I found some 3.5 races I'd like to use in our Pathfinder game. Easy enough to convert, I just have to do it.


The winged birdmen known as aarakocras are a rare sight in the settled parts of Athas. Only aarakocra travelers, traders, diplomats, and exiles spend much time among the city-states.

Personality: A typical aarakocra is known for his need for freedom, both in the literal and figurative sense. Most aarakocras are quite claustrophobic and intensely uncomfortable when restrained in any way; they also dislike long-term obligations to others, and many become depressed or suicidal when pressed into military service or slavery.

Physical Description: An aarakocra's arms form the leading edge of his wings, which also attach to his torso at the hips. About midway along each wing is a clawed hand with fine motor ability rivaling that of a human. When flying, aarakocras can manipulate items in their foot-talons as well as they could if they were holding them in their hands. An aarakocra's plumage varies from white to bluish-gray.

Relations: Aarakocras tend to get along well with most other races. Because they come from isolated communities far north of the city-states, they are sometimes surprised by the quirks of other races.

Alignment: Aarakocra society is loosely knit and seminomadic, so aarakocras have a tendency to be chaotic.

Aarakocra Lands: The vast majority of aarakocras come from a region hundreds of miles north of the Tablelands called Winter Nest. Some few are born in aarakocra trading outposts or diplomatic enclaves in the city-states.

Religion: Some aarakocras rely on clerics of Air for religious guidance, while others heed the teachings of the few druids in their midst. Those aarakocras confronted with the theocracies of the city-states pay only lip service to the notion of worshiping the dragon-kings.

Language: Aarakocras speak their own language, Aarakocra. Most aarakocra in Winter Nest and elsewhere have enough contact with merchants from the city-states that they speak Common as well. An aarakocra's beak has an easier time with the clicking sounds of the Thri-Kreen language than humanoid mouths.

Names: Aarakocras tend to have a single multisyllabic name with lots of vowels and soft consonants in them.

Adventurers: A burning desire to explore and a natural inquisitiveness serve aarakocra adventurers well, although few aarakocras stray from Winter Nest. Those who leave find the city-states fascinating, if puzzling and sometimes dangerous.


  • +4 Dexterity, -2 Strength. Lightweight but fast, aarakocras are built for speed over strength.

  • Medium: As Medium creatures, aarakocras have no special bonuses or penalties due to their size.

  • Monstrous Humanoid: Because they aren't humanoids, aarakocras are immune to spells such as charm person and hold person.

  • Aarakocras have a base land speed of 20 feet. Their fly speed is 90 feet, with average maneuverability.

  • +1 natural armor.

  • Natural attacks: A flying aarakocra can attack with two talons, dealing 1d4 points of damage each, or he can use a weapon in his talons. An aarakocra on the ground can wield weapons in his wing-claws at his base attack bonus and attack with his bite as a secondary attack, dealing 1d3 points of damage.

  • Weapon Proficiency: Aarakocras are proficient with the javelin. Aarakocras learn to use these throwing weapons at an early age.

  • +2 racial bonus on Craft (any one), Knowledge (nature), Listen, and Spot checks. Aarakocras spend a great deal of their time hunting, building nests, and making tools.

  • Claustrophobic: Aarakocras suffer a -4 penalty on all attack rolls and skill checks when in an enclosed area.

  • Inborn Power: Aarakocras gain 3 extra power points at 1st level, regardless of whether they choose a psionic class or not. They can use the power points provided to manifest elfsight. If you take levels in a class that offers a repertoire of psionic powers, simply add the 3 power points to your power point total, and add your inborn power to your list of powers known. Aarakocras use their inborn power at a manifester level equal to their character levels. They use Charisma to set the save DC unless they have levels in a psionic class such as psion or psychic warrior that uses a different ability score to set the DC. In that case, they choose either Charisma or the psionic class's relevant ability score to set the save DC.

  • Automatic Languages: Aarakocra and Common. Bonus Languages: Auran. Halfling, and Thri-Kreen


On Athas, dwarves aren't subterranean miners. They are a long-lived but slowly dying race known for their relentless focus on a single task to the exclusion of all others.

Personality: How a dwarf behaves depends greatly on his focus, a single task that dominates every aspect of his life until it's completed. Each dwarf has a focus that guides his actions during every waking moment. A focus is usually a specific goal, such as "dig a new irrigation ditch," "convince the merchants of House Stel to improve our trade terms," or "slay the gaj that's been terrorizing our outpost."

If you're roleplaying a dwarf, you should be able to describe your current focus in a single sentence without a moment's hesitation. You can change your focus anytime you like simply by telling the DM, although most dwarves don't change their focus until the task is completed or it's apparent that it never will be completed. Think carefully about choosing a focus that'll make your goals diverge from those of the other PCs. Your focus should make for interesting roleplaying, but it shouldn't form a wedge between you and the other players.

Physical Description: Dwarves tend to be shorter and stockier than humans, but their eye, skin and hair color falls into the same ranges as humans. Adult male dwarves all have beards, although most keep them closely trimmed.

Relations: Dwarves categorize people according to their relation to their focuses, not by race, gender, or other characteristics. If someone can aid a dwarf in the resolution of his focus, he'll be at least marginally polite and helpful. However, standing between a dwarf and his focus makes the person an enemy, and not relating to his focus at all makes the being irrelevant.

Alignment: A dwarfs respect for those who fulfill their stated objectives gives most a lawful outlook.

Dwarf Lands: Dwarves are found intermingled with the human populations of the city-states; dwarves do not have communities to call their own anymore. The towns of Ledopolus are an ancestral home of the dwarves, so the dwarven population there is larger than it would be otherwise. In most city-states, dwarves congregate in certain neighborhoods to the exclusion of others.

Religion: Most dwarves worship one of the dragon-kings, although many heed the words of elemental clerics, especially those of earth and fire.

Language: Dwarves have overwhelmingly adopted the language of the humans they live with. They only use their ancestral language of Dwarven among each other and on ceremonial occasions.

Names: Dwarves once had an elaborate naming structure that detailed a particular dwarf's heritage by describing his ancestors. The naming system was unwieldy, however, so it has fallen into disuse, and dwarves have adopted human naming conventions.

Adventurers: Dwarven adventurers are driven by a focus that puts them in harm's way, such as "map the Jagged Cliffs region," "overthrow the dragon-king," or "make enough money to buy the freedom of my family."


Athasian dwarves have all the dwarven racial traits, except as follows:

  • +4 Constitution, +2 Wisdom, -2 Charisma: Dwarves are stout and tough but tend to be gruff and reserved.

  • Dwarves lose stonecunning, weapon familiarity, their +2 racial bonus on saving throws against poison, their +1 racial bonus on attack rolls against orcs, their +4 dodge bonus to Armor Class against giants, their +2 racial bonus on Appraise checks, and their +2 racial bonus on Craft checks.

  • Inborn Power: Athasian dwarves gain 3 extra power points at 1st level, regardless of whether they choose a psionic class or not. They can use the power points provided to manifest vigor. If you take levels in a class that offers a repertoire of psionic powers, simply add the 3 power points to your power point total, and add your inborn power to your list of powers known. Dwarves use their inborn power at a manifester level equal to their character levels. They use Charisma to set the save DC unless they have levels in a psionic class such as psion or psychic warrior that uses a different ability score to set the DC. In that case, they choose either Charisma or the psionic class's relevant ability score to set the save DC.

  • +2 racial bonus on saving throws against psionic powers, spells, and spell-like effects: Dwarves have an innate resistance to magic spells and psionic powers.

  • Focus: Dwarves are notoriously single-minded, focusing on one task to the exclusion of others. This focus is something that can be simply stated, such as "overthrow the government," "get the caravan to Urik," or "find the twelve ruby chrysalises." Dwarves gain a +4 racial bonus on Will saves against charm or compulsion effects that would change, delay, or distract from their focus.

  • Dwarven Blood: Dwarves are resistant to venoms and toxins, getting a +4 racial bonus on Fortitude saving throws against poison.

  • Automatic Languages: Dwarven and Common. Bonus Languages: Terran.

ELANS, Dark Sun

Originally created as a secret network of court agents by a powerful society of psions known as The Order, elans are not born; they are made. It is said that The Order erred when it created the first elans because it gave them too much free will. Some elan enclaves still owe allegiance to The Order, although the group was factionalized and driven underground after a failed plot a century ago. Other elans have turned their backs on The Order and are determined to forge their own destinies in the harsh lands of Athas. The average Athasian has never heard of an elan, but most noble families, merchant houses, and high-ranking templars have learned of their existence within the last few years.

Elans all have one thing in common: previous lives as humans. A special elan council screens living humans from a pool of applicants who've volunteered to make the transition into elans. Those who pass muster undergo a secret psionic process in one of several hidden elan enclaves, where organic life transitions to psionically-energized animation. Newly created elans retain the basic memories and personalities of their previous lives, but they keep none of their class skills, powers or spells (if any), or previous class abilities. Elans are a secretive lot in this regard, and they do not publicly reveal their enclaves or places of making. If one is to become elan, he is usually selected. Thus, elans do not reproduce biologically, but rather psionically, through the transition life power. Even then, their "children" are usually fully-grown adult humans. Non-human elans are never created, and it could be that the transition life power simply doesn't work for any other creatures but those who were originally human.

Personality: Elans are nearly as adaptable, flexible, and ambitious as the humans from which they are made. Because their state of existence sometimes leads other races to think the worst of them, elans practice a certain restraint, especially in regards to their origin. Otherwise, their personalities vary widely.

Physical Description: Elans typically stand just under 6 feet tall and weigh about 180 pounds, with men sometimes taller and heavier than women, but not always. Because new elans are selected, those who choose currently favor elans with pale skin, reddish hair, and a youthful quality. However, the first elans vary in looks as widely as humans. Elans dress in the styles similar to humans, including the adoption of unusual hairstyles, fanciful clothes, tattoos, body piercing, and the like. Elans have unlimited lifespans - as long as they are not destroyed, their mental arts could conceivably continually energize and rebuild their bodies for over a thousand years. However, The Order only recently established the first elan enclaves, so no known elans are more than twenty-five years old (not counting their time as humans).

Elans do not sleep as members of other races do. Instead, an elan meditates in a deep trance for 4 hours a day. An elan resting in this fashion gains the same benefit that a human does from 8 hours of sleep. While in trance, an elan concentrates on suffusing his body with psionic energy, healing the hurts and random lacerations of the day, and restoring animation and resiliency to his tissues.

Relations: Elans mix well with members of other races, especially humans. It is probable that their relations would undergo a shift should their true nature become widely known, so one of the essential tenets of elan existence is secrecy.

Alignment: Elans tend toward no particular alignment, not even neutrality. The best and the worst are found among them.

Elan Lands: Wherever humans are found, there, too, are clans.

Religion: Some elans revere the dragon-queen Lalali-Puy because the city of Gulg has the oldest and largest elan enclave. Newer elan enclaves are less likely to serve a dragon-king or elemental power, as they feel that any grace or continued existence they might hope for will depend on their own efforts and continual mastery of inborn psionic talent.

Language: Elans speak Common. They typically learn other languages, including obscure ones, and they are fond of sprinkling their speech with words borrowed from other tongues: Pterran curses, Elven musical expressions, Thri-Kreen military phrases, and so on.

Names: Elan names vary greatly and often are simply the same as the human name they possessed before they crossed into their new existence. This is particularly true when an elan wishes to pick up his old life where he left off. Others view their second chance at existence as an opportunity to start anew and might pick completely new names.

On the other hand, titles are important to the elan, although they are used only among themselves. Freshly transitioned elans have the title of Newmade, those who have had at least a few years of animate "life" have the title Made, and those over two decades old have the title of Eternal. Those that belong to the group that chooses new elans have the title of Culler (although any elan who knows the power transition life might take this title, whether part of the Culler Council or not).

Adventurers: Elan adventurers are akin to humans in their daring and ambition. Because some effects that afflict other races leave elans unscathed, they sometimes seem extraordinarily brave to those who do not know the secret of their existence.


Athasian elans have all the elan racial traits, except as follows:

  • +2 Wisdom. The selection process that creates elans favors those who demonstrate keen perception and insight.

  • Automatic Language: Common. Bonus Languages: Any (other than secret languages, such as Druidic).

ELVES, Dark Sun

On Athas, elves have pointed ears and dwell in the wilderness, but comparisons to traditional fantasy elves end there. The elves of Dark Sun are clannish, nomadic desert-dwellers said to be as fast - and as mercurial - as the sirocco.

Elves are tireless wanderers, scouring the desert sands for whatever sustenance and riches they can find. They travel on foot in tribal groups, engaging in thieving and raiding, then disappear in a cloud of dust. Some tribes trade on a more-or-less regular basis with the city-states, but elves are known for their willingness to fleece customers not of their tribe.

Personality: An elf would rather live a short, happy life among friends than toil for centuries like a dwarf. Many take a perverse pride in the stereotype that labels them as untrustworthy thieves and bandits. Most are possessed by an incurable wanderlust, always moving on to see what lies beyond the next ridge - or what's in the poorly guarded caravan approaching from the west.

Physical Description: Elves are tall and lean beyond what would be possible for humans, but their slim frames hide a deceptive, wiry strength. Both males and females wear their hair long. Facial hair never grows on their pale skin. They favor voluminous robes that protect them from the wind and sand.

Relations: It is said that the only thing harder than finding an elf you can trust is finding an elf who trusts you. Elves either ignore or hold in contempt those not of their tribe, especially nonelves. An elf living among other races carefully tests the friendship of would-be allies before letting his guard down.

Alignment: Elves tend strongly toward chaotic alignments. Whether elves are good or evil depends on what's standing between them and their next drink of water.

Elven Lands: Some elven tribes have taken up residence in the city-states - usually in their own ghetto - but most roam the sandy wastes, coming into the cities only to trade. Many tribes of elven bandits congregate along major trade routes where they can pick off heavily laden caravans.

Religion: Few elves serve the dragon-kings - or anyone else for that matter. Many of the larger tribes have druids that provide a measure of spiritual guidance, and clerics of fire and earth aren't unheard of either.

Language: Elven is the elves' native tongue, a vowel-heavy language with a singsong quality. Most elves speak at least a smattering of Common as well, whether to demand valuables from bandit victims or strike a better deal in a city-state's bazaar.

Names: Elves take a simple name in their own language, and among the tribe they'll append a descriptive term, such as "Vilyaa the Tall," if a particularly common name is causing confusion. Elves separated from their tribe often take the tribe's name as a de facto last name. Tribe names include Night Runners, Silt Stalkers, Silver Hands, Sky Singers, Water Hunters, and Wind Dancers. Many elven names have doubled vowels, indicating that the vowel sound is stretched out slightly.

Adventurers: An elf's wanderings often develop into adventures whether he likes it or not. Some elves can't resist the temptation to fleece locals as they travel, while others find themselves the target of prejudiced harassment.


Athasian elves have all the elven racial traits, except as follows:

  • +4 Dexterity, -2 Constitution: Elves are graceful but frail. An elf's grace makes her naturally better at stealth and archery.

  • Elves lose their +2 racial bonus against enchantment.

  • Elf base land speed is 40 feet. At 10th level, it increases to 50 feet.

  • Elf-Running: Athasian elves gain Endurance as a bonus feat, for they are accomplished long-distance runners.

  • Inborn Power: Athasian elves gain 3 extra power points at 1st level, regardless of whether they choose a psionic class or not. They can use the power points provided to manifest their conceal thoughts power. If you take levels in a class that offers a repertoire of psionic powers, simply add the 3 power points to your power point total, and add your inborn power to your list of powers known. Elves use their inborn power at a manifester level equal to their character levels. They use Charisma to set the save DC unless they have levels in a psionic class such as psion or psychic warrior that uses a different ability score to set the DC. In that case, they choose either Charisma or the psionic class's relevant ability score to set the save DC.

  • Weapon Proficiency: Elves receive the Martial Weapon Proficiency feats for the falchion, rapier, scimitar, longbow (including composite longbow), and shortbow (including composite shortbow) as bonus feats. Elves esteem the arts of swordplay and archery, so all elves are familiar with these weapons.

  • +2 racial bonus on Listen, Search, and Spot checks. At 5th level, these racial bonuses increase to +4, and at 15th level these racial bonuses increase to +6.

  • Elven Discernment: Elves are highly attuned to their environment, and they have an instinctive sense that detects when things are out of place. Elves gain a +2 bonus on saves against illusion spells and effects.

  • Automatic Languages: Elven and Common. Bonus Languages: Gith and Pterran.


The half-elves of Athas have no true home: They are regarded as outsiders in both the human-dominated city-states and the elven tribes of the wilderness. Unlike their parents, half-elves have no culture or community to call their own, but the flip side to being an outsider is being able to come and go as you please. Just to get through the day in a world that regards them as halfbreed mongrels, half-elves have become adept socially, using keen perception and a diplomatic demeanor to deflect prejudice.

Personality: Most half-elves grew up as orphans or in broken homes, and most live uneasy lives in human or elven communities that don't truly accept them. Thus, a half-elf tends to be very loyal when he makes friends.

Physical Description: Half-elves look like thin humans with slightly pointed ears.

Relations: Half-elves generally get along well with most other races, especially muls and half-giants, their fellow crossbreeds. They often grow frustrated with human and elven prejudice.

Alignment: Half-elves have no affinity for a particular alignment.

Half-Elven Lands: Because they have a hard time keeping up with elven tribes in the wilderness, most half-elves live in the human city-states. They are too widely scattered to form their own communities, instead living as best they can within human society.

Religion: There are more half-elves than one might expect among the ranks of the templars, because a regimented life spent in dragon-king worship avoids many of the day-to-day difficulties of being a half-elf. Those half-elves who embrace their outcast nature often become elemental clerics, because fire, wind, water, and earth regard half-elves for who they are, not for who their parents were.

Language: Half-elves speak Common. Those with connections to the elven tribe of a parent learn Elven as well.

Names: Half-elves adopt the naming conventions of whatever society they live in.

Adventurers: Almost by definition, half-elves have to make their own way in the world, without a family or community to help them. Thus, the adventurer's life appeals to many.


