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Contents CreditsIntroduction 2

NPC Details 25

Friends & Foes 74

NPCs in the World 134

NPC Listing 153

Index 252

License 256

Open Game Content & Copyright InformationUltimate NPCs is ©2004 Mongoose Publishing. All rights reserved. Reproduction of non-Open Game Content of this work by any means without the written permission of the publisher is expressly forbidden. Ultimate NPCs is presented under the Open Game and D20 Licences. See page 256 for the text of the Open Game Licence. All text is to be considered Open Gaming Content. All other significant characters, names, places, items, art and text herein are copyrighted by Mongoose Publishing. All rights reserved. If you have any questions on the Open Game Content of this product please contact Mongoose Publishing. ‘d20 System’ and the ‘d20 System’ logo are Trademarks owned by Wizards of the Coast and are used according to the terms of the d20 System Licence version 3.0. A copy of this Licence can be found at www.wizards.com. The mention of or reference to any company or product in these pages is not a challenge to the trademark or copyright concerned. Dungeons & Dragons® and Wizards of the Coast® are Registered Trademarks

of Wizards of the Coast and are used with Permission. Printed in Canada.

Mongoose Publishing

Mongoose Publishing, PO Box 1018, Swindon, SN3 1DG, United Kingdom

info@mongoosepublishing.comVisit the Mongoose Publishing website at www.mongoosepublishing.com for regular updates.

Ultimate NPCs

Editor Richard Neale

Cover Art Scott Clark

Interior Illustrations Danilo Moreti, Chad Sergesketter, Tony Parker, Eric Bergeron, Marcio Fiorito, Patricio Soler, Eric Lofgren, Nathan Webb, Sarwat Chadda, Carlos Henry, David Griffiths, David Esbri Molinas, Alejandro Villen & Anne Stokes

Studio ManagerIan Barstow

Production Director Alexander Fennell

Proofreader Mark Quennell & Sarah Quinnell

Ian 'Lizard' Harrac

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IntroductionWelcome to Ultimate NPCs! This book

is an essential tome for any harried Games Master who must keep his world

populated with a nearly infinite variety of beings. In addition to a large stock of pre-generated NPCs, complete with equipment, this book features rules, charts and tables to enhance the creation and running of NPCs.

Roleplaying games model an odd universe. A small number of beings each controlled by an independent mind. The entire rest of the multiverse, from peasant farmers to demon lords, from city guards to the greatest of gods, share a single mind – a mind which is also concerned with issues such as ‘Where are the cheetos?’ and ‘Dammit, I know my notes were around here somewhere!’ Small wonder, then, that Otto the barkeep switches from a faux-German to a faux-British accent between visits, or that the mysterious druid who drops in to give cryptic warnings never spells her name the same way twice.

Nonetheless, NPCs matter. Without them, the game world is empty of things to talk with, bargain with and, of course, slay.

This book is designed to help Games Masters create NPCs, either prior to the game or during it. There is a special focus on complex NPCs, such as multi-classed characters, monsters with templates and the like. There are charts and tables of all sorts; to enable the rapid creation of detail where none was planned or to serve as an important ‘nudge’ for the Games Master looking to make the gate guard in North Hambrook slightly different than the gate guard in West Hambrook.

NPC CreationThis chapter discusses the various NPC classes and offers several more. It also includes a lot of notes on craft skills, professions and Lesser Feats, allowing you to give even first level commoners some variety.

The Role of the NPCNPCs serve a variety of roles in the game. Following are the major functions that they play and guidelines on how to use Ultimate NPCs to help with the creation and running of NPCs in that function.

Lesser EnemyThis is the most common role for the NPC – the faceless foe to be slaughtered and looted! All in the name of righteousness and justice, of course! The main thing which is needed for such foes is statistics. They do not have personalities, histories or motivations – they walk onstage, fight and die. For this role, Ultimate NPCs provides statistic blocks of combatants of all types, from humble guardsman to bandit lords and a variety of half-dragons. The NPCs come equipped and have skills and feats appropriate to their role. To utilise them, all that is needed is to refer to one of the statistic blocks. Further, for the many creatures in Core Rulebook III, which specify high level leaders accompanying the rabble, Ultimate NPCs provides them with full statistics and with equipment appropriate to their level.

Greater EnemyThe greater enemy is the foe with a purpose. He is not simply an obstacle to be killed and looted; he is well and truly hated and victory over him provides satisfaction in itself; the treasure reaped is more trophy than motivation. Greater enemies have personalities and should be memorable; there should be many encounters with them prior to ‘the big fight’. Ultimate NPCs helps here, as well – the raw statistic blocks provide a starting point, while the personality traits and epithets help to add flavour. The chapter, ‘Friends & Foes’, contains a variety of archetypal NPCs over the course of their careers and provides ready-made characters that can be dropped into a campaign with only a name change.

