primary discipline ability modifier. This ability
can be manifested for a cost of 5 power points and lasts for one round per scourge level. At
higher levels, the storm becomes more potent, inflicting a -4 penalty to all rolls.
Shred Mind: The character gains this as a bonus feat.
Feeding (Su): One of the first steps into darkness for a scourge begins with the power of
feeding. He may, at any time, consume his own hit points for power point at a rate of 3hp per
power point. Many powerful scourges have all but destroyed their bodies in the practice of this
skill, leaving their skin scarred and almost colorless. The damage inflicted with this power can
only be healed through psionic means—natural healing and healing magic have no effect. This
ability has a visual display and is invoked as a standard action. The display cannot be hidden
through any normal means.
Power Focus: The character gains this as a bonus feat, though he must apply it to either
psychokinetic or telepathic powers. If he already has Power Focus in each discipline, he may
take the Greater Power Focus feat with one instead.
Exploring the Dark Psyche: Tapping into the primal destructive emotions of the mind is
not without its price. The change is subtle at first, but without care, the character will quickly
find himself on a road for which there is no turning back. Upon taking a single level in this class,

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the character’s aura begins to show traces of darkness. At 3rd level, the character’s alignment
shifts one step toward evil (if it isn’t already). At 7th level, the alignment shifts once more,
completing the transformation even if the character was formerly good. The change is permanent
unless the character can renounce his ways, abandon all special abilities (including combat
modes), and receive psychic chirurgery from another character. At this point, one step of
alignment may be recovered, and the character may convert scourge levels into psion levels,
though all abilities are still lost, and no new ones (extra skill points or combat modes) are gained.
Once touched by phantoms of the mind, the character will never be the same.
Powers Discovered: The scourge continues to gain powers as a psion of the appropriate
level. No additionally class abilities are gained.

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The Order of Mageslayers
Even the very noble sometimes have their secrets.

The Shal-Hadar, reputed across the Planes as being one of the most noble guilds for psions of all
levels, does its best to bring in all those with the Gift and see that they learn to use their powers
wisely. However, this guild also serves another purpose, one very few know about, and it was, in
fact, one for the initial reasons behind its formation: keeping track of renegade spellcasters.

Because magic and psionics are mutually exclusive, the most potent enemy of a wizard is a psion
who strikes from the darkness and allows no counter. The Shal-Hadar knows this, and for
decades the Order of Mageslayers has taken it open themselves to rid the Planes of vile and
corrupt spellcasters. They use their Gift in a war against magic and train their minds and bodies
to resist magical influences. They are still potent against other types of enemies, but their
specialty lies in assaulting and sometimes trapping enemy wizards.

The group is run from its Monastery beneath the main Shal-Hadar headquarters. There the
disciples train in secret, mastering their deadly art. They are ultimately run by the Shal-Hadar,
though they function at times as an almost independent unit.

Membership (less than 5,000): Mageslayers can be found hunting evil casters across the Planes.
They are rarely seen otherwise.
Alignment: Mageslayers can be any non-evil alignment, but the vast majority are lawful
of some type.
Classes: Everyone within this group becomes a Mageslayer (see below) at some point.
Most start as either monks, psions, or psychic warriors. A few even have some psychic assassin
levels.
Races: Humans and githzerai are, as with the rest of the Shal-Hadar, the most common.
Only a scattered few other races exist within the ranks.
Other Allegiances: The Order sometimes trains those it believes worthy of the power that
are not affiliated with the Shal-Hadar. Other allegiances matter not.

Organization: The Order is organized beneath the Shal-Hadar and is directly under the
leadership of the Shotah (“pure one”). All others are of near equal standing and take on missions
relative to their level.
Base of Operations: Beneath the Shal-Hadar headquarters in Excelsior.
Leadership: The current Shotah is Odan (Human ♂/ Mnk3-Psw5-Psychic Assassin3-
Mageslayer10/ LG), a purist who despises most arcane spell-casters and requires a great deal of
proof before believing anything they say.

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Order of Mage Slayers Prestige Classes

Mageslayer
The Mageslayer is, like a monk, trained in the arts of unarmed combat—sort of. Instead of using
their bare fists and feet, however, Mageslayers employ deadly psionic
claws created by the energies of their own mind. These claws are very
similar to the natural weapons used by many creatures. The Mageslayer
has learned to use them extremely quickly and efficiently to dispose of
their magic-wielding foes.

In addition to their claws, Mageslayers also dabble with psionics.

Because the Gift does not interact with the Art, it makes them highly
potent on offense—wizards cannot counter their enchantments. They are
not nearly as versatile as a true psion, but they still have a few select
powers at their disposal.

Finally, Mageslayers are able to harness their psychic energies to create

lethal katraks—an illithid word meaning “trap.” These traps leave their
soul uncorrupted by the touch of magic but still allow them to wield a
form of magical power at their adversaries.

Mageslayers do not have to worry a great deal about the magical defenses
of their prey since most of their abilities completely bypass those
defenses. Their own abilities shield them from reciprocal attacks,
however.

Requirements:
In order to become a Mageslayer a character must meet the following requirements:
Psionics: Ability to manifest 1st level psionic powers
Abilities: Sneak attack +1d6 or higher
Feats: Improved Unarmed Strike, Stunning Fist
Skills: Hide 5 ranks, Knowledge (arcane) 3 ranks, Spellcraft 3 ranks

Class Abilities:
Hit Die: d8
Class Skills: Craft, Gather Information, Hide, Jump, Knowledge (arcane, psionics),
Move Silently, Psicraft, Spellcraft, Use Magic Device.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Mageslayers gain no proficiency in weapons or armor.

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 Level Attack Fort Ref Will Special Abilities Bonus Power Points
1 1 2 2 0 Tiger Strike, Claws of the Vampire +5
2 2 3 3 0 Spell Resistance +5
3 3 3 3 1 Lay Katrak +7
4 4 4 4 1 Dragon Kick +7
5 5 4 4 1 Venom +7
6 6 5 5 2 Lay Katrak (Empower) +9
7 7 5 5 2 Fade +9
8 8 6 6 2 Improved Evasion +11
9 9 6 6 3 Lay Katrak (Maximize) +11
10 10 7 7 3 Greater Venom +11

Class Features:
Bonus Power Points: The Mageslayer may add these power points to her base total. She
does not receive any additional psionic powers by advancing in this class.
Claw Attack Bonus: The Mageslayer attack bonus may be added to any existing
unarmed attack bonus she inherited from another class. Her claws can use this unarmed attack
bonus or her standard attack bonus, whichever is more advantageous. In any case, she can never
attack more than five times a round with her claws. A Mageslayer retains her unarmed attack
bonus in light armor (unlike monks) and shields, but not in anything heavier.
Claws of the Vampire (Su): The character can make her fingernails grow into jagged,
sharp claws as the power claws of the vampire. She can do this as a free action at will. Her
unarmed attacks thus deal 1d8 damage when the claws are active.
Dragon Kick (Su): This ability allows the Mageslayer to release her psychokinetic
charges in more dramatic fashion. When she chooses to release the Tiger Strike energy, she may
substitute a kick for a normal claw attack. The kick itself only does her base unarmed damage (+
strength modifier, of course), but the energy effect is doubled, rounding down. Thus, a release of
4d6 psychokinetic energy would instead inflict 8d6 damage. Since this is not a claw attack, she
does not regenerate vampirically from the release.
Fade (Su): The Mageslayer is constantly surrounded by an invisible field that grants her
a damage reduction of 5 versus all energy attacks. It can be dispelled, but can be reactivated as a
free action.
Lay Katrak (Sp): By taking an ordinary gem and imbuing it with limited amounts of
psychic energy, the Mageslayer can create a deadly trap. For a cost of 5 power points, she can
imbed psychic energy (of any variety she chooses: fire, ice, etc.) within the katrak. The gem must
then be placed upon the ground at a stationary point. When a hostile creature comes within range
of its discharge, it fires. The trap fires searing psychic energy that deals 1d6 points of damage per
Mageslayer level (Reflex save DC 13 + Con modifier for half damage) in a lightning bolt shaped
area of effect (specified at the time of imbuing). The katrak fires once every other round at
hostile targets for every 5 power points imbedded within it, but will not fire if the Mageslayer or
any other friendly creature is in the way. The katrak lasts for only a day per Mageslayer level
before losing its potency. These traps can be detected and disarmed normally by rogues with a
Search and Disable Device DC of 28. Creating a katrak takes a bit of time, requiring one minute
for every power point invested in its creation.
At later levels, the Mageslayer may use the metapsionic feats empower and maximize
with the katrak by paying the additional power point cost even if she does not have these feats.
Many Mageslayers lay ambushes for their targets using several katraks charged with energy.

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 Spell Resistance (Ex): The character gains spell resistance equal to 11 + her character
level against arcane spells only.
Tiger Strike (Su): This unique ability allows a Mageslayer to build up psychic energy
and release it in a massive psychokinetic burst. Every time the Mageslayer hits in melee combat,
she gains a “charge” of psychic energy. At some point during the next 3 rounds, she can choose
to release this energy with one of her normal melee attacks. The discharge inflicts 1d6 points of
psychic energy damage upon the target per “charge” she has gained. Thus, a Mageslayer hitting
4 times in 2 rounds could then, on the third round, discharge an attack for an extra 4d6 damage in
addition to her normal damage. This becomes even more deadly at later levels when she can
combine it with some of her other abilities. If she misses the discharge attack, all energy is
wasted.
Venom (Su): The character’s claws act as if permanently coated in poison as with the
venom power. The Mageslayer is not affected. At later levels, this is upgraded to the greater
venom power.

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The Planar Trade Consortium
Money drives the Planes. And where there is coin, shortly thereafter there with be the
Consortium. They are the largest grouping of merchants, mercenaries, and craftspeople in the
Planes, and their power, while often subtle, is truly mighty.

The Consortium has representatives and merchant guilds set up in every Plane and in nearly
every major city. They provide all types of services—spells, equipment, weapons. Anything.
Their wizards research profit-making ventures like the crystal ball communication stones
recently set up in the Outlands. Their weapon-smiths make or buy weapons from everywhere and
sell them for a tidy profit. Some say the Consortium has a hand in nearly every major decision
passed by any relevant organization. This might not be far from the truth.

The Consortium was founded centuries ago and has only grown in power since. They are strictly
neutral, never taking sides in any wars or minor conflicts. Instead, they simply buy, sell, and
produce. Many compare them to mortal yugoloths. This is reasonably accurate, and many
yugoloths do indeed join the Consortium. But not every member is petty and greedy. Some use
their wealth to assist in local growth and prosperity. Others use it to crush their enemies.

The Consortium is at its weakest in Sigil, due in large part to the faction’s potent presence and
the Free League’s insistence on keeping the market free and open. But the PTC still does
business there, and in no small number. It is sometimes called the “16th Faction” in the Cage.
Many of the factols would not blink if the Consortium were completely ripped apart, but its
tendrils reach far and wide, and few individuals in the Core Realms of the Planes live their lives
untouched by its influence.

Membership (~30,000 in Sigil): The Consortium is truly everywhere, from the hottest fires of
Hell to the most beautiful ponds of the Heavens. Their largest concentration, however, is the
Outlands, where their grip is almost tangible.
Alignment: Any. Most members are neutral.
Classes: Any. Barbarians, druids, and rangers are exceedingly rare, but not unheard of.
May take on work as mercenaries for the Consortium at some time in their careers.
Races: Any. The PTC may be the most diverse group in the Planes. Money unites in
some ways—or perhaps it is simply greed.
Other Allegiances: The PTC does not care to what other groups the character belongs so
long as he pays his tithe.

Organization: The PTC has divided the Planes into sectors, with each Plane, each ring of the
Outlands, and even Sigil each being their own division. Each sector has its own Consulate, and
she is served by any number of lesser merchants. Most PTC members use the group as a way of
easily transporting goods and acquiring information while paying the small membership fee
(10% of all sales). It is a loose bureaucracy enforced by each Consulate and his servitors.
Base of Operations: The main PTC headquarters is within Tradegate in the Outlands.
They have branches in every sector of almost every major city in the Planes as well.
Leadership: The PTC consists of over twenty Consulates and one elected Consolutar,
chosen by the Consulates every year. The current Consolutar is Alvenis Molv (Tiefling ♂/ Ari2-
Rog18/ NE). He is a short, petty man with fiery ambitions and a legendary way of getting

124
vengeance upon those that have somehow gone against the Consortium. The most noted of the
Consulates is Sadis (Githzerai ♂/ Ftr4-Mnk4/ LE) who operates out of Sigil.

125
The Order of the Planes-Militant
The multiverse is ripe with evil. It spreads like a disease, manifesting both in the corrupt and in
the undecided. The only way to liberate the multiverse is to purge this evil—all of it,
everywhere. The might of the Planes-militant is the only way to righteousness.

The Planes-Militant are a splinter faction of the Harmonium, individuals who have taken on a
different extreme in their bent for Planar harmony. They don’t believe in totalitarianism as such,
but instead upon the purging of evil. They mount armies and invade the Lower Planes, launching
massive campaigns against hordes of fiends. More often than not, they fail, for their numbers are
few and their enemies numerous. But in their efforts they often liberate many cities, towns, and
even realms along the way.

Membership (50,000): The Planes-Militant are almost always found in either their compound
within Excelsior or on Mount Celestia. They are rare in the rest of the Planes unless leading (or
serving in) an army.
Alignment: Members of the PM must be lawful good.
Classes: It almost doesn’t need saying, but nearly every member of this guild is a
paladin. Clerics and monks, however, are common as well.
Races: Any, but nearly the entire guild is human and aasimar, though some full celestials
join as well.

Organization: The PM is organized with a military hierarchy. They have three divisions by
class, the healers (clerics), the warriors (paladins, fighters, and monks, which make up an archery
division, a foot solider division, and a cavalry division), and the arcane spellcasters. Members are
sorted by their specialty and ascend through the ranks as privates, lieutenants, majors,
commanders, and eventually generals.
Base of Operations: The Order has two fortresses, one within Excelsior and the other
within Mount Celestia. Both are huge military complexes complete with barracks,
training grounds, and temples to lawful good deities.
Leader: Increased Perfection (Human ♂/ Pal20-Ftr2/ LG) is the current High General of
the Planes-Militant. A tall, chiseled middle-aged woman of regal bearing, she is tough as nails
and often times bitter, but she is also an exceptional student of military history. She knows every
strategy ever conceived, and she incorporates whichever one is appropriate for a given battle.
Her greatest failing is an inability to create her own strategies; some whisper that it is a sign of
her inability to think a creative thought. She is served by a council of the only five generals
within the Planes-Militant.

126
The Shal-Hadar
In the infinite expanse of the planes lie those with the Gift—the ability to tap into the powers of
the mind. For a millennia, those with this power were, at best, left on their own develop their
powers on their own (often with disastrous results), or, at worst, destroyed for their differences.
Then came the Shal-Hadar.

A like-minded group of good-aligned psions and psychic warriors, the Shal-Hadar’s quest is to
locate budding mental talents across the universe and focus their skills towards the forces of
righteousness. The Shal, called “Mystics” by those in the ranks, focus their energies on the
acquisition of knowledge and deep psychic secrets. Most high-level Shal are found at the group’s
headquarters within Excelsior, while less experienced, younger members often undertake
missions to ensure the greater good in the Planes. They operate outside any normal circles, not
answering to any particular Power nor any particular government, but most in the Upper Planes
find their goals to be mutual, if somewhat distanced from more standard ways of life.

The Hadar, referred to most often simply as the “Guardians of Peace,” are psychic warriors and
most often see themselves as, on the most basic level, protectors of the Shal Mystics, though on a
greater level, some even see themselves as protectors of the multiverse itself. Using their bodies
and formidable mental powers, Hadar work to bring justice to a vast realm of evil.

The Shal-Hadar has headquarters in most of the Upper Planes and within Sigil (in the Guildhall
Ward), but they primarily work within the Outlands, policing the area for renegade psions and
their largest adversaries, the githyanki, the mind-flayers, and the Mistral.

Membership (500,000+): The SH are most often found in the Outlands, though sometimes
Mystics and their Guardians can be found together hunting evil in the Outer Planes.
Alignment: Any good.
Classes: Obviously, Shal-Hadar must have psychic potential. They must have some
levels as any type of psionic class. They usually advance as either a Guardian or Mystic, possibly
taking other psionic classes along the way.
Races: Humans and githzerai are the most common members, though most races are
represented, even if in small number.
Other Allegiances: Members of the Shal-Hadar may belong to other organizations so
long as it doesn’t conflict with their duties. Many are members of a faction as well as being part
of the Shal-Hadar, though they tend not to rank highly due to their extra-faction duties.

Organization: The Shal-Hadar Council is made up of six Mystics and six Guardians of varying
levels, in addition to the Shotah of the Order of Mageslayers. The ultimate leader of the group,
always a Mystic, is called the “Shah.” The Council advises him on decisions, but he has
complete authority in all matters. Members not on the Council are typically given rank by order
of level, but not always. There are no specific rank designations; seniority is not particularly
important to this guild.
Base of Operations: Excelsior.
Leadership: The Council rotates often, but the Shah has a life-term. The current leader is
Srakar (Human ♂/ Tel7-Psion Master3-Mystic10-Epic10/ LG), a withered man of over a
hundred.

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Shal-Hadar Prestige Classes

Shal Mystic
Mystics are the psions of the Shal-Hadar, using their internal energies for good. They gain
insight into their own mind through careful study and meditation, eventually unlocking new
powers unavailable to normal psions. Most Mystics are quite and contemplative, slow to judge
and quick to befriend.

Each Mystic spends at least a few hours each day in personal meditation. This time, called the
Hoolraj (“Mind’s Silence”) is precious and companions are loathe to disturb one. Most Mystics
learn clairsentient powers, wielding knowledge in combat rather than sheer force. This
perspective allows them to learn a great deal more powers than other psions of their level, but
they are restricted in their behavior and unable to use their powers in an unethical manner.

Requirements:
Skills: Knowledge (psionics) 7 ranks, Psicraft 7 ranks
Manifesting: Ability to manifest 2nd level powers, access to a primary discipline.
Feats: Rejuvenation
Alignment: any good (usually lawful)
Special: Admittance by the Shal-Hadar

Class Abilities:
Hit Die: d4
Class Skills: As psion (character’s primary discipline), + Diplomacy and Sense Motive.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Shal Mystics gain no proficiency in any armor or weapons.

Level Attack Fort Ref Will Special Powers Discovered

1 0 0 0 2 Cohort, Pact of the Shal-Hadar +1 existing class level
2 1 0 0 3 Danger Sense +1 existing class level
3 1 1 1 3 Psychic revelation (1st level power) +1 existing class level
4 2 1 1 4 True Sight +1 existing class level
5 2 1 1 4 Psychic revelation (2nd level power) +1 existing class level
6 3 2 2 5 Upgrade Power +1 existing class level
7 3 2 2 5 Psychic revelation (3rd level power) +1 existing class level
8 4 2 2 6 Heightened Danger Sense +1 existing class level
9 4 3 3 6 Master Discipline +1 existing class level
10 5 3 3 7 Precognition +1 existing class level

Class Features:
Shal Mystics gain several unique powers in their study of the psyche:
Bonus Feats (Ex): The character gains the listed feat at the above level.

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 Cohort: The Shal Mystic gains a follower as per the Leadership feat. The follower is
always a psychic warrior with at least one level in the Hadar Guardian class. This is not a master-
apprentice relationship, but rather just as the names would indicate: the Hadar is responsible for
guarding the Shal Mystic while on whatever mission she is undertaking.
Danger Sense (Su): The character has a preternatural awareness of her surroundings. She
functions as if the danger sense power were active at all times. At later levels, this augments to
the heightened danger sense power.
Pact of the Shal-Hadar: The character must follow the basic principles of the
organization. First, that the mind is a great liberator; toe encourage thought in the multiverse is to
encourage salvation. Second, a sentient being’s thoughts are its own, not for the viewing or
manipulation by those with the Gift unless it is absolutely necessary, and even then, care must be
used (Shal-Hadar are loathe to use their telepathic powers to influence others). Third, the final
and most basic rule: the Gift is used for insight and protection; violence is the last option and
never the best one. A Shal-Hadar violating the oath will be punished by the council and possibly
expelled from the organization.
Psychic Revelation (Ex): Through careful, studious insight, the character has unlocked
new potentials in his mind. Effectively, the character gains the Extra Power feat at the listed
level.
Precognition (Sp): The character can use the precognition power once per day as a spell-
like ability given a 10 minute meditation period.
True Sight (Sp): The character can use the clairvoyance/clairaudience as a spell like
ability usable 3/day.
Power Discovered: The Mystic continues to gain powers as a psion of the appropriate
level just as if she’d gained a level in her previous class. No other abilities are transferred
(combat modes, etc.).

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Hadar Guardian
Hadar are the psychic warriors of the Shal-Hadar, using
their powers to defend the close-combat-vulnerable
Mystics and to uncover their own secrets of the deep
psyche. They continue their training as warriors and
psions, eventually becoming the strongest wielders of
both mind and blade in the multiverse.

Though they defend the Mystics, their role is not that of

a servant, but of a noted equal with different skills.
High-level Hadar are known throughout the Planes as
some of the most stalwart and lethal defenders of peace
and justice. They take their connection to the Mystics,
who often see and realize things far beyond that of most
mortals, very seriously, and the Mystics reciprocate by
acknowledging the Guardians as the muscle between
the mind of the organization.

Requirements:
Psionics: Ability manifest 2nd level powers.
Feats: Weapon Specialization (any)
Alignment: any good (usually lawful)
Special: Approval of the Shal-Hadar. Psychic warriors are typically the only ones that
become Hadar Guardians, though there are exceptions.

Class Abilities:
Hit Die: d8
Class Skills: Autohypnosis, Balance, Climb, Concentration, Diplomacy, Sense Motive,
Stabilize Self, Swim, Tumble, Use Psionic Device.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Hadar Guardians gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Powers Discovered

1 0 2 0 2 Rite of the Guardian, Danger sense, +1 existing class level
Pact of the Shal-Hadar
2 1 3 0 3 Bonus Feat +1 existing class level
3 2 3 1 3 Psychic revelation (1st level) +1 existing class level
4 3 4 1 4 Metabolic acceleration +1 existing class level
5 3 4 1 4 Bonus Feat +1 existing class level
6 4 5 2 5 Psychic revelation (2nd level) +1 existing class level
7 5 5 2 5 Heightened danger sense +1 existing class level
8 6 6 2 6 Bonus Feat +1 existing class level
9 6 6 3 6 Psychic revelation (3rd level) +1 existing class level
10 7 7 3 7 Shield of prudence +1 existing class level

Class Features: Hadar Guardians seek to continue their study of mental and martial harmony,
and while advancing in level gain the following powers:

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 Bonus Feats (Ex): May be drawn from either the fighter bonus feat list or the psionic
feat list (as a psychic warrior).
Danger Sense (Su): The character has a preternatural awareness of her surroundings. She
functions as if the danger sense power were active at all times. At later levels, this augments to
the heightened danger sense power.
Metabolic Acceleration (Su): As the power, constantly in effect. It can be negated or
dispelled, but can be reactivated as a free action.
Pact of the Shal-Hadar: The character must follow the basic principles of the
organization. First, that the mind is a great liberator; toe encourage thought in the multiverse is to
encourage salvation. Second, a sentient being’s thoughts are its own, not for the viewing or
manipulation by those with the Gift unless it is absolutely necessary, and even then, care must be
used (Shal-Hadar are loathe to use their telepathic powers to influence others). Third, the final
and most basic rule: the Gift is used for insight and protection; violence is the last option and
never the best one. A Shal-Hadar violating the oath will be punished by the council and possibly
expelled from the organization.
Psychic Revelation (Ex): Through careful, studious insight, the character has unlocked
new potentials in his mind. Effectively, the character gains the Extra Power feat at the listed
level.
Rite of the Guardian: In the early stages of his career, a Guardian must travel with and
protect a member of the Mystics. Though this is not directly a master/servant relationship, it is
the duty of the guardian to protect this mystic at all costs. This may be a hindrance or a benefit,
but either way (treat it as a cohort), at 4th level the Guardian is usually freed of this bond.
Shield of Prudence (Su): As the power, constantly in effect. It can be negated or
dispelled, but can be reactivated as a free action.
Power Discovered: The Guardian continues to gain powers as if he gained a level in his
previous psionic class. He gains no other abilities from that class.

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 Chapter Five:
Racial Templates

Inhuman and Loving It…

The Planes are infinite, and thusly, so are the races inhabiting them. Outside of fiends, celestials,
and common mortal races, there are other beings from distant prime worlds or remote locations
of the known Outer and Inner Planes. Here are a few of the more common ones integrated into
this campaign:

Blood Phoenix
Planar energies twist and corrupt many beings as they journey across the face of the multiverse.
Others, however, are enlightened or empowered by planar energies. This may manifest itself in
many ways, but one of the most known and feared are the Blood Phoenixes, those who channel
the magic of the Planes through their veins and wield the Art unlike any other creatures can.
Blood Phoenixes often live traumatic lives, as many find themselves unable to control the
massive vortex of power within them and end up destroying themselves in a fiery, usually
catastrophic matter. For a Blood Phoenix life is a constant chase, as once their powers are
known, many beings of superior magical training will continuously hunt them down to attempt to
understand and steal their power.

Creating a Blood Phoenix

“Blood Phoenix” can be added to any creature or character upon creation (at 1st level or at birth,
as appropriate). The creature type is not changed. The Blood Phoenix creature uses all the base
creature’s statistics and abilities except for those noted here.
Speed: same as base creature.
AC: same as base creature.
Special Attacks: Blood Phoenix have a few powers that come from the potent energies
within them.
Planar Fire (Su): The character may summon a burst of swirling, multicolored
energy from her fingertips anywhere in the Planes as a standard action. She can
direct this fire in a cone out to 60’ and burn anyone within it for 1d6 damage per
hit dice. This is not fire damage, but is instead comprised purely of planar energy.
The fire has an instantaneous duration and cannot be maintained in a cohesive
stream.
Spells (Sp): The Blood Phoenix may choose a spell from the sorcerer/wizard spell
list for each of her hit dice. She can take any spell a sorcerer of her hit dice would
have access to and may cast each of these spells once per day. Thus, a 4 hit dice
Blood Phoenix creature would know 3 first level spells and one second level spell.
If she has arcane caster levels, she adds these abilities to her normal ones. She
may substitute higher level spells for lower level ones if she wishes.

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 Special Qualities: the Blood Phoenix have a special tie to the Art and are blessed with
the following abilities:
Detect Magic (Su): As the spell within line of sight.
Read Magic (Su): As the spell within line of sight.

Saves: same as base creature.

Abilities: Changed from base creature as follows: +4 Cha.
Skills: same as base creature.
Feats: same as base creature.
Challenge Rating: Same as base creature +3.

Deus Ex Machina
Type: Medium-sized Construct (Lawful)
Hit Dice: 1d12 (7 hp)
Initiative: +11
Speed: 40 feet
AC: 21 (+7 Dex, +4 Natural)
Attacks: By weapon +8
Damage: By weapon +7 (Str)
Face/Reach: 5ft. by 5ft./5ft.
Special Attacks: None
Special Qualities: SR variable, PR variable, construct qualities, Damage Reduction 10/+1, Fast
Healing 1
Saves: Fort +4, Ref +11, Will +4
Abilities: Str 24, Dex 24, Con —, Int 20, Wis 10, Cha 10
Skills: Any eight skills +8.
Feats: Improved Initiative

Climate/Terrain: Any
Organization: Solitary
Challenge Rating: 2
Treasure: Standard
Alignment: Any lawful
Advancement: By character class

Within the twisting clockwork gears of Mechanus, a group of mortals working for the Planar
Trade Consortium brewed an idea from having seen the effectiveness of the inevitables and
similar constructs built to serve the mortal world. They saw great profit in the construction of a
loyal machine constructed from human flesh and imbued with the abilities of the mechanized
persona. Their creation would become both one of the greatest achievements and worst failures
in planar history.

The Deus Ex Machina (literally “God from Machine”) were the result of this endeavor. They are
constructs created much like flesh golems in ways. Construction requires the body of a freshly

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deceased human (or grafting of living flesh) and a mobile machine unit created within Mechanus
(only a few know the secrets of the process). By fusing together mortal flesh with a mechanized
mind, they created a life form more deadly than was ever expected.

DEMs, as they are called, vary from other constructs in their ability to learn. They adopt classes
and characteristics like any other mortal. In appearance, they are indistinguishable from the
mortal race they are copying. A spot check beating their disguise roll will reveal that something
about them is wrong, from the movements of their eyes to awkwardness of their postures, etc,
but that is all. Only when wounded is the DEMs form more clear, especially if their mechanical
infrastructure is revealed. Their personalities vary greatly as well, and seem to be based as much
upon their original programming as their learned experiences, also much like mortal beings.
DEMs are stronger, faster, and usually more intelligent that mortals, but they are unable to
experience emotions, pain, or other physiological phenomena. As such, most tend to be cold, but
others pick up on the basics of human interaction well enough to blend in.

DEMs share no particular racial bond. In fact, most of the original creations were commissioned
by the Consortium as bodyguards, nothing more. A few have escaped from that role, however,
and have attempted to make lives for themselves in the multiverse.

Combat
The Deus Ex Machina are fearsome in combat. Their program tends to include massive amounts
of information on the combat techniques of most common races, so they plan accordingly with
flawless, if uninspired, strategy. They adapt quickly and use their superior strength and agility to
take down mortal enemies. Their high resistance to magic and psionics makes them effective
assassins against these types.
Special Qualities:
Resistance (Ex): The Deus Ex Machina have innate spell and power resistance
equal to 5+ their character level.
Construct: Immune to most things requiring a fortitude save, sneak attacks,
critical hits, death from subdual damage, mind-affecting and compulsion effects,
etc. Healing a DEM is a difficult task. Magical healing usually has no effect.
Fast Healing (Su): The DEM heals one hit point per round.
Damage Reduction (Su): 10/+1
Saves: DEMs have a +2 racial bonus to all saves.
Skills: Unlike most constructs, DEMs can learn skills and feats as they level. Each individual
DEM is programmed with eight skills that have a +8 racial bonus; these vary by the DEM.
Additionally, all DEMs gain all knowledge skills individually as class skills regardless of their
character class.
Abilities: DEMs do not roll their ability scores. All are created exactly as above. As they level,
they cannot change their physical characteristics, but their mental ones (Intelligence, Wisdom,
and Charisma) can improve with time.
Alignment: These characters have a programming that keeps them lawful. Exceptions that exist
are typically the result of a malfunction.
Character Classes: The Deus Ex Machina’s favored class is whatever it was initially
programmed for. They can never become barbarians, bards, any psionic class, or sorcerers due to
their lack of the heritage that imbues these gifts upon these characters (or, in the case of

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barbarians, they do not have the physiology needed to rage). Some prestige classes are limited
because of this restriction. Most go on to become assassins of some form.
Challenge Rating: As character +4.

The Gifted
In some parts of the Planes, races innately posses psychic ability, the githzerai and githyanki
being prime examples. For other species such abilities are rarer, manifesting themselves in only a
fraction of a percentage of the populace. Those with this power are said to have the Gift.
However, among all races there exists the potential for one of this individuals to develop
their powers more quickly and more potently than others like them. Perhaps their blood line was
ripe with psychic energy, or perhaps they were exposed to psychic energies at an extremely
young age. In any case, there are a precious few in the Planes who are the Gifted—those who
wield psychic energy as naturally as they would eat or breathe.
The Gifted are highly sought after by all psionic organizations. It is the dream of both
good and evil guild to successfully mold a Gifted into their own image, for those with this power
know no equals in the psychic realm.

