1. Races


a. Races with racial weapons now have automatic Weapon Familiarity with those weapons. This means that the character can treat the weapon as if it were on the Martial Weapon list, rather than the Exotic Weapon list. Note that the character must still have martial weapon proficiency to use the weapon without penalty. This applies to:

- Orcs (NOT half-orcs): Orc Double Axe

- Dwarves: Dwarven waraxe, dwarven ugrosh

- Gnomes: gnome hooked hammer


b. Dwarves get a +4 stability bonus against being bull-rushed or tripped; dwarves retain their full movement rate (20’) in medium or heavy armor.


c. Gnomes now get +1 DC to illusion spell’s saving throws, and have favored class: Bard. Gnome spell-like abilities are now based on Charisma.


d. Half-Elves now get +2 on all Diplomacy and Gather Information checks.


e. Halflings aren't innately proficient with slings, though they will get a +1 bonus to attacks with slings and thrown weapons.


2. Classes


a. Bards get 6 skill points per level, no longer suffer from arcane spell failure in light armor (but not Shields, Medium Armor, or Heavy Armor, and only with regard to Bard spells), and have increased musical abilities (3.5 Bard Songs are Countersong, Fascinate, Inspire Courage (give +1 on Atk and Damage and +1 vs Charm and Fear spells; increase by +1 at 8th level and every 6 levels thereafter), Inspire Competence, Suggestion, Inspire Greatness, Song of Freedom, Inspire Heroics, and Mass Suggestion. Song of Freedom is the equivalent of a Break Enchantments spell that he cannot target himself with. Inspire Heroics gives 1 Target +1/3 levels over 15th +4 on all Saves and +4 AC. Mass Suggestions uses the suggestion effect on every creature that he already has fascinated. Perform Ranks required are: Countersong: 3, Fascinate: 3, Inspire Courage: 3, Inspire Competence: 3, Suggestion: 6th Level and 9, Inspire Greatness: 9th Level and 12, Song of Freedom: 12th Level and 15, Inspire Heroics 15th level and 18; Mass Suggestion: 18th Level and 21). Bards swap spells at 5th level and every 3 levels thereafter.


1: Countersong, Fascinate (1 creature), Inspire Courage +1, Inspire Competence, Bardic Knowledge



4: Fascinate (2 creatures)


6: Suggestion

7: Fascinate (3 creatures)

8: Inspire Courage +2

9: Inspire Greatness

10: Fascinate (4 creatures)


12: Song of Freedom

13: Fascinate (5 creatures)

14: Inspire Courage +3

15: Inspire Heroics (1 creature)

16: Fascinate (6 creatures)


18: Mass Suggestion, Inspire Heroics (2 creatures)

19: Fascinate (7 creatures)

20: Inspire Courage +4


Spell list:

0-LEVEL BARD SPELLS (CANTRIPS): Dancing Lights, Daze , Detect Magic , Flare , Ghost Sound, Know Direction , Light , Lullaby , Mage Hand , Mending , Message, Open/Close , Prestidigitation , Read Magic , Resistance , Summon Instrument


1st-LEVEL BARD SPELLS: Alarm, Animate Rope, Cause Fear , Charm Person

Comprehend Languages, Cure Light Wounds , Detect Secret Doors , Disguise Self , Erase

Expeditious Retreat , Feather Fall , Grease , Hypnotism , Identify , Lesser Confusion, Magic Mouth , Nystul's Magic Aura, Obscure Object, Remove Fear, Silent Image , Sleep , Summon Monster I , Tasha's, Hideous Laughter, Undetectable Alignment, Unseen Servant , Ventriloquism


2nd-LEVEL BARD SPELLS: Alter Self, Animal Messenger , Animal Trance , Blindness/Deafness , Blur , Calm Emotions, Cat's Grace , Cure Moderate Wounds , Darkness , Daze Monster , Delay Poison , Detect, Thoughts , Eagle's Splendor, Enthrall , Fox's Cunning, Glitterdust , Heroism , Hold Person , Hypnotic, Pattern , Invisibility , Locate Object , Magic Mouth , Minor Image , Mirror Image , Misdirection , Pyrotechnics , Rage , Scare , Shatter , Silence , Sound Burst , Suggestion , Summon Monster II , Summon, Swarm , Tongues , Whispering Wind


3rd-LEVEL BARD SPELLS: Blink , Charm Monster , Clairaudience/Clairvoyance , Confusion , Crushing Despair, Cure Serious Wounds , Dispel Magic , Displacement , Fear , Gaseous Form

Geas, Lesser ,Glibness, Good Hope, Haste , Illusory Script , Invisibility Sphere , Leomund's Tiny Hut , Major Image , Phantom Steed , Remove Curse , Scrying , Sculpt Sound , Secret Page See Invisiblity, Sepia, Snake Sigil, Slow, Speak with Animals , Summon Monster III


4th-LEVEL BARD SPELLS: Break Enchantment, Cure Critical Wounds, Detect Scrying , Dimension Door , Dominate Person , Freedom of Movement , Hallucinatory Terrain, Hold Monster , Invisibility, Greater , Legend Lore , Leomund's Secure Shelter , Locate Creature , Modify Memory , Neutralize Poison , Rainbow Pattern , Shadow Conjuration, Shout , Speak with Plants, Summon Monster IV, Zone of Silence


5th-LEVEL BARD SPELLS: Cure Light Wounds, Mass; Dispel Magic, Greater ; Dream ; False Vision ; Heroism, Greater; Mind Fog ; Mirage Arcana ; Mislead ; Nightmare ; Persistent Image ; Seeming; Shadow; Evocation; Shadow Walk; Suggestion, Mass; Summon Monster V


6th-LEVEL BARD SPELLS: Analyze Dweomer; Animate Object; Cat's Grace, Mass; Charm Monster, Mass ; Cure Moderate Wounds, Mass; Eagle's Splendor, Mass; Eyebite; Find the Path; Fox's Cunning, Mass ; Geas/Quest ; Heroes' Feast; Otto's Irresistible Dance ; Permanent Image ; Programmed Image ; Project Image ; Scrying, Greater; Shout, Greater; Summon Monster VI; Sympathetic Vibration; Veil


Bard Starting Weapons: All Simple + Longsword, Rapier, Sap, Short Sword, Shortbow, and whip.





b. Ranger: The ranger class philosophy says he is no longer a lightly armored fighter, he is a skill-using hunter.


· Skill points changed to 6

· Hit die changed to d8

· Class skills: Climb, Concentration, Craft, Handle Animal, Heal, Hide, Jump, Knowledge (Dungeonering), Knowledge (Geography), Knowledge (Nature), Listen, Move Silently, Profession, Ride, Search, Spot, Survival, Swim, and Use Rope.

· Favored enemy bonus now gives +2 (it is no longer precision damage; it applies to all types of creatures, even undead and oozes)

· New favored enemy at levels 1, 5, 10, 15, 20 with graduated increases (first enemy at +2; add an enemy at +2 then increase any other favored enemy by +2)

· Wild Empathy ability at level 1 (replaces the Animal Empathy skill, works like Diplomacy)

· Gain a 2-weapon OR archery feat at levels 2, 6 and 11

o TWF at 2d, ITWF at 6th, GTWF at 11th, or

o Rapid Shot at 2d, Manyshot at 6th, Improved Precise Shot at 11th.

· Endurance at level 3

· Animal Companion at level 4

· Woodland stride at level 7

· Swift tracker at level 8 (move normal speed while tracking)

· Evasion at level 9

· Camouflage at level 13 (hide in any terrain even without cover or concealment)

· Hide in plain sight at level 17 (in natural surroundings)

· Additions to spell list: charm animal as a 1st level spell choice, a better barkskin at 2nd, darkvision at 3rd, and animal growth at 4th.

· The ranger’s TWF skills include double weapons like the quarterstaff.

· Rangers get good save progressions for both Fort and Reflex saves.

· Rangers no longer get medium armor proficiency. They are proficient in light armor and shields only.




c. Barbarian changes include:


· Trap sense at level 3 (bonus to reflex saves vs traps)

· Trap sense improves by +1 every 3rd level

· DR 1/- at level 7

· DR improves by 1 at levels 10, 13, 16 and 19

· Greater Rage at level 11

· Indomitable Will at level 14 (+4 to Will saves vs enchantments)

· Tireless Rage at level 17

· Mighty Rage at level 20 (Rage bonus increases to +8 Str, +8 Con, +4 Will)




d. The druid spell list is revised (includes all animal “buff” spells). Druids have the following game statistics.

Abilities: Wisdom determines how powerful a spell a druid can cast, how many spells she can cast per day, and how hard those spells are to resist. To cast a spell, a druid must have a Wisdom score of 10 + the spell's level. A druid gets bonus spells based on Wisdom. The Difficulty Class of a saving throw against a druid's spell is 10 + the spell's level + the druid's Wisdom modifier.

Since a druid wears only light or medium armor, a high Dexterity score greatly improves her defensive ability.

Alignment: Neutral good, lawful neutral, neutral, chaotic neutral, or neutral evil.

Hit Die: d8.

Class Skills

The druid's class skills (and the key ability for each skill) are Concentration (Con), Craft (Int), Diplomacy (Cha), Handle Animal (Cha), Heal (Wis), Knowledge (nature) (Int), Listen (Wis), Profession (Wis), Ride (Dex), Spellcraft (Int), Spot (Wis), Survival (Wis), and Swim (Str). See Chapter 4: Skills for skill descriptions.

Skill Points at 1st Level: (4 + Int modifier) x 4.

Skill Points at Each Additional Level: 4 + Int modifier.

Class Features

All of the following are class features of the druid.

Weapon and Armor Proficiency: Druids are proficient with the following weapons: club, dagger, dart, quarterstaff, scimitar, sickle, shortspear, sling, and spear. They are also proficient with all natural attacks (claw, bite, and so forth) of any form they assume with wild shape (see below). Druids are proficient with light and medium armor but are prohibited from wearing metal armor; thus, they may wear only padded, leather, or hide armor. (A druid may also wear wooden armor that has been altered by the ironwood spell so that it functions as though it were steel. See the ironwood spell description.) Druids are proficient with shields (except tower shields) but must use only wooden ones.

A druid who wears prohibited armor or carries a prohibited shield is unable to cast druid spells or use any of her supernatural or spell-like class abilities while doing so and for 24 hours thereafter.

Spells: A druid casts divine spells (the same type of spells available to the cleric, paladin, and ranger), which are drawn from the druid spell list. Her alignment may restrict her from casting certain spells opposed to her moral or ethical beliefs; see Chaotic, Evil, Good, and Lawful Spells, below. A druid must choose and prepare her spells in advance (see below).

