More stuff by Frank Trollman


“What difference does it make? We’re just going to kill them anyway…”

The Underdark is filled with empires. It is notable not only that there is civilization down here at all, but that there are actual empires. There’s enough space for there to be tribes of creatures that people can unite as part of their nation-building exercises.

But more than that, these disparate tribes are more different than any group of humans have ever been one from another. While there is only one race of humans on Earth, there can be literally dozens of races in a single cavern settlement in a D&D world.

The Myconids: Apathy Writ Large

The Myconids don’t need anybody, have no enemies, and don’t care what you do. The first appearance of the Myconid empire was in an adventure otherwise filled with hostile evil humanoids, with the concept being that the Myconids were completely indifferent and would actually return aggression with aggression or soft words with a weird hallucinogenic telepathic mind-meld. The theme was that the Myconids were there as some sort of bizarre intelligence test for your players – if the players “figured out” that they could get past the Myconids without resorting to conflict the adventure would be easier and otherwise it would be more difficult.

But the years have passed by, and Myconids are no longer the new kids on the block. Players actually know where they stand with Myconids, and subsequent attempts to write adventures with the same setup have had to make up entirely new Neutral monsters to fill the same role (like the desmodu and their stupid Buck Rogers style fighter planes).

The Myconids have a pretty good world conquest strategy. They don’t need anything at all to reproduce themselves and they don’t really have to interact with the economies that the other races have bought into. They have an army of the dead and huge piles of crazy potions that they make free of course, but they aren’t even interested in fighting the other races. The extent of the Myconid empire and population is limited by the farthest reaches of their mushroom fields, which simply grow a little every year. Eventually the Myconids might push the limits of their fields into areas other races intended to use, and then the Myconids will go ape and start throwing armies of zombies and themselves (every Myconid is completely replaceable) at whatever is in their way – but for now they just hang out and groove on the telepathy spores and share their dreams.

The Aboleth: Inheritance of the Memory Fish

The signature ability of the Aboleth is that they remember everything that was known to any creature they eat. There’s no game mechanics for that ability, it just happens. And while Aboleth can create layered full-sensory illusions whenever they want, and dominate enemies, and turn humanoid opponents into lame deep one clones, the memory devouring ability is the really memorable one. It means that Aboleths remember intimate details about ancient events that go back to the very origins of the Aboleth race, and it means that Aboleths have access to all kinds of special magical sites and gadgets that are not available to other races.

The D&D world is filled with weird one-off locations that under certain circumstances do potentially awesome things. Over the course of their adventuring lives, a party of adventurers is liable to encounter several of them; and the Aboleth remembers all of the ones found by any of the adventurers that it or any of its ancestors back to the beginning of time ever ate – which is a tremendously large amount. So any Aboleth plot is going to be facilitated by magical architecture and supernatural convergeances that happen once every hundred years and all kinds of crazy crap. Aboleth periodically plot to take over the world, and otherwise they pretty much sit and fester at the bottom of the nastiest, stinkiest pools in the Underdark.

Keep in mind that even by itself, an Aboleth is badly under CRed. They have actual dominate with a pretty decent DC and they aren’t half bad in combat. Also, they have long duration images available as spell-like abilities. So any Aboleth area is going to be covered in layered illusions. If an Aboleth attacks, chances are that it’s going to have several turns of doing pretty much anything it wants as the PCs sit shell-shocked on the other side of an illusory wall.

The Illithid: Slaves of the Elder Brain The illithid have a bad reputation among the other sentient races: the mind flayers see them as food, and most races take offense to that viewpoint. It should be the fuel for a war of extinction on the illithid race, but three things protect the illithid as a race: each is a powerful artillery piece surrounded by hordes of charmed minions; the race is led by powerful elder brains who are each the equal of a powerful sorcerers; and they make good neighbors…. that’s right, they’re good neighbors.