Creating a Gifted
“Gifted” can be added to any creature or character upon creation (at 1st level or at birth, as
appropriate). The creature type is not changed. The Gifted creature uses all the base creature’s
statistics and abilities except for those noted here.
Speed: Increased from base speed by 10ft. Psychic energy flows through the Gifted and
often makes them seem faster than others of their kind.
AC: as base creature
Special Attacks: The Gifted have a few powers that come from the potent energies
within them.
Steal Thoughts (Su): as the power, constant effect.
Heightened Danger Sense (Su): as the power, constant effect. It has no display.
Psionics (Sp): The Gifted may choose a psionic power from the psion power list
for each of his hit dice. He can take any power a psion of his hit dice would have
access to and may manifest each of these powers once per day. Thus, a 4 hit dice
Gifted creature would have discovered 3 first level powers and one second level
power. If he has psion levels, he adds these abilities to his normal ones.
Telepathy (Su): Any sentient creature within 100’.

Special Qualities: Gifted have potent minds that hold energies lethal to most other
psychic creatures.
Psionic Buffer (Ex): The Gifted save versus all psionic attacks and telepathic
powers at a +4.

Saves: same as base creature

Abilities: same as base creature
Skills: As base creature, except that all psionic skills are treated as class skills regardless
of class levels.

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 Feats: As base creature, except that the Gifted can choose any psionic feat even if he
does not have a level in a psionic class. He must meet other requirements, however, such
as requisite feats or power point reserves.
Challenge Rating: Same as base creature +3

Half-erinyes (Baatezu)
Type: Medium-sized Outsider (Lawful, Evil)
Hit Dice: 2d8 (9 hp)
Initiative: +0
Speed: 30 feet, fly 50 ft (average)
AC: 14 (+4 natural)
Attacks: Flame whip +3 Melee
Damage: 1d4+2 (+1d6 fire)
Face/Reach: 5ft. by 5ft./5ft.
Special Attacks: Spell-like abilities, Spells
Special Qualities: Baatezu qualities, SR variable
Saves: Fort +2, Ref +2, Will +3
Abilities: Str 12, Dex 11, Con 11, Int 13, Wis 12, Cha 17
Skills: Bluff +12, Concentration +5, Disguise +8, Escape Artist +5, Hide +5, Listen +6, Move
Silently +5, Search +6, Spot +6
Feats: Dodge, Improved Trip

Climate/Terrain: Baator
Organization: Solitary, gang, or squad
Challenge Rating: 3
Treasure: Standard
Alignment: 80% Lawful Evil
Advancement: 3-8 HD (Large) or by character class
Description: Half-erinyes are, as their name implies, the progeny of a mortal man and an
erinyes. Due to the fact that only a few hundred erinyes live at any given time, such mortal
spawn are extremely rare. They appear very similar to their mothers, resembling a comely female
human save for sloped eyebrows and small, feathery white wings.

Combat: A half-erinyes ability scores can vary as much as a normal characters, the ones listed
above are for a typical specimen. They possess all standard baatezu qualities.
Spell-like Abilities: At will—invisibility (self only), suggestion, unholy blight; These
powers function as if cast by a 16th level sorcerer (DC 13 + spell level).
Special Qualities: Half-erinyes possess all standard baatezu immunities and resistances as well
as telepathy. Additionally, they have inherited several powers from their mothers. As a free
action, they can create a white comprised entirely of fire. It functions as per a normal whip
except that it inflicts an additional 1d6 points of fire damage with each hit and is resolved as a
melee touch attack. They can also use charm person (Su) with a glance (will DC 16); this is not a
gaze attack, and enemies need not meet the half-erinyes’ eye. She can use or not use this power
as a free action.
Skills: Erinyes receive a +4 racial bonus to bluff checks.

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Habitat/Society: There are so few of these creatures as to consider them almost unique; they
have no particular society apart from most likely serving their mothers as slaves.
Player Character half-erinyes: If a player character chooses the half-erinyes template, add +3
to the CR of the character for determining experience as normal, including the hit dice, skills,
feats, and special abilities above. They receive a +2 Str, +2 Int, +2 Wis, and a +6 to Cha. Half-
erinyes favored class is rogue.

Half-Planetar (Empyrean)
Half-planetars (also referred to as the Empyrean) are the progeny of a mortal and a planetar.
They can be of either sex. They typically have light green skin, brilliant white feathery wings,
and glimmering violet eyes. They are always well-muscled and attractive. Like their parents,
they are immortal and usually obsessed with the idea of combating evil.

Creating an Empyrean
“Empyrean” can be added to any corporeal creature with an intelligence score of 4 or more. The
creature type becomes “outsider.” It uses all the base creature’s statistics and abilities other than
those presented here.
Speed: Add wings. The creature can fly 90ft/round with good maneuverability.
AC: +4 natural armor
Special Attacks:
Spell-like Abilities (Sp): At will—polymorph self; 3/day—protection from evil,
aid, detect evil, cure serious wounds, neutralize poison, holy smite, remove
disease, dispel evil, holy word, holy aura; 1/day—symbol, heal, blade barrier.

Special Qualities:
Uncanny dodge (Ex): As a rogue of the creature’s hit dice.
Spell Resistance (Ex): 11 + character level
Damage Reduction (Su): 10/+1
Resistances (Ex): fire 20, +4 save versus poison
Immunities (Ex): Acid, cold, petrification, electricity, and disease.

Saves: same as base creature.

Abilities: Changed from base creature as follows: Str +4, Dex +2, Con +4, Int +2, Wis
+4, Cha +4.
Skills: 8 + Intelligence modifier or as base creature (if it has character levels).
Feats: One every four levels, or as base creature.
Alignment: Always good
Challenge Rating: Same as base creature +4.

Thokkola

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Type: Large Humanoid
Hit Dice: 1d8+3 (7 hp)
Initiative: -1 (-1 Dex)
Speed: 40 ft.
AC: 14 (-1 dex, +2 natural, -1 size, +4 armor)
Attacks: by weapon +5 (huge axe)
Damage: by weapon or huge axe +8/20
Face/Reach: 10 ft. by 10 ft./10 ft.
Special Attacks: None
Special Qualities: None
Saves: Fort +5, Ref -1, Will -1
Abilities: Str 20, Dex 8, Con 16, Int 7, Wis 8, Cha 10
Skills: Intimidate +3, Climb +8, Jump +8
Feats: Power Attack

Climate/Terrain: Outlands or Any

Organization: Pack
Challenge Rating: 2
Treasure: Standard
Alignment: Typically neutral
Advancement: By character class

Description: Thokkola are mostly humanoid, though their long, muscular necks can rotate
almost 360 degrees. Their eyes are usually black, and they are hairless. A typical Thokkola
carries a massive axe and a suit of large animal hide armor.
Combat: Thokkola are not particularly intelligent, though they are extremely strong and they
have a decent grasp of melee tactics. Often they will attempt to bully smaller creatures into
giving up rather than fighting. Otherwise, they wade into melee combat and rages, slashing at
any enemy they encounter.
Habitat/Society: Thokkola are roamers, often hiring out as mercenaries for wealthy merchants
or rogues. They are some of the best and most loyal hired muscle in the Planes, as most
Thokkola are fairly good-natured and loyal, if not particularly bright. Despite their size, most are
not simple bullies. Families of Thokkola typically live somewhere in the Outlands, often under
the Spire or within Sigil. They band together out of necessity but hold no particular racial loyalty
to one another.
Ecology: Thokkola are omnivores, just like humans.
Characters: Thokkola’s favored class is barbarian. Many older ones multi-class as fighters. Few
if any Thokkolan mages or clerics exist. Player character Thokkola receive a +10 bonus to Str
and a +6 bonus Con, but suffer a -2 penalty to Dex, Int, and Wis. Player characters choosing this
race add +3 to their CR.

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 Chapter Six:
Planar Items

Weapons

Weapon Types

Abyssal Red Steel and Baatorian Green Steel Weapons: Any weapon crafted from either the
ore of Avernus or one of the many layers of the Abyss receives special properties. Weapons lose
25% of their weight and inflict more damage based upon their typical base damage:

Standard Damage Increased Damage

1d4 1d6
1d6 1d8
1d8 1d10
1d10 1d12
1d12 2d6+1
2d6 2d8
1d20 2d10+1

Any weapon made of either of these materials is considerably more expensive than normal. The
weapon’s base and masterwork price is fully 300% of a typical item (added before magical
calculations).

Firearms: Firearms are weapons that use some form of explosive powder to propel a small
bullet at great velocity. The invention of mechanical firearms is typically credited to planar
gnomes in the Twin Paradises of Bytopia, though in truth, several other groups came up with the
idea at about the same time, especially the baron lords closer to the Spire where magic is rare.
Some of these weapons are imported from the Prime, while others are constructed in the Planes.
They are not in widespread use, and as such are fairly expensive to purchase. All firearms have
the unique property in that they are armor piercing. In effect, attacks with a firearm are resolved
as a ranged touch attack (ignoring armor, shield, and natural armor bonuses). This ability makes
them very deadly in the hand of peasants, as armored troops are no longer a threat to a band of
well-armed commoners. Because magic has similar abilities in many cases, firearms have not
spread rapidly or caused a dynamic explosion in technology.

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 Exotic Weapon Damage Critical Range Increment Weight Type

Small
Pistol 1d10 X3 50ft. 3 lb. P

Medium
Rifle (Flintlock) 1d12 X3 150ft. 10lb. P

Pistol: Each pistol has its own revolving chamber filled with up to six bullets, and it is
powered by a form of gunpowder. Firearms have the unique property of being treated as a
ranged touch attack because they pierce armor easily. Pistols gain this ability anywhere
within one range increment; outside of this they are not accurate enough to penetrate
armor, and thus are resolved normally.
Creation: requires a craft check DC 20. The bullets themselves are easy to make;
the cost of the ammunition comes in the gunpowder. Market Price: 500gp. 1
cartridge (6 shots) 20gp.

Rifles: As a pistol, but with a longer range. Typical planar rifles have tremendous range
and can hold five bullets in a cartridge at their base. They are armor piercing at any
range.
Creation: requires a craft check DC 20. The bullets themselves are easy to make;
the cost of the ammunition comes in the gunpowder. Market Price: 1000gp. 1
cartridge (5 shots) 20gp.

Heavy Repeating Crossbow: This is a moderately new weapon so far as the Planes are
concerned. It basically emulates the qualities of a normal repeater in that it holds a five bolt clip,
but it also has a range increment of 110ft., a base damage of 1d10, and a critical damage threat of
20/x3. It must be used in two hands and requires a exotic weapon proficiency to properly
employ.

Long War Bow: This is a particularly well-strung version of the composite long bow often used
by planar deepwood snipers and others who wish to pack the biggest possible punch at the
maximum range. It has a range increment of 120ft., a base damage of 1d8, and has a critical
damage threat of 20/x4. It requires an exotic weapon proficiency to wield effectively.

Specific Weapons

Baatorian Shock Rifle: This extremely lethal weapon is used almost exclusively in the Blood
War by the personal protectorates of high-ranking fiends. The weapon is imbued with potent
magic, but also requires a neatly cut gem that in itself costs 1,000gp. The main reason for the
rifle’s success is that it penetrates all energy resistances and spell resistance and is thus highly
effective versus fiends.

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 This weapon does not require a proficiency, but is instead a spell triggered item. It
requires a ranged touch attack to hit its target. The user must have a requisite spell on her spell
list or as a natural ability. The rifle can fire once per round and inflicts 6d10 energy damage with
a range increment of 200ft. Like a wand, it has 50 charges before draining completely.
Caster Level: 10th; Prerequisites: Craft Arms and Armor, Energy Substitution, any
energy attack spell of 3rd level or higher; Market Price: 45,000 gp; Cost to Create: 22,000gp +
2000 XP.

Disintegration Bolt: These bolts (or arrows) are enchanted with the disintegrate spell. A
successful hit forces the victim to make a save (DC 19) or be disintegrated, leaving only his
equipment and a fine powder. More lethal versions exist with higher DCs. The listed price is for
one bolt.
Caster Level: 12th; Prerequisites: Craft Arms and Armor, disintegrate; Market Price:
3,300gp (DC 19), 4,290gp (DC 22), 7,590gp (DC 32); Cost to Create: 1,650gp + 132 XP (DC
19).

Doomstring: This repeating crossbow functions just like any other of its variety except with
potent magical properties. This line of weapon has been produced by the Doomguard for some
times, and therefore many of these weapons have found their way into the planar markets. And
the Sinkers, of course, have no problem distributing weapons to the populace.
This crossbow is typically of +2 enchantment and carries within it a powerful entropic
blow capability. Whenever the weapon scores a critical hit, the opponent’s remaining hit points
(after damage is calculated) are reduced by half. Because of this property and the subsequent
cost, it is typically only employed by elite Doomguard troops against powerful adversaries.
Caster Level: 10th; Prerequisites: Craft Arms and Armor, entropic blow; Market Price:
25,000 gp; Cost to Create: 12,500 + 1000 XP.

Entropy Blade: The Doomguard eventually bestow these weapons upon their Champions of
Entropy (see Chapter 3: The Factions) and forge them from the character’s own skin. They can
have multiple properties depending upon which Quasi-Elemental Plane in which they were
forged. Ash Blades immunize the victims from fire and inflict 2d6 fire damage; Dust Blades
immunize the victim against disintegration, flesh to stone, and all petrification effects, and they
cause 2d6 points of disintegration damage with each hit; Salt Blades immunize the victim from
ice and inflict 2d6 points of acid damage with each hit; Vacuum Blades immunize the victim
from gas attacks and inflict 2d6 wilting damage (as in horrid wilting) with each hit. Other
abilities are at DM’s discretion, and they should be customized to the character. Entropy Blades
all have the following abilities:
• Unaffected by planar travel (do not lose enhancement bonuses while moving
across the Planes.
• Forged to +5 enchantment.
• Any creature touching the blade other than the character for whom it was forged
must make a Fortitude save DC 25 or instantly be destroyed as per the
destruction spell. Failure and the character takes 10d6 damage; this happens
every round the character is in contact with the weapon. A black aura surrounds
the blade and hints to any who look upon it of this power.

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 Caster Level: 18th; Prerequisites: Craft Arms and Armor, membership in the Doomguard
faction, entropic blow, any specific spell being emulated; Market Price: 200,000 gp; Cost to
Create: 100,000gp + 10,000XP.

Firesword: Fireswords are, as their name would suggest, blades made entirely out of flame.
They are carried around as merely a hilt, but upon command a blade of brilliant fire (of any color
chosen at the time of crafting) springs forth in the shape of a scimitar. The blade deals 13 points
of fire damage with each hit, but the damage is not modified by strength. However, since the
blade is made entirely of flame, attacks are made as a melee touch attack. The weapon has no
enchantment. Other firesword varieties are known to exist, some with scintillating elemental
powers that hit for all elemental damage, thus ignoring specific immunities.
Caster Level: 10th; Prerequisites: Craft Arms and Armor, Maximize Spell, (Energy
Substitution for scintillating firesword) flame blade; Market Price: 36,000 gp (45,000gp for
scintillating); Cost to Create: 18,000 + 1440 XP.

Hellstorm: This heavy crossbow was used by the forces of several different Prime regimes to
obliterate large numbers of enemy forces with relative ease. Its recipe has recently fallen to
planar wizards, and most lords wishing to defend their realms equip at least a handful of archers
with these weapons.
The crossbow is much like a wand, holding 50 charges of fireball upon creation. No
additional enchantment is added, for accuracy doesn’t need to be precise in order to scorch its
enemies. Due to this, of course, it is a hideously poor short-range weapon. Like a wand, once the
charges are spent, the crossbow is merely a normal weapon. Any bolt fired by the weapon is
destroyed upon impact. The fireball hits for 10d6 damage (DC 15 for ½) in addition to the bolt.
If the normal ranged attack misses, the fireball effect still takes place, though 5ft displaced from
the intended area. An extremely deadly maximized version of this crossbow exists, thought both
its rarity and cost are amazing.
Caster Level: 10th; Prerequisites: Craft Arms and Armor, fireball; Market Price:
23,000gp; Cost to Create: 11,500gp + 920 XP.

Mistral Edge: The chosen weapon of the Mistral assassins, this +3 psionic dagger is enchanted
with the venom power, inflicting 1d6 points of temporary Con damage upon a target with each
hit unless a successful save Fortitude save (DC 12) is made. A more potent version exists (DC
17), though it is considerably more expensive
Manifester Level: 9th; Prerequisites: Craft Psionic Arms and Armor, venom; Market
Price: 50,000 gp; Cost to Create: 25,000 + 2000 XP.

Phasing Sword: The chosen weapon of the most powerful Hadar Guardians, a phasing sword
combines several psionic traits into an ultimately deadly weapon.
In effect, it is a psychic dimension blade, combining the qualities of both these two
modifiers. Hadar guard these weapons with their lives, and the swords are often warded against
usage by any creature other than themselves.
Manifester Level: 18th; Prerequisites: Craft Psionic Arms and Armor, emulate power,
metaphysical weapon, dimension blade, and any powers specifically imprinted; Market Price:
200,000 gp + cost of the weapon; Cost to Create: 100,000 gp + 8,000 XP.

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Smuggler’s Avatar: This repeating crossbow functions just like any other of its variety except
for its potent magical properties. This line of weapon has been produced by the various
smuggling and mercenary groups for decades, though it has been made illegal by the Harmonium
and several other law enforcement agencies on multiple occasions.
This crossbow is typically of +2 enchantment and carries within it an explosive bolt
capability. Each bolt triggers a fire bolt upon release, striking its target for an additional 5d6
damage with every hit (Reflex DC 13 for ½). The explosion damages everything within 5’ and
destroys the bolt in the process.
Caster Level: 5th; Prerequisites: Craft Arms and Armor, fire bolt; Market Price: 50,000
gp; Cost to Create: 25,500 + 2000 XP.

Silent Death: Manufactured by any number of crime-lords and thieves guilds, this is truly the
weapon of the sniper. It is a heavy repeating crossbow (range 110’, x3 critical, 1d10 damage)
that fires invisible and silent bolts—effectively making its target unseen, unheard, and
untraceable. Additionally, it is fitted with a scope that allows the marksmen the advantages of
darkvision out to 120’, detect magic within line of sight, and the ability to see magically invisible
foes. If the scope is separated from the crossbow, it will still work. The crossbow is enchanted to
+3 enchantment. The invisible bolts reappear 24 hours after they are fired. Most marksmen with
this weapon tend to use the Fatal Strike feat and make a called shot to the victim’s head. It is the
favored weapon of Anarchist marksmen (and fired the disintegration bolt that ultimately killed
Factol Sarin during the Faction War).
Caster Level: 9th; Prerequisites: Craft Arms and Armor, invisibility, detect magic, silence,
darkvision; Market Price: 72,000 gp; Cost to Create: 36,000gp + XP 2,880.

Weapon Properties

Cruel: Weapons with this modifier are laced with magic that make their criticals more severe.
Every time a critical hit is scored, a +2 modifier is added to the Combat and Tactics chart for
purposes of determining critical severity. This stacks with effects from the Critical Strike feat.
Caster Level: 5th; Prerequisites: Craft Magical Arms and Armor, inflict injury; Market
Price: +1 bonus.

Dimension Blade: Weapons with this psionic enchantment cut through corporeal material as if it
wasn’t even there; it can cleanly slice through any object with a hardness rating of 10 or less.
Count only hardness points above 10 for purposes of damaging objects. In combat, a dimension
blade does no additional damage, but it is resolved as a melee touch attack.
Against incorporeal or astral projected foes, this weapon has no effect. Additionally, a
dimensional anchor power manifested on the weapon nullifies this special power; it requires an
astral gateway to function. On the Astral Plane, it still functions normally.
Manifester Level: 16th; Prerequisites: Craft Psionic Arms and Armor, dimension blade;
Market Price: +5 bonus

Greater Returning: This quality can apply only to ranged weapons. It works as a normal
returning weapon except that it comes back immediately after striking; thus, a wielder could

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make a series of ranged attacks in a round with the same weapon instead of having to wait until
his next turn.
Caster Level: 9th; Prerequisites: Craft Magical Arms and Armor, teleport; Market Price:
+2 bonus.

Knockback: This quality can apply only to ranged weapons. Any creature struck by this weapon
must make a Strength check with a DC of 20. Those who fail are knocked back 5 feet. Note:
Psionic and magic versions of this modification exist.
Caster Level: 9th; Prerequisites: Craft Magical Arms and Armor, telekinesis; Market
Price: +1 bonus.

Serrated: Weapons with this enchantment have their edges designed to deal out the most
damage per swing, often tearing flesh on the way in and out. They inflict maximum damage with
each strike. Thus, a long sword doing 1d8 damage would always hit for 8 damage. This only
applies to melee slashing and piercing weapons and does not affect any elemental damage or
otherwise special the weapon might deal.
Caster Level: 9th; Prerequisites: Craft Arms and Armor, slayer; Market Price: +4 market
price modifier.

Armor

Armor Types

Abyssal Red Steel and Baatorian Green Steel Armor: Any armor crafted from either the ore
of Avernus or one of the layers of the Abyss receives special properties. Armor loses 25% off of
its base weight, 1 point off its armor check penalty, and adds 1 point to its maximum dexterity
bonus. In addition, arcane spell failure is reduced by 10%. Armor from these materials increases
AC by 1 point over standard items (including shields). Armor in this fashion is much more
expensive, raising the base price by 300% for standard or masterwork armor.

Ancient Armor: Created with an extra layer of metal plates over standard plate mail, this style
of armor died out some thousand years ago because of its weight and cost. It has made a
comeback in recent years, though most of this type is typically found in lost dungeons and
castles of the deep past.
The heavy armor has an arcane spell failure chance of 45%, allows no dexterity bonus to
AC, and has an armor check penalty of –8. It offers a +9 bonus to armor class and grants a
damage reduction of 1 versus all physical attacks (stacks with other such abilities). It weighs 60
pounds.
Caster Level —; Prerequisites: —; Market Price: 6,000 gp

Dwarven Power Armor: The many displaced Dwarven clans in the Outlands have crafted this
technological feat. Using a complex system of pumps, valves, and mithral iron-ore, this armor

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grants is wearer exceptional strength and unmatched protection—at the cost of mobility. The
armor covers the entire body in a tight, thick gray shell.
The armor has a base arcane failure chance of 75%, allows no dexterity bonus, and has an
armor check penalty of –10. It is considered heavy armor and weighs 75 pounds. Additionally,
anyone wearing the power armor suffers a –2 to dexterity and a –2 to all listen and spot checks.
For protection, however, the armor is truly mighty. Anyone wearing it gains a damage reduction
of 3 versus physical attacks (stacks with other bonuses), a damage reduction of 5 versus all
energy attacks (stacks with other bonuses), and gets an AC bonus of +11. In addition, the armor
adds a +2 mechanical bonus to strength (stacks with magical bonuses).
Caster Level —; Prerequisites: —; Market Price: 50,000 gp

Specific Armor

Anarchist’s Cloak: Despite its name, this item is not actually a cloak—usually. The armor
protects as a chain shirt +4, but the wearer can mentally command it to take the shape of any
other form of armor or clothing upon command. The armor doesn’t actually offer any additional
protection in any of these forms, nor are its armor check or arcane spell failure penalties reduced
in any way; it simply appears to be something other than what it is. Using the armor in this
fashion grants a +10 circumstance bonus to any Disguise checks made while it is worn.
True seeing and similar magic does not automatically penetrate this guise, but instead
requires a caster level check versus the item creator. If the check fails, the caster of true seeing
cannot try again. The armor does not radiate magic or leave a traceable aura.
Caster Level: 14th; Prerequisites: Craft Arms and Armor, nondetection, alter self; Market
Price: 81,500 gp; Cost to Create: 40,500 + 3220 XP.

Bladesinger’s Chain: Forged for use by elven fighter-mages, this elven chain mail sparkles with
magical power. Perfected for use with the Art, it barely hampers casters in their arcane
movements, and yet it is so light and supple as to provide considerable protection.
This armor functions as normal elven chain mail, except that arcane caster’s suffer only a
5% chance of arcane spell failure and it has a maximum dexterity bonus of +6. It is enchanted to
+4 and grants its wearer a +4 enhancement bonus to dexterity.
Caster Level: 12th; Prerequisites: Craft Arms and Armor, creator must be an elf, cat’s
grace; Market Price: 37,500gp; Cost to Create: 18,500gp + 1500 XP.

Crux Armor: The Crux, an organization dedicated to the destruction of all non-deity magical
and psionic creatures in the multiverse, distributes this armor in an attempt to aide their cause.
This particular mix of enchantments is most often found in ancient armor. The armor
provides a spell resistance of 19 and a damage reduction of 10 versus all energy attacks (does not
stack with other bonuses). It has no enhancement bonus to armor class.
Caster Level: 15th; Prerequisites: Craft Arms and Armor, protection from elements, spell
resistance; Market Price: 101,500 gp; Cost to Create: 50,000 + 4000 XP.

Darkmantle: Many drow on the Prime have turned their excellence in crafting arms and armor
toward the more open market of surface-dwellers. This variety of elven chain mail functions

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perfectly fine in any kind of light and is forged of Abyssal Red Steel found within the
Demonweb Pits belonging to the Spider Queen.
Like most dark elf equipment, the armor is enchanted to +5. In addition, darkmantle
armor grants the wearer a +10 circumstance to Hide and Move Silently checks.
Caster Level: 15th; Prerequisites: Craft Arms and Armor, sanctuary, silence; Market
Price: 64,000 gp; Cost to Create: 32,000 + 2560 XP.

Glory of Ysgard: This mighty body shield is often wielded by the strongest of the warring
troops within the Heroic Domains of Ysgard. It is fashioned as a +3 shield that is chaotically
aligned—lawful characters touching the shield gain one negative level until it is dropped, and no
magic can remove this curse.
Chaotic creatures wielding the shield can cast word of chaos once per day and bless at
will. In addition, the shield grants a damage reduction of 2 versus physical attacks (does not
stack with other abilities).
Caster Level: 15th; Prerequisites: Craft Arms and Armor, stoneskin, word of chaos, bless;
Market Price: 82,500 gp; Cost to Create: 41,250 + 3300 XP.

Scales of Justice: The chosen armor of Mercykiller battle mages, this glimmering silver scale
mail armor is imbued with potent magical attributes. Like the plate of the red death more
commonly worn by Mercykiller troops, the armor has spiked shoulder blades and is emblazoned
with a Mercykiller symbol in its chest, though it also sports black, flowing “wizardly” robes out
from its torso.
This armor typically holds a +5 enchantment bonus and is constructed of baatorian green
steel (mined by prison workers). It also provides a damage reduction of 5 versus all energy
attacks (does not stack with other magical bonuses).
The scales of justice became much more common following the destruction of the Red
Death during the Faction War. Many looted suits of armor have found their way to the black
markets, often with the Mercykiller Wyrm scratched or destroyed.
Caster Level: 15th; Prerequisites: Craft Arms and Armor, endure elements; Market Price:
67,500 gp; Cost to Create: 33,500 + 2700 XP.

Zerth Armor: Forged for use by the Zerths, githzerai warriors dedicated to the protection of
their people, this armor gains in power as its user gains in levels. It functions mush like a psychic
weapon in that regard. Once abilities become available, they are “locked in” and cannot be
changed. Each suit of Zerth armor is fitted for a particular githzerai. Any other trying to wear the
armor finds it nothing more than a piece of well-made leather. The armor itself functions as light
leather armor with a +4 armor bonus, a +5 maximum dexterity bonus, no armor check penalty,
and a 5% chance of arcane spell failure. In addition, Zerths with monk abilities can use them
without suffering the normal penalties for wearing armor.

Power Point Reserve Enhancement Bonus Special Ability

1+ +1 None
5+ +2 One +1 ability
15+ +3 One +1 ability
30+ +3 Two +1 abilities
50+ +4 Two +1 abilities

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 80+ +4 Two +1, One +2 Ability
130+ +5 Two +1, One +2 Ability

Manifester Level: 18th; Prerequisites: Craft Psionic Arms and Armor, emulate power,
ectoplasmic armor, and powers specifically imprinted; Market Price: 25,000gp; Cost to Create:
18,500gp + 1500 XP.

Armor Properties

Evil Ward: This armor radiates with the protection from evil spell. It constantly grants the
wearer the benefits of that spell. Varieties of the other protection types are available as well. A
creature of the alignment the armor is warding against can wear the armor but gains no benefits
from this enchantment.
Caster Level: 3rd; Prerequisites: Craft Arms and Armor, protection from evil (or other
protection spells for different versions); Market Price: +2 market price modifier.

Charms
Charms are very similar to potions, though they are created by those skilled in the Craft—a
honed aspect of the Art that ties magic to supernatural qualities, often dark ones. Witches and
Warlocks gain the Craft Charm feat free at 3rd level, and the majority of these items across the
Planes are made by these individuals. Charms come in two varieties: one-use items and items
carried in a character’s inventory. They are slightly stronger than potions, being able to hold any
spell or spell-like ability of 4th level or less that is on the Witch spell list. Charms are either
activated by breaking them in half or by simply wearing them. The one-use charms cost about
the same as a potion of equivalent type, whereas the carry-on charms vary in price depending
upon usefulness. Charms of this price cost twice as much due to the fact they do not take up an
equipment slot.
Charms are valuable because anyone can use charms regardless of spell access or
spellcasting ability. They are broken down into several categories:

Charm Types

Blood Charm: This category includes any charm that restores life to a subject. They function as
per the spell, so a blood charm of cure light wounds would work just like the spell cast at
minimum effectiveness.

Cursed Charm: Though rarely sold, this variety of charm is typically used by Warlocks to
inflict a curse or some other debilitative effect on another creature. Sometimes the true aura of
the charm is masked or disguised. Craft-users can imbue charms with their innate curse ability,
making these charms quite deadly.

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Shape-shifting Charm: These include any transmutation effect on the Witch spell list. They can
be either one-use items or carry-on charms.

Skill Charm: These one use items temporarily boost a skill four a short time. Carry-on varieties
grant this bonus perpetually.

Soul Charm: Charms in this category affect the emotions of the target creature. This includes
anything from fear to emotion to charm person. They are only available in the single use
category.

Warding Charm: These charms only exist in the carry-on variety that simply remain in a
character’s inventory and grant them a bonus, typically in the form of a resistance of some kind.
Common varieties are a charm of endure elements or a charm of protection from evil. They can
also be used to augment ability scores; in this case, follow the guidelines for other items of this
nature (i.e. belt of giant strength).

Specific Charms

Clot Charm: This one-shot charm is shaped like a droplet of dried blood. When broken, it heals
2d8+1 points of damage and grants a temporary +4 bonus to save against poison for one day.
Caster Level: 8th; Prerequisites: Craft Charm, cure moderate wounds, neutralize poison;
Market Price: 500gp.

Doppelganger’s Charm: This carry-on charm is coveted by rogues and spies as well as
warriors. It grants the constant ability to polymorph self as per the spell. No hit points are ever
gained in shifting, and changing forms is a full-round action that requires concentration.
Caster Level: 8th; Prerequisites: Craft Charm, polymorph self; Market Price: 128,000gp.

Heart Charm: This one-shot charm is shaped like a droplet of dried blood. When broken, it
heals 13 points of damage.
Caster Level: 10th; Prerequisites: Craft Charm, Maximize Spell, cure moderate wounds;
Market Price: 375gp.

Odorless Charm: This one-shot charm completely masks natural odor, making creatures using
the scent feat unable to find you through their olfactory senses. It lasts for one hour.
Caster Level: 4th; Prerequisites: Craft Charm, mask scent; Market Price: 200gp.

Rat’s Tail Charm: Upon breaking this tail-shaped charm, the user receives a +10 bonus to Hide
and Move Silently checks for one hour.
Caster Level: 4th; Prerequisites: Craft Charm, silent image, chameleon; Market Price:
200gp.

Recall Charm: This one-shot charm allows the carrier to cast identify. In addition, she gains a
+10 insight bonus on all knowledge checks (and can make untrained checks with them) for one
hour.

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 Caster Level: 8th; Prerequisites: Craft Charm, identify, divination; Market Price: 825gp.

Scent Charm: This charm usually appears in the shape of an animal’s nose, and it is broken in
half for use. It grants the user the Scent ability for one hour.
Caster Level: 6th; Prerequisites: Craft Charm, scent; Market Price: 450gp.