Athasian half-elves have all the half-elven racial traits, except as follows:

  • +2 Dexterity. Half-elves gain some of the agility of their elven parents.

  • Half-elves lose their +2 bonus against enchantment effects.

  • Immunity to sleep effects.

  • Inborn Power: Athasian half-elves gain 3 extra power points at 1st level, regardless of whether they choose a psionic class or not. They can use the power points provided to manifest their psionic charm power. If you take levels in a class that offers a repertoire of psionic powers, simply add the 3 power points to your power point total, and add your inborn power to your list of powers known. Half-elves use their inborn powers at a manifester level equal to their character levels. They use Charisma to set the save DC unless they have levels in a psionic class such as psion or psychic warrior that uses a different ability score to set the DC. In that case, they choose either Charisma or the psionic class's relevant ability score to set the save DC.
    At 5th level, half-elves gain an additional 3 psionic power points and the detect hostile intent power. At 10th level, half-elves gain an additional 5 psionic power points and the danger sense power. At 15th level, half-elves gain an additional 7 psionic power points and the aura sight power. As with other inborn powers, if the half-elf character has psionic classes that provide knowledge of higher-level powers, simply combine the power points and inborn powers known with those attained from the class.

  • +2 racial saving throw bonus against illusion spells or effects, due to the discernment that is part of their elven heritage.

  • Automatic Languages: Common. Bonus Languages: Any (other than secret languages, such as Druidic).


Githyanki are the descendants of a humanlike race enslaved by mind flayers for millennia. Exiled on the Astral Plane since time immemorial, they are returning to the Material Plane in a grand crusade at the Lich-Queen's command. They target worlds, and their goal nothing less than the annihilation of every sentient creature that dares to dwell there.

Personality: Githyanki are a living contradiction: ruthlessly cruel and sadistically violent toward almost all nongithyanki, but unfailingly polite, respectful, even refined among their own kind. The key to this paradox is their self-identity: the githyanki have never forgotten that they were slaves of the mind flayers for generations, and they blame everyone but themselves for that fact. A thousand years of hatred and resentment has corrupted the entire culture of the githyanki into a seething cauldron of violence directed toward anything that is not included in their own circle of fellows.

Physical Description: Githyanki appear superficially human, similar in size and proportion. Tall and gaunt, they average 6 1/4 feet tall and typically weigh around 170 pounds. They possess rough, leathery skin, pale yellow in color, and red or black hair (often pulled into one or more topknots). Their black eyes are sunken deep into their long, angular skulls, their noses are small and highly placed, and their ears are pointed and serrated in back. They favor elaborate dress and baroque armor.

Relations: The githyanki hate almost everyone. At the top of their list are the mind flayers who enslaved them and engendered the hatred that defines them, followed closely by their cousins, the githzerai. The denizens of the Lower Planes are perhaps the only creatures the githyanki ever count as allies: they have an ancient pact with a red dragon consort of Tiamat, and ally with demons and devils more often than with any other creature. "Good relations," to the githyanki, generally means "sharing a military alliance," and the quality of those relations shifts as quickly as fortunes in war.

Alignment: Githyanki are always evil, although they can be lawful, neutral, or chaotic in temper. Nonevil githyanki are one-in-a-million exceptions, and githyanki who stray so far from their heritage as to adopt a good alignment are completely unheard of.

Githyanki Lands: Githyanki are native to the Astral Plane, though their ancestors were humans from the Material Plane in ages past. They build fortress-cities on chunks of floating Astral rock or even on the corpses of dead deities that drift through that otherwise barren plane. They enjoy the conquest of other races and cultures, however, and have fortress-outposts established on many planes and many Material-Plane worlds. In addition to these overt sites, the githyanki maintain secret brood-chambers scattered throughout the Material Plane, and are quite adept at operating secretly among humans in particular.

Religion: Githyanki owe allegiance to their Lich-Queen alone, who forbids the worship of deities among her people. Indeed, as a race that often makes its homes on the corpses of dead gods, the githyanki are not inclined to revere these all-too-finite deities.

Language: Githyanki speak their own language, which they treat as a sacred secret, never using it around members of other races. They also speak Common, and many know Draconic as well. In general, githyanki disdain learning the languages of other creatures, with dragons, demons, and devils being the most common exceptions.

Names: Calli'tao, Geatroth, Gharvag, Karluth, Khlasath, Khosuvh, Madivh, N'a'rai, Quith, Rech, Ris'a'n, Tehv'in.

Adventurers: Githyanki rarely adventure in the way that humans, elves, dwarves, and other races typically understand that term. For githyanki, an adventure is a military operation, strictly regimented, led by a military commander, and ultimately directed by the Lich-Queen herself. It is not an opportunity for self-aggrandizement or the acquisition of personal wealth. Githyanki "adventurers," then, are soldiers in the army of the Lich-Queen, cooperating on missions to achieve her goals.


  • +2 Dexterity, +2 Constitution, -2 Wisdom. Githyanki are hardy and agile, but their utter subservience to their Lich-Queen has weakened both their willpower and their sanity.

  • Medium-size. As Medium-size creatures, githyanki have no special bonuses or penalties due to their size.

  • Githyanki base speed is 30 feet.

  • Darkvision: Githyanki can see in the dark up to 60 feet.

  • Psionics: 3/day - daze and mage hand. In addition, githyanki of 3rd level or higher can use blur three times per day, githyanki of 6th level or higher can use dimension door three times per day, and githyanki of 9th level or higher can use telekinesis three times per day and plane shift once per day. These abilities are as the spells cast by a sorcerer of the githyanki's level. The DCs of these abilities are Charisma based.

  • Spell Resistance: A githyanki has spell resistance of 5 + 1 per character level.

  • Extraplanar: Although Githyanki are humanoids, they are native to the Astral Plane and are thus susceptible to banishment and similar spells when they are on other planes.

  • Automatic Languages: Githyanki. Bonus Languages: Abyssal, Celestial, Common, Draconic, Infernal, and Undercommon.


In preparation for this invasion of Pharagos, Vlaakith the Lich-Queen has secretly been breeding a race of superwarriors - the duthka'gith. Half githyanki, the duthka'gith also claim descent from the seed of Ephelomon, the fiendish red dragon consort of Tiamat.

Personality: Duthka'giths are stronger, faster, and smarter than their githyanki parents, and they know it. They combine the cruel violence of the githyanki with the arrogance of dragons, and care little for the complex niceties of githyanki society. Where the githyanki are refined, the duthka'gith are boorish and savage. The threat of violence, obvious or implied, pollutes their every dealing, whether with outsiders (nongithyanki), fullblooded githyanki, or other duthka'gith.

Physical Description: Duthka'giths have lost most of the githyanki similarity to humans. They average close to 7 feet tall and are considerably heavier than githyanki, averaging more than 210 pounds. Their skin has a definite scaled texture to it and ranges from deep red (primarily on the shoulders and back) to orange (on the palms, soles of the feet, and belly). Their hair is shaggy and wild, resisting any attempt to pull it into the formal topknots the githyanki favor. Their ears are slightly larger in proportion to their heads than a githyanki's are, but share the same serrated back edge. Their eyes gleamred, suggesting glowing black embers.

Relations: Duthka'giths share all the enemies of the githyanki, which is to say almost everyone. Their relationship with the githyanki themselves varies from individual to individual, but generally is strained at best. The duthka'giths look down on the githyanki but work closely together with them. Every duthka'gith considers itself a born leader, which is not far from the truth, but as a result they quickly become frustrated when forced to accept an inferior position of any sort.

Alignment: Like githyanki, duthka'giths are always evil, and they tend strongly toward chaos (though not exclusively, because of Ephelomon's connection to the lawful plane of the Nine Hells).

Duthka'gith Lands: Duthka'giths have no lands of their own, and share living space with githyanki.

Religion: Like githyanki, duthka'giths are loyal to the Lich-Queen above all and consider the gods inferior, mortal beings undeserving of worship. Duthka'giths are not generally prone to the weakness of worship, but they tend to be particularly drawn to the messianic cult of Gith. In fact, many duthka'gith believe that Gith was transformed into a half-dragon during her stay in the Nine Hells, and that the breeding of the fist duthka'gith is a sign that Gith's return is imminent.

Language: Duthka'giths speak the githyanki language and Draconic. Many also speak Common, but they share the common githyanki disdain for the languages and culture of other species.

Names: Duthka'giths usually carry githyanki names.

Adventurers: Vlaakith bred the duthka'giths to lead the githyanki in the invasion - to serve as generals, sergeants, and champions of her mighty army. This vision has not fully materialized, thanks in large part to the unforeseen strongly chaotic bent of the duthka'giths. Duthka'giths are indeed born leaders, but many of them demonstrate such impatience with the regimentation of githyanki life that they strike out independently, sometimes forming small, elite units made up entirely of their own kind to attack Pharagos in their own way, sometimes working alone to wreak destruction on whatever they happen to find. In this way as in many others, duthka'giths manifest both the best and the worst aspects of their fiendish, draconic, and githyanki ancestry.


  • +8 Strength, +2 Dexterity, +4 Constitution, +2 Intelligence, -2 Wisdom, +2 Charisma. Duthka'giths have the great physical strength and hardiness of their dragon parent, as well as the characteristics of the githyanki.

  • Medium-size. As Medium-size creatures, duthka'giths have no special bonuses or penalties due to their size.

  • Duthka'gith base speed is 30 feet.

  • Darkvision: Duthka'giths can see in the dark up to 60 feet.

  • Low-light Vision: Duthka'giths can see twice as far as humans in starlight, moonlight, torchlight, and similar conditions of poor illumination. They retain the ability to distinguish color and detail under these conditions.

  • Psionics: 3/day - daze and mage hand. In addition, duthka'giths of 3rd level or higher can use blur three times per day, duthka'giths of 6th level or higher can use dimension door three times per day, and duthka'giths of 9th level or higher can use telekinesis three times per day and plane shift once per day. These abilities are as the spells cast by a sorcerer of the duthka'gith's level. The DCs of these abilities are Charisma based.

  • Spell Resistance: A duthka'gith has spell resistance of 5 + 1 per character level.

  • Dragon: Duthka'giths are creatures of the dragon type. This makes them vulnerable to certain spells and immune to others, including spells that specifically target humanoids. Like all dragons, they are immune to sleep and paralysis effects.

  • Extraplanar: Duthka'giths are native to the Astral Plane and are thus susceptible to banishment and similar spells when they are on other planes.

  • Breath Weapon (Su): Once per day, a duthka'gith can breathe a cone of fire to sear its enemies. This is a 30-foot cone that deals 6d8 points of fire damage to creatures within it. A successful Reflex save (DC 10 + the duthka'gith's Constitution modifier) reduces the damage by half.

  • Natural Weapons: A duthka'gith can attack with its claws and bite. Its bite deals 1d6 points of damage (plus one-half the duthka'gith's Strength modifier), while its two claw attacks each deal 1d4 (plus the duthka'gith's Strength bonus).

  • Natural Armor Bonus: +4.

  • Smite Good (Su): Once per day, a duthka'gith can smite good, dealing extra damage equal to its character level against a good opponent.

  • Energy Resistance: A duthka'gith is immune to fire and has cold resistance 5.

  • Githyanki Blood: For all special abilities and effects, a duthka'gith is considered a githyanki. Duthka'giths, for example, are just as vulnerable to special effects that affect githyanki as their githyanki ancestors. Duthka'giths also can qualify for prestige classes that require the githyanki race as a prerequisite.

  • Automatic Languages: Githyanki and Common. Bonus Languages: Abyssal, Celestial, Draconic, Infernal.


Feral creatures who live in the few forests remaining in the world of Dark Sun, the halflings of Athas are out of place in the city-states of the Tablelands. Yet, like how a wild creature held in a zoo can adapt to its surroundings, so too can a halfling find adventure in the cities, as well as the deserts, of Dark Sun.

Personality: Stories, song, and fine arts are of paramount importance to halflings, who have a rich oral history and collection of mythic tales. Halflings often feel sorry for creatures who have to scrabble madly for water and food, as they have little difficulty obtaining either in their forest homes. This attitude sometimes appears patronizing to others.

Physical Description: On Athas, many halflings decorate their skin with war-paint, tattoos, and piercings.

Relations: Halflings have a mixture of pity and curiosity about the people of the city-states, but they're socially aware enough to realize that they will always be a novelty to the larger races. After they've been among humans and other races for a while, most halflings overhear enough tales about cannibal halflings to last a lifetime. However, most don't foul their dealings with those they meet by telling them that most of those stories are true.

Alignment: Halflings have no particular alignment preference, although those who travel to the city-states have a tendency to be more chaotic than those who remain in their forest homes.

Halfling Lands: Halflings are native to the Forest Ridge, a wooded mountain range northwest of the city-states. There the halflings have many villages and even larger settlements.

Religion: Halflings let their village druids tend to their spiritual needs, although elemental clerics are not unheard of. Rare indeed is the halfling who venerates a dragon-king.

Language: Halflings speak their own language. Those who travel to the city-states pick up at least conversational Common from traveling merchants and other envoys from the Tablelands.

Names: Halfling names reflect their tribal heritage, full of aggressive consonants and references to the natural world. Common appellations include Windborne Garkala, Kaishak Treetopper, and Shethac Two-Streams.

Adventurers: Halflings usually have a reason for leaving their forest homes beyond "I'm looking for adventure." Some are voluntary exiles, others are (or were) attached to diplomatic or trading missions, and some are on the run from a dark fate that awaits them back in the forest.


Athasian halflings have all the halfling racial traits, except as follows:

  • +2 Dexterity, +2 Wisdom: Halflings are quick, agile, and good with ranged weapons. They also tend to be perceptive and strong-willed.

  • Inborn Power: Halflings gain 3 extra power points at 1st level, regardless of whether they choose a psionic class or not. They can use the power points provided to manifest their missive power. If you take levels in a class that offers a repertoire of psionic powers, simply add the 3 power points to your power point total, and add your inborn power to your list of powers known. Halflings use their inborn power at a manifester level equal to their character levels. They use Charisma to set the save DC unless they have levels in a psionic class such as psion or psychic warrior that uses a different ability score to set the DC. In that case, they choose either Charisma or the psionic class's relevant ability score to set the save DC.

  • +2 racial bonus on Climb, Jump, and Move Silently checks: Halflings are agile, surefooted, and athletic. At 5th level, these bonuses increase to +4. At 10th level, a halfling can make a standing long jump as if it were a running long jump and can engage in accelerated climbing without suffering the -5 penalty. At 15th level, the Climb, Jump, and Move Silently racial bonuses increase to +8.

  • Automatic Languages: Halfling and Common. Bonus Languages: Aarakocran, Ancient Halfling, and Pterran.


Half-giants were force-bred into existence by the cruel dragon-kings. Intended as a force of gigantic warriors and laborers, half-giants are crosses between humans and giants. With the creation of their race came also the inception of strife, as with any people kept in bondage. Some half-giants found that a relic of their forced breeding had engendered within them a spark of secret power. So it is that some half-giants flee their circumstances and seek new lands where they are free to discover their own destinies.

Personality: For the most part, half-giants retain human sensibilities. They are curious, interested in cooperation and communication, and tend to be kind (of course, there are exceptions). Because many half-giants are refugees from their former days of bondage, where they could pass down few traditions, they are quick to pick up the local tastes, morals, customs, and habits of the area in which they settle down.

Physical Description: Half-giants typically stand from 7 to 8 feet tall and weigh from 250 to 400 pounds, with men noticeably taller and heavier than women. Most half-giants have tightly braided black hair with deep coppery complexions. Half-giants often effect grandiose dress when they can afford to do so, sporting fanciful or intimidating clothing. Half-giants have longer lifespans than humans, achieving adulthood at about age 20 and usually living a little over a century.

Relations: Most other humanoids are put off by half-giants, due to their abnormally large size. However, assuming introductions can be made without violence, many find half-giants of good alignments to be outgoing, kind creatures.

Alignment: Half-giants have a slight tendency toward good alignments, but as always, there are bad apples whose hearts have been twisted by slavery.

Half-Giant Lands: Enslaved half-giants live in the human cities, where most are the property of templars. Those who've escaped or were born free tend to live in settlements in the deepest parts of hot deserts.

Religion: Freed half-giants, as a race, have a particular disdain for religion, sometimes going out of their way to speak badly of a dragon-king. It's not that they don't believe; it's that they don't believe that a dragon-king has the best interests of its worshipers at heart. Half-giants still in bondage openly worship the dragon-king who rules them; some truly believe in their hearts while others just go through the motions.

Language: Half-giants speak Common, plus any languages their masters taught them or that they learned in the wild.

Names: Half-giants have a childhood name and a given name, usually given by friends or the community in which the half-giant grew up. Most half-giant names reflect some aspect of the desert that half-giants inhabit, although a few place names are sometimes thrown in.

Adventurers: Half-giants have wandered far to found their current desert settlements. For many, wanderlust is a way of life, and seeking after glory, fortune, or even a life of high adventure is something every half-giant can understand and accept. Most half-giants, however, are content to stay in their settlements and listen to the tales of far-away lands from those who've adventured there.


Athasian half-giants have all the half-giant racial traits, except as follows:

  • Automatic Language: Common. Bonus Languages: Dwarven and Giant

HUMANS, Dark Sun

Humans are the dominant culture in the explored parts of Athas. Among the races, they are known for their versatility and willingness to adapt to the harsh realities of life on Athas.

Personality: Humans tend to be ambitious and individualistic: even the tyranny of the dragon-kings hasn't stamped out human diversity. Other races often don't know what to expect when meeting a human for the first time, because predicting their behavior based on cultural norms is difficult. "It's human nature," they say with a shrug whenever humans take some action for no apparent reason.

Physical Description: Humans on Athas tend to be dark-skinned with brown or black hair, although exceptions exist. Templar and noble humans tend to display the greatest variety of hair and skin coloration.

Relations: Humans tend to get along well with the races they comingle with (dwarves, muls, elans, and maenads), although their friendly attitude sometimes seems patronizing. Half-giants and thri-kreen are regarded as somewhat fearsome and dangerous. Elves, and to a lesser degree half-elves, are considered flighty and untrustworthy. Aarakocras, halflings, and pterrans are viewed as fascinating and exotic.

