TEXT: BY JEFF HARKNESS
  SWORDS & WIZARDRY
  TM
  GUIDEBOOK
  
  Swords & Wizardry 
  Guidebook
  By Jeff Harkness
  Credits
  Design: Jeff Harkness
  Cover Art: Víctor Manuel Leza Moreno
  Interior Art: Josh Hass, Michael Jaecks, George Johnstone, Jason Juta, 
  Marcel Mercado, Florian Stitz, Bryan Syme
  Editing: Wolfgang Baur, Skeeter Green
  Art Direction: Marc Radle
  Layout and Graphic Design: Erich Lazar
  Publisher: Wolfgang Baur
  © 2018 Open Design LLC
  Kobold Press, Midgard, Open Design, and their associated logos are trademarks of Open Design.
  Product Identity: The following items are hereby identified as Product Identity, as defined in the Open Game  
  License version 1.0a, Section 1(e), and are not Open Content: All trademarks, registered trademarks, proper names 
  (characters, place names, new deities, etc.), dialogue, plots, story elements, locations, characters, artwork, graphics,  
  maps, sidebars, and trade dress. (Elements that have previously been designated as Open Game Content are not  
  included in this declaration.)
  Open Game Content: The Open content in this book includes the monster names and descriptions,  
  spells, and monster statistics.
  No other portion of this work may be reproduced in any form without permission.
  KOBOLD PRESS
  PO Box 2811
  Kirkland WA 98083
  www.KoboldPress.com
  TM
  
  2
  A
  dmit it. You’ve built your perfect Swords & 
  Wizardry character and have just started picking 
  out your spells. And then you hit that wall, you 
  know the one, that moment when you just wish, really 
  wish, that you had something more, something extra to 
  throw at the Referee’s seemingly never-ending bag of vile 
  monsters, something new and unexpected that might give 
  you the edge for once. Swords & Wizardry gives you the 
  tools, but sometimes you really need that something extra 
  wow factor to push your character over the top. 
  Kobold Press to the rescue! 
  What you have here is a collection of new character 
  races and spells drawn from the Midgard Campaign 
  Setting and adapted to the Swords & Wizardry rules. 
  You’ll find spells to let your character dance around 
  mountain ledges like a surefooted goat, spells that 
  cloak your character in gears that explode outward 
  with a thought, and even a powerful spell to call forth a 
  devastating umbral storm from the Shadow Realm. You’ll 
  also discover the magical ley lines crisscrossing the world, 
  and how to tap into them to bolster new and old spells—
  or to unknowingly unleash a terrible backlash as your 
  magic backfires.
  You might even want to skip the elf, dwarf and 
  halfling fantasy staples and try one of the new character 
  races presented herein, from the mechanical creations 
  known as gearforged, to the noble dragonkin, and the 
  untrustworthy ravenfolk. Even kobold and minotaur 
  characters are possible in this Midgard supplement.
  Don’t fret Referees, we wouldn’t give all the good stuff 
  to your players. You’ll also find plenty of new monsters 
  just for you that they won’t be expecting, from the blind 
  cave dragons, to the obese flab giants (don’t let them sit 
  on you!), and the mischievous and ill-mannered alehouse 
  drakes (always ready to push a crowd into a good 
  barroom brawl). Mixed in with these new monsters, you’ll 
  get a taste of the Midgard setting, from a brief survey of 
  the 10 regions of the world, to how some of those new 
  monsters fit into this massive world. 
  So roll those dice and finish that character. Midgard is 
  ready for you.
  Want Something More?
  
  3
  E
  nter the world of Midgard, a shared vision built 
  over many years by Kobold Press. It began with 
  collaborative adventures and supplements describing 
  the trade city of Zobeck, and it soon expanded to detail 
  territories outside the city. The setting now continues in 
  this Midgard Guide adapted for the Swords & Wizardry 
  rules, packed with options for players and Referees of the 
  land’s races, regions, monsters and spells.
  Let your adventurers begin their tales and build their 
  legends in one of Midgard’s realms!
  World of 
  Mysterious Power
  From the days of titanic struggles between giants and 
  dragons, to the time of warring gods, Midgard has been a 
  world of great powers and endless change, triumph, and 
  conflict. Its primary races—dragonkin, dwarves, humans, 
  kobolds, minotaurs, and ravenfolk—have each held vast 
  kingdoms, while just as many lesser races have fought to 
  establish nations of their own, from goblin warbands to 
  nomadic gnolls. And even among those that have held 
  sway over entire realms, glory can be fleeting and no 
  nation lasts forever. The giants rose and fell long ago. More 
  recently, the elves have largely abandoned the mortal 
  world, having retreated to the Summer Lands of the fey 
  and the Shadow Realm for darker courts and minions.
  The world’s magic is powered by ley lines, rivers of pure 
  magical energy that can fuel a wizard’s power, or can help 
  a villain’s plan unfold. This magic enables swift travel 
  along shadow roads and down catslide alleys, connecting 
  distant realms for those daring enough to find, unlock, 
  and travel on these roads. 
  To understand those places and their connections, here 
  is an overview of 10 great regions where adventure awaits, 
  with a quick summary of important places, events, and 
  history in each area.
  The Crossroads
  Here lies the heart of Midgard: The Free City of Zobeck, 
  whose Revolt 90 years ago forged a thriving city ruled 
  by freemen and gave birth to a trading hub famous 
  throughout Midgard for its alchemy, new bright star and 
  shadow magic, steamworks and egalitarianism. Known 
  for its magical clockwork masterpieces, its magnificent 
  Arcane Collegium, and its status as a protectorate of 
  Rava, the Gear Goddess, it is a bustling city of glorious 
  achievements and dark, deadly alleyways.
  A New World Awaits!
  
  4
  Just outside the city grows the vast, living Margreve 
  forest, where unusual creatures roam, Baba Yaga 
  sometimes treads, and the plotting shadow fey still hold 
  sway. These shadow fey live across the border into the 
  Shadow Realm, a place of black magic and courtly death.
  The 14 dwarven Ironcrag Cantons in the Ironcrag 
  Mountains border the vampire realm of the Blood 
  Kingdom and the dwarves are stout enemies of the 
  undead in both the Blood Kingdom and the underground 
  Ghoul Imperium residing below. While their axes are 
  sometimes for sale, when danger threatens their cantonal 
  halls, all dwarves unite to drive away the common enemy.
  Also in the Crossroads region are the Magdar Kingdom, 
  a land of rolling grasslands, noble knights, fickle 
  mercenaries, and massive war wagons, many of which 
  are built in Zobeck. To the east of Zobeck is the Duchy of 
  Perun’s Daughter, a realm renowned for the demigoddess 
  who rules there: Vasilka Soulay, daughter of the storm 
  god Perun. Just as important are its Amazonian archers, 
  and its schools for the learned and the wise. This small 
  but powerful duchy also hosts many elvish ruins from the 
  days of the Valeran Empire.
  The Crossroads is rife for urban adventure and intrigue, 
  old-school dungeon delving, and the discovery of ancient 
  secrets long buried…
  Blood Kingdom 
  Black King Lucas, the vampire lord of the Blood Kingdom 
  of Morgau, has recently seized the entire Kingdom of 
  Krakovar for himself, in a daring series of lightning 
  strikes with undead allies and malign magic to shatter 
  and overwhelm that land’s rightful rulers. His troops have 
  secured new province, which they name “Krakovar,” and 
  his vampire and ghoul allies slaver at the thought of new 
  feasts and new human peasants to grind beneath their 
  heels.
  In addition, King Lucas claims the Margreve forest for 
  himself, ever sending his undead soldiers into the forest’s 
  heart and threatening Zobeck’s many trade caravans.
  While the new province suffers under the lash of evil 
  masters, all is not lost. Sister Adelind, a shield maiden of 
  Sif, died in the defense of the realm, though not before 
  stabbing the notorious vampire lord Otmar the Sallow 
  through the heart with her radiant spear, incinerating him 
  utterly. Many of the decent folk of Krakova pray to Saint 
  Adelind for help, and resist the efforts of the invaders to 
  build the Red Temples of the Blood Goddess and feed her 
  ever-hungering altars.
  The Blood Kingdom is a place of terrors, but some of its 
  people remain truehearted, and surely someday, the rule 
  of King Lucas will end. Adventurers in its borders will find 
  many opportunities to help the meek and innocent, and 
  strike down the ghost knights, the mercenaries and the 
  dark priests of Marena who rule the realm.
  Rothenian Plains 
  Bold centaurs, opportunistic Kariv gypsy bands, fierce 
  Kazzakh nomads, and even Baba Yaga’s dancing hut 
  wander the Rothenian Plains, a land of endless grasslands, 
  river barons and cities on horseback. The inhabitants of 
  the Plains are brave and bold, but there is much abyssal 
  evil to be fought here.
  From the nine cities of Niemheim, where infernal 
  gnomes practice sacrificial rites to please the lords of the 
  Eleven Hells, to the wizardly Master of Demon Mountain, 
  whose motives are unknown, but who has a hand in 
  most plots and tragedies in the plains, to the kingdom of 
  the Ruby Despotate, ruled by the erratic and iron-fisted 
  Veltrin the Glittering King, a follower of the cruel White 
  Goddess. Veltrin’s servants scour the grasslands, capturing 
  slaves to work the kingdom’s fields, mines, or galleys’ oars; 
  
  5
  and his strong navy controls much of the Ruby Sea with 
  its infamous demon-prowed black ships.
  To the north rests Domovogrod, the tiny Silver 
  Mountain Kingdom, a benevolent realm ruled by Prince 
  Araka and Princess Caisa, virtuous siblings who rule 
  with wisdom, fairness, and loyalty. They are descendants 
  from a great silver dragon, who himself was a grandchild 
  of the Great World Serpent Veles. Domovogrod’s kind 
  and hardworking halflings are known as the Winter Folk. 
  They are cunning warriors despite their small size, kind to 
  their snow cat companions, and more than willing fight 
  alongside humans and dwarves to repulse invasions of 
  southern slavers and northern trolls, giants and wolves.
  Gypsy magic, centaur steel, demonic servants, and 
  the gratitude of dragons await adventurers braving the 
  Rothenian Plains.
  The Seven Cities
  The clash of endless war rings eternal in the lands of the 
  Seven Cities, which both revel in, and depend upon, the 
  economies of war, even setting aside a season for it and 
  creating intricate rules and codes of siegecraft.
  Among the many warring fiefdoms adventurers will 
  find the August Republic of Valera, which commands 
  feared legions of humans and centaurs; the Green Duchy 
  of Verrayne, where the druidical order of the Oaken Ring 
  and the mighty heroes of the Black Band protect the East 
  from invasions of goblins and the twisted monstrosities 
  from the Wasted West.
  Here too, is the mighty Theocracy of Kammae 
  Straboli, led by a powerful Oracle, who has chained and 
  imprisoned Nethus, the former god of the sea, and now 
  uses his deific powers for her own purposes.
  To the south, you will find the Maritime Republic of 
  Triolo with its magnificent navy and fierce privateers 
  and its ally, the minotaur-ruled Serene Isle of Kyprion, 
  besieged by the navies of the expanding Dragon Empire 
  of the Mharoti. Most recently, it has been absorbing a tide 
  of refugees fleeing the fall of the Grand Duchy of Illyria, 
  once an ally to Triolo, now another in the long string of 
  draconic conquests.
  Adventures in this region include discovering ancient, 
  elven secrets, restoring the glories of the imperial past, 
  questing for fame, fortune and power, descending into the 
  darkness under ancient imperial ruins, settling ancient 
  rivalries, protecting trade routes against draconic raiders, 
  and fighting to free Illyria from the Mharoti yoke.
  The Northlands
  The Northlands of Midgard are a study in opposites. A 
  land of deadly beauty, they have sights that can be seen 
  nowhere else on Midgard; but if you find yourself outside 
  for one midwinter’s night without fire, you are a frozen, 
  icy meal for wolves by morning. Like the lands they 
  inhabit, the people here are a mosaic of contrasts: fierce 
  and fearful, honorable but cruel, hospitable but vengeful, 
  fateful and furious.
  The Northmen consider themselves fair and honorable, 
  but indulge in interminable blood feuds and dark, hateful 
  magic. Their grim and bloody Vaettir warriors wage 
  war and blood feud even beyond death, with the help of 
  beautiful, immortal Valkyries. The Northmen were bold 
  enough to steal the secrets of magic from the Gods and 
  the Fates, but they fear both these powers to their bones, 
  to the point of silly, paralyzing superstition.
  The Northlands are home to many exotic and strange 
  kingdoms: Bjornheim, the kingdom of Talking Bears, and 
  Wolfheim, the grey kingdom of the Wolves Who Walk like 
  Men. Also here are ancient dwarven halls, some inhabited 
  by doughty dwarves, and some by the ghosts of their 
  fallen ancestors. In the mountains are Jotunheim, the city 
  of the giants, offshore lies the icebound Island of Loki, 
  and the skies sometimes howl under the thunderstorm 
  fortresses of the cloud giants. In the furthest north stands 
  the icy lair of the God of the North Wind, Boreas, who 
  wishes to spread his frozen halls and living glaciers across 
  the face of Midgard. Will you take up the axe and shield, 
  and dare the fateful dangers and golden treasures of the 
  Northlands?
  Grand Duchy of Dornig 
  Sometimes called the Domains of the Princes for its 
  many lesser nobles and pretends, the Principalities of the 
  Grand Duchy of Dornig have a deep and troubled history. 
  Here petty elfmarked lords squabble over the scattered 
  northern lands of the once great elven empire of Valera, 
  abandoned hurriedly during the Elven Retreat. The 
  elderly, elven Imperatrix of the Grand Duchy retained a 
  tenuous throne, while her great-greatgreat-grandchildren 
  squabbled over every castle, honor and knighthood in 
  the Grand Duchy, and each hoping to be next in line to 
  replace the ancient Elf Queen. For a time, many thought 
  she would never die, but rule for centuries while keeping 
  her courtiers dancing to her tune. All that jockeying at 
  the foot of the Golden Sphinx throne has recently taken a 
  darker turn, since the Imperatrix has fallen into a coma, 
  from which none seem able to revive her.
  The Grand Duchy is a place of elfmarked intrigue, 
  played over decades, if not centuries, and a land of hidden 
  elven secrets and treasures; some better left unfound. It is 
  a kingdom of deep, primeval forests, and forests tainted 
  by ancient magics and hidden diabolism. Here in the 
  Grand Duchy you can also find the bustling but suborned 
  Free City of Salzbach, with its many guilds and hidden 
  aberrations.
  It is a place where an adventurer with a strong sword 
  arm, a headful of spells, and a glib tongue can win him or 
  herself a fine, petty barony, rife with trouble. Enter both 
  the dark forests and the glittering elvish courts of Dornig 
  at your own precarious discretion, however, for both are 
  deadly dangerous, and many of the Grand Duchy’s most 
  powerful are choosing sides for a succession struggle 
  that most await with dread—and a few with delight and 
  bloody glee.
  