Truth Charm: The wearer of this carry-on charm is constantly under the effects of discern lies
as well as detect thoughts. The will save DC is equal to 16 for both effects.
Caster Level: 8th; Prerequisites: Craft Charm, detect thoughts, discern lies; Market Price:
150,000gp.

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Rings

Anti-Magic: Upon command, this ring generates an antimagic field effect around the wearer.
While active, the wearer is subject to the same effects of the spell as well. Obviously, this item is
not particularly prized by spellcasters and is therefore rarely made.
Caster Level: 11th; Prerequisites: Forge Ring, antimagic field; Market Price: 118,800gp.

Destruction: This ring, most often created by the Doomguard, automatically causes the wearer
to inflict double damage—which is multiplied with a critical, therefore a x3 weapon could
conceivably do x6 damage on a successful strike. However, the wearer takes half this damage
upon himself, making it extremely deadly to both parties. It is only function with weapons, not
spells.
Caster Level: 10th; Prerequisites: Forge Ring, entropic blow; Market Price: 25,000 gp.

Divine Favor: This is the favored ring of holy institutions across the Planes. Many black market
rings of this sort are sold by thieves who’ve pried them from the cold, dead hands of overzealous
paladins. The ring constantly generates divine favor about the wearer.
Caster Level: 3rd (+1), 6th (+2), 9th (+3), 12th (+4), 15th(+5), 18th (+6); Prerequisites:
Forge Ring, divine favor; Market Price: 6,000gp (+1), 12,000gp (+2), 18,000gp (+3), 24,000gp
(+4), 30,000gp (+5), 36,000gp (+6).

Fighter’s Bane: This ring is enchanted with the thorns spell, making it the ultimate enemy of all
melee combatants. Many knights-of-the-cross-trade will bob a berk into drawing a blade and
then slaughtering himself unwittingly. This variety reflects 50% of all melee damage taken back
upon the attacker.
Caster Level: 8th; Prerequisites: Forge Ring, thorns; Market Price: 32,000 gp.

Haste: Possibly the most sought-after item for mid-level adventurers and beyond, this ring is
something few potent characters can be found without. The wearer is under a continuous haste
effect while the ring is worn.
Caster Level: 5th; Prerequisites: Forge Ring, haste; Market Price: 33,000 gp.

Mind Blank: The wearer is under the effects of the mind blank spell upon command.
Caster Level: 15th; Prerequisites: Forge Ring, mind blank; Market Price: 216,000 gp.

Obsidian Ring of the Zodiac: A truly artifact-level item, it is nevertheless fairly common in
planar markets, and the owners are highly sought after targets by any manner of assassin or
knight-of-the-post. The ring grants a +8 resistance bonus versus spells and spell-like abilities,
harmlessly dissipates ½ damage from all energy attack spells (before saves are rolled), and adds
a 5 point enhancement bonus to every ability score.
Caster Level: 20th; Prerequisites: Forge Ring, wish or miracle, protection from spells,
Energy Immunity; Market Price: 750,000 gp.

Protection from Evil: The wearer is under the effects of the protection from evil spell at all
times. This is very popular for its warding effect versus enchantment magic.

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 Caster Level: 3rd; Prerequisites: Forge Ring, protection from evil; Market Price: 6,600
gp.

Spell Power: The Incantarium developed this item to batter down enemy defenses more
effectively. It adds a +2 enhancement bonus to the base DC of all spells, spell-like abilities, and
supernatural powers of the wearer, and grants a +2 bonus to all rolls made to penetrate spell
resistance or dispel checks. Multiple rings are not cumulative. It does stack with similar class
abilities.
Caster Level: 13th; Prerequisites: Forge Ring, greater malison; Market Price: 75,000 gp.

Vampiric Regeneration: The wearer gains fully half the damage he or she inflicts as hit points.
These additional hit points are not temporary and cannot raise a character’s normal maximum hit
points.
Caster Level: 9th; Prerequisites: Forge Ring, vampiric touch; Market Price: 60,000 gp.

Tattoos
Psionic tattoos are great one-shot items for characters. In the Planes, however, additional uses of
the Scribe Tattoo feat have been found: permanent tattoos. Characters can wear three permanent
tattoos at any given time (they could for the space of 5 temporary tattoos). The effects are still
limited to powers of 3rd level or less, but they can effectively mimic almost any power of that
criteria and create a permanent effect, or even combine multiple powers in the same way (for
exponentially increasing cost). A tattoo of this nature requires one day per 1,000gp of its value to
create when making a permanent effect.
Fell, a dabus who owns his own tattoo parlor in the Hive, is the preeminent tattoo
specialist in the Planes. He specializes in creating tattoos based upon one’s own personal
experiences. He can usually extract these harmlessly from the minds of most sentient creatures
and then imbue a tattoo with a relevant power. In any case, this effect still cannot exceed that of
a 3rd level power or less. They otherwise function the same as in the Psionics Handbook.

Specific Tattoos

Tattoo of the Assassin: This tattoo is a picture of a black-cloaked figure wielding dual knives.
The wearer is constantly under the effects of the powers metabolic acceleration, spider climb,
and chameleon.
Manifester Level: 6th; Prerequisites: Scribe Tattoo, metabolic acceleration, spider climb,
chameleon; Market Price: 44,000gp.

Tattoo of Freedom: A winged bird sheathed in brilliant golden flame sits in the center of this
tattoo. It allows its wielder to fly, as per the power, and blocks all attempts to use the psychic
inquisitor feat as well as grants a +20 to bluff checks versus any sense motive attempts made
against the wearer. Additionally, against any psionic power meant to read the mind, the character
saves at a +4.
Manifester Level: 6th; Prerequisites: Scribe Tattoo, conceal thoughts, fly; Market Price:
40,000gp.

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Tattoo of the Warrior: An armored figure wielding a bloodied two-handed sword dominates
this piece of art. It conveys the bonuses of displacement and grants a +6 enhancement bonus to
strength. The displacement can be suppressed and reactivated with a command word.
Manifester Level: 6th; Prerequisites: Scribe Tattoo, animal affinity, displacement; Market
Price: 75,000gp.

Wondrous Items

Assassin’s Boots: The great asset of hired killers everywhere, these boots effectively cause the
wearer to make no sound (perfect move silently check) upon command. Only creatures that can
detect silent characters (through normal vision or some other means) usually have a chance to
defend themselves. Combined with a ring of invisibility, these boots are truly lethal.
Note: The boots do not allow a character to cast spell with a verbal component while they
are active, nor can he talk to a companion (s).
Caster Level: 3rd; Prerequisites: Craft Wondrous Item, silence; Market Price: 10,800gp.

Devil Skull: Taken from the broken carcass of a baatezu, this crudely fashioned mask reeks of
hideous evil. When fastened about a wearer’s face, the eyes take on a bright yellow glow, and the
wearer’s voice transforms into a deep, commanding growl. The mask provides significant
enhancements to charisma and strength, granting a +4 bonus to each. At the same time, it also
grants the wearer the ability to fly, as per the spell, at will.
On the other hand, whoever dons the mask suddenly takes on the outer appearance of a
gargoyle-like, winged baatezu to all who observe him or her. A detect magic spell will recognize
the magic, and true seeing will penetrate it. Many adventurers have met gruesome fates while
wearing this into an area populated with tanar’ri—or even celestials.
Caster Level: 15th; Prerequisites: Craft Wondrous Item, fly, bull’s strength, eagle’s
splendor; Market Price: 57,000gp.

Dimensional Wardstone: Most important buildings within the Cage have at least one of these
items somewhere within their depths. Wardstones prevent any form of magical transport from
occurring within a 100’ radius about them in all directions (see dimensional anchor for
specifics). Large buildings would obviously require multiple stones to be effectively warded.
Caster Level: 7th; Prerequisites: Craft Wondrous Item, dimensional anchor; Market
Price: 56,000.

Inherent Power Boost Amulet: This silver medallion is prized by creatures with supernatural or
spell-like abilities. When a creature wears this amulet, all the saving throw DCs for such powers
increase. This item comes in five different power levels, the weakest adding a +1 enhancement
bonus to the saving throw DC, and the strongest adding a +5 bonus.
Caster Level: 7th; Prerequisites: Craft Wondrous Item, enhance magical flow, greater
magical flow enhancement (for +4 and +5 amulets). Market Price: 1,000 gp (+1 amulet), 4,000
gp (+2 amulet), 9,000 gp (+3 amulet), 16,000 gp (+4 amulet), 25,000 gp (+5 amulet); Weight: --

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Tear of Vitality: Taken from the streams of the blood floating through the battlefields of
Acheron, this droplet of crystallized liquid has the ability to raise an imbiber’s constitution score
by 1 permanently (inherent bonus). After consumed, it is forever gone.
Caster Level: 17th; Prerequisites: Craft Wondrous Item, wish or miracle; Market Price:
27,500gp. Cost to Create: 1,250gp + 5100XP.

Tanar’ric Ichor: This bubbling green ooze can, if properly treated with magic, imbue upon its
user a permanent resistance to elemental attacks. If consumed, the imbiber gains a permanent
inherent damage reduction of 5 versus all elemental attacks. Multiple ichors are not cumulative.
Caster Level: 12th; Prerequisites: Craft Wondrous Item, demonic power; Market Price:
36,000gp.

Whispering Stone: This simple stone (made of any variety) is used as a communications tool in
the Planes. At its creation time, the stone is “harmonized” with other stones (as many as desired)
and can send verbal messages to that stone at any time and across any distance. The stone glows
a light blue upon receiving a message, and the carrier must merely speak a word to activate it.
Communication is two-way but can possibly be intercepted or eavesdropped by scrying spells or
the like. Messages may be as long or short as required. Stones can be harmonized or de-
harmonized simply by touching them together. Most Planar organizations equip their important
members with these devices to maintain in contact with them. Most whispering stones are also
attuned to their user; no one else can typically access them.
Caster Level: 12th; Prerequisites: Craft Wondrous Item, sending; Market Price:
83,160gp.

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Poisons

Name Type Initial Damage Secondary Damage Price

Mistral brain venom Injury DC 20 2d6 Int 2d6 Int* 2,000gp
Abyssal bile Inhaled DC 25 2d6 Con 2d6 Con 1,850gp
Water of Styx+ Contact DC 17 Total Amnesia 0 3,000gp
Scorpion’s extract Injury DC 54 2d8 Str 2d8 Str 10,000gp
Arachnid’s wrath Injury DC 35 2d8 Str 2d8 Str 7,500gp

*Victims that fail a second save rot horribly. Within a day, their corpse can no longer be raised
or resurrected.
+Victims saving versus Styx water still lose the last 8 hours of their memory. Consult page 87 of
the Manual of the Planes for more information.

Poisons can be created using the Craft (poisonmaking) skill. The DC to make is equal to the DC
to save. For this reason, even the greatest poison crafter in the world is going have a difficult
time making scorpion’s extract, though many have been known to keep one of the creatures to
extract the venom manually.

Drugs
The Planes are ripe with all manner of illegal substances. Most lawful and/or good cities ban
their use, but smugglers make high profits selling them in these restricted areas. Sigil especially
is a large drug-operation due to the number of portals and large area for the law enforcement
officials to cover.
A creature willingly imbibing a narcotic automatically fails its save. It is possible to
automatically fail the initial effect but attempt to resist the secondary one, and vice versa. DCs
are presented for unintended doses. Drugs differ from poisons in the fact that they have a
possible addiction rate and that they produce beneficial effects.

Addiction DC Satiation Damage

Low 6 10 days 1d2 Wis
Medium 10 5 days 1d2 Dex + 1d3 Wis
High 14 2 days 1d2 Dex + 1d3 Wis + 1d2 Con

Addiction DC increases by 5 each time the satiation period passes and the drug is not
taken. Two successful saves removes the addiction. Temporary ability damage occurs each day
but heals normally otherwise. Remove disease eliminates the addiction but does not restore
damage. Greater restoration and heal completely eliminate the addiction and restore any
damage.

Specific Drugs

Kor Vapor (“Astral Mist”) [magical]

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Description: A few geysers on the floating Dead Gods of the Astral spout a special magical mist.
If properly harnessed, the mist is a powerful psychoactive narcotic. It is popular amongst
Sensates, though most retrain themselves while taking it to avoid any unpleasant consequences.
It can be served as a tea or captured in its pure mist form.
Type: Inhaled DC 17
Initial Effect: The imbiber experiences swirling visions and memorable color patterns for
1d20+10 minutes. During this time, he acts as if confused if attacked.
Secondary Effect: 1d4 points of temporary wisdom and intelligence damage.
Price: 500gp
Side Effect: The visions of the Astral Mist are so potent as to render the user’s real world
extremely drab and lifeless, almost as if he were stuck in Hades. He must make a Will save DC
17 or be under the effects of a suggestion spell to get another dose of the vapor through whatever
means possible.
Overdose: If more than one dose is inhaled in a one-hour period, the mist is a horrendous poison,
inflicting 1d10/1d10 constitution damage without a successful Fortitude save DC 17. Addicts
usually make sure to keep only one dose on hand at a time.
Addiction: High

Stymsil (“Trancer”)
Description: Stymsil is taken from the leaves of a plant found in Arborea. The plants only grow
around the Lake Arcolade, and a small company of merchants has set up shop their to harvest its
store. There is no nearby portal, which makes the cost of the drug increase. It is extremely
popular amongst the Transcendent Order members.
Type: Ingested DC 15
Initial Effect: The imbiber gains abilities as if under the righteous might spell.
Secondary Effect: Increased coordination grants a +4 alchemical bonus to dexterity for 10
minutes.
Price: 35gp
Side Effect: The imbiber suffers intense shakes after the effects wear off. It results in a -2 penalty
to all rolls for 1d6x10 minutes.
Overdose: An overdose (more than one dose in a 3 day period) triples the side effects.
Addiction: Medium

Styxglem
Description: Mined by yugoloth slave-traders in Doran, a city built on the River Styx on Oinos
(the first layer of Hades), this drug usually comes in vials and is extracted from Styx water
deposits encrusted in nearby caves.
Type: Ingested DC 17
Initial Effect: The imbiber gains memory and aptitude enhancement. He gains a +4 alchemical
bonus to intelligence for 10 minutes.
Secondary Effect: The user gains a +4 alchemical bonus to wisdom.
Price: 50gp
Side Effect: After the duration wears off, the user makes Will saves at a -10 penalty for 1d4
hours. He is highly susceptible to suggestion and impulse.
Overdose: If more than one does is taken in a 24 hour period, the user suffers double the side
effect and it lasts for 24 hours. He acts almost completely on impulse and his inhibitions

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completely disappear. Third and subsequent doses require Fortitude saves DC 15 or the creature
lapses into a coma for 2d6 days. If he saves, no other effects are compounded.
Addiction: High

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 Chapter Seven:
Feats and Skills
A Great Feat of Creation…
The feats listed here expand the normal range of a character’s abilities. If some mimic the effects
of another feat too closely, perhaps from new source material, the DM is free to eliminate one or
more of them. Also, at the end of the section is a list of Epic-level feats only available to
monsters and, surprisingly enough, epic-level characters. They are more powerful than normal
feats but also have more stringent requirements. It can occasionally be interesting to throw some
of those new feats against surprised PCs (he could tell what I was doing before I did it?). Also,
there are some new starting feats for you to consider in your campaign. They typically encourage
some degree of role-playing and uniqueness to the character as well as giving tangible benefits.

New Feats
Armored Casting [General]
You are adept at casting spells while wearing armor and shields. The chances of arcane spell
failure are halved.
Prereq: Proficiency in armor or shield worn

Armored Stalking [General]

You are adept at stealth despite the hampering effects of armor. You suffer only one-half the
standard armor check penalty associated with skills, rounding up. Note that this feat does not
reduce armor donning time or arcane spell failure chance (see Armored Casting).
Prereq: Dexterity 13+, proficiency in armor worn.

*Catch and Fire [General]

Using your phenomenal speed, you can catch an opponent's arrows and use them in your own
bow. You must have your bow (not a crossbow) in one hand and your other hand free (holding
nothing) to use this feat.
You ready an action and wait for a foe to fire an arrow at you. At that time, you may make a
Reflex saving throw with a DC of 20 (if the ranged weapon has a magical bonus to attack, the
DC increases by that amount). If you succeed, you catch the arrow. You must be aware of the
attack and not flat-footed. Then, as a part of the same readied action, you can load that arrow into
your bow and fire it using your normal attack bonus. If you fire the arrow at the same creature
that shot it at you, the target is denied any Dexterity bonus (against your bow attack only) the
first time you use this ability in a fight, due to sheer surprise.
Alternatively, this feat can be used to catch thrown weapons and throw them back in the
same manner described above, except that both hands must be free (characters with a Dexterity
score over 15 need have only one hand free). Doing so, as above, is a readied action. This feat
can be used to catch non-conventional ranged weapons like a bead of force. However, the DC
becomes 25. In no way does this feat bestow the capability of catching spell effects, such as
Melf's acid arrow.

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 Prereq: Dex 13+, Improved Unarmed Strike, Deflect Arrows

Conceal Display [Psionic]

You manifest your psionic spell-like abilities without any display (s). You can choose to have
displays if you desire.
Prereq: At least one spell-like psionic ability

Craft Charm [Item Creation]

You are able to make charms, small items that can be used singly (like a potion) or carried along
with a character to give them the benefit of enchantment. Crafting a charm costs 1/25 of its
market value in XP and take one day to create. Carry-on charms require one day per 1000gp of
market value to create. They can be used to store spells of up to 4th level.
Prereq: Ability to cast 3rd level arcane spells, Dark Pact of the Craft

*Critical Strike [General]

This potent skill allows warriors to strike blows of tremendous strength. Anytime the character
scores a critical hit, the severity on the critical hit table (Combat and Tactics) is increased by +2.
It also increased the critical threat DC by 2.
Prereq: Improved Critical
Special: This feat can be taken multiple times with each feat going towards a different
weapon.

Death Attack [General]

Like the assassin’s death attack, this is a skill used by train killers to strike her opponent’s weak
spots. If the character is in a position to strike when the opponent has lost his dexterity modifier
(stunned, prone, can be hit with a sneak attack, etc.), she can attempt a death attack. As the
assassin ability, the opponent must be studied for 3 rounds (see assassin entry). The character can
choose to either kill or paralyze the victim, but either way the victim receives a save equal to 10
+ ½ level + Intelligence modifier.
Prereq: Hide 8 ranks, Move Silently 8 ranks, Disguise 4 ranks

Doomcasting [Special]
The character gains control over the most potent destructive energies inherent in the Art.
Typically only Doomguard aspiring towards becoming a Voidcaster choose this feat. Save DCs
from the schools of necromancy and evocation are increased by 2, though those from all other
schools suffer a –1 penalty.
Prereq: Arcane spellcaster, Spell Focus in either Necromancy or Evocation

Double Strike [General]

Any time you gain a partial action (as with the expert tactician feat), you are allowed to make an
attack with your off-hand weapon if you have one readied or have the Quick Draw feat—
normally characters only gain one single attack during a partial round. The attacks are made
simultaneously. If the character has the sneak attack ability, it is only counted once, not twice,
when a Double Strike is made.
Prereq: Two-Weapon Fighting

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Elemental Mastery [General]
Spellcasters may take this feat to represent their mastery over a particular magical energy form
(ice, fire, acid, lightning, sonic]. Whenever damage is calculated, the result is rolled twice with
the more damaging result being inflicted.
Special: This feat may be taken multiple times with each selection going towards a
different element.

Enchanting [General]
You are extra persuasive against members of the opposite sex. You gain a +2 circumstance
bonus to Bluff, Diplomacy, Disguise, and Perform checks against members of the opposite sex.
In addition, enchantment spells cast against susceptible targets add 2 to their DC. It is possible
for creatures of a different type to be unaffected by this spell (such as a female troll against a
male human, for example) as determined by the DM.
Prereq: Charisma 15+

*Eschew Bow [General]

With strength and accuracy you can hurl arrows with your bare hands. You can hurl arrows as
thrown weapons with a range increment of 30 ft. Damage (including criticals) is handled as if
you were using a bow one size larger than your size. So Small characters inflict 1d6 points of
damage as if using a shortbow, and Medium-sized creatures inflict 1d8 points of damage as if
using a longbow.
Prereq: Str 15+, Dex 13+, base attack bonus of +5 or better

Extra Power [Psionic]

The psion discovers a new power of any level up to one level lower than he can manifest.
Special: This feat may be taken multiple times, with each feat going toward a new power.

*Fatal Strike [General]

As a full-attack action, the character may strike a vital region of his opponent and inflict
tremendous damage. If the attack hits, it is automatically treated as a critical threat and resolved
accordingly. Creatures immune to criticals are immune to this effect. Ranged attacks must be
within 30’ to use this feat. Using this feat is a full-attack action that provokes attacks of
opportunity.
Prereq: Base attack +6 or higher

*Great Health [General]

A character with this feat has an incredibility strong immune system and is capable of shrugging
off or at least delaying the effects of many harmful chemicals/toxins. The character saves against
poison and poison-like effects at a +4 and delays any effects from the toxins for double the
standard time. Potions and the like, however, only last for half the duration they typically do for
the same reason. In addition, the character heals at double the rate of normal during standard rest
(2x character level).
Prereq: Constitution 13+

*Improved Blind-Fight [General]

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You are a master of fighting without the aid of your eyes. In addition to the standard re-roll
chance for missing concealed foes, you halve the chance of that miss in the first place. Thus, an
invisible foe would only impose a 25% miss chance, and even then you’d get to roll twice if you
missed.
Prereq: Blind-Fight

*Improved Dodge [General]

As Dodge, except you can add +3 to your AC against a given foe. It stacks with other dodge
bonuses.
Prereq: Dodge, Dexterity 15+

*Improved Expertise [General]

As expertise, except you may reduce your attack by a value equal to your normal base attack
bonus.
Normal: You can only take off -5 from your attacks.
Prereq: Expertise, base attack +6 or higher

*Increased Speed [General]

Increases the character’s base speed by ten feet.
Prereq: Dexterity 12+

Innate Power [Psionic]

You are able to manifest one power you know at will once per round as a spell-like ability.
Taking this feat permanently burns out a number of power points equal to 16 + the cost of the
power you select. Thus, giving yourself clairaudience/clairvoyance as an Innate Power would
permanently burn out (remove from your power point total) 19 power points.
Prereq: One other metapsionic feat, maximum power point total equal to 10 times the
total cost you burn out for this feat.

*Iron Skin [General]

This feat toughens the character’s skin and provides him or her with a permanent +2 natural
armor bonus at all times. This does not stack with other natural armor bonuses.
Prereq: Fortitude save +5 or greater

Master Power [Psionic]

You are able to manifest one power you know two times per day as a spell-like ability. Taking
this feat burns out (permanently removed from your power point total) a number of power points
equal to the cost of the power.
Prereq: Manifester level 6th+

Maximize Spell-like Ability [Metamagic]

As the Maximize Spell feat, except that it is used upon an innate spell-like ability. A spell-like
ability can only be modified by a single metamagic feat.
Prereq: At least one spell-like ability, 7 or more HD.

*Mental Resistance [General]

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The character is especially skilled and used to charms and compulsions of all kinds. Against such
abilities, the character is able to make two saves (or one if none is normally allowed) to resist the
enchantment.
Prereq: Iron Will

Mental Warmth [Special]

Sorcerers may take this feat to replenish their magical energy. After casting spells, they can
make an charisma check versus a DC 15 + the level of the spell cast. This allows him to regain
the energy expended. It can be attempted once a day per two caster levels (round down) and is
considered a supernatural ability.
Prereq: Class that casts spells of the Blood (sorcerer or bard)
Special: Sorcerers may substitute this feat for their summon familiar ability at 1st level.

Nondetection [General]
This special feat allows a character to become resistant to detection spells of any kind. Against
any normal detection spell (detect magic, discern lies, etc.), you can make an opposed Bluff
check versus the caster’s save DC to block detection in addition to any save normally allowed.
Once you have resisted detection against one caster, that caster cannot detect anything from you
until he levels, at which point another attempt can be made. Against scrying spells or
clairaudience/clairvoyance, the character may substitute a Hide check to effectively become
invisible versus that spell; this is also an opposed check against the caster’s save DC. This skill,
once taken, is always active and is considered an extraordinary ability.
Prereq: 10 ranks in Bluff, 1 rank in Knowledge (Arcana), 1 rank in Knowledge
(Psicraft), 10 ranks in Hide

Poison Craft [General]

You are adept at the use and creation of natural toxins. This allows you to handle them with no
chance of exposing yourself to the poison. In addition, you gain a +2 bonus to the Craft
(poisonmaking) skill and a +2 to Alchemy checks to identify existing poisons.

Quick Lowering [General]

You can lower your spell resistance as a free action.
Prereq: Natural spell resistance (any)

Quicken Spell-like Ability [Metamagic]

As the Quicken Spell feat, except that it is used upon an innate spell-like ability. Only one spell
or ability can be so quickened each round.
Prereq: At least one spell-like ability, 9 or more HD.

Rejuvenation [Psionic]
The character can enter a trance to regain his lost psychic energy. The character may regain one
power point per manifester level, taking one minute in undisturbed meditation to do so. This feat
can only be used once per day.
Prereq: Manifester level 3rd+

Repressed Psyche [General]

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You have unlocked the potential of the hidden portions of your mind containing repressed
memories, hidden hatreds, and personal biases. Add a +1 bonus to the DCs for all telepathic or
psychokinetic powers. You get a +1 bonus to defeat power resistance checks with these powers.
The repressed psyche is less effective and manifesting powers from the clairsentient and
psychometabolic disciplines. Your effective manifester level for these powers is at a -1 penalty.
Prereq: Con or Cha 13+

Shadow Plane Magic [General]

As the Shadow Weave Magic feat from the Forgotten Realms Campaign Setting, except this
energy is drawn from the Plane of Shadow.

*Shield Focus [General]

The character masters the use of one type of shield. It provides him with additional protection
equal to +2 AC for small shields and +3 AC for large shields.
Prereq: Proficiency type in shield focus taken, Base attack +3
Special: Each taking of this feat applies to a new shield.

Shred Mind [Metapsionic]

Your mental attacks are capable of cutting through the non-psionic buffer. The Will DC becomes
10 + you’re appropriate ability modifier.
Prereq: Repressed Psyche feat

Size-Up Opponent [General]

You know what makes a wizard a wizard and a fighter a fighter. You can tell how competent a
man is just by looking at him closely. In effect, if you can observe another character or creature
for 1 full round (interaction counts as observation), you can get a good reading as to their
capabilities. By making a successful Sense Motive check DC 15 (or opposed by defender’s
Disguise if he is trying to hide his identity or general level of skill) you can determine a
creature’s base class (not prestige classes) and its general level of skill (CR +/-1 from its actual
CR). If a character has more than one core class, you can tell that as well. For example, if you
stare at the half-elf (a Ftr5-Rog3)in the bar for one round and you make your check, you know he
is a skilled fighter and competent rogue with a CR from 7-9—the DM rolls to determine if you
guess high, low, or right on the money and tells you that value. If you miss your check, you
simply don’t know. If you miss by 5 or more, you draw an incorrect conclusion. If the victim is
in Disguise, you would read him as whatever he is pretending to be.
Prereq: Sense Motive 8 ranks
Normal: Studying an opponent can only be done when that opponent is in combat and it
takes 3 rounds to do so. Spot checks normally counter Disguises, but they do not usually reveal
exact information.

Suppressive Psionics [Metapsionic]

Your psychic manipulations are more difficult to detect by standard psions. Any psionic item or
power (like detect psionics) meant to detect psioncs must make a manifester level check DC 11 +
your caster level. Only one check can be made by a given manifester. This does not extend to
clairsentient or psychometabolic powers. Likewise, your ability to detect normal psionics must

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make a manifester level check versus DC 9 + manifester level. This penalty does not extend to
psychokinetic and telepathic powers.
Prereq: Repressed Psyche feat

Trademaster [General]
You are skilled at a variety of mundane tasks or possibly just had training in many different
fields as a child. As a result, you tend to learn quickly and pick up many different skills. When
you take this feat, you gain +6 skill points from the class whose level you just gained. Thus, if
you gained a fighter level, you now have 6 more skills points to spend on the skills and cross-
class skills of a fighter, modified by any abilities you might have (such as the Cosmopolitan feat)
that would allow you access to different skills.
Special: This feat can be taken multiple times.

Trapmaster [General]
You are adept at creating and maintaining traps. You can a +2 bonus on all Craft (trapmaking)
checks. Additionally, when creating a trap you pay only ½ the normal XP cost.

*Weapon Balance [General]

You are skilled at two-weapon combat and know how to measure your swings with similar
power. You no longer suffer the ½ strength bonus to damage with your off-hand.
Prereq: Ambidexterity, Two-Weapon Fighting.

*Weapon Mastery [General]

You’ve mastered the use of a single weapon. Your weapon focus and specialization bonuses
increase to +3/+3. This does not stack; it replaces the normal +1/+2 you had previously.
Prereq: Weapon Specialization with the chosen weapon
Special: This feat can be taken multiple times, but each time is with a different weapon.

*Weapon Penetration [General]

You know the vital spots of enemies. For purposes of penetrating damage reduction, treat any
weapon you wield as being one ‘plus’ higher than it actually is. For example, a fighter with a +4
long sword could penetrate a stoneskin spell if she had this feat. The feat applies to all weapons
you wield. Damage reduction of 1/- (such as the barbarian ability) is not affected by this feat.
Prereq: Proficiency in weapon used.
Special: This feat can be taken multiple times up to a maximum of 5, at which point you
would effectively ignore all damage reduction.

Wild Talent [General]

You are blessed with the Gift. You may never have known it, and your powers may be small, but
at some point in your career you discovered that you had the ability to manifest limited psychic
potential. You gain one power point and discover one first level power from the psion power list
(you must be able to manifest the power; if you received a telepathic power, you will need a
charisma score of at least 11). By taking this feat, you may qualify for some of the other psionic
feats.

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New Skill Uses

Appraise [Int]
If the party encounters an odd merchant selling unusual items (such as something not in the
DMG or not obviously created from normal spells, possibly even lesser artifacts), the merchant
and the PC make an opposed Appraise roll. For each point of difference, add or subtract 1% of
the value of the item. This indicates the “gray area” of a difficult-to-find item’s value, and shows
a bit of haggling between the player and the merchant. It also makes this otherwise nearly
worthless skill have something of a point.

Balance [Dex]
This skill allows you to negate a knockdown (from the Knockdown feat) or avoid being tripped.
The DCs are as follows:

Task DC
Avoid Knockdown damage dealt
Avoid Trip 15

If you successfully avoid a trip using your balance check, you do not get to counter-trip your
opponent.

Diplomacy [Cha]
There are times when characters need to pay for information they’re receiving. This is usually in
the form of a bribe, but not always. This information is not something normally known with a
Knowledge check, but is instead specialized information, such as when the king’s guards rotate
their shift or who a merchant’s last customer was. Specialized information, like a magical item’s
purpose or the nature of some runes, usually entails paying for the knowledge check.
If the information is worthy of a bribe, the DM needs to set a fee ahead of time at which
the character would reveal the information. Information of this sort usually costs at least a couple
hundred gold, though it may be worth several thousand or more depending upon how selective it
is. When the time comes for the player’s to pay, roll opposed Diplomacy checks. By every point
the PC wins the roll, subtract 5% from the price down to a minimum of 0, and vice versa if they
lose the check (there is no maximum).