To prepare or cast a spell, the druid must have a Wisdom score equal to at least 10 + the spell level (Wis 10 for 0-level spells, Wis 11 for 1st-level spells, and so forth). The Difficulty Class for a saving throw against a druid's spell is 10 + the spell level + the druid's Wisdom modifier.

Like other spellcasters, a druid can cast only a certain number of spells of each spell level per day. Her base daily spell allotment is given on Table 3–8: The Druid. In addition, she receives bonus spells per day if she has a high Wisdom score (see Table 1–1: Ability Modifiers and Bonus Spells). She does not have access to any domain spells or granted powers, as a cleric does.

A druid prepares and casts spells the way a cleric does, though she cannot lose a prepared spell to cast a cure spell in its place (but see Spontaneous Casting, below). A druid may prepare and cast any spell on the druid spell list, provided that she can cast spells of that level, but she must choose which spells to prepare during her daily meditation.

Spontaneous Casting: A druid can channel stored spell energy into summoning spells that she hasn't prepared ahead of time. She can "lose" a prepared spell in order to cast any summon nature's ally spell of the same level or lower. For example, a druid who has prepared repel vermin (a 4th-level spell) may lose repel vermin in order to cast summon nature's ally IV (also a 4th-level spell).

Chaotic, Evil, Good, and Lawful Spells: A druid can't cast spells of an alignment opposed to her own or her deity's (if she has one). For example, a neutral good druid cannot cast evil spells. Spells associated with particular alignments are indicated by the chaos, evil, good, and law descriptors in their spell descriptions (see Chapter 11: Spells).

Bonus Languages: A druid's bonus language options include Sylvan, the language of woodland creatures. This choice is in addition to the bonus languages available to the character because of her race (see Race and Languages and the Speak Language skill).

A druid also knows Druidic, a secret language known only to druids, which she learns upon becoming a 1st-level druid. Druidic is a free language for a druid; that is, she knows it in addition to her regular allotment of languages and it doesn't take up a language slot. Druids are forbidden to teach this language to non-druids. Druidic has its own alphabet.

Animal Companion (Ex): A druid may begin play with an animal companion selected from the following list: badger, camel, dire rat, dog, riding dog, eagle, hawk, horse (light or heavy), owl, pony, snake (Small or Medium viper), or wolf. If the DM's campaign takes place wholly or partly in an aquatic environment, the DM may add the following creatures to the druid's list of options: crocodile, porpoise, Medium shark, and squid. This animal is a loyal companion that accompanies the druid on her adventures as appropriate for its kind.

A 1st-level druid's companion is completely typical for its kind except as noted in the sidebar on page 36. As a druid advances in level, the animal's power increases as shown on the table in the sidebar.

If a druid releases her companion from service, she may gain a new one by performing a ceremony requiring 24 uninterrupted hours of prayer. This ceremony can also replace an animal companion that has perished.

A druid of 4th level or higher may select from alternative lists of animals (see the sidebar). Should she select an animal companion from one of these alternative lists, the creature gains abilities as if the character's druid level were lower than it actually is. Subtract the value indicated in the appropriate list header from the character's druid level and compare the result with the druid level entry on the table in the sidebar to determine the animal companion's powers. (If this adjustment would reduce the druid's effective level to 0 or lower, she can't have that animal as a companion.) For example, a 6th-level druid could select a leopard as an animal companion. The leopard would have characteristics and special abilities as if the druid were 3rd level (taking into account the -3 adjustment) instead of 6th level.

Nature Sense (Ex): A druid gains a +2 bonus on Knowledge (nature) and Survival checks.

Wild Empathy (Ex): A druid can use body language, vocalizations, and demeanor to improve the attitude of an animal (such as a bear or a monitor lizard). This ability functions just like a Diplomacy check made to improve the attitude of a person (see Chapter 4: Skills). The druid rolls 1d20 and adds her druid level and her Charisma modifier to determine the wild empathy check result. The typical domestic animal has a starting attitude of indifferent, while wild animals are usually unfriendly.

To use wild empathy, the druid and the animal must be able to study each other, which means that they must be within 30 feet of one another under normal conditions. Generally, influencing an animal in this way takes 1 minute but, as with influencing people, it might take more or less time.

A druid can also use this ability to influence a magical beast with an Intelligence score of 1 or 2 (such as a basilisk or a girallon), but she takes a -4 penalty on the check.

Woodland Stride (Ex): Starting at 2nd level, a druid may move through any sort of undergrowth (such as natural thorns, briars, overgrown areas, and similar terrain) at her normal speed and without taking damage or suffering any other impairment. However, thorns, briars, and overgrown areas that have been magically manipulated to impede motion still affect her.

Trackless Step (Ex): Starting at 3rd level, a druid leaves no trail in natural surroundings and cannot be tracked. She may choose to leave a trail if so desired.

Resist Nature's Lure (Ex): Starting at 4th level, a druid gains a +4 bonus on saving throws against the spell-like abilities of fey (such as dryads, pixies, and sprites).

Wild Shape (Su): At 5th level, a druid gains the ability to turn herself into any Small or Medium animal and back again once per day. Her options for new forms include all creatures with the animal type (see the Monster Manual). This ability functions like the polymorph spell, except as noted here. The effect lasts for 1 hour per druid level, or until she changes back. Changing form (to animal or back) is a standard action and doesn't provoke an attack of opportunity.

The form chosen must be that of an animal the druid is familiar with. For example, a druid who has never been outside a temperate forest could not become a polar bear.

A druid loses her ability to speak while in animal form because she is limited to the sounds that a normal, untrained animal can make, but she can communicate normally with other animals of the same general grouping as her new form. (The normal sound a wild parrot makes is a squawk, so changing to this form does not permit speech.)

A druid can use this ability more times per day at 6th, 7th, 10th, 14th, and 18th level, as noted on Table 3–8: The Druid. In addition, she gains the ability to take the shape of a Large animal at 8th level, a Tiny animal at 11th level, and a Huge animal at 15th level. The new form's Hit Dice can't exceed the character's druid level. For instance, a druid can't take the form of a dire bear (a Large creature that always has at least 12 HD) until 12th level, even though she can begin taking Large forms at 8th level.

At 12th level, a druid becomes able to use wild shape to change into a plant creature, such as a shambling mound, with the same size restrictions as for animal forms. (A druid can't use this ability to take the form of a plant that isn't a creature, such as a tree or a rose bush.)

At 16th level, a druid becomes able to use wild shape to change into a Small, Medium, or Large elemental (air, earth, fire, or water) once per day. These elemental forms are in addition to her normal wild shape usage. In addition to the normal effects of wild shape, the druid gains all the elemental's extraordinary, supernatural, and spell-like abilities. She also gains the elemental's feats for as long as she maintains the wild shape, but she retains her own creature type (humanoid, in most cases).

At 18th level, a druid becomes able to assume elemental form twice per day, and at 20th level she can do so three times per day. At 20th level, a druid may use this wild shape ability to change into a Huge elemental.

Venom Immunity (Ex): At 9th level, a druid gains immunity to all poisons.

A Thousand Faces (Su): At 13th level, a druid gains the ability to change her appearance at will, as if using the alter self spell, but only while in her normal form.

Timeless Body (Ex): After attaining 15th level, a druid no longer takes ability score penalties for aging (see Table 6–5: Aging Effects) and cannot be magically aged. Any penalties she may have already incurred, however, remain in place. Bonuses still accrue, and the druid still dies of old age when her time is up.


A druid who ceases to revere nature, changes to a prohibited alignment, or teaches the Druidic language to a non-druid loses all spells and druid abilities (including her animal companion, but not including weapon, armor, and shield proficiencies). She cannot thereafter gain levels as a druid until she atones (see the atonement spell description).


Spell List:

0-LEVEL DRUID SPELLS (Orisons): Create Water ; Cure Minor Wounds ; Detect Magic ; Detect Poison ; Flare ; Guidance ; Know Direction ; Light; Mending ; Purify Food and Drink ; Read Magic ; Resistance ; Virtue


1st-LEVEL DRUID SPELLS: Calm Animals ; Charm Animal ; Cure Light Wounds ; Detect Animals or Plants ; Detect Snares and Pits ; Endure Elements ; Entangle ; Faerie Fire ; Goodberry

Hide from Animals ; Jump; Longstrider ; Magic Fang ; Magic Stone ; Obscuring Mist ; Pass without Trace ; Produce Flame; Shillelagh ; Speak with Animals; Summon Nature's Ally I


2nd-LEVEL DRUID SPELLS: Animal Messenger ; Animal Trance ; Barkskin ; Bear's Endurance; Bull's Strength; Cat's Grace; Chill Metal ; Delay Poison ; Fire Trap . ; Flame Blade ; Flaming Sphere ; Fog Cloud; Gust of Wind ; Heat Metal ; Hold Animal ; Owl's Wisdom; Reduce Animal; Resist Energy; Restoration, Lesser; Soften Earth and Stone ; Spider Climb; Summon Nature's Ally II ; Summon Swarm ; Tree Shape ; Warp Wood ; Wood Shape


3rd-LEVEL DRUID SPELLS: ; Call Lightning ; Contagion ; Cure Moderate Wounds ; Daylight ; Diminish Plants ; Dominate Animal ; Magic Fang, Greater ; Meld into Stone ; Neutralize Poison ; Plant Growth ; Poison ; Protection from Elements ; Quench ; Remove Disease ; Sleet Storm; Snare ; Speak with Plants ; Spike Growth ; Stone Shape ; Summon Nature's Ally III ; Water Breathing ; Wind Wall


4th-LEVEL DRUID SPELLS: Air Walk; Antiplant Shell ; Blight; Command Plants ; Control Water; Cure Serious Wounds ; Dispel Magic ; Flame Strike ; Freedom of Movement ; Giant Vermin ; Ice Storm ; Reincarnate ; Repel Vermin ; Rusting Grasp ; Scrying ; Spike Stones ; Summon Nature's Ally IV


5th-LEVEL DRUID SPELLS: Animal Growth ; Atonement ; Awaken ; Baleful Polymorph; Call Lightning Storm; Commune with Nature ; Control Winds ; Cure Critical Wounds ; Death Ward ; Hallow ; Insect Plague ; Stoneskin; Summon Nature's Ally V ; Transmute Mud to Rock ; Transmute Rock to Mud ; Tree Stride ; Unhallow ; Wall of Fire ; Wall of Thorns


6th-LEVEL DRUID SPELLS: Antilife Shell ; Bear's Endurance, Mass; Bull's Strength, Mass; Cat's Grace, Mass; Cure Light Wounds, Mass; Dispel Magic, Greater; Find the Path ; Fire Seeds ; Ironwood ; Liveoak ; Move Earth; Owl's Wisdom, Mass; Repel Wood; Spellstaff ; Stone Tell ; Summon Nature's Ally VI ; Transport via Plants ; Wall of Stone


7th-LEVEL DRUID SPELLS: Animate Plants; Changestaff ; Control Weather

Creeping Doom ; Cure Moderate Wounds, Mass; Fire Storm ; Heal ; Scrying, Greater; Summon Nature's Ally VII ; Sunbeam ; Transmute Metal to Wood ; True Seeing ; Wind Walk


8th-LEVEL DRUID SPELLS: Animal Shapes ; Control Plants ; Cure Serious Wounds, Mass; Earthquake; Finger of Death ; Repel Metal or Stone ; Reverse Gravity ; Summon Nature's Ally VIII ; Sunburst; Whirlwind ; Word of Recall


9th-LEVEL DRUID SPELLS: Antipathy ; Cure Critical Wounds, Mass ; Elemental Swarm ; Foresight ; Regenerate; Shambler ; Shapechange ; Storm of Vengeance ; Summon Nature's Ally IX ; Sympathy





e. Fighters receive Intimidate as a class skill. New feats are added to the fighter list (below).