Alignment: Humans have no natural alignment tendencies, although the culture of each city-state pressures its inhabitants to adopt the alignment of its dragon-king.

Human Lands: Most humans live in one of the seven city-states: Balic, Draj, Gulg, Nibenay, Raam, Tyr, and Urik. Others live in the smaller outposts and communities near oases in the desert, and some few are part of hunter-gatherer tribes in the heart of the wasteland.

Religion: Most humans worship (or at least venerate) the dragon-king of the city-state where they live. Some few follow the teachings of elemental clerics or join the druids in their nature-worship.

Language: Humans speak Common, the trade tongue, which is by far the most prevalent language on Athas. Most can read and write - even slaves are taught basic literacy so they can read various signs and inscriptions.

Names: For most humans, a single name suffices. Templars often take an honorific based on their rank in the religious hierarchy. Nobles also have a family name, which is generally referred to after the word "of," as in "Agis of Asticles." Members of a merchant house take the house's name as their own last name. Freemen occasionally refer to their occupations to avoid confusion, as in "Barek the Weaver."

Adventurers: Human adventurers tend to be daring and relentless no matter why they're adventuring - whether for fame, fortune, or belief in a cause. Their versatility makes them suited to any class.


Athasian humans have all the human racial traits, except as follows:

  • +2 any ability score, +2 any other ability score. As the most varied race, humans have no consistent racial modifiers, but every human has some innate talent.

  • Inborn Powers: Humans gain 3 extra power points at 1st level, regardless of whether they choose a psionic class or not. Humans may choose any 1st-level power from the psion/wilder power list to become their inborn power, which they can manifest using their power points. Only humans have the ability to choose - the other races' choices are predetermined. If you take levels in a class that offers a repertoire of psionic powers, simply add the 3 power points to your power point total, and add your inborn power to your list of powers known. Humans use their inborn powers at a manifester level equal to their character levels. They use Charisma to set the save DC unless they have levels in a psionic class, such as psion or psychic warrior, that uses a different ability score to set the DC. In that case, they choose either Charisma or the psionic class's relevant ability score to set the save DC.
    At 5th level, humans gain an additional 3 psionic power points and a 2nd-level power from the psion power list. At 10th level, humans gain an additional 5 psionic power points and a 3rd-level power from the psion power list. At 15th level, humans gain an additional 7 psionic power points and a 4th-level power from the psion power list. As with other inborn powers, if the human character has psionic classes that provide knowledge of higher-level powers, simply combine the power points and inborn powers known with those attained from the class.

  • Automatic Language: Common. Bonus Languages: Any (other than secret languages, such as Druidic).


Once grimlocks were much like other humanoid races and could see the world around them. But after millennia of living in total darkness, they lost their sight and found other, blunter methods for sensing their environment. Blind but not unseeing, evil but not unfeeling, grimlocks understand the world in a way that other humanoids cannot.

Although grimlocks prefer to keep to themselves, their isolation is often broken when mind flayers raid their packs for slave fodder or, as more often happens, their mushroom fields are razed and their water cisterns are drained by drow. Starving and desperate, the grimlocks are then forced to raid upperworld communities for the means to survive.

Personality: Grimlocks are direct in all their dealings, never beating around the bush. They are deeply suspicious of other races - sometimes violently so. But while grimlocks are prone to snap judgments, most can change their minds readily enough if presented with situations that warrant reconsideration, even in matters of racial enmity. Grimlocks care more for their own skins than they do for any principle, cause, or individual, except for those with whom they have hunt-bonded. A hunt-bond is a vow of mutual respect and protection. Every grimlock forms such a bond with at least one other creature (usually another grimlock). A grimlock considers a huntbonded companion a close friend, and she protects that individual's life as if it were her own.

Grimlocks appreciate beauty, but not the visual beauty that other creatures can sense. A grimlock's heightened senses allow him to appreciate forms, subtle vibrations in the earth, and poetry. Like their personalities, the sculpture, music, and poetry created by grimlocks tend to seem blunt, immediate, and raw.

Physical Description: A grimlock appears human in silhouette, but full light reveals him as a subterranean creature whose ancestors have been accustomed to darkness for generations uncounted. His skin is gray, slightly scaled, and usually scarred from unending hunts through constricted passages. A grimlock who has been afforded special status by his pack may also have decorative designs scarred into his hide. The single most startling grimlock feature is the complete absence of eyes and eye sockets. Blank skin stretches across a grimlock's upper face, giving him a shadowed, masked visage. A muscular grimlock male or female stands between 5 and 5-1/2 feet in height and weighs around 180 pounds.

Grimlocks wear little in the way of clothing or armor - their skins are protection enough. However, they do sport tanned leather belts, harnesses, and decorative bracers.

Relations: Grimlocks harbor intense distrust and hostility toward any race other than their own. Fed on by mind flayers, forced into slavery by both drow and illithids, and subjected to aboleth plots of exceptional depravity, grimlocks quite reasonably react xenophobically to other races. However, any grimlock who wishes to venture away from his pack must overcome these xenophobic leanings and learn to see each individual as a potential pack member, as opposed to a racial enemy that must be slain. A few adventuring grimlocks have achieved such mental equilibrium, though it must be reinforced through daily meditation to prevent instinct from taking over.

Alignment: Although upperworlders regard all grimlocks as evil, many are actually neutral, concerned mostly with themselves and their own survival. They see themselves and their people as desperate survivors on the run, so they rationalize any evils they do as necessary for their own continued existence.

Religion: Certain groups of grimlocks venerate individual medusas as if the latter were minor deities. The gaze power of such creatures is beyond the grimlock's ability to understand, so it seems divine to them. More enlightened grimlocks tend to worship Shar.

Language: Grimlocks speak a dialect of Terran and Undercommon. Those who venture beyond their immediate packs often choose to learn other languages of the Underdark as well. Some learn Abyssal and other evil tongues to gain power for themselves by making sinister deals.

Names: Grimlocks prefer to name their young after natural elements of the underground environment. Each grimlock has a personal name and a pack name.

Male Names: Hard Stone, Jagged Rock, Cliff Face, Cold Water, Tunnel Runner, Heat Bringer, Stone Biter.

Female Names: Diamond Hand, Silk Cry, Smooth Pebble, Lake Wader, Life Tender, Sigh Minder.

Pack Names: Runners, Singers, Leapers, Scalers, Climbers.

Adventurers: Grimlocks are intimately familiar with their bounded world of rock, deep pools, chasms, and fissures. Adventuring grimlocks often find considerable profit in waylaying Underdark trade caravans, looting the ruins of civilizations past, and taking on assignments for drow or mind flayer patrons. Grimlocks who choose to move beyond the confines of their own packs usually find the cultural shock overwhelming at first, but still oddly gratifying in its strangeness.

Regions: Many wild grimlocks are born in an extended series of caves that they call Fingerhome. These caverns extend throughout the upper, middle, and lower Underdark. Most grimlocks choose the grimlock region, but a scant few choose to live among surface races, so they choose the regions in which their comrades live instead.


  • +4 Strength, +2 Dexterity, +2 Constitution, -2 Wisdom, -4 Charisma. Grimlocks are strong, quick, and tough, but they tend to be weak on interaction and leadership.

  • Medium size. Grimlocks have no bonuses or penalties due to their size.

  • A grimlock's base land speed is 30 feet.

  • Immunities (Ex): Grimlocks are immune to gaze attacks, visual effects, illusions, and other attack forms that rely on sight.

  • Blindsight (Ex): A grimlock can ascertain all foes within 40 feet as a sighted creature would. Beyond that range, it treats all targets as totally concealed (see Concealment in the Player's Handbook). Grimlocks are susceptible to sound- and scent-based attacks, and they are affected normally by loud noises, sonic spells (such as ghost sound or silence), and overpowering odors (such as stinking cloud or incense-heavy air).
    Negating a grimlock's sense of smell or hearing negates his blindsight, but he functions as though he had the Blind-Fight feat. If both smell and hearing are negated, the grimlock is effectively blinded.

  • Scent (Ex): Grimlocks can detect opponents within 30 feet by scent. Exact location is not revealed unless the opponent is within 5 feet. A grimlock can take a move action to note the general direction of an opponent he has detected by scent.

  • Natural Armor Bonus (Ex): A grimlock has a +4 natural armor bonus to Armor Class because of his thick and scaly skin.

  • Racial Bonuses: A grimlock gains a +10 racial bonus on Hide checks when in the mountains or underground. His dull gray skin helps him hide in his native terrain.

  • Racial Hit Dice: A grimlock character begins with two levels of monstrous humanoid, which provide 2d8 Hit Dice, a base attack bonus of +2, and base saving throw bonuses of Fort +0, Ref +3, and Will +3.

  • Racial Skills: A grimlock's monstrous humanoid levels give him skill points equal to 5 × (2 + Int modifier). His class skills are Climb, Hide, Listen, and Spot.

  • Racial Feats: A grimlock character has Martial Weapon Proficiency (battleaxe) as a bonus feat. In addition, his monstrous humanoid levels give him one feat.

  • Automatic Languages: Common and Undercommon. Bonus Languages: By character region.


Kuo-toas are theocratic fishfolk who dwell in the deep seas and lakes of the Underdark. The clerics of Blibdoolpoolp, called whips, exercise iron control over the population. Second in status to the clerics are the monks, who are known as monitors. Much of kuo-toan life and society focuses on religion. The church forms the center of every community, both physically and metaphysically. Each kuo-toa city is ruled by a Sunken Council - a group of nine high-level clerics who direct the citizens in their religious observances. Larger kuo-toa settlements usually have ornate churches that sponsor frequent celebrations in honor of their mad deity, whom they call the Sea Mother. A smaller enclave might have only a simple shrine and periodic visits from a low-level priest.

Kuo-toas spend much of their leisure time in the spawning pools. Young kuo-toa hatch in these sheltered pools and spend their first year of life there. Only after their amphibian qualities fully develop can they leave the pools to become full-fledged members of kuo-toan society.

Personality: Kuo-toas view everyone with suspicion; in fact, they often report real or alleged transgressions of even their own family members to the community cleric. Justice (or at least trial, sentencing, and punishment) follows swiftly. Kuo-toas have a well-deserved reputation for dealing duplicitously with other races, though the drow are a notable exception to this rule. The typical kuo-toa has no scruples about betraying a trust if he feels that doing so is in his best interests and not apt to produce unwanted repercussions.

Physical Description: A kuo-toa sports fine scales of varying pigmentation. The color varies with his mood, ranging from dark red when he is angry to white when he is frightened. A kuo-toa's body is shaped like that of a short, pudgy human, but his slender arms and legs end in broad hands and distended feet that resemble flippers. The air around a kuo-toa carries a faint odor of rotting fish. This scent is natural but can be enhanced by piscine perfumes of kuo-toan manufacture.

Relations: The kuo-toas maintain friendly relations with the drow. Sometime in the far past, after the conflict of Sorath-Nu-Sum, the kuo-toan clergy issued edicts naming all drow as honorary kuo-toas and welcoming them into kuo-toan settlements. The only portions of a kuo-toan settlement where drow are forbidden are the church and the spawning pools. The kuo-toas also tolerate the servants, slaves, and allies of the drow, giving them the same level of access as they do the dark elves. Exactly what prompted this expansive gesture remains a mystery, but many drow and kuo-toa communities have since established mutually beneficial trading practices, and mixed settlements are not unusual.

Kuo-toas and drow share a common hatred of the svirfneblin, and the two races frequently band together to hunt deep gnomes. Victorious raiding parties offer svirfneblin prisoners to the kuo-toan church for sacrifice.

Alignment: Upperworlders generally perceive kuo-toas as evil and loathsome, and this assessment is not an unfair representation of the Sea Mother's bloodthirsty clerics and monks. Common kuo-toas, however, generally lack the cruelty and zeal of the theocratic and noble classes. Such kuo-toas often follow neutral (and occasionally even good) philosophies, forming a nonvocal majority in most kuo-toan settlements. Because of the repressive theocracy under which they live, nonevil kuo-toas usually remain silent, lest their attitudes get them sacrificed to the Sea Mother.

Religion: Kuo-toa clergy are quick to root out and censure anyone or anything they perceive as a threat. Because of the swift and arbitrary punishments meted out by the whips, the average kuo-toa follows the rituals of Blibdoolpoolp and fulfills the expectations of the clergy, whether or not he feels especially pious. The current edicts of the high priests state that Blibdoolpoolp demands frequent sacrifices, which must be drowned in special sacrificial pools. If the clergy feel especially benevolent, they use prisoners or slaves (often svirfneblin) to fulfill this requirement. If the clerics perceive their flock as less than fervent in devotion, however, each sacrifice includes one or more kuo-toa parishioners. Drow are never sacrificed to Blibdoolpoolp, and the servants and slaves of the drow are usually spared as well.

Language: Kuo-toas speak Kuo-Toan, Undercommon, and Aquan. Those who live in mixed communities with drow often speak Elven as well.

Names: Kuo-toan given names usually mimic rushing or dripping water in sound. Surnames are descriptive words or phrases, often religious in nature.

Male Names: Drapood, Jopaarg, Oomkaan, Moolowik, Nilbool, Poolidib, Poolp, Prin, Pripp, Prirr, Rripp, Rropp, Urlurg, Vuoor.

Female Names: Bibble, Bilpl, Bilpli, Blipool, Lill, Lilli, Pliil, Pliili, Uustra.

Surnames: Chosen, Devout, Goddessgifted, Goodhunter, Holy, Motherblessed, Seachild, Seakin, Undrowned.

Adventurers: Kuo-toan society provides ample reasons for any nonconformist kuo-toa to adopt the adventuring life and travel far away from the areas controlled by the Sea Mother's clergy. Unfortunately, kuo-toas typically face prejudice from every other race except drow. As a result, they often join mixed-race adventuring groups, hoping that the diversity will encourage acceptance. Adventuring kuo-toas often make pilgrimages back home on an annual basis to partake of the spawning pools.

Regions: Kuo-toas live in the upper and middle Underdark. Virtually all of them choose the kuo-toa region, though the few kuo-toas who venture to the surface are free to choose the regions in which they dwell.


  • +2 Strength, +2 Constitution, +2 Intelligence, +4 Wisdom, -2 Charisma. Kuo-toas are strong, hardy, and wise, but they have a sinister reputation.

  • Medium size. Kuo-toas have no bonuses or penalties due to their size.

  • A Kuo-toa's base land speed is 20 feet. A kuo-toa also has a swim speed of 50 feet.

  • Lightning Bolt (Su): Two or more kuo-toa clerics (whips) operating together can generate a stroke of lightning every 1d4 rounds. The whips must join hands to launch the bolt but need only remain within 30 feet of one another while it builds. The resulting lightning bolt deals 1d6 points of damage per whip, but a successful Reflex save halves this amount (DC 11 + highest Wisdom modifier among the participating whips + number of whips).

  • Adhesive (Ex): A kuo-toa uses his own body oil and other materials to give his shield a finish almost like flypaper, capable of holding fast any creatures or items that touch it. Any creature that makes an unsuccessful melee attack against a kuo-toa must succeed on a Reflex save (DC 11 + kuo-toa's Con modifier), or the weapon sticks to the shield and is yanked out of its wielder's grip. A creature using a natural weapon is automatically grappled if it gets stuck. A kuo-toa requires one hour and special materials costing 20 gp to coat a shield with adhesive, but the secretion remains sticky for up to three days, or until it actually catches something or someone, whichever comes first. Successfully trapping a creature or item uses up the adhesive, so the shield can trap no further creatures or items until its coating is replenished. Pulling a stuck weapon or limb from a shield requires a DC 20 Strength check.

  • Electricity Resistance 10 (Ex): Kuo-toas are naturally resistant to electricity.

  • Immunities (Ex): A kuo-toa is immune to poison and paralysis.

  • Keen Sight (Ex): A kuo-toa has excellent vision, thanks to his two independently focusing eyes. His eyesight is so keen that he can spot a moving object or creature even if it is invisible or ethereal. Only by remaining perfectly still can such objects or creatures avoid a kuo-toa's notice.

  • Slippery (Ex): A kuo-toa secretes an oily film that makes him difficult to grapple or snare. Webs (magic or otherwise) don't affect kuo-toas, and they usually can wriggle free from most other forms of confinement.

  • Light Blindness (Ex): Abrupt exposure to bright light (such as sunlight or a daylight spell) blinds a kuo-toa for 1 round. In addition, he takes a -1 circumstance penalty on all attack rolls, saves, and checks while operating in bright light.

  • Amphibious (Ex): Kuo-toas can breathe both air and water without difficulty and are capable of surviving indefinitely in either environment.

  • Natural Armor Bonus (Ex): A kuo-toa has a +6 natural armor bonus to Armor Class because of his scaly skin.

  • Racial Bonuses: A kuo-toa has a +8 racial bonus on Escape Artist checks and a +4 racial bonus on Search and Spot checks.

  • Weapon Familiarity: A kuo-toa may treat pincer staffs as martial weapons rather than exotic weapons.

  • Racial Hit Dice: A kuo-toa character begins with two levels of monstrous humanoid, which provide 2d8 Hit Dice, a base attack bonus of +2, and base saving throw bonuses of Fort +0, Ref +3, and Will +3.

  • Racial Skills: A kuo-toa's monstrous humanoid levels give him skill points equal to 5 × (2 + Int modifier). His class skills are Craft (any), Escape Artist, Knowledge (any), Listen, Move Silently, Search, and Spot.

  • Racial Feats: A kuo-toa's monstrous humanoid levels give him one feat.

  • Automatic Languages: Kuo-Toan, Undercommon, and Aquan. Bonus Languages: Common, Dwarven, Elven, and Serusan (or by character region)


Maenads are a race of wildly emotional creatures who are known for the rare times that their legendary restraint breaks, allowing a flood of emotional turmoil to surface, often in acts of stunning bravery or violence. Maenads have a strong martial bent, useful for venting the emotional boil they constantly keep at bay.