Knowledge (Military Tactics) [Int]

This is the skill of generals and leaders across the Planes. In large battles, it can be devastating. If
the player character is able to shout commands or otherwise direct his troops in battle, the skill
comes into play. In the case of smaller battles (20 or fewer combatants), the leaders of each
group make opposed Knowledge checks each round. For every five points by which one defeats
the other, increase the attack, save, spells DCs, and damage rolls of the winner’s side by +1
(insight bonus that does not stack with, but can supercede, other such bonuses) until the next roll
is made. If the difference is less than five, no bonuses are gained. Making this check is a move-
equivalent action, as it involves yelling and directing traffic as well as occasionally needing a
response, which is more intricate than a normal free action speech comment. Note that the leader
herself does not gain these bonuses. A leader not actively engaged in battle but still able to direct

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his troops, either through underlings, communications devices, or otherwise, receives a +5
circumstance bonus to his rolls, as it becomes easier to pick out flaws in the enemy’s tactics.
In large battles (more than 20 combatants), randomness becomes less of a deciding
factor. It is assumed that leaders are taking 20 on their checks, and thus no rolling is done. For
example, if the tanar’ric general has a +27 tactics skill and the celestial general has only a +17,
the tanar’ric army will always be adding +2 to all attack, damage, spell DC, and saving throw
rolls throughout the battle unless communication is somehow broken. If one side has a leader and
the other does not, this can be very devastating.
If armies are grouped together without a specific general, group them together with the
nearest ranking officer and use her skill to determine the check. Note that in large scale battles, it
will become almost impossible for a leader in the midst of combat to shout orders to his troops.
A general rule of thumb is that without advanced communication magic or devices, a leader’s
influence can only extend in about a 30’ radius (to be heard above the clash of weapons, spell
explosions, and whatnot). If he is not actively fighting but is instead located in a command
center, it is likely he will have some means of communicating with his officers and directing
combat from there. Circumstance modifiers from 1-10 might apply for poor communications,
insubordinate officers, etc.
This may require some improvisation on the part of the DM, but it is useful and fun to
use in large combat situations. Note that untrained checks with this skill are impossible and do
not help the army even if attempted.

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 Chapter Eight:
Monsters

Baddies Aplenty…
There are a number of good planar monsters in the normal Monster Manual and even a few more
in the Manual of the Planes. In addition, those of you missing some of the baddies from second
edition can find a number of them here at [Link] It contains a load of
converted creatures and other goodies from Second Edition. In this section I’ve included a few
home-made monsters you may want to incorporate in your campaigns, most of them for higher-
level characters. Enjoy!

Monsters

Bone Lord
Type: Medium-sized Undead
Hit Dice: 20d12 (136 hp)
Initiative: +6 (+2 Dex, +4 Improved Initiative)
Speed: 30 ft., fly 90ft (perfect)
AC: 32 (+2 Dex, +20 Natural)
Attacks: 2 claws +12
Damage: 2 claws 1d6+2 + cold
Face/Reach: 5 ft. by 5 ft./5 ft.
Special Attacks: Spell-like abilities, spells, cold, curse gaze
Special Qualities: Damage reduction 15/+1, undead, SR 31
Saves: Fort +7, Ref +9, Will +16
Abilities: Str 14, Dex 15, Con —, Int 18, Wis 17, Cha 15
Skills: Concentration +23, Hide +25, Knowledge (arcana) +27, Listen +6, Spellcraft +27
Feats: Improved Initiative, Lightning Reflexes, Maximize Spell, Quicken Spell-like Ability,
Spell Focus (Evocation), Spell Focus (Necromancy), Spell Penetration.

Climate/Terrain: Negative Energy Plane

Organization: Pack (2-5)
Challenge Rating: 14
Treasure: Standard
Alignment: NE
Advancement: 21-25 HD (Medium), 26-32 HD (Large)

Description: At a glance, Bone Lords appear to be liches, and indeed they share a number of
similar qualities. They come about in an entirely different manner, however. Wizards do not plan

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to become Bone Lords, but rather are turned into one when they are blasted by a significant
amount of negative energy. The transformation is almost instantaneous, and the body of the
former caster is immediately disfigured and converted into a floating undead skeletal horror with
tattered robes, blazing orange eyes, and wicked claws.

Combat: Bone Lords remember all the spells they knew in life and prepare them as normal,
except they do not need to consult a spell book to do so. Instead, they merely spend a few hours
in meditation to allocate former memories. They use their spells and gaze attack liberally,
attempting to circumvent melee combat entirely if possible (and animating dead for fodder).
Spell-like Abilities (Sp): At will—fear, animate dead, eyebite. These spells are the same
as if cast by a 12th level sorcerer. DC 12 + spell level.
Spells: Bone Lords can spells as an 11th level wizard. They do not receive bonus spells.
DC 14 + spell level.
Curse Gaze (Su): Meeting the blazing eyes of a Bone Lord inflicts a bestow curse upon
the victim, inflicting a permanent -6 penalty to one ability score randomly each round.
Using the gaze is a free action, and it targets everyone not shielding their eyes. The curse
may be lifted by standard magical means. An ability can only be cursed in this way once.
Cold Aura (Su): Touching the Bone Lord inflicts 1d6 points of cold damage.
Immunities: Cold and normal undead immunities.

Habitat/Society: Bone Lords have no society. Once created, they tend to become twisted and
maniacal, seeking only to enhance their own magical power through the destruction of mortal
wizards. In doing so they may acquire new spells and powers.

Ecology: Being undead, Bone Lords have no ecology.

Slethyr
Type: Huge Magical Beast
Hit Dice: 35d10 + 455 (647 hp)
Initiative: +3
Speed: 50ft.
AC: 31 (+20 natural, +3 Dex, -2 size)
Attacks: 2 claws +53, bite +51
Damage: 2 claws 2d6+20/19-20, bite 2d8+10
Face/Reach: 10 ft. by 20 ft./10 ft.
Special Attacks: Rend Attack
Special Qualities: detect magic, Scent.
Saves: Fort +34, Ref +24, Will +11
Abilities: Str 40, Dex 17, Con 36, Int 10, Wis 12, Cha 8
Skills: Hide +41, Listen +39, Move Silently +41, Spellcraft +10, Spot +47
Feats: Combat Reflexes, Cleave, Critical Strike, Improved Critical, Improved Initiative, Iron
Will, Mental Resistance, Multi-attack, Power Attack

Climate/Terrain: Outlands, usually Spireward

Organization: Solitary or Pack (2-5)

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Challenge Rating: 14
Treasure: None
Alignment: N
Advancement: 35-45 (Huge)

Description: Slethyr are gigantic, stalking predators. Native to the Outlands, they have long
been domesticated by the baron lords far Spireward to serve as bodyguards. Their keen senses
make them ideal in this role. Male slethyr are always black, while females are a shade of red-
orange. They have four eyes, each of which usually glows a feral yellow when reflecting light.
Combat: Slethyr are deliberate and tactful when attacking. Unlike their normal animal cousins,
they are conscious and keen, using low growls to communicate with one another and better stalk
their prey. They prefer surprise attacks and take ample time to study their prey for weaknesses
before attacking. Having lived Spireward for many years, they have developed a hunting sense
that lets them track magic-using since these creatures tend to be disadvantage in the Outland
regions in which the slethyr dwell.
Special Attacks:
Rend (Ex): A slethyr hitting with both claws can grab the flesh of its victim and
tear. This attack causes an additional 4d6+25 damage.
Special Qualities:
Detect magic (Su): as the spell, line of sight. Slethyr have a general grasp on
magic and get an inkling as to what the defenses of their prey might be. If
possible, they work around it.
Expanded Vision (Ex): The creature’s additional eyes allow it to see peripherally.
Because of this, surprising the creature is difficult. It gets a +8 racial bonus on
Spot checks.
Habitat/Society: Most slethyr are now domesticated, though some still roam free in the
Outlands. They travel in small hunting packs, engaging passing animals or travelers as necessary
to stay alive.
Ecology: Slethyr are carnivores. They tend to eat a wolf-sized meal every day.

Sunari
Type: Large Outsider
Hit Dice: 22d8 + 154 (253 hp)
Initiative: +5
Speed: 40ft.
AC: 31 (+17 natural, +5 Dex, -1 size)
Attacks: 3 claws +25, bite +23, +3 metal long spear
of shock +28/23/18/13/8
Damage: 3 claws 1d6+4, bite 2d6+6, longspear
1d8+4(+1d6)
Face/Reach: 5 ft. by 5 ft./10 ft.
Special Attacks: Spell-like abilities, Rend Attack,
Poison, Multi-tasking
Special Qualities: Immunities, Resistances

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Saves: Fort +21, Ref +19 Will +16
Abilities: Str 19, Dex 21, Con 24, Int 13, Wis 15, Cha 13
Skills: Concentration +32, Hide +30, Intimidate +26, Listen +27, Move Silently +30, Search
+26, Spot +27, Spellcraft +26, Tumble +30.
Feats: Combat Reflexes, Multi-attack, Multi-Dexterity, Power Attack, Quicken Spell-like
Ability

Climate/Terrain: Hinterlands
Organization: Solitary or Gang (2-5)
Challenge Rating: 15
Treasure: Standard
Alignment: CN
Advancement: 22-25 (Large), 26-35 (Huge)

Description: The sunari are an enigmatic race of nomadic hunters often found at the fringes of
the Hinterlands. They were encountered by smuggling groups using the Hinterlands as a hiding
place, and they turned out to be exceedingly hostile. A standard sunari is about 10 feet tall, with
thick, stretched-out yellow skin. Sharp, drooling fangs protrude from their jaws, and their eyes
are solid black. They appear to be a hybrid creation or magical experiment gone awry. Many
graybeards speculate that the sunari were once a very powerful and advanced race that found its
way to the Planes and has slowly deteriorated ever since. They are unresponsive on the matter.
Combat: Sunari are crazed and vicious when they attack. Their four arms allow them to strike
repeatedly while their legs keep them moving. They always carry a vicious metal spear that
sparkles with electricity and acts as a shocking weapon. Their other hands slash at opponents
while their deadly fangs tear into their flesh.
Special Attacks:
Spell-like Abilities (Sp): At will—detect magic, displacement, haste, protection
from law, lightning bolt. 3/day—dimension door, eyebite, ray of enfeeblement.
These spells are the same as if cast by a 16th level sorcerer, DC 11 + spell level.
Poison (Ex): Creatures bitten by a Sunari must make a fortitude save DC 28 or
suffer 2d6/2d6 temporary Constitution damage.
Multi-tasking (Ex): Sunari can attack with all their natural weapons and their
spear in the same round.
Rend (Ex): A sunari hitting with at least two claws can further dig into the flesh of
its victims, inflicting an additional 2d6+7 damage.
Special Qualities:
Immunities (Ex): Sunari are immune to electricity and poison.
Resistances (Ex): Sunari resist all other elements at 20.
Darkvision (Su): Sunari have Darkvision to 120’.
Habitat/Society: The sunari live much like nomadic humans. They have no central society or
government. Many have moved from the Hinterlands into the Core Realms. Chant has it at least
one has formed his own crime ring out of Sigil.
Ecology: Sunari are omnivores, though the prefer the taste of meat. They require surprisingly
little food, needing to eat only one meal each week to subsist normally.

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 Chapter Nine:
New Classes
Aren’t There Already Enough?
Well, probably. But sometimes when you want a bit of flavor in your world, prestige classes
don’t always cut it. Sometimes you want something specific for your world, and this is the case
here. This book presents two new classes, the Shaman and the Witch, the latter of which plays an
integral part in planar item creation. Neither are in any way planar specific, but this campaign
makes use of both of them.

Classes

Shaman
Shaman are druidic-like figures that often serve the spiritual needs of barbarian communities.
They draw their power both from nature and from the power of Ancestral Spirits. Some may also
worship a Power, but their true ability comes from
the spirit world. Typically, shaman come from the
same types of societies as barbarians. They are
rarely well-educated in the “civilized” arts, though
they are usually very intuitive and strong-willed.
Shamans are slightly better fighters and spell-casters
than druids, but they lack most of the special druidic
powers (though some of their own compensate).
They are also usually slightly better fighters than
clerics, but they are also considerably weaker spell
casters.
Alignment: A shaman, unlike a druid,
suffers no alignment restrictions based upon class.
There are no sects of shaman or orders to cling to;
every tradition is based upon the tribe the shaman
sees over.
Races: Shaman are an integral part of many
barbaric cultures. Giants, orcs, goblins, barbarians,
and others all often have shamans within their
society. They take the place of standard clerics with
their abilities.
Other classes: Shaman typically work with barbarians, though other warriors, especially
rangers, share some affinity with them. Though they have similarities to druids, however,
shaman often do not see eye-to-eye with them, mostly because their first interest is often their
people and their heritage, not the world around them.
Abilities: Wisdom is the key spell-casting ability for a shaman. It functions exactly as a
druid in this regard. Most shaman, having come from tribal cultures, are often quite strong and

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hefty, favoring brawn over speed in most circumstances. A shaman that wishes to ascend in the
tribe is also likely to have high charisma, as barbarian leaders look to shaman for guidance and
support.
Hit Die: d8
Class Skills: Concentration, Craft, Diplomacy, Handle Animal, Heal, Intuit Direction,
Knowledge (Tribal History), Knowledge (Religion), Sense Motive, Spellcraft, Swim, and
Wilderness Lore. A shaman receives (4 + Int modifier) x4 skill points at first level. He gains 4 +
Int modifier each level thereafter.
Weapon and Armor: Being from typically warlike cultures, shaman are often trained in
the use of many types of weapons and armor. They are proficient in all simple and martial
weapons, all light and medium armor, and all shields. Like clerics, they may cast spells in armor
without penalty, though armor check penalties may apply to skills.
Saves: Good saves are Fortitude and Will.
Attack: As Druid
Spells: A shaman casts divine spells from the Druid list. As a druid, they cannot cast cure
spells in the place of other memorized ones. They receive bonus spells for high wisdom.
Good/Evil/Chaotic/Lawful spells: A shaman cannot cast an alignment spell opposite to
his own.
Illiteracy: Like barbarians, shaman must pay skill points to learn a language.
Contact Spirits: Starting at first level, the shaman may contact an ancestral power to
provide him with assistance and information. This is a unique ability given only to shaman. The
spirit is often someone of direct lineage to the shaman, though occasionally it is simply a revered
member of the tribe long since deceased.
The spirit may assist in one of several ways depending upon the situation. First, it may
provide a vision to the character. Though often vague, it usually prophesizes something
important in the near future. Treat this ability as the use of a speak with dead spell; the shaman
can typically gain reasonable answers to up to three questions. Second, the spirit may send an
avatar form to assist the character. At lower levels, this avatar will be something simple like a
spirit animal. It functions in all ways similar to a normal animal (wolf, bear) except that it gains a
damage reduction of 5/+1 and rolls hit dice (the character should do this when he first summons
the creature. From then on, it will use that hit die roll). The avatar’s hit die will not exceed the
class level. Multiple avatars may also come, with their total hit die not exceeding the class level.
When or if the avatar is slain, it simply dissipates into nothingness. And finally, the spirit may
simply imbue the shaman and his allies with good fortune for a day’s time. This bonus is
effectively a +1 competence bonus on all actions (skills, saves, attacks, damage, initiative) to all
allies within 10’ for the day. The bonus increases by +1 for every 4 shaman levels.
The character may attempt to choose the form of aid he receives. There is a base 10%
chance of success per level. If the attempt fails, he may receive the help he wanted anyway
depending upon the situation. The spirit is effectively played by the DM. This ability can be used
once a day.
Domain Spells: Shamans, like clerics, can select domain spells. They are limited to one
domain, however, though they can choose whichever one they wish. They gain the domain
power and can cast one domain spell per spell level each day.

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Witch
Witches (or warlocks for male characters) are those that practice the Craft—a unique way to tap
into the Art based, like a sorcerer, upon innate talents. However, these characters were not born
with the Blood, nor, possibly, could they master the Art through careful study like the wizard.
Instead, they literally traded their soul
for power. Whatever powerful being
gave them their first taste of the Blood
holds a bit of sway over them and
exacts small pieces of the witch’s life
essence over time.
In general, the magic of the Craft is
subtle, not flashy, as witches rely on
charms and curses more than mass
destruction. They draw their spells from
many different spell lists, from druid to
wizard to cleric. They also possess the
unique ability to bestow lasting curses
and to trap their magical energies in
small items called charms.
Alignment: Witches can be any nonlawful alignment. Their energies are too frantic and
their choices to dark to represent the forces of order. Good witches use their powers to
manipulate their supernatural patrons and gain more powers in the name of righteousness. Evil
ones tend to grasp and grasp for more power, using their spells to curse and devastate those
around them to earn more dark rewards. More often than not, witches turn to evil as their careers
progress.
Races: Humans are the most common practitioners of the Craft, though tieflings are not
behind (perhaps feeling cheated that some of their brethren were imbued with the Blood at birth).
Most other races are very rarely warlocks.
Other classes: Witches detest most other arcane spell-casters, though they like sorcerers
more than wizards. Because of their affinity for extra-planar creatures, they sometimes find
solace with clerics of certain faiths. Purest druids detest witches for their indelible connection to
the supernatural, though witches do draw some of their power from the natural world as well,
though for more selfish ends that druids. Witches can never take sorcerer levels or vice versa; the
two classes are mutually exclusive.
Abilities: Like a sorcerer, a witch draws her power from charisma. All other skills are
secondary and variant to the character.
Hit Die: d4
Class Skills: Alchemy, Concentration, Craft, Heal, Knowledge (arcane), Knowledge
(nature), Profession, Scry, Spellcraft, Wilderness Lore.
First level: (4 + Intelligence modifier) x 4.
Each level: 4 + Intelligence modifier.
Weapon and Armor: Witches are proficient in all simple weapons, but not shields or
armor.
Spells: A witch’s spell list can be found on page 26 of the DMG. In addition to these,
they can draw upon any additional shape-shifting, charm, or curse spells she may come across or

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that the DM finds appropriate. She advances in spells as a sorcerer and gains bonus spells for
high charisma.

The Witch
Level Attack Fort Ref Will Special Spells
1 0 0 0 2 Summon familiar, Dark Pact, Boon As sorcerer
2 1 0 0 3
3 1 1 1 3 Craft charm
4 2 1 1 4
5 2 1 1 4 Boon
6 3 2 2 5 Bestow curse
7 3 2 2 5
8 4 2 2 6
9 4 3 3 6
10 5 3 3 7 Boon
11 5 3 3 7
12 6/1 4 4 8 Greater curse
13 6/1 4 4 8
14 7/2 4 4 9
15 7/2 5 5 9 Boon
16 8/3 5 5 10
17 8/3 5 5 10
18 9/4 6 6 11 True curse
19 9/4 6 6 11
20 10/5 6 6 12 Boon

Class Features:
Bestow Curse (Su): At 6th level, the witch learns how to weave specific and deadly
curses to use against her opponents. It is often elaborately spoken and specific, but typically it
follows the guidelines for the bestow curse spell. She can bestow one curse per day upon any
opponent within sight. At 12th level, this curse increased in power by 50%, and then at 18th level
by another 50%. Thus, an 18th level witch could reduce a target’s ability score by 12 points (or
some similar effect) if she so chose. Unlike the standard curse, however, this version is more
difficult to remove. It requires a remove curse and a successful caster level check by a higher
level caster than the witch and has a permanent duration. Most witches craft their own specific
curses to debilitate their enemies.
Craft Charm: Witches gain the craft charm feat for free at 3rd level.
Dark Pact: The witch seals a pact with the supernatural, thus granting her the ability to
cast spells and draw upon the Craft. She finds a patron, almost always a power evil Outsider of
demi-deity status close to her alignment, that grants her powers in exchange for part of her soul
essence. While this pact gives her power, it also comes with a price. The character receives
various supernatural boons every five levels, ranging from simple to utterly grotesque. The
boons vary in strength and effect, but typically indicate to the world that the character has
undergone a hideous transformation in exchange for power. The character and the DM decide on
appropriate boon effects as the character receives them.
At 5th level, the boon is minor, ranging from simple eye modifications such as reflective
eyes (like a cat) or even glowing eyes (like a demon) to something like footprints that face
backwards. This boon tends to spook others, inflicting a -2 penalty on all reaction adjustment
rolls. It can be completely concealed by magic, but normally it is noticeable with a Spot check

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DC 15. This boon grants a minor ability, such as darkvision 30’, increased speed by 10’, or
something similar no more powerful than a 1st level spell.
At 10th level, the boon becomes more pronounced. Perhaps the character grows claw-like
appendages, bat-like wings, or some other gross physical quality. Again this can be concealed by
magic, though without such concealment, no Spot check is needed to notice the qualities. The
bonus comes in the form of natural claw attacks (damage based on character size as in DMG), a
hardened skin (natural armor +2), basic flight (poor quality, 60’ move), or something similar.
At 15th level, the boon is difficult to conceal. Even under guise, people notice something
wrong about the witch with a Spot check DC 15. It is an intangible aura or presence that makes
people (and especially animals) uncomfortable. The character’s physical appearance becomes
more fiend-like, with possible mutations of reddened skin, massive wings, horns rising up from
the head, or even extra appendages. The boons grants possible improved flight (120’, good
mobility), minor damage reduction (15/+1 or 2/-), minor ability bonuses (+2 to an ability score)
or additional natural attack forms (2 extra arms, gore attacks from horns, etc.).
At 20th level, the character has reached the apex of supernatural power. She radiates a
dark aura detectable by all living things within 15’. Her physical appearance is irrevocably
altered, transforming into something decidedly fiendish. She may take on an appearance nearly
identical to true fiend, or simply some hybrid form. In either case, the bonuses from the boon
range from increased damage reduction (25/+2 or 4/-) to multiple natural attack forms (4 arms,
wing buffets, etc.) to permanently augmented ability scores (+4 bonuses to an ability score).
Summon Familiar: Gained at first level. Instead of the normal ability, however, this
familiar is instead of the fiendish variety and does not serve the character implicitly. Instead, the
servitor (often an imp or quasit) usually attempts to manipulate the character into seeking more
power and eventually self-destruction. The familiar confers the normal bonuses but is decidedly
stronger. The lack of complete obedience, however, can be a problem. Also, the familiar cannot
be destroyed unless it is on its home plane; otherwise, it merely reforms in about a day.

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 Chapter Ten:
Planar Prestige Classes
Other Professions
Prestige classes may be the coolest thing about Third Edition. They’re like Second Edition kits,
except that they make sense and you can combine them together. A few prestige classes not
directly tied to the factions but which are still used in this campaign are listed below. Again,
many of them rely upon the variants discussed earlier in the book.

Planar Prestige Classes

Bariaur Warhorn
They are the cavaliers of Ysgard. They are mobile, fierce, and deadly. They are the Bariaur
Warhorns.

Warhorns hold a special place in bariaur society, usually taking honors as front-line cavalry in
the wars of Ysgard. Their strength lies, like most mounted combatants, in their mobility and
power, usually grinding enemy foot soldiers to dirt before they can even respond. They have two
unique advantages, however: their natural horns and their natural mount. Enemies cannot simply
target the weaker horse to end itself of the mounted threat. Warhorns know this, and they make
full use of their abilities in battle.

Most Warhorns start their career as rangers, and indeed they must have at least one ranger level
in order to qualify. Much like a ranger, they combine powerful warrior skill with versatile
wilderness skill selection. Most Warhorns are found in Ysgard, though some can be found
adventuring in the Planes, fulfilling their race’s wanderlust while decimating whatever opponents
they encounter.

*Note that this class takes into account several “Virtual” feats and skills. Normal bariaur can
qualify for ride-based skills without the Ride skill (they don’t have to learn to ride themselves),
nor do they need to take the Mounted Combat feat, for again, they are their own mount. The
other mounted feats work just fine for them and are required for this class.

Requirements:
In order to become a Bariaur Warhorn, a character must meet the following requirements:
Race: Bariaur
Base Attack Bonus: +6
Abilities: At least one favored enemy
Feats: Mounted Archery, Spirited Charge, Track
Skills: Listen 5 ranks, Spot 5 ranks, Wilderness Lore 5 ranks.
Special: Masterwork barding (any), must have used charge attack to slay an opponent.

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Class Abilities:
Hit Die: d10
Class Skills: Animal Empathy, Climb, Craft, Handle Animal, Heal, Hide, Intuit
Direction, Jump, Knowledge (nature), Listen, Move Silently, Profession, Search, Spot,
Swim, Wilderness Lore.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Warhorns gain no proficiency in weapons or armor.

Level Attack Fort Ref Will Special Ability

1 1 2 2 0 Charge bonus +1, speed bonus +10
2 2 3 3 0 Deadly charge 1/day, horns of power +1
3 3 3 3 1 Charge bonus +2, Nemesis charge 19-20
4 4 4 4 1 Deadly charge 2/day, Improved Bull Rush
5 5 4 4 1 Charge bonus +3, speed bonus +20
6 6 5 5 2 Deadly charge 3/day, horns of power +2
7 7 5 5 2 Charge bonus +4, Nemesis charge 18-20
8 8 6 6 2 Deadly charge 4/day, Greater Mounted Archery
9 9 6 6 3 Charge bonus +5, speed bonus +30
10 10 7 7 3 Deadly charge 5/day, horns of power +3

Class Features:
The following are the features of the Bariaur Warhorn class:
Charge bonus (Ex): The character adds this value to his attack roll when using a charge
action with his horns.
Speed bonus (Ex): Years of charging through battlefields has given the bariaur
exceptional movement. It increases by the above amount. Note that the numbers are totals, not
cumulative numbers.
Deadly charge (Ex): When using his horns to charge, the bariaur deals triple damage
with a successful hit (x4 on a critical). He may use this a number of times per day as indicated
above.
Nemesis charge (Ex): When attacking his favored enemy with his horns, the bariaur’s
charge is even more lethal. In addition to his favored enemy damage bonus, his base critical
threat with his horns (20) is increased to 19-20. At higher levels, it becomes 18-20. This applies
against all the character’s favored enemies if he has more than one.
Horns of power (Ex): The bariaur’s horns sap some of the creature’s innate magical
power and become magical weapons in their own right. They grant no boosts to attack or
damage, but are treated as a +1 weapon for purposes of penetrating damage reduction. This
ability increases as the character levels.
Improved Bull Rush: The character gains this as a bonus feat even if he does not
otherwise meet the prerequisites for it.
Greater Mounted Archery (Ex): The bariaur is able to make a double move and make a
full attack with a ranged weapon. He suffers no penalty to his attack roll for doing this. If he
makes more than a double move (a run, for example), he suffers a -2 penalty to all attacks.

Battlemage
When armies sweep across the fields of battle, they bring with them several divisions of troops:
infantry, cavalry, archers, siege engines, and probably war priests to aid the wounded and the

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fallen. These groups make up the core of every fighting unit—but yet without the skill and
tactics of the Battlemages, they are highly vulnerable to magical attack.

Many nations, factions, and even guilds have their own elite unit of arcane casters trained
specifically in the tactics of warfare. They counter enemy spells before they can reek havoc on
the unprotected masses of troops while at the same time launching volleys of their own
destructive energies into enemy hordes. Before battle they chain together their energies to imbue
great powers within a single individual. In short, they provide the magic to support the might.

Many races produce excellent battle mages. Of particular note are those of the drow, who often
lead thousands of slave troops and drow warriors into combat. The Blood War is replete with
Battlemages directing mercenary and fiendish hordes against one another. Most significant
political factions in the world have their own squadron of Battlemages.

Battlemages tend to start their careers as evokers or even fighters. They are full-fledged casters,
however, and rarely attack with melee weapons, though they are usually able to wear light armor.

Requirements:
To qualify to become a Battlemage, the character must meet the following guidelines:
Feats: Combat Casting, Improved Counterspell, Spell Focus (evocation)
Skills: Concentration 8 ranks, Knowledge (Military Tactics) 3 ranks, Spellcraft 8 ranks
Spellcasting: Ability to cast 3rd level arcane spells or higher, knowledge of at least two
evocation spells, at least one of which must be 3rd level or higher.

Class Abilities:
Hit Die: d4
Class Skills: Concentration, Craft, Diplomacy, Heal, Knowledge (all skills), Listen, Ride,
Scry, Spellcraft, Spot.
Skill Points at Each Level: 2 + Int modifier.
Weapon and Armor: Battlemages are proficient in simple weapons and light and
medium armor.

Level Attack Fort Ref Will Special Spellcasting

1 0 0 0 2 Armored Casting +1 existing class level
2 1 0 0 3 Delay Spell, Evocation Enhancement +2 +1 existing class level
3 1 1 1 3 Ignore Spell Failure 10% +1 existing class level
4 2 1 1 4 Mastery of Shaping 1/day +1 existing class level
5 2 1 1 4 Circle Leader, Intense Spell Critical +1 existing class level
6 3 2 2 5 Mastery of Counterspelling 1/day +1 existing class level
7 3 2 2 5 Mastery of Shaping 2/day +1 existing class level
8 4 2 2 6 Widen Spell, Evocation Enhancement +4 +1 existing class level
9 4 3 3 6 Mastery of Counterspelling 2/day +1 existing class level
10 5 3 3 7 Mastery of Shaping 3/day +1 existing class level

Class Features:
Battlemages wiled the following abilities in combat:
Armored Casting: Battlemages receive this as a bonus feat.
Circle Leader: As described in the Forgotten Realms Campaign Setting.

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 Delay Spell: Battlemages receive this as a bonus feat.
Evocation Enhancement: Add this value to the DCs and rolls to beat spell resistance
when the character uses an evocation spell. It stacks with similar abilities such as spell power or
the Spell Focus feat.
Ignore Spell Failure (Ex): Battlemages ignore the first 10% of their arcane spell failure
chance based on the armor they’re wearing. This is figured after their Armored Casting feat is
taken into account.
Intense Spell Critical (Ex): Battlemages add +2 to the DC to save versus their spell
critical threats. Additionally, severity on the chart in Spells and Magic is increased by +2.
Mastery of Counterspelling (Ex): If the character counters the opponent’s spell, it is
fully affected as if by spell turning. If the spell cannot be turned, it is simply countered normally.
This acts as the Archmage ability and can be used a number of times per day as indicated.
Mastery of Shaping (Ex): The Battlemage can alter the area and effect of spells that use
the following categories: burst, cone, cylinder, emanation, or spread. Spaces are placed in the
spell that are not effected with minimum dimensions of a 5’ cube. This acts as the Archmage
ability and can be used a number of times per day as indicated.
Spells per Day: The character gains additional spells and spell slots as if he gained a
level in his previous spellcasting class. No other benefits from the former class are gained.
Widen Spell: Battlemages receive this as a bonus feat

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Blade
Whirring swords, stunning footwork, and masterful movements are the stuff of legend. Magic is
often impressive, but most commoners (and even adventurers) are still awed when a warrior
twirls a massive sword about her head as if it
weighed little more than a dagger. This power
of performance defines those known as
blades.

Blades most often care little about actual skill;

like bards, they are more concerned with
entertaining (or manipulating) an audience
towards a desired effect. Nevertheless, they
are skilled combatants, perhaps even greater
than true warriors, as perception often defines
reality—and Blades are the masters of
perception.

Requirements:
To qualify to become a Blade, the character must meet the following guidelines:
Alignment: any nonlawful
Skills: Perform (Dance) 7 ranks, Intimidate 7 ranks
Abilities: Charisma 13+, Dexterity 13+
Base attack bonus: +3 or higher

Class Abilities:
Hit Die: d6
Class Skills: Appraise, Balance, Bluff, Climb, Craft, Disguise, Gather Information, Hide,
Intimidate, Jump, Listen, Move Silently, Perform, Sense Motive, Spot, Tumble.
Skill points: Each level: 4 + Int modifier
Weapon and Armor: Blades are proficient in all simple and martial weapons, all light
and medium armor, and even small shields. A blade wearing heavy armor cannot use any of her
special abilities.