Each mindflayer can potentially control a small army of charmed slaves, can defeat a small army with their powerful stunning blast ability and resistance to magic, and can negotiate any conflict into peace with the ability to telepathically communicate and read minds, but their best ability is the ability to plane shift. As a race that can naturally use this ability, they can hop between planes and be within five miles of any location that they can imagine on their own plane or any other. This key fact means that when they go rampaging for brains and slaves, they not only do it in some place far from their home, but they might do it on some other plane entirely. Due to the fact that few races can mount an extraplanar war, the flayers generally are too far and too difficult to find to ever face retaliation for their acts. Because of the limits of their travel ability, the mind flayers will clear and patrol an area about ten miles from their home, removing any potential threat and keeping dangerous predators away. In this way, they can return to their homes in relative peace, and by scrupulously not preying on their neighbors, they avoid any retaliation on single illithid walking home. Add in their mind-reading and telepathy ability, they are naturally suited to making mutual defense pacts with nearby races so that they can establish a peaceful dominance in their own territory.

The fact that every mind flayer enclave is controlled by a powerful elder brain is another fact that makes their enclaves safe and their culture vital. As a powerful, but generally stationary creature, it has every incentive to make its home as well-defended as possible, drawing on its own powers to equip its home with wondrous architecture and traps befitting a powerful sorcerer (or psionicist). Add in the hordes of slaves and the illithid themselves, this means that even moderately-sized enclaves can bring to bear enough force to make taking the city an extremely unprofitable enterprise.

One final note about the illithid: as planar travelers with an innate ability to travel to any plane, they often gain access to technology and magic from cultures beyond counting. While the mind flayers are geniuses in their own right, they often store knowledge of these devices in the minds of their slaves, a practice that leads them to losing that knowledge when hunger or carelessness takes that slave away. Even so, expect the average illithid to be a font of secrets dredged from dozens of extraplanar cultures, its home filled with odd artifacts and devices culled from those far-off places. If their own powers and hungers weren’t so great, they might even be drawn to the exploitation of this knowledge. Luckily for the races of the worlds, the mind flayer’s total confidence in their own abilities and need expend time feeding on difficult-to-acquire fare makes them ignore all but the most obviously useful things stolen from other cultures.

Progenitor of the Gith

“I’ve spent five years as a slave to brain-eating geniuses, fighting every day in the pits for their amusement, killing beings culled from dozens of planes. Do you really think this crap impresses me?”

The Illithid are slavers extraordinaire, masters of the mind control and capable of traveling far in their search for slaves. To escape their clutches, one must become a creature as powerful as them, and some do so by absorbing the ambient psionic radiations of their cities and becoming a more than mortal creature. In this way, the Githzerai and Githyanki earned their freedom, and this route is still open to those willing and capable of surrendering their essence in exchange for communion with the Astral Plane.


BAB: +4
Race: Human.
Special: Must have spent at least five years as a slave in an illithid city.

Hit Die: d8

Class Skills: The Progenitor of Gith’s skills (and the key ability for each skill) are Balance (Dex), Bluff (Cha), Climb (Str), Concentration (Con), Craft (Int), Handle Animal (Cha), Hide (Dex), Intimidate (Cha), Listen (Wis), Move Silently (Dex), Profession (Wis), Ride (Dex), Search (Int), Sense Motive (Wis), Spot (Wis), Survival (Wis), and Swim (Str).

Skills/Level: 4 + Intelligence Bonus

BAB: Good (1/1), Saves: Fort: Good; Reflex: Good; Will: Good

Level, Benefit
1 Thoughtful Warrior, Endurance of the Mind
2 Ideas Made Form
3 Movement of the Mind
4 Astral Strike
5 Native of the Silver Sky

All of the following are Class Features of the Progenitor of Gith class: Weapon and Armor Proficiency: Progenitors of Gith gain proficiency in the composite long bow, and gain no armor proficiencies.

Thoughtful Warrior (Sp): At 1st level, a Progenitor gains the ability to cast daze, mage hand, and feather fall at will as a spell-like ability

Endurance of the Mind (Su): A Progenitor has likely been mind blasted and charmed many times in his life. If he is currently the subject of an ongoing effect that allows a Willpower save, he may retest that saving throw every round. Success is treated as if he had passed the initial Willpower save.

Ideas Made Form (Sp): At 2nd level, the Progenitor gains the ability to cast clairaudience/clairvoyance and shatter at will as a spell-like ability

Movement of the Mind (Sp): At 3rd level, the Progenitor gains the ability to cast dimension door at will as a spell-like ability.

Astral Strike (Sp) : At 4th level, a Progenitor can cast Telekinesis at will as a spell-like ability.