Maenads know not the source of the spiritual anger they all keep bottled away, but part of it is undoubtedly that, as a race, they were trapped on a featureless demiplane of crystal and dust by a higher power. Early in the year of Priest's Contemplation, the dragon-king Andropinus escaped from his banishment to The Black, bringing with him an army of maenads he discovered during his imprisonment. At first, the maenad legions conquered the city-state of Balic in Andropinus' name, but they have since spread across the Tablelands. Not all owe allegiance to Andropinus anymore, as the dragon-king seems more interested in reestablishing his control over his old subjects than considering the welfare of those he brought to Athas. Many maenads who regarded Andropinus as a savior are now disillusioned by his cruelty and saddened by the harsh land that is their new home.

Personality: Maenads seem discreet and calm, even restrained and undemonstrative, unwilling to use a sentence where a word will do, and happier with a gesture if words can be dispensed with altogether. Their apparent calm is at odds with their more fiery reputation. However, in order to maintain a life in civilized lands and even (or especially) among themselves, maenads must practice a discipline of mental calm, lest the furies of their racial memory break forth. They are slow to make friends for this reason, but come to regard as family those that understand and accept them despite their occasional lapses.

Physical Description: Maenads are tall and have a wiry strength, standing about 5 1/2 to 6 1/2 feet tall, and typically weighing 145 to 220 pounds. Maenad men are the same height as, and only marginally heavier than, maenad women. Maenads have no facial or body hair, but usually wear the dark hair on their heads long and braided. Their skin is dusted with a peculiar sparkle, as of gem dust, giving them a striking luster in the right light. This sparkle is a natural component of their skin, which is flecked with tiny living crystals. Maenads possess grace and fine features. They prefer heavier clothes, and armor, if possible. A maenad achieves adulthood at about 25 years of age and can live to be over 150 years old.

Relations: Maenads are most comfortable with humans, finding their various temperaments similar to their own. They respect the dwarven ability to hold a grudge, but they find halflings rather silly. The other races they take as they find them, although maenads are particularly taken with elves, because the unconscious elven lightness of being is a balm to the maenad spirit. Maenads don't dislike aarakocras or thri-kreen, but they have a hard time understanding their ways.

Alignment: Maenads know that self-control is their best method of living a fulfilling life. Thus, they lean strongly toward law. Generally, they value and protect others' self control as well as their own, and so are more often good than not.

Maenad Lands: Maenads mostly live near Balic in communities of less than three hundred, where their well-hidden villages blend into the desert wastes. They hunt game and are beginning to work small farms on the fringe of Andropinus' territory. Maenads encountered in other lands are usually refugees, warriors for hire, or adventurers.

Religion: Some maenads still serve Andropinus, while others respond to the entreaties of the druids or of elemental clerics. Water clerics are particularly welcome among the maenads, for maenad elders say their original homeland was an archipelago teeming with life and sun.

Language: Maenads speak Maenadi, a language of strict grammar. Chants play an important part in their songmaking and literature. They have their own script, which looks surprisingly similar to Elven.

Names: Maenad names are given and used much like human names. Every maenad has at least one given name, and a family name.

Adventurers: Maenads take up adventuring out of a desire to travel and see more of the world. Moreover, some maenads tend to get along easier with other races less given to inner rage than themselves. However, maenads also are adept with the sword and some psionic power, and adventuring allows them to utilize these skills.


Athasian maenads have all the maenad racial traits, except as follows:

  • +2 Strength, +4 Charisma. Maenads tend to be physically fit, and they have forceful personalities.

  • Automatic Languages: Maenadi, Common. Bonus Language: Elven.


Sterile crossbreeds of humans and dwarves, muls have great stamina. Accordingly, the templars, noble families, and merchant houses breed them as slaves. Many of the same attributes that make them effective manual laborers serve them well in gladiator arenas.

Personality: Muls often have gruff, taciturn personalities, seen as a sort of social defense mechanism in the slave pits most call home. Many lash out in spite whenever they can avoid the consequences, having never known a friend or companion. Those muls who have escaped the toil of the typical slave (usually by excelling as a gladiator, being set free, or escaping) handle social situations better, but most remain wary of strangers and anyone who hasn't proven their trustworthiness.

Physical Description: Muls have a fast metabolism, so most of them are squat and muscular, with broad shoulders and very little body fat. Were it not for their pronounced brow ridges, slightly pointed ears, and lack of body hair, they could pass for human.

Relations: Muls are somewhat antisocial, but they don't have a particular enmity for any race. They get along slightly better with their forebears (humans and dwarves) and half-giants, who are often fellow slaves.

Alignment: The taskmaster's whip has instilled a lawful attitude in most muls, although those who have fled from slavery are usually chaotic (ex-slaves almost always have a hard time with authority figures). Mul slaves who are treated poorly - which are almost all of them - can nurture such hatred and spite in their hearts that they become evil.

Mul Lands: Muls have no culture of their own; they're entirely products of the city-states where they're bred. Some escaped slaves make a home for themselves among the desert tribes, but because no mul can start a family, they have no place to call their own.

Religion: Most muls are heavily indoctrinated into the worship of whichever dragon-king rules the city-state where they were born. Like half-giants, some enthusiastically take to the state religion, while others curse it under their breath each day.

Language: Muls are taught Common in the slave pits. If they learn other languages, it's often from captured slaves.

Names: Muls favor one simple name, generally a human one. They don't have families, so they don't take last names except in unusual circumstances. To avoid confusion, some muls will add an appellation such as "Rikus the Gladiator" or "Kalaa the Stone-Grinder."

Adventurers: Muls generally come to the adventurer's lifestyle in one of three ways. Some escape slavery and must remain one step ahead of their former masters. Others win their freedom through luck or skill - often by success in the gladiator arena. Finally, some are former soldiers under the command of the dragon-kings or in the pay of the merchant houses.


  • +2 Strength, +4 Constitution. Muls are strong and known for their great stamina.

  • Medium: As Medium creatures, muls have no special bonuses or penalties due to their size.

  • Mul base land speed is 30 feet.

  • Hardy: Muls need only half as much rest to eliminate the effects of fatigue and exhaustion.

  • Faster Natural Healing. Muls heal damage at twice the normal rate, recovering 2 hit points per level per day. At 10th level they gain fast healing 1, and at 15th level they gain fast healing 3.

  • Inborn Power: Muls gain 3 extra power points at 1st level, regardless of whether they choose a psionic class or not. They can use the power points provided to manifest their offensive prescience power. If you take levels in a class that offers a repertoire of psionic powers, simply add the 3 power points to your power point total, and add your inborn power to your list of powers known. Muls use their inborn power at a manifester level equal to their character level. They use Charisma to set the save DC unless they have levels in a psionic class such as psion or psychic warrior that uses a different ability score to set the DC. In that case, they choose either Charisma or the psionic class's relevant ability score to set the save DC.

  • Automatic Language: Common. Bonus Language: Dwarven.


Reptilian creatures from the Hinterlands, pterrans are a rare sight among the city-states of Athas. A massive earthquake in the year of Desert's Fury shook pterran society out of its isolation; many young pterrans now leave their villages and explore the strange wonders of the rest of Athas.

Personality: Pterrans tend to be wary and subdued at first meeting, and most never get used to the stares of every passerby. Among other pterrans and trusted friends, though, most pterrans are open and caring. They have a subconscious politeness of demeanor, giving thanks for the smallest kindness.

Physical Description: Pterrans stand about 5 1/2 to 6 feet tall, and have light brown, scaly skin, three-fingered talon-like hands (with opposable thumbs) and three-toed feet. Vestigial leathery flaps of skin hang down under their thin arms. Their snouts are beaklike and long, and their narrow heads and long necks give them a birdlike profile.

Relations: Pterrans have been isolated long enough that they don't have any particular racial friendships or enmities, with two exceptions. The pterrans' villages have suffered from thri-kreen raider attacks of late, making the average pterran regard thri-kreen as dangerous bandits. Halfling culture and pterran culture have many parallel spiritual aspects, so pterrans get along well with halflings.

Alignment: Pterrans have an ingrained tendency to make sacrifices for the welfare of others, so most are good. They show no proclivity toward law or chaos.

Pterran Lands: Lost Scale and Pterran Vale are the two known pterran villages. All pterrans hail from there.

Religion: Pterran druids wield great spiritual influence in Lost Scale and Pterran Vale, and most pterrans celebrate the "Earth Mother" with brief prayers and ceremonies several times a day. Pterran travelers generally find worship of the dragon-kings distasteful, although they might swallow their abhorrence for the sake of politeness.

Language: Pterrans have their own tongue, but they're the only ones who use it. They've begun teaching Common to everyone in the community so they can better deal with the outside world.

Names: Pterrans use family names first, followed by a personal name that's often descriptive rather than abstract (Ptellac Coldeye, for example, is the brother of Ptellac Greentail and Ptellac Flinttooth). Few Athasians understand the distinction, however, and call their pterran companions by their family names.

Adventurers: Pterran culture is actively sending out young members of the community to learn more about the world. Pterran PCs are likely part of this wave of travelers.


  • +2 Strength, +2 Constitution, -2 Wisdom. Pterrans are physically powerful, but not particularly observant or willful.

  • Medium: As Medium creatures, pterrans have no special bonuses or penalties due to their size.

  • Reptilian: Pterrans have the reptilian subtype.

  • Pterran base land speed is 30 feet.

  • +5 natural armor bonus: The thick skin and scales of a pterran make them difficult to harm.

  • Natural attacks: A pterran can attack with two talons, dealing 1d4 points of damage each, or he can use a weapon in his talons. He can also attack with his bite as a secondary attack, dealing 1d3 points of damage.

  • Because of their tails, pterrans have a +4 racial bonus on Balance and Jump checks.

  • Inborn Power: Pterrans gain 3 extra power points at 1st level, regardless of whether they choose a psionic class or not. They can use the power points provided to manifest their burst power. If you take levels in a class that offers a repertoire of psionic powers, simply add the 3 power points to your power point total, and add your inborn power to your list of powers known. Pterrans use their inborn power at a manifester level equal to their character levels. They use Charisma to set the save DC unless they have levels in a psionic class such as psion or psychic warrior that uses a different ability score to set the DC. In that case, they choose either Charisma or the psionic class's relevant ability score to set the save DC.

  • Automatic Languages: Pterran and Common. Bonus Languages: Giant and Gith.


Mantis-like creatures from the desert wastes, the thri-kreen are the most alien of the PC races in Dark Sun. They are pack predators with six limbs, a poison bite, and an obsession with hunting.

Personality: Thri-kreen have a pack mentality, and they're always concerned with their position in the "clutch." This makes them good team players, but a thri-kreen in charge expects his orders to be followed without question. Thri-kreen place great importance on knowing where their next meal is coming from. Because they wander in packs, thri-kreen rarely have any possessions they can't easily carry on their backs. They also don't object to eating other intelligent races if no other food source is available. Some thri-kreen hunting packs say elves are particularly delicious.

Physical Description: They have one set of legs they use for locomotion and two pairs of arms for manipulation. They have short antennae, multi-faceted eyes, and a yellow, brown, or gray exoskeleton.

Relations: How a thri-kreen relates to others depends entirely on whether they're members of his clutch; thri-kreen apply notions of clutch allegiance to almost every social situation. A thri-kreen will leap to the defense of a clutchmate without question, but anyone outside the clutch is a potential rival.

Alignment: Thri-kreen respect the order of the clutch, so most tend toward a lawful alignment. Thri-kreen don't think of the world in the absolutes of good and evil as do other races, and so they have no tendency toward one or the other (nor even to neutrality).

Thri-Kreen Lands: Beyond the Jagged Cliffs, north of the city-states, are the great mantis-cities of the tohr-kreen, a settled, civilized group of thri-kreen. Most thri-kreen have no permanent communities, wandering wherever good hunting takes them.

Religion: Thri-kreen find worship of the dragon-kings puzzling, because the dragon-kings don't look after their worshipers the way a clutch leader should. Elemental clerics are respected for their power. Thri-kreen often come into conflict with druids; to a thri-kreen, the animals druids want to protect and preserve are merely tasty meals.

Language: Thri-kreen have no lips and a different tongue than humans have, so they can't make the following sounds: p, b, f, v, m. Their own language, Thri-Kreen, includes a series of clicks and pops that humans have a hard time imitating. Thri-kreen also supplement their verbal communication by emitting pheromones; the pheromone "vocabulary" has only vague, general meanings, but the faint smells enable thri-kreen to express fine shades of meaning and cultural idioms. Only creatures with scent can make out thri-kreen pheromones, and they only understand their meaning if they speak Thri-Kreen.

Names: Thri-kreen have single names that have many glottal stops (denoted with apostrophes) and hard consonant sounds.

Adventurers: Thri-kreen are well suited to the adventurer's life: they're mobile, effective in a fight, and they have a number of useful racial abilities. Furthermore, their clutch-based way of looking at social situations means that they fit in better with a small, egalitarian group than they do a large hierarchy or a teeming city-state.


  • +2 Strength, +4 Dexterity, +2 Wisdom, -2 Intelligence, -4 Charisma. Thri-kreen are strong and quick, but they think differently than most humanoids, and have a hard time relating to folk of other races.

  • Medium: As Medium creatures, thri-kreen have no special bonuses or penalties due to size.

  • Thri-kreen base land speed is 40 feet.

  • Immunity to sleep. Since thri-kreen do not sleep, they are immune to magic sleep effects. A thri-kreen spellcaster still requires 8 hours of rest before preparing spells.

  • Darkvision: Thri-kreen can see in the dark up to 60 feet.

  • +3 natural armor: A thri-kreen's exoskeleton is resistant to blows.

  • Multiple Limbs: Thri-kreen have four arms, and can take the Multiweapon Fighting feat instead of the Two-Weapon Fighting feat. Thri-kreen can also take the Multiattack feat. These are not bonus feats: thri-kreen characters must spend feat slots to learn these feats.

  • Natural Attacks: Thri-kreen can attack with four claws and a bite. The claws deal 1d4 damage, and the bite is a secondary attack (-5 penalty on the attack roll, and half Strength bonus on the damage roll) that deals 1d4 damage. A thri-kreen can attack with a weapon (or multiple weapons) at the normal attack bonus and make either a bite or claw attack as a secondary attack. For example, a thri-kreen ranger with the Multiweapon Fighting feat and armed with three short swords could attack with all three swords at a -2 penalty (the normal penalty for fighting with multiple weapons while using light weapons in its off-hands), and also make a bite attack at a -5 penalty.

  • Poison (Ex): Bite, initial damage 1d6 Dex, secondary damage paralysis, DC 11 + Con modifier. A thri-kreen produces sufficient poison for only one bite per day.

  • Leap (Ex): Thri-kreen are natural jumpers. They gain a +30 racial bonus on Jump checks.

  • Weapon Familiarity: The gythka and chatkcha are martial weapons for thri-kreen.

  • Naturally Psionic: Thri-kreen gain 1 extra power point at 1st level, regardless of whether they choose a psionic class or not. They do not gain an inborn power as other races do, instead receiving a number of psi-like abilities.

  • Psi-like Abilities 3/day - chameleon, know direction and location; 1/day - greater concealing amorpha, metaphysical claw. These abilities are as the powers manifested by a wilder of 1/2 the thri-kreen's Hit Dice (minimum 1st level).

  • Monstrous Humanoid Hit Dice: Thri-kreen are 2 HD monstrous humanoids before adding any class levels. A thri-kreen character has 2d8 racial Hit Dice, and receives maximum hit points on his first racial Hit Die (but not his first class Hit Die). A thri-kreen's racial Hit Dice also provide a +2 base attack bonus and base saving throws of Fort +0, Ref +3, and Will +3.

  • Racial Skills: A thri-kreen's monstrous humanoid Hit Dice grant him skill points equal to 5 × (2 + Int modifier, minimum 1). Class skills for these skill points are Balance, Climb, Hide, Jump, Listen, and Spot.

  • Racial Feats: Thri-kreen gain Deflect Arrows as a racial bonus feat. A thri-kreen's monstrous humanoid levels grant it one feat (although thri-kreen with class levels gain feats based on its total Hit Dice, just like any other character).

  • Thri-kreen receive a +4 racial bonus on Hide checks in sandy or arid settings.

  • Automatic Languages: Thri-Kreen and Common. Bonus Language: Giant and Halfling


Tortles are humanoid tortoises. Most are peaceful beings, content to ignore the world outside their tribes. Others adapt to the more advanced cultures of the Savage Coast and live as peasants. Each tortle stands approximately 6 feet tall and appears humanlike except for a shell and tail like those of a tortoise.

The natural shell color of a tortle ranges from shiny black to a deep, lustrous purple, and tortle chieftains often encrust their shells with sparkling gems or channel them with gold intaglios. The creature's mouth is beaklike and toothless, and its head, feet, legs, and tail are green, yellow, or black - sometimes one solid color and sometimes pied. Most tortles forego clothing, although warriors often don breastplates and greaves. Tortles speak Tortle and Common. They cannot breathe water, but the Endurance feat aids them in swimming long distances.

Tortles tend to avoid combat whenever possible. When danger threatens, a tortle's first instinct is to plunge into any nearby water and hold its breath until the threat has passed. When forced to fight, tortles form regimented warbales and approach their enemy in groups. Young tortles often form noncombatant bales that carry spare tridents for the warbales.

Most torte tribes along the Savage Coast possess little technology and subsist primarily as hunter-gatherers. They maintain loose contact with other nearby tribes, joining them for hunts, hut building, and other communal activities.

A typical tortle village consists of a cluster of mud and thatch huts just off a beach. Sentry huts, each equipped with a gong or conch shell horn for sounding alarms, form a perimeter 200-300 yards from the central cluster. Notable tortle villages along the Savage Coast are Tlech', R'nach, and Prash. The most unusual tortle settlement is the Free City of Dunwick, which was built around a fallen monastery. Most of Dunwick's citizens are peasant tortles, but representatives from many intelligent races, including goblinoids, dwell there as well. Many of the tortles there embrace the ancient Order of Dunwick and become monks.

Since tortles are adept at working underwater cinnabryl deposits, tribes are often self-sufficient, acquiring their own cinnabryl as well as food, water, and shelter.

