i alee pretees Weer (o ker David Noonan, Skip WilliamsENEMIES ADD ALLIES Credits Design: Editor: Creative Director Cover Artis: Interior Artist: Typesetter Graphic Designer: ‘Art Director: Business Manager: Project Manager: Production Manager: Bruce R. CORDELL, JEFF GRUBB, Davip NOONAN, SKIP WILLIAMS JENNIFER CLARKE WILKES Ep STARK Jerr Eastey DeNnts Cramer, Too Lockwoon, Wayne REYNoLDs, Sam Woo ‘SONYA PERCIVAL SEAN GLENN, DAWN MURIN, Dawn MURIN ANTHONY VALTERRA Justin ZIRAN Citas DELonc. Sources for this work include the Sword and Fst accessory by Jason Car, the Tome and Blood accessory by Bruce R. Cordell and Skip Williams, and the Hear of Nghtfang Spine adventure by Brace R. Cordell. Based on the original Dunctows & Dnacons® rules created by E. Gary Gygax and Dave Arneson, and the new ‘Duncuons & Daacons game designed by Jonathan Tweet, Monte Cook, Skip Williams, Richard Baker, and Peter Adkison, Us. amon Ai turoren Heaoguaréns icine ant A AMERCA ‘ines theca bape eoncon econ ; ona ctv Duce DD, Oncor Me ante We fie Cn op eae aera cred y He the Cts sui fbr ne “Te 0 Seg nnd eed oy Weft on wd crc, hres raen nd creer ee tara oad Wh fh Cae ‘tunately and ocd Ud Ss naa yea donated in te Ute teste boty Hoan Dg ind nod on dy tide Warr a the meter contains arn proband went ‘respon ecf toon kami cul ape enna meets pu cea ‘otour ste swe‘TABLE OF CONTENTS Introduction Chapter I: Crime Typical Thug.. Pickpocket Gar ‘Typical Burglar... Halfling Clean-Up Crew. Hamelin, Precinct Boss Lala, Black Marketeer. ‘Theresh, Thieves’ Guild Clerc... aia, Djinn Slaver. Yartick Zan, Mind Flayer Assassi Khalili, Master of the Thieves! Gul Varro, Urban Druid Chapter 2: Religion . . ‘Typical Ternple Guard Temple Warden son Senior Temple Guard. Mandel, High Priest of Hextor Fok Longfingers, Adept of Magiubiet Scarsnout, Adept of Kurtulmak. Panga, Marsh Druid Korgul Redeye, Cleric of Gruumsh. Melantha, Inquisitor of St. Cuthbe Rosal, Champion of Heiro Brother Culver, Cleric of Heironeous.. Abrian, Vigilant Druid Dallic Foehammer, Cleric of Moradi Neshia, High Priest of Peor.. Chapter 3: Mages .. ‘Typical Evil Minion... Jara of the Skullfire Mages Draganoth, Minotaur Mage Moxic, the Dread Owarf Gartha the Red, Spelistinger Silva, the Venerable Sage . Vallen, Sorcerous Assistant. Chapter 4: The Law “Typical City Guard. Elite Guard Stallas Mon, Guard Commander. Thokka of the Nightwatch Ambrose Piflestone, Bureaucrat Brother Xonak, the Hand of justice Gerbo Flintwhistle and His Gnome Vigilantes. Chandra Skyreaver, Elven Warden of the Forest Chapter 5: Adventurers ... The Circle of Green Xarole Banoc.. Greenteaf. Kavatha Murta Wintervale Halaandial ....... Band of the Hand ‘Archangel on Dhavut Stonebreaker Eiger. Blind Jak Durlob Wallach The Pale Grin Incunabulum Lord Carrion. ‘ok Redbone .. Taliaferro... Strabo, Enthnul’s Bloodiest Hand Rivals and Experience su..n Appendix 1: The One-Minute NPC .... a Mastermind Villain i Minion Finishing Touches. Iconic Characters ........53 Jozan, Cleric. Krusk, Barbarian, Lidds, Rogue . Mialee, Wizard. Nebin, tlusionist edgar, Fighter. Soveliss, Ranger. acne 3: NPGS Ranked by Challenge , |IDTRODUCTIOND The characters youire about to meet insisted that we write this book for them, ‘Weve all gor them—nonplayer characters (NPCs) who seem a5 alive as reablfe people, NPCs that the players -emembered long aftr the adventure was forgotten. In this book are some ofthe most helpful and notorious NPCs thet weve created for our own campaigns. Now we want 1 see svhat you ean do with them. Youll meet Qirtaa, a jinni whos the most dangerous pacifist youll ever know; Melantha, inguisitor of St Cuth- bert and a criminals worst nightmare; and Draganoth, « ‘munotaur wizard who uses spells to improve his combat prowess. Youll abo encounter adventuring companies such the Circle of Green and the mostly undead members of the Pale