Level Attack Fort Ref Will Special

1 1 2 2 0 Intimidate
2 2 3 3 0 Offensive spin
3 3 3 3 1 Offensive spin 2/day
4 4 4 4 1 Defensive spin
5 5 4 4 1 Offensive spin 3/day, Whirlwind Attack
6 6 5 5 2 Defensive spin 2/day
7 7 5 5 2 Offensive spin 4/day
8 8 6 6 2 Defensive spin 3/day
9 9 6 6 3 Offensive spin 5/day
10 10 7 7 3 Defensive spin 4/day, Greater Whirlwind Attack

Class Features:
The following are the features of the Blade class:

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 Intimidate (Su): At 1st level, the blade can go into a dance before combat to frighten her
enemies. In effect, she may make an intimidate check with a bonus equal to her blade level. The
DC is typically 10 + the target’s hit dice, though situational modifiers may apply. The blade
often convinces enemies to retreat with this action, as if her roll succeeds, she imposes a –2
penalty on attacks, saves, checks, and damage rolls made by her enemies for two rounds per
blade level. Creatures immune to intimidation (mind-affecting abilities) are unaffected by this
ability. Conversely, the blade can use the ability to inspire her own companions, granting them a
+2 morale bonus on the same actions. The blade cannot employ both uses simultaneously.
Dancing in this manner is a full-round action that does not provoke attacks of opportunity.
Offensive Spin (Ex): At 2nd level, the blade can fall into a calculated offensive “dance”
that often catches even skilled warriors off-guard. She gains an extra attack with each weapon at
a –5 penalty from her full bonus (which may give a negative attack). With each hit, the blade
inflicts maximum damage upon her target. The spin lasts 3 rounds + 1 round per level of the
blade. During this time, the blade suffers an AC penalty of 4 and can do nothing but attack or
move. A spin is started as a free action and can be ended at any time in the same way. The blade
can perform an offensive spin once a day for every odd level (of blade).
Defensive Spin (Ex): At 4th level, the blade has mastered her footwork to sufficiently
perform a dance that makes her all but invulnerable to melee attacks. She may add her current hit
dice total to her AC for the duration of the spin (3 rounds +1 per blade level). During this time,
however, the blade cannot move, attack, or cast spells. She simply twirls about fantastically,
awing his foes with her skill. The blade can perform this spin once a day at first, but gains
additional spins as she levels.
Whirlwind Attack (Ex): The blade receives this ability at 6th level, and it functions as
per the feat. This may be combined with an offensive spin to produce highly damaging results.
She need not have the prerequisites normally associated with this feat.
Greater Whirlwind Attack (Ex): As a normal whirlwind, but the blade is able to make a
normal move at base speed while spinning, hitting everyone within reach one time as she does
so. This is a full-round action.

Blood Warrior
Across the Prime, wars rage. Casualties pour in by the thousands, sometimes the tens of
thousands. Prolonged wars may even see the deaths of millions. The land itself seems to bleed,
and the rivers and streams turn red and foul.

Compared to the Blood War, this is Elysium. Every day countless millions are lost in this
struggle whose direct battleground rarely leaves the Lower Planes and yet whose trace can be
found even in the pristine Halls of Order in Mount Celestia. All manner of fiends hire and recruit
mortal servants for use as fodder in The War, and few live past their first battle. There are some,
however—either hardened mercenaries or stoic slaves—that managed to carry on through the
slaughter, leading armies of their peers into endless battles whose accomplishments are forgotten
the next day when more of the infinite fiends rise anew. These are the Blood Warriors, elite men
and women fighting for their lives every day across vast gray deserts of the Gray Waste of
Hades.

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Mere foot soldiers do not become Blood Warriors; they die too quickly. A character with any
levels in this class has probably survived many epic battles and now commands significant
portions of massive armies into battle. The greatest become generals and command even fiends
into the heart of war.

Requirements:
In order to become a Blood Warrior, a character must meet the following requirements:
Base Attack Bonus: +10
Abilities: Charisma 13+, Intelligence 13+
Skills: Knowledge (Blood War) 4 ranks, Knowledge (Military Tactics) 4 ranks
Feats: Leadership
Alignment: Any non-good.
Special: Must have served in the Blood War for at least one year.

Class Abilities:
Hit Die: d10
Class Skills: Diplomacy, Jump, Knowledge (Blood War), Knowledge (Military Tactics),
Listen, Ride, Spot.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Blood Warriors gain no proficiency in weapons or armor.

Level Attack Fort Ref Will Special Ability

1 1 2 0 2 Fiendish Insight
2 2 3 0 3 Dark Pact
3 3 3 1 3 Fiendish Tactics
4 4 4 1 4 Logistics
5 5 4 1 4 Evolution of Hell

Class Features:
The following are the features of the Blood Warrior class:
Fiendish Insight (Ex): The character gains an instinctual understanding of Lower Planar
psychology and can better understand fiends in battle. In any conflict with fiends, the Blood
Warrior adds +2 to all her initiative, attack, and damage rolls.
Dark Pact (Sp): As the character continues to lead her forces to victory, Dark Powers
within the Lower Planes take notice of this champion. In order to further the War’s cause, the
Power imbues upon the character the following spell-like abilities, usable 1/day—detect magic,
bless, aid, and doom.
Fiendish Tactics (Ex): At some point in her career, the Blood Warrior comes to the point
where she intimately grasps the modern tactics of The War and can apply them to all large
battles across the Planes—often with remarkable results. Any army (50+ combatants) fighting
with the Blood Warrior gains a +1 bonus on all attack, damage, initiative, and saving throw rolls
for the duration of any large-scale battle. In addition, the mere presence of the Blood Warrior
adds a +5 morale bonus against fear and fear-like effects.
Logistics (Ex): Having witnesses battles between forces outnumbering the populations
on entire worlds, the Blood Warrior has gained an instinctual knowledge of all concerns involved
in moving an army—supply routes, messages, morale, etc. Because of this, any army in the
presence of a Blood Warrior increases its daily movement by 20%. In addition, the army’s

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coordination and efficiency in battle is honed; each time initiative is rolled when the character is
accompanied by 50 or more allies, the die may be rolled twice, taking the more advantageous of
rolls.
Evolution of Hell (Ex): As the character grows more adept and dealing with fiends in
their native territory, she begins to resist their most deadly attacks. Blood Warriors gain a
permanent inherent resistance of 5 versus all energy attacks and a +4 on all saves versus poisons.

Charlatan
The art of the con—it is a technique that’s been perfected over the millennia by knights-of-the-
post everywhere. To some spies, however, it isn’t just a matter of snagging some garnish but
rather staying alive when in hostile territory. Charlatans use their wits, spells, and unique
abilities to effectively mimic the actions of others and gain information others would find
unattainable.

All Charlatans have been bards at some time in their careers, and they continue progressing
along the bard casting chart. Additionally, they can effectively fake something so well as to
make it true, proving once more the power of belief in the Planes.

Requirements:
In order to become a Charlatan, a character must meet the following requirements:
Base Attack Bonus: +5
Abilities: Bardic music
Feats: Charlatan
Skills: Bluff 10 ranks, Disguise 10 ranks, Perform (any)10 ranks.

Class Abilities:
Hit Die: d6
Class Skills: Alchemy, Appraise, Balance, Climb, Concentration, Craft, Decipher Script,
Diplomacy, Disguise, Escape Artist, Gather Information, Hide, Intimidate, Jump,
Knowledge (all skills), Listen, Move Silently, Perform, Pick Pocket, Profession, Scry,
Sense Motive, Speak Language, Spellcraft, Spot, Swim, Tumble, Use Magic Device.
Skill points: Each level: 4 + Int modifier
Weapon and Armor: Charlatans receive no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Ability Spells per Day
1 0 0 2 2 Art of the Con (Skills) +1 bard level
2 1 0 3 3 Skill Focus: Perform +1 bard level
3 2 1 3 3 Art of the Con (Proficiency) +1 bard level
4 3 1 4 4 Bonus Feat: +1 bard level
5 3 1 4 4 Art of the Con (Extraordinary) +1 bard level
6 4 2 5 5 Skill Focus: Bluff +1 bard level
7 5 2 5 5 Art of the Con (Spell-like) +1 bard level
8 6 2 6 6 Bonus Feat: Persuasive +1 bard level
9 6 3 6 6 Art of the Con (Supernatural) +1 bard level
10 7 3 7 7 Skill Focus: Disguise +1 bard level

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Class Features:
The following are the features of the Charlatan class:
Art of the Con: This ability is the culmination of the Charlatan’s skills. It allows them to
so convincingly “fake” the abilities of other classes as to gain the abilities themselves. They can
make one emulation attempt per day for each type of ability faked.
Skills: The Charlatan can attempt to imitate a skill possessed exclusively by
another class (such as Disable Device). She can substitute her Perform check for
the skill in question.
Proficiency: The character can attempt to act as if she knows how to wear armor
or wield a weapon with proficiency even if she does not. The Perform check has a
DC of 20. If successful, the character can use the weapon or armor without
penalty for 10 minutes per level.
Extraordinary Ability: The Charlatan can emulate any extraordinary ability
possessed by a creature of her hit dice or less. The Perform DC is 25. She can do
this reflexively, such as performing an improved evasion upon being stricken by a
fireball.
Spell-like Ability: The Charlatan can emulate any spell-like ability possessed by a
creature of her hit dice or less. If the spell has an XP cost, she must pay it. The
Perform DC is 30.
Supernatural Ability: The Charlatan can emulate any supernatural ability
possessed by a creature of her hit dice or less. The Perform DC is 35, and the
supernatural ability can be maintained for up to a minute a level (if it is a constant
effect).
Skill Focus: The Charlatan gains the Skill Focus feat for the listed skills. With the
campaign variant in place, this grants a +3 bonus to the skill. If she already had this feat
previously, the effects stack. She cannot take it a 3rd time.
Bonus Feat: The Charlatan gains the listed feat for free if she did not already have it.
Spell per Day: The character continues gaining spells as if she gained a level as a bard.
No other special abilities from the bard class are gained.

Knight-Executor of Gith
They are the chosen of the githyanki, the warriors who lead armies of the empire into battle.
Both their psychic energies and bodies are strong, but what boosts them above the other mortal
races are the gifts of Gith—their innate spell-like powers. The Knight-Executors of Gith study
and perfect these energies to mold them into highly efficient combat weapons.

Nearly all Knight-Executors are psychic warriors, though it is possible for a standard psion to
have taken fighter levels to qualify as well. They work well alone, as they can strike with a melee
weapon even from incredible range, but in numbers they are truly devastating. Many githyanki
armies never need to get close to their foes, choosing instead to obliterate them from afar with
weapons propelled only by their minds.

The Knight-Executors hold high military standing. Usually level plays a determining factor in
rank, as most of the githyanki psychic warriors eventually take this class. Once all ten levels in

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this class have been taken, most prepare for sacrifice to the lich queen, as they draw very close to
the death that is 17th level.

Requirements:
To qualify to become a Knight-Executor of Gith the character must meet the following
guidelines:
Race: Githyanki
Feats: Exotic Weapon Proficiency (silver sword, any variety), Weapon Specialization
(silver sword, any variety)
Skills: Knowledge (Astral) 3 ranks, Knowledge (Military Tactics) 3 ranks.
Psionics: At least 11 power points/day
Special: Appointment by a higher-ranking githyanki.

Class Abilities:
Hit Die: d8
Class Skills: Autohypnosis, Concentration, Knowledge (Astral), Knowledge (Military
Tactics), Stabilize Self, Tumble, Use Psionic Device
Skill Points at Each Level: 2 + Int modifier.
Weapon and Armor: Knight-Executors gain no proficiency in armor or weapons.

Level Attack Fort Ref Will Special Spellcasting

1 0 2 0 2 Telekinetic weapon +1 manifester level
2 1 3 0 3 Gith’s blessing +1 +1 manifester level
3 2 3 1 3 Quicken Spell-like Ability +1 manifester level
4 3 4 1 4 Gith’s blessing +2 +1 manifester level
5 3 4 1 4 Greater mind thrust +1 manifester level
6 4 5 2 5 Gith’s blessing +3 +1 manifester level
7 5 5 2 5 Maximize Spell-like Ability +1 manifester level
8 6 6 2 6 Gith’s blessing +4 +1 manifester level
9 6 6 3 6 Clairvoyant anticipation +1 manifester level
10 7 7 3 7 Gith’s blessing +5 +1 manifester level

Class Features:
The following are the class features of the Knight-Executors of Gith:
Telekinetic Weapon (Su): The githyanki can use his telekinesis ability to wield any
weapon he is proficient with just as if he were wielding it in his own hands so long as it remains
within range of the power. He uses his Con modifier for purposes of determining attack and
damage bonuses. He can wield up to two weapons at a time in this manner, suffering the normal
penalties for doing so. Only one two-handed weapon can be wielded (unless the character has
Monkey Grip), but it gains one and a half times the Con modifier for damage as normal. So long
as he manifests telekinesis, the character merely needs to concentrate to maintain it and can take
a full-attack action as normal. Normally, only one one-handed weapon can be controlled in this
manner.
Gith’s Blessing (Ex): The character’s innate spell-like powers are more difficult to
defend against. Add this value to the DC for all of these powers (including attack modes). They
do not stack, but instead supersede each other.
Quicken Spell-like Ability: As per the feat.

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 Greater Mind Thrust (Sp): When the character manifests his normal mind thrust as a
spell-like ability, the nonpsionic buffer is eliminated. Treat the DC against nonpsionic creatures
as 10 + Cha modifier. Also, the Gith’s blessing ability adds to this number. Mind thrust still
stuns these characters for 1d2 rounds. The capability of this power versus psionic creatures
remains unchanged.
Maximize Spell-like Ability: As per the feat.
Clairvoyant Anticipation (Su): The character has trained herself to use his innate
clairaudience/clairvoyance power such that he anticipates danger before it actually happens. He
acts as if he had heightened danger sense manifested upon him at all times.

Planar Bounty Hunter

There is a time when the debt must be paid. There is a time when a fugitive runs out of options.
There is a time when hiding across the Planes is simply not enough. The Planar Bounty Hunter is
a special kind of mercenary, one hired for his skill and persistence at tracking even the most
difficult prey across the very fringes of existence. They are hired out by any number of
organizations to track down one target or sometimes an entire group of targets, and they use a
unique blend of magic and skill to trap and contain creatures of all kinds.

The most common class to pick up the hunter’s trade are rogues, and in fact some degree of the
silent arts are required to take this prestige class. Bounty hunters tend to rely on their wits to find
their prey and then their training (magical and physical) to apprehend him, and thusly some of
them have previous magical or warrior training. Bounty hunters are found across the Planes,
usually learning the skills from an older instructor.

Hunters can fill multiple roles. Some specialize in laying traps where they know their quarry will
come, while others are more proactive, moving out to directly apprehend the victim. In any case,
their non-lethal methods are often more intimidating than direct force, especially if the one
holding the contract is a menacing figure. This class is popular amongst members of the Free
League, the Fated, and sometimes the Mercykillers.

Requirements:
To qualify to become a Planar Bounty Hunter the character must meet the following guidelines:
Base Attack Bonus: +4
Feats: Shadow
Skills: Craft (trapmaking) 5 ranks, Disguise 5 ranks, Gather Information 5 ranks, Hide 5
ranks, Move Silently 5 ranks.
Special: Sneak attack at least +2d6

Class Abilities:
Hit Die: d8
Class Skills: Balance, Bluff, Climb, Craft, Disguise, Gather Information, Hide,
Intimidate, Jump, Listen, Move Silently, Pick Pocket, Read Lips, Sense Motive,
Spellcraft, Spot, Swim, Tumble, Use Magic Device, Use Rope.
Skill Points at Each Level: 4 + Int modifier

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 Weapon and Armor: Planar Bounty Hunters are proficient in all simple and martial
weapons and all light and medium armor.

Level Attack Fort Ref Will Special

1 0 2 2 0 Sneak attack +1d6, Hamstring, evasion
2 1 3 3 0 Seize and Capture I
3 2 3 3 1 Sneak attack +2d6, Poison Craft
4 3 4 4 1 Block Escape I
5 3 4 4 1 Sneak attack +3d6, improved evasion
6 4 5 5 2 Seize and Capture II
7 5 5 5 2 Sneak attack +4d6, Trapmaster
8 6 6 6 2 Block Escape II
9 6 6 6 3 Sneak attack +5d6, paralyzing strike
10 7 7 7 3 Seize and Capture III

Class Features:
The following are the features of the Planar Bounty Hunter prestige class:
Sneak attack (Ex): As the rogue ability. Existing sneak attack damage is added to this
value.
Hamstring: As the feat.
Evasion (Ex): As the rogue ability if the character did not already have it.
Seize and Capture (Sp): The bounty hunter usually tries to apprehend his quarry without
significant damage, and thusly tries to incapacitate them rather than kill them. At 2nd level, the
character can cast hold person 1/day. At 6th level, he can cast bands of Sirellyn 1/day. At 10th
level, the bounty hunter can cast forcecage 1/day. These spell-like abilities have DC 10 + bounty
hunter level + Cha modifier.
Improved Evasion (Ex): As the rogue ability.
Poison Craft: As the feat.
Block Escape (Sp): Understanding that many targets would rather flee than confront
him, the bounty hunter often turns to magic to seal off any chance of escape. At 4th level, he can
cast dimensional anchor 1/day, and at 8th level he can cast seal portal 1/day. These spell-like
abilities have DC 10 + bounty hunter level + Cha modifier.
Trapmaster: As the feat.
Paralyzing Strike (Ex): Instead of dealing normal damage, the bounty hunter sometimes
wants to use his sneak attack to neutralize his foes. He may substitute a sneak attack for one
strike per round and instead paralyzes his foe. The target receives a Fortitude save DC 10 +
bounty hunter level + Int modifier or he is paralyzed for 1d6 rounds +1 round/level of the bounty
hunter. If the target saves, he instead takes sneak attack damage as normal.

Psion Master
In the world of the mind, there are those that merely tap into the Gift for spurts of power and
insight. Most are unable to completely channel the energies of there own mind, and many fall
victim to insanity while trying. Still others embrace the natural darkness of the psyche and allow
their own mind to corrupt their soul, bringing great power but also ineffable damnation.

Standing as masters over the mental realm are the Psion Masters. With access to abilities and
psychic lore beyond the likes of which most lesser manifesters could even imagine, they quickly

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become quite powerful. Only those who already have considerable psychic potential may
become psion masters.

Requirements:
Skills: Knowledge (psionics) 15 ranks, Psicraft 15 ranks
Manifesting: Ability to manifest 7th level powers
Feats: Power Focus (character’s primary discipline), any other metapsionic feat

Class Abilities:
Hit Die: d4
Class Skills: As psion (character’s primary discipline)
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Psion master’s gain no proficiency in any armor or weapons.

Level Attack Fort Ref Will Special Powers Discovered

1 0 0 0 2 Psicraft mastery +1 existing class level
2 1 0 0 3 Psicraft mastery +1 existing class level
3 1 1 1 3 Psicraft mastery +1 existing class level
4 2 1 1 4 Psicraft mastery +1 existing class level
5 2 1 1 4 Psicraft mastery +1 existing class level

Class Features:
Psion masters unlock secrets of the psyche unknown to those who do not understand the Gift. In
order to unlock these abilities, however, they must sacrifice a part of their own mental reserve
and power. The path to mental perfection is difficult, but rewarding. Psion Masters choose one of
these abilities at each level.
Mental Reach (Ex): The psion can make a touch attack spell from a distance of 30’ as a
ranged touch attack. If taken twice, the range increases to 60’. This ability burns out 9 power
points permanently each time it is taken.
Discipline Focus (Ex): The character may augment the potency of the powers from his
primary discipline, adding +2 to the save DC for all powers. This is cumulative with power focus
and greater power focus. This ability burns out 11 power points permanently.
Gift Mastery +1 (Ex): The psion increases the save DC versus all his powers by +1. In
addition, he gains a +1 bonus against checks to overcome power resistance. This ability can only
be selected once, and it is cumulative with other feats and abilities. It burns out 5 power points
permanently.
Gift Mastery +2 (Ex): The psion increases the save DC versus all his powers by +2. In
addition, he gains a +2 bonus against checks to overcome power resistance. This ability can only
be selected once, and it is cumulative with other feats and abilities. It burns out 9 power points
permanently.
Gift Mastery +3 (Ex): The psion increases the save DC versus all his powers by +3. In
addition, he gains a +3 bonus against checks to overcome power resistance. This ability can only
be selected once, and it is cumulative with other feats and abilities. It burns out 13 power points
permanently.
Psychic Knowledge (Ex): The character unlocks another region of his psyche and
discovers an additional power. He may discover any power he can successfully manifest. This
can be taken multiple times, with each use going to a new discovered power.

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Psychic Assassin
Deep within the shadows, invisible to eye and magic, lurks one of the agents of the vile group
called the Mistral. Like a psychic warrior, the agent has trained
herself to use both body and mind in order to discover the perfect
harmony in martial combat. The psychic assassin, however, realizes
the value of stealth and subterfuge—and understands how deadly
they can be in combination.

Psychic assassins are typically members of a guild or sect similar to

the Mistral, a dark organization bent on the psychic conquest of
lesser beings. They are trained killers, and are most often used to
target powerful spellcasters because of the nature of their abilities.
Most start out their careers as psychic warriors, then hone their
abilities on striking from the shadows. In a toe-to-toe fight, the
psychic assassin will find herself at a disadvantage—much like a
rogue. When attacking from concealment, however, many
opponents will never even get the opportunity to defend themselves.

Requirements:
Skills: Disguise 2 ranks, Move Silently 3 ranks, Hide 3 ranks.
Feats: Hide Power (any), Weapon Specialization (any).
Special Abilities: Sneak attack +1d6
Base power points a day: 11+

Class Abilities:
Hit Die: d6
Class Skills: Appraise, Autohypnosis, Bluff, Climb, Concentration, Craft, Disable
Device, Disguise, Escape Artist, Gather Information, Hide, Innuendo, Intimidate, Jump,
Knowledge (psionics), Listen, Move Silently, Open Lock, Pick Pocket, Read Lips,
Search, Sense Motive, Spot, Stabilize Self, Swim, Tumble, Use Psionic Device.
Skill points: Each level: 4 + Int modifier
Weapon and Armor: Psychic gain no proficiency in weapons or armor.

Level Attack Fort Ref Will Special Powers Discovered

1 0 0 2 0 Sneak attack +1d6 +1 existing class level
2 1 0 3 0 Special ability +1 existing class level
3 2 1 3 1 Sneak attack +2d6 +1 existing class level
4 3 1 4 1 Special ability +1 existing class level
5 3 1 4 1 Sneak attack +3d6 +1 existing class level
6 4 2 5 2 Special ability +1 existing class level
7 5 2 5 2 Sneak attack +4d6 +1 existing class level
8 6 2 6 2 Special ability +1 existing class level
9 6 3 6 3 Sneak attack +5d6 +1 existing class level
10 7 3 7 3 Special ability +1 existing class level

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Class Features:
Psychic assassins draw their special abilities from this pool, and they can be used so long as the
character has at least 1 power point remaining:
Burst of speed (Sp): As a free action, the psychic assassin can effectively haste herself
for one round per assassin level, granting an extra partial action each round and a +4 AC bonus.
This can be used once a day per selection of this ability, and it can be negated normally.
Cloak of shadows (Su): As a free action, the character can surround a 20’ by 20’ area in
complete darkness that she and only she can see through. The darkness lasts only one round, but
it allows the assassin to hide, make a sneak attack, or otherwise act in that surprise round with
little hindrance. This power can be used once a day each time it is taken. Darkvision and the like
have no effect on this darkness. It cannot be dispelled.
Death attack (Ex): The character gains the Death Attack feat even if she does not
otherwise qualify for it.
Nondetection (Su): Psychic assassins gain the ability to avoid being detected through
divinations, both magical and psionic. This functions as the psionic power cast at the character’s
level, except that the caster check always fails to penetrate this shroud. It is a constant effect that
cannot be dispelled, though it can be suppressed as normal.
Resistance (Sp): As a free action, the assassin can mentally toughen her body and grant
herself a natural resistance of 15 versus all elemental attacks. This lasts for one round per
assassin level and can be used once per day per selection of the ability. It can be negated
normally.
Power Discovered: Psychic assassins continue to gain powers in their previous class.
They gain no other special ability from leveling in this class. Psychic assassins can also add the
following powers to their list if they do not already have access to them:
1st—control light, create sound, spider climb, empathy, lesser mindlink.
2nd—clairaudience/clairvoyance, chameleon, detect thoughts, death feint, knock,
invisibility, silence shell.
3rd—control sound, false sensory input, psychic phantoms.
4th—amplified invisibility, lethal strike, tailor memory.
5th—metamorphosis, steal thoughts.
6th—aura alteration.

Shadow Warrior
Unarmed and unarmored, the dark figure strikes with silent lethality, surprising foes with a quick
assault that uses both fist and dagger. She heeds no spiritual call and spends no time in a
Monastery, yet she fights with an unarmed skill rivaling that of the monk. She is the Shadow
Warrior, a fighter trained in the arts of stealth, surprise, and unarmed attack.

Humans are the most common Shadow Warriors. Such individuals tend to cluster themselves in
closed organizations selling out their warriors as powerful mercenaries or assassins. They are
fighters who choose the more subtle weapon of the fist or foot and who prefer to train their body
to absorb or deflect damage rather than burden it with heavy armor. They often use their
Disguise skill to mask their true capabilities, then swiftly attack and incapacitate their foes.

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Shadow Warriors tend not to be leaders or general, but instead bodyguards or personal assassins
for the former. Monks often disdain Shadow Warriors, believing they are missing the point of
spiritual enlightenment.

Requirements:
In order to become a Shadow Warrior, a character must meet the following requirements:
Base Attack Bonus: +4
Abilities: evasion
Alignment: Any nonchaotic
Feats: Improved Unarmed Strike, Quick-Draw, Weapon Focus (unarmed)
Skills: Balance 3 ranks, Bluff 5 ranks, Disguise 5 ranks, Hide 5 ranks, Move Silently 5
ranks

Class Abilities:
Hit Die: d8
Class Skills: Balance, Bluff, Climb, Craft, Disguise, Escape Artist, Gather Information,
Hide, Intimidate, Jump, Listen, Move Silently, Sense Motive, Spot, Swim, Tumble.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Shadow Warriors gain proficiency in all simple and martial
weapons but no form of armor or shields.

Level Attack Fort Ref Will Special Ability

1 1 2 2 0 Sneak attack +1d6, unarmed damage 1d6
2 2 3 3 0 Improvised weapons, Quicker-than-the-Eye
3 3 3 3 1 Sneak attack +2d6, unarmed damage 1d8
4 4 4 4 1 Unarmed specialization, Prone attack
5 5 4 4 1 Sneak attack +3d6, unarmed damage 1d10
6 6 5 5 2 Flick-of-the-Wrist, Improved evasion
7 7 5 5 2 Sneak attack +4d6, unarmed damage 1d12
8 8 6 6 2 Instant stand, Deflect attack
9 9 6 6 3 Sneak attack +5d6, unarmed damage 1d20
10 10 7 7 3 Pain touch

Class Features:
The following are the features of the Shadow Warrior class:
Base Attack Bonus: Unlike a monk, the Shadow Warrior does not gain more
advantageous secondary attacks. This value is not added to any previous unarmed attack bonus if
such a thing was present.
Sneak attack (Ex): As the rogue ability.
Unarmed Damage (Ex): Small-sized Shadow Warriors use the table on page 39 of the
Player’s Handbook accordingly. The character either uses this value or a better one if she had
previous monk levels.
Improvised Weapons (Ex): The Shadow Warrior can use furniture, farm implements, or
nearly anything else to attack her foes. Ale mugs, chair legs, ladders, or whatever else can be
used so long as they can be wielded in one or two hands reasonably by a character of her size.
Regardless of the weapon, they inflict 1d6 points of damage and use the more favorable attacks
per round granted by the unarmed attack bonus. Items may grant reach (like a ladder) or
improved chance to disarm (like a chair) based upon multiple protrusions.

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 Quicker-than-the-Eye: The character gains this feat even if she does not meet the
prerequisites for it.
Unarmed Specialization: The character may take the Weapon Specialization feat for
unarmed combat. This specialization bonus only applies if the character is wearing light armor or
no armor.
Prone Attack: The character gains this feat even if she does not otherwise meet the
prerequisites for it.
Flick-of-the-Wrist: The character gains this feat even if she does not meet the
prerequisites for it.
Improved Evasion (Ex): As the rogue ability.
Deflect attack (Ex): Once per round when the character would be hit in melee and she is
aware of the attack, she may make an opposed attack roll. If successful, she blocks the attack.
She must have at least one appendage, be it hand or foot, unarmed and able to execute this block.
This ability only functions if the character is wearing light armor or no armor.
Instant Stand (Ex): The Shadow Warrior has trained her muscles to immediately spring
her back to her feet if she is tripped or knocked down. Effectively, trips and knockdowns no
longer effect her, as she immediately jumps back to her feet as a free action even if it is not her
turn. She can opt to remain prone if she so chooses.
Pain Touch (Ex): The Shadow Warrior’s training includes learning the vulnerable
regions of each creature and knowing where to strike them. On one of her normal unarmed
attacks against any foe, she may take a -4 penalty to hit and strike a vital pressure point. If the hit
is successful, the victim suffers intense pain and receives a -2 penalty to attacks, damage, and
saving throws for 1 minute unless he makes a Fortitude save DC 10 + ½ character level + Int
modifier. This attack can be attempted at will, though multiple hits against one creature do not
stack. Creatures immune to critical hits are also immune to this effect.

Skald
Warrior-poet, Tribal historian, warrior magician—all these describe the Skald. She is a proud
warrior who fights alongside the barbaric warriors of the northern lands, singing their songs of
heroism and praising their deeds of glory.

The Skald fulfills any number of functions within the tribe. Along with the shaman, she provides
magical insight and intuition. Her powers do not tend to be flashy, however, and her mind-
influencing magic is better sorted to rooting out tribal traitors, augmenting the strength of her
allies, and confusing enemies. The Skald has a powerful war chant she sings before battle to
inspire the troops to fight beyond their normal limits and crush their enemies. And when the
battle is done, it is the Skald that records the histories for future generations.

Skald’s are a powerful force in barbarian cultures. While they are rarely chieftains, Skald’s still
gain the ear of leaders due to their historical knowledge (and ability to write that history) as well
as their diplomatic skill and knowledge of the world. They often gain large personal followings
within the tribe.

Requirements:
To qualify to become a Skald the character must meet the following guidelines:
Abilities: Strength 13+, Charisma 14+

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 Skills: Knowledge (Local - Tribal Lore) +7, Perform (any) +7
Feats: Armored Casting
Special: Ability to Rage at least 1/day, Bardic Music
Spellcasting: Ability to cast 1st level arcane spells.

Class Abilities:
Hit Die: d8
Class Skills: Alchemy, Appraise, Balance, Bluff, Climb, Concentration, Craft, Decipher
Script, Diplomacy, Disguise, Escape Artist, Gather Information, Handle Animal, Heal,
Hide, Intimidate, Intuit Direction, Knowledge (all skills), Listen, Move Silently, Perform,
Pick Pocket, Scry, Sense Motive, Speak Language, Spellcraft, Swim, Tumble, Use Magic
Device, Wilderness Lore.
Skill Points at Each Level: 6 + Int modifier.
Weapon and Armor: Skalds gain no proficiency in weapons or armor.