Prestige Classes


f. Additional PrCs go into the DMG, to include (* indicates new to DMG):

Arcane Archer: Master of the elven warbands, the arcane archer is a warrior skilled in using magic to supplement her combat prowess. Beyond the woods, arcane archers gain renown throughout entire kingdoms for their supernatural accuracy with a bow and their ability to imbue their arrows with magic.



*Arcane Trickster: Arcane tricksters combine their knowledge of spells with a taste for intrigue, larceny, or just plain mischief. They are among the most adaptable of adventurers. The arcane trickster now grants +1 spellcasting level at each class level, which is crucial since the character has given up at least 3 levels in his spellcasting class to qualify (2d6 sneak attack required).



*Archmage: The highest art is magic -- often referred to as the Art. Its most advanced practitioners are frequently archmages, characters who bend spells in ways unavailable to other spellcasters. An archmage gains strange powers and the ability to alter spells in remarkable ways, but must sacrifice some of her spell capability in order to master these arcane secrets. The Archmage’s Spell Power ability is a true caster level increase, and the effects aren't unintended. It'll help duration, range, damage, dispel checks, spell penetration checks, and any other factor based on caster level.



Assassin: The assassin is the master of dealing quick, lethal blows. Assassins also excel at infiltration and disguise. Assassins often function as spies, informants, killers for hire, or agents of vengeance. Their training in anatomy, stealth, poison, and the dark arts allows them to carry out missions of death with shocking, terrifying precision. The assassin becomes a spontaneous caster. The 3.5 assassin gains hide in plain sight at 8th level.



Blackguard: The blackguard epitomizes evil. He is nothing short of a mortal fiend. The quintessential black knight, this villain carries a reputation of the foulest sort that is very well deserved. Consorting with demons and devils and serving dark deities, the blackguard is hated and feared by all. Some people call these villains antipaladins due to their completely evil nature.



*Dragon Disciple: It is known that certain dragons can take humanoid form and even have humanoid lovers. Sometimes a child is born of this union, and every child of that child unto the thousandth generation claims a bit of dragon blood, be it ever so small. Usually, little comes of it, though mighty sorcerers occasionally credit their powers to draconic heritage. For some, however, dragon blood beckons irresistibly. These characters become dragon disciples, who use their magical power as a catalyst to ignite their dragon blood, realizing its fullest potential. Instead of getting bigger, the dragon disciple gains blindsense. Dragon disciples get wings at 9th level regardless of size.



*Duelist: The duelist (sometimes known as the swashbuckler) is a nimble, intelligent fighter trained in making precise attacks with light weapons, such as the rapier. He always takes full advantage of his quick reflexes and wits in a fight. Rather than wearing bulky armor, a duelist feels the best way to protect himself is not to get hit at all. Canny defense, for example, allows you to add your Int bonus to AC when unarmored and wielding a melee weapon, but only up to a maximum value equal to your duelist level.



Dwarven Defender: The defender is a sponsored champion of a dwarven cause, a dwarf aristocrat, a dwarven deity, or the dwarven way of life. As the name might imply, this character is a skilled combatant trained in the arts of defense. A line of dwarven defenders is a far better defense than a 10-foot-thick wall of stone, and much more dangerous.



*Eldritch Knight: Studying the martial and arcane arts to equal degree, the eldritch knight is a versatile combatant who can cast a fireball on his foes or charge them with sword drawn. The eldritch knight takes pride in his ability to use the right technique for the job: spells against physically tough foes and force of arms against spellcasting enemies. (EK requires 3rd level arcane spells and martial weapon proficiency to enter; gains +1/level BAB, d6 HD, 9/10 +1 spellcasting levels). The eldritch knight doesn’t ignore any arcane spell failure.



*Hierophant: A divine spellcaster who rises high in the service of his deity gains access to spells and abilities of which lesser faithful can only dream. The hierophant prestige class is open to powerful divine spellcasters who are approaching access to the strongest and most difficult divine spells. They delay the acquisition of these greatest gifts in exchange for a deeper understanding of and ability to control the power they channel.



*Horizon Walker: The horizon walker is an unceasing traveler to the universe's most dangerous places. As her journeys take her from place to place, she adapts to become one with her environment. In time, she develops a mystic connection with the ground beneath her. But she is by no means tied to a particular place; her restless feet are ever leading her toward the horizon, where new adventures await.



Loremaster: Loremasters are spellcasters who concentrate on knowledge, valuing lore and secrets over gold. They uncover secrets that they then use to better themselves mentally, physically, and spiritually.



*Mystic Theurge: Blurring the line between divine and arcane, mystic theurges draw power from divine sources and musty tomes alike. While most spellcasters choose one path to magical power, mystic theurges walk two roads at once, simultaneously mastering spells common to clerics and wizards.



*Red Wizard: The Red Wizards are the masters of Thay, the would-be magical overlords of the land of Faerun (in the Forgotten Realms campaign setting). They focus on a school of magic more intently than any specialist, achieving incredible mastery of magic within a very narrow focus. Seen as cruel and evil tyrants by people across the worl of Toril, a few choose to leave their region, assume secret identities, and practice magic without having to worry about political alliances and possible slave uprisings.



Shadowdancer: Operating in the border between light and darkness, shadowdancers are nimble artists of deception. They are mysterious and unknown, never completely trusted but always inducing wonder when met.



*Thaumaturgist: The thaumaturgist reaches out with divine power to other planes of existence, calling creatures there to do his bidding. Evil thaumaturgists conspire with demons and devils to gain power on the Material Plane, while good thaumaturgists send powerful angels or eladrins on holy quests. The thaumaturgist has full clerical spell progression and an emphasis on summoning.




g. Paladins don’t get Divine Grace until 2d level. Paladins get additional holy smite abilities as they advance: Smite Evil is gained at 1/day at 1st level, 2/day at 5th level, 3/day at 10th level, 4/day at 15th level, and 5/day at 20th level.


Smite Evil (Su): Once per day, a paladin may attempt to site evil with one normal melee attack. She adds her Charsima bonus (if any) to her attack roll and deals 1 extra point of damage per paladin level. For example, a 13th-level paladin armed with a longsword would deal 1d8+13 points of damage, plus any additional bonuses for high Strength or magical effects that would normally apply. If the paladin accidentally smites a creature that is not evil, the smite has no effect, but the ability is still used up for that day.

At 5th level, and every five levels thereafter, the paladin may smite evil one additional time per day, as indicated on table 3-12: The Paladin, to a maximum of five times per day at 20th level.


The Paladin’s mount gets a +10 bonus to movement at 8th level, and the Paladin can call a warhorse for 2 hr/level (level gained unknown) – if the mount is killed, the paladin suffers –1 to attacks and damage for 30 days during which time a new mount cannot be called.


Paladin spells:

Full list:

Level 1: Bless, Bless Water, Bless Weapon, Create Water, Cure Light Wounds, Detect Poison, Detect Undead, Divine Favor, Endure Elements, Magic Weapon, Protection from Chaos/Evil, Read Magic, Resistance, Restoration, Lesser, Virture

Level 2: Bull's Strength, Delay Poison, Eagle's Splendor, Owl's Wisdom, Remove Paralysis, Resist Energy, Shield Other, Undetectable Alignment, Zone of Truth

Level 3: Cure Moderate Wounds, Daylight, Discern Lies, Dispel Magic, Heal Mount, Magic Circle against Chaos, Magic Circle against Evil, Magic Weapon, Greater, Prayer, Remove Blindness/Deafness, Remove Curse

Level 4: Break Enchantment, Cure Serious Wounds, Death Ward, Dispel Evil, Holy Sword, Mark of Justice, Neutralize Poison , Restoration


Paladin Skills: Concentration, Craft, Diplomacy, Handle Animal, Heal, Knowledge (Nobility and Royalty), Knowledge (Religion), Profession, Ride, and Sense Motive.




h. Sorcerers can swap out a spell at 4th level and then at each even level thereafter (6th, 8th etc.). Bards swap spells at 5th level and every 3 levels thereafter. The spell must be two levels lower than the highest spell you can cast.



i. Animal companions: The animal companion rules have changed; it's no longer purely a "HD = level" link. (There's a lot more to it than that, of course.) Since an awakened animal isn't an animal any more (it's a magical beast), it won't be able to serve as an animal companion (or a familiar or paladin's mount, for that matter). The animal friendship spell is no longer on spell lists. Characters with the animal companion class feature will only have one animal companion at a time. Rangers use the druid rules for animal companions, at ½ their ranger level. Animal Companion ability changes by level (Bonus tricks required no training time):


1-2: HD+0 AC+0 Str/Dex+0 Bonus Tricks 1 Link (+4 Wild Empathy and Handle Animal checks), Share Spells

3-5: HD+2 AC+2 Str/Dex+1 Bonus Tricks 2 Evasion

6-8: HD+4 AC+4 Str/Dex+2 Bonus Tricks 3 Devotion (+4 Save vs. Enchantments)

9-11: HD+6 AC+6 Str/Dex+3 Bonus Tricks 4 Multiattack (if no multiple attack forms the creature gets an addition strike at -5)

12-14: HD+8 AC+8 Str/Dex+4 Bonus Tricks 5

15-17: HD+10 AC+10 Str/Dex+5 Bonus Tricks 6 Improved Evasion

18-20: HD+12 AC+12 Str/Dex+6 Bonus Tricks 7


Higher level Animal Companions (treat gaining level as Level 1):

Level 4: Ape, Black Bear, Bison, Boar, Cheetah, Crocodile, Dire Badger, Dire Rat, Dire Weasel, Leopard, Monitor Lizard, Large Shark, Constrictor Snake, Large Viper Snake, Wolverine.

Level 7: Brown Bear, Giant Crocodile, Deinonychus, Dire Ape, Dire Boar, Dire Wolf, Dire Wolverine, Elasmosaurus, Lion, Rhinoceros, Huge Viper Snake, Tiger.