Native of the Silver Sky (Ex): At 5th level, the energies of the Astral Plane now bolster the physical form of the Progenitor, and he gains becomes an Outsider native to the Astral Plane and he gains Spell Resistance equal to his character level +5, a +4 armor bonus to AC, and the ability to cast plane shift twice a day as a spell-like ability. If he breeds with a githzerai or githyanki, any offspring will be of that race.

The Drow: A Higher Technology Setting Everyone knows that the dark elves are hardcore. Even in the bad old days of DnD’s conception, dark elves were “mirror matches” to the party with class levels of their own, crazy magic items of their own, and good tactics. The real question is: “why are the dark elves so hardcore?” The answer is simple. Dark elves are living at a higher technology level than the rest of the DnD world; their society only exists because, as a society, they cheat. Rather than grow food like surface races, they eat magic mushrooms as the basis of the food chain, they enslave other races for menial positions rather than work, and rather than mine or gather their own resources, they take them from other races. They don’t even have to work that hard on defense as Underdark caverns are naturally easy to defend with small numbers of troops stationed at chokepoints

This means that your average dark elf has free time to spare. While some take that time to indulge in the pleasures of their society, most dark elves are the products of a very odd world view: if only dark elves are your peers and everyone else is a slave, then the only real power worth having is power over other dark elves. That being the case, this means that dark elves have both the free time and the inclination to attempt to enslave each other all the time. This breeds great internal strife with each noble house being an armed camp designed to use stealth, power, and manipulation in order to both resist the efforts of other dark elves and attempt to enslave them.

Like any heavily-automated wartime culture, the dark elves spend considerable resources on weapons research, espionage, and cultural misinformation. This means that every noble house or other organization is constantly looking for an “edge” in their dealings with other dark elves and other races. This leads them to kidnap experts from other races, engage in spell research, experiment with weird magic or exotic technology, forge partnerships with magically or technologically-advanced races, and otherwise do whatever it takes to grow in power. In any particular drow city you can expect to see dozens of competing forms of magic, odd inventions ranging from mechanical limbs to powered gliders, exotic troops like demon-bred orcs or elite espionage races like skulkers, and constructions with magical architecture or resonances. Since every drow is attempting to master his peers, these magics and technologies are tightly controlled, meaning that when the individual or organization that controls them is killed off, these secrets are often lost, meaning that any particular drow might be using relics from a previous generation (that he may well lack the ability to understand or reproduce).

Other races in the Underdark realize that the dark elves truly only want to control each other, so they allow the occasional resource and slave raids of the dark elves. They know that the dark elves are ill-suited to any form of large-scale conquest due to their particular style of command, so placating the drow is often the best way to conserve the resources of your society. Since the other Underdark races tithe goods to the drow and the drow are smart enough to see the value in trade relationships, Underdark races of note are allowed to use dark elf cities as major trading posts between their own kind and other races. The dark elves see all races as being underneath them, so as long as the other races show deference to them and bring in a profit in trade, they allow this enterprise to continue.

The average drow city is thus a hornet’s nest of power, full of indolent, wildly dangerous, and spoiled aristocrats. Even the lowliest of drow lives in a level of luxury suitable to the most powerful of nobles on the surface, and each one of them has reached adulthood in an atmosphere of distrust and manipulation with the weakest dying early. As individuals this makes them powerful and cruel, but as a race it keeps them inwardly looking and less of a threat than more ambitious warrior races, a fact that actually prevents other races from gathering their forces and destroying the drow outright.

The Eye Tyrants: Lingering Hatred Beholders are among the most magically capable of races; this is a fact that’s well accepted. So why don’t they own everyone? They can charm people at will, kill people, inspire terror by turning people to stone or just inspire terror with real magical fear. Even the lowliest beholder can attempt to destroy the world one ten foot cube at a time.

The truth? Beholders are paranoid jerks. Beholders recognize that they each have the ability to destroy each other with at least four different effects, and they also have to live with the fact that any beholder can charm his lessers and betters if he happens to get the jump on them. This means that, as a race, the beholders are like gunslingers from the American Old West. They know that to associate with any other beholder is to risk disintegrate or charm rays in the back with the winner taking the loser’s treasure and slaves. Actual beholder meetings involve both parties agreeing to aim their anti-magic rays on each other, and only then can negotiations or exchanges can take place. This means that actual organizations of beholders are practically impossible as life breaks down as soon as you can’t cover all your enemies in your anti-magic eye (with many eyes, they can spot ambushes by thralls pretty easily, so it’s only your peers you fear).