Grin—though perhaps youll wish you hadnt. Enemies and Allies intentionally woids long NPC histories and intri- ately detailed descriptions. Melan- sha’ creator could spend an hour selling you about her family history of urse, and PCs who have met Qirtaia ould recognize his gravelly voi ywhere. We have not put them in a specific place or given them particular cendas either. We dont want 0 mp your style. These charac ss are yours to do with as you Alter them as litle oF as mach as you like All NPCs. arent powerful ns or villains, of course. This Sook has plenty of typical alley thugs, ecole guards, city guards, and spelleasting 2 ions to populate the streets, neighborhoods, scresses, and dungeons of your adventures. ‘oul also find statistics inthis book forthe iconic Saracters depicted in Chapter 3 of the Players Hand- sock These characters ae the ones we use when we're sting new adventures, monsters, and guidebooks the D&sD® game. Now you can callon them too ifyou seed a character on short notice, Again, make them your If you want Krusk the barbarian to multiclass into c bard clas, go right ahead. The D&D game is ultimately about characters. They together, they fight one another, they negoriate and zue, and they even mourn the passing of others. The cters in this book may become trusted friends or -ostraing nemeses. But however you use them, let your +n imagination bring them to life. They insist. WHAT'S INSIDE Be NPCs in Enemies and Allies are divided into five main ssons: crime, religion, mages, the law, and adventurers. ne borders between these areas can be fuzzy—youll nd acleric inthe crime section and 2 sorcerer in the rli- 1 section, for example. SZ Grime: Here are the typical pickpockets, thugs, and the master ofthe thieves guild, among others There's also nor-so-nice djinni,a mind flayer assassin, and a druid ‘who specializes in urban ecologies. Religion: Some clerics, such as Neshis, high priest of Pelor are a boon to adventurers. Others, such as Mandel, high priestof Hextor, are dangerous, crafty foes IFPCs step ‘on the wrong side of the law, they may be challenged by an inquisitor of St, Cuthbert ‘who doesnit take “no” for an answer. This section also provides typical temple guards and wardens to sprinkle throughout your adventures ‘Mages: This section introduces you to rypical minions and apprentices, plus a ‘mage who'sa pyromaniac, a dwarven necto- ‘mancer, nd even a minotaur with grand ambitions. Perhaps the most helpful character to adventurers isa learned sage whos fighting a battle he cant possibly win, ‘The Lav Typical city guards, elite guards, and guard commanders fill this section, along with an elven warden of the forest who patrols the woodland paths, not the city streets The whole spectrum of the law is covered in this section, from petty ‘bureaucrats to fearsome vigilantes. Adventurers: Adventuring com- panies take many forms. One evil group presented in this section Includes two undead members and a golem; another group, not evil but sometimes harsh, focuses on wilder- ness adventures, A third adventuring company cates only for personal enrichment. And ifyou ever wondered what the statistics for a blindfolded umber hulk monk or a phase spider rogue look like this isthe place for you ‘The frst of three appendices provides 2 quick way for you to generate NPCS ‘based on the role they play in your adven- ture. A few tosses of the dice, and your high-level patron or low-level minion is ready to meet the PCs. Weve also put the PCs we use for playtesting in their own appendix. Youll get to see what Jozan, Lidda, Mialee, Tordek, and the other iconic D&D ‘characters lok like a various levelsin a second appendix and finally, the third appendix lists all the NPCs in this book by Challenge Rating. For the sake of brevity (this book contains lt of infor- mation), the details of clas abilities do