Level 10: Polar Bear, Dire Lion, Megaraptor, Huge Shark, Giant Constictor Snake, Orca Whale.

Level 13: Dire Bear, Giant Octopus, Elephant

Level 16: Dire Shark, Dire Tiger, Giant Squid, Triceratops, Tyrannosaurus.




j. Costs for wizards scribing spells to spell books:

Time: The process takes 24 hours, regardless of the spell's level.

Space in the Spellbook: A spell takes up one page of the spellbook per spell level, so a 2nd-level spell takes two pages, a 5th-level spell takes five pages, and so forth. Even a 0-level spell (cantrip) takes one page. A spellbook has one hundred pages.

Materials and Costs: Materials for writing the spell (special quills, inks, and other supplies) cost 100gp per page.

Note that a wizard does not have to pay these costs in time or gold for the spells she gains for free at each new level. She simply adds these to her spellbook as part of her ongoing research


k. Changes to wizard specialization: Wizards who Specialize gain +2 on Spellcraft checks when dealing with their school and have to choose 2 other schools (any to) that they will be unable to use. They cannot however choose Divination. Diviners only give up one school. Most spell schools have been strengthened.




l. Many of the Monk’s feat replacement special abilities (Stunning Fist, Deflect Arrows) have been changed into bonus Feats with 2 options as to what to take. For example at 1st level a Monk can take either Stunning Fist (results in target at –2 AC) or Improved Grapple (no AoO when starting a Grapple), at 2nd: Combat Reflexes/Deflect Arrows; 6th: Improved Disarm/Improved Trip. Flurry of Blows at 1st level works like Two-Weapon Fighting; you get a single extra attack with a -2 Penalty to each attack. At 5th level it becomes a -1 Penalty and at 9th the penalty goes away completely (basically you get a free extra attack). At 11th level the Monk gets another attack at his full BAB. New Ki Strike works like: at 4th level it counts as a Magic weapon, at 10th it counts as a Lawful weapon, and at 16th it counts as a Adamantine weapon. Quarterstaff and Sai are both on the monks weapon list now. Monk armed and unarmed BAB stack; there is no longer a separate BAB for armed and un-armed monks. Monk damage values (for medium monks) are:

1-3: 1d6

4-7: 1d8

8-11: 1d10

12-15: 2d6

16-19: 2d8

20: 2d10

Empty Body at 19th allows your monk to become Ethereal for 1 round/monk level/day.

Perfect Self: At 20th level, a monk has tuned her body with skill and quasi-magical abilities to the point that she becomes a magical creature. She is forevermore treated as an outsider (an extraplanar creature) rather than as a humanoid for the purpose of spells and magical effects. For instance, charm person does not affect her. Additionally, the monk gains damage reduction 10/magic, which allows her to ignore (instantly regenerate) the first 10 points of damage from any attack made by a creature that dosn't have similar damage reduction. Unlike other outsiders, the monk can still be brought back from the dead as if she were a member of her previous creature type.


Monk speed is now expressed as a bonus to speed, rather than a new speed. Thus, all races will increase their speed by the same amount.



m. Rogue Abilities: Uncanny Dodge (L4) and Improved Uncanny Dodge (L8) work just like the 1st to levels of UD used to, trapsense has just been split off from it (bonus to saves vs. traps). Trapfinding allows rogues to find traps greater than DC20 with Search (as before – now it’s just pointed out more clearly).



1: Sneak Attack (SA) +1d6, trapfinding

2: Evasion

3: SA +2d6, Trap Sense (TS) +1

4: Uncanny Dodge (Always receive Dex bonus)

5: SA +3d6

6: TS +2

7: SA +4d6

8: Improved Uncanny Dodge (Can't be flanked)

9: SA +5d6, TS +3

10: Special Ability

11: SA +6d6

12: TS +4

13: SA +7d6, Special Ability


15: SA +8d6, TS +5

16: Special Ability

17: SA +9d6

18: TS +6

19: SA +10d6, Special Ability



Rogue Skill list: Appraise, Balance, Bluff, Climb, Craft, Decipher Script, Diplomacy, Disable Device, Disguise, Escape Artist, Forgery, Gather Information, Hide, Intimidate, Jump, Knowledge (Local), Listen, Move Silently, Open Lock, Perform, Profession, Search, Sense Motive, Slight of Hand, Spot, Swim, Tumble, Use Magic Devise, and Use Rope.


Rogues are proficient with all simple weapons plus hand crossbow, rapier, shorbow, and shortsword.




n. Sorcerers receive Bluff as a class skill.



o. Cleric Spell List:

0th-LEVEL CLERIC SPELLS: Create Water;Cure Minor Wounds;Detect Magic;Detect Poison;Guidance; Inflict Minor Wounds;Light; Mending;Purify Food and Drink;Read Magic;Resistance; Virtue


1st-LEVEL CLERIC SPELLS: Bane ; Bless ; Bless Water; Cause Fear ; Command ; Comprehend Languages ; Cure Light Wounds ; Curse Water ; Deathwatch ; Detect Chaos/Evil/Good/Law ; Detect Undead ; Divine Favor; Doom ; Endure Elements ; Entropic Shield ; Hide from Undead; Inflict Light Wounds ; Magic Stone ; Magic Weapon ; Obscuring Mist ; Protection from Chaos/Evil/Good/Law ; Remove Fear; Sanctuary ; Shield of Faith ; Summon Monster I


2nd-LEVEL CLERIC SPELLS ; Aid ; Align Weapon; Augury ; Bear's Endurance; Bull's Strength ; Calm; Emotions ; Consecrate ; Cure Moderate Wounds ; Darkness ; Death Knell ; Delay Poison ; Desecrate ; Eagle's Splendor ; Enthrall ; Find Traps ; Gentle Repose ; Hold Person ; Inflict Moderate Wounds ; Make Whole ; Owl's Wisdom; Remove Paralysis ; Resist Energy; Restoration, Lesser ; Shatter ; Shield Other ; Silence ; Sound Burst ; Spiritual Weapon; Status ; Summon Monster II ; Undetectable Alignment ; Zone of Truth


3rd-LEVEL CLERIC SPELLS ; Animate Dead ; Bestow Curse ; Blindness/Deafness ; Contagion ; Continual Flame ; Create Food and Water ; Cure Serious Wounds ; Daylight ; Deeper Darkness ; Dispel Magic ; Glyph of Warding ; Helping Hand ; Inflict Serious Wounds ; Invisibility Purge ; Locate Object ; Magic Circle against Chaos/Evil/Good/Law ; Magic Vestment ; Meld into Stone ; Obscure Object ; Prayer ; Protection from Energy ; Remove Blindness/Deafness ; Remove Curse ; Remove Disease ; Searing Light ; Speak with Dead ; Stone Shape ; Summon Monster III ; Water Breathing ; Water Walk ; Wind Wall


4th-LEVEL CLERIC SPELLS ; Air Walk ; Control Water ; Cure Critical Wounds ; Death Ward ; Dimensional Anchor ; Discern Lies ; Dismissal ; Divination ; Divine Power ; Freedom of Movement ; Giant Vermin ; Imbue with Spell Ability ; Inflict Critical Wounds ; Magic Weapon, Greater ; Neutralize Poison ; Planar Ally, Lesser; Poison ; Repel Vermin ; Restoration ; Sending ; Spell Immunity ; Summon Monster IV ; Tongues


5th-LEVEL CLERIC SPELLS ; Atonement ; Break Enchantment ; Command, Greater; Commune ; Cure Light Wounds, Mass; Dispel Chaos/Evil/Good/Law ; Disrupting Weapon; Flame Strike ; Hallow ; Inflict Light Wounds, Mass; Insect Plague ; Mark of Justice ; Plane Shift ; Raise Dead ; Righteous Might ; Scrying ; Slay Living ; Spell Resistance ; Summon Monster V ; Symbol of Pain; Symbol of Sleep; True Seeing ; Unhallow ; Wall of Stone


6th-LEVEL CLERIC SPELLS ; Animate Objects ; Antilife Shell ; Banishment; Bear's Endurance, Mass

Blade Barrier ; Bull's Strength, Mass ; Create Undead ; Cure Moderate Wounds, Mass; Dispel Magic, Greater; Eagle's Splendor, Mass ; Find the Path ; Forbiddance ; Geas/Quest ; Glyph of Warding, Greater ; Harm ; Heal ; Heroes' Feast ; Planar Ally ; Summon Monster VI ; Symbol of Fear; Symbol of Persuasion; Undeath to Death; Wind Walk ; Word of Recall


7th-LEVEL CLERIC SPELLS ; Blasphemy ; Control Weather ; Cure Serious Wounds, Mass ; Destruction ; Dictum ; Ethereal Jaunt ; Holy Word ; Inflict Serious Wounds, Mass; Refuge ; Regenerate ; Repulsion ; Restoration, Greater ; Resurrection ; Scrying, Greater ; Summon Monster VII ; Symbol of Stunning; Symbol of Weakness; Word of Chaos


8th-LEVEL CLERIC SPELLS ; Antimagic Field ; Cloak of Chaos ; Create Greater Undead; Cure Critical Wounds, Mass; Dimensional Lock ; Discern Location ; Earthquake ; Fire Storm ; Holy Aura ; Planar Ally, Greater; Inflict Critical Wounds, Mass; Shield of Law ; Spell Immunity, Greater; Summon Monster VIII ; Symbol of Death; Symbol of Insanity ; Unholy Aura


9th-LEVEL CLERIC SPELLS ; Astral Projection ; Energy Drain ; Etherealness ; Gate ; Heal, Mass ; Implosion ; Miracle ; Soul Bind ; Storm of Vengeance ; Summon Monster IX ; True Resurrection



3. Skills


a. Wilderness Lore is renamed Survival


b. Alchemy is renamed Craft (Alchemy). Every class gets this as a class skill, but you need spellcasting ability to make it useful.


c. Pick pocket is renamed Sleight of Hand.


d. Animal Empathy is eliminated (becomes Wild Empathy class ability).


e. Scry is eliminated (New mechanic based on target DC. The subject is now allowed a Will Save.).


f. Intuit Direction is eliminated (included in Survival).


g. There are no more exclusive skills. Anyone can take skill ranks in any skill (as a class or cross-class skill). Since there are no more class exclusive skills, some skills require another skill or ability to be effective.


h. The full 3.5 skill list (from Dragon 309 char sheet):









Decipher Script


Disable Device


Escape Artist


Gather Information

Handle Animal







Move Silently

Open Lock





Sense Motive

Sleight of Hand






Use Magic Device

Use Rope



i. Innuendo is removed and the ability moved to Bluff, and Read Lips moved to Spot (with some situations covered by Sense Motive), and Speak Languages is stated as not really being a skill any more.