Tortles are spiritual creatures. They worship Mother Ocean, the protector: Father Earth, the life-bringer, Brother Shell, the warrior; and Sister Grain, the patron of farmers and fertility. The typical tortle hut contains a seashell shrine dedicated to at least one of these deities. The domains to which these deities can grant access are given on the following table.

Deity / Domains

Mother Ocean / Good, Healing, Protection, Water

Father Earth / Animal, Earth, Good, Strength

Brother Shell / Destruction, Fire, War

Sister Skin / Air, Plant, Sun


  • -2 Dexterity, +2 Constitution, +2 Wisdom, -2 Charisma.

  • A tortle's base land speed is 20 feet, and it has a swim speed of 10 feet. A tortle has a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. It can always choose to take 10 on a Swim check, even if distracted or endangered. It can use the run action while swimming, provided it swims in a straight line.

  • Low-light vision (can see twice as far as a human under low-light conditions).

  • +3 natural armor bonus.

  • Endurance as a racial bonus feat.

  • Automatic Languages: Common and Tortle. Bonus Languages: Aquan, Elven, and Sylvan.


Legends speak of a enigmatic race of giants known as the cyclopes. Similar to hill giants in many ways, these brutes had one unique trait: single eyes situated in the middle of their foreheads. Cyclopes lived in an uneasy peace with other giants, with the one-eyed beings losing battles more often than winning. Over time, cyclones lost the majority of their territory, forcing them to move farther into the wilderness or closer to the settlements of humanoid races, particularly humans. In most of these collisions of cultures, the humanoids treated cyclopes with fear and suspicion, resulting in the slow decline of the cyclopes population. Over the centuries, as the cyclopes died off, other races came to regard them as nothing more than a myth.

However, pockets of these giants survived in the wilderness and along the rocky crags of forbidding shores. Tales persisted of sailors running afoul of cyclopes living on isolated islands. Most of these stories ended poorly for the sailors, but some tell of a cyclops who would trade a glimpse into the future for goods or favors. In one story a flood of refugees fled their city during a siege and sought out the ancient cyclops, Menta the Wizened. Menta foretold of great doom and despair for many of the refugees, but eventual revenge against their attackers. His prophecy came true, and the grateful survivors deified Menta and made his home a sacred place.

Worshippers and omen seekers often visited the island, and Menta took some as mates. His children, although smaller and weaker than the giant who begat them, slowly spread throughout the land and became a viable race in their own right. These first cyclopeans retained both their ancestor's ability to look into another person's future, as well as a deep passion for solitude and respect for nature. Most of these cyclopeans stayed close to the sea, doing their best to remain hidden from others. They made peaceful contact with gnomes, fey, and the rare dwarven clans who regarded cyclopeans with curiosity.

Although most cyclopeans consider Menta the father of their race, other myths persist that tell of tribes that descended from other cyclopes. Known as the feral-kind, these cyclopeans are violent and savage, like many other types of giants. While most cyclopeans descended from Menta wish only to live in peace, their brethren make life difficult for the race, attacking innocent travelers who roam too close to their caves and hovels.

Today, the two cyclopean branches form a minor, fragmented race, eking out an existence among more numerous humanoids. Rumors persist that some cyclopeans see visions of their races ultimate fate - but none, even under pain of death, reveal what the future holds for their kind. Some sages speculate that the cyclopeans face a slow, agonizing extinction as their bloodline runs dry, although hints abound of the race gaining greater glory and respect.

Optimistic - some say naive - cyclopean adventurers dedicate themselves to increasing their race's beleaguered status. The boldest make quests to locate the few remaining cyclopes in hope of bringing power to their ailing race. The most fervent even believe Menta lives and waits for his children to return to him, and they scour the world seeking him.

Personality: Introspective and thoughtful, Menta cyclopeans often take a long-term view. Because of their ability to look into the future, cyclopeans often seem lost in thought, spending more time "looking forward" than paying attention to the world of the present. Even if not actively using their future sight, most cyclopeans spend their time mulling over other creatures' fates and what those creatures mean in the scheme of the universe. To others, a cyclopean might seem distracted and absent-minded, and often needs coaxing to pay attention to matters at hand. Otherwise, the relatively peaceful and withdrawn cyclopeans strive to live in harmony with their surroundings. Often witnesses to the folly in others, they maintain a fatalistic attitude toward life that makes them stoic and unemotional. They know of the future's eternal flux and that patience and calm help them survive turbulent times - they believe that if one waits long enough, new possibilities always emerge.

Their unique ability to see into the future creates two distinct personality types among the peaceful Menta cyclopeans. One type becomes deeply intrigned - almost obsessed - with the lives of other sentient beings, peering into the future and watching as their fates play out. Sometimes these cyclopeans befriend beings they see as having interesting fates, guiding those creatures with advice bestowed by their ability. The other type of Menta cyclopean, haunted and overwhelmed by seeing the fate of others, withdraws from society and seeks solitude. They reveal their secrets only through bribes, coercion, or methods of convincing them of the importance of their information.

Either way, many beings seek out cyclopeans in hope of finding out what the future holds. Mosst Menta cyclopeans loathe revealing too much and become angry or morose if asked to often. Menta cyclopeans cherish those beings who learn to accept them for more than their ability to see into the future.

Bitter and savage, the feral-kind cyclopeans use their great strength and physical prowess to toy with victims before killing them out of spite. These evil loners typically live close to other humanoids in order to have plenty of "toys" to play with. Feral-kind cyclopeans possess a dark and twisted view of the world, seeing it as a place of hardship where only the strong survive. They see their more peaceful brethren as weak and soft, misusing their talents and heritage for pointless reasons. Smarter feral-kind cyclopeans might even adopt the ruse of acting like their more gentle brethren in order to lure the naive and overly trusting.

Physical Description: Descended from the giant race of cyclopes, these extremely tall humanoids stand just shy of large size at 7 to 8 feet. With wiry builds and ruddy, leathery skin, cyclopeans weigh between 250 and 350 pounds. Both types of cyclopean females generally wear their hair very long while the males shave their heads bald. Elder male cyclopeans commonly tattoo their smoothly shaved heads with intricate abstract patterns. The higher the male's status, the more complicated the tattoo.

Located immediately above the bridge of its nose, the cyclopean's single eye is slightly larger than normal for a humanoid of its size, and it requires far less blinking to keep it moist and safe. Its eye always has a brilliant color resembling a gemstone, with no two cyclopean irises sharing the same color. Because of their single eye, cyclopeans lack depth perception and few make use of ranged weapons, preferring to hunt with spears and clubs, or to fish for their meal. This lack of depth perception often causes them to ignore personal space and move uncomfortably close to others, and it also makes them nervous when people try to talk to them from far away.

Menta cyclopeans prefer to wear simple garb, such as tunics, loincloths, or robes, which they often wear short in the dry, arid regions that they commonly inhabit. They dislike bold and gaudy adornment, although almost every Menta cyclopean wears a necklace or other bit of tasteful jewelry made from natural materials. Feral-kind cyclopeans wear animal skins and bits of jagged metal, often culled from discarded or stolen armor.

Relations: Cyclopeans live close to the land, and as a result, find themselves dealing most often with gnomes, dwarves, and sylvan beings. Menta cyclopeans respect the privacy and territory of other races and ask only the same in kind. However, due to their future sight, other beings often seek out cyclopeans in hopes of having their futures predicted. Some tribes see little problem with this, trading information from their visions for goods from other races. Other tribes dislike the requests and demands of seekers who ask too much or too often, and they turn their backs on anyone who gets too pushy.

Feral-kind cyclopeans, particularly those who live deep in the wilderness, often find themselves dwelling side-by-side with sylvan races, such as satyrs, pixies. and dryads. Occasionally, this close proximity leads to violence, but the feral-kind cyclopeans have lost enough warriors in the past that they rarely start fights anymore. Most cyclopeans treat giants with neutral attitude, knowing that they share a common ancestry, but one they often wish to leave in the past. In turn, giants, especially hill and stone giants, regard cyclopeans with superstition and begrudging respect. Most giants simply leave them alone, sensing the blood of the cyclopes running in their veins. The more enlightened and intelligent giants, such as cloud and storm giants, have a patronizing view of cyclopeans, seeing them as a failed and dying bloodline doomed to pass into obscurity.

The two cyclopean factions do not get along, their meetings often ending in bloodshed. However, because their race lacks numbers, few cyclopeans actively quarrel with their kin. At best, Menta and feral-kind cyclopeans simply ignore each other and strive to stay far away from each other's territory.

Alignment: The introspective Menta cyclopeans like to gather facts before passing judgment, making most of them neutral or lawful neutral. The far more savage and brutal feral-kind cyclopeans tend more toward chaotic and evil behavior, although the isolationists among them lean toward neutral evil.

Religion: Concerned with the natural rhythm of life and the ebb and flow of fate in the universe, cyclopearis pay little heed to most religions. Those who do pray to deities commonly worship Obad-Hai (representing balance in nature), or Boccob (the uncaring deity of magic). Cyclopeans with a violent bent (which occurs most commonly among the feral-kind, but occasionally among the Menta cyclopeans) worship Nerull or Erythnul. Overall, however, cyclopeans like to make their own judgment on matters and dislike those who preach to them or make them targets of religious conversion. Regardless of their beliefs, all cyclopeans possess deep convictions pertaining to their heritage - the Menta cyclopeans believe Menta begat their species, while feral-kind see themselves as the wronged descendants of ancient cyclopes from long ago.

Language: Cyclopeans speak Giant as their natural tongue, although those who live close to other races learn to speak Common as well. Linguists note that cyclopeans speak a rather brutish version of Giant with a lyrical tone to their voices, a trait that most other beings find slightly hypnotic. Ocular imagery and numerous phrases discussing fate and the future fill the cyclopean dialect.

Names: As befitting their giant ancestry, cyclopeans have short, simple names. They eschew familial names in favor of titles, such as "the Dark Seer," "the Sullen," or "the Waywalker." Only other cyclopeans (or sometimes the tribe as a whole) grant such titles. Titles might change over time as cyclopeans experience life-changing events. A few adopt the naming conventions of other races, particularly dwarves and gnomes, accepting this additional name as just another way to make themselves out as individuals.

Male Names: Brengar, Corvor. Gorr, Merr, Tuffor, Ulbur, Warror.

Female Names: Emara, Kelara, Lessi, Nallo, Oova, Tamri, Veshe.

Adventurers: Rare but active, cyclopean adventurers leave the safety of their rocky homes and sucumb to wanderlust. Menta cyclopean adventurers typically become wizards - particularly diviners - spending their time studying magic to better unravel the tangled web of the future. Because of their tendency to hail from wild and untamed lands, feral-kind cyclopeans favor the barbarian class.


  • +2 Constitution, -2 Dexterity. Although quite sturdy, Menta cyclopeans lack grace or coordination.

  • Medium: As Medium creatures, cyclopeans have no special bonuses or penalties due to their size.

  • Cyclopean base land speed is 30 feet.

  • Darkvision: Cyclopeans can see in the dark up to 60 feet. Darkvision is black and white only, but it is otherwise like normal sight. Menta cyclopeans function fine with no light at all.

  • Future Sight (Su): Three times per day, a Menta cyclopean may spend a full-round action to peer into the future of a creature. This functions as the augury spell, except it does not require any components and cannot predict the future of the cyclopean himself. The cyclopean must touch the target creature for the full round. The Menta cyclopean may only use this ability once per creature per day.

  • Single Eye: Because they only have one eye, cyclopeans lack depth perception. Cyclopeans suffer a -2 penalty on all ranged attack rolls, Search checks, and Spot checks.

  • Automatic Languages: Common and Giant. Bonus languages: Dwarven, Gnome, Sylvan, and Terran. Cyclopeans live close to the earth and often learn the languages of those attuned to it.

  • Favored Class: Wizard. A multiclass Menta cyclopean's wizard class does not count when determining whether he takes an experience point penalty for multiclassing. Most cyclopean wizards become diviners, using spells to augment their ability to peer into the future.


  • +2 Strength, +2 Constitution, -2 Dexterity, -2 Intelligence. Just as clumsy as their Menta kin, feral-kind cyclopeans make up for their lack of grace with considerable physical power. However, they lack the cunning of their kin.

  • Medium: As Medium creatures, cyclopeans have no special bonuses or penalties due to their size.

  • Cyclopean base land speed is 30 feet.

  • Darkvision: Cyclopeans can see in the dark up to 60 feet. Darkvision black and white only, but it is otherwise like normal sight. Feral-kind cyclopean function fine with no light at all.

  • Glimpse the Future (Su): Feral-kind cyclopeans lack the full future sight ability of their Menta cyclopean kind. Instead, they can see brief snatches of the future that let them react to danger better. Feral-kind cyclopeans get a +1 insight bonus on Initiative checks and Reflex saves.

  • Single Eye: Because they only have one eye, cyclopeans lack depth perception. Cyclopeans suffer a -2 penalty on all ranged attack rolls, Search checks, and Spot checks.

  • Automatic Languages: Common and Giant. Bonus Languages: Dwarven, Gnome, Sylvan, and Terran. Cyclopeans live close to the earth and often learn the languages of those attuned to it.

  • Favored Class: Barbarian. A multiclass feral-kind cyclopean barbarian's class does not count when determining whether he takes an experience point penalty for multiclassing. Already crude and dangerous, feral-kind cyclopeans find it easy to enter berserker rage.


In the Eberron campaign setting, the drow reside on the shattered continent of Xen'drik. The common image of the Xen'drik drow is one of a tribal hunter wearing chitin armor, his skin ritually scarred by acidic venom. Cruel and cunning, these nomadic drow are deadly hunters who owns the shadows of Xen'drik and prey on giant and humanoid alike.

While the majority of the drow of Xen'drik live in tribes, there are exceptions - elves who have held onto the arcane secrets of the past, using them to develop strange new spells. The computer game Dragonshard reveals one of these hidden sects: the umbragen, also known as shadow elves.

The umbragen are an offshoot of the drow race twisted by generations of arcane experimentation and devotion to the powers of shadow.

Tens of thousands of years ago, elves were the slaves of the giants of Xen'drik. Elven legends claim that giant wizards created the drow by harnessing the essence of night and binding it to an elven frame. While this might be nothing more than myth, some drow did serve the giants during the great uprising, using stealth to penetrate the elven strongholds that the massive giants could never breach. While the majority of the drow fought the giants or simply sought to avoid the conflict entirely, the treachery of few turned the wider elven population against the dark elves. Even then, the drow were regarded with fear and distrust, and when the ancestors of the Aereni fled the dark eves were left to face the doom of Xen'drik alone. Soon the dragons came to Xen'drik, and the civilization of the giants fell in a blaze of dragonfire and mystical power. Hundreds of thousands died in the conflict, and the land was twisted by magical forces that modern wizards have yet to understand.

The ancestors of the umbragen escaped the worst of this cataclysm by fleeing beneath the surface of the world, delving into the realm of Khyber, the Dragon Below. The underworld was filled with its own terrors, but nothing so deadly as the final battles between giant and dragon. After a long and dangerous journey one tribe found sanctuary beneath a region known as the Ring of Storms. This subterranean fortress had been constructed and later abandoned by the Qabalrin, an isolated clan of elves whose power matched the mightiest giants. The Qabalrin were long dead when the tribe arrived - struck down in a disaster that some called divine vengeance - but their works remained.

Life in Khyber remained a constant struggle. Aberrations howled at the gates, while famine and plague ravaged the tribe as they fought to adapt to subterranean life. Searching for tools to aid in their struggle for survival, the tribe discovered a set of Qabalrin mystical inscriptions. These writings revealed ways to tap into a vast force of spiritual energy - a dark well the elves called the Umbra. Over the course of generations, the elves performed terrible arcane rituals that bound body and soul to the Umbra, blending this shadowy force with elven flesh. From this point on, they were drow no more: they were the umbragen, shadow elves, the children of darkness.

The horrors of the underworld remained and the umbragen never knew peace. Deep within their cavern fortress the elders continued to plumb the secrets of the darkness, searching for ways to increase the power of their race. The concept of returning to the surface never occurred to them; the legends of the surface world were filled with slavery, war, and betrayal. Eventually, however, it became the only option. While the history of the umbragen was one of constant conflict, this usually involved random attacks by disorganized monsters. In 997 YK, a new force rose in the underworld. A daelkyr lord had stirred in the depths and the umbragen found themselves besieged by a disciplined force of beholders, mind flayers, and lesser aberrations. It is a vicious struggle and so far the shadow elves have been able to hold the aberrations at bay, but it is a losing battle. Recently, umbragen forces have been sent to the surface world, seeking any sort of weapon or power that might drive the aberrations back into the depths of Khyber. The umbragen fled one battle and they don't intend to be driven from their second home.

Personality: A shadow elf has the personality of a predator. His fellow umbragen are his allies in the hunt, and they alone have his respect and loyalty. All other creatures are potential prey, unworthy of respect or pity. With this in mind, the shadow elf is always searching for ways to turn a situation to his advantage or to exploit weakness in a foe.

While he is ruthlessly efficient when required, if given the opportunity a shadow elf prefers to play with his prey. Conflict is the one pleasure of the umbragen, and a shadow elf would rather lead an opponent into an ambush than kill him outright. The umbragen are not fools however, and refuse to throw away victory for a fool's game. If the odds are even, a shadow elf draws out the conflict to savor the victory.

Umbragen society is split into two paths: the Council of War and the Vault of Shadows, with a king who sits on both councils. Those who follow the path of war battle on the front lines while the students of the Vault search for ways to increase the mystical power of the race. Rank is earned through conflict, and any leader - even the king - can be challenged by a direct subordinate. These ascendancy duels take on many different forms of challenge, as there is more to being a general than skill at arms and the strongest fighter is not necessarily the best commander. While it might seem that this policy would create a very chaotic society, challenges are relatively rare. Leaders hold their positions by maintaining the respect of the people, and only an incompetent leader risks being challenged. Rank is not a matter of personal ego - it is a question of who can ensure the survival of the race, and true leaders are revered and valued by those beneath them.