AllyThe ally is the characters friend, contact or servant, there to provide aid and resources. Allies often appear unexpectedly and this is where Ultimate NPCs comes in very handy. When a player notes, ‘Hey, I grew up in this town – is there anyone I know?’ the Games Master will be able to quickly pull out a statistic block, some suitable personality traits and be off.

UtilityUtility NPCs are those that players seek out because they need something. This includes merchants, mercenaries, healers and sages. Ultimate NPCs contains a wide variety of statistic blocks for such

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characters. Furthermore, it includes systems to determine whether or not a particular NPC will be available in a given area. Not every fishing village of fifty people will contain a sage with 15 ranks of Knowledge (minor demons of the twelfth hell). Some might not even have a blacksmith capable of re-forging the mithral and adamantine Sword of the Lost Emperor, if you can imagine that.

ColourThe world is filled with strange and wondrous characters. The tables for appearance and personality traits make it easy to quickly give life to a passing farmer or a sullen miner. Furthermore, it is often the case that someone the Games Master intended to be merely a bit of walking flavour text is seized on by the players as vital and important. Ultimate NPCs provides the tools to quickly fill in the ‘blank spots’ in the character, giving him statistics and personality.

NPC ClassesThe standard NPC classes work reasonably well, but just as more specialised classes help model many Player Character concepts better so too can new classes aid in precisely defining NPCs. This section includes both variants on the core NPC classes and wholly new ones. Player Characters may choose all of them, but they are generally inferior to Player Character classes. If there’s a desire to run a ‘low power’ campaign, though, these classes should provide the breadth of choice needed to run an ‘all NPC-class’ game.

Adept VariantsThere are many cultures that produce adepts and, furthermore, many of those drawn to magic but lacking the skill or piety needed to become true clerics, sorcerers or wizards. These variant adepts are similar to the standard adept described in Core Rulebook II but with differing spell selections and, sometimes, differing skills or combat abilities.

SeerA seer is an adept who specialises in divination. In tribal societies, they are called on to predict if a coming battle will go well or if some looming menace threatens the tribe. They rarely partake in combat and have very few combat-oriented spells.

Seers may not call familiars and are proficient only in a single simple weapon.

Seers choose their spells from the following list:

0th Level: create water, cure minor wounds, detect magic, detect poison, guidance, light, mending, message, purify food and drink, read magic.1st Level: bless, command, comprehend languages, cure light wounds, deathwatch, detect chaos, detect evil, detect good, detect law, detect undead, identify, protection from chaos, protection from evil, protection from good, protection from law.2nd Level: augury, bear’s endurance, bull’s strength, cat’s grace, calm emotions, delay poison, find traps, invisibility, locate object, mirror image, obscure object, see invisibility.3rd Level: arcane sight, bestow curse, clairaudience, clairvoyance, continual flame, invisibility purge, magic circle against chaos, magic circle against evil, magic circle against good, magic circle against law, neutralise poison, remove curse, remove disease, speak with dead, tongues.4th Level: detect scrying, discern lies, divination, locate creature, scrying, sending.5th Level: break enchantment, commune, contact other plane, greater command, true seeing.

SmiterThe smiter is an adept who is omnipresent on the battlefield. They focus on spells of destruction and pain and are often found among the most warlike of races. Heal is not a class skill for them-- and they are proficient in light armour and a single martial weapon of their choice.

Smiters choose their spells from the following list:

0th Level: daze, detect magic, ghost sound, guidance, inflict minor wounds, light, read magic, resistance, touch of fatigue.1st Level: bane, bless, burning hands, cause fear, chill touch, inflict light wounds, obscuring mist, protection from chaos, protection from evil, protection from good, protection from law, sleep.2nd Level: aid, bear’s endurance, bull’s strength, cat’s grace, inflict moderate wounds, darkness, resist energy, scare, scorching ray, shatter.3rd Level: animate dead, bestow curse, contagion, continual flame, inflict serious wounds, daylight, deeper darkness, fireball, lightning bolt, poison, rage.

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4th Level: black tentacles, divine power, fire shield, ice storm, inflict critical wounds, minor creation, polymorph, stoneskin, wall of fire.5th Level: baleful polymorph, break enchantment, cloudkill, insect plague, mass inflict light wounds, slay living, wall of fire, wall of stone.

AristocratAristocrats are among the deadliest foes – or most powerful allies – a Player Character may ever meet, even if they would have trouble battling a wounded kobold. Aristocrats wield power that cannot be measured in levels and attack bonuses. While some Player Characters may treat any opponent who lacks combat prowess with scorn, it must be noted that even if an aristocrat lacks combat skills of his own, he often has powerful allies or servants who can more than do his fighting for him. Those who mouth off to an arrogant princeling today often find themselves beaten to a pulp by his elite guard tomorrow.

The section, ‘NPCs In The World’, discusses the population of castles, manor houses and so on, including both aristocrats and their guards.