Level Attack Fort Ref Will Special Spellcasting

1 0 2 0 2 Bardic knowledge, war chant 1/day
2 1 3 0 3 Rage 1/day +1 level of bard
3 2 3 1 3 Imbue tribal strength, Uncanny dodge (Dex to AC) +1 level of bard
4 3 4 1 4 War chant 2/day +1 level of bard
5 3 4 1 4 Bonus feat
6 4 5 2 5 Rage 2/day +1 level of bard
7 5 5 2 5 War chant 3/day, Uncanny dodge (can’t be flanked) +1 level of bard
8 6 6 2 6 Damage reduction 1/- +1 level of bard
9 6 6 3 6 Bonus feat
10 7 7 3 7 Rage 3/day, war chant 4/day +1 level of bard

Class Features:
The following are the features of the Skald class:
Bardic Knowledge: A Skald may add any previous bard and Skald levels together in
order to determine her bardic knowledge check.
Bonus Feat: The Skald may take any fighter or wizard bonus feat.
Damage Reduction (Su): As the barbarian ability. It stacks with previous class bonuses
if applicable.
Imbue Tribal Strength (Sp): Upon touch, the Skald can impart great power upon
members of her tribe. Targets receive a +6 enhancement bonus to strength and constitution that
lasts for one hour. This ability can be used 3/day.
Rage (Ex): As the barbarian ability, usable a number of times per day indicated above.
She may add previous rages to those listed above. A raging bard cannot initiate any new bardic
music or begin a war chant, though the effects of one already started linger on as normal.
Uncanny Dodge (Ex): As the barbarian ability.
War Chant (Sp): Before battle, a Skald can begin a slow, rhythmic chant that stirs the
blood and boils the spirit. The Skald and all allies within 30’ gain 2d10 temporary hit points and
a +2 morale bonus on attack and damage rolls. She must maintain the chant for at least one
minute, at which point the effects remain for one minute per Skald level even when she stops the
chant. Additionally, any ally affected by the chant can rage for twice his normal maximum
(including the Skald). At 4th level, the chant grants a +2 morale bonus on initiative rolls and an
additional 1d10 temporary hit points. At 7th level, the chant grants all affected allies a spell

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resistance equal to 15 + the Skald’s level. And at 10th level, the chant begins to adversely affect
enemies. Enemy troops attacking one affected by the chant receive a -2 morale penalty to their
attack and damage rolls. The abilities listed above are cumulative. This is a mind-affecting, spell-
like ability.
Spells per day: The Skald continues gaining spells as if she gained a level in the bard
class at the above levels.

Zerth
Zerths are those that protect the githzerai from all threats, both to the body and the spirit. They
are the chosen champions of the githzerai people, often leaving their homes to hunt down
enemies before they can reach the hidden monastic fortresses of their people.

Zerths combine the physical training of a warrior, the spiritual training of the monk, and the
mental training of the psion into a lethal fighting force. They are often somber (even for a
githzerai) and dedicated only to the protection of their people. They most often work alone, but
sometimes groups travel together if the enemy is fierce and/or numerous. They do not join
Rrakkma bands, but instead work independently.

This book assumes that characters are using the githzerai description from the Psionics
Handbook. While zerths are listed as “multiclass githzerai,” this is only partially true. Most are
multi-classed only briefly at low-level as psions and monks, but then continue to advance as
zerths. Other githzerai follow standard guidelines.

Requirements:
Base Power Points/Day: 4
Base Attack Bonus: +3
Feats: Stunning Fist
Alignment: any lawful
Race: Githzerai
Special: Must be admitted into the ranks by local githzerai leaders.

Class Abilities:
Hit Die: d8
Class Skills: Autohypnosis, Balance, Climb, Concentration, Jump, Listen, Knowledge
(Planes), Knowledge (Limbo), Sense Motive, Stabilize Self, Swim, Tumble.
Skill points: Each level: 2 + Int modifier
Weapon and Armor: Zerths gain proficiency in all simple and martial melee weapons
and light armor, but not shields.

Level Attack Fort Ref Will Special Powers Discovered

1 0 2 0 2 Armor and blade of Zerthimon
2 1 3 0 3 Imbed Power +1 existing class level
3 2 3 1 3 Stunning strike +1 existing class level
4 3 4 1 4 +1 existing class level
5 3 4 1 4 Body Fuel
6 4 5 2 5 Purity of body +1 existing class level

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 7 5 5 2 5 Two Skies +1 existing class level
8 6 6 2 6 +1 existing class level
9 6 6 3 6 Extra Power
10 7 7 3 7 Song of the Karach +1 existing class level

Class Features:
Base Attack Bonus: The Zerth may add this bonus to his standard unarmed attack bonus
if he possesses one. In any case, he cannot make more than 5 unarmed attacks in a single round.
Many Zerth, however, use their karach blade as an off-hand weapon to gain an additional attack.
Armor and Blade of Zerthimon: Upon becoming a Zerth, the character is given two
items to symbolize his ties to the githzerai community. The first is a psychic blade of his
preferred melee weapon, usually created by a relative or close friend of the character. The second
is a suit of Zerth armor customized for the character, usually created by the same individual. He
can wield weapons other than his Zerth blade but is loathe to do so. It can be upgraded, however,
and this is fairly common. His Zerth armor, however, remains a part of him forever and cannot
be substituted. If it is destroyed, he must return home and seek a new suit or make one himself.
These are the ceremonial items of a Zerth and identify him as such. If he should ever forsake the
ways of the Zerth, the sword and armor become useless.
Bonus Feats: The character gains the Body Fuel feat for free. At later levels, he does the
same with the Extra Power feat.
Imbed Power (Sp): The Zerth can imbed any psionic power of 3rd level or less into his
Zerth blade. This works as the Soulknife ability in the Psionics Handbook.
Purity of Body: As the monk ability.
Song of the Karach (Sp): Once per day, the Zerth can enter into a chaotic dance,
listening to the swirling energies of the karach, the chaos matter of Limbo. The dance lasts for 1
round per level, can be cancelled at any time, and grants the character an additional attack with
his Zerth blade at his highest attack bonus.
Stunning Strike: The character may use his stunning fist attack with his Zerth blade. The
will save DC is equal to 10 + ½ character’s level + wisdom modifier.
Two Skies (Ex): Upon the blasted Planes, Zerthimon told Gith there cannot be two skies.
The Githzerai people will never be enslaved again. This freedom of thought grants the Zerth
immunity to mind-affecting and compulsion effects.
Psionics: The character continues to gain powers from his previous class list. This
included powers discovered and additional power points. He gains no other bonuses from
advancing in that class.

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 Chapter Eleven:
Spells

Magic in the Planes

In order to know just how spells and the like work in the Planes, you’d best run over the Manual
of the Planes a few times. Planar travel can play hell (pun intended) with the way your caster
throws around his enchantments. That being said, the following is a list of new (or converted)
spells the campaign makes use of listed by level in alphabetical order.

First Level Spells

Defiance [Pal1]
Abjuration
Area: Aura within 10’ of the caster
Casting Time: 1 action
Components: V, S
Range: Personal
Duration: 1 round/level (D)
Saving Throw: Will negates (Harmless)
Spell Resistance: Yes (Harmless)

The caster summons a thin barrier of blue holy energy to protect he and all allies within 10’. The
aura provides a +1 deflection bonus to AC for every 2 caster levels. It stacks with other
deflection bonuses, but only up to a maximum of +5. Allies moving outside the 10’ aura lose the
protection the moment they do so.

Holy Fire [Pal1]

Evocation
Target: One creature per round
Casting Time: 1 action
Components: V, S
Range: Personal
Duration: 1 round a level (D)
Saving Throw: None
Spell Resistance: Yes

The caster is able to shoot a burst of divine energy at one opponent within 15’ per round as a free
action for the spell’s duration. The holy fire inflicts 2d6 damage. Note that fire resistance does
not apply.

Know Faction [Sor/Wiz1, Brd1]

Divination
Target: 1 creature

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Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Close
Saving Throw: None
Spell Resist: Yes

Created by an Indep wizard, this spell does exactly as its name would indicate; you can learn the
faction allegiance of any creature by casting this spell upon them. Most planars don’t twig to
having some berk of a wizard cast this spell, so spell-slingers need to beware its use.
Revolutionary League members and other individuals may be shielded against this spell.

Inflict Injury [Sor/Wiz1]

Necromancy
Target: 1 creature
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Close
Saving Throw: Fortitude negates
Spell Resist: Yes

You inflict excruciating wounds merely by pointing your finger at the desired appendage upon
your opponent. Though this attack causes no specific damage, instead it is treated as a critical hit.
You may choose whether the wound is by bludgeoning, piercing, or slashing, but this is
determined at the casting of the spell and cannot be altered. The severity of this attack varies
upon the level of the wizard.

Wizard level Severity

1-5 1d6
5-10 2d4
11-15 2d6
16-20 2d8

You may designate the area receiving the critical hit as you wish.

Pestilential Orb [Drd1]

Necromancy
Target: One creature
Casting Time: 1 action
Components: V, S
Range: Close
Duration: Instant
Saving Throw: Fortitude negates
Spell Resistance: Yes

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The caster of this spell may call forth a glowing ball of toxic energy. The ball may be thrown at
one target, poisoning the victim for 1d2/1d2 points of temporary Constitution damage.

Stable Casting [Sor/Wiz1]

Enchantment (charm) [Mind-affecting]
Target: You
Casting Time: 1 action
Components: V, S
Range: Personal
Duration: 1 minute/level
Saving Throw: None
Spell Resistance: No

Your mind focuses and is more difficult to distract during combat. While the spell is in effect,
you gain a +10 on all Concentration checks.

Wizard Sight [Sor/Wiz1]

Divination
Target: You
Casting Time: 1 action
Components: V, S
Range: Personal
Duration: 1 minute/level
Saving Throw: None
Spell Resistance: No

Your eyes glow blue and better detect the Art flowing around you. While the spell is in effect,
you gain a +10 on all Spellcraft checks.

Second Level Spells

Alicorn Lance [Drd2]

Evocation
Target: One creature
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Close
Saving Throw: Reflex ½
Spell Resist: Yes

A shimmering unicorn horn fires from the caster’s finger tips and knifes through one opponent
for 3d6 points of piercing damage. In addition, the silvery radiance clings to the target, granting
enemies a +2 to hit for the next 3 rounds. The spell’s damage may be rendered ineffectual against
creatures with damage reduction, as it is not magical.

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Holy Bolt [Clr2, Pal2]
Evocation
Area: 20ft radius
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Long
Saving Throw: Reflex ½
Spell Resist: Yes

This spell is very similar to the 3rd level wizard spell fireball. The differences, however, are
important. This spell allows the priest to throw out a small ball of white holy fire which
detonates on impact. The fire only affects undead. Living creatures are unaffected.

Holy Freeze [Pal2]

Transmutation
Area: Aura within 30’ of caster
Casting Time: 1 action
Components: V, S
Range: Personal
Duration: 1 round a level (D)
Saving Throw: Fortitude negates
Spell Resistance: Yes

The paladin sheathes himself in frosted holy energy. The aura adversely affects all enemies
within 30’, allowing them to make only partial actions while within the aura. Enemies receive a
save every round to avoid the effects. If they can successfully move out of the aura with their
partial actions, they regain the use of the rest of their round. Once the spell is cast, the paladin
need not concentrate to maintain the aura.

Holy Shield [Pal2]

Abjuration
Target: One shield on the caster
Casting Time: 1 action
Components: V, S
Range: Personal
Duration: 1 round/level (D)
Saving Throw: Will Negates (Harmless)
Spell Resistance: Yes (Harmless)

Coating his shield in divine light, the paladin increases his defense against evil. This spell
doubles the normal effectiveness of the shield towards AC, including magical bonuses but not
special training. A large shield +2 would, for example, grant a +8 to AC instead of a +4. This
does not double the effects of the Shield Focus feat, which counts as special training.

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Mask Scent [Drd2/Rgr2/Witch2]
Transmutation
Target: You
Casting Time: 1 action
Components: V, S
Duration: 1 hour/level (D)
Range: Personal
Saving Throw: None
Spell Resist: No

You magically mask your natural odor, making it more difficult for animals to track you. The
Scent ability or similar abilities that allow tracking through odor are negated.

Pestilential Blade [Drd2]

Necromancy
Target: One weapon
Casting Time: 1 round
Components: V, S
Duration: Special (D)
Range: Personal
Saving Throw: None
Spell Resist: No

Pestilential blade allows a caster to enchant a single melee weapon or 1 piece of missile
ammunition/level with a vicious poison. The caster has two options:
1) A contact poison that inflicts 1d2 /1d2 points of Con damage.
2) An injected poison that inflicts 1d4/1d4 Con damage.
The poison is only effective for one use or 24 hours of time, whichever comes first. A
victim succeeding on a save means that the poison was not used and is still active.

Protection from Prime [Sor/Wiz2, Clr2]

Abjuration
Target: One creature
Casting Time: 1 action
Components: V, S
Duration: 2 rounds a level (D)
Range: Touch
Saving Throw: Yes (Harmless)
Spell Resist: Yes (Harmless)

As protection from evil, but it is only effective against primes. This spell cannot be cast on the
Prime Material.

Stone Explosion [Drd2]

Transmutation
Area: 10' diameter globe of stone

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Casting Time: 1 action
Components: S
Duration: Instantaneous
Range: Medium
Saving Throw: None
Spell Resist: No

With this spell, the druid may simply point a finger to a nearby stone weighing at least 10 lbs.
and detonate it, throwing piercing debris in all directions. The stones pelt anyone within 10' of
the explosion, inflicting a point of damage per caster level. Note that the damage is piercing
damage from a non-magical weapon; spell resistance is irrelevant, but immunity to normal
weapons or damage reduction might prevent the creature from taking damage from the spell.

Strahd’s Baneful Attractor [Sor/Wiz2, Brd2]

Evocation
Target: One creature
Casting Time: 1 action
Components: V, S
Duration: 2 rounds/level
Range: Medium
Saving Throw: Will negates
Spell Resist: Yes

Crafted by the vampire Strahd von Zarovich, this spell is extremely rare in the Planes, though
occasionally it is found under an altered name. The spell targets one creature who then attracts
all spells cast within 15’ of himself, including, possibly, his own. In effect, he suddenly becomes
the target of all magic within the spell’s area. If the attractor causes a spell to exceed its duration,
the spell disappears with a fizzle. It does not effect area effect spells or touch spells.

Thorns [Pal2]
Abjuration
Target: You
Casting Time: 1 action
Components: V, S
Duration: 1 round/level (D)
Range: Personal
Saving Throw: None
Spell Resistance: Yes

Sheathing himself in divine fire, the caster becomes the bane of all melee fighters. For every 4
levels of the paladin past 8th, he may inflict fully 50% of the damage he receives in melee
combat toward the person that hit him. For example, if an 8-11th level paladin is hit for 10
damage while this spell is in effect, he would reflect 5 points back upon the creature that hit him.
From 12-15th level, he would reflect 100% of the damage, and so on.
Spell resistance may be checked once for each hit.

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Third Level Spells

Aileron’s Amazing Ambidexterity [Sor/Wiz3, Brd3]

Transmutation
Target: One creature
Casting Time: 1 action
Components: V, S
Duration: 10 minutes a level
Range: Touch
Saving Throw: Will negates (Harmless)
Spell Resist: Yes (Harmless)

Crafted by the “Amazing” Aileron for use in his many performances in the Festhall or his Bardic
University, this spell grants the caster amazing coordination between his limbs. His penalty for
fighting with a weapon in both hands is reduced by 4, thereby negating all penalties for a
swordsman with two weapons and the Ambidexterity and Two-Weapon Fighting feats.

Augment Undead [Sor/Wiz3, Clr3]

Necromancy
Target: 1 undead creature
Casting Time: 1 action
Components: V, S
Duration: 10 minutes + 1 minute a level
Range: Medium
Saving Throw: None
Spell Resist: No

This spell enhances a single undead creature that must be at least 3 HD lower than the caster of
the spell. From that point to the spell’s duration, the undead creature gains 3d12 hit points and a
+1 resistance bonus to all saves. In addition, any special abilities dependent on hit dice are
amplified as well.
This spell can only be cast a single time on one undead creature, though a permanency spell can
be cast with it for a cost of 500XP.

Bands of Sirellyn [Sor/Wiz3, Brd3, Witch3]

Conjuration (creation)
Target: One creature
Casting Time: 1 action
Components: V, S
Duration: 1 minute + 1 round/level
Range: Medium
Saving Throw: Reflex negates
Spell Resist: No

A number of shining metal bands materialize out of the air, encircling and capturing a target of
the caster’s choice. The victim is allowed a Reflex save to elude capture. Any creature of less

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than size G (gargantuan) can be snared, but gargantuan monsters are simply too big to be
restrained by the bands.
If the victim fails his save, he is caught and held immobile by the bands. He may not
move his arms and legs, but he is still capable of speech and can employ psionic powers or
possibly trigger magic items. Subjects may sacrifice a partial action and attempt a strength check
versus DC 20 to burst the bands and escape. While held, the character is treated as if he were
helpless and can be attacked accordingly.

Blunt Tip [Brd3, Sor/Wiz3]

Transmutation
Components: V, S
Casting Time: 1 action
Range: Close
Target: One blunt weapon or fifty bullets, all of which must be in contact at the time of casting
Duration 10 minutes/level
Saving Throw: Will negates (harmless, object)
Spell Resistance: Yes (harmless, object)

This spell causes the striking surface of a blunt weapon to become heavier and harder, increasing
the likelihood dealing a critical hit. The critical threat range of the weapon is doubled, as per the
spell keen edge.

Conviction [Pal3, Witch3]

Transmutation
Area: Aura within 30’
Casting Time: 1 action
Components: V, S
Range: Personal
Duration: 1 round a level
Saving Throw: None
Spell Resistance: No

This spell lowers the resistances of the caster’s enemies within 30’. Saves and AC suffer a –2
penalty, while natural resistances lose 20% of their potency (a fire resist 20 would become fire
resist 16, for example). In addition, spell resistance and power resistance are both reduced by 8.

Cloudburst [Drd3]
Evocation [Electricity]
Area: 30’ radius
Casting Time: 1 action
Components: V, S
Duration: 2 rounds
Range: Medium
Saving Throw: None
Spell Resist: Yes

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Conjuring forth a magical rain, this spell saturates the area with wind, lightning, and energy.
Creatures take 2d4 points of damage per round and have a 50% chance of being struck by a small
bolt of lightning that deals an additional 2d6 points of damage. Flame blade, shroud of flame,
and similar spells are extinguished by a cloudburst.

Ekko’s Enflamed Joints [Sor/Wiz3]

Evocation [Fire]
Components: V, S, M
Casting Time: 1 action
Range: Close
Target: One living creature
Duration: 1 round/level
Saving Throw: Fortitude negates
Spell Resistance: Yes

This spell causes the victim’s body to experience paralyzing agony. His internal organs and
joints are heated to the point where it becomes highly difficult to do anything but wheeze in
agony. When the spell is first cast, the victim makes a fortitude save. If it is successful, the spell
is negated. If it fails, he becomes paralyzed with pain. Victims normally immune to paralysis are
still subject to this spell, though victims immune to fire, as well as those not normally subject to
critical hits, are not.

Force Crush [Sor/Wiz3]

Evocation [Force]
Target: One creature
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Medium
Saving Throw: Reflex ½
Spell Resist: Yes

You crush a single target no greater in size than a cube eight feet on a side. If the target is an
object, it must make a save or be crushed and destroyed. If the target is organic, the victim must
make a Reflex save or suffer 1d8 damage per caster level (Reflex save for half, 10d8 maximum).

Greater Magic Missile [Sor/Wiz3]

As magic missile

An improved version of the 1st level spell sharing the name, you launch one missile for every
odd caster level as per a normal magic missile spell; however, there is no upper limit to the
number of missiles that can be fired. In addition, the number of targets can be anywhere from 1
to as many as the caster has missiles. The requirements for these targets are the same as its
counterpart.

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Lance of Disruption [Sor/Wiz3]
Evocation [Sonic]
Area: cone
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Close
Saving Throw: Reflex ½
Spell Resist: Yes

You create a beam of concussive, disrupting force that lashes out from the wizard’s hand in a
close ranged path. Any creatures caught in the beam’s path suffer 5d4 points of damage, plus 2
points of damage per caster level (maximum damage is 5d4+30); for example, a 6th-level wizard
would inflict 5d4+12 damage with the lance of disruption. Victims are allowed a reflex save for
half damage. The lance’s energy delivers a powerful blow against inanimate objects and can
easily blast light furniture, thin wooden walls, or fragile stonework to flinders. Barred wooden
doors can be blasted of their hinges and even sturdy iron-bound doors or heavy stonework can be
seriously damaged by the lance of disruption. Treat the blast as ignoring 10 points of hardness
rating for purposes of smashing doors and inanimate objects. Equipment, however, is effected
normally.
Creatures with amorphous or nonsolid bodies, such as fire or air elementals and some
oozes and slimes, are resistant to the lance’s effects and only sustain half damage, or one-quarter
damage with a successful save.

Mold Touch [Drd3]

Transmutation
Target: One creature
Casting Time: 1 action
Components: S
Duration: 3 or 4 rounds
Range: Touch
Saving Throw: Fortitude partial (see text)
Spell Resist: Yes

Rapidly spreading brown mold encompassed the creature touched by this spell. If they fail a
fortitude save at a –2 penalty, the infection causes damage by round, starting with 4d6 and
lessening by one die per round (thus on the 4th round, the victim would take 1d6 damage). If the
target saves, he takes only 2d6 damage the first round and 1d6 for two rounds after.
In addition, each round after the first, the nearest creature within ten feet must make a
fortitude save or be afflicted with the mold at full strength. This can continue until the mold runs
out of suitable hosts.

Pestilential Cloud [Drd3/Witch 3]

Necromancy
Area: 5' aura outward from caster
Casting Time: 1 action

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Components: V, S
Duration: 1round/level (D)
Range: Personal
Saving Throw: Fortitude negates
Spell Resist: Yes

A pestilential cloud is a billowing haze of vapor that surrounds the caster in a 5' area. The misty
green gas is quite deadly and acts as a contact poison to all creatures attacking the caster or
stepping within its boundary. The poison inflicts 1d6/1d6 Con damage with a Fort save to avoid.
This damage is cumulative, so any creature attacking the priest for more than one round will
continue to take damage when the poison sets.
You are unaffected by this cloud.

Scent [Drd3/Rgr3/Witch 3]
Transmutation
Target: You
Casting Time: 1 action
Components: V, S
Duration: 1 minute/level (D)
Range: Personal
Saving Throw: None
Spell Resist: No

You gain the extraordinary ability of Scent, as explained in the DMG, for a short period of time.

Undetectable Power [Asn3, Brd3, Sor/Wiz3]

Abjuration
Area: Creature touched and objects on its possession.
Casting Time: 1 action
Components: V, S, F
Duration: 1 day/level
Range: Touch
Saving Throw: None (see text)
Spell Resistance: No

Similar to Nystul’s undetectable aura, though it applies to creatures and any object the creature is
holding or carrying when the spell is cast. New items grabbed after the casting radiate normally.
Those released maintain the enchantment until the duration expires. This spell blocks magical
aura detection from all forms of divination.
Focus: A small amount of silk passed over the creature.

Ward Minor [Sor/Wiz3, Clr3]

Abjuration
Area: variable (see text)
Casting Time: 1 round
Components: V, S

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Duration: 1 hour/level (D)
Range: Touch
Saving Throw: Special
Spell Resist: Special

The ward minor spell allows wizards to, naturally, ward objects or places, if only for a short
time. The effect is very similar to the priest spell glyph of warding. The wizard may ward an area
no greater than a 5' cube per level, and he may make the ward invisible or visible as desired. The
effect is often that of electrical damage, inflicting 1d4 points of damage per caster level, but can
mimic the effect of any known spell (must be cast with the ward) of 4th level or less. A reflex
save can be made to either avoid the effects altogether or to halve damage as appropriate.
Specifications as to the ward follow the glyph of warding spell.
There are no material components necessary save for those associated with a spell used in
the ward minor. Additional spells may increase the casting time.

Zorander's Hideous Kinky [Sor/Wiz3, Witch3]

Transmutation
Target: One humanoid
Casting Time: 1 action
Components: V, S, M
Duration: One minute + 1 round/level
Range: Close
Saving Throw: Fortitude negates
Spell Resist: Yes

This spell causes one creature to undergo a gruesome disfigurement. The creature's elbows and
knee joints reverse direction, causing them to be able to walk backwards with the same ability as
a normal person walks forwards, and to have extreme difficulty manipulating their arms and
hands. Thus, movement rate is cut to one third of normal, and the character loses all dexterity
bonuses to AC, making him ripe for sneak attacks. In addition, the character suffers the non-
proficient penalty with any weapon and armor he is wielding/wearing. Shapeshifters can
typically change back into their normal form, as can any character under the affects of a shape-
shifting spell.
The material component of this spell is a small bone which is broken during the casting.

Fourth Level Spells

Arctic Blast [Drd4]

Evocation (Cold)
Area: cone
Casting time: 1 action
Duration: Instantaneous
Range: Close
Saving throw: Reflex ½
Spell Resistance: Yes

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Fires a cone of frost similar to an inferno but inflicting cold damage. The spell deals 1d6 damage
a level (max 10d6). In addition, victims failing their save suffer a –2 penalty to attacks, damage,
and saves for 1 minute.

Baatezu Bane (Tanar’ric Tribulation) [Sor/Wiz4]

Evocation
Target: One Evil Outsider (tanar’ri or baatezu)
Casting Time: 1 action
Components: V, S, F
Duration: Instantaneous
Range: Medium
Saving Throw: Fortitude partial
Spell Resist: Yes, but at –10.

This spell is only effective against fiends. The target takes 4d6+6 points of damage and is
stunned for 1d4+1 rounds. A Fortitude save negates the stun effect. Spell resistance is checked,
but at a –10 penalty due to the nature of the spell. Either version is only effective against that
type of fiend.
The focus is either a vial of baatezu or tanar’ri blood.

Call Lightning Bolt [Drd4]

Evocation
Target: One creature
Casting time: 1 round
Duration: Instantaneous
Range: Long
Saving throw: Reflex ½
Spell Resistance: Yes

As per call lightning, but the effect is a single bolt that is summoned in one round rather than in
ten minutes. It inflicts 1d8 damage per level (maximum of 10d8).

Despair [Sor/Wiz4, Brd3, Witch3]

Enchantment (compulsion) [Mind-affecting]
Target: 2d4 creatures no more than 40’ apart
Casting Time: 1 action
Components: V, S
Duration: 1 round/level
Range: Close
Saving Throw: Will negates

When this spell is cast, 2d4 sentient creatures with intelligences of 3 or better in the area of effect
lapse into a severe depression: victims are unable to attack, cast spells, move, or even eat or
drink. They are considered helpless defenders. If the target is damaged, however, he receives
another will save (if he isn’t dead from the coup de grace).

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Fire Bath [Drd4]
As wall of fire + special (see text)

This spell was devised by the druid Ruben Mandragoran, who had a penchant for inflicting
needless pain on himself in the pursuit of laying waste to his enemies. The spell functions
exactly as the wall of fire spell, except that it takes effect horizontally, rather than vertically,
surrounding the caster. The caster is not immune to the spell; intelligent casters will ensure that
they have elemental protection prior to it’s casting.

Fist of the Heavens [Pal4]

Evocation
Target: One creature
Casting Time: 1 action
Components: V, S
Range: Close
Duration: Instantaneous
Saving Throw: Reflex ½ + variable (see text)
Spell Resistance: Yes
The paladin selects one target within range and calls forth a holy lightning bolt (energy damage)
that deals 6d6 points of damage with a Reflex save for half. In addition, the paladin may also call
down one bolt of holy energy for every 3 levels to target any creature within range. Any unspent
bolts are lost. The bolts inflict either 1d8+5 damage upon undead creatures or heal that same
amount upon allies. Other creatures are unaffected. The bolts offer no save. A spell resistance
check applies against both effects.

Flame Wave [Drd4]

Evocation
Effect: wave of flame (see text)
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Medium
Saving Throw: none
Spell Resist: Yes

With this powerful spell the caster may send forth a ripple of flaming death. A billowing sheet of
fire 10’ high and 30’ wide emerges from the caster’s hands and tears across the landscape.
Anyone caught within the wave takes (1d6) + 2 points of damage per caster level. The caster
may stop the wave short of its full range if desired.

Greater Malison [Sor/Wiz4, Brd4, Witch4]

Enchantment (charm)
Area of Effect: 30’ radius
Casting Time: 1 action
Components: V, S
Duration: 2 rounds a level

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Range: Close
Saving Throw: none
Spell Resistance: Yes

A greater malison adversely affects all hostile creatures within its boundaries, inflicting -4
penalty to all saves for the duration. Note that this penalizing all saves, even ones on something
other than spells from this caster. It can be dispelled normally.

Greater Stone Explosion [Drd4]

Transmutation
Area: 20' diameter globe of stone
Casting Time: 1 action
Components: S
Duration: Instantaneous
Range: Medium
Saving Throw: None
Spell Resist: No

With this spell, the druid may simply point a finger to a nearby stone or rock structure with at
least 30 lbs. of material and detonate it, throwing piercing debris in all directions. The stones pelt
anyone within 20' of the explosion, inflicting three points of damage per caster level. Note that
the damage is piercing damage from a non-magical weapon; spell resistance is irrelevant, but
immunity to normal weapons might prevent the creature from taking damage from the spell.

Minor Spell Turning [Sor/Wiz4]

Abjuration
Target: You
Range: Personal
Components: V, S
Duration: Until discharged or 10 minutes/level
Casting Time: 1 action
Saving Throw: None
Spell Resistance: No

As spell turning, except that it deflects 1d4 spells. Spells cannot be partially turned.

Mordenkainen’s Force Missiles [Sor/Wiz4]

Evocation [Force]
Target: Up to six creatures, no two of which can be more than 15ft. apart
Range: Medium
Components: V, S
Duration: Instantaneous
Casting Time: 1 action
Saving Throw: None
Spell Resistance: Yes

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This spell creates a brilliant globe of magical energy that streaks forth from your hand to
unerringly strike its target, much like a magic missile spell. You create one missile at 7th level
and an additional missile at every third level after 7th—in other words, two missiles at 10th
level, three at 13th, four at 16th, and so on, to a maximum of six missiles at 19th level. Each
missile inflicts 2d4 points of damage to the target and then bursts in a 3-foot radius concussive
blast that inflicts 1 point of damage per level—for example, a 12th-level wizard could conjure
two force missiles, each of which strikes for 2d4+12 points of damage.
Just like magic missile, the force spheres may be directed at as many or as few targets as
you like. The missiles can easily damage or destroy inanimate objects, especially fragile or
delicate items.

Odesseiron’s Storm Shield [Sor/Wiz4]

Evocation [Electricity]
Area of effect: The caster
Casting time: 1 action
Components: V, S, F
Duration: 1 rd/level
Range: Personal
Saving throw: None
Spell Resist: No

Similar to the spell fire shield, this spell allows to caster to take half damage from all electrical
attacks. Furthermore, any creature striking the caster in melee takes 1d4 +1 /2 caster level points
of electrical damage (max 1d4+10 at 20th level) as the shield blasts him reflexively, and must
make a reflex save to avoid dropping their weapon due to the convulsive surge of energy. Note
that only metal weapons are subject to the dropping effect; all melee weapons, however, cause
the wielder to take the damage upon striking the caster.

Odesseiron’s Thunder Wall [Sor/Wiz4]

Evocation [Electricity]
Effect: One wall, one 10’ square per level
Casting Time: 1 action
Components: V, S
Duration: 10 minutes/level
Range: Medium
Saving Throw: Fortitude partial (see text)
Spell Resistance: Yes

This spell creates a frenzied wall of electrical energy. Creatures passing through the wall take
1d4 +1 (maximum 1d4+20) points of damage per caster level (no save), and also must make a
Fortitude save to avoid being blinded by the flashing light.

Protection from Prime, 10’ radius [Sor/Wiz4, Clr4]

Abjuration
Area: Emanates 10’ from target creature

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Casting Time: 1 action
Components: V, S
Duration: 10 minutes/level
Range: Touch
Saving Throw: None
Spell Resist: No

As protection from prime, though longer and wider.

Restraining Field [Clr4, Sor/Wiz5]

Abjuration
Area: 30ft cube/level
Casting Time: 1 round
Components: V, S
Duration: 10 minutes/level
Range: Medium
Saving Throw: None
Spell Resistance: No

You create a large area in which spells that increase the speed of the caster, such as battle tide,
Boedullus’s moment of regret, expeditious retreat, haste, slow, time stop or similar magic, do not
function. The spell has no effect on any other enchantments. Note that this field merely
suppresses these effects but does not dispel them. It can be dispelled normally if targeted at its
center.

The Simbul’s Minor Sequencer [Sor/Wiz4]

Evocation
Target: You
Casting Time: 1 round
Components: V, S
Duration: Permanent until discharged
Range: Personal
Saving Throw: None (Harmless)
Spell Resistance: No (Harmless)

This spell allows the caster to “store” 2 spells of 2nd level or lower in a sequencer that can be
released upon verbal command (one action, as if casting a normal spell). This release cannot be
interrupted and the sequencer cannot be dispelled. Only one sequencer of any kind can be
readied at a time. The stored spells are cast into the sequencer and are lost from memory upon
casting, but can be regained normally through rest.