Physical Description: Shadow elves have jet black skin, pale hair, and slender elven builds. At a distance, umbragen are indistinguishable from drow, but up close, a few distinctive features become visible. The eyes of a shadow elf are pure black, with no iris or white, while the skin of the umbragen has an oily gleam, almost as if liquid shadow was flowing across their skin.

Alignment: As a race, the umbragen tend to be lawful evil. The believe that order and discipline is vital to the continued survival of their race, and they are willing to do anything in the pursuit of this goal. They expect treachery from other creatures and thus feel no remorse for actions they take against their enemies (or temporary allies).

Religion: The shadow elves believe that the Umbra slowly devours the soul of everything it touches, including the umbragen themselves. Those who are closest to the Umbra become colder and more ruthless as their dark powers grow. To the umbragen, the exchange of power for their souls is a fair one and the people respect this sacrifice. Most umbragen rulers possess the Dark Blood feat.

An outside observer might come to the conclusion that these elves worship the Shadow, which is true in a sense. Umbragen clerics should use the listing for the Shadow to determine their domains.

Language: The umbragen speak Elven. However, they have been separated from the Aereni for tens of thousands of years and their use of the elven tongue has drifted over those years. When umbragen first encounter elves of other cultures, the DM might want to require a DC 5 Intelligence check to understand the full meaning of a statement. However, after a brief period the speakers learn to bridge this gap. Umbragen also learn Undercommon as a result of their long conflict with the creatures of Khyber. The Common tongue has never been a part of their culture and an umbragen who selects this as a bonus language has presumably made contact with explorers from Khorvaire.

Names: A shadow elf begins life with a simple birth name. These are typically monosyllabic, reminiscent of changeling naming patterns. When the elf embraces the Umbra - represented by acquiring an umbragen racial feat or a level in one of the classes linked to the shadows - he chooses his final name.

Male Names: Dulos, Hulaje, Jalaen, Satros, Turaje.

Female Names: Delake, Haeri, Mekali, Solake, Ulari.

Adventurers: The majority of umbragen encountered in the world are searching for weapons to use in the war against the forces of Khyber: powerful artifacts, forgotten spells, or anything else that could turn the tide. To find what they seek they also need to learn about the surface world. A group might encounter an umbragen agent who is simply gathering information about the people and cultures of the world above. There are also a few shadow elves who have abandoned the conflict of their people, choosing to seize a place among the soft people of the upper world instead of battling the endless hordes of Khyber.


Umbragen are drow elves. What makes the umbragen unique is their bond to shadow, reflected by racial feats. Except where noted below, umbragen possess all of the racial traits of drow elves:

  • +2 racial bonus on Stealth checks. This replaces the drow bonus to saving throws against spells and spell-like effects.

  • Weapon Proficiencies: Longbow, shortbow, longsword, and rapier. These replace the standard drow weapon proficiencies.

  • Automatic Languages: Elven, Undercommon. Bonus Languages: Common, Draconic, Giant, and Terran.


Blustering humanoid hippopotami, the giff wander Wildspace in search of a good fight. They find ready employ as mercenaries.

Personality: The giff are not so much a warrior race as a soldiering race. Giff communities organize themselves in a chain of command, freely borrowing grandiose ranks and titles from races they encounter. Giff society is built upon discipline and hierarchy, but they harbor no imperial ambitions. In fact, they care little for land - theirs or anyone else's. Nor do they care for money, preferring payment in what they really value, such as food, weapons, and - especially - explosives. The bigger the explosion, the better they like it.

For all their love of ostentation and arms, giff remain intensely orderly creatures. A giff's word is his bond, with one exception - giff refuse to fight other giff, no matter how well paid either platoon might be.

Physical Description: A giff resembles an anthropomorphic hippopotamus - a gray, broad and seemingly clumsy creature. Shorter than an ogre but much more massive, a giff's bulk disguises quick reflexes and surprising grace. Although herbivorous, giff possess powerful tusks and iron-muscled arms.

Giff would appear terrifying to most races if not for their fashions. Giff demand spit-and-polish military garb, and take this to such an extreme of ostentation as to border on the absurd. No one doubts the bravery or ferocity of the giff and those who know their predilections know to keep a safe distance from them, but few are intimidated by an 8-foot-tall humanoid hippopotamus who hides the entirety of his plate armor beneath a mess of campaign ribbons.

Relations: Giff see other races in one of two ways: as employers or troublemakers. Mercenary to the core, the giff follow orders to the letter. As such, quite without knowing it, they often end up on what most humanoids would describe as the wrong side, fighting alongside ilithids, scro, or - worst of all - escorting the avian dowhar to new markets.

Although the origin of the giff attraction to firearms is unknown, their desire for the weapons has only grown over the years. Hippofolk adore them to distraction, and a distracted giff is dangerous indeed. Employers who promise a giff platoon a steady supply of blackpowder acquire fanatically loyal mercenaries, but a few giff can bankrupt anyone unwise enough to make the offer. A giff prefers to carry as many pistols, blunderbusses, and muskets as his mighty frame can handle.

Alignment: Despite their love of explosive weaponry, giff remain resolutely lawful. Their structured and intensely stratified society, deep-seated sense of honor, and total obedience ensure that few giff ever show even a trace of chaotic behavior (aside from almost childlike joy at loud and colorful explosions). Few giff are either good or evil - they just follow orders.

Giff Lands: The giff travel Wildspace and the planets in it, forever selling their services to the highest bidder. Aside from the occasional shipwrecked castaway, giff neither settle down nor stop to admire the scenery. No living giff recalls his race's homeworld, spoken of now only in legend.

Religion: The giff possess no actual religion of their own - perhaps they lost it with their homeworld. Giff adopt the worship of whatever war deities their employers venerate. In addition, giff hold to a quasi-mystical deism, claiming that all things have a purpose in the world and that the purpose of giff is to follow orders.

Language: Giff speak their own language, a gruff, blustery tongue full of bellowing lows and trumpeting highs. Most giff also speak Common to better negotiate for gunpowder and other necessities.

Names: Giff use names in the Common tongue, as their native names are either unpronounceable or forgotten. They generally deal directly with wealthy employer's and have adopted upper-class common names to garner respect. Gill have somewhat unconventional tastes, and many of these names are uncommon even among the aristocratic and merchant classes.

Male Names: Algernon, Bertram, Cordell, Eustace, Horatio, Trenton.

Female Names: Beatrice, Dora, Isabella, Louisa, Ophelia.

Family Names: Cartwright, Galloway, Hadley, Kilburn, Upton.

Adventurers: Giff love to travel, love to fight, and love to find new and interesting weapons. As such, they make natural adventurers. On the other hand, many giff prefer to remain in the regimented and familiar company of their own kind.

Most giff adventurers hail from devastated platoons. Considering giff tactics, these orphans are a relatively common occurence. The giff who survive them find adventuring work comparatively easy. Other giff adventure under orders - giff platoons try their best regardless of the mission, and some missions send individual giff far from their platoons and others of their kind.


  • +4 Strength, +4 Constitution, -2 Intelligence, -4 Wisdom: Foolhardy and far from bright, the giff make up what they lose in brainpower with size and sheer endurance.

  • Medium: As Medium creatures, giff have no special bonuses or penalties due to size.

  • Giff base land speed is 30 feet.

  • Powerfid Build: The physical stature of a giff lets him function in many ways as if he were one size category larger. Whenever a giff is subject to a size modifier or special size modifier for an opposed check (such as during grapples, bull rush attempts, and trip attempts), the giff is treated as one size category larger if doing so is advantageous to him. A giff is also considered one size category larger when determining whether a creature's special attacks based on size (such as improved grab or swallow whole) can affect it. Giff can use weapons designed for a creature one size category larger without penalty. However, its space and reach remain those of a creature of its actual size. The benefits of this characteristic stack with the effects of powers, abilities, and spells that change the subject's size category.

  • Exotic Weapon Proficiency (firearms): Giff culture prizes gunpowder weapons. As such, all giff learn how to use these items and gain this feat as a bonus feat.

  • Automatic Languages: Common and Giff. Bonus Languages: Dowhar, Dwarven, Gnome, Scro, Undercommon. The giff tend to learn the languages of those who employ them.


Humanoids whose ancestry appears equal parts elven and insectoid, the insectare present a small but growing threat to spelljamming life. These enigmatic creatures attempt to manipulate others and acquire magical knowledge, possessing great skill at both tasks, as evidenced by their ever-increasing power.

Personality: Insectare appear insular and icy to most outsiders. Their faces and voices offer little hint into their feelings. While most insectare encountered away from their homeworld are spies and infiltrators, their racial reticence springs from a different source - among their own kind, they express emotion by direct empathy, using their antennae.

Insectare possess a full range of emotions, although some may seem alien to ordinary humanoids. An insectare thinks of his entire race like a human or elf would his family, with the divine Klikral as the direct head of the house. This creates a very strong sense of loyalty, but also an adversarial outlook toward anyone so alien as to be outside the family.

Physical Description: In the face and extremities, Insectare resemble tall, green-skinned elves. Their most distinguishing features rise from behind their elven ears - a pair of antennae. Their lean torso, almost always hidden by robes or armor, sports a carapace of chitin plates. Insectare travel in disguise. Most pose as elves, using dyes and makeup to disguise their lime-green flesh while wearing heavy cloaks to conceal their antennae.

Close inspection of an insectare's eyes reveals their apparently normal green orbs to be multifaceted like an insect's. However, for reasons unknown to even the wisest sages, members of the insectare priest caste possess ordinary eyes.

Relations: Few races trust the insectare, and if they knew half of what these insectoid schemers planned, they would trust them even less. Knowing that their plans for domination mesh poorly with the aims of others, and that they currently lack the numbers to dominate, most insectare travelers disguise themselves and keep to the shadows, letting others think them elves or even humans.

Elves hate and despise the insectare, vehemently denying their apparent connections. This has done nothing to endear insectare to goblinoids and orcs, particularly scro, who consider them just another elven menace to annihilate.

Alignment: The insectare scheme to dominate all life, the racial goal to which they hope their extensive arcane research can lead. They possess a strong inclination toward evil, but an even stronger one to law.

Insectare Lands: Huge mountains and vast forests dominate the secluded insectare homeworld. They feel most comfortable in underground areas similar to the hollow structures carved directly from their native mountains, hivelike citadels extending as deep as dwarven cities. In the open vastness of Wildspace, insectare often gravitate toward regions controlled by dwarves because of this propensity for underground living.

Religion: Insectare worship Klikral, a lawful evil godlike entity physically inhabiting their homeworld. They guard the secrets of their worship even more jealously than the rest of their culture; a hundred insectare would die (or kill countless thousands of other humanoids) to protect their religious secrets. Insectare infiltrators often pretend worship of other devotions, a ruse Klikral apparently approves of.

Language: Insectare speak their own language, a mix of clicks, whirs, and Common words. They also speak Common. Many, finding it easier to pose as elves than as humans, learn to speak Elven.

Names: Insectare tend to adopt myriad pseudonyms during their secretive missions. They need no personal designations among their own kind due to their limited ability to communicate empathically. An insectares "name" usually reflects the naming conventions of the region he is currently infiltrating.

Adventurers: Insectare adventurers usually serve their race. Since they desire magical knowledge new and old, adventurers make a point of seeking out ruins and dungeons full of ancient lore. Insectare find it convenient to accompany other humanoids on these expeditions.

Insectare adventurers attempt to earn the trust of their companions, but no insectare reciprocates trust. Most try to hide their true natures as long as possible, and some prefer to kill anyone - ally or enemy - who discerns their identities. Even a known insectare tends to keep to himself preferring discretion and privacy over friendship.


  • +2 Dexterity, -2 Constitution, +2 Intelligence, +2 Charisma: Insectare suffer from few weaknesses and pride themselves on their quickness of mind and body. Their intense personalities overpower most other beings.

  • Medium: As Medium creatures, insectare have no special bonuses or penalties due to size.

  • Insectare base land speed is 30 feet.

  • Darkvision: Darkvision out to 60 feet. Darkvision is black and white only, but it is otherwise just like normal sight, an insectare can function just fine with no light at all.

  • Natural Weapons (antenna rake): An insectare can make two attacks with his antennae each round, treating them as an off-hand weapon with all the associated penalties. These attacks deal 1d4 points of slashing damage plus one-half the insectare's Strength bonus. An insectare can instead attack with only a single antenna as an attack action at his normal bonus.

  • +2 natural armor bonus: The chitin plates on an insectare's body grant him superior natural defenses.

  • +2 racial bonus on Bluff and Disguise checks: Insectare possess a talent for deception and take great pains to keep their nature hidden.

  • Elven Blood: For all effects related to race, an insectare is considered an elf.

  • Automatic Languages: Common and Insectare. Bonus Languages: Any. Insectare actively learn the languages of those they hope to subvert and dominate.


Advanced orcs from a distant sphere, scro are consummate warriors, adept at fighting alone against overwhelming odds, in close formation with similarly trained companions, or in command of less disciplined allies. Feared but grudgingly respected by their enemies, the scro have few friends outside their own kind.

Personality: Scro are aggressive and intense by nature, but their iron discipline keeps their emotions well hidden beneath a cool exterior. Scro often seem unfeeling because of their ability to coldly analyze their situation, but inside every scro seethes a frenzied orc only barely suppressed by culture and breeding.

Among their own kind, the scro maintain a rigid chain of command with a mix of respect, admiration, and fear. Unlike most evil creatures, the typical scro is selfless, self-disciplined, and focused on the greater good of his kind.

Physical Description: Scro resemble ordinary orcs in their brutish features, sharp tusklike teeth, and formidable physiques, although a scro usually stands taller (between 6 and 8 feet tall) and ramrod straight. Scro display a wide range of skin colors, ranging from jet black to albino white, but otherwise vary little in outward appearance.

Regardless, seeing even a lone scro in action dispels any illusions that those of his race are merely orec: Scro take great pride in their armor and weapons, although most specialize in unarmed combat. A scro moves with astonishing discipline and complete control, carefully and astutely picking apart his opponents.

Relations: The typical scro despises all other humanoids. Waging a genocidal war against the hated elves, the scro loathe all non-goblinoid and non-orc races and see little use for such kin outside of cannon fodder. Non-humanoids, such as dragons and beholders, pose a serious threat the scro prefer to avoid.

Scro show tact and decorum when they encounter other races in a social setting. Much like their ancestral foes, the elves, they prefer to demonstrate their superiority by not lowering themselves to the level of other beings. On the other hand, scro liberally pepper their battle cries with fantastically creative insults calculated to goad opponents into a mistake.

Alignment: Generations of regimentation and discipline beat ancestral orc anarchy out of the scro race, leaving the survivors almost exclusively lawful. The scro show far less interest in conquering their tendencies toward brutality and viciousness, so most remain evil.

Scro Lands: Aside from their distant homeworld, the scro prefer the rigors of Wildspace to any groundling terrain. When forced to ground, scro favor no particular climate or terrain, provided they can find ways to gain a tactical advantage from it. Scro fortify their homes, but lay fewer traps than most orcs and goblinoids.

Religion: After elven victory in the Unhuman War, the ancestors of the scro abandoned worship of the orc pantheon. The modern scro war-priest devotes himself to martial perfection and self-discipline. Scro tradition commands war-priests to multiclass as arcane spellcasters, and most become mystic theurges. Ordinary scro participate in few public rituals, but most privately follow a similar - albeit less ascetic - course of self-discipline.

Language: Scro speak a language derived from Orc. Anyone who speaks Orc grasps the basics of Scro, although the more refined tongue boasts nearly three times the vocabulary and a much greater range of expression. On the other hand, someone who learns to speak Scro understands Orc - probably better than most orcs. In addition, most scro speak Common, to better interact with the races of Wildspace, and Elven, to taunt and debase their ancestral foes.

Names: Scro use longer, more complex orc names. Scro prefer hero names to descriptive names. Since almost all ancestral orc heroes were male and the scro insist on total militarization, female scro usually have feminine suffixes attached to orcish masculine names - a practice which orcs find disconcerting.

Male Names: Dukgash, Horageth, Kagedmakh, Skalkash, Thokmakh, Varvageth.

Female Names: Dukgashia, Horagethim, Kagedmakhia, Skalkashev, Thokmakhim, Varvagethim.

Family Names: Scro use rank, unit, and clan desiguations rather than family names. Clan names honor the clan's founder, usually an ancient orc or more recent scro who earned leadership of a full clan by some extraordinary exploit. The orc suffix "-ulak," meaning "the hero's," is thus applied to all clan names. Thus, a scro's full name might be Skalkash, Captain, 2nd Company, Dukgashulak.

Adventurers: While the best and brightest of most races typically become their adventuring class, scro adventurers more often than not come from the lowest caste of scro society - those unable, to live up to the rigorous standards of their race.

A scro adventurer might display too many scruples for his kin, or, more commonly, involve himself in disorderly behavior. He might simply lack the physical and mental toughness to survive the scro lifestyle. A principled scro might find a place in his people's society, but a weak or chaotic one counts himself lucky if he faces exile rather than death.

On the other hand, some scro adventurers remain firmly fixed in the scro military machine. These seemingly freelance agents ultimately owe their allegiance to the Ultimate High Overlord, but they serve the scro cause by infiltrating the societies of other races and even acting as mercenaries.


  • +4 Strength, +2 Dexterity, +2 Constitution: Scro possess the best traits of orcs and hobgoblins with few of the drawbacks.

  • Medium: As medium creatures, scro have no special bonuses or penalties due to size.

  • Darkvision: Scro can see in the dark up to 60 feet. Darkvision is black and white only, but it is otherwise just like normal sight, and scro can function just fine with no light at all.

  • Orc Blood: For all effects related to race, scro are considered orcs. Scro, for example, are just as vulnerable to special effects that affect orcs as their ancestors are, and they can use magic items that are usable only by orcs.

  • +1 racial bonus on attack rolls against elves (including drow): From the day they're born, scro learn to hate elves and how to fight them.

  • Automatic Languages: Common and Scro. Bonus Languages: Dwarven, Elven, Giff, Goblin, and Orc. The scro learn the languages they need to perform their duties.

  • Favored Class: Monk. A multiclass scro's monk class does not count when determining whether he takes an XP penalty for multiclassing. Scro believe in iron self-discipline and practice unarmed combat extensively. Most scro, however, are multiclass monk/fighters.