  6
  Dragon Empire
  In the empire forged by the 
  legendary dragon Mharot, the 
  Dread Sultan seeks to expand 
  the borders of his desert realm 
  into the lush farmlands of the 
  Crossroads to the north, the 
  islands and coasts of the Seven 
  Cities to the west, the vast plains 
  of Khandiria and Ishadia, and the 
  magic-ridden riverlands of Nuria 
  Natal to the south. Ruled with a scaly fist by 
  powerful dragon lords and their dragonkin 
  descendants, this young and growing empire 
  inspires fear in all on their borders. Often the best 
  solution for its neighbors is to pay tribute, lest they fall 
  to claw and fire.
  Conquest, trade and tribute have led to a Golden Age 
  of prosperity in the young empire, and the markets of 
  the empire’s cities are unrivalled. Masterwork jewelry, 
  armor and weapons are commonplace; golden treasures 
  are found in abundance here. Even mighty war oliphants 
  and battle lizards are available  
  for purchase, if you dare to ride them!
  The Empire’s most recent conquest is the Grand Duchy 
  of Illyria, once called Land of a Thousand Heroes, 
  despite its sky militias of hippogriff riders and stout 
  defenders in hills and mountains. Clever dragon 
  generalship and overwhelming numbers eventually 
  brought Illyria low, though at a price in blood and 
  sorrow. To make up that cost, the newly conquered 
  lands are being quickly turned into defensible towns and 
  productive mines, the better to feed gold, silver, and steel 
  to meet the needs of the Mharoti armies, and to fuel their 
  next conquests. 
  The wealth of the Empire has led to an explosion of 
  draconic art and architecture. The largest building in 
  Midgard, the Temple of Veles, is found in Harkesh, the 
  magnificent capital of the Empire. Harkesh surpasses 
  any other capitol, with its mighty elemental temples, 
  its schools of philosophy, magic and theosophy, as well 
  as fractious schools of brawling elementalists, where 
  dragonkin Wind Palm devotees vie with scaly Fiery Fist 
  monks for bragging rights.
  Adventurers can find draconic intrigues, unique 
  treasures, and dragon hoards, and fabulous glory and 
  fame fighting against (or for) the kobold and dragonkin 
  conquerors.
  Wasted West
  Once home to prosperous human kingdoms ruled by 
  powerful magic-users, dotted with ivory towers and flying 
  cities and fortresses, the western heartlands of Midgard 
  fell to warring among themselves. Raining acid on their 
  enemies, summoning mind-warping monstrosities, 
  sacrificing whole populations to bend ley lines and reality 
  to their will, the great mage-kings reduced green forests 
  and lush farmland to dry, blasted deserts, populated 
  by twisted dust goblins and reduced to scrounging for 
  ancient magics and lost science.
  The Wasted West is a howling wilderness with nothing 
  but goblin raiders and a few vastly powerful (and power 
  mad) magocracies. One of these is the White Kingdom 
  of Bourgund, known for its sweet perfumes and foul 
  corruptions; and another the Mage Kingdom of Allain, 
  home to the powerful and victorious survivors of the 
  Mage Wars.
  Also to be found here is the Seat of Mavros, where the 
  god of war first trod the soil of Midgard and showed men 
  how to use fire and steel. Now it is a sprawling fortress 
  shrine, where pilgrims from the Seven Cities and beyond 
  come to buy the favors of the war god.
  Stalking through the wastelands are strange, enormous 
  Dread Walkers, creatures summoned by vile rituals and 
  constrained to move slowly in time. These are the god-
  totems of the dust goblins, and the mere sight of them 
  sometimes shakes the courage of great heroes. No wonder, 
  then, that many of the great magical treasures of the 
  region remain undisturbed.
  Ancient treasures, magic and technology can be found 
  here by brave adventurers, if they can survive the goblin 
  raiders, the warped and hellbound monsters, and worse, 
  that dwell here.
  
  7
  The Southlands
  Here, the deserts abound with forgotten tombs, swift sand 
  skiffs, and nomadic spirit talkers. The tall grass of the 
  savannahs hides lost cities and fierce warriors, and the 
  dense jungles swarm with living vines that choke the life 
  from careless visitors.
  Those brave enough to set forth into the Southlands’ 
  burning sands, fierce jungles, wild coasts, and ancient 
  cities can find riches beyond imagining—and perhaps 
  even a spark of divinity itself, the remains of the divine 
  magic of a race of titans. For most, though, only death 
  awaits, for the Southlands have a reputation for demonic 
  cults, horrific monsters, and heavily warded tombs.
  The great ley line mages of the River Kingdom of Nuria 
  Natal are the oldest and most powerful arcane tradition 
  of Midgard, and their magics were taught to them by the 
  living gods who still walk among the cities of Nuria: Aten, 
  Bastet, Horus, Isis, and Ptah! Their magic is great, but 
  their rulers are divided, keeping the River Kingdom from 
  overwhelming its neighbors. Some of those neighbors 
  are small free cities, such as the Free City of Siwal with its 
  sandships, or the Horus-bound legions of Makuria.
  Nearer the Seven Cities stands the remains of Roshgazi 
  and Cindass, great minotaur cities razed by dragon fire 
  and then slowly, ever so slowly rebuilt. Their power is 
  small, but the minotaurs are great seafarers and keep a 
  long memory. In time, their fallen kingdoms will surely 
  prosper once more.
  Finally, along the eastern shore of the Southlands 
  stretches the Corsair Coast, a tangle of slavers and 
  freeholds, gold and jewel mines, sealed demonic cities and 
  angelic ruins, and plunder and action. This land is not for 
  the faint of heart!
  
  8
  The Shadow Realm
  The Shadow Realm is a dark reflection of Midgard, a 
  shadowplane of flickering reality just the other side of 
  a planar door, just two steps off the true path of a road. 
  With dark reflections of the mortal world, it is haunted by 
  shadow fey, undead, and creatures of strange temptations 
  and corruptions—as well as, truth be told, wellsprings of 
  enormous power and weapons of tremendous prophecies. 
  Those who have visited and return tell of a charcoal 
  sky, rich in stars and luminous clouds, but never true 
  sunlight, and never full dark. Some say that the land itself 
  echoes Midgard, with fey settlements on the other side of 
  the veil from human ones in Midgard. Strangest of all are 
  its waters and rivers, which seem to have minds of their 
  own and to carry great ley line energies and cast spells of 
  their own, spells that empower a warrior’s arm, or taint a 
  priest’s spirit, smoothly guide a rogue’s knife, or cloud a 
  magic-user’s mind with forgetfulness and despair.
  Within the Shadow Realm, the shadow fey are strong 
  and their courts and kingdoms are a large part of the 
  place. Their enemies, the bearfolk, are likewise far more 
  common in Shadow than in the mortal world. Fey 
  creatures, darakhul, and hideous abominations best 
  forgotten are all part of the cities, nations, and tribes of 
  the Shadow Realm, always shifting, far more fickle than 
  human or dwarven kingdoms. 
  Rife with magic and ancient secrets, but also riddled 
  with pitfalls for both body and soul, the Shadow Realm 
  is a place where the lands and its magic follow different 
  rules than most places. The rewards are also often highly 
  magical and entwined with fate and destiny—what better 
  place for a hero to visit?
  
  9
  Contents
  Chapter 1: Character Races ...................10
   
  Dragonkin ...................................................11
   
  Gearforged ................................................. 12
   
  Kobolds ...................................................... 14
   
  Minotaurs ...................................................15
   
  Ravenfolk ................................................... 16
  Chapter 2: New Monsters ....................... 18
   
  Alseid ......................................................... 19
   
  Bearfolk ..................................................... 19
   
  Behtu ......................................................... 19
   
  Bone Crab ..................................................20
   
  Bucca .........................................................20
   
  Clockwork Abomination ............................20
   
  Clockwork Hound ...................................... 21
   
  Darakhul  ................................................... 21
   
  Devil, Gilded ..............................................22
   
  Dinosaur, Spinosaurus ............................... 23
   
  Dragon, Cave .............................................24
   
  Dragon, Mithral  ........................................ 25
   
  Dragon, Sea  ...............................................26
   
  Dragon, Void ..............................................26
   
  Dragon, Wind ............................................. 27
   
  Drake, Alehouse ......................................... 28
   
  Fellforged  .................................................. 28
   
  Firegeist .....................................................29
   
  Frostveil .....................................................29
   
  Giant, Flab .................................................29
   
  Golem, Eye................................................. 30
   
  Golem, Hoard .............................................31
   
  Gray Thirster ...............................................31
   
  Lich Hound ................................................ 32
   
  Living Wick ................................................ 32
   
  Lorelei ........................................................33
   
  Map Mimic .................................................33
   
  Millitaur......................................................33
   
  Nkosi ......................................................... 34
   
  Oculo Swarm .............................................. 34
   
  Ramag .........................................................35
   
  Risen Reaver ...............................................35
   
  Sarcophagus Slime ..................................... 36
   
  Shadow Fey Hunter .................................... 36
   
  Spider Thief ................................................ 36
   
  Suturefly .....................................................37
   
  Temple Cat ..................................................37
   
  Treacle ....................................................... 38
   
  Trollkin  ..................................................... 38
   
  Vapor Lynx  ................................................ 38
  Chapter 3: Ley Line Magic ......................40
   
  Power of the Land ....................................... 41
   
  Using Ley Lines ..........................................42
  Chapter 4: New Spells .............................44
   
  Spell lists .................................................... 45
  
  10
  1
  M
  idgard is home to unique character races with their own motivations 
  and beliefs. The following races—dragonkin, gearforged, kobolds, 
  minotaurs, and ravenfolk—are designed to supplement the fantasy 
  staples found in the Swords & Wizardry rules, to help you bring the Midgard 
  setting to life with the creatures that truly call it home. As always, these are to be 
  used at the discretion of the Referee.
  Character Races
  