j. Jump mechanics have changed substantially.


k. Druid, Monk, Ranger, and Rogue all get Spot and Listen as class skills. Barbarian and Bard get Listen. All other classes remain cross-class for those skills.


l. Sleight of Hand: DC 10 to palm a coin sized unattended object and when under close observation your check is opposed by the observer's Spot check. You can also use it to hide a small object (like a light weapon) on your body, your Sleight of Hand check is opposed by the Spot check of anyone observing you or the Search check of anyone frisking you. Characters frisking for a hidden item get a +4 bonus on their Search check. Daggers are easier to hide than other items so you gain a +2 bonus on your roll to conceal it, very small items (such as a coin or a shuriken) give you +4 to the roll and baggy clothing (such as a cloak) gives you an additional +2. Taking something from another creature (pick pocketing) is DC 20) once again opposed by a Spot check.


m. Intimidate is an opposed roll mechanic; you roll your Intimidate vs. your opponent's Level (or HD) + Wisdom Bonus + Modifier vs. Fear + 1d20.


n. Knowledge Skill list:

Knowledge (Arcana): Bard, Cleric, Monk, Sorc, Wizard

Knowledge (Dungeoneering): Bard, Ranger, Wizard

Knowledge (Geography): Bard, Ranger, Wizard

Knowledge (History): Bard, Cleric, Wizard

Knowledge (Local): Bard, Rogue, Wizard

Knowledge (Nature): Bard, Druid, Ranger, Wizard

Knowledge (Religion): Bard, Cleric, Monk, Paladin, Wizard

Knowledge (all skills): Bard, Wizard


o. Jump Skill modifications: +5 adds 5 ft. to a running long jump and about a foot to a running high jump, while +10 adds double that.


p. Decipher Script is now a (non-exclusive) class skill for bards, rogues, and wizards.


q. Making an Escape Artist check to escape a pin or grapple requires a standard action. If you've been pinned by a big monster with multiple attacks, you may well be in big trouble (though your buddies have a couple more options for helping you escape).


r. Swim now has an armor check/gear penalty equal to twice the normal armor check/gear penalty, rather than a flat -1 per 5 pounds (which unfairly penalizes strong characters who are otherwise carrying light loads).


t. The Perform skill now has subcategories (like knowledge):




Keyboard instruments


Percussion instruments

String instruments

Wind instruments



u. Knowledge (dungeoneering) is all about caverns, spelunking, and general underground lore. There's no Knowledge (monsters) skill; instead, "monster lore" is split up among the various existing Knowledge skills by monster type. For instance, Knowledge (arcana) covers constructs, dragons, and magical beasts, while Knowledge (dungeoneering) covers aberrations and oozes. There's also a new paragraph in the Knowledge skill that covers using the skill to identify monsters or their special powers or vulnerabilities.



4. Feats


a. Manyshot [General]

You can fire multiple arrows as a single attack against a nearby target.

Prerequisites: Dex 17, Point Blank Shot, Rapid Shot, base attack bonus +6.

Benefit: As a standard action, you may fire two arrows at a single opponent within 30 feet. Both arrows use the same attack roll (with a -4 penalty) to determine success and deal damage normally (but see Special).

For every five points of base attack bonus you have above +6, you may add one additional arrow to this attack, to a maximum of four arrows at a base attack bonus of +16. However, each arrow after the second adds a cumulative -2 penalty on the attack roll (for a total of -6 on the third arrow and -8 on the fourth).

Damage reduction and other resistances apply separately against each arrow fired.

Special: Regardless of the number of arrows you fire, you apply precision-based damage (such as sneak attack damage) only once. If you score a critical hit, only the first arrow fired deals critical damage; all others deal regular damage.

A fighter may select Manyshot as one of his fighter bonus feats.

A 6th-level ranger who has chosen the archery combat style is treated as having Manyshot even if he does not have the prerequisites for it, but only when he is wearing light or no armor.


b. The full 3.5 feat list (bold = new; italic = renamed):





Animal Affinity

Armor Proficiency (light)

Armor Proficiency (medium)

Armor Proficiency (heavy)


Augment Summoning


Combat Casting

Combat Expertise

Improved Disarm

Improved Feint

Improved Trip

Whirlwind Attack

Combat Reflexes


Deft Hands




Spring Attack



Eschew Materials

Exotic Weapon Proficiency

Extra Turning

Great Fortitude

Improved Counterspell

Improved Critical

Improved Initiative

Improved Turning

Improved Unarmed Strike

Improved Grapple

Deflect Arrows

Snatch Arrows

Stunning Fist


Iron Will


Lightning Reflexes

Magical Affinity

Martial Weapon Proficiency

Mounted Combat

Mounted Archery

Ride-By Attack

Spirited Charge


Natural Spell


Nimble Fingers


Point Blank Shot

Far Shot

Precise Shot

Rapid Shot


Shot on the Run

Improved Precise Shot

Power Attack


Great Cleave

Improved Bull Rush

Improved Overrun

Improved Sunder

Quick Draw

Rapid Reload



Shield Proficiency

Improved Shield Bash

Tower Shield Proficiency

Simple Weapon Proficiency

Skill Focus

Spell Focus

Greater Spell Focus

Spell Mastery

Spell Penetration

Greater Spell Penetration




Two-Weapon Fighting

Two-Weapon Defense

Improved Two-Weapon Fighting

Greater Two-Weapon Fighting

Weapon Finesse

Weapon Focus

Weapon Specialization

Greater Weapon Focus

Greater Weapon Specialization

Item Creation Feats

Brew Potion

Craft Magic Arms and Armor

Craft Rod

Craft Staff

Craft Wand

Craft Wondrous Item

Forge Ring

Scribe Scroll

Metamagic Feats

Empower Spell

Enlarge Spell

Extend Spell

Heighten Spell

Maximize Spell

Quicken Spell

Silent Spell

Still Spell

Widen Spell



c. Skill Focus now grants a +3 bonus to a single skill (instead of +2).


d. Two-Weapon Fighting now confers the combined benefits of the 3.0 Ambidexterity and Two-Weapon Fighting.


e. Weapon Finesse now applies to all appropriate weapons when taken.


f. Improved Trip grants a +4 to trip attacks, trip attacks ignore Attacks of Opportunity, in addition to its 3.0 abilities (attack following successful trip). Note that trip attacks without Improved Trip do not cause an attack of opportunity if the attacker has Improved Unarmed Strike or uses a tripping weapon.


g. An Improved Familiar feat will be found in the DMG (along with the improved familiar list). Most of the bonuses that familiars provide went up to +3 with the exception of Save bonses that are still +2 and the Toad that gives a flat +3 HP.


h. Spell Focus and Greater Spell Focus each provide +1 to save DCs (instead of +2).



i. Power Attack

Benefit: On your action, before making attack rolls for a round, you may choose to subtract a number from all melee attack rolls and add the same number to all melee damage rolls. This number may not exceed your base attack bonus. The penalty on attack and bonus on damage apply until your next turn.

Special: If you attack with a two-handed weapon, or with a one-handed weapon wielded in two hands, instead add twice the number subtracted from your attack rolls. You can't add the bonus from Power Attack to the damage dealt with a light weapon (except with unarmed strikes or natural weapon attacks), even though the penalty on attack rolls still applies. (Normally, you treat a double weapon as a one-handed weapon and a light weapon. If you choose to use a double weapon like a two-handed weapon, attacking with only one end of it in a round, you treat it as a two-handed weapon)


j. Improved Precise Shot: Your attacks ignore the AC bonus granted to targets by anything less than total cover, and the miss chance granted to targets by anything less than total concealment. In addition, when you shoot or throw ranged weapons at a grappling opponent, you automatically strike at the opponent you have chosen. Prerequisites: BAB +11, PBS, PS, Dex 19+.


k. Investigator: You get a +2 bonus on all Gather Information and Search checks.


l. Magical Aptitude: +2 to Spellcraft and Use Magical Device


m. The Endurance feat will now give +4 on all checks for: Swim checks, Forced March checks, Starvation and Thirst checks, Hot and Cold environment checks, and suffocation checks against non-Lethal damage, +4 on checks to continue running, and you may sleep in Light or Medium armor without becoming fatigued.


n. Two Weapon Defense: +1 AC all the time (no sacrificing attacks), +2 AC when taking a total defense action. Two-Weapon Defense grants a shield bonus to AC, so it won't stack with a shield.


o. Greater Weapon Focus: Pre-requisite Fighter level 8; +1 to hit which stacks with Weapon Focus.


p. Greater Weapons Specialization: Pre-requisite: Fighter Level 12; +2 to damage which stacks with Weapon Specialization.


q. Improved Feint: Allows a feint (as per bluff) as a Move action.


r. Stealthy: +2 bonus to Hide and Move Silently Checks.


s. Diehard allows you to stay conscious between –1 and –9 hp, taking a Standard Action each round.


t. Improved Turning: You are treated as one level higher for turning purposes.


u. Widen Spell doubles the area of Burst, Emanation, Line, and Spread Shaped spells at the cost of 3 Levels.


v. Negotiator: +2 Diplomacy and Sense Motive.


w. Natural Spell requires: Wis 13, Wild shape ability (to cast spells while wild shaped). This feat allows a character to complete verbal and somatic components while in wild shape, and lets her use material components and focuses even if such items are melded within her current form.


x. Run: Run at x5 and +4 on Jump checks with a running start.


y. Agile - +2/+2 Balance, Escape


z. Deft Hands - +2/+2 Sleight of Hand, Use Rope


aa. Diligent - +2/+2 Appraise, Decipher Script


bb. Improved Counterspell - You can counterspell with any equal or higher level spell from the same school


cc. Nimble Fingers - +2/+2 Disable Device, Open Lock


dd. Self Sufficient - +2/+2 Heal, Survival


ee. Deflect Arrows [General]

You can deflect incoming arrows, as well as crossbow bolts, spears, and other projectile or thrown weapons.

Prerequisites: Dex 13, Improved Unarmed Strike.

Benefit: You must have at least one hand free (holding nothing) to use this feat. Once per round when you would normally be hit with a ranged weapon, you may deflect it so that you take no damage from it. You must be aware of the attack and not flat-footed. Attempting to deflect a ranged weapon doesn't count as an action. Unusually massive ranged weapons, such as boulders hurled by giants, and ranged attacks generated by spell effects, such as Melf's acid arrow, can't be deflected.

Special: A monk may select Deflect Arrows as a bonus feat at 2nd level, even if she does not meet the prerequisites.

A fighter may select Deflect Arrows as one of his fighter bonus feats.


ff. Snatch Arrows [General]

You are adept at grabbing incoming arrows, as well as crossbow bolts, spears, and other projectile or thrown weapons.