Slayer [Brd4, Sor/Wiz4]

Transmutation
Target: One creature
Casting time: 1 action
Components: V, S

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Duration: 1 round/level
Range: Touch
Saving Throw: Yes (harmless)
Spell Resistance: Yes (harmless)

A creature with this spell active always hits for maximum damage in melee or with ranged
weapons. Special damage, such as that from a sneak attack, is not maximized. Thus, a 20th level
monk would always roll a 20 for damage with her fists, and likewise a 3rd level rogue would
always hit for 4 points of damage with a dagger.

Smashing Wave [Drd4]

Evocation
Area: 5ft wave
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Close
Saving Throw: Reflex partial (see text)
Spell Resistance: No

By summoning forth a great wall of water, the caster can blast his enemies and shatter obstacles.
The water impacts for 4d10 points of crushing damage. Further, creatures thusly struck must
make a reflex save or be stunned for 2 rounds.

Valcrys's Necromantic Flamer [Sor/Wiz4]

Necromancy
Target: 1 corpse
Casting Time: 1 round
Components: V, S
Duration: Permanent
Range: Touch
Saving Throw: None
Spell Resistance: No

The caster of this spell can magically animate one corpse (partial or whole, but at least 50%)
with the light of fire. The skeleton is coated in an aura of fire and attacks as the wizard,
possessing the same number of hit points as the caster at full strength. With every successful
attack, the creature absorbs the number of hit points it inflicted as damage and grants them to the
caster--who may exceed his normal maximum (but no more than 150%) for the creature's
lifespan. The creature attacks twice a round (each fist), inflicting 1d4 points of damage plus 2d4
fire damage. It resolves its attacks as melee touch attacks as with a flame blade. Combustible
objects may ignite in this process.
A successful dispel magic will wink the creature out of existence. Cold and water-based
attacks inflict double damage to the flamer. A caster can control but one flamer at a time, though
the creatures can be healed with magical fire (200% resistance).

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Vampiric Regeneration [Sor/Wiz4, Witch4]
Necromancy
Target: You
Casting Time: 1 action
Components: V, S
Duration: 1 round/level
Range: Personal
Saving Throw: None
Spell Resistance: No

Whenever you successfully damage your opponent in melee combat, you drain a number of hit
points equal to ½ the damage you inflict. These hit points are not temporary and cannot raise
your total above normal maximum, though they can heal you of any damage you’ve taken. This
spell does not work on creatures immune to energy drain.

Vitriolic Sphere [Sor/Wiz4]

Conjuration (creation) [Acid]
Target: One creature, splashes with 5’
Casting Time: 1 action
Components: V, S, F
Duration: Special
Range: Long
Saving Throw: Reflex ½ + special (see text)
Spell Resistance: Yes

This spell conjures a one-foot sphere of glowing emerald acid that the caster can direct to strike
any target within range using a ranged touch attack. When it reaches its target, the sphere
explodes and drenches the victim in potent acid. The victim suffers 1d4 points of damage per
caster level (to a maximum damage of 12d4) and may attempt a Reflex save for ½ damage. If the
victim fails his saving throw, he continues to suffer acid damage in the following rounds,
sustaining two less dice of damage each round. For example, an 8th-level wizard inflicts 8d4
damage with this spell on the first round, 6d4 on the second round, 4d4 on the third round, 2d4
on the fourth round, and the spell ends in the fifth round. Each round, the subject is entitled to a
Fortitude saving throw—the spell ends when he succeeds, or when the acid damage runs its
course. The acid can also be neutralized with soda, ash, lye, charcoal, or removed with a large
quantity of water.
The vitriolic sphere also splashes acid in a 5-foot radius around the primary target. Any
creatures within the splash radius must make a Reflex save or suffer a splash hit that inflicts 1d4
points of damage per every five caster levels. Splash hits do not cause continuing damage. The
material component for this spell is a drop of giant slug bile.

Wither [Drd4]
Transmutation
Target: One creature
Casting time: 1 action
Components: V, S

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Duration: Instantaneous
Range: Medium
Saving throw: Fortitude ½
Spell Resistance: Yes

This spell was devised by druids to circumvent one of the greatest bonuses of many outsiders:
natural armor. This spell causes a creatures natural armor to decay and soften, losing most of its
hardness. The subject loses one point of it’s natural armor bonus per 2 caster levels, allowing a
saving throw for half. Thus, an 11th level caster could worsen the AC of a marilith by 5, with a
save for 2. Negative natural AC bonuses are not possible, though with multiple castings, even
creatures with amazingly hard tough plated hides can be reduced to fleshy skin no tougher than
that of a human. This spell is less common on the Prime, where fewer creatures have such a
boon, but most planar druids keep this handy for a rainy day in the Hells.

Fifth Level Spells

Corpse Detonation [Clr5]

Necromancy
Target: All corpses within a 20’ radius up to a max of 1 per 4 levels.
Casting Time: 1 round
Components: V, S
Duration: Instantaneous
Range: Medium
Saving Throw: Reflex ½
Spell Resistance: No

An advanced version of the corpse explosion spell, this enchantment detonates all corpses within
a 20’ radius. The caster can detonate one per 4 levels of experience. The explosion deals 1d6
points of damage a level (max 15d6) or 1d6 damage per hit dice of the creature, whichever is
lower. A reflex save is allowed against the overall explosion damage in order to dodge for ½.
The explosion moves outward 10’ from each affected corpse, thus layering the damage in some
areas and spreading it out in others. Thus, a character standing between two corpses 20’ apart
may be hit by the blast from each, but a character right next to only one would only be hit by that
one.

Ekko’s Wilting Glare [Sor/Wiz5]

Necromancy
Components: V, S
Casting Time: 1 action
Target: You
Range: Personal
Duration: 1 round/3 levels
Saving Throw: Fortitude ½
Spell Resistance: Yes

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This spell grants the caster a gaze attack that withers and destroys enemies. Each round, the
caster may target one creature and affect it with the gaze attack as a free action (this counts as the
caster’s free action for the round). Affected enemies take 5d6 points of wilting damage. Water
elementals and plants receive a –2 penalty to their saving throws.

Elemental Apocalypse [Sor/Wiz5, Drd6]

Evocation
Area: 20’ globe about you
Casting Time: 1 round
Components: V, S, F
Duration: Instantaneous
Range: Personal
Saving Throw: Reflex ½
Spell Resistance: Yes

This awesomely destructive spell is wondrous to behold. A rippling tide of blue energy is
detonated outward from the caster in all directions, inflicting 1d100 damage on all creatures and
objects within the area of effect. Affected persons may save for half damage.
The caster may choose which element to base the explosion on. The components are: a
ruby (fire), a sapphire (ice), obsidian (acid), or crystal (lightning) depending upon the caster's
selection. In either case, it does all elemental damage; creatures must have resistance versus all
elements or they will take full damage.
In addition, the blast of energy stuns the caster for one round. Obviously, this is often
only an act of desperation.

Iron Skins [Drd 5/Witch 5]

As the stoneskin spell.

Immunity to Normal Weapons [Sor/Wiz5]

Transmutation
Target: You
Casting Time: 1 action
Components: V, S
Duration: 1 round/level
Range: Personal
Saving Throw: None (Harmless)
Spell Resistance: Yes (Harmless)

While this spell is in effect, you are cannot be affected by normal weapons. No non-magical
weapon, be it missile, sword, or otherwise, can touch you. All such attacks stop 5’ from your
person.

Pestilential Nova [Drd5]

Necromancy
Area: 30' globe surrounding you
Casting Time: 1 action

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Components: V, S
Duration: Instantaneous
Range: Personal
Saving Throw: Fortitude partial
Spell Resistance: Yes

This nova blasts a ring of naturally conjured contact toxin outward, poisoning all within 30' of
the caster. The poison is quite potent. Victims must make a Fortitude save or suffer 1d10/1d10
Con damage. Victims that save still lose 1d2 points of Con for 1 minute.

Rejoining [Sor/Wiz5]
Transmutation
Area: All magical items within a 30ft radius burst
Casting Time: 1 action
Components: V
Duration: Instantaneous
Range: Personal
Saving Throw: None
Spell Resistance: No

You can counter the effects of a Mordenkainen’s disjunction spell. While rejoining does not
restore lost temporary magical effects, it can restore lost permanent enchantments and items so
long as it is cast upon the items or creatures within 1d6 hours of the disjunction. The spell has no
other use.

Righteous Magic [Clr5]

Transmutation
Target: You
Casting Time: 1 round
Components: V, S
Duration: 1 round/level
Range: Personal
Saving Throw: Will negates (Harmless)
Spell Resistance: Yes (Harmless)

This deadly combat spell allows the caster to become a juggernaut of destruction. He gains 1 hp
per caster level, adds 1 point of strength for every 3 levels, and inflicts maximum damage with
each successful hit.
At the end of the spell, the caster's strength score is effectively halved until he can rest for
a full turn.

Shield of the Heavens (Ward of the Hells) [Clr5]

Abjuration
Target: You
Casting Time: 1 action
Components: V, S

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Duration: 3 rounds
Range: Personal
Saving Throw: Will negates (Harmless)
Spell Resistance: Yes (Harmless)

This spell conjures a blue light (or black energy) that wraps itself around the priest. For the
duration of the spell, the priest gains supreme resistance to physical assaults, receiving a damage
reduction of 20/- versus any such attack. Spells and other effects work normally.

Spell Shield [Sor/Wiz5]

Abjuration
Target: You
Casting Time: 1 action
Components: V, S
Duration: 1 minute/level
Range: Personal
Saving Throw: none (Harmless)
Spell Resistance: Yes (Harmless)

A spell shield wards the wizard against attacks that would otherwise bring down his defenses. He
cloaks himself in the energy field that will unfailingly absorb the next dispel magic,
Mordenkainen’s disjunction, or similar magic targeted directly at him or within an area in which
he would normally be affected.

Sunfire [Sor/Wiz5, Drd5]

Evocation [Fire]
Area: 20’ radius spread, minus a 5’ diameter circle at the center
Casting time: 1 action
Components: V, S
Duration: Instantaneous
Range: Personal
Saving throw: Reflex ½
Spell Resistance: Yes

This spell blasts everything within 20’ feet of the caster with flames. It deals 1d6 damage/level,
up to a maximum of 15d6. It is more or less identical to the fireball spell, excepting that it
surrounds the caster but without damaging him.

Valcrys’s Bloodfire [Sor/Wiz5]

Evocation [Fire]
Target: One spell-casting creature (see text)
Casting Time: 1 action
Components: V, S
Duration: 1 round/level
Range: Close
Saving Throw: Fortitude negates

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Spell Resistance: Yes

This spell only works on spell-casting creatures, though spell-like abilities are also affected.
Supernatural and extraordinary abilities are not, and neither are abilities activated from items.
Anytime the creature casts a spell, she takes 3 points of fire damage per spell level from her
blood boiling up in response to the release of magic. Thus, a wizard casting a finger of death
would take 21 points of fire damage. A Concentration check is required to cast the spell, as the
damage takes place simultaneously with the casting. Spell resistance is only checked once.

Valcrys's Fire Wall [Sor/Wiz5]

Evocation [Fire]
Area: One wall + variable (see text)
Casting Time: 1 action
Components: V, S
Duration: 1 round/level
Range: Medium
Saving Throw: None + Special
Spell Resistance: Yes

This spell, an improved version of the standard wall of fire, allows the caster to invoke a
billowing sheet of flames that pulse heat outwards in the direction of the caster's choosing.
Anyone within 10' of this wall takes 2d8 points of damage and may set alight if they are wearing
combustible clothing. Anyone passing through the wall willingly takes 10d10 points of damage
with no save.
The caster may attempt to hit a target directly, but then a Reflex save is allowed to avoid
the wall, and the aforementioned save is also allowed to avoid destruction while within its grasp.

Wall of Moonlight [Drd5]

Transmutation
Area: 20 ft long, 5 ft wide wall
Casting Time: 1 action
Components: V, S
Duration: 10 minutes
Range: Close
Saving Throw: None
Spell Resistance: Yes

Wall of moonlight summons a shimmering tapestry of blue-white force. The wall is intangible,
requiring no physical anchor, and can easily be passed through. However, evil creatures passing
through the wall are scorched for 2d10 damage plus one point per level, and undead suffer 5d10
plus one per level.

Ward Major [Sor/Wiz5, Clr5]

As ward minor
The only change is that a spell of any level may be cast into it.

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Willful Vengeance [Clr5]
Evocation
Area: 20 ft cube
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Medium
Saving Throw: Reflex ½
Spell Resist: Yes

You launch a wicked attack of holy energy that arcs in bolts like lightning, striking the specified
location and then exploding like a ball of flame. Any caught in the blast receives 7d10 points of
damage with a save for half. Note that creatures normally immune to lightning are affected
normally by this spell. It will not cause any items to combust.

Wyrmstrike [Sor/Wiz5]
Conjuration (creation)
Target: One creature
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Medium
Saving Throw: None
Spell Resistance: No

Through the use of this spell, the caster may call forth the power of a golden dragon great wyrm.
The massive beast will appear above the target for a brief moment before crunching its jaws
together. This attack is treated as per a normal attack by a Great Wyrm, giving a +51 to attack.
With a successful hit, the victim takes 4d8+18 damage. There is no save, and a critical threat is
possible if a natural 19 or 20 is rolled. The save DC for the critical is equal to that of the dragon,
which is DC 48. This attack is not magical and thus is subject to damage reduction, but spell
resistance is not checked because the attack is physical, not magical.

Sixth Level Spells

Boedullus’s Commanding Presence [Sor/Wiz6]

Enchantment (charm) [Mind-affecting]
Target: 1 creature/level in a 30 foot burst
Casting time: 1 action
Components: V, S
Duration: Instantaneous
Range: Personal
Saving throw: None
Spell Resistance: Yes

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This spell was developed that the dusk magus known as the Venerable Boedullus so that he
could magically inspire awe in others that when was unable to do so naturally (which was often).
It has the following effects, dependent upon an enemies hit dice:

4 or less: Paralyzed for 4d4 rounds

8 or less: Deafened for 3d4 rounds
12 or less: Blinded for 2d4 rounds
13 or more: Shaken for 1d4 rounds

Effects of this spell are cumulative; as such, a 4 HD creature would be paralyzed,

blinded, deafened, and shaken.

Boedullus’s Moment of Regret [Sor/Wiz6]

Transmutation
Target: You
Casting time: 1 action
Components: V, S
Duration: Instantaneous
Range: Personal
Saving throw: None (see text)
Spell Resistance: No

This spell was devised by the Venerable Boedullus to undo minor catastrophes (of which he was
familiar). In effect, the caster travels backwards in time 1 round and can relive that round. He
may, if he wishes, shout orders to his comrades, encouraging them to take measures to prevent
whatever he saw happen to them, and of course he may change his own action accordingly. The
flow of time does not change unless the character does something to make it do so. Characters
who were hit are still hit, characters who made or failed saves still do, and so on. If the caster
does something to alter the circumstances (such as blasting an enemy fighter with a lightning
bolt before he scored two critical hits against the caster’s ally, or warning the cleric that he is
about to have domination cast on him), then he may do so. For example, if a character cast slow
in an area, accidentally slowing his party but not affecting their adversaries, he could then cast
Moment of Regret to go back and (in addition to not slowing them) cast a more helpful spell
instead.
Note to players and DMs: If you are planning on casting this spell, as a courtesy say so as
soon as possible, in order to allow your DM and the other player’s opportunity to begin noting
what actions occur during the round. For instance, if your familiar is destroyed and you wish to
cast this spell to go back one round to protect him, notify the other playes ASAP so that they
have a record of how much damage was done, who hit, who saved against what, etc.

Cowardice [Brd6, Sor/Wiz6, Witch6]

Necromancy [Fear, Mind-Affecting]
Targets: One creature
Casting time: 1 action
Components: V, S
Duration: 1 round/level

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Range: Medium
Saving Throw: None
Spell Resistance: Yes

You inspire fear in the subject creature. He is unable to attack or cast spells upon any other target
with more current hit points than him for the duration of the spell for fear of possible reprisal.

Energy Shield [Sor/Wiz6]

Abjuration
Target: You
Casting time: 1 action
Components: V, S
Duration: 1 hour/level
Range: Personal
Saving Throw: None
Spell Resistance: No

This potent defensive spell allows you to sacrifice spells for damage. Any time you are wounded,
you may absorb 6 hit points of damage for each spell level per day you burn away up to a
maximum of one-half the damage you received. Thus, a sorcerer struck for 14 damage by a long
sword could convert one 2nd level spell (12 damage) to reduce the damage to 7. The extra 5
points of damage from the converted spells could be used to pay for subsequent damage, but not
to cast additional spells. The energy shield applies against any damage the caster takes and is
calculated after damage reduction. In most cases, it ends up effectively doubling the caster’s hit
points. Note that healing spells do not return lost spell levels, though they would return hit points
normally.

Geyser [Drd6]
Transmutation
Area: 15' radius
Casting time: 1 round
Duration: 1 round/3 levels
Range: Long
Saving Throw: Reflex ½
Spell Resistance: Yes

This spell opens a small crater in the ground, which erupts with a gout of superheated steam.
Creatures in the area of effect must make a reflex save—doing so indicates that they have dived
out of the way in time to avoid falling into the pit, and they take half damage (1d6/level, 10d6
max). Failure indicates that a creature has fallen into the pit (10 ft. deep cylinder with a 5' radius)
and will continue to take full damage from the steam cloud until they free themselves (+5 DC to
Climb skill checks due to the steam). Note that the crater does not close when the spell ends, so
victims need not fear entombment. Creatures immune to gaseous attacks take no damage (those
resistant receive a reduction), and creatures immune to water attacks take half (or receive benefit
from only half of their reduction). This spell must be cast on rock or dirt ground, or the crater
does not open and the spell is wasted.

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Mass Bestow Curse [Brd 6, Clr6, Sor/Wiz7, Witch6]
Transmutation
Targets: One creature/level, no two of which can be more than 30ft. apart
Casting time: 1 action
Components: V, S
Duration: Permanent
Range: Close
Saving Throw: Will negates
Spell Resistance: Yes

As bestow curse, though it affects multiple targets.

Mass Displacement [Brd6, Sor/Wiz6]

Illusion (Glamer)
Targets: 1 creature/level, no two of which can be more than 30ft apart
Casting time: 1 action
Components: V, S
Duration: 1 minute/level
Range: Close
Saving Throw: Will negates (harmless)
Spell Resistance: Yes (harmless)

As displacement, except it affects multiple targets.

Immunity to Magical Weapons [Sor/Wiz6]

As immunity to normal weapons

While this spell is in effect, you are immune to magical weapons. No magical weapon, be it
missile, sword, or otherwise can touch you. All such attacks stop 5’ from your person. Normal
weapons can hit you normally. If cast with its counterpart, immunity to normal weapons, this
spell is especially deadly.

Pain Mirror [Sor/Wiz6]

Abjuration
Target: You
Casting Time: 1 action
Components: V, S
Duration: 1 minute/level or until discharged (see text)
Range: Personal
Saving Throw: None
Spell Resistance: No

Anytime you are injured in combat, the creature responsible for damaging you takes ½ of the
damage you received unless the creature is immune or resistant to that form of damage. Thus, if
you take 94 points of damage from a meteor swarm, the creature casting it upon you takes 47

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points of fire damage. The mirror effect is calculated from final damage, not potential damage,
so if you possess damage reduction or resistance that blocks damage, it is not mirrored. Charms,
death-effects, and other instances where you are simply killed or incapacitated are not mirrored,
though damage incurred from successful saves (such as with finger of death) would be
transferred. The pain mirror can reflect 10 points of damage/level, up to a maximum of 200
points at 20th level, before ending. Spell resistance is checked against each mirror effect.

Pestilential Aura [Drd6, Witch6]

Necromancy
Area: 10' radius emanating from caster
Casting Time: 1 action
Components: V, S
Duration: 1 minute
Range: Personal
Saving Throw: Fortitude negates
Spell Resistance: Yes

Invoking an aura of pestilence is a deadly ability for a high-level druid. In a 10' radius globe
about him the air will taint a slight green, and all hostile creature standing within the aura must
make a Fortitude save or suffer 2d8/2d8 points of Con loss. This occurs every round the
creatures remain within the aura.

Power Word, Silence [Sor/Wiz6]

Conjuration
Target: One creature
Casting Time: 1 action
Components: V
Duration: 2 rounds
Range: Close
Saving Throw: None
Spell Resistance: No

With this word of power, you silence one creature for 2 rounds. Neither it nor anything on its
person at the time of casting makes any noise for the spell’s duration.

Spirit Wrack [Sor/Wiz6, Witch6]

Abjuration
Target: One planar creature
Casting Time: Special
Components: V, S, F, XP
Duration: Special
Range: Medium
Saving Throw: Special (see text)
Spell Resist: Special (see text)

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This horrific spell is a weapon created against planar creatures by prime wizards. It takes three
rounds to complete the incantations of the spell, however the target suffers effects each and every
round. In the first round, the target is immobilized unless its spell resistance holds (no save). If
resistance is made, the creature is wracked with pains (-2 to all rolls). Regardless of roll, at this
point the creature is powerless to attack the wizard casting the spell. In the following round, the
creature loses one hit point per character level. In the third round, the target loses fully 50% of
his remaining hit points and exiles the creature to his home plane for a number of years equal to
the level of the wizard.
The victim of the spell become the sworn enemy of the caster and will typically attempt
to hunt him or her down the moment the victim is freed from banishment. On a creature’s home
plane, this is obviously less of a threat. In addition, creatures cannot be banished from Sigil,
though the other affects still work. The power of a spirit wrack is such that its banishment cannot
be undone by mortal magic.
Focus: This spell has several focus components. First, a scroll must be prepared, lined
with the blood of the type of creature to be spirit wracked. Second, the True Name of the subject
must be known and written into the scroll. And third, the caster must expend 1,500 XP to finalize
the scroll. The entire process takes 1d4+8 hours and costs 6,000gp for the materials.

Steal Enchantment [Brd6, Sor/Wiz6, Witch6]

Transmutation
Target: One creature or object with an active spell effect
Components: V, S
Casting time: 1 action
Duration: Instantaneous
Range: Close
Saving Throw: None
Spell Resistance: Yes

You lift an existing non-permanent beneficial active spell-effect from the target creature/object
and apply it to any of your allies within 30’. The spell you lift is chosen at random from the
creature’s active enchantments, though you may choose which creature receives the boon. If you
succeed at a Spellcraft check, you may know which enchantment you stole and then allocate it to
the appropriate ally. If your ally already has the spell in effect, the spell with the highest caster
level stays. If the spell is inappropriate for the class (such as an energy shield on a fighter) it
simply fails to function, though it is still stolen from the target. Spell shield, spell turning, and
similar spells that work against targeted magic effects will block this spell. Spells last until their
duration expires or until dispelled. Dismissible spells are no longer subject to the previous
caster’s wishes; they must be dispelled normally.

Seventh Level Spells

Age to Destruction [Clr7, Sor/Wiz8]

Necromancy
Level: Clr 7, Sor/Wiz 8
Components: V, S
Casting Time: 1 action

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Range: Close
Effect: Ray
Duration: Instantaneous
Saving Throw: Fortitude Partial (Object) (See text)
Spell Resistance: Yes

A black ray fires from your hands. If you succeed at a ranged touch attack, this spell causes the
target to age severely. If the target fails its save, it is aged 1,000 years. If the target succeeds, it is
wracked by internal pains and suffers 10d6 damage. If the target is a living creature, resurrection
is impossible, even if wishes or miracles are used, since the target dies of old age. If the target is
an object, only a 10 foot cube is affected. Objects made of stone, adamantium, or other materials
at the DM’s discretion, are not affected (they are aged, but there is no real effect on the object).
Magical items, as well as items with permanent enchantments, still function if they survive the
aging process. Beings that do not normally age, such as fiends, celestials, undead, or certain
high-level druids and monks are immune.

Boedullus’s Illusion of Grandeur [Sor/Wiz7]

Illusion (phantasm)
Target: One creature
Casting time: 1 action
Components: V, S
Duration: 1 minute/level
Range: Touch
Saving throw: Will negates (harmless) (see text)
Spell Resistance: Yes (harmless)

This spell causes the recipient to believe herself the better of all those around her. The strength of
this belief is such that it actually confers a degree of superiority on the subject. She gains the
attack bonus of a fighter of her level, the saving throws of a monk of her level, and gains 1
temporary hit point per caster level. However, because she believes herself infinitely superior to
those around her, she will not stoop to cooperating or negotiating with her subordinates. She
fights using her own strategy, demands priority in the casting of beneficial spells on the party
(since she is the most vital to protect), will not bother to aid overwhelmed allies, refuses to cast
her own beneficial spells on party members (if she has any), and all in all becomes an extreme
nuisance. Some (mostly evil or neutral) parties have no problems with these attitudes, since it is
not unlike their normal state of mind, though good parties are known to practice hesitation in its
casting. Though a will save negates, the effect is mostly harmless, so most subjects voluntarily
fail their save.

Force Explosion [Sor/Wiz7]

Evocation [Force]
Target: One creature or object
Casting Time: 1 action
Components: V, S
Duration: Instantaneous + variable (see text)

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Range: Medium
Saving Throw: Fortitude partial (see text)
Spell Resistance: Yes

This spell creates an explosive force inside of a creature or an object whose weight is no more
than 50lbs per level of the caster. The target must make a Fortitude save or detonate in a blast
that inflicts damage on any creature or object within 10 feet of the explosion. The target is
obliterated, though enough remains can be salvaged for resurrection. The explosion deals 1d6
points of damage per two hit dice of the victim or per 50lbs of the object, up to a max of 10d6.
If the target saves, it still takes 5d6 damage. If the target is a living creature, it suffers a -2
enhancement penalty on attack, damage, and saving throw rolls for 1 minute.

Greater Iron Maiden [Clr7, Witch 7]

As iron maiden.

As per iron maiden, except this spell affects every enemy within 30’ of the first target.

Khelben’s Warding Whip [Sor/Wiz7]

Abjuration
Target: One creature
Casting Time: 1 action
Components: V, S
Duration: 3 rounds
Range: Close
Saving Throw: None
Spell Resistance: No

Created by the Prime wizard Khelben “Blackstaff” Arunsen, rumored Lord-Mage of Waterdeep,
this spell is targeted at a wizard’s defenses. It will automatically dispel one active spell of 8th
level or lower each round. The spell dispelled is chosen based upon level; the higher the level,
the faster it will drop. If two or more are the same level, it is chosen randomly. Warding whip
can be deflected by spell shield and spell turning as normal.

Lift Enchantment [Sor/Wiz7]

Transmutation
Target: One magical item
Casting Time: 1 hour
Components: V, S, XP
Duration: Permanent
Range: Touch
Saving Throw: None
Spell Resistance: No

You siphon the power from one magic item and transfer it into another. For example, if you
found +2 leather armor with the death ward enchantment (a total of +5), you may use lift
enchantment to transfer the +2 enhancement bonus and/or the death ward enchantment into

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another suit of armor or item capable of receiving these enchantments. If your new item already
had the enchantment, similar bonuses will not stack, though they may overlap. In the case above,
transferring the enchantments to a suit of +5 full plate would make the final armor +5 full plate
of death ward (a total of +8). The magical item drained is no longer magical, though it is,
naturally, still a masterwork item. You need not have any prerequisite item creation feats when
you cast this spell. The DM may need to determine items appropriate for lift enchantment. You
cannot make an item greater than +10 value, nor can you cast lift enchantment on minor or major
artifacts.
XP cost: 25XP per 1000gp value of the final item. A sword finalized as a +10 weapon
would therefore cost 4,000XP to transfer. This is identical to normal experience costs for
creating the item.

Odesseiron’s Insightful Tactics [Sor/Wiz7]

Divination
Target: You
Casting time: 1 action
Components: V, S
Duration: 1 round/level
Range: Personal
Saving throw: None
Spell resist: No

This spell was developed by the archmage Kilotkis Odesseiron to get an inkling of what was to
come in the immediate future. It grants the caster an insight bonus to AC of +1 per three levels
(maximum +6), and grants this same bonus to initiative and reflex saves for the spell’s duration.
Also, due to heightened awareness of the caster, he gains the evasion (not improved evasion) and
uncanny dodge abilities equal to a rogue of his level.

Pestilential Death [Drd7]

Necromancy
Area: 30' globe
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Close
Saving Throw: Fortitude partial
Spell Resistance: Yes
You summon a globe of contact poison that may be hurled much like a fireball. The explosion
hits everything within 30', and all creatures within must make a Fortitude save or lose 2d8/2d8
Con. Victims saving still lose 1d6 points of Con for one minute.

Power Word, Slow [Sor/Wiz7]

Conjuration (Creation)
Target or Area: Creatures with up to 200 hit points in a 15’ radius sphere
Casting time: 1 action
Components: V

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Duration: 3d4 rounds
Range: Close
Saving throw: None
Spell Resistance: Yes

As slow, except the target(s) is not allowed a save. It affects creatures with the lowest hit points
first, moving on until up to 200 hit points of creatures are affected. If the target is already hasted,
or receives a partial action from other source, the effect is dispelled (or suppressed for the spells
duration).

Red Lightning [Drd7]

Evocation [Fire, Electricity]
Area: cone
Casting Time: 1 action
Components: V, S
Duration: Concentration, up to 3 rounds.
Range: Close
Saving Throw: Reflex ½
Spell Resistance: Yes

You throw your hands outward and launch a torrent of death that extends forth in a cone You
may wave the red lightning back and forth while active, though never more than 90 degrees in a
single round. A target caught in the blast that continues to charge the caster may take damage
each round if the spell is held. The caster must hold concentration to keep the spell going.
The red lightning is made up of lightning bolt-like strands that are a combination of
lightning and fire. Therefore the damage is treated as part of each; creatures normally immune to
one may still take damage from the other. Targets hit by the spell suffer 1d6 points of damage
per caster level (max 20d6), save for half.

Shield of the Archons (Ward of the Fiends) [Clr7]

Abjuration
Target: You
Casting Time: 1 action
Components: V, S
Duration: 1 minute/level
Range: Personal
Saving Throw: Will negates (Harmless)
Spell Resistance: Yes (Harmless)

This spell is very similar to the wizard spell spell turning. The difference, however, is that the
spells are not reflected, only absorbed. The priest can absorb 1 spell level for every 2 levels of
XP. As long as any levels are left on his shield, he will absorb the full spell. For example, even if
he is hit with a 9th level spell but has 1 spell level left to absorb, the 9th level spell will be
absorbed. It otherwise follows the same restrictions as spell turning.

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The Simbul’s Spell Sequencer [Sor/Wiz7]
As The Simbul’s minor sequencer except 3 spells of 4th level or lower may be stored.

Sphere of Survival [Clr7, Drd7]

Abjuration
Area: 10’ globe about caster
Casting Time: 1 action
Components: V, S
Duration: 1 hour/level (D)
Range: Personal
Saving Throw: None
Spell Resistance: No

This spell creates a bubble of protection that shields against one type of element and provides a
breathable atmosphere for all within. It only functions when taken to the Inner Planes (it can be
cast elsewhere, but does nothing). The caster can move the globe at a rate of 50’ per round with
but a simple thought (a free action).

True Name [Sor/Wiz7, Witch7]

Transmutation
Target: One creature
Casting Time: Variable (see text)
Components: V, S
Duration: Variable (see text)
Range: Close
Saving Throw: Will Negates
Spell Resist: No

Using the potency of a creature’s true name, this spell can cause the victim great pains. By
speaking the name, the wizard can create many effects, domination, suggestion, polymorph (as
polymorph other), weakness (-4 to all rolls), or another at the DMs discretion. The creature is
allowed a save, but it suffers a –4 penalty due to the amazing power of the Name. The effects last
for either one day or the duration of the interwoven spell, whichever is longer. Creatures
dominated and forced to do something against their nature receive an unmodified save to resist,
though the compulsion is not broken; they simply will not do that specific task. This spell cannot
be cast on a chaotic plane.
Learning a true name may take anywhere from 2-24 months or even longer and requires
extensive use of the legend lore spell and simple research. It is most often used to bind fiends.
None of these effects can be dispelled in any way.