That still doesn’t explain why beholders don’t go on bloody rampages on the surface races. The reason is simple: longbows. The average beholder is a tough customer that can expect to wreak a bloody swath of destruction if he chooses, but he’s painfully weak against long-range weapons. Any race with even a passing knowledge of the beholders knows that they charm people, so they also know that killing the beholder frees the slaves. This is why the beholders prefer underground areas. With ranged weapons blocked by the limits of doors, walls and corridors, beholders can reign as kings in underground or indoor environments.

While the Spelljammer universe posits “nations” of beholders held together by racial hatred of other beholders and everyone else, this is really a fallacy. Racial pride or nationalism come to far seconds when you realize that beholder nations are actually held together by single individuals who routinely charm every other beholder on their ship and force them to “play nice” with the other beholders. Any “Hive” metaphor talking about beholders actually talks about the layers of charm effects building a top-down command structure where the Queen controls everyone, then the second-in-commands has control of everyone else in order to serve as secondary leaders but unable to defy the Queen. Like other kinds of dictatorships, killing the leader figure causes the nation to fall apart into bloody factions headed by second-in-commands attempting to assert control of the others, and these power plays work through the bonds of charm effects and personal charisma. Some Hives are actually controlled by a racial variant called a Hive Mother, but these creatures are merely biological extensions of relationships that already exist within beholder society.

The Kuo-Toans: Opportunities Slip By

The Kuo-Toans are extremely aware that things used to be pretty awesome if you were a Kuo-Toa, and now they suck. They are actually a deep ocean race and they don’t live in the ocean at all anymore. That’s because long ago they lost a war to the Sahuagin. And they lost it badly. Now they live in pools of water that often as not are fresh water in the bottoms of caves, and they hate it here. The lack of pressure and salinization of the water makes the Kuo-Toans unhealthy and uncomfortable, and they end up stinking of rotting fish as their skin becomes diseased and crumbly.

Every generation of Kuo-Toa is a little sicker than the one before it, and everyone understands and accepts that the race is dying out. Every Kuo-Toa expects the future to be worse than the present, and the Whips (the Clerics of the Kuo-Toa) do nothing to forestall that process or convince their people otherwise. Legends say that the Great Evils they left behind at the bottom of the seas will eventually return to destroy the whole world, but only once they’ve successfully fed them with enough of the misery of the Kuo-Toan people. Noone in Kuo-Toa society wants to become a leader, because the world will become even more unpleasant every year and the leaders are always blamed. A Kuo-Toa gains a position of leadership when the old leader is finally killed and eaten for failure and the Whips draw lots for who has to be the next leader. Most Kuo-Toans believe that these lots are fixed in advance, and they’re right.

Despite the utter hatred that all Kuo-Toans hold for all other races, they are perfectly willing to trade with them. The Kuo-Toans are badly out of their element, and need nutritional supplementation from far away just to survive. They need to receive goods from the Drow, and they know it. They hate the Drow, as they hate everyone, but that doesn’t stop them from trading. The Kuo-Toans understand that the Aboleth know where every single one of their spawning pools are and that only laziness on the part of the Aboleth has left the Kuo-Toan people with any territory at all. Still, they wait in the darkness for the cataclysm to come that will put them out of their misery and slaughter all the other creatures of the land and the sea. Their one hope is that just before the last Kuo-Toa is finally slain, that they will see with their own eyes the horrible vengeance wreaked on the other empires.

Bonus Class: The Monitor “In time… even the sun will die. Until then… I shall content myself with your demise. “

Kuo-Toans are a depressing group to hang with at the best of times. Their relentless downbeat attitude can turn even the most festive of occasions into a dirge. But perhaps the most depressing of all Kuo-Toa are the Monitors. These monks of Kuo-Toa society are dedicated to a strict regimen of martial training and meditation on the complete futility of all things. Discussions with Monitors have been known to drive even other Kuo-Toa to suicide.

Prerequisites: Skills: 9 ranks in Balance Feat: Multiattack Alignment: Any Evil. Special: Must have at least one Fighting Style class feature. Special: Must be trained in the Kuo-Toa Monasteries.