  11
  Dragonkin
  Although they’re the youngest race in Midgard, the 
  dragonkin have expanded at a startling—some might say 
  alarming—rate across the southern reaches of the world. 
  It’s known that the race arose in the Mharoti Empire, but 
  beyond that, its origin is shrouded in mystery. 
  At first glance, dragonkin appear to be a hybrid of 
  humanoid and dragon, but dragonkin react with near-
  violence to any such suggestion. They are fiercely proud 
  of their draconic blood, and they reject the notion 
  that it’s diluted by anything less pure. They look down 
  with disdain on other humanoids, including kobolds. 
  Dragonkin are a race of great presence and ability, but 
  they are driven by arrogance and greed. Despite the 
  youth of the race overall, they have won so many battles 
  and wield so much power that few can begrudge their 
  arrogance.
  Draconic Bearing 
  The dragonkin are humanoid in form, but their 
  connection to dragons is unmistakable thanks to the 
  colored scales that cover their bodies. They have three-
  fingered hands and three-toed feet, and each digit is 
  tipped with a sharp talon. Many dragonkin have frills 
  or crests on the crowns of their heads; sometimes these 
  extend down the backs of their necks. They have short 
  but distinctly dragonlike snouts, and their teeth are suited 
  to tearing meat. Males and females are visibly distinct, 
  though all dragonkin are solidly built. Males are slightly 
  taller with shorter tails, are horned or crested, and are 
  considerably thicker and heavier. Female dragonkin are 
  more wiry than males, and they have longer, lashing tails. 
  Instead of horns or crests, females tend to have frills. 
  Despite an individual dragonkin’s appearance, they 
  all project a sense of great destiny that other races, even 
  nonscaly, find compelling. 
  Divergent Heritage 
  Dragonkin divide themselves into the “Four Elemental 
  Kinds,” or (supposedly) purebred lineages. In reality, a 
  great deal of intermixing has occurred between the kinds 
  and hybrids are common. The amount of snobbery 
  about this “purity” among dragonkin is no more 
  or less prevalent than the discrimination found 
  among other races, but among dragonkin, 
  even the lowliest hybrid dragonkin is viewed as 
  superior to any other sort of creature. The kinds 
  correspond to varieties of Midgard dragons that are said 
  to have been involved in the origin of the dragonkin: 
  flame or fire, wind or storm, stone or cave, and wave or 
  tide. Interbred dragonkin aren’t separated by type but are 
  collectively called the edjet, or soldier dragonkin. 
  Dragonkin can see in the dark (darkvision) to a range 
  of 60ft. Dragonkin gain a +4 bonus on saving throws 
  against one type of damage based on their heritage (so 
  fire for red dragon heritage, cold for white or wind, etc.). 
  They stand over 6ft tall and weigh around 300 lbs. In 
  Midgard, five subraces of dragonkin exist, determined by 
  the type of dragon from which they descended. These are 
  the four elemental kinds the mixed heritage dragonkin. 
  (Other types of dragonkin can exist as determined by the 
  Referee.) Dragonkin reach maturity by the age of 20. They 
  can live beyond 100 years, but it’s unknown just how old 
  the can become.
  Flame or Fire Dragonkin 
  The most common of the Four Elemental Kinds are 
  the proud, boisterous flame dragonkin. They can be 
  insufferable braggarts, inspiring leaders, and sometimes 
  both. They bear yellow, golden, or orange scales, and 
  red crests. Flame dragonkin are strong, and they enjoy 
  proving their superior strength. They gain a +4 bonus on 
  saving throws against fire.
  
  12
  Wind or Storm Dragonkin 
  Wind dragonkin are only slightly less common than 
  flame. They are driven by a desire to know the world. 
  They urge their kind toward expansion and conquest, but 
  less from a desire to rule than from a desire to understand 
  and experience. The wind dragonkin have blue, white, 
  silver, or gray scales, with black crests. Wind dragonkin 
  are studious and knowledgeable but far from passive. 
  They gain a +4 bonus on saving throws against electricity 
  or lightning.
  Stone or Cave Dragonkin 
  The stone dragonkin are the most stoic and hardy of the 
  Elemental Kinds. What seems to outsiders like reserve is 
  really patience; stone dragonkin don’t reach conclusions 
  without evidence and don’t jump into action without 
  considering the consequences. When they do act, it’s 
  with the same intense ferocity as any of their kin. Stone 
  dragonkin grow scales of gray, black, or rarely, white. 
  Their crests or frills are purple or white. Like the stolid 
  dragons that are their forebears, stone dragonkin are the 
  most resilient of their ilk. They gain a +4 bonus on saving 
  throws against acid.
  Wave or Tide Dragonkin 
  The least numerous of the Elemental Kinds, the wave 
  dragonkin have gold, blue, or green scales with bright 
  green or yellow crests. This breed of dragonkin find 
  success as spies and tacticians. Some take up the priest’s 
  mantle, most often in service to Seggotan, the sea god of 
  the Dragon Empire. Wave dragonkin are perceptive and 
  strong-willed. They gain a +4 bonus on saving throws 
  against cold.
  Edjet or Soldier Dragonkin 
  Despite the dragonkins’ love of their own racial purity, 
  interbreeding between the subraces does happen. The 
  result is usually an edjet. They’re recognizable by their 
  brassy or tan scales with black or rust-colored crests. 
  Edjet make up a large segment of dragonkin presence in 
  the Mharoti armies, serving as heavy infantry and shock 
  troops. Despite the dragonkin’s usual slow speed, edjet 
  have fast reflexes and keen aim. They receive a +2 bonus 
  against each damage related to their mixed heritages (so 
  an edjet might receive a +2 against fire and a +2 against 
  cold for a flame and wave dragon heritage).
  Because of their strength and innate magical nature, 
  dragonkin characters tend to be fighters or magic-
  users. They may advance with no limit in either class. 
  Paladins have been known to exist, as have clerics, 
  but these classes are limited to 9th level and may 
  not advance beyond this point. Most are too proud 
  to steal like common thieves, but such creatures 
  might be found but are limited to 6th level. 
  Dragonkin who are not player characters might 
  have abilities that differ greatly at the Referee’s 
  discretion.
  Gearforged
  Originally created as powerful soldiers, gearforged 
  must now find their own paths to navigate the second 
  life they’ve been given. Many devote themselves to 
  civil service, others to their gods. Some dedicate their 
  extraordinarily long lives to the pursuit of knowledge. A 
  few, naturally, seek out lives of adventure. 
  The gearforged are an artificial race. More importantly, 
  its members are created one at a time and come from a 
  vast array of backgrounds. Nevertheless, they maintain 
  rich traditions of history, culture, and spirituality all their 
  own, largely because of the influence of the race’s patron, 
  the gear goddess Rava.
  
  13
  Form and Function 
  All gearforged were once other creatures with flesh and 
  blood bodies, but their conscious minds were transplanted 
  into articulated bodies of iron, steel, brass, and wood, 
  driven by pistons and springs. Each is as distinctive in 
  appearance as other people are. Some entities spend a 
  fortune on these new bodies, while others scrape together 
  anything that will work—especially if the subject is aging 
  or ill. 
  All gearforged are made in humanoid shape. The 
  vast majority fall into one of two styles: those that are 
  roughly human-sized, with articulated joints, hands, feet, 
  and crystal lens eyes; and a version made by dwarves 
  that mirrors their shorter, stouter body shape. Dwarf-
  like gearforged are more common in the cantons of the 
  Ironcrags than in the Free City of Zobeck, but they’re 
  universally accepted as receptacles for dwarf souls. 
  Gearforged mechanisms are more than mechanical, 
  because gearforged are machines with souls. Their arms 
  and legs are driven by everwound springs. Their minds are 
  actuated by memory gears, transverse cognition gearing, 
  and the marvel of a soul gem connected directly to a maze 
  of silver and mithral steam, spark, and magical conduits. 
  These elements reside in a shell of iron, brass, and steel.
  Gearforged are as tall as either dwarves or humans, but 
  they weigh between 250 and 300 lbs. The soul inhabiting 
  a gearforged can be any age. As long as its new body is 
  kept in good repair, there is no limit to how long it can 
  function. Since their consciousness and soul reside in 
  a soul gem to animate a mechanical body, gearforged 
  creations do not need to eat, drink, sleep, or breathe. This 
  means they are unable to gain any benefits from potions, 
  but provides immunities to disease, poison and poisonous 
  gases. While they don’t need to sleep, they do need to 
  rest to perform self-maintenance to keep their bodies in 
  working order (this roughly corresponds to the rest other 
  characters need each day). Since they are not truly living, 
  breathing creatures, they gain only one-half the hit points 
  from cure spells. Thanks to their metal bodies, however, 
  gearforged characters start with an Armor Class of 7[12]. 
  They can wear other armor, but it costs double to outfit 
  them because of their mechanical nature.
  Gearforged can even be raised from the dead—after a 
  fashion. If they are killed but their soul gem and memory 
  gears remain intact, they can be restored to life if their 
  body is repaired. Restoring the body and reintegrating the 
  soul gem and memory gears is 500gp plus the cost of the 
  repairs (typically 1d4x50gp). If the body was destroyed 
  but the soul gem and memory tapes remain intact, they 
  can be implanted into a new body at a standard cost 
  of 10,000gp. The only other magic capable of bringing 
  a gearforged back from the dead is a wish spell, which 
  restores them fully.
  Gearforged almost exclusively choose to become 
  fighters (which they can advance in without limit). While 
  the mysteries of arcane magic are mostly lost upon the 
  gearforged, many mechanically inspired spells have been 
  created to allow them to become true spellcasters. Their 
  mechanical bodies limit them to 9th level as magic-users, 
  however. A surprising number choose to become clerics of 
  Volund the Smith or Molech Childeater. Their mechanical 
  natures again limit them to 9th level as clerics. Gearforged 
  thieves are possible, but limited in advancement to 6th 
  level. Gearforged who are not player characters might 
  have abilities that differ greatly at the Referee’s discretion.  
  Gearforged Components 
  The range of gearforged anatomy in all its variants is 
  remarkable, but all gearforged share some common parts: 
  Everwound Springs: These magical springs provide 
  energy over long periods, effectively acting as the power 
  sources for most of the gearforged’s moving parts. A 
  broken everwound spring results in the loss of function in 
  that digit or limb. 
  Soul Gem: The mind of a gearforged creature is as 
  sharp as that of any flesh-and-blood soul, but it is more 
  portable. The animating, vital principle of a gearforged—
  its will, its personality, its mind—are retained in a soul 
  gem. Its destruction means the death of that gearforged. 
  Memory Gears: These delicate constructions are 
  scroll-like ribbons pierced with thousands of pinholes and 
  wound about with tiny enchantments of great complexity. 
  The memory of a gearforged for all the days after its 
  creation lives in the memory gears. Older gearforged have 
  many such gears, and the material component for the 
  magic to create them requires one new gear for every 10 
  years of life. Installing one requires one day’s work and 
  2000gp. 
  Clockwork Gods 
  Looking for patrons for your clockwork clerics? Here are 
  two options:
  Volund: Based on the wandering smith of Germanic 
  and Norse legend (called variously Wayland, Waylon, 
  or Veyland), Volund goes about the world teaching the 
  secrets of forging, crafting, and clockwork magic to those 
  who need them. 
  Molech: Based on the Canaanite god Moloch, this evil 
  being is associated with fires and child sacrifice. His 
  domain grew to include clockwork due to the association 
  with furnaces.
  Race
  Alignment
  Symbol
  Volund 
  the Smith
  Law
  Crossed hammer  
  and wrench
  Molech 
  Childeater
  Chaos
  Black furnace  
  with demonic grin
  
  14
  Other gearforged can read memory gears salvaged from 
  a dead gearforged, but it’s a complex, time-consuming 
  process. It’s also viewed with some alarm by most 
  gearforged, since it is akin to peering into the most private 
  details of a creature’s life. Installing a used memory gear 
  into a new or existing gearforged requires at least one 
  week before the recipient can interpret and understand 
  the memories.
  Kobolds
  Of the smaller races, the kobolds have adapted best to the 
  changing world. Enslaved long ago by reaver dwarves, 
  kobolds quickly carved a niche for themselves as miners, 
  scouts, and tinkerers: small enough to be useful, and 
  also small enough to be dismissed as a threat. At 
  first they were tolerated, then largely ignored. As 
  a result, the shadows of dwarven society are rife 
  with kobold rogues and entrepreneurs (many 
  of them secret worshippers of Loki), seemingly 
  subservient but busily trading dwarven goods for 
  resources extracted from the dwarves’ own mines and 
  storehouses, right under the noses of their “masters.” 
  Free kobolds defend their mines viciously but otherwise 
  maintain the ruse of a harmless and subservient little 
  folk—at least until the opportunity to sheathe a knife in 
  someone’s kidneys presents itself. 
  Many other small races have adopted the kobold’s 
  strategy, including the worship of Loki, embracing his 
  cunning ways and the advantages of guile and cunning 
  over brawn and bravado.
  Subterranean Survivors 
  More than anything, kobolds are survivors. Their scaly 
  skin and keen night vision (darkvision 60ft range) as well 
  as their dextrous claws and sensitive snouts make them 
  quick to sense danger, and their clawed feet move them 
  out of danger with cowardly speed. They are small but 
  fierce when fighting on their own terms, and their weight 
  of numbers helps them survive in places where larger but 
  less numerous races can’t sustain a settlement. They are 
  great miners, good gearsmiths, and modest alchemists, 
  and they have a curiosity about the world that frequently 
  gets them into trouble. They are merchants to both the 
  surface world and the world beneath it, with their greatest 
  cities hidden deep below the earth. Their enemies are the 
  diabolical gnomes, the dwarves, and any other mining 
  races that seek dominance of dark, rich territories. 
  The kobold King of Kings rules from Harkesh, the 
  capital of the Dragon Empire, where kobolds form a 
  large middle class known as the kobaldi. Some even 
  own human and dwarven slaves. Here, kobolds carry 
  themselves upright, see themselves as naturally superior 
  to the hairy races, and swagger about their business. 
  Mharoti kobolds loudly demand the respect of others and 
  greatly disconcert those accustomed to the paranoid and 
  sniveling kobolds found in the rest of Midgard. That same 
  sniveling still goes on in Harkesh, but the kobaldi reserve 
  it for their dragon masters. 
  Machine Speech  
  Machine Speech is a whistling, clicking language that’s 
  incomprehensible to non-gearforged ears. Speakers of 
  Machine Speech claim that the Clockwork Oracle of the 
  Free City of Zobeck speaks in this form, and that their 
  speech is faster and purer than any language of flesh-
  and-blood races.
  