Prerequisites: Dex 15, Deflect Arrows, Improved Unarmed Strike.

Benefit: When using the Deflect Arrows feat, you may catch the weapon instead of just deflecting it. Thrown weapons, such as spears or axes, can immediately be thrown back at the original attacker (even though it isn't your turn) or kept for later use.

You must have at least one hand free (holding nothing) to use this feat.

Special: A fighter may select Snatch Arrows as one of his fighter bonus feats.


gg. You cannot apply multiple iterations of the same metamagic feat to a spell. You may, however, apply multiple metamagic feats to a spell. The difference between metamagic taking "a full-round action" and some spells requiring "one round of casting time" has been clarified.


hh. BAB prerequisites for ITWF and GTWF are +6 and +11, respectively.


ii. Days spent in item creation need not be consecutive. Your wizard can spend a couple days on a magic sword, go adventuring, then come back and finish it a week later.



5. Equipment


a. Shields now provide a shield bonus, instead of an armor bonus. So a shield may be used with mage armor, or bracers of armor, for example, and have the effects stack.


b. Tower shield use requires an additional feat beyond shield proficiency (Fighters – only fighters -- get this feat for free). Tower Shield gives +4 AC or Cover, has a Max Dex bonus of +2 and you can't make attacks if you're using it as cover. Full text:


This massive wooden shield is nearly as tall as you are. In most situations, it provides the indicated shield bonus to your AC (+4). However, you can instead use it as total cover, though you must give up your attacks to do so. The shield does not, however, provide cover against targeted spells; a spellcaster can cast a spell on you by targeting the shield you are holding. You cannot bask with a tower shield, nor can you use your shield hand for anything else.


When employing a tower shield in combat, you take a -2 penalty on attack rolls because of the shield's encumbrance.


c. New equipment has been added to the equipment list: Sai, heavy repeating crossbow.


d. The power level of the tanglefoot bag has been reined in a bit (The Strength check was reduced from DC 27 to DC 17.).


e. The weight of some items has changed; small and large-sized characters will notice the difference.


f. The Whip no longer a Ranged Weapon; it is considered a Reach weapon, but you don't threaten the 15' area and you still provoke an AoO when using it (Note: Point Blank Shot, Rapid Shot, Precise Shot no longer apply). You can use the Weapon Finesse feat to apply your Dexterity modifier instead of your Strength modifier to attack rolls with a whip sized for you, even though it isn't a light weapon for you.


g. Spiked Shield is now included in the Martial Weapons as is the Sai (1d4 x2 10' Range Bludgeoning. +4 for opposed Disarm rolls.).


h. There are “Small” versions of weapons for small characters, which do “Small” damage appropriate to the weapon. Small characters will use these "cut-down" versions of weapons, rather than being forced to wield a small subset of weapons based on size. Anyone can wield a weapon of any size, after a size penalty, if you use a weapon made for someone of a different size.


Here’s how it works: Every size of creature now has a full list of weapons sized for it. A Small short sword is a short sword sized for a Small creature (and does less damage than a Medium short sword, which is sized for a Medium creature). A Large greatsword is a greatsword sized for a Large creature (and does more damage than a Medium greatsword, which is sized for a Large creature). Characters can use weapons one size category smaller or larger than them, but take a -2 penalty to attacks (the DMG provides an option for DMs who want to use "weapon equivalencies"--a Small longsword is treated the same as a Medium short sword is treated the same as a Large dagger, f'rinstance).


i. 'Mighty' Bow rules are included in the regular description and there is a -2 Penalty to Attack when using a bow you're not strong enough for. Any now Composite bows are considered the same as far as their normal counterparts so far as Feats are concerned (so Weapon Focus: Longbow works for both a standard Longbow and a Composite).


j. The "spear" family now includes the shortspear (a one-handed simple weapon to be used with a shield or off-hand weapon; previously called the "halfspear"), the plain-old spear (a two-handed simple weapon; previously called the "shortspear"), and the longspear (a two-handed simple weapon with reach; previously called the "longspear"). Shortspear 1d6/x3, Spear 1d8/x3, Longspear 1d8/x3 (Reach)


k. Neither magic armor nor magic weapons will resize to fit users in 3.5. Weapons and armor will have specific sizes (Small, Medium, Large, etc.) that describe the size of user they're designed for. You can't wear armor that isn't of your size category (so a halfling can't wear Medium armor, but a dwarf, human, elf, or half-orc can).


l. The kukri is now a light martial weapon that deals 1d4/18-20 for Medium, so it's pretty much the same as a Small scimitar.


m. Weapon-specific feats (eg, Weapon Focus) apply to all sizes of a given weapon (though you take a -2 penalty "to hit" for using a weapon not properly sized for you).


n. Shuriken now work like any other thrown weapon, though they're priced like ammunition for enhancement, etc. because they're disposable, and they're drawn as a free action to allow faster throwing. Shuriken are considered a special monk weapon, allowing them to flurry with them. They also do more damage (1d2) and add Str bonus to damage.



6. Combat


a. Creatures now control an area that is square, regardless of the size they actually occupy. For example, a displacer beast occupies an area 5’ x 10’, but is considered to control an area 10’ by 10’ (this simplifies the turning and facing of large, long creatures). It may be attacked all along the 10’ x 10’ area, but is considered 5’ wide for the purposes of passages it can navigate. The PH will include rules for big creatures to fit into smaller spaces, so that 15x15 cloud giant can still pursue you down the 10-ft. corridor.


b. There are no more partial actions. There are only move, move-equivalent, standard, and full-round actions. Replace instances of the “partial action” in the original rules with “standard action”. The surprise round grants a standard action, not a partial action (effectively no change).


c. Attacks of Opportunity:


The melee combat rules assume that combatants are actively avoiding attacks. A player doesn't have to declare anything special for her character to be on the defensive. Even if a character's miniature figure is just standing there on the battle grid, you can be sure that if some orc with a battleaxe attacks the character, she is weaving, dodging, and even threatening the orc with a weapon to keep the orc a little worried for his own hide.


Sometimes, however, a combatant in a melee lets her guard down, and she doesn't maintain a defensive posture as usual. In this case, combatants near her can take advantage of her lapse in defense to attack her for free. These free attacks are called attacks of opportunity.


Threatened Squares: You threaten all squares into which you can make a melee attack, even when it is not your action. Generally, that means everything in all squares adjacent to your space (including diagonally). An enemy that takes certain actions while in a threatened square provokes an attack of opportunity from you. If you're unarmed, you don't normally threaten any squares and thus can't make attacks of opportunity (but see Unarmed Combat).


Reach Weapons: Most creatures of Medium or smaller size have a reach of only 5 feet. This means that they can make melee attacks only against creatures up to 5 feet (1 square) away. However, Small and Medium creatures wielding reach weapons (such as a longspear) threaten more squares than a typical creature. For instance, a longspear-wielding human threatens all squares 10 feet (2 squares) away, even diagonally. (This is an exception to the rule that 2 squares of diagonal distance is measured as 15 feet.) In addition, most creatures larger than Medium have a natural reach of 10 feet or more; see Big and Little Creatures in Combat.


Provoking an Attack of Opportunity: Two kinds of actions can provoke attacks of opportunity: moving out of a threatened square and performing an action within a threatened square.


Moving: Moving out of a threatened square usually provokes an attack of opportunity from the threatening opponent. There are two common methods of avoiding such an attack -- the 5-foot-step (see Miscellaneous Actions) and the withdraw action (see Full-Round Actions).


Performing a Distracting Act: Some actions, when performed in a threatened square, provoke attacks of opportunity as you divert your attention from the battle. Casting a spell and attacking with a ranged weapon, for example, are distracting actions. Table 8-2: Actions in Combat notes many of the actions that provoke attacks of opportunity.


Remember that even actions that normally provoke attacks of opportunity may have exceptions to this rule. For instance, a character with the Improved Unarmed Strike feat doesn't incur an attack of opportunity for making an unarmed attack.


Making an Attack of Opportunity: An attack of opportunity is a single melee attack, and you can only make one per round. You don't have to make an attack of opportunity if you don't want to.

An experienced character gets additional regular melee attacks (by using the full attack action), but at a lower attack bonus. You make your attack of opportunity, however, at your normal attack bonus -- even if you've already attacked in the round.


An attack of opportunity "interrupts" the normal flow of actions in the round. If an attack of opportunity is provoked, immediately resolve the attack of opportunity, then continue with the next character's turn (or complete the current turn, if the attack of opportunity was provoked in the midst of a character's turn).


Combat Reflexes and Additional Attacks of Opportunity: If you have the Combat Reflexes feat, you can add your Dexterity modifier to the number of attacks of opportunity you can make in a round. This feat does not let you make more than one attack for a given opportunity, but if the same opponent provokes two attacks of opportunity from you -- such as by moving out of a threatened square and then casting a spell in a threatened square -- you could make two separate attacks of opportunity (since each one represents a different opportunity). Moving out of more than one square threatened by the same opponent in the same round doesn't count as more than one opportunity for that opponent. All these attacks are at your normal attack bonus. You do not reduce your attack bonus for making multiple attacks of opportunity.


d. Trip attempts: Trip is clarified in 3.5 to be an unarmed touch attack (which provokes an AoO), *unless* you have the Improved Trip feat (in which case there's no AoO for the attempt), or if you're using a weapon specifically designed to trip (such as the halberd), in which case it's an armed attack and you don't provoke the AoO. If you're using a tripping weapon, and would be tripped during your own trip attempt, you can drop the weapon instead.


e. Bonuses from magic ranged weapons and ammunition no longer stack, they overlap (ie, only the highest magic bonus from a magic bow and magic arrows applies).


f. New condition: Sickened (-2 on all checks including weapon damage rolls)


g. The grappling rules have been set up to be a more step-by-step procedure, walking you through the process of starting a grapple. WOTC also added a few cool actions that you can take while grappling (such as move--bringing the other grapplers along--and use opponent's weapon).


h. New size rules and mounted combat: "For simplicity, assume that you share your mount's space during combat."


i. Critical Hits: Multiple effects that expand critical threat ranges no longer stack.


j. Sundering: Each +1 of enhancement bonus adds 2 to hardness and 10 to hp. That +5 longsword will have a hardness of 20 and 55 hp (or hardness 30 if it's a +5 adamantine blade).



7. Spells


a. Haste


Level: Brd 3, Sor/Wiz 3

Components: V, S, M

Casting Time: 1 standard action

Range: Close (25 ft. + 5 ft./2 levels)

Targets: One creature/level, no two of which can be more than 30 ft. apart

Duration: 1 round/level

Saving Throw: Fortitude negates (harmless)

Spell Resistance: Yes (harmless)

The transmuted creatures move and act more quickly than normal. This extra speed has several effects.