Noble TitlesNobles should have a decent title to convey their status and power. These are not presented for random selection – it strains disbelief to have a scenario such as ‘The lord of the tiny hamlet of Rock Ridge comes to greet you… he is … (roll) Emperor … Duqaut.’ The names are in order of rank. Generally, higher-ranking nobles will be found only in the largest cities, though some may have manor houses or vacation retreats near bucolic villages and hamlets. Low-ranking nobles can be placed in command of larger cities or regions – they may have powerful connections, be trusted locals or have skills and abilities making them especially suited to rule a given area. Generally though, land and title go hand-in-hand, with few Counts reigning in Metropolises.

Titles separated by a comma indicate male/female names.

LatinImperator, ImperatrixRex, ReginaPrinceps

DuxComes, Comitissa

EnglishEmperor, EmpressKing, QueenPrince, PrincessDuke, DuchessMarquess, MarchionessEarl, CountessViscount, ViscountessBaron, BaronessBaronetKnight

GermanKaiser, KaiserinKönig, KöniginPrinz, PrinzessinFürst, FürstinHerzog, HerzoginMarkgraf, MarkgräfinGraf, Gräfin;Landgraf, LandgräfinPfalzgraf, PfalzgräfinBaron, Baronin;Freiherr, FreifrauRitter

FrenchEmpereur, ImperatriceRoi, ReinePrince, PrincesseDuc, DuchesseMarquis, MarquiseComte, ComtesseVicomte, VicomtesseBaron, BaronneChevalier

SpanishEmperador, EmperatrizRey, ReinaPrincipe, PrincesaDuque, DuquesaMarqués, MarquesaConde, CondesaVizconde, VizcondesaBaron, BaronesaCaballero

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The Arcane Healer

Level BABFort Save

Ref Save

Will Save Special

Spells Per Day & Preparation Time Per Spell

0th (15 Min)

1st (30 Min)

2nd (1 hour)

3rd (1 1/2 hours)

4th (2 hours)

5th (2 1/2 hours)

1st +0 +0 +0 +2 3 1

2nd +1 +0 +0 +3 3 2

3rd +1 +1 +1 +3 Brew Potion 3 2 0

4th +2 +1 +1 +4 3 2 1

5th +2 +1 +1 +4 Craft Wondrous Item

3 2 2

6th +3 +2 +2 +5 4 3 2 0

7th +3 +2 +2 +5 4 3 2 1

8th +4 +2 +2 +6 4 3 2 2

9th +4 +3 +3 +6 4 3 3 2 0

10th +5 +3 +3 +7 4 3 3 2 1

11th +5 +3 +3 +7 4 4 3 2 2

12th +6/+1 +4 +4 +8 5 4 3 2 2 0

13th +6/+1 +4 +4 +8 5 4 3 3 2 1

14th +7/+2 +4 +4 +9 5 4 4 3 2 2

15th +7/+2 +5 +5 +9 5 4 4 3 3 2

16th +8/+3 +5 +5 +10 5 4 4 3 3 2

17th +8/+3 +5 +5 +10 5 5 4 3 3 2

18th +9/+4 +6 +6 +11 5 5 4 4 3 3

19th +9/+4 +6 +6 +11 5 5 4 4 3 3

20th +10/+5 +6 +6 +12 5 5 5 4 3 3

ItalianPrincipe, PrincipessaDuca, DuchesaMarchese, MarchesaConte, ContessaVisconte, ViscontessaBarone, BaronessaCavaliere

Arcane HealerAs their name suggests, arcane healers apply their studies of arcane magic to the practice of healing. They are sworn to a strict code of altruistic behaviour and are thus of lawful good and lawful neutral alignments with very rare exceptions. Hit Die: d4.

Class SkillsThe arcane healer’s class skills (and the key ability for each skill) are Concentration (Con), Craft (any) (Int), Craft (alchemy) (Int), Heal (Wis), Herbalism (Int or Wis), Knowledge (any) (Int), Profession (Wis) and Spellcraft (Int).

Skill Points at 1st Level: (2 + Int modifier) x4.Skill Points at Each Additional Level: 2 + Int modifier.

Class FeaturesAll of the following are features of the arcane healer NPC class.

Armour and Weapon Proficiency: Arcane healers are proficient in all simple weapons, but they are not proficient in any type of armour or shields. Arcane healers suffer arcane spell failure chances with their spells when wearing armour.

Spells: Arcane healers cast arcane spells. They are limited to a certain number of spells of each spell level per day, according to their class level. Like clerics, they can cast any spell on the arcane healer spell list provided they can cast spells of that level. Arcane healers prepare their spells in advance by concocting magical medicines (such as powders and salves). They prepare each of their spells individually by spending one half hour per level of the chosen spell working on a concoction. 0th level spells take 15 minutes to prepare. Making concoctions requires either a laboratory or an alchemist’s kit. Unused concoctions spoil at the end of the day.

Notice that at higher levels, it becomes difficult or impossible for members of this NPC class to

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