Known to live all across the Isle of Dread are a race of Small creatures that appear to be a cross between a raccoon and a monkey, with gray to brown fir, long prehensile tails and thin membranes stretching between their arms and legs. These creatures, known as phanatons, are not unintelligent animals, as many first assume. They live in small villages high up in the canopy of the jungle, safe from the predators that dwell below. Organized into small clans, the phanatons have kings and war chiefs who make most of the important decisions, while the rest tend to the forest and the needs of the whole.

Phanatons are reclusive and gentle creatures, preferring to be left alone in their forest homes, although they have been known to harry and attack creatures that endanger their homes. They get along with dryads, treants, and elves (especially wood elves), and their only natural enemies are aranea. Phanatons have monkeylike hands with opposable thumbs. Their feet are flexible but not able to handle objects like true hands can. They have prehensile tails which they use to help climb and jump.

Phanatons have large eyes hidden in a mask of darker fur. Their monkeylike hands have opposable thumbs and can be used for a variety of tasks. While their feet are flexible, they cannot be used to carry anything of weight or wield any weapons or shields. The tails of phanatons are almost four-feet long, which they use to assist in jumping and climbing. Phanatons speak their own language of hoots, chatters, and clicks.

Phanatons are omnivores, preferring plant matter but eating meat from time to time; they especially like the taste of spiders.

Because they rarely own metal items, phanatons normally use plant-based weapons they can make themselves, such as clubs, quarterstaves, and nets. Given their elevated homes and their natural quietness, they prefer to ambush enemies from above, using hit-and-run tactics, and melting back into the foliage after a few attacks.

Phanaton villages are built on wooden platforms high up in trees. Rope bridges connect the platforms together, and the phanatons tie vines and ropes around the trunks to facilitate climbing between platforms; their gliding ability allows them to easily drop to lower platforms.

Phanatons enjoy tending the forest around their home, clearing away dead plant matter to protect areas from fire, cultivating their favorite plants, and repairing damage to old trees. They rarely use metal items, lacking the skills and materials to smelt iron and not wanting to endanger their tree-top homes with open flame. They respond to logging incursions by sabotaging equipment and playing harmless but annoying tricks on woodcutters.

While afraid of others at first, phanatons can become quite friendly once a creature has proven that it means no harm to the clan or the nearby forest that sustains it. Some phanatons even agree to travel with other creatures, acting as guides or scouts. As such, phanaton adventurers are not uncommon. Phanatons despise spiders and spiderlike creatures, such as the aranea, attacking them on sight so long the odds are in their favor.

Their society is somewhat patriarchal; their kings and war leaders are traditionally males. Females are normally responsible for tending the young and gathering food, but some females become warriors or leaders and some males choose to take child-rearing duties.

Phanatons worship nature rather than any particular deity, although those with close ties to elven communities sometimes pay homage to the elven pantheon in their devotions. A phanaton cleric has access to two of the following domains: Air, Animal, Earth, or Plant.


  • -2 Strength. +2 Dexterity, -2 Constitution.

  • Small size. +1 bonus to Armor Class, +1 bonus on attack rolls, +4 bonus on Hide checks, -4 penalty on grapple checks, lifting and carrying limits 3/4 those of Medium characters.

  • A phanaton's base speed is 20 feet.

  • Low-light vision.

  • Natural Weapon: Bite (1d4).

  • Forest Awareness (Ex): Phanatons have an empathic awareness in forests, which gives them a +1 racial bonus on all saving throws in forest locations.

  • Gliding (Ex): A phanaton can use its wings to glide, negating damage from a fall of any height and allowing 20 feet of forward travel for every 5 feet of descent. Phanatons glide at a speed of 20 feet (average maneuverability). Even if a phanaton's maneuverability improves, it can't hover while gliding. A phanaton can't glide while carrying a medium or heavy load. If a phanaton becomes unconscious or helpless while in midair it cannot keep itself aloft and falls.

  • +4 racial bonus on Move Silently checks (+8 in forest areas), +2 racial bonus on Climb, Jump, Listen, and Spot checks.

  • Automatic Languages: Phanaton, Elven. Bonus Languages: Sylvan, Goblin.


Xvarts are small humanoids that have a primitive society compared to humans. As a whole they are not a threat to civilization, as they fear humans and prefer to occasionally take out their aggression on kobolds. Goblins often use xvarts as spies for warbands, and xvarts often act as mediaries between goblins and kobolds. Although they are goblin-sized and have other traits in common with goblins, xvarts are not goblinoids.

Xvarts have bright blue skin and vivid orange eyes. Tolerant of most weather extremes, they dress in little more than loose cloth doublets. Xvarts of both sexes are mostly bald, having only a fringe of wiry black hair on the back and sides of the head that connects with their eyebrows and possess large ears. Xvarts claws look impressive but are insufficient for combat, and their teeth are barely larger than those of a human child.

Xvarts prefer to ambush and overwhelm their opponents, resorting to superior numbers instead of fairness. Although they fear humans and only attack them if they have a tremendous edge in numbers, xvarts hate halflings and almost always attack them, even if their numbers are equal.

Xvart officers sometimes have better armor (preferring chain shirts to anything more cumbersome). Sergeants are trained in the use or nets, and other officers learn to use nets or Two-Weapon Fighting with a dagger or another short sword. Hunting parties use scouts to drive prey toward a readied net, and ambushes usually involve at least one net and enough xvarts to pile upon every person in a group.

Xvarts are tribal. Their leaders are generally the strongest and most clever creatures in the tribe. They live in a communal existence, with hunting parties leaving the lair daily to bring back food for the entire tribe. If hunting is poor, they sometimes resort to stealing livestock or crops from farms. They war with enemy humanoids for territory but never with their own kind, preferring to move or eliminate a common foe when the population grows too large. Xvarts rarely raid unless a powerful leader has driven them to a cause, such as avenging many deaths by adventurers or the encroachment of humans. When they take prisoners, it is only for torture and ransom, as the xvarts have little need for laborers.

These creatures live in caves underground or in deep and remote portions of forests. Their camps are well-patrolled by xvarts, bats, and rats, and are kept reasonably clean, particularly when compared to goblins. Often, a tribe is allied with one or more wererats, with the tribe providing shelter in emergencies and the wererats ferrying ransom notes. Xvarts with lycanthropy are greatly respected by their peers. Other tribes form close alliances with goblins, although these pairings never involve worg mounts as the canines tend to eat the xvarts' rat guardians.

Xvarts worship the god Raxivort, who teaches that xvarts will eventually come to dominate and rule all of the small creatures of the world, aided by rat and bat allies and using the tools of fire and the sword as their means to this goal. Xvart clerics can choose two of the following domains: Animal, Chaos, Evil, and Trickery.


  • -2 Strength, +2 Dexterity, -2 Charisma.

  • Small size: +1 bonus to Armor Class, +1 bonus on attack rolls, +4 bonus on Hide checks, -4 penalty on grapple checks, lifting and carrying limits 3/4 those of Medium characters.

  • A xvart's base land speed is 30 feet.

  • Darkvision out to 60 feet.

  • Speak With Animals (Sp): Once per day a xvart can use this ability to communicate with bats or rats (including dire forms of these creatures) for 1 minute as if using the speak with animals spell.

  • +2 racial bonus on Move Silently checks.

  • Automatic Languages: Common, Goblin. Bonus Languages: Draconic, Elven, Giant, Gnoll, Orc.


Relatives of goblins and hobgoblins, norkers are goblinoids that forsake armor in favor of their incredibly tough hides. They are unreliable troops and tend to quarrel with each other, which keeps their numbers low compared to goblins.

Norkers resemble goblins, except they have 3-inch-long canine teeth and no hair. Their skin ranges from reddish brown to dark gray. A norker usually wears a loincloth and a belt that it ties its favorite possessions and trophies to.

Norkers enjoy swarming tactics. Their weapons are simple and crudely made, but they are not averse to taking better weapons from their fallen foes. When bullied into submission by hobgoblins they can use basic military tactics, but they lapse into their old ways when not supervised.

Norkers are tribal, although the leader's influence only extends about as far as his reach. This means their tribes are much smaller than a typical goblin tribe. They raid and steal from other humanoids, as they are too lazy do their own hunting.

Their lairs are usually caves, old ruins, or villages taken by conquest. They can't cooperate well enough to build anything more than a fence or short rock wall around their lair, perhaps with a gate and a narrow walkway. A lair has 150% as many adult females and 200% as many young as adult males.

Different tribes of norkers rarely meet, but when they do the conflict often becomes bloody, with the victors taking the fangs of the losers as trophies. These conflicts rarely result in wholesale slaughter, as the leaders' battles establish who is dominant.

When powerful groups of hobgoblins command norkers, they often equip their lesser cousins with scale mail and shields. In these situations, the norkers are used as shock toops, absorbing the brunt of enemy attacks while the hobgoblins use their superior intelligence, tactics, and equipment to break up the enemy forces.

Their clerics worship Maglubiyet, the god of goblins and hobgoblins, and can choose two of the following domains: Chaos, Evil, or Trickery.


  • +2 Dexterity, +2 Constitution, -2 Intelligence, -2 Wisdom, -2 Charisma.

  • Small size: +1 bonus to Armor Class, +1 bonus on attack rolls, +4 bonus on Hide checks, -4 penalty on grapple checks, lifting and carrying limits 3/4 those of Medium characters.

  • A norker's base land speed is 30 feet.

  • Darkvision out to 60 feet.

  • +4 racial bonus on Move Silently checks.

  • +5 natural armor bonus.

  • Natural Weapon: bite (1d4).

  • Automatic Languages: Common, Goblin. Bonus Languages: Draconic, Giant, Gnoll, Orc.


D'hin (singular d'hin'ni) are a race of planetouched descended from lightfoot halflings and djinn. They are generally impulsive and somewhat flighty, unable to concentrate on a single task for more than a moment.

D'hin vary widely in their appearance, but adult males are universally bald and females wear their dark hair long. They tend to stand a little taller than halflings, but not so tall as to be mistaken as dwarves. Most favor comfortable, loose-fitting clothes made of cotton or silk.

D'hin prefer to fight defensively, usually sniping with ranged attacks as a foe approaches. They rely heavily on hit-and-run tactics, very much like those of halflings, but they place more emphasis on mobility and less on cover and concealment.

D'hin live among halflings and fill all the myriad roles of their pureblooded kin, although they do tend more toward the study of magic than true halflings. D'hin speak Auran and Halfling, while those who travel outside halfling lands (as traders, mercenaries, or adventurers) also learn the Common tongue.

D'hin trace their ancestry back to halfling slaves of the Calim Empire and their djinn overseers. Persecuted by the genie-hating humans of early Coramshan, the d'hin fled northward into the Calishar Emirates as part of the great halfling migration. Today, d'hin are most common along the Sword Coast, concentrated in halfling comunities in Calimshan, the Purple Hills of Tethyr, the eastern shore of Lake Esmel, the Sunset Vale, and in the vicinity of Secomber.

D'hin are treated as lightfoot halflings for purposes of determining available regions.

From their halfling ancestors d'hin retain a certain amount of disinterest in moral and ethical debates, but from the djinn they keep a level of capricious unpredictability. Most, then, are represented by the chaotic neutral alignment.

Most venerate Brandobaris or Shaundakul, although the entire halfling pantheon (including Tymora) is revered.


  • +2 Dexterity, +2 Charisma, -2 Wisdom.

  • Small size. +1 bonus to Armor Class, +1 bonus to attack rolls, +4 bonus to Hide checks, -4 penalty on grapple checks, lifting and carrying limits 3/4 those of Medium characters.

  • D'hin'ni base land speed is 20 feet.

  • Halfling Blood: For all special abilities and effects, a d'hin'ni is considered a halfling.

  • Darkvision out to 60 feet.

  • +1 racial bonus on all saving throws.

  • +2 racial bonus on attack rolls with thrown weapons and slings.

  • Racial Skills: +2 racial bonus on Climb, Jump, Listen, and Move Silently checks.

  • Air Mastery (Ex): Airborne creatures take a -1 penalty on attack and damage rolls against a d'hin'ni.

  • Spell-like Abilities: D'hin can cast prestidigitation at will. They can also cast gust of wind, whispering wind, or wind wall, once per day. Caster level equal to character level. The save is Charisma-based.

  • Automatic Languages: Common, Auran. Bonus Languages: Dwarven, Elven, Gnome, Goblin, Orc.


Worghests are a race of planetouched descended from barghests and goblins. They are generally cowardly, finding courage only in packs and when attacking from ambush.

Worghests vary widely in their appearance, although in general form they resemble hairy goblins with sharp teeth within wolflike snouts and hair of any blue shade. Worghests' eyes glow orange when they become excited. They favor hides as clothing, but often wear loincloths or nothing at all.

Worghests can bite in wolf form. Although they love killing, they have little stomach for direct combat and attack from ambush when possible.

Living among orcs and goblinoids, worghests demand - and receive - respect and fear from their pureblooded cousins. Despite often being the most powerful warriors in a tribe, worghests rarely attempt to become leaders - they prefer to live more freely than leadership positions allow. Worghests speak Infernal and Worg. Most who travel outside their packs (as raiders, mercenaries, or adventurers) know the Common tongue.

Worghests are most common around the Mines of Tethyamar - north and west of the Desertmouth Mountains - as many descend from the barghests that overran these dwarven holdings. Individual worghests also appear in goblin tribes across Faerûn that were led by barghests in generations past.

Worghests are treated as goblins for purposes of determining available regions.

Barghests typically possess powerful personalities - particularly when compared to orcs and goblinoids. As such, their descendants take on many of their personality traits, including a penchant for advancing within a group by playing within the rules and laws of the area.

Most worghests venerate Malar or deities of the goblin pantheon.


  • +2 Strength, +2 Dexterity, -2 Charisma.

  • Medium size.

  • Worghest base land speed is 30 feet. In wolf form, base land speed is 50 feet.

  • Darkvision out to 60 feet.

  • Low-light vision.

  • Scent.

  • Racial Skills: Worghests have a +4 racial bonus on Move Silently checks.

  • Racial Feat: A worghest gains Track as a bonus feat.

  • Change Shape: A worghest can assume the shape of a wolf as a standard action. In wolf form, a worghest gains a bite attack. Worghests may also take feats requiring the druid's wild shape ability as a prerequisite.

  • Feed: When a worghest slays a humanoid opponent, it can feed on the corpse, devouring both flesh and life force, as a full-round action. Feeding destroys the victim's body and prevents any form of raising or resurrection that requires part of the corpse. There is a 50% chance that a wish, miracle, or true resurrection spell can restore a devoured victim to life. Check once for each destroyed creature. If the check fails, the creature cannot be brought back to life by mortal magic. A worghest gains the effects of a death knell when it feeds in this manner, using the creature's HD as the caster level.

  • Trip (in wolf form only): A worghest in wolf form that hits with a bite attack can attempt to trip the opponent as a free action without making a touch attack or provoking an attack of opportunity. If the attempt fails, the opponent cannot react to trip the wolf.

  • Automatic Languages: Common, Infernal, Worg. Bonus Languages: Giant, Goblin, Ogre, Orc.


The vodyanoi resemble fishy frogs with largely human faces and huge hands. They are excellent craefters of magic and small sorceries: many are dowsers, shamans, or warlocks of one stripe or another, although some are also druids. They are fully amphibian, capable of staying underwater without needing to breathe air and able to stay on dry land for days or weeks, as long as they can wet down their skins with at least 1 gallon of water per day.

Vodyanoi seem smaller than they truly are because of their hunched and squatting posture, and they rarely seem to stand much more than 4 feet high. Their true size is apparent from their weight, however, as most tip the scales at more than 170 pounds and the fattest among them weigh 300 pounds or more. Their hands and feet are lightly webbed, but their fingers are nimble.

Many vodyanoi worship Palgolak, a god of knowledge and learning who commands his vodyanoi and human followers to learn, to categorize, and to share knowledge. The New Crobuzon Palgolak Library is the best in the city, and its doors are open to all.

Vodyanoi speak Ragamoll in New Crobuzon as well as Fellid Vodyanoi, Lubbock Vodyanoi, Southern Vodyanoi, and many other dialects of their language. Most work near the waterfront. Some are pilots and navigators, but most are stevedores and dockworkers. Their homes are amphibious as well, without internal doors and with huge rooms above and below the water. Sluices refresh the water in them every day, and most connect by canal passageways.

All vodyanoi have some skill at watercraeft, as they refer to elemental water magic. This magic is not as formal as human magic, but is a sort of folkloric magic focused on shamanic channeling and shaping of water energies.


  • +2 Dexterity, +2 Charisma, -2 Wisdom.

  • Medium: As Medium creatures, vodyanoi have no special bonuses or penalties due to their size.

  • Vodyanoi base land speed is 20 feet. Their swimming base speed is 40 feet. Vodyanoi have a +8 racial bonus on any Swim check to perform some special action or avoid a hazard. They can always choose to take 10 on a Swim check, even if distracted or endangered. Vodyanoi can use the run action while swimming, provided they swim in a straight line.

  • Vodyanoi gain a +2 racial saving throw bonus against illusion spells or effects.

  • Low-Light Vision.

  • Watercraeft: Vodyanoi have the incredible ability to shape water to suit their needs. This ability allows a vodyanoi to affect water as per either the spell control water or stone shape (but affecting water instead of stone), cast as a sorcerer of a level equal to his class level. A vodyanoi can use this ability a number of times per day equal to his Charisma modifier. The durations of these spells changes to concentration + 3 rounds.

  • All vodyanoi gain a +1 bonus to the DC of all spells in divination, illusion, conjuration (summoning), or enchantment (charm). The school must be chosen when the character is created.

  • +2 racial bonus on Concentration, Jump, and Spellcraft checks. A vodyanoi who merely passes within 5 feet of a water source or permanent spell effect is entitled to a Search check to notice it. This ability does not tell the vodyanoi any details, such as the school, strength, or nature of the spell.