  15
  Finding One’s Place 
  Kobold society is gregarious and built around the clan, 
  matriarchal lines of descent, male kings, and the crucial 
  importance of clutch-mates (those who hatched about 
  the same time, the closest things kobolds have to brothers 
  and sisters). Few kobolds become adventurers, and most 
  of those who do have either offended a kobold king (and 
  been exiled from the mines as punishment) or have lost 
  many or all of their clutch-mates (so they leave home to 
  grieve and to find new friends). In many cases, a kobold 
  “adopts” an adventuring party as new clutch-mates. 
  Kobolds are deeply enamored of their tools. Some 
  kobolds spend a great deal of effort improving them. 
  Mining picks, a mason’s hammer, jeweler’s loupe, and 
  even simple items such as a kobold’s spear or dagger are 
  all named and cherished. At the same time, kobolds tend 
  to gnaw on tool handles, forget to oil blades, or even pry 
  out inlays or decorative gems (to polish or reshape them) 
  without first considering how they’ll repair the damage. 
  As a result, most kobold items are distinctive and unlikely 
  to be mistaken for anyone else’s items. Some believe this 
  decorative urge is an instinctual defense against theft. 
  One category of tool deserves special note: traps. 
  Kobolds create simple, deadly traps and wildly impractical 
  ones as a hobby. Few kobolds leave home without string, 
  springs, simple latches, and other bits and pieces that can 
  be quickly fashioned into triggers for traps. 
  Kobolds are closely allied with and related to dragonkin, 
  drakes, and dragons. The kobold kings (and there are oh-
  so-many kobold kings, since no kobold ruler is satisfied 
  with being merely a chieftain) admire dragons as the 
  greatest sources of wisdom, power, and proper behavior.
  Kobolds stand between 3ft and 4ft tall, and weigh 
  around 40 lbs. They can see in the dark (darkvision) to 
  a range of 60ft. Kobolds reach maturity at age 10, and 
  can live to nearly 80. Kobolds gain a +4 on saving throws 
  against disease. Many kobolds choose to work as thieves, 
  using their dexterous claws to their advantage in picking 
  pockets and climbing walls. They may advance with no 
  maximum level limit as thieves. Their natural inclination 
  to tinkering also leads a chosen few into the magical 
  arts, where they can advance to 9th level as magic-users. 
  Kobolds who are not player characters might have abilities 
  that differ greatly at the Referee’s discretion. 
  Minotaurs
  The minotaurs of Midgard are a proud people pushed 
  to the brink. Driven from their ancestral homelands of 
  Kadralhu and Roshgazi by the ever-expanding Dragon 
  Empire, the bull-folk home is now the Serene Isle of 
  Kyprion. Kyprion owes fealty to the Maritime Republic 
  of Tiolo, and with the support of the Republic’s navy, the 
  minotaurs have stability and strength. Triolo may build 
  all its ships in its own harbor, but many of its best crews 
  come from Kyprion. 
  Minotaurs are imposing and powerful, with a 
  reputation for ferocity that borders on monstrous. That 
  reputation is well-earned. They chafe under the yoke of 
  being a vassal state, but their Queen Kitane understands 
  that without Triolo, the Dragon Empire would swallow 
  Kyprion whole. The aegis of Triolo’s fleet, coupled with the 
  fact that a minotaur has recently risen to lead the Golden 
  Council of Triolo, salves the bull-folk pride. At least  
  for now. 
  Minotaurs display their achievements proudly by 
  decorating their horns with engraved sigils and designs. 
  If one is versed in minotaur custom, one can tell at a 
  glance the achievements and prowess of a minotaur by 
  examining the decoration on her horns. A minotaur 
  who loses part or all of a horn suffers considerable 
  stigma and must strive to prove his worth. Sometimes 
  a “brokehorn” (a fighting insult to any minotaur) who 
  manages to achieve great deeds earns the gift of having the 
  missing horn magically restored by a temple. Beware any 
  minotaur that willingly gives up or chooses not to restore 
  a lost horn, for this is one of Midgard’s most driven and 
  dangerous creatures.
  Non-human Thief Bonuses
  Race
  Climb 
  Walls
  Delicate Tasks 
  and Traps
  Hear 
  Sounds
  Hide in 
  Shadows
  Move 
  Silently
  Open 
  Locks
  Dragonkin
  —
  +10
  +10
  —
  —
  +5
  Gearforged
  +5
  +5
  +10
  —
  –10
  —
  Kobold
  +10
  +10
  —
  —
  —
  +10
  Minotaur
  –10
  —
  +5
  —
  —
  —
  Ravenfolk
  —
  +15
  —
  +5
  —
  —
  
  16
  Terror on the High Seas 
  The minotaurs of Kyprion and Triolo are a force 
  to be reckoned with in a stand-up fight. Perhaps 
  somewhat against type for their bulk, they are 
  an absolute terror on the sea. The corsairs of 
  Kyprion have carved a tale of bloody blades 
  and shattered hulls on the water, and even the 
  mighty Dragon Empire has learned to respect 
  them. The minotaur’s natural sense of direction 
  makes them ideal navigators on sea as well as 
  land. Cover of night, fog thick enough to 
  carve, and unfamiliar coastlines don’t faze 
  the bull-folk. 
  Twisting Paths 
  Minotaur architecture and city planning 
  always incorporate a particular design: 
  labyrinths. Every settlement and structure 
  of any size created by the bull-folk sports a 
  twisting labyrinth of switchbacks and dead 
  ends. None is more famous than the Great 
  Labyrinth in the city of Vespras, the capital of 
  Kyprion. In the center of this maze is the Palace 
  of the Bull, another labyrinth in its own right. 
  At night, the clash of arms and screams of 
  the dying find their way out of the maze. It is 
  said that the queen invites both friends and 
  enemies to enjoy the hospitality of the palace, 
  but only her friends survive the stay.
  Minotaurs are powerful foes, and often serve as 
  fighters or bodyguards. They may advance with no 
  maximum level limit as fighters, and gain a +1 damage 
  bonus to their powerful attacks because of their great 
  strength. They can advance to 9th level as magic-users or 
  clerics, and 6th level as thieves. Their natural hide grants 
  them a starting Armor Class of 7[12], and they can head 
  butt foes with their horns as a natural attack for 2d4 points 
  of damage. Minotaurs who are not player characters might 
  have abilities that differ greatly at the Referee’s discretion.
  Ravenfolk
  Few races in Midgard live amid so much rumor, 
  suspicion, and outright falsehood as the ravenfolk. They 
  make their rookeries in every major city. Depending on 
  whom you ask, they might condemn the ravenfolk as 
  solitary wanderers bearing misfortune or praise them as 
  messengers from the gods. Ravenfolk are loyal comrades 
  and treacherous thieves, brave warriors and contemptible 
  cowards. They are despised for their strange and secretive 
  culture, and criticized for having no true culture of their 
  own. The ravenfolk are a study in contradictions. These 
  truths, half-truths, and lies conceal a greater mystery that 
  few outsiders know. 
  If the ravenfolk have a homeland, it is in Beldestan to 
  the east; or a branch of Wotan’s tree to the North; or on 
  a high cliff of Horus’ hidden temple in the South. They 
  have settlements in Trollheim, Vidim, Domovogrod, 
  Nuria Natal, and the Dragon Empire. None of these is 
  large, but in Nuria Natal at least, they serve honorably as 
  temple guards and as defenders of the faithful of Horus. 
  Ravenfolk have no wings, but they do have tail feathers 
  that sometimes flare out when they’re angry.
  Of Gods and Men 
  The ravenfolk of Midgard (also known as the huginn) are 
  wily scoundrels, tricksters, assassins, spies, and thieves. 
  The oldest tales say that the god Wotan the Rune Father 
  brought the clever ravenfolk into being when he plucked 
  the feathers from his two pet ravens, Huginn (Thought) 
  and Muninn (Memory), and let the feathers drift down to 
  Midgard. The feathers became ravenfolk, and they spread 
  across the world as Wotan’s spies. 
  In truth, the ravenfolk are a bridge between everyday 
  life on Midgard and the realm of the gods. They share 
  Wotan’s secret knowledge of the branches of Yggdrasil 
  the world tree. In the far northern reaches, the huginn are 
  both the embodiment of the gods’ will and a symbol of 
  inevitable death in battle. 
  
  17
  Thieves, One and All 
  No matter what trade, role, or profession a ravenfolk takes 
  up, they are all thieves. They build their rookeries from 
  found items, and much like normal ravens, have a great 
  fondness for shiny baubles. Beyond physical thievery, they 
  live to steal secrets. Ravenfolk are naturally adept at being 
  unobtrusive, and they use that trait to feed their insatiable 
  curiosity. The Tsar of Vidim employs a great flock of 
  huginn as his personal spies and assassins. 
  Aside from their larcenous instincts, ravenfolk are 
  scrupulous about keeping their word. That’s not to say 
  they don’t lie; ravenfolk lie as much as anyone else, 
  and maybe a bit more when the pressure’s on. But if 
  a promise or a vow can be extracted from one, it’s as 
  reliable as gold—which may be why ravenfolk seldom 
  make promises or vows. Otherwise, their personalities 
  are as varied as those of other races. They adapt readily 
  to whatever environment they occupy, from remote 
  wilderness to big cities—although their presence in 
  cities is not always welcome. They frequently take on 
  local customs, traditions, and beliefs to fit in with the 
  community.
  Ravenfolk can advance as thieves and assassins with no 
  maximum level limit. They may advance to 9th level as 
  magic-users, but only 6th level as fighters. They gain +4 
  on saving throws against magic. Ravenfolk who are not 
  player characters might have abilities that differ greatly at 
  the Referee’s discretion.
  
  18
  2
  N
  eed something new to throw at your characters, some monster they 
  haven’t seen, fought, and already mounted as a trophy? The following 
  Midgard creatures are adapted for the Swords & Wizardry rules from 
  the Tome of Beasts by Kobold Press and are ready to drop into your campaign to 
  challenge the most stalwart of adventurers.
  New Monsters
  
  19
  Alseid
  Hit Dice: 3
  Armor Class: 4[15]
  Attacks: 2 kicks (1d6) or longbow x2 (1d6)
  Saving Throw: 14
  Special: gore
  Move: 18
  Alignment: Neutrality
  Number Encountered: 1, 1d6+4
  Challenge Level: 3/60
  Alseids are the graceful woodland cousins to centaurs, 
  with the slender upper body of an elf and the lower body 
  of a deer. Antlers grow very slowly from their foreheads, 
  branching every 10 years for the first century of life. 
  Because they are rarely seen far from the wooded glades 
  they call home, they are sometimes called “grove nymphs,” 
  despite being more closely related to elves than nymphs. 
  An alseid can charge an opponent, who must make a 
  saving throw to dive out of the way before he is gored for 
  2d6 points of damage.
  Alseid: HD 3; AC 4[15]; Atk 2 kicks (1d6) or longbow x2 
  (1d6); Move 18; Save 14; AL N; CL/XP 3/60; Special: gore 
  (2d6 damage, save avoids). 
  Equipment: longbow, 20 arrows
  Bearfolk
  Hit Dice: 4
  Armor Class: 6[13]
  Attacks: weapon (1d8+2), bite (2d4)
  Saving Throw: 13
  Special: frenzy
  Move: 15
  Alignment: Lawful
  Number Encountered: 1, 1d2, 1d4+1
  Challenge Level: 5/240
  The hulking bearfolk are intimidating creatures. Brutish 
  and powerful, they combine features of humanoid beings 
  and bears. Their heads are ursine with heavy jaws and 
  sharp teeth. Dark fur covers their bodies, which are 
  packed with muscle. Adult bearfolk stand at least 7ft tall 
  and weigh more than 600 lbs. Bearfolk typically carry a 
  battleaxe or warhammer, and bite with their powerful 
  jaws. Three times per day, bearfolk can enter a frenzy for 
  1 round while attacking. During this frenzy, they gain +1 
  to hit and damage, but suffer a –1 penalty to AC. They can 
  see in the dark (darkvision) to a range of 60ft.
  Bearfolk: HD 4; AC 6[13]; Atk weapon (1d8+2), bite 
  (2d4); Move 15; Save 13; AL L; CL/XP 5/240;  
  Special: frenzy (3/day, +1 to hit and damage for 1 round, 
  –1 AC penalty). 
  Behtu
  Hit Dice: 4
  Armor Class: 7[12]
  Attacks: bite (1d6), weapon (1d4)
  Saving Throw: 13
  Special: fire breath
  Move: 9/9 (climb)
  Alignment: Chaos
  Number Encountered: 1, 1d4, or 2d8+6
  Challenge Level: 5/240
  With the face of a mandrill and the tusks of a great boar, 
  these ferocious half-ape, half-human pygmies have 
  demonic blood flowing in their veins. Only the desperate 
  or the suicidal travel to their volcanic temple-islands. 
  Mechuiti (meh-CHOO-ee-tee), the demon lord of apes, 
  cannibalism, and torture, combines the cruelty of a demon 
  with the cunning of a human and the ferocity of an ape. He 
  bred the same qualities into his people, the behtu (BAY-
  too), who carry his worship from island to island. 
  