When making a full attack action, a hasted creature may make one extra attack with any weapon he is holding. The attack is made using the creature's full base attack bonus, plus any modifiers appropriate to the situation. (This effect is not cumulative with similar effects, such as that provided by a weapon of speed, nor does it actually grant an extra action, so you can't use it to cast a second spell or otherwise take an extra action in the round.)

A hasted creature gains a +1 bonus on attack rolls and a +1 dodge bonus to AC and Reflex saves. Any condition that makes you lose your Dexterity bonus to Armor Class (if any) also makes you lose dodge bonuses.

All of the hasted creature's modes of movement (including land movement, burrow, climb, fly, and swim) increase by 30 feet, to a maximum of twice the subject's normal speed using that form of movement. This increase counts as an enhancement bonus, and it affects the creature's jumping distance as normal for increased speed.

Multiple haste effects don't stack. Haste dispels and counters slow.

Material Component: A shaving of licorice root.


b. Harm/Heal allow a Fortitude save, failure results in half damage. Both spells are capped at 150 points damage (10 points damage per caster level).


c. Shield

Abjuration [Force]

Level: Sor/Wiz 1;

Components: V, S;

Casting Time: Standard action;

Range: Personal;

Target: You;

Duration: 1 minute/level (D)

Shield creates an invisible, mobile disk of force that hovers in front of the caster. It negates magic missile attacks directed at the caster. The disk also intercepts attacks, providing a +4 shield bonus to AC. The shield carries no armor penalty or arcane spell failure chance.


d. Endurance is now renamed “Bear’s Endurance”; “animal buff” spells are added to the druid and ranger spell list. All “animal” stat enhancing spell durations reduced to 1 min/level, but each has a fixed stat increase of +4, instead of a variable range.


e. Hold spells now allow a save each round; success indicates the effect wears off.


f. Polymorph other/self are dramatically changed, specifically they are now polymorph/baleful polymorph with a 1 min/level duration and permanent duration respectively; baleful polymorph allows only relatively harmless forms.


g. Stoneskin provides DR 10/adamantine.


h. Slow reduces a character to a move or standard action per round; move is at half speed with –1 to attack, AC, and reflex saves.


i. Greater Magic Weapon now grants +1/4 levels instead of +1/3.


j. Instead of doubling movement, expeditious retreat, boots of striding and springing, and similar movement enhancing magic devices and spells now provide fixed movement bonuses.


k. New Spells:


Waves of Fatigue


Level: Sor/Wiz 5

Components: V, S

Casting Time: 1 standard action

Range: 30 ft.

Area: Cone-shaped burst

Duration: Instantaneous

Saving Throw: No

Spell Resistance: Yes

Waves of negative energy render all living creatures in the spell's area fatigued. This spell has no effect on a creature that is already fatigued.


Waves of Exhaustion


Level: Sor/Wiz 7

Components: V, S

Casting Time: 1 standard action

Range: 60 ft.

Area: Cone-shaped burst

Duration: Instantaneous

Saving Throw: No

Spell Resistance: Yes

Waves of negative energy cause all living creatures in the spell's area to become exhausted. This spell has no effect on a creature that is already exhausted.


Crushing Despair (demoralizes foes, and the revised Barghest can use it as a spell-like ability 1/day)


Mass Cat's Grace and Mass Cure Light Wounds


Scorching Ray: L2 Wiz/Sor Range: 25'+5'/2 levels Ranged touch attack for 4d6 Damage.


Deep Slumber (improved sleep)


Moment of Prescience


Luck 8, Sor/Wiz 8

Personal; Duration 1 hr/lvl or until discharged


Once during the spell's duration, you can gain an insight bonus equal to caster level (max +25) on any single attack roll, opposed ability or skill check, or saving throw. Alternatively, you can apply the insight bonus to your AC against a single attack. You can activate the spell at any time, even on another character's turn (it doesn't take an action). Once used, the spell ends.


You can't have more than one moment of prescience active on you at the same time.



l. Heal now fixes exhaustion and fatigue (among a laundry-list of other conditions).


m. Lesser restoration now eliminates fatigue, and restoration/greater restoration eliminate fatigue and exhaustion.


n. The spell Negative Energy Protection has been removed, and its spell effect has been rolled into Death Ward.


o. Finger of Death

You can slay any one living creature within range (25ft + 5ft/2 levels). The target is entitled to Fort save to survive the attack. IF the save is successful, the creature instead takes 3d6 points of damage +1 point per caster level (max +25). The subject might die from damage even if it survives its saving throw.


p. Divine power grants a +6 Enhancement bonus to Str and +1 HP/caster level, and BAB equal to your level.


q. Burning Hands now has a cone area of effect rather than a semicircular emanation.


r. Animate Dead is now a 4th Level Wiz/Sor spell (not 5th).


s. Changes to Permanency: Arcane Sight and Protection from Arrows have been added to the 'Self' list. Greater Magic Fang, Rary's Telepathic Bond, and Reduce were added to the 'Self or Other' list. Animate Objects, Mordenkainen's Private Sanctum, Prismatic Wall, the Symbols have been separated into separate spells and they too have been added to the 'General' list.


t. Barkskin is now a 2nd level spell that gives +2 AC +1 (natural armor bonus) per 3 levels over 3 to a max of +5. It lasts 10 min/level.


u. Call Lightning’s casting time is 1 Round and it lasts 1 minute/level. You can call 1 bolt/round that does 3d6 Damage, if there is already a storm the bolts do 3d10 damage.


v. Identiy if a L1 Bard/Sor/Wiz L2 Magic spell. 1 Hour to cast, effects 1 object, and once again tells you everything (charges, powers, etc). It's material component is a 100 GP crushed pearl, stirred into wine with an owl feather.


w. Analyze Dweomer is a L6 Bard/Sor/Wiz spell. It take 1 standard action to cast and lasts 1 round/level. It tells you pretty much everything mechanical about the item and it only gets a save if it's bearer wills it. The focus is a 1,500 GP ruby or sapphire in a golden loop.


x. Wall of Force no longer has the hemisphere/sphere function; it must be flat and unbroken.


y. Shapechange: You can turn into any single non-unique creature with no more than twice your level in Hit Dice (max 50)


z. True Resurrection: requires 25000 gp of diamond dust.


aa. Time Stop: This spell seems to make time cease to flow for everyone by you. In fact, you speed up so greatly that all other creatures seem frozen, though they are actually still moving at their normal speeds. You are free to act for 1d4+1 rounds of apparent time. Normal and magical fire, cold, gas, and the like can still harm you. While the time stop is in effect, other creatures are invulnerable to your attacks and spells; you cannot target such creatures with any attack or spell. A spell that affects an area and has a duration longer than the remaining duration of the time stop (such as Cloudkill) have their normal effects on other creatures once the time stop ends. Most spellcasters use the additional time to improve their defenses, summon allies, or flee from combat.


You cannot move or harm items held, carried, or word by a creature stuck in normal time, but yyou can affect any item that is not in another creature's possession.


you are undetectable while time stop lasts. You cannot enter an area protected by an antimagic field while under the effect of time stop.


bb. Entangle: There is no longer an Attack or Dex penalty to entangled characters (at least not in the spell description) and the caster no longer needs to make a concentrate check to maintain the Entangle while casting.


cc. Awaken: It grants trees and animals 3d6 Int (trees also get 3d6 Wis and Cha animals get +1d3 Cha and 2 HD). Awakened Animals may not act as Animal Companions, Familiars, or Special Mounts.


dd. The Jump spell now starts at a +10 bonus and goes up by caster level to a maximum of +30 at caster level 9.


ee. Alter self has undergone significant changes. It's now more like a lesser form of polymorph (self only). The gist is that you take the form of a humanoid (or other creature of your same type) within one size category of yours, and of a maximum HD equal to yours. You retain most of your own qualities, but gain the "physical qualities" of the new form, including size, movement, natural armor, natural weapons, racial bonuses, and any "gross physical qualities (wings, extra arms, etc.), though extra arms don't let you make more attacks than normal. You don't gain any extraordinary, supernatural, or spell-like abilities of the form.


ff. Change to cleric’s Animal domain: The granted power is now speak with animals 1/day and Knowledge (nature) as a class skill.


gg. Clerics may spontaneously cast mass cure spells. The upper healing limits on these spells are higher: 1d8+25 for MCLW, 2d8+30 for MCMW, 3d8+35 for MCSW, and 4d8+40 for MCCW. Mass Heal is 9th level, heals 10 pts/level, max 250. There are mass inflict spells at the same level. Note: There is no Mass Harm; heal/harm are not spontaneously castable.


hh. Several spells have changed schools. Teleportation spells are now Conjuration (Teleporting) instead of Transmutation. Spells that utilized fear or curses have tended to get shifted to Necromancy. The power word spells are now Enchantment. The symbol spells are all either Enchantment or Necromancy. Ray of Frost is now Evocation.


ii. Teleport is limited to 100 miles/level.


jj. Meteor Swarm: the spell creates four 6d6 fireballs that can be targeted separately (each exploding in a 40-foot-radius spread). You can also fire each meteor at a particular target; a successful ranged attack deals 2d6 bludgeoning damage and allows no save against the resulting fireball. Assuming no special resistance or vulnerability, that's a best-case scenario of 32d6 damage, no save, to a single target and 24d6 damage, Reflex half, to everything within 40 feet.


kk. Enlarge: Enlarge person now increases a humanoid creature's size by one category. This gives the creature +2 Str, -2 Dex, affects its size modifier to AC & attacks, etc., etc. A Medium creature enlarged to Large would have a 10-ft. face and a 10-ft. reach. It doesn't grant the full benefits of a size increase associated with monster advancement, such as Con and natural armor boosts.


ll. Eyebite is now a Necromancy [Evil] spell. It sickens, panics, or renders comatose one or more targets.


mm. Slow: Brd3, Sor/Wiz3 (Transmutation), Close range, 1 creature/level up to 30 ft. apart, 1 rd/lvl duration, Will negates. Targets will be limited to a single move or standard action each round (but not both, nor may it take full-round actions). They also take a -1 penalty on attacks, AC, and Reflex saves, and move at half normal speed.


nn. Find traps now grants an insight bonus to Search equal to one-half caster level, in addition to the rogue's trapfinding ability.



8. Monsters


a. Weapon types to overcome Damage Reduction are not cumulative. So, for example, if a werewolf has DR of 5/silver, a +1 weapon will not overcome the DR (only a silver weapon, or a magical silver weapon, can). Cold iron becomes a new material that affects DR. Categories include blunt, holy/unholy, lawful/chaotic, adamantine, magic, silver, cold iron. The materials are:

· Silver: Hurts werewolves and weaker devils

· Cold iron: Hurts fey (and some feylike creatures, such as eladrin) and weaker demons.