  • Spell-Like Abilities: 1/day - speak with animals (aquatic animal only, duration 1 minute). A vodyanoi with a Charisma score of at least 10 also has the following spell-like abilities: 1/day - jump, longstrider, mending. Caster level 1st; save DC 10 + vodyanoi's Cha modifier + spell level.

  • Automatic Languages: Common and Vodyanoi. Bonus Languages: Cactacae, Druidic, Salt.


A race of desert birdfolk, the Garuda are proud and noble hunters, spending most of their time engaging in a hunt or performing other vital tasks for their tribe.

Garuda typically stand just over 6 feet tall and weigh between 100 and 150 pounds. Although their skin color is most commonly a wash of tan, their feathers can vary wildly from gray and white to brown and tan.

Ganda are masters of hunting targets from the air. To this end, they use dropped and ranged weapons, and they often glide into position silently, gaining complete surprise. They land only when injured or to finish off their prey. When hunting, garuda use composite bows, spears, longspears, and whips. Their typical prey includes birds as well as earthbound animals.

The garuda possess powerful claws, hollow bones, excellent eyesight, and a great love of freedom. Their tribal society is completely egalitarian and rarely has any need of city-made goods or customs; they do not use money or pray to deities or spirits. Most live in the Cymek desert, while others dwell in the north of Shotek and the west of Mordiga. The Cymek garuda include a librarian clan who travels with trunks containing thousands of volumes, many of them otherwise lost. A tent city springs up around this clan's center of learning wherever it lands, and other clans bring them books, and other goods.

Those garuda who go to cities are often confined to ghettos. Garuda in New Crobuzon dwell in a region called Spatters, on the distant outskirts of the city, at the top of tower blocks refitted with perches and nesting space open to the sky.

Garuda follow their own strange legal code. To them, denial of choice is the moral compass that determines criminal action, and all crimes are the same crime, called "choice-theft." Any garuda who murders, rapes, or enslaves another is guilty of the blackest crime and is typically exiled from the tribe after his or her wings are cut off. Few survive the desert long in this condition.

Most garuda never leave the Cymek desert, and those who do are often "abstract individuals," as tha garuda call exiles. Other are more familiar with human customs, such as the ghetto garuda of New Crobuzon. These garuda are rarely well-off, and only the strongest or cleverest escape their low origins. All garuda make excellent scouts and trackers.

All garuda prefer the open sky and find buildings and underground structures completely repellant.

Garuda speak Common and their own language of piping, raucous sounds. Residing in the higher registers, Garuda cannot be Spoken by human voices.


  • +4 Strength, +6 Dexterity, -2 Charisma.

  • Medium size.

  • +2 natural armor bonus.

  • Garuda base land speed is 30 feet. They also have a fly speed of 40 feet with average maneuverabikty.

  • Racial Hit Dice: A garuda begins with three levels of humanoid (garuda), which provide 3d8 Hit Dice, a base attack bonus of +2, and base saving throw modifiers of Fort +1, Ref +3, and Will +1.

  • Racial Skills: A garuda's humanoid levels give it skill points equal to 6 × (2 + Int modifier, minimum 1). Its class skills are Hide, Move Silently, and Spot.

  • Racial Feats: A garuda's humanoid levels give it two feats.

  • Natural Weapons: 2 claws (1d4).

  • Vertical Strike (Ex): Garuda gain double the normal range increment when firing straight down from at least 30 feet overhead. If the attack roll is successful, they also gain a +2 bonus on damage rolls.

  • Chaos Resistance (Ex): Garuda are either the products of chaos magic or have simply lived near it and with it long enough to build up a tolerance. Either way, spells and abilities with the Chaos descriptor do not affect them as easily, and they gain a +2 racial bonus against effects such as those generated by the Cacotopic Stain and outsiders with the chaotic subtype.

  • Hunter's Eyes (Ex): Garuda can see their foes from a great distance in the air. They gain a +8 racial bonus on Spot checks in daylight hours made while flying.

  • Automatic Languages: Common and Garuda. Bonus Languages: Any (other than secret languages, such as Druidic).


Primitive hunters of the icebound north, taers are cruel and savage creatures who haunt the remote mountains and passes of the East. They launch war parties into warmer lands, carrying off livestock, food stores, or even people for the clan's larder. Even more so than other evil folk such as orcs or gnolls, taers are regarded by other races as crude, bloodthirsty beasts without a single redeeming quality.

Although taers regard other creatures as potential enemies or meals, they possess a surprisingly complex store of oral histories, rules for conduct within the clan, and tribal wisdom. Long ago, the race developed a comprehensive code to govern its tendency toward violence, at least between its own members. Anyone not of the taer's clan is beyond the protection of this code and can be robbed, murdered, or eaten at will. Those few taers who wander into civilized lands either extend their concept of "clan" to some other set of intelligent creatures, such as a group of bandits, a village, or an adventuring band, or quickly die at the hands of an angry mob.

Personality: They lack the cognitive and innovative intelligence of humans and other such races, but taers are intuitive and imaginative in their own way. They think in analogies and metaphors, most of which are mythic sagas handed down by the storytellers of the clan from generations past. Taers see themselves as characters in a life-story that began long before they were born and will go on long after they are dead. Taers who leave their clans and learn to regard people of other races as fellow tribesfolk (as opposed to prey) slowly weave their new experiences into their old worldview, constructing new myths to explain what they cannot understand any other way. A taer can literally "turn off" cognitive thought and descend into bestial rage in the blink of an eye to meet a physical challenge, but for days afterward, he ponders the experience and seeks to explain what happened.

Physical Description: Taers are powerfully built creatures about 5 to 6 feet in height, with thickly muscled arms and apelike faces. They are covered in thick white fur that blends in with snowy backgrounds, although their hands and faces are bare of fur. Beneath their fur, their skin is dark gray and leathery in texture. A male taer weighs about 220 pounds, while a female is more lightly built, weighing about 180 pounds. Taers carry themselves in a crouch, their knuckles almost dragging on the ground; a taer that straightens up stands almost 7 feet in height.

Relations: No other race gets along well with taers, although frost giants, ogres, and white dragons occasionally ally with a taer clan to achieve some greater goal. In turn, taers typically view all other creatures as either enemies or prey. A taer who learns to include nontaer companions as part of his "clan" can be a loyal comrade, but he often measures his companions' actions against taer expectations.

Alignment: Taers are drawn neither to law or chaos. They value the complex rules of their clan life but yearn for wild freedom. They tend to be evil, preying on nontaers too weak to defend themselves. Even within the clan, taers use their traditions ruthlessly to attain the highest status possible. A fair number of adventuring taers are of neutral alignment.

Religion: Taers possess a complex pantheon filled with spirits and mythical figures, but they most often revere aspects of Auril the Frostmaiden and Loviatar. Giant deities such as Grolantor and Thrym also appear in taer mythology.

Language: Taers speak Giant. Player character taers speak Common as well. Bonus languages include Auran, Damaran, Draconic, Orc, and Rashemi, although it's a rare taer who can manage more than two languages.

Names: Taers name themselves after landmarks and natural phenomena, preceded by a simple clan name. Examples include Hrusk Mountain Thunder, Vulg Falling Ice, or Chark Smoking Sky.

Adventurers: Adventuring taer are almost always outcasts from their clan, who were defeated in (or failed to pursue correctly) the endless taer measurement of fitness. They are more comfortable joining a small band they can think of as a new clan than living among the folk of a large settlement. Most taer adventurers are simple brigands, but some become mercenaries who sell their strength and ferocity, and a few rare individuals attach their loyalties to a band of good-hearted heroes.

Regions: Almost all taers choose the taer region, which describes an individual driven from his clan and sent into exile in human lands.


  • +4 Strength, +2 Constitution, -4 Intelligence (to a minimum of 3), -2 Charisma: Taers are tough and tremendously strong, but are insular and do not have the reasoning capacities of other races.

  • Giant: Taers are not subject to spells or effects that affect only humanoids, such as charm person or dominate person.

  • Medium-size.

  • Land speed 30 feet, climb speed 30 feet. Taers gain a +8 racial bonus on all Climb checks. A taer must make a Climb check to climb a wall or slope with a DC of more than 0 but can always choose to take 10, even if rushed or threatened while climbing. A taer who chooses an accelerated climb moves at double the listed climb speed and makes a single Climb check at a -5 penalty. Taers cannot use the run action while climbing. They retain their Dexterity bonus to Armor Class (if any) while climbing, and opponents get no special bonus to their attacks against climbing taers.

  • Racial Hit Dice: A taer begins with two levels of giant. This provides 2d8 Hit Dice, a base attack bonus of +1, and base saving throws of Fort +3, Ref +0, and Will +0.

  • Racial Skills: A taer character's giant levels give him skill points equal to 5 × (2 + Intelligence modifier). Taer class skills are Climb, Hide, and Spot. A taer's pelt blends in with snowy backgrounds, conferring a +4 racial bonus on Hide checks in snow-covered locales.

  • Racial Feats: A taer's giant levels give him one feat.

  • Weapon Familiarity: Taers treat greatclubs and longspears as simple weapons.

  • Darkvision: Taers can see in the dark up to 60 feet.

  • Natural Armor: +2 natural armor bonus.

  • Natural Attacks: An unarmed taer can make two slam attacks at his normal attack bonus and a bite attack at a -5 penalty on his normal attack bonus. The taer's slam attacks deal 1d3 points of damage, and the bite deals 1d4 points of damage.

  • Cold Subtype (Ex): Taers are immune to cold damage but are vulnerable to fire attacks. They take half again as much (+50%) damage as normal from fire, regardless of whether a saving throw is allowed, or if the save is a success or failure.

  • Automatic Languages: Common, Giant. Bonus Languages: By character region.


More than a thousand years ago, at the end of the terrible wars that racked Narfell and Raumathar, a proud Nar lord led a host of his people into the great forests of the ancient empire, seeking to escape the roaming demons and magical plagues that ravaged his lands. Some power of the old woods - perhaps an elder treant, or even the Oakfather himself - confronted the Nar refugees to deny them refuge unless they forswore their demon-summoning ways and agreed to take the forest's blood for their own. The lord agreed on the spot, convinced that any bargain was better than returning to certain destruction, but the price was greater than he could imagine: He and his followers surrendered their humanity in exchange for sanctuary. Thus the volodnis, the pine folk, were born.

The volodnis are a humanlike race of treefolk who defend their forest homes with iron resolve. Unlike other sylvan beings, volodnis aggressively seek to expand into new forests and grow the borders of old ones, regardless of who gets in the way. Many feel that only the fall of "warm folk" civilization can preserve Faerûn's forests, but others hope to peacefully persuade humans to allow the return of the ancient forests.

Personality: Volodnis are cold and dispassionate, remorseless in pursuit of any tactic that serves their ends. They remember every injury but have the patience of the forest itself when exacting vengeance. They are not acquisitive, as they have little need for material possessions. Some volodnis feel the blood of their human ancestors more deeply than others and are capable of benevolence - or spitefulness and crime.

Physical Description: Volodnis resemble their human forebears, but their skin is the deep olive-green of a pine needle, and their flesh is woody and tough. Clear sap runs through their veins instead of blood, and their hair grows in long, thick locks scaled like the bark of a young tree. Their eyes are gleaming black, and they tend to be tall and lean, with wide shoulders and long arms. The pine folk favor weapons and armor made from leather and wood, dyed in green and brown to blend in with the terrain of their forest home.

Relations: Volodnis get along reasonably well with other sylvan creatures such as centaurs and satyrs and usually work toward the same ends as elves. They revere treants and are warm to druids of any race, but they do not care for people who see a forest only as uncut firewood and unbuilt homes. Those who despoil natural settings out of spite rather than necessity wake a volodni's latent hostility into pure, cold rage (the most militant volodnis see no difference between the two actions). Consequently, volodnis harbor a stronger dislike for goblins, orcs, and such creatures than they do for dwarves or humans.

Alignment: Volodnis are not actively malicious, but they are not benevolent, either. They believe in the individual's call to act as he or she sees fit rather than laws and rules to guide behavior and so favor a chaotic disposition.

Religion: As one might expect, the pine folk have a strong druidic tradition. Druid circles govern their society, and all volodnis venerate nature gods. Among the forest deities they hold a deep reverence for Silvanus the Oak Father.

Language: Volodnis speak Common and Sylvan as well as the human language of the surrounding region - usually Damaran or Rashemi in the East. They often learn Draconic, Elven, Giant, Gnoll, Gnome, Goblin, or Treant to communicate with creatures of the woodlands.

Names: The pine folk go by simple human names, usually followed by a description of a favorite forest locale, such as Andror of the Deepspring, Harl of the Old Grove, or Mara of the Windridge.

Male: Andror, Huvast, Isilvor, Leped, Normol, Strevast, Yevgen.

Female: Atryanna, Hela, Kari, Lara, Naskyara, Slaela, Zashi.

Adventurers: Volodnis who leave their home forest to wander the world are unusual, but not as rare as one might think. The pine folk have a great desire to explore and see the wonders of Faerûn's surviving forests. Volodni druids and rangers go out into the world to protect woodlands and to spy out the civilized lands near their homes.

Regions: Most volodnis choose the volodni region, which reflects a pine folk character native to one of the large forests of the Great Dale. A small number of volodni characters choose human character regions such as Rashemen, the Great Dale, or Thesk.


  • +2 Constitution, +2 Wisdom, -2 Intelligence, -2 Charisma: Volodnis are hardy and intuitive, but are not exceptionally bright or personable.

  • Plant: Volodnis are immune to poison, sleep, paralysis, stunning, and polymorphing. They are not subject to critical hits or mind-affecting effects.

  • Medium-size.

  • Land speed 30 feet.

  • Cold resistance 5.

  • +4 racial bonus on Hide checks in wooded terrain.

  • Low-Light Vision: Volodnis can see twice as far as a human in starlight, moonlight, torchlight, and similar conditions of poor illumination. They retain the ability to distinguish color and detail under these conditions.

  • Half damage from Piercing: Piercing weapons deal only half damage to volodnis, with a minimum of 1 point of damage.

  • Sustenance: Volodnis require only 2 hours of sleep per day to gain the benefits of 8 hours of sleep (although arcane spellcasters must still have 8 hours of rest to prepare spells). Volodnis only require one-quarter the food and water a human requires, as they absorb nutrients from their environment.

  • Automatic Languages: Common, Sylvan. Bonus Languages: By character region.


The existence of the rogue modrons adds a twist to the rigid hierarchy of modron society. Sometimes commands are misinterpreted (even among the modrons), and contradictory instructions can pass through two separate chains of command to the same modron. Although exceedingly rare; this conflict can easily lead to a modron going insane, abandoning its duties, and turning rogue. Other contradictions in experience, such as on the chaotic plane of Limbo, can also cause a modron to go rogue. Even more rarely, the seeds of disobedience occur naturally within a modron, so that it grows discontent with service to the bureaucracy as a whole, even without an outside contradiction confronting it. Sages theorize that perhaps Primus himself plants these seeds in order to gain a further understanding of the universe.

Whatever the cause, rogues are hunted down and destroyed without mercy by their fellow modrons. The racial opposition they feel against rogue modrons far surpasses any they experience, even toward truly chaotic creatures such as the slaad.

Of course, modrons are the epitome of bureaucracy. Even with how reviled rogue modrons are, a rare process exists for modrons to be exiled. This occurs mostly in modrons of quadrone level and above, since they have the intellect to sometimes realize their own rogue nature and begin the petition process before they are discovered and destroyed. Tridrones and lower castes typically realize what has happened to them too late, when a squad of pentadrones arrives to destroy them.

Even among the rare few who begin the process, a very select number are approved for exle. These exiles undergo a physical transformation within the Modron Cathedral at the center of Regulus, which breaks their bond to the Energy Pool. This transforms them into a creature that resembles a quadrone, but with a few different characteristics. Those sages who believe that Primus often plants the seeds of conflict within some modrons also theorize that Primus himself approves those modrons for exile in order for them to explore the planes unhindered by the rigidity of modron duties.

With their bond to the modron Energy Pool broken they gain the living construct subtype, losing many of the powerful immunities of standard constructs along with their Hit Dice. Essentially, exiled modrons begin their lives again with a few faint memories of their past life. True modrons, and even many rogue modrons, view the exiles as they view any other nonmodron outsider. They are no better or worse than a human or tiefling.

Although these characters have a range of personalities, they tend toward lawful alignment and still prefer to know the hierarchy of command within any group they join. They differ from true modrons, however, in that they can be far more flexible and adapt to various new situations without resorting to a set of standard procedures. Still being modrons, though, they often have difficulty comprehending, illogical mortal ideas - like art, passion, or honor. This leads many to propose convoluted rationalizations or endless interrogations of those who demonstrate such traits.

Exiled modrons are not from any caste. They can be any alignment (although they tend toward lawfulness) and any character class. Exiled modrons are always exactly 5 1/2 feet tall and weigh 400 pounds.


  • +2 Constitution, +2 Intelligence, -2 Dexterity, -2 Charisma.

  • Medium size: As Medium creatures, exiled modrons have no special bonuses or penalties due to their size.

  • Construct (living construct): As living constructs, exiled modrons differ from both other constructs as well as other living creatures.

  • Exiled modron base land speed is 30 feet. Exiled modrons possess vestigial wings, but lack any flight ability.

  • Surprise Vulnerability: Due to the conflict of free will and their innate sense of order, exiled modrons have a difficult time reacting to surprises. As such, they are considered flat-footed until the second turn in combats they did not initiate. They are still able to act on their first round, but remain flat-footed.

  • The durable shell of an exiled modron grants acid, cold, and fire resistance 2. They also gain a +2 natural armor bonus.

  • Exiled modrons retain some degree of their alien intelligence and hence receive a +2 racial bonus on all saving throws versus illusions and mind-affecting effects.

  • Exiled modrons take a -2 penalty on all Charisma-based skill checks made against chaotic creatures.

  • Exiled modrons gain a +2 racial bonus on Spot and Listen checks.

  • Exiled modrons cannot wear standard armor or clothing, including, robes, vests, and shirts. Such items have to be custom made to fit.

  • Automatic Languages: Common. Bonus Languages: Celestial, Gnome, Infernal, and Modron.

3.5 RACES (By Subraces)