Eighth Level Spells

Mass Harm [Clr8, Drd9]

Necromancy
Target: One or more creatures, all of which must be within 30’ of each other
Casting Time: 1 action

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Components: V, S
Duration: Instantaneous
Range: Close
Saving Throw: Fortitude negates
Spell Resist: Yes

As harm, except with multiple targets and with a save. Also, an attack roll is not required; this
spell is targeted like most others.

Valcrys’s Greater Bloodfire [Sor/Wiz8]

Evocation [Fire]
Target: One spell-casting creature (see text)
Casting Time: 1 action
Components: V, S
Duration: 1 round/level
Range: Close
Saving Throw: None
Spell Resistance: Yes

As Valcrys’s bloodfire, except there is no save.

Ninth Level Spells

Cromlich’s Oblivion [Sor/Wiz9]

Necromancy
Target: One creature
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Close
Saving Throw: Fortitude negates
Spell Resistance: Yes

This dark, twisted spell was personally envisioned by the Doomguard factol Ely Cromlich
following the Faction War. It was designed to cause its victims the maximum amount of pain in
their slow destruction. A black, writing mass of pure entropy springs forth from the caster’s hand
and latches onto one target. This piece of Oblivion freezes a target in his place as it slowly
consumes his essence. In effect, the target must make a Fortitude save. Failure means he cannot
move and must slowly watch as his body is consumed by Oblivion. The mass makes its way up
the victim’s body, permanently consuming 2 points of Constitution per round. The Oblivion can
only be dispelled by a successful dispel magic check or a Mordenkainen’s disjunction. The
victim himself is absolutely helpless until his Constitution is gone, at which point he is
permanently destroyed. In addition, the spell’s caster receives an influx of this drained Con,
gaining 1 point for every 2 points drained. This temporary Constitution lasts 1 hour.

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 Death ward does not prevent this spell from taking effect. Creatures with no Constitution
score (such as undead) must save or be instantly destroyed. Members of the Doomguard are
immune.

Greater Shield of the Heavens (Greater Ward of the Hells) [Clr9]

As shield of the heavens, except the caster receives a spell resistance of 40 in addition to the
damage reduction of 20 versus physical weapons.

Nature's Beauty [Drd9]

Illusion (phantasm)
Target: You
Casting Time: 1 action
Components: V, S
Duration: Instantaneous
Range: Personal
Saving Throw: Fortitude partial (see text)
Spell Resistance: Yes

Your briefly transform into the shape of either a nymph or similar creature (depending upon the
sex of your target) of perfect beauty. All creature viewing the caster must make a Will save or
die of longing for the illusion. Even with a successful save, viewers must save again or be
blinded for 1 hour. The illusion lasts but a few seconds, but anyone within sight may be affected
by the spell (party members are immune).

The Simbul’s Spell Trigger [Sor/Wiz9]

Schools: Evocation
Area of Effect: caster
Casting Time: 1 round
Components: V, S
Duration: Permanent
Range: Touch
Saving Throw: Will Neg. (Harmless)
Spell Resistance: Yes (Harmless)

As minor sequencer, except that 3 spells of 6th or lower level may be stored.

True Dispelling [Clr9, Drd9, Witch 9]

As dispel magic, though the bonus is not limited by caster level. Thus, a 37th level priest would
cast her dispel check at a +37.

Volcano [Drd9]
Transmutation
Area: 15' radius (see text)
Casting time: 1 round
Duration: 1 round/3 levels
Range: Long

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Saving Throw: Reflex ½
Spell Resistance: Yes

Similar to the spell geyser, but rather than superheated steam, the ground erupts with liquid hot
magma. The damage is 1d8/level (maximum 25d8), and anyone within 30 feet but NOT within
the 15 foot eruption takes 1 point of damage per caster level from the shower of droplets (max
25). Like geyser, creatures failing their initial save are thrust into a 10 foot hole of burning
magma, which will continue to inflict full damage against them until they leave it (+7 DC to
Climb checks). Also like geyser, it must be cast upon ground made of rock or dirt to have any
effect. A Quench spell will automatically halt this use of the spell.
Alternately, if the caster has access to an active volcano, he can cause it to erupt with this
spell. It then lasts for 1 day/3 levels, and will decimate the region around it for 1/10th of a mile
per caster level (up to 2 miles). This use of the spell is usually an evil act, especially if villages or
other sites of civilization are affected.

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 Chapter Twelve:
Psionic Powers
More is Better
More than any other spell-casting class, psions need help. They have some great feats and even
some cool powers, but their actual power selection is limited; not just as a character limitation,
but as in there aren’t many powers in the Psionics Handbook. Some of the supplements from the
web have helped to remedy this, but there are other powers in this campaign world that are
relatively common. Nearly all of them are attainable by psychic warriors, who have arguably the
largest contingent of useless spells of any 3E class.

Second Level Powers

Death Feint [Psion2]

Telepathic (Cha) [Mind-affecting]
Target: One creature
Manifesting Time: 1 action
Duration: 1 round/level
Range: Close
Display: Vi
Saving Throw: Will Negates
Power Resistance: Yes
Power Points: 3

This power makes the victim believe that he can kill any creature with a single hit. When he
strikes another character, his mind creates an illusion that that creature died. During this time, the
stricken creature is effectively able to gain a free partial action in which to retreat under an
invisible guise or to possibly make an attack, to which he will catch his opponent flat-footed
(unless the target has uncanny dodge or a similar ability). After the character takes his partial
action, the illusion ends and the victim sees the character normally.

Lend Health [Psion2, Psychic Warrior2]

Psychometabolic (Str)
Target: One creature
Manifesting Time: 1 action
Duration: Instantaneous
Range: Touch
Display: Ma, Vi
Saving Throw: Fortitude Negates (Harmless)
Power Resistance: Yes (Harmless)
Power Points: 3

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You transfer your hit points to another creature. They are spent on a 1/1 ratio, with you taking as
much damage as you transfer. You cannot transfer more hit points than you have or reduce
yourself to unconsciousness, but otherwise there is no limit to the health you can lend.

Psiblade [Psion2, Psychic Warrior2]

Psychokinesis (Con)
Effect: Swordlike beam
Manifesting Time: 1 action
Duration: 1 minute/level (D)
Range: Touch
Display: Vi, Ol
Saving Throw: None
Power Resistance: Yes
Power Points: 3

You create a shimmering blade of silver-white psychic energy that springs forth from your hand.
You wield this psiblade as a medium-sized sword of your choice. Because the energy is
insubstantial, attacks are made as melee touch attacks, though you do not add your strength
modifier to the damage. Regardless of the weapon’s shape, it inflicts 1d8 points of damage +1
per two manifester levels (max +10). The weapon’s damage is purely psychic energy which can
harm any creature, though power resistance is checked with each hit if applicable.

Silence Shell [Psion2]

Psychokinesis (Con)
Area: 15’ radius centered on creature, object, or point in space
Manifesting Time: 1 action
Duration: 1 minute/level
Range: Long
Display: Ol
Saving Throw: Will Negates or none (object)
Power Resistance: Yes or no (object)
Power Points: 3

You manipulate the molecules in a given area to resist vibration by sheathing them in invisible
psychic energy; in effect, no sound can pass through or be emitted in the area of the power. The
effect is stationary. Any object on a creature when the power is manifested receives a Will save
and PR at the level of the character wearing it. Unattended objects and points in space receive no
save.

Venom [Psion2, Psychic Warrior2]

Metacreativity (Int)
Target: One weapon of the caster
Manifesting Time: 1 action
Duration: Until Discharged
Range: Touch

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Display: Ma
Saving Throw: Fortitude negates (see below).
Power Resistance: No
Power Points: 3

The psion alters the properties of any of his weapons at the molecular level, causing them to be
toxic as well as normally damaging. The weapons inflicts 1d6 points of Con damage on a
successful strike unless a fortitude save (DC 10 + ½ caster level + Int modifier) is made. The
weapon remains poisoned until used successfully or the power’s duration expires.

Third Level Powers

Adrenaline Rush [Psion3, Psychic Warrior3]

Psychometabolism (Str)
Target: You
Manifesting Time: 1 action
Duration: 1 round/level (D)
Range: Personal
Display: Vi
Saving Throw: None
Power Resistance: No
Power Points: 5

The psion wills her body to produce increased amounts of adrenaline, thus granting her increased
speed, strength, and agility at the cost of mental focus. This functions much as a barbarian’s rage
ability. The psion gains a +4 bonus to strength and constitution as well as a +2 morale bonus on
will saves, though she suffers a -2 penalty to AC. In addition, the psion cannot use skills that
require great concentration (see the rage description on page 25 of the Player’s Handbook). The
exception to this rule is that if the psion has manifested schism, the second part of her mind may
still manifest powers normally because it is unaffected by the “other” bodily processes. At the
end of the rush, the character is drained, suffering a -2 to strength and dexterity and an inability
to run for 1 minute.

Bio-coordination [Psion3, Psychic Warrior3]

Psychometabolism (Str)
Target: You
Manifesting Time: 1 action
Duration: 10 minutes/level (D)
Range: Personal
Display: Ma, Vi
Saving Throw: None
Power Resistance: No
Power Points: 5

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This power hones the psion’s hand-eye coordination and natural reflexes. In effect, it reduces the
penalty for fighting with 2 weapons by 4 points for each hand (but does not give any bonus even
if the penalty were, for example, only 2 points).

Double Pain [Psion3, Psychic Warrior3]

Psychometabolism (Str)
Target: One creature
Manifesting Time: 1 action
Duration: 1 round/level
Range: Touch
Display: Ma, Vi
Saving Throw: Fort negates
Power Resistance: Yes
Power Points: 5

You touch a subject and increase the capacity of his pain receptors. Any time he takes damage
during the power’s duration, that damage is doubled in his mind. When he reaches 0 or less hit
points, he passes out for 1d10 rounds. When he wakes, he then regains all his “fake” hit points. If
the power’s duration ends before the target passes out, he still does not regain the “fake” hit
points for 1d6 rounds.
Creatures without anatomies or those immune to critical hits (such as undead, constructs, etc.)
are immune to this power. If the victim loses consciousness, the power ends.

Magnetize [Psion3]
Psychokinesis (Con)
Target: One metal object
Manifesting Time: 1 action
Duration: 1 round/level (D)
Range: Medium
Display: Me
Saving Throw: None (see text)
Power Resistance: No (see text)
Power Points: 5

You create an intense, temporary magnetic field around a nearby metal object. Any other
metallic objects of less than 50 lbs. within 10’ are drawn to this magnetic field. You could, for
example, magnetize the scale mail on a fighter, and all metal objects within 10’ of the armor
(including, most likely, the fighter’s swords), would slam against the armor and remain fastened
there. The effects from this power can vary, but creatures somehow incapacitated by the
magnetic field are allowed a Strength check DC 15 to break themselves and their items free.
They may make such an attempt as a move-equivalent action. Creatures immobilized by the field
can be rendered unarmed or even prone. If the magnetized item is moved, it will continue to
attract new items moving into its magnetic field.
Creatures made of metal receive Will saves to avoid being magnetized or drawn into a
magnetic field. In this case power resistance applies as well.

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Metabolic Acceleration [Psion3, Psychic Warrior3]
Psychometabolism (Str)
Target: You
Manifesting Time: 1 action
Duration: 1 minute/level (D)
Range: Personal
Display: Vi
Saving Throw: None
Power Resistance: No
Power Points: 5

The psion augments her natural physiological processes, gaining increased speed and agility
because of it. While this power is in effect, the character can take an extra partial action each
round, though it must be a physical action. Thus, a character accelerated could use her regular
action to manifest a power, but the partial action must be used to either move, attack, or
otherwise use physical energy. If manifested in conjunction with schism, the round proceeds as
follows: regular actions, partial action physical, partial action mental taken in whatever order the
manifester wishes. In addition, this power grants a +4 AC bonus.
Note: This power does not stack with haste or other similar effects.

Psychic Phantoms [Psion3]

Telepathy (Cha) [Mind-affecting]
Target: One creature
Manifesting Time: 1 action
Duration: 1 round/level
Range: Close
Display: Vi
Saving Throw: Will negates
Power Resist: Yes
Power Points: 5

This power manipulates the mind of any one creature you target. If they fail a will save, their
senses tell them that there is always someone behind them. Even if they turn, they cannot find
this person, but they always believe the individual exists (like a dog chasing its tail). In effect,
the victim always feels he is flanked and is treated accordingly (+2 bonus to hit, subject to sneak
attacks, etc) by all threatening creatures. He cannot dodge this phantom until the power ends; if
he is surrounded by rogues, this may be a sure (and quick) death sentence. Even characters with
uncanny dodge are susceptible to this power, as the figment of their imagination is not real; they
believe they cannot escape this illusory foe.

Fourth Level Powers

Constriction [Psion4, Psychic Warrior4]

Psychokinesis (Con)
Target: One breathing creature size large or smaller
Manifesting Time: 1 action
Duration: Concentration or up to 1 round/level

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Range: Close
Display: Me
Saving Throw: Will negates
Power Resistance: Yes
Power Points: 7

You reach out with psychic energy and choke a target creature. If the target fails her save, you
can life her 5’ off the ground and hold her in place. Your telekinetic energy wraps itself around
her throat and begins to squeeze, inflicting 10d6 damage per round the constriction is
maintained. Characters failing their save and held in the grip cannot walk, fly, or otherwise
move. They cannot cast spells with verbal components (or talk coherently, obviously) and must
make concentration checks versus the damage to cast any spells at all. They can only engage in
melee if a foe is within range, and doing so incurs a -4 penalty to attack and damage rolls. The
character can fire missile weapons but also suffers a -4 penalty. Breaking the constriction
requires breaking the manifester’s concentration (through inflicting damage, possibly) or line-of-
sight. Telekinesis, psychic blast, constriction, or a similar power that directs psychic energy back
at the manifester will likewise break the hold. While this power is active, a low rumbling (like
distant thunder) rolls through the air.
Creatures of larger than large size are unaffected. Creatures that do not draw breath (such
as undead) can be constricted and held in place, but they take no damage from the power and can
cast spells and use weapons normally.

Enhanced Senses [Psion4, Psychic Warrior4]

Psychometabolism (Str)
Target: You
Manifesting Time: 1 action
Duration: 1 round a level (D)
Range: Personal
Display: Ma
Saving Throw: None
Power Resistance: No
Power Points: 7

The psion’s natural senses are greatly enhanced, granting bonuses to many skills and abilities.
The manifester receives a +1 bonus per 3 manifester levels to the following skills: Intuit
Direction, Listen, Search, Spot, and Sense Motive. In addition, the preternatural awareness grants
a competence bonus to all saves equal to the bonus to the skills (to a maximum of +5 for both).
And finally, the character’s normal sight and hearing range is multiplied by a factor equal to this
bonus as well.
On the negative side, these increased senses make the character slightly more vulnerable
to assaults against the senses. Apply this bonus number as a penalty to save against all effects
that directly target the five senses (i.e. sonic attacks, gas attacks, blindness, etc).

Greater Venom [Psion4, Psychic Warrior4]

Metacreativity (Int)
Target: One weapon

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Manifesting Time: 1 action
Duration: Until discharged
Range: Touch
Display: Ma
Saving Throw: Fortitude Negates
Power Resistance: No
Power Points: 7

As venom, except the poison is more deadly, inflicting 1d10/1d10 Con damage on a successful
strike. In addition, it can also be used on weapons other than those used by the manifester. The
poison dissipates after one use. A fortitude save (DC 10 + ½ caster level + Int modifier) negates
the damage.

Heightened Danger Sense [Psion4, Psychic Warrior4]

Clairsentient (Wis)
Target: You
Manifesting Time: 1 action
Duration: 1 hour/level (D)
Range: Personal
Display: Ol
Saving Throw: None
Power Resistance: No
Power Points: 9

As danger sense, except your warnings are greater. You gain the benefits of uncanny dodge,
conveying such benefits as a rogue of your psion level (flat-footed immunity, etc). You retain the
+4 bonus against traps as danger sense. Descriptively, whenever danger is imminent, you
typically get a “sinking feeling,” though the sense is vague at best.

Internal Fortitude [Psion4, Psychic Warrior4]

Psychometabolism (Str)
Target: You
Manifesting Time: 1 action
Duration: 10 minutes/level (D)
Range: Personal
Display: Ma
Saving Throw: None
Power Resist: No
Power Points: 7

The psion hardens his interior, shielding his organs against physical attack. The manifester is no
longer subject to sneak attacks, critical hits, death from massive damage, or similar effects for
the duration of the power.

Invincible Foes [Psion4]

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Telepath (Cha) [Mind-affecting]
Target: One creature
Manifesting Time: 1 action
Duration: 1 round/level
Range: Medium
Display: Vi, Me
Saving Throw: Will negates
Power Resist: Yes
Power Points: 7

The victim of the power believes that any blow stuck will kill him. Even if the blow only causes
a single point of damage, the victim collapses to the ground writhing in pain. A struck character
is paralyzed for one minute regardless of what happens to him afterwards (attempts to kill him,
etc.). Even if the victim is not stuck, this could make him radically alter his strategy, as he
believes death is imminent.

Lethal Strike [Psion4]

Psychokinetic (Con)
Target: You
Manifesting Time: see text
Duration: Instantaneous
Range: Touch
Display: Ma
Saving Throw: None
Power Resistance: No
Power Points: 11

You unleash a burst of psychic energy upon completing a successful sneak attack. For a single
sneak attack, the damage is maximized. Thus, a psychic assassin hitting for 5d6 sneak attack
damage would instead do a flat 30 damage. It has no effect if the psion has no sneak attack
damage to add to an attack.
This power may be manifested instantly upon sneak attacking an opponent. The lethal
strike must be announced before the attack is made; if it misses, the power is wasted. It counts
against the standard limit of one quickened power each round.

Wreath of Fire [Psion4, Psychic Warrior4]

Psychokinesis (Con) [Fire]
Target: You
Manifesting Time: 1 action
Duration: 1 round/level
Range: Personal
Display: Ol
Saving Throw: None
Power Resistance: No
Power Points: 7

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This power creates a serpent-like wreath of flame that trails about the caster. Anyone hitting the
caster with a melee weapon is subject to a sudden fiery retribution: the wreath of fire inflicts 2
points of fire damage for every point of physical damage inflicted upon the manifester. Note that
the manifester still takes this physical damage normally. The wreath casts light for about 10’.
While the power is in effect, the air within 30’ of the caster reeks of brimstone and sulfur.

Fifth Level Powers

Combat Trance [Psion5, Psychic Warrior5]

Psychometabolic (Str)
Target: You
Manifesting Time: 1 action
Duration: 1 round/level (D)
Range: Personal
Display: Ma
Saving Throw: None
Power Resistance: No
Power Points: 9

The manifester places his body into an a state of near perfect attunement to his mind and
surroundings. This grants considerable bonuses to combat. While active, the combat trance
grants +1 hit point per manifester level, +1 competence point of strength for every 3 manifester
levels, and allows the manifester to inflict maximum damage with every melee or missile attack
(special damage such as a sneak attack does not get maximized). The hit points are not lost first
as with temporary hit points. When the combat trance ends naturally, the caster is fatigued (-4
strength and dexterity) for one minute.

Dimension Blade [Psion5, Psychic Warrior5]

Metacreativity (Int)
Target: One weapon of the caster
Manifesting Time: 1 action
Duration: 1 round/level (D)
Range: Touch
Display: Ma
Saving Throw: None
Power Resistance: No
Power Points: 9

Drawing upon the Astral winds and then folding this energy into a pocket dimension, this
manifestation causes weapons to cut through corporeal material as if it wasn’t even there; it can
cleanly slice through any object with a hardness rating of 10 or less automatically. Count only
hardness points about 10 for purposes of damaging objects. In combat, a dimension blade does
no additional damage, but it is resolved as a melee touch attack.
Against incorporeal or astral projected foes, this weapon has no effect. Additionally, a
dimensional anchor power manifested on the weapon nullifies this special ability with no save; it

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requires an astral gateway to function. On the Astral Plane itself, the weapon still functions
normally.

Greater Animal Affinity [Psion5, Psychic Warrior5]

Psychometabolism (Str)
Target: You
Manifesting Time: 1 action
Duration: 10 minutes/level (D)
Range: Personal
Display: Ma
Saving Throw: None
Power Resistance: No
Power Points: 9

Similar to animal affinity except that you can take on specific ability scores from normal (not
dire or legendary) animals or large size or less. You could, for example, choose to take on the
physical strength of a polar bear (27). You can emulate one ability score per manifestation of this
power. You do not take on any physical characteristics of the animal in question (such as claws
or hairy arms), though your muscles might swell slightly or your body might trim up a small
amount. You gain bonuses for increased ability scores as normal (such as increased hit points
from Constitution) unlike polymorph self. The bonus is racial, not enhancement, and thus it
stacks with normal animal affinity and items that grant enhancement bonuses to ability scores

Night Terrors [Psion5]

Telepathic (Cha) [Mind-affecting]
Target: One creature
Manifesting Time: 10 minutes
Duration: Instantaneous
Range: Unlimited
Display: Me
Saving Throw: Will negates
Power Resistance: Yes
Power Points: 9

You enter a deep trance and mentally touch a sleeping creature. Range is not a factor so long as
psionic energy can penetrate the distance between the subjects. Upon making contact, you can
determine whether or not the creature is awake or sleeping. If the subject is awake, he becomes
aware of a subtle mental intrusion and can automatically break the connection. If he is asleep, he
makes a Will save. If the save fails, his nervous system begins to accelerate, placing him in a
heightened state of arousal that causes fits of shaking and deep sweating. During the 10 minute
manifestation, the subject cannot be awakened.
Once the power is manifested and the subject’s night terrors end, he awakens with a start,
usually screaming or cursing. He acts as if he hadn’t slept at all, failing to regain hit points,
power points, or spells, and he is unable to go to sleep for a 24 hour period without the assistance
of magic (a sleep spell, for example), a psionic power to calm himself (suspend life) or psychic
chirurgery. Healing spells do not repair the temporary psychological trauma.

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 For the duration of the day after the night terrors, the subject is in a hallucinatory state,
occasionally seeing fleeting images of people, places, or horrible events. He suffers a -4 penalty
to attack and damage rolls as well as skill and ability checks for the day.
Night terrors can only be cast upon a creature once in a given night even if they make
their save. It can be blocked by any normal means of stopping telepathy.

Steal Thoughts [Psion5]

Telepathic (Cha) [Mind-affecting]
Target: One creature
Manifesting Time: 1 action
Duration: Concentration + 1 round/level once concentration is ceased with a maximum of 1
minute/level
Range: Medium
Display: Vi, Me
Saving Throw: None
Power Resistance: Yes
Power Points: 9

As detect thoughts, except the intrusion is more pervasive. Any character unshielded against
mind-affecting powers is vulnerable, as there is no saving throw. Characters using this power
receive a +10 circumstance bonus on Bluff, Disguise, and Sense Motive checks against
character’s whose minds they are reading. If used on someone while engaged in combat, steal
thoughts grants a +4 insight bonus on AC and attack rolls versus the targeted creature. Unlike
detect thoughts, this power lasts for a few rounds after concentration is ceased and cannot be
shifted to multiple subjects

System Shock [Psion5, Psychic Warrior5]

Psychometabolic (Str)
Target: One creature
Manifesting Time: 1 action
Duration: Instantaneous
Range: Touch
Display: Ma, Vi
Saving Throw: Fortitude partial
Power Resistance: Yes
Power Points: 9

Upon successfully touching a creature, you cause his nervous system to fire in hellacious
rhythms, sending his body into a convulsive shock. If the creature fails a fortitude save, he lies
gripped by seizure upon the ground, effectively helpless for 1d10 minutes. If the victim saves, he
has managed to avoid the worst effects of the power, but still suffers 3d6 points of damage +1
per manifester level.

Sixth Level Powers

Blade of Fire [Psion6, Psychic Warrior6]

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Metacreativity (Int) [Fire]
Target: One weapon
Manifesting Time: 1 action
Duration: 1 round a level (D)
Range: Touch
Display: Ma
Saving Throw: None
Power Resistance: No
Power Points: 11

Blade of fire sheathes a single of the manifester’s weapon in psychic fire. The weapon glows
with red energy and inflicts an additional point of fire damage per manifester level (max +20). If
the weapon is released, the power instantly ends.

Mass Magnetize [Psion6]

Psychokinesis (Con)
Target: Up to 1 object per 2 manifester levels, none of which can be more than 30ft apart.
Manifesting Time: 1 action
Duration: 1 round/level (D)
Range: Medium
Display: Me
Saving Throw: None (see text)
Power Resistance: No (see text)
Power Points: 11

As magnetize, except that you can magnetize multiple objects with a stronger field capable of
affecting metallic objects and creatures weighing up to 25lbs./level. If an item is subject to an
overlapping pull, it remains implanted firmly between them. If a creature or items on his
possession are affected, the Strength check DC is 20.

Psychic Shield [Psion6, Psychic Warrior6]

Psychokinetic (Con)
Target: You
Manifesting Time: 1 action
Duration: 1 hour/level (D)
Range: Personal
Display: Ma
Saving Throw: None
Power Resistance: No
Power Points: 11

This potent defensive power allows a psion to sacrifice power points for damage. Any time the
psion is wounded, he may absorb 6 hit points of damage for each power point he burns away up
to a maximum of one-half the damage he received. Thus, a psion struck for 14 damage by a long
sword could convert 2 of his power points to reduce the actual damage taken to 7. The extra 5/6
of a power point can be used at a latter time for this spell, though it wouldn’t be usable to

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manifest a power. The psychic shield applies against each and every attack the psion faces each
round, and it applies after any other damage reductions have been included (such as inertial
barrier).

Subjective Reality [Psion6]

Clairsentience (Wis)
Target: You
Manifesting Time: 1 action
Duration: 1 round/level (D)
Range: Personal
Display: Ol
Saving Throw: No
Power Resistance: No
Power Points: 11

All psions know the mind is a powerful entity and that its perception of realty is more important
than any “truth.” Subjective reality allows them to best illustrate this point. In effect, the
manifester chooses to disbelieve attacks that would otherwise harm him. Each time the
manifester would be injured in some way, he receives a will save to successfully convince
himself that this attack never happened. For example, if a fighter took a swing at the psion and
hit, the manifester would make a will save versus a DC equal to the total attack roll. If
successful, he takes no damage. This repeats for each attack that would have hit him in the
round. Additionally, powers, power-like affects, and supernatural abilities that would adversely
affect the character can be disbelieved one at a time, with the DC being set either by the power or
by the attack. Even powers that don’t normally allow a save grant one in this case. The
manifester can, as a free action, choose to ignore or accept the effects of any of these conditions
as he wishes even if it isn’t his turn. Thus, if the party psion manifests affinity field, he can
choose to believe this power even when one round later the opposing psion manifests breath of
the dragon, which he will obviously wish to disbelieve. This power is limited in that it can only
disbelieve attacks (physical or psionic) that directly impact the character—not that target him
specifically, but that effect him directly. Thus, the manifester cannot disbelieve the ectoplasmic
wall in front of him, but he could disbelieve a breath of the dragon power sprayed across an area.
If the power normally allows a save, the manifester of this power receives both—one to
disbelieve, and then his normal one.

Talent Transference [Psion6, Psychic Warrior6]

Telepathy (Cha) [Mind-affecting]
Target: One sentient creature
Manifesting Time: 1 action
Duration: 10 minutes/level (D)
Range: Close
Display: Me
Saving Throw: Yes (Harmless)
Power Resistance: Yes (Harmless)
Power Points: 11

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By stretching out her mind, the psion taps into the long-term memory of a subject and pulls free
skills and training from that individual. This power unlocks the combat ability and extraordinary
abilities of the chosen creature, but not magical or psychic knowledge, as either is too difficult to
pull from any specific segment of memory. In effect, the telepath can temporarily “learn” these
skills from the subject. She gains a base attack bonus equal to that of the target and the
extraordinary abilities of the target (including feats) up to her character level maximum. Thus, a
15th level psion tapping into the psyche of a 17th level fighter could conceivably gain a +15 to
attack and 8 bonus fighter feats. She may keep either her own attacks or feats if she so chooses.
Using this example, she would have a total number of feats equal to 8 bonus feats + 5 for her
character level (racial bonus feats are not absorbed or included; they are not the result of a
learned talent). She could keep her own 5 and add the 8 fighter feats or possibly pick all 13 from
the fighter she’s in contact with. It’s worth repeating: spells, spell-like powers, supernatural
abilities, or psychic potential is not imparted through this power. Thus evasion could be learned,
but damage reduction could not. If used on a monster, abilities can only be emulated if the
creature has equal or lesser hit dice to the psion.
Though this knowledge is temporarily imparted to the psion, it has no effect on the target. He or
she retains all previous knowledge.

True Venom [Psion6, Psychic Warrior6]

Metacreativity (Int)
Target: One weapon
Manifesting Time: 1 action
Duration: 1 round/level
Range: Touch
Display: Ma
Saving Throw: Fort negates (see below)
Power Resist: Yes
Power Points: 11

As venom, except that the poison is more deadly and can be used for multiple strikes. The poison
inflicts 2d6/2d6 Con damage upon any victim failing a Fortitude save (DC 10 + ½ caster level +
Int modifier).

Seventh Level Powers

Magnetic Shell [Psion7]

Psychokinesis (Con)
Target: You
Manifesting Time: 1 action
Duration: 1 minute/level (D)
Range: Personal
Display: Me
Saving Throw: None (see text)
Power Resistance: Yes
Power Points: 13

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You wrap a powerful magnetic field about your being. It extends 5’ in every direction, and the
air shimmers just slightly as you move. Metal items and creatures are unable to penetrate this
shell, being effectively repulsed the moment they come near. If the magnetic shell is forced upon
a metallic creature or one carrying metallic items, it receives a Will save to avoid being pushed
aside.

Eighth Level Powers

Draconic Affinity [Psion8]
Psychometabolism (Str)
Target: You
Manifesting Time: 1 action
Duration: 10 minutes/level (D)
Range: Personal
Display: Vi
Saving Throw: None
Power Resistance: No
Power Points: 15

You can alter your form to be more like that of a powerful Wyrm. You can give yourself any one
ability score naturally possessed by a dragon. Your body may alter slightly to reflect the changes,
such as growing powerful arms for strength. You may manifest the power multiple times to
augment multiple ability scores. Since these are racial bonuses, they stack with normal
enhancement bonuses such as animal affinity and the like.

Ninth Level Powers

Psionic Negation [Psion9]
Psychokinesis (Con)
Target: One item, one character, or one 30’ radius area
Manifesting Time: 1 action
Duration: Instantaneous
Range: Close
Display: Ma
Saving Throw: None (see text)
Power Resistance: No (see text)
Power Points: 17

This is the ultimate anti-psionics power. It functions against psionics much as a Mordenkainen’s
disjunction affects magic. It has three uses.
Individual Negation: If targeted on an individual, you negate all current power effects
active on the target. Incarnated power effects receive a Will save (at the level of their original
manifester) or they are negated. Ablating, Power turning, or similar magic may deflect a psionic
negation back at the manifester or simply absorb it. Items are not affected.
Area: If targeted in an area, it functions as a negate psionics with an automatically
successful manifester level check. Thus, the highest-level power currently active in the area (or
on each target) would automatically be negated. Items and incarnated powers are not affected.

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 Item: If targeted at a specific psionic item, it can remove all psionic energy from the item
permanently unless the item makes a Will save (either its own save or that of its wearer,
whichever is higher). Psionic artifacts can be targeted by this power, but the save at a +20 bonus.
Destroying an artifact may incur the wrath of a powerful being associated with the item. In this
application of the power, nothing else besides a single item is affected.

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