not appear in the statistics presented here. Chapter 3 of the Players Hand- book and Chapter 2 of the Duncron Mastrx’s Guide describe these abilities thoroughly. don't have time to rll up that 1Sth-level druid in time for tonight's game), but as NPCs they aren't appropriate to game play, mostly because of the amount of treasure they pos- sess, Player characters, as dis- ‘cussed in Chapter? ofthe Dun- EON Master's Guide, simply have “more stuff than NPCS. If you want to use Mialee of Tordek as an NPC in your | game, you'll need to make forme odustents—or you can (a simply use the tables in Chap- ‘ter 2 of the Dunceon Master's Guide to quickly create your ‘own NPCs. Ifyou need a spe- cific type, Appendoe 1 can help you out. $SE coos CHAPTER 1: CRIME It happens to almost every party of adventurers sooner or later-a brush with those who live outside the aw. The burglars, con artists, thieves, and assassins who ply their trade in the shadows might be regarded by some s criminals to be hunted down and brought to justice. Others might see them as ust another means to an end: suppliers of hard-to-find gear, invaluable sources for learning what's really going on in town, and people ‘whol do anything for the right amount of money. And smote than a few player characters call those dark alleys ‘home, having grown up on the mean streets themselves Below is an assortment of NPCs who work on the ‘wrong side ofthe law. Use them to populate the shadier spots in your cities or the best tents in your bandit camp. ‘Some will give the PCs fur shake, while others will rob them blind or worse. Some are faceless spear-cariers, while others are recurring villains and patrons you can ‘weave into adventure after adventure ‘These NPCs have been given names, statistics, and tactics, but they're yours to do with what you will. "File off the serial numbers” if you like by changing ability scores, adding or subtracting character levels, or adjusting their gear. A few minutes’ work with « pencil and the rulebooks renders these characters ‘completely your own—even if your players have read this section ——____TYPICAL THUG ‘Call italoan. You give usthe money, and well ave you alone” ‘The thug detailed here represents low-level muscle that most thieves guilds end other criminal organizations have in large ‘measure, Groupsof thugs collec protection money from shop- keepers actaslookoutsforburglars and guard important guild figures. When a show of force is needed, the organization can callout an army ofthese enforcers. ‘When noton some moonlit errand forthe thieves guild, thugs are often unemployed or work jobs requiring ‘manual labor. The promises of riches tobe earned working forthe guild are just that—promises. But in many neigh botBoods, just doing leg-breaker work for the guild has a certain kind of prestige, earning the thug a reputation as "someone you dont want ro mess with.” ‘Although thugs come inal shapes and sizes, halfores strength and intimidating reputation give them an edge. Tne someting dats Lane lk ey os inherently more menacing than a gnome in the same alley. Prypical Thug: Halfore Wart /Rogt; CR 2 Medium- size humanoid (ore); HD 1d8+2 plus td6+2: bp 1; Inie—1 Spd 20 fts AC 15 (touch 9, fla-footed 15); Atk +4 melee (2d444/18-20,falchion) or +4 melee (1d6+3 subdual, sap or 40 ranged (1d443/19-20, dagger); SA Sneak atrack ++1d6; SQ Darkvision 60 fe; AL CE; SV Fore +4, Ref +1 ‘Will2 Ste 16, Dex’, Con 14; Int 5, Wis 6 Cha 8. skills and Feats: intimidate +6, Spot +2; Skill (intimidate. Possessions: Spline mail armor, falchion, sap, 2 bo daggers. Tactics “Thugs wont start fights unless they think chey can wis and even then theyd rather make threats than actuall resort t violence. But when afight breaks out, they’ business, getting into melee as soon as possible and ‘maneuvering to flank their opponents. If they can estab lish a flank, they