  20
  Three times per day, a behtu can exhale a line of fire in 
  a 15ft cone. Any creature caught in the fiery breath takes 
  2d6 points of fire damage unless they make a saving throw 
  for half damage. Behtu often raise giant lizards that they 
  ride as mounts.
  Behtu: HD 4; AC 7[12]; Atk bite (1d6), weapon (1d4); 
  Move 9 (climb 9); Save 13; AL C; CL/XP 5/240; 
  Special: fire breath (3/day, 15ft cone, 2d6 damage, save 
  for half).
  Bone Crab
  Hit Dice: 4
  Armor Class: 6[13]
  Attacks: 2 claws (1d8 plus disease)
  Saving Throw: 13
  Special: disease
  Move: 9/6 (swim)
  Alignment: Neutrality
  Number Encountered: 1, 1d4
  Challenge Level: 5/240
  Much like an enormous hermit crab, bone crabs inhabit 
  the remains of large fish, humanoids, and other creatures. 
  A bone crab’s spiny, ivory-white legs blend in perfectly 
  with bones and pale driftwood. When lacking bones, 
  these crabs gnaw cavities into chunks of driftwood or 
  coral to make a shelter, cementing bits of shell and debris 
  to their portable homes. All crabs fight over choice skulls. 
  Bone crabs attack with two slashing claws that deliver 
  the disease known as white ghost shivers. Any creature 
  struck must make a saving throw or contract the disease. 
  Afflicted creatures suffer a mild chill that grows more 
  severe over 24 hours, followed by a fever. Hallucinations 
  are common. Creatures affected by the disease suffer a –1 
  penalty to attacks and have a 20% chance to drop any item 
  held during combat.  
  Bone Crab: HD 4; AC 6[13]; Atk 2 claws (1d8 plus 
  disease); Move 9 (swim 6); Save 13; AL N; CL/XP 
  5/240; Special: disease (white ghost shivers, save or chills, 
  fever and hallucinations for 24 hours. Save or –1 to-hit 
  penalty and 20% chance to drop held items).
  Bucca
  Hit Dice: 1
  Armor Class: 6[13]
  Attacks: weapon (1d4)
  Saving Throw: 17
  Special: magical abilities, vulnerable to sunlight 
  Move: 9/12 (fly)
  Alignment: Neutrality
  Number Encountered: 1, 1d4
  Challenge Level: 1/15
  Bucca are tiny, obsidian-skinned, bat-winged fey that 
  always have a hungry look, leering with razor-sharp fangs 
  showing and licking their leathery faces with their forked, 
  purple tongues. Buccas are tiny, underground faeries who 
  are also known as “snatchers,” because they love to steal 
  from miners and hoard precious minerals and gems in 
  tiny, trap-filled crevices. Their small size makes them easy 
  to overlook. At will, a bucca can cast invisibility. Three 
  times per day, it can cast darkness 15ft radius and locate 
  object. Bucca are vulnerable to sunlight, taking 1 point of 
  damage per round of exposure.
  Bucca: HD 1; AC 6[13]; Atk weapon (1d4); Move 9 
  (fly 12); Save 17; AL N; CL/XP 1/15; Special: magical 
  abilities, vulnerable to sunlight (1hp/round).
   Magical Abilities: at will—invisibility; 3/day—
  darkness 15ft radius, locate object.
  Clockwork Abomination
  Hit Dice: 8
  Armor Class: 2[17]
  Attacks: slam (2d8), bite (1d6)
  Saving Throw: 8
  Special: breath weapon, immunities, infernal power 
  source, resistances 
  Move: 12/12 (climb)
  Alignment: Chaos
  Number Encountered: 1, 1d3+2
  Challenge Level: 11/1700
  At rest, a clockwork abomination resembles a pile of 
  debris and scrap on the ground, but in motion, it reveals 
  a large insectoid form with smoke rising between the 
  plates of its hide. Its many orange-yellow eyes shine like 
  dim lanterns and reveal no hint of expression or intent. 
  Clockwork abominations result from ill-considered 
  attempts to bind lesser devils into clockwork or steam-
  driven constructs. The disciplines of devil binding and 
  engineering seemingly do not mix well, and the results 
  of such attempts are typically disastrous. Every now and 
  then, however, something goes right, and a clockwork 
  abomination is created. Clockwork abominations attack 
  with a powerful slam and bite, and can use their infernal 
  power source 3 times per day to breathe a 20ft-long cone 
  of fire. When killed, a clockwork abomination’s infernal 
  power source explodes, dealing 3d6 points of damage 
  to any creature within 10ft. A creature that makes a 
  successful saving throw takes half damage.
  Clockwork abominations are immune to charm, fear, 
  sleep, and poison. They take half damage from cold, fire, 
  and slashing weapons.  
  Clockwork Abomination: HD 8; AC 2[17]; Atk slam 
  (2d8), bite (1d6); Move 12 (climb 12); Save 8; AL C; 
  CL/XP 11/1700; Special: breath weapon (3/day, 20ft 
  long cone of fire, 2d10 damage, save for half) immunities 
  (charm, fear, sleep, poison), infernal power source 
  (explodes when killed, 10ft radius, 3d6 damage, save for 
  half), resistances (cold, fire, slashing weapons). 
  
  21
  Clockwork Hound
  Hit Dice: 4
  Armor Class: 4[15]
  Attacks: bite (1d8)
  Saving Throw: 13
  Special: explosive core, tongue
  Move: 18
  Alignment: Neutrality
  Number Encountered: 1, 1d4+2
  Challenge Level: 5/240
  This black, mechanical hunting dog keeps its nose to 
  the ground sniffing and whuffling. Gleaming teeth fill 
  its metal mouth. These black hounds follow the trails 
  of criminals, escaped slaves, and other unfortunates. 
  Their infused spirits are those of hunting hounds, and 
  their animating magic allows them to follow a scent 
  with preternatural speed and accuracy. When killed, the 
  mechanism that powers the hound explodes. All creatures 
  within 5ft take 2d6 points of damage unless they 
  make a saving throw for half damage. 
  A clockwork hound attacks with its powerful 
  bite. It can also lash out with its tongue to grab any 
  creature within 15ft to pull it to the mechanical 
  beast’s mouth. The hound can use its tongue attack 
  once every 1d4+1 rounds. It must make a to-hit 
  roll to grab its target. The target can make an Open 
  Doors check to break free before it is pulled to the 
  hound’s jaws in the next round and suffers automatic 
  bite damage.
  Clockwork Hound: HD 4; AC 4[15]; Atk bite (1d8); 
  Move 18; Save 13; AL N; CL/XP 5/240; Special: 
  explosive core (5ft radius, 2d6 damage explosion when 
  killed, save for half), tongue (to-hit roll, grab target and 
  pull to mouth for automatic bite damage next round, 
  Open Doors check to escape). 
  Darakhul (Ghoul)
  In the lightless depths beneath the ground, an empire 
  of devouring ambition grows and plots and dreams. Its 
  citizens call themselves the People, but the rest of Midgard 
  calls them the Lords Subterranean, the Ghoul Imperium, 
  or simply the Empire of the Ghouls. Their cities lie out of 
  sight, their agents infiltrate the underworlds of a score of 
  surface cities, and their goals know no limits. 
  To them, if you are not a member of the People, 
  you are food. Their empire maintains complex social 
  structures and forges serious alliances, particularly among 
  the undead princes of Morgau and Doresh. Unofficial 
  embassies exist in Zobeck, the Ironcrag Cantons, Krakova, 
  and Magdar. Other hidden outposts may lurk below the 
  Seven Cities, Illyria, or beyond.
  Three darakhul are detailed below: a darakhul ghoul, 
  the darakhul warrior, and the darakhul necromage.
  Darakhul 
  Hit Dice: 4
  Armor Class: 6[13]
  Attacks: 2 claws (1d6 plus paralysis), bite (1d8)
  Saving Throw: 13
  Special: defy turning, immunities, disguise, paralysis, 
  stench, vulnerable to sunlight 
  Move: 12
  Alignment: Chaos
  Number Encountered: 1, 1d4
  Challenge Level: 7/600
  Like ordinary ghouls, the darakhul ghoul rises from the 
  infected corpses of other races. Their previous features 
  fade over time, eventually turning into the skull-like 
  faces, fanged mouths, and taut gray skin of these ghouls. 
  People revile the darakhul as scavengers at best, and 
  as loathsome, murdering abominations at worst—if 
  they even realize the darakhul is about. These ghoulish 
  undead rely on disguises to hide in plain sight among 
  their victims (90% chance of going unnoticed). They 
  