· Adamantine: hurts golems and stoneskinned PCs



b. Skeletons have DR 5/blunt, instead of halving all damage from slashing and piercing weapons. Zombies are DR 5/slashing.


c. There are a number of new subtypes (extraplanar, for example). Shapechanger is now a subtype, rather than a category. Swarm is a new subtype.


d. The “beast” category is eliminated. All of these creatures are now either animals or magical beasts.


e. Remaining monster categories are:










Magical Beast

Monstrous Humanoid







f. Individual monster stats changed (many, but omitted).


g. The Monster Manual will provide preferred monster tactics for some monsters.


h. In the 3.5 MM bonus feats will be indicated with a superscript "b" after the feat name.


i. The MM has a lot of tools for creating new monsters, advancing monsters, and using monsters as player characters and cohorts. Also, included read aloud text describes every monster so that you don't have to wing it whenever you introduce a new monster.


j. A Craft Construct feat appears in the Monster Manual.


Craft Construct [Item Creation]

The creature can create golems and other magical automatons that obey its orders.

Prerequisites: Craft Magic Arms & Armor, Craft Wondrous Item

Benefit: A creature with this feat can create any construct whose prerequisites it meets. Enchanting a construct takes one day for each 1000 gp in its market price. To enchant a construct, a spellcaster must spend 1/25 of the item’s price in XP and use up raw materials costing half of the price. A creature with this feat can repair constructs that have taken damage. In one day of work, the creature can repair up to 20 points of damage by expending 50 gp per point of damage repaired. A newly created construct has average hit points for its Hit Dice.


k. Constructs will gain bonus hit points based on size: (Small +10, Medium +20, Large +30, Huge +40, Gargantuan +60, Colossal +80).


l. The Solar, Tarrasque, and Happy Fun Ball have damage resistance that may only be bypassed by epic weapons.


m. The MM has the highest quantity of new art.


n. High CR monsters in the MM: the balor, pit fiend, and tarrasque are all CR 20, the titan is CR 21, and the solar is CR 23.


o. Githyanki and Githzerai are added to the MM.


p. Many dragon CRs went up a point or so, e.g. Great Gold Wyrm: 27 and Great Red Wyrm: 26.


q. Blindsense uses nonvisual abilities (like sense of smell or hearing) to perceive things in the world around them. A creature that has blindsense usually does not have to make Spot or Listen checks to pinpoint the location of a creature within range of its blindsense ability, provided that it has line of effect to that creature. There's a little more to it, but that's the gist. Dragons will have blindsense rather than blindsight.


Blindsight is very similar, but is more discerning. It still uses nonvisual senses, but often uses more unusual cues, like sonar, sensitivity to vibrations, keen spell, etc. It fights and moves as well as a sighted creature and things like invisibility, darkness, and most kinds of concealment (not cover) are irrelevant. It also usually does not have to make Spot or Listen checks to pinpoint the location of a creature within range of its blindsight ability. Again, there's a little more to it, but that's the basic idea.


Blindsense tends to be a little more limited than blindsight. Individual creature descriptions discuss what they can do with either sense, as well as how they do it.


r. Monsters with an elemental subtype (eg, fire) suffer +50% damage from the opposing subtype (eg, cold).


s. More on DR: A creature with DR no longer automatically ignores the same types of DR with its attacks. When carried to the extreme in this new system, that creates some really strange effects. (For instance, skeletons have DR n/bludgeoning, but don't deal damage as bludgeoning weapons.)


Instead, the MM sets forth specific rules for how creatures can bypass the DR of other creatures. DR x/magic and DR x/epic allow the creature's natural weapons to strike as magic or as epic weapons, respectively. A gargoyle's natural attacks strike as magic weapons. Creatures with alignment subtypes strike as weapons of those alignment(s), both with natural weapons and wielded weapons. A demon (chaotic and evil subtypes) strikes with natural and wielded weapons as if those weapons were chaotic- and evil-aligned.


1) A creature with DR bypassed by a specific type of weapon damage (bludgeoning, piercing, slashing) doesn't have any special ability to bypass other DRs. Skeletons can't hurt other skeletons any better than anyone else can.


2) A creature with DR bypassed by a certain material (adamantine, cold iron, silver) doesn't have any special ability to bypass other DRs. Lycanthropes can't hurt other lycanthropes any better than anyone else can.


3) The natural attacks of a creature with DR bypassed by magic weapons are treated as magic weapons for the purpose of bypassing DR. Same for epic. Gargoyles can hurt other gargoyles as if all their natural weapons were magic.


4) A creature with DR bypassed by a certain alignment (chaotic, evil, good, lawful) doesn't necessarily have any special ability to bypass other DRs (but see #5, below). Devils can't hurt other devils any better than anyone else can.


5) The natural attacks AND weapon attacks of a creature with an alignment subtype (Chaotic, Evil, Good, Lawful) can overcome damage reduction as if those attacks and weapons had an alignment (or alignments) matching the creature's subtype(s). Fiends are really good at hurting celestials, and vice-versa.


6) A creature with DR that can't be bypassed (DR n/-) has no special ability to bypass other creatures' DR. Barbarians can't hurt other barbarians any better than anyone else can.


Each and every creature in the MM that has some ability to bypass DR includes a specific notation to that effect, so that DMs don't have to remember these rules except when creating new monsters.


t. Awesome Blow (Monster feat): "The creature can choose to deliver blows that send its smaller opponents flying like bowling pins." (It's for Large, strong creatures.)



9. Magic Items


a. Instead of doubling movement, boots of striding and springing, and similar movement enhancing magic devices now provide fixed movement bonuses.


b. Heward's Handy Haversack’s utility has been clarified (it's not a free action to pull things out, but a move action that doesn't provoke AoOs, since you don't have to dig around in it).


c. Quaal's feather token: tree doesn't kill monsters by exploding them from inside.


d. Errata has been applied to the DMG price list.


e. Skill bonus items are going up to bonus squared, times 100 gp. Boots of elvenkind, for instance, now grant a +5 bonus and cost 2,500. That bonus is much more in line with the boots' low cost. (One could easily imagine an improved version that gave a +10 bonus for 10k, or even a +15 bonus for 22,500.) The ring of jumping's bonus went down to +5 for 2500, but there's also an "improved" version that grants +10 for 10k.


f. A vorpal weapon only threatens "vorpality" on a natural 20 (confirmed by a second successful attack roll), rather than on the full crit range of the weapon.


g. Weapon of speed enhancement: “Grants one extra attack at full BAB when making a full attack. Not cumulative with similar effects.”


h. Boots of striding and springing: For the low price of 5500 gp, the wearer gets a +10 ft. enhancement bonus to land speed and a +5 competence bonus on Jump checks.


i. Boots of speed: Free action to activate, 10 rounds of haste (non-consecutive). Essentially, 10 times per day you get to be hasted for a full round.



10. Dungeon Masters Guide


a. The default method of handling experience awards to parties of differing character levels will be the FRCS method (individual XP awards are based both on character level and monster CR).


b. Organization:


1. Chapter 1: Running the Game

· Shows you the ropes of how a game typically flows and feels


2. Chapter 2: Using the Rules

· Movement, bonus types, combat, skill and ability checks, saving throws, magic, etc.


3. Chapter 3: Adventures

· Motivation

· Encounters

· Treasure

· Adventure types

· Dungeon terrain

· Dungeon ecology

· Traps

· Wilderness adventures

· Urban adventures


4. Chapter 4: Nonplayer Characters


5. Chapter 5: Campaigns

· Establishing and maintaining a campaign

· How the characters and the world around them interact

· Various events (such as war) and other calamities

· World-building

· Interplanar adventuring

· Creating your own cosmology


6. Chapter 6: Characters

· Ability scores

· Races

· Subraces

· Modifying and creating character classes

· 16 Prestige Classes

· How PCs improve

· Cohorts

· Familiars

· Mounts

· Animal companions

· Epic characters


7. Chapter 7: Magic Items

· 72 pages of things that glow when you cast detect magic"


8. Glossary

· filled with expansive definitions

· descriptions of various conditions (like "energy drained" and "nauseated")

· a section on the various effects and damage caused by The Environment; such as immersion in acid, exposure to extreme cold, catching on fire, standing in lava.


9. Visual Aids

· Three pages of spell effect templates (so you know what squares are affected by your 15-, 30-, 60-, or 120-foot cones, or those 5-, 10-, 20-, 40-, or 80-foot radius effects).

· Three pages that illustrate the space occupied by different-sized creatures and their reach (including the threatened space when they're armed with a reach weapon)

· Six pages of various and sundry things you can use as terrain and dungeon dressing when setting up your battlemat

* dungeon flooring and walls

* stairs (wooden, stone, and spiral)

* bridges (wooden and stone)

* piles of treasure

* wooden chests

* wooden chairs

* wooden doors

* iron doors

* double doors

* doorways blocked by stones

* Stalactites

* difficult terrain

* pits

* floors inscribed with magic circles

* columns

* pedestals

* statues.

* coffins

* an assortment of dead bodies,

* sleeping figures


10. Index

· Gives you the quick, alphabetized way to look up subjects like "altitude sickness", "falling into water", and "quicksand."

· Also includes a listing of all the tables and an extremely handy list of sidebars, so it's even easier to find the variant rule for using Power Components when spellcasting, or to look up the One Hundred Adventure Ideas.


c. Split between pages 69 and 70 of the Dungeon Master's Guide, you'll find about a column's worth of rules (including a nice Maneuverability table) to govern aerial movement. Add falling damage (on pg. 112) and the information on taking damage from falling objects, and you're up to about one full page that covers aerial-specific game mechanics.


d. The Leadership feat remains in the DMG. Cohorts must be at least two levels lower than their leader. The Leadership feat takes advantage of the new ECL system to allow a wide variety of non-standard cohorts, including dragons.


e. The Epic level progressions of all base classes appear in a 5-page epic section of the Dungeon Masters' Guide. Also included are the save and attack progressions, and XP charts, but not epic spells, magic items or monsters.


f. Confirmed explicitly for 3.5: a natural 20 is an automatically successful save and an automatically successful attack roll (not counting miss chances from things like incorporeality, of course--that's something you do after you determine whether or not an attack succeeds). Likewise, a 1 is an automatic miss on both saves and attacks. This does not affect skill or ability checks or any opposed checks, of course.


g. The DMG also includes a variant weapon-equivalency chart that DMs can use if they feel like letting characters use alternative-size weapons with less difficulty (for instance, a Medium short sword is the equivalent of a Small longsword and a Large dagger). This not only lets the halfling keep using the weapons he takes off the orcs he fights, but also lets the half-orc try out that ogre's enormous greatsword.


11. Errata (already)


a. The spell emotion in the red dragon’s spell list in the MM is incorrect (the spell no longer exists).


b. Rogues still have proficiency with the sap