eagerly sneak attack They gang up om ‘one foe (usually a leader) whenever they can, ignoring others ifnecessar. Faced with spelleasters or particular nimble opponents, thugs try to grapple rather than go toe-to-toe: Their strength (and size against Small cre tures) gives them the advantage in a wrestling match. “These thugs are armed with falchions, but they emplo the more subtle saps and daggers if theyte going somé place where weapons are restricted. They're also stron enough to hold their own in fisticuffs and love a good fight. Alternatively, equipped with better ranged weap ons (bows or crossbows), they fi the bill as bandits, Whether they'te urban muscle or highway robb however, thugs are quick to turn til ifthe fight isn ‘going their way. Crime doesnt pay well enough forthe tout theirlives.on the line, IFetany point there are more thugs doven than opponents, theyll flee—or give ahi and cry for backup. “Radon me, mala. just wanted 0 see the juggler” ‘Teams of youths band together to learn the cutpu trade—picking pockets, snatching purses, and othe snatch-and-grab robberies—at the side of « more exper enced pickpocket. An example of one such gang appear below:a gang of human youths under the watchful eye o an experienced gnome bard “This gang uss a simple, time-honored technique. bard juggles, sings, and displays showy magic while ‘youths infileate the rapt audience. When the perf ance reaches an appropriate climax, the youths gra purses and loose weapons, slit open money pouches, and rake off with whatever they can, ether using the P Pocket skill to leave victims unaware or simply running ppell:mell away from the scene of the crime. The gnor disavows any knowledge of the thieves, completes performance, and rushes back tothe hideout 1 collect share ofthe loot. ‘Any pickpockets worth their salt know that advent cers carry prime loot around with them. Player characters only overcome an encounter with the gang if the successfully avoid being robbed, Ifthe thieves get awa with the goods, the PCs shouldnt ear any exp until they track the thieves down, Medi Pcurpurse: Human Rogt; CR 1humanoid HD tds hp 4; Init +35 Spd 30 fe; AC 15 touch 43, flat-footed 12); Atk +0 melee (144/19-20, dagger) of +3 ranged (4d4/19-20, dagger); SA Sneak attack +1d6; AL CN; SV Fort +4, Ref, Will 0; Str 10, Dex 16, Con 12, Int 14, Wis 10, Cha 13. slalls and Foals: Appraise +4, Bluff +5, Disguise +5, Escape Artist 47, Gather Information +5, Innuendo +4, Perform +5, Pick Pocket 49, Tumble +7; Alertness, Skill Focus (Bick Pocke) Posersion: Leather armor, 3 daggers (belt, boot, and sleeve) ‘Gang Leader: Gnome Bris; CR 4; Small humanoid; iD 464 hp 22;Init+2; Spd 20 AC 14 (Couch 13, fla footed 12); Atk +3 melee (1d4-1, dagger) ot +7 ranged 142 subdual, masterwork whip) SQ Bardic knowledge +5, bandic music 4/day (countersong, fascinate, inspite competence, inspire courage), gnome traits; AL CE; SV For +3, Ref +, Will +4 Str8, Dex 15,Con 14, Ine 12, Wis 10, Cha 4s Skills and Feats: Appraise +4, Bluff +9, Concentration +9, Cather Information +5, Innuendo +3, Perform «9, Pick Pocket +6 Spell Focus (Enchantment), Spell Focus ilu- ‘Gnome Traits: Cantrips, low-light vision; +2 racial bonus on saving throws agains illusions; +1 racial bonus stack rolls against kobolds and goblinoids; ~+ dodge bonus against giants. Cantnps1/day—dancing lights ghost soundt, prestidigia- sso (all as Sort). DO 12, ‘Spells Known (3/3/15 base DC = 12 + spell level): o— st, dtet magi, mage hand, open/close, prstidigtation, sea magic; tst—charm persnt, expeditions retreat, silent. seagrt 2nd—enthrllf, minor imaget Because of Spell Focus (Enchantment) and Spell Focus Illusion), the base save DC for these spelsis 14 + spell level Posessions Amulet of natal armor +t, dagger, master ‘ork whip, wand of hypmatisn, Tactics ‘he pickpocket gangs usual method is for the bard to