  22
  can mask their horrible stench while disguised. When 
  uncovered, however, any creature within 5ft must make a 
  saving throw or be sickened and unable to attack for 1d4 
  rounds. Darakhul attack with their claws and powerful 
  bite. Their touch forces a target to make a saving throw or 
  be paralyzed for 3d6 turns. Their bite has a 10% chance to 
  contain a virulent disease known as darakhul fever (see 
  sidebox). Darakhul turn as wraiths, and convey this ability 
  on any normal ghouls within 30ft. Darakhul are immune 
  to charm and sleep.
  Darakhul warriors wield weapons and often pose 
  as heroic figures to lure creatures to them. Darakhul 
  necromages cast spells as 6th-level magic-users. 
  Darakhul (Ghoul): HD 4; AC 6[13]; Atk 2 claws (1d6 
  plus paralysis), bite (1d8); Move 12; Save 13; AL C; 
  CL/XP 7/600; Special: defy turning (turn as wraiths, 
  all ghouls within 30ft also turn as wraiths), immunities 
  (charm and sleep), disguise (90% chance to go unnoticed), 
  paralysis (3d6 turns), stench (save or be sickened for 1d4 
  rounds), vulnerable to sunlight (–1 to hit). 
  Darakhul Warrior (Ghoul): HD 6; AC 4[15]; Atk 2 
  claws (1d6 plus paralysis), bite (1d8) or by weapon (1d8); 
  Move 12; Save 11; AL C; CL/XP 9/1100; Special: 
  defy turning (turn as wraiths, all ghouls within 30ft also 
  turn as wraiths), immunities (charm and sleep), disguise 
  (90% chance to go unnoticed), paralysis (3d6 turns), 
  stench (save or be sickened for 1d4 rounds), vulnerable to 
  sunlight (–1 to hit). 
  Darakhul Necromage (Ghoul): HD 6; AC 4[15] or 2[17] 
  (missile) and 4[15] (melee) from shield spell; Atk 2 claws 
  (1d6 plus paralysis), bite (1d8); Move 12; Save 11; AL C; 
  CL/XP 9/1100; Special: defy turning (turn as wraiths, 
  all ghouls within 30ft also turn as wraiths), immunities 
  (charm and sleep), disguise (90% chance to go unnoticed), 
  paralysis (3d6 turns),spells (4/2/2), stench (save or be 
  sickened for 1d4 rounds), vulnerable to sunlight (–1 to hit).
   Spells: 1st—claws of darkness*, cloying darkness*, 
  magic missile, shield; 2nd—darkbolt*, invisibility; 3rd—
  lightning bolt, thousand darts*.
  * See New Spells below.
  Devil, Gilded
  Hit Dice: 8
  Armor Class: 2[17]
  Attacks: +2 heavy flail (2d6+2)
  Saving Throw: 8
  Special: +1 or better magic weapons to hit, betrayal of 
  riches, darkvision, immune to fire, magical abilities, magic 
  resistance (65%)
  Move: 12
  Alignment: Chaos
  Number Encountered: 1
  Challenge Level: 13/2300
  This tall, bronze-complexioned man is abnormally long-
  limbed and clad in armor of stained and battered coins. 
  His wiry frame is festooned with mismatched bracelets, 
  rings, and necklaces, each gaudier than the last. The easy 
  smile on his face is cold with envy. Rarely seen in their 
  natural form outside of Hell, gilded devils are the servitors 
  of Mammon, archdevil of greed. They tempt and corrupt 
  with promises of wealth, power, and fame, twisting mortal 
  greed into sure damnation. Even in their humblest form, 
  gilded devils always wear a piece of golden jewelry or a 
  jeweled button or ornament. Gilded devils attack with a 
  +2 heavy flail. 
  Three times per day, the gilded devil can turn rings, 
  necklaces and other jewelry momentarily against their 
  wearer. The devil can affect any visible item of jewelry 
  on up to 2 creatures within 60ft, twisting them into cruel 
  barbs and spikes. Each target may make a saving throw for 
  half damage. If the save fails, the target takes 2d8 points of 
  damage and one of the following additional effects:
  Location
  Effect
  Arms
  Melee damage halved until short rest
  Hand
  Drop any held item
  Eyes
  Permanently blinded
  Head
  –2 penalty to saves for 24 hours
  Feet
  Movement rate halved for 24 hours
  Neck
  Stunned for 1 round, unable to breathe
  Other
  No additional effect
  At will, a gilded devil can cast ESP, phantasmal force, 
  and suggestion. Three times per day, they can cast charm 
  person, darkbolt* (3 bolts), and polymorph self. Once per 
  day, gilded devils can cast teleport. They are resistant to 
  Darakhul Fever  
  Spread mainly through bite wounds, this rare disease 
  makes itself known within 24 hours by debilitating the 
  infected. A creature so afflicted must make a saving 
  throw or take 2d6 points of damage every hour until 
  cured. A creature that dies from darakhul fever has a 
  chance to rise as an undead. Roll 1d20 on the following 
  table:
  1d20
  Result
  1–9
  None; victim is simply dead
  10–15
  Ghoul
  16–19
  Ghast
  20
  Darakhul
  
  23
  magic (65%), and immune to fire. They can see in the dark 
  (darkvision) to a range of 60ft.
  Gilded devils particularly enjoy gifting vain creatures 
  with rings, jewelry, and other trinkets. Anyone accepting 
  these items suffers a –2 penalty on saving throws against 
  the gilded devil. A remove curse ends this effect.
  Gilded Devil: HD 8; AC 2[17]; Atk +2 heavy flail 
  (2d6+2); Move 12; Save 8; AL C; CL/XP 13/2300; 
  Special: +1 or better magic weapons to hit, betrayal 
  of riches (3/day, save or jewelry does 2d8 damage and 
  additional effects, see text), darkvision (60ft), immune to 
  fire, magical abilities, magic resistance (65%)
   Magical abilities: at will—ESP, phantasmal force, 
  suggestion; 3/day—charm person, darkbolt* (3 bolts), 
  polymorph self; 1/day—teleport.
   * See New Spells below.
  Spinosauruses in 
  the Southlands  
  The lizardfolk of Veles-Sa in the Southlands use 
  spinosauruses as a mode of transportation; they are 
  large enough to pull barges or to carry a crew of 
  raiders anywhere on the rivers, and they are reasonably 
  swift overland as well. Lizardfolk scouts are especially 
  fond of these enormous reptiles, as they are powerful 
  combatants and capable of carrying a dozen lizardfolk 
  warriors. 
  In addition to their role as trained raiders in Veles-
  Sa, some spinosauruses live in or along most of the 
  major river systems of the Southlands—including the 
  River Nuria. There they are also called “river dragons” 
  or sometimes “river walkers,” and they are frequently 
  associated with the worship of Baal-Hotep and Set. 
  They are kept as sacred animals in several river temples, 
  where they are fed regular meals and have been known 
  to grow to enormous size and strength. 
  Finally, along the Spice Coast, spinosauruses carry 
  high-value spice cargoes along the coast when banditry 
  is rife or when a lizardfolk mercenary company is 
  available to guard materials going north toward 
  Mhalmet, Nuria, or Ishadia. These Spice Coast beasts 
  are often especially bred for gaudy coloration: green-
  and-orange, blue-and-gold, and even red-and-black 
  bloodlines are spotted in the Spice Coast harbors.
  Dinosaur, Spinosaurus
  Hit Dice: 16
  Armor Class: 5[14]
  Attacks: bite (6d8), 2 claws (1d8)
  Saving Throw: 3
  Special: rend
  Move: 15/24 (swim)
  Alignment: Neutrality
  Number Encountered: 1d2
  Challenge Level: 17/3500
  A spinosaurus is a land and river predator capable 
  of carrying a platoon of lizardfolk long distances on 
  raids. Often called a river king or river dragon, they are 
  worshipped by bullywugs and other primitive humanoids. 
  The spinosaurus is a special saurian bred for size and 
  loyalty by lizardfolk. Lizardfolk prize them like prime 
  warhorses, and lavish them with food and care. This 
  immense saurian has a long tooth-filled maw, powerful 
  claws, and colorful spines running the length of its spine. 
  
  24
  An adult spinosaurus is 70ft long and weighs 35,000 
  lbs. or more, and a young spinosaurus is 20ft long and 
  weighs 6000 lbs. or more. If a spinosaurus successfully 
  bites a target, the prey must make a saving throw or take 
  automatic claw damage as well as the dinosaur viciously 
  rends its flesh.
  Dinosaur, Spinosaurus: HD 16; AC 5[14]; Atk bite 
  (6d8), 2 claws (1d8); Move 15 (swim 24); Save 3; AL 
  N; CL/XP 17/3500; Special: rend (if bite hits, save or 
  automatic claw damage). 
  Dragons
  Midgard dragons follow the rules established in the 
  Swords & Wizardry Complete Rulebook. A dragon is 
  roughly 5ft of body length per age category, up to an adult 
  size of 20ft. Follow the rules for hit points and breath 
  weapon damage as shown on the table:
  All dragons have a breath weapon of some kind, usable 3 
  times per day. Damage is done according to the dragon’s 
  age. A dragon’s challenge level is based on its hit points: 
  CL=(hp/4)+2.
  Dragon, Cave
  Hit Dice: 10–12
  Armor Class: 2[17]
  Attacks: 2 claws (1d8), bite (3d6)
  Saving Throw: 5, 4, or 3
  Special: detect invisible, earth glide, magical abilities, 
  radiate darkness, spit black poison gas
  Move: 9/9/24 (climb, earth glide)
  Alignment: Chaos
  Number Encountered: 1d2 or a nest (2 of age category 4 
  and 1d4 of age category 1d3)
  Challenge Level: Challenge Level = (hit points/4) + 2
  Covered in black spikes, the cave dragon’s eyeless head 
  swings from side to side, the many spikes helping it find 
  prey and navigate the dark tunnels in which it lives. 
  Darkness creeps from its strange, eel-like hide, spreading 
  like ink in water. Their stunted wings are little more than 
  feelers, useful in rushing down tunnels. Their narrow 
  snouts poke into tight passages which their tongues scour 
  free of bats and vermin. Cave dragon coloration darkens 
  with age, but it always provides good camouflage against 
  stone: white like limestone, yellow, muddy brown, then 
  black.
  Adult or older cave dragons can create darkness in a 
  20ft radius three times per day. Adult cave dragons can 
  also glide through stone, dirt, or any sort of earth except 
  metal as easily as a fish through water. Cave dragons can 
  cast detect magic and speak with dead at will. Three times 
  per day, they can cast web. Once per day, they can cast 
  dispel magic and hold person. The spikes around their head 
  allow them to see all creatures within 60ft, even those who 
  are invisible.  
  Cave dragons exhale black poison gas in a 60ft cone. 
  
  25
  Adult Cave Dragon: HD 10 (40hp); AC 0[19]; Atk 2 
  claws (1d8), bite (3d6); Move 9 (climb 9, earth glide 24); 
  Save 5; AL C; CL/XP 12/2000; Special: detect invisible 
  (60ft radius), earth glide (slide through stone or dirt), 
  magical abilities, radiate darkness (3/day, 20ft radius), spit 
  black poison gas (3/day, 60ft cone, 40 damage, save for 
  half). 
  Magical abilities: at will—detect magic, speak with 
  dead; 3/day—web; 1/day—dispel magic, hold person.
  Adult Cave Dragon: HD 11 (44hp); AC 0[19]; Atk 2 
  claws (1d8), bite (3d6); Move 9 (climb 9, earth glide 24); 
  Save 5; AL C; CL/XP 12/2000; Special: detect invisible 
  (60ft radius), earth glide (slide through stone or dirt), 
  magical abilities, radiate darkness (3/day, 20ft radius), spit 
  black poison gas (3/day, 60ft cone, 44 damage, save for 
  half). 
  Magical abilities: at will—detect magic, speak with 
  dead; 3/day—web; 1/day—dispel magic, hold person.
  Adult Cave Dragon: HD 12 (48hp); AC 0[19]; Atk 2 claws 
  (1d8), bite (3d6); Move 9 (climb 9, earth glide 24); Save 
  5; AL C; CL/XP 12/2000; Special: detect invisible (60ft 
  radius), earth glide (slide through stone or dirt), magical 
  abilities, radiate darkness (3/day, 20ft radius), spit black 
  poison gas (3/day, 60ft cone, 48 damage, save for half). 
  Magical abilities: at will—detect magic, speak with 
  dead; 3/day—web; 1/day—dispel magic, hold person.
  Dragon, Mithral 
  Hit Dice: 10–12 
  Armor Class: 2[17]
  Attacks: 2 claws (1d8), bite (3d8)
  Saving Throw: 5, 4, or 3
  Special: breath weapon, magical ability, spells. 
  Move: 9/24 (fly)
  Alignment: Neutrality
  Number Encountered: 1d2 or a nest (2 of age category 4 
  and 1d4 of age category 1d3)
  Challenge Level: Challenge Level = (hit points/4) + 2
  Mithral dragons are wise and learned, and are legendary 
  peacemakers and spellcasters. They pursue their own 
  interests when not called to settle disputes. Light glints 
  off a mithral dragon’s glossy scales, shining silver-white, 
  and its tiny wings fold flush against its body—but open 
  like a fan to expose shimmering, diaphanous membranes. 
  Its narrow head, with bare slits for its eyes and nostrils, 
  ends in a slender neck. The dragon’s sleek look continues 
  into its body and a mithral dragon’s impossibly thin frame 
  makes it look extremely fragile. As peacemakers, they can 
  comprehend any language spoken.
  Mithral dragons cast spells as a 10th-level magic user. 
  They spit a 60ft line of mithril shards that rip and tear at 
  the flesh of any creature caught in the 5ft wide swath of 
  destruction. 
  Adult Mithral Dragon: HD 10 (40hp); AC 2[17]; Atk 
  2 claws (1d8), bite (3d8); Move 9 (fly 24); Save 5; AL N; 
  CL/XP 12/2000; Special: breath weapon (3/day, 90ft 
  line of mithral shards, 40 damage, save for half), magical 
  ability, spells (MU 4/4/3/2/2). 
  Magical Ability: 3/day—dispel magic.
  Adult Mithral Dragon: HD 11 (44hp); AC 2[17]; Atk 
  2 claws (1d8), bite (3d8); Move 9 (fly 24); Save 4; AL N; 
  CL/XP 13/2300; Special: breath weapon (3/day, 90ft 
  line of mithral shards, 44 damage, save for half), magical 
  ability, spells (MU 4/4/3/2/2). 
  Magical Ability: 3/day—dispel magic.
  Mithral Dragons 
  in Midgard  
  Mithral dragons are rebellious dragons who once sought 
  to make peace between chromatic and metallic dragons. 
  Having failed, they declared themselves neutral and now 
  seek out opportunities to make peace elsewhere—they 
  are the only dragons that advocate against the perpetual 
  war of the Dragon Empire, and they occasionally serve as 
  mercenaries against the Mharoti.
  HD
  Age Category
  Hit Points
  Breath Weapon Damage
  1
  Very young 
  1 hit point per hit die
  1 hit point per die
  2
  Young
  2 hit points per hit die
  2 hit points per die
  3
  Immature
  3 hit points per hit die
  3 hit points per die
  4
  Adult
  4 hit points per hit die
  4 hit points per die
  5
  Old
  5 hit points per hit die
  5 hit points per die
  6
  Very old (100 years old)
  6 hit points per hit die
  6 hit points per die
  7
  Aged (101–400 years old)
  7 hit points per hit die
  7 hit points per die
  8
  Ancient (401+ years old)
  8 hit points per hit die
  8 hit points per die
  