Hit Die: d8 Class Skills: The Monitor’s class skills (and the key ability for each skill) are Balance (Dex), Climb (Str), Concentration (Con), Craft (Int), Escape Artist (Dex), Hide (Dex), Jump (Str), Knowledge (Religion) (Int), Knowledge (Dungeoneering) (Int), Listen (Wis), Move Silently (Dex), Perform (Cha), Profession (Wis), Sense Motive (Wis), Spot (Wis), Swim (Str), and Tumble (Dex). Skills/Level: 4 + Intelligence Bonus BAB: Good (1/1), Saves: Fort: Good; Reflex: Good; Will: Good

Level, Benefit 1 Fighting Style, Armored in Life, Powerful Observation 2 Strike the Intangible 3 Master Fighting Style 4 Wait for Death 5 Master Fighting Style 6 Depressing Monologue 7 Master Fighting Style 8 Sticky Hands, Apathy 9 Grand Master Fighting Style

All of the following are Class Features of the Monitor class: Weapon and Armor Proficiency: A Monitor gains no proficiency with any weapons or armor.

Fighting Style: The Monitor gains a Fighting Style as a Monk at first level.

Armored in Life: Levels of Monitor stack with levels in Monk for the purposes of the Monk’s Armored in Life ability.

Powerful Observation: A Monitor adds his class level as a bonus to his Spot and Sense Motive checks.

Strike the Intangible: At 2nd level, a Monitor gains the ability to strike the invisible creatures he can see. His natural weapon attacks can hurt incorporeal and ethereal targets without a miss chance related to intangibility.

Master Fighting Style: At 3rd, 5th, and 7th level a Monitor gains a Master Fighting Style, as a Monk.

Wait for Death (Su): A Monitor looks forward only to death, but this can be a very long wait indeed. A Monitor of 4th level does not age, sleep, need nutrition, or breathe. Furthermore, a Monitor of 4th level no longer loses hit points when he has 0 hit points or less.

Depressing Monologue (Su): Any creature that speaks to a 6th level Monitor for more than five minutes must make a Willpower Save (DC 10 + ½ hit dice + Charisma Modifier) or be affected by abject despair and curse of crumbling conviction.

Sticky Hands (Ex): A Monitor of 8th level makes great use of sticky Kuo-Toa secretions and gains a +4 bonus on Disarm tests, whether he is the attacker or the defender.

Apathy (Su): At 8th level, a Monitor is able to draw upon supernatural reserves of ennui and ambivalence, rendering him immune to mind affecting effects.

Grand Master Fighting Style: At 9th level, a Monitor gains a Grand Master Fighting Style as a Monk.

The Troglodytes: Persecution Complex

Everybody hates Troglodytes. Everybody. They don’t necessarily do anything that horrible in the scheme of things, they just happen to stink so bad that they can cause other races to collapse from nausea. So while the dwarves have a very complicated relationship with the hobgoblins where they have long periods of intermittent strife punctuated by flourishing trade relations and shared artistic histories and stuff – the dwarves literally don’t have anything nice to say about the troglodytes at all. Their entire history with the Trogs is one where sometimes they fought and sometimes they didn’t fight. There’s never been real peace between the Troglodytes and anyone. That’s hard on a culture, and their isolation has made them intensely barbaric and xenophobic by the standards of any other race. Troglodytes can’t even use the other races as slaves, and open lines of communication do not exist so the Troglodytes can’t trade captives back to other races for concessions on the bargaining table. There isn’t even a bargaining table at the end of any conflict.

So if you get captured by Troglodytes, you’re going to be eaten or sacrificed to their dark gods. The Troglodytes literally have no other use for captives. So the only reason for any of the other races to surrender to Troglodytes is if they think there is a chance they will be rescued. Troglodytes themselves will generally not surrender in battle because they believe that other races will treat them the same way that they treat others.

A natural result of all this, is that the Troglodyte tribes are much lower tech than the rest of the setting. They have no trade in equipment or ideas with the other races, so the only steel equipment that Troglodytes have is what they looted off of fallen enemies. Most troglodyte weapons are just sharp rocks. Troglodytes can be useful to a campaign because they have a legitimate reason to still be “cave men” even while the rest of the world is putting together portal highways and overshot water mills.

More stuff by Frank Trollman

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