  26
  Adult Mithral Dragon: HD 12 (48hp); AC 2[17]; Atk 
  2 claws (1d8), bite (3d8); Move 9 (fly 24); Save 3; AL N; 
  CL/XP 14/2600; Special: breath weapon (3/day, 90ft 
  line of mithral shards, 48 damage, save for half), magical 
  ability, spells (MU 4/4/3/2/2). 
  Magical Ability: 3/day—dispel magic.
  Dragon, Sea 
  Hit Dice: 8–10 
  Armor Class: 3[16]
  Attacks: 2 claws (1d6), bite (3d6)
  Saving Throw: 8, 6, or 5
  Special: amphibious, breath weapon, immune to cold, 
  spells. 
  Move: 9/24/24 (fly/swim)
  Alignment: Neutrality
  Number Encountered: 1d2 or a nest (2 of age category 4 
  and 1d4 of age category 1d3)
  Challenge Level: Challenge Level = (hit points/4) + 2
  A sea dragon is an aquamarine dragon with a shark’s 
  head that tapers off into a sleek eel-like body. Its large 
  fins double as wings. Sea dragons are the children of the 
  ocean, and believe they are semi-divine beings, worthy of 
  worship. Given their size and power, they may be right; 
  certainly, they are often companions or steeds to gods of 
  the sea. Despite the solemn duties the sea dragons invoke 
  thanks to their lineage, they are extremely whimsical. 
  While these immense creatures are playful, their games 
  can shatter hulls and drown sailors. The sea dragons course 
  through the waves with tangible joy as they hunt whales 
  and entire schools of tuna. Three times per day, a sea 
  dragon can exhale a crushing wave of frigid seawater in a 
  90ft cone. Sea dragons cast spells as 7th-level magic-users.
  Adult Sea Dragon: HD 8 (32hp); AC 3[16]; Atk 2 claws 
  (1d6), bite (3d6); Move 9 (fly 24, swim 24); Save 8; AL N; 
  CL/XP 10/1400; Special: breath weapon (3/day, 90ft line 
  of frigid seawater, 32 damage, save for half), immune to 
  cold, spells (4/3/2/1). 
  Spells: 1st—charm person, magic missile, sleep, 
  starburst*; 2nd—invisibility, mirror image, phantasmal 
  force; 3rd—freezing fog*, lightning bolt; 4th—ray of life 
  suppression*. 
  Adult Sea Dragon: HD 9 (36hp); AC 3[16]; Atk 2 claws 
  (1d6), bite (3d6); Move 9 (fly 24, swim 24); Save 6; AL N; 
  CL/XP 11/1700; Special: breath weapon (3/day, 90ft line 
  of frigid seawater, 36 damage, save for half), immune to 
  cold, spells (4/3/2/1).
   Spells: 1st—charm person, magic missile, sleep, 
  starburst*; 2nd—invisibility, mirror image, phantasmal 
  force; 3rd—freezing fog*, lightning bolt; 4th—ray of life 
  suppression*. 
  Adult Sea Dragon: HD 10 (40hp); AC 3[16]; Atk 2 claws 
  (1d6), bite (3d6); Move 9 (fly 24, swim 24); Save 5; AL N; 
  CL/XP 12/2000; Special: breath weapon (3/day, 90ft line 
  of frigid seawater, 40 damage, save for half), immune to 
  cold, spells (4/3/2/1).
   Spells: 1st—charm person, magic missile, sleep, 
  starburst*; 2nd—invisibility, mirror image, phantasmal 
  force; 3rd—freezing fog*, lightning bolt; 4th—ray of life 
  suppression*. 
  * See New Spells below.
  Dragon, Void
  Hit Dice: 11–13
  Armor Class: 0[19]
  Attacks: 2 claws (2d6), bite (2d10)
  Saving Throw: 4, 3, or 3
  Special: aura of madness, collapsing star, gravitic breath, 
  immunities, magical ability, stellar flare breath
  Move: 9/24 (fly)
  Alignment: Chaos
  Number Encountered: 1 (solitary)
  Challenge Level: Challenge Level = (hit points/4) + 2
  Void dragons are formed seemingly of the night sky 
  with bright white stars for eyes. Lesser stars twinkle in 
  the firmament of the dragon’s body. Void dragons drift 
  through the empty spaces beyond the boundaries of the 
  mortal world, wanderers between the stars. Void dragon 
  are intensely knowledgeable creatures, but gazing into 
  the yawning nothing outside has taken a toll. They are all 
  unhinged, and their madness is contagious. 
  A void dragon attacks with its claws and bite. It can 
  breathe either its gravitic breath or its stellar flare breath 
  (up to 3 times per day total). The gravitic breath manifests 
  as a 90ft cube that acts as the star’s heart spell, increasing 
  gravity within the cube and pushing creatures to the 
  ground. The stellar flare is a 90ft cone of star fire.  
  Any creature within 120ft of a void dragon feels the 
  creature’s madness washing over it. They must make a 
  saving throw or be affected by a fear spell. Void dragons 
  can teleport 3 times per day within 100ft. They are 
  immune to cold, electricity and sleep or charm spells.
  Void Dragons  
  in Midgard  
  Void dragons are the eldest children of Veles the World 
  Serpent, and worshipped as divine by his followers. Some 
  stories claim they were the first to teach magic to the 
  elves.
  
  27
  As deadly as the dragon can be while alive, it is even 
  worse when it is killed. The dragon explodes in a 
  swath of celestial destruction. This explosion inflicts 
  6d6 points of physical damage, 6d6 points of cold 
  damage, and 6d6 points of psychic damage to 
  all creatures within a 1-mile radius. A creature 
  caught in the blast must make 3 separate saving 
  throws for half damage to each wave of energy 
  as it washes over them. A creature that fails 2 
  of the 3 saves has a 50% chance of being sent 
  elsewhere; roll 1d6: 1–3, to a random plane; 
  4–6, 5d100 miles away in a random direction. 
  Adult Void Dragon: HD 11 (44hp); AC 
  0[19]; Atk 2 claws (2d6), bite (2d10); Move 
  9 (fly 24); Save 4; AL C; CL/XP 13/2300; 
  Special: aura of madness (120ft, save or 
  fear spell), collapsing star (when killed, 6d6 
  physical, 6d6 cold, 6d6 psychic damage; 3 
  saves for half damage to each wave; if 2 of 3 
  saves fail, 50% chance of being displaced; roll 
  1d6: 1–3, thrown to random plane [Referee’s 
  preference]; 4–6, thrown 5d100 miles in 
  random direction), gravitic breath (90ft cube, 
  as star’s heart spell but 44 damage, save for half), 
  immunities (cold, electricity, sleep and charm 
  spells), magical ability, stellar flare breath (90ft 
  cone, 44 damage, save for half). 
  Magical ability: 3/day—teleport (within 100ft)
  Note: A void dragon can use either its gravitic breath or 
  its stellar flare breath a total of 3 times per day.
  Adult Void Dragon: HD 12 (48hp); AC 0[19]; Atk 2 
  claws (2d6), bite (2d10); Move 9 (fly 24); Save 3; AL 
  C; CL/XP 14/2600; Special: aura of madness (120ft, 
  save or fear spell), collapsing star (when killed, 6d6 
  physical, 6d6 cold, 6d6 psychic damage; 3 saves for half 
  damage to each wave; if 2 of 3 saves fail, 50% chance 
  of being displaced; roll 1d6: 1–3, thrown to random 
  plane [Referee’s preference]; 4–6, thrown 5d100 miles in 
  random direction), gravitic breath (90ft cube, as star’s 
  heart spell but 48 damage, save for half), immunities 
  (cold, electricity, sleep and charm spells), spell-like ability, 
  stellar flare breath (90ft cone, 48 damage, save for half). 
  Magical ability: 3/day—teleport (within 100ft)
  Note: A void dragon can use either its gravitic breath or 
  its stellar flare breath a total of 3 times per day.
  Adult Void Dragon: HD 13 (52hp); AC 0[19]; Atk 2 
  claws (2d6), bite (2d10); Move 9 (fly 24); Save 3; AL 
  C; CL/XP 15/2900; Special: aura of madness (120ft, 
  save or fear spell), collapsing star (when killed, 6d6 
  physical, 6d6 cold, 6d6 psychic damage; 3 saves for half 
  damage to each wave; if 2 of 3 saves fail, 50% chance 
  of being displaced; roll 1d6: 1–3, thrown to random 
  plane [Referee’s preference]; 4–6, thrown 5d100 miles in 
  random direction), gravitic breath (90ft cube, as star’s 
  heart spell but 52 damage, save for half), immunities 
  (cold, electricity, sleep and charm spells), spell-like ability, 
  stellar flare breath (90ft cone, 52 damage, save for half). 
  Magical ability: 3/day—teleport (within 100ft)
  Note: A void dragon can use either its gravitic breath or 
  its stellar flare breath a total of 3 times per day.
  Dragon, Wind
  Hit Dice: 8–10
  Armor Class: 0[19]
  Attacks: 2 claws (1d8+2), bite (2d12)
  Saving Throw: 8, 6, or 5
  Special: breath of gales, magical abilities, magic resistance 
  (15%), whirling winds
  Move: 9/24 (fly)
  Alignment: Neutrality
  Number Encountered: 1d2 or a nest (2 of age category 4 
  and 1d4 of age category 1d3)
  Challenge Level: Challenge Level = (hit points/4) + 2
  Howling winds encircle the white-and-gray-scaled wind 
  dragon, filling and pushing its wings without the need for 
  them to beat. These whirling winds deflect all but magical 
  missile weapons. A wind dragon breathes a blast of wind 
  in a 90ft cone. Creatures caught in the cone that fail a save 
  
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  for half damage are also blown 50ft away from the dragon. 
  Three times per day, a wind dragon can cast lightning bolt 
  and ice storm. 
  Adult Wind Dragon: HD 8 (32hp); AC 0[19]; Atk 2 
  claws (1d8+2), bite (2d12); Move 9 (fly 24); Save 8; AL 
  N; CL/XP 10/1400; Special: breath of gales (3/day, 90ft 
  cone, 32 damage and pushed 50ft away, save for half and 
  avoid being moved), magical abilities, magic resistance 
  (15%), whirling winds (deflects normal missiles). 
  Magical Abilities: 3/day—lightning bolt, ice storm.
  Adult Wind Dragon: HD 9 (36hp); AC 0[19]; Atk 2 
  claws (1d8+2), bite (2d12); Move 9 (fly 24); Save 6; AL 
  N; CL/XP 11/1800; Special: breath of gales (3/day, 90ft 
  cone, 36 damage and pushed 50ft away, save for half and 
  avoid being moved), magical abilities, magic resistance 
  (15%), whirling winds (deflects normal missiles). 
  Magical Abilities: 3/day—lightning bolt, ice storm.
  Adult Wind Dragon: HD 10 (40hp); AC 0[19]; Atk 2 
  claws (1d8+2), bite (2d12); Move 9 (fly 24); Save 5; AL 
  N; CL/XP 10/1400; Special: breath of gales (3/day, 90ft 
  cone, 32 damage and pushed 50ft away, save for half and 
  avoid being moved), magical abilities, magic resistance 
  (15%), whirling winds (deflects normal missiles). 
  Magical Abilities: 3/day—lightning bolt, ice storm.
  Drake, Alehouse
  Hit Dice: 3
  Armor Class: 4[15]
  Attacks: bite (1d6), 2 claws (1d4)
  Saving Throw: 14
  Special: breath weapon, discombobulating touch
  Move: 12/18 (fly)
  Alignment: Neutrality
  Number Encountered: 1, 1d2
  Challenge Level: 5/240
  Alehouse drakes are 1ft to 2ft long on average and 
  weigh about 18 lbs. with a plump belly. Their scales 
  are deep amber with cream or white highlights, and 
  they possess glittering, light-colored eyes. Alehouse 
  drakes squat in busy bars, rowdy taverns, and bustling 
  inns. A bane or savior to every bartender and innkeeper, 
  alehouse drakes enjoy pushing patrons’ emotions, 
  driving crowds to ecstatic cheers or bloody bar fights. 
  Alehouse drakes gossip endlessly. Perched in hiding places 
  throughout busy taverns, they overhear many stories, and 
  often trade in information, making them good sources 
  for news about town. More devious and ill-mannered 
  alehouse drakes resort to blackmail, but usually only to 
  secure a comfortable spot in their chosen tavern. 
  Three times per day, an alehouse drake can burp a cloud 
  of intoxicating gas in a 15ft cone. A creature caught in 
  the cloud must make a saving throw or be stunned for 
  1d6 rounds. The drake can also touch a patron with its 
  discombobulating touch. The target must make a saving 
  throw or be affected by a confusion spell.
  Drake, Alehouse: HD 3; AC 4[15]; Atk bite (1d6), 2 claws 
  (1d4); Move 12 (fly 18); Save 14; AL N; CL/XP 5/240; 
  Special: breath weapon (15ft cone, save or stunned 1d6 
  rounds), discombobulating touch (save or confusion as 
  per spell).
  Fellforged 
  Hit Dice: 10 (60hp)
  Armor Class: 5[14]
  Attacks: 2 slams (2d8+2)
  Saving Throw: 5
  Special: +1 or better magic weapons to hit, grave speech, 
  immunities (charm, cold, fire, sleep), shattered bodies, 
  vulnerabilities (sunlight, turning) 
  Move: 12
  Alignment: Chaos
  Number Encountered: 1
  Challenge Level: 14/2600
  Fellforged are the castoffs of gearforged and clockworks 
  production, given foul sentience when the construct 
  bodies attract wraiths yearning to feel the corporeal world. 
  The clockwork bodies trap the wraiths, which dulls many 
  of their supernatural abilities but gives them physical 
  form. The wraiths twist the bodies to their own use—
  going so far as to destroy the body to harm the living. 
  The voice of the fellforged is echoing and sepulchral, a 
  
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  tomb voice that fills creatures with fear (as fear spell, save 
  resists). Animals sense the unnatural presence caught 
  within the fellforged and refuse to approach within 30ft.
  The wraith within the fellforged is vulnerable to turning 
  (–4 penalty to save). If successful, the wraith is expelled 
  from the fellforged construct, and fights as normal. The 
  fellforged dies without an animating spirit. When in 
  sunlight, a fellforged takes a –1 penalty to hit and saves. 
  Fellforged are immune to charm, cold, fire and sleep.
  Expelled Wraith: HD 4; AC 3[16]; Atk 1 touch (1d6 + 
  level drain); Move 9 (fly 24); Save 13; AL C; CL/XP 
  8/800; Special: drain 1 level with hit, +1 magic or silver 
  weapon to hit.
  The wraiths within the fellforged have little regard for 
  the clockwork bodies they inhabit. Three times per day, 
  they can stress the mechanisms in such a violent manner 
  that flywheels become unbalanced, gears shatter, and 
  springs snap. This violent bursting of gears and pulleys 
  does 2d6 points of damage to any creatures within 5ft. 
  Doing so slows the fellforged’s movement rate by 4 for 
  24 hours. A fellforged that reduces its movement to 0 is 
  immobilized until one day passes. 
  Fellforged: HD 10 (60hp); AC 5[14]; Atk 2 slams 
  (2d8+2); Move 12; Save 5; AL C; CL/XP 14/2600; 
  Special: +1 or better magic weapons to hit, grave speech 
  (as fear spell, save resists), immunities (charm, cold, fire, 
  sleep), shattered bodies (3/day, 2d6 damage within 5ft, 
  reduces movement rate by 4 for 24 hours, immobilized 
  at 0 movement for 24 hours), vulnerabilities (sunlight, 
  turning [+4 save or expelled from construct as wraith]) 
  Firegeist
  Hit Dice: 6
  Armor Class: 2[17]
  Attacks: 2 slams (1d8)
  Saving Throw: 11
  Special: ignite objects, immune to fire
  Move: 12
  Alignment: Chaos
  Number Encountered: 1
  Challenge Level: 7/600
  Made of fiery smoke coalescing into a vaguely humanoid 
  shape, a firegeist is little more than wisps of black smoke 
  and spots of brighter flame. When a fire elemental meets 
  its destruction in a particularly humiliating fashion, what 
  returns is a firegeist. Malevolent and resentful, less than 
  their former prideful selves, they exist for revenge. A 
  firegeist attacks with 2 slams that have a chance to ignite 
  flammable objects if the item fails a saving throw (as 
  determined by the Referee). Firegeists are immune to fire 
  and can be hit only by magic weapons. Clerics can turn 
  firegeists as wraiths.
  Firegeist: HD 6; AC 2[17]; Atk 2 slams (1d8); Move 12; 
  Save 11; AL C; CL/XP 7/600; Special: ignite objects 
  (with slam, save resists), immune to fire. 
  Frostveil
  Hit Dice: 5
  Armor Class: 7[12]
  Attacks: 3 tendrils (1d6)
  Saving Throw: 12
  Special: acid, engulf, immune to cold, spirit spores
  Move: 3/12 (fly)
  Alignment: Neutrality
  Number Encountered: 1, 1d6
  Challenge Level: 6/400
  Whipped through the air by snowstorms and resembling 
  a spider’s web dangling with delicate ice crystals, silently 
  gliding, beautiful killer frostveils are semi-sentient plants 
  adapted to the merciless cold of the North. Flat nodes 
  shaped like large snowflakes connect their net-like bodies 
  and trailing tails of transparent fibers. Gossamer tendrils 
  stream behind and between the flying snowflakes, ready to 
  grab and entangle any warm-blooded creature it detects. 
  A frostveil strikes with 3 tendrils. If a single target is hit 
  by 2 of the tendrils, it is engulfed in the veil and takes 
  automatic 1d6 points of damage per round from the 
  chilling acid that coats the plant. Any creature touching 
  the plant with bare skin can make a saving throw for half 
  this acid damage. A frostveil cannot attack while engulfing 
  a foe. Damage done to the plant is divided between it and 
  the engulfed creature. A frostveil is immune to cold. A 
  frostveil in distress releases a puff of psychotropic spores 
  in a 10ft cloud. Any creature in the cloud must make a 
  saving throw or suffer hallucinations (as per the confusion 
  spell) for 1d3 rounds. 
  Frostveil: HD 5; AC 7[12]; Atk 3 tendrils (1d6); Move 
  3 (fly 12); Save 12; AL N; CL/XP 6/400; Special: acid 
  (1d6 damage), engulf (2 tendrils hit, wrapped in net for 
  automatic acid damage), immune to cold, spirit spores 
  (10ft cloud, save or hallucinations as confusion as per spell 
  for 1d3 rounds)
  Giant, Flab
  Hit Dice: 10
  Armor Class: 4[15]
  Attacks: 2 slams (2d6)
  Saving Throw: 5
  Special: immune to poison, squatting pin
  Move: 9
  Alignment: Chaos
  Number Encountered: 1, 1d3
  Challenge Level: 11/1700
  This obese, bell-shaped giant is blemished by ulcers, 
  enlarged veins, and fungal rashes. Though it stumbles 
  about on a pair of short, calloused legs, it moves its weight 
  with dangerous potential, catching many foes off-guard. 
  Too obese to effectively grasp weapons in its chubby 
  fingers, a flab giant uses its great mass to deadly effect, 
  sitting on them to crush them to death, swatting away 
  
  30
  missiles, and simply putting up with the damage of melee 
  attacks until its victims stop struggling and it gets up to 
  see if they’re dead yet. A target hit by both of the giant’s 
  meaty fists must make a saving throw or the giant squats 
  atop them, doing 1d8 points of damage per round. If the 
  giant moves (or is moved), the damage ends. A trapped 
  victim can make an Open Doors check (with a –3 
  penalty) to wriggle free.
  Flab giants wear only scraps of clothing made 
  of loosely knotted skins, leaving most of their 
  stretch-marked and discolored skin 
  exposed. Favored pelts 
  include bear and human. 
  A flab giant stands eight to 
  10ft tall and weighs 1000 to 
  1500 lbs.
  Flab Giant: HD 10; AC 
  5[14]; Atk 2 slams (2d6); 
  Move 9; Save 5; AL 
  C; CL/XP 11/1700; 
  Special: immune to 
  poison, squatting pin (if 2 
  slams hit, target must save or 
  be pinned beneath bulk for 1d8 damage 
  per round, Open Doors check with –3 penalty 
  to escape). 
  Golems
  Golems are dangerous guardians often 
  found in a wizard’s high tower, the 
  forgotten tomb of a divine servant, or 
  roaming wildly through the countryside 
  uncontrollable. Two new Midgard golems 
  are presented below.
  Golem, Eye
  Hit Dice: 8 (40 hit points)
  Armor Class: 8[11]
  Attacks: slam (3d8)
  Saving Throw: 4
  Special: +1 or better magic weapons to hit, gaze of 
  ancient light, immune to most spells, slowed by cold, 
  healed by electricity 
  Move: 9
  Alignment: Neutrality
  Number Encountered: 1
  Challenge Level: 12/2000
  An eye golem is muscular giant, well-proportioned with 
  smooth, marble-white skin covered in eye-like sigils. When 
  it opens one of its eyes opens for a moment, a beam as 
  bright as the sun shines forth, piercing the darkness. Three 
  times per day, any creature within 30ft who sees the light 
  must make a saving throw or be blinded permanently. 
  Eye golems stand at least ten feet tall, and their magically 
  durable hide is covered with real eyes as well as arcane 
  sigils that resemble eyes. Eye golems are immune to most 
  spells, but cold slows them, while electricity heals them 
  for the number of points of damage inflicted.
  When killed, an eye golem does not simply fall down 
  dead. All of its eyes open at once, a deafening bellow is 
  heard for miles, and a blinding burst of light shines from 
  the body. When the light and noise stop, hundreds of 
  perfectly preserved eyeballs are left on the ground, still 
  warm and fresh and without scars or damage.
  Eye Golem: HD 8 (40 hp); AC 8[11]; Atk slam (3d8); 
  Move 9; Save 4; AL N; CL/XP 12/2000; Special: +1 
  or better magic weapons to hit, gaze of ancient light (3/
  day, 30ft, save or permanently blinded), immune to most 
  spells, slowed by cold, healed by electricity. 
  
  31
  Golem, Hoard
  Hit Dice: 12
  Armor Class: 3[16]
  Attacks: slam (4d10)
  Saving Throw: 3
  Special: +1 or better magic weapons to hit, immune to 
  most spells and slashing weapons, healed by fire, thieving 
  whirlwind 
  Move: 9
  Alignment: Neutrality
  Number Encountered: 1
  Challenge Level: 16/3200
  A hoard golem is a pile of gold, jewelry, and weapons that 
  can rise on its own like a tidal wave of riches, with a cold 
  and determined face. A hoard golem can crash down 
  with the weight of a fortune, flattening everything in its 
  path. The hoard golems were born from the paranoia 
  of dragons. Despite their great physical and intellectual 
  power, dragons are always suspicious of any creature 
  willing to work for them. The first hoard golem was 
  created when a dragon realized that there could be no 
  guardian more trustworthy with its hoard than the hoard 
  itself. Since then, the secret of hoard golem construction 
  has emerged, and rich nobles have followed suit, 
  enchanting their wealth to defend itself from thieves.
  Hoard golems are 25ft tall and weigh 20,000 lbs. A 
  hoard golem’s body is composed of items—copper, silver, 
  gold, works of art, armor, weapons, and magical items—
  worth at least 5000gp. They are immune to most spells 
  and slashing weapons. Fire heals a hoard golem for the 
  number of points of damage done 
  (although using fire on it has a 25% 
  chance each time of lowering the 
  overall value of the hoard by 10% 
  as metal is melted into slag and 
  works of artwork are destroyed). 
  Three times per day, a hoard golem 
  can transform into a 20ft radius whirlwind 
  of treasures of which it is composed. Any 
  creature caught in this swirling storm 
  takes normal damage, but also must make 
  a saving throw or have a random item 
  (excluding armor) ripped from it and 
  engulfed into the hoard golem. 
  Hoard Golem: HD 12; AC 3[16]; Atk 
  slam (4d10); Move 9; Save 3; AL N; CL/
  XP 16/3200; Special: +1 or better magic 
  weapons to hit, immune to most spells and 
  slashing weapons, healed by fire, thieving 
  whirlwind (3/day, 20ft radius, save or lose 
  random item to hoard). 
  Gray Thirster
  Hit Dice: 6
  Armor Class: 7[12]
  Attacks: 2 claws (1d6)
  Saving Throw: 11
  Special: drought, immune to fire and poison, thirst 
  Move: 12
  Alignment: Chaos
  Number Encountered: 1
  Challenge Level: 8/800
  A gray thirster is a dried-out body of a long dead traveler 
  still clad in the tattered remains of his clothes. Skin as 
  dry as parchment clings to the bones that are clearly 
  distinguishable underneath. A hoarse moaning emanates 
  from the dry, cracked lips. Any creature within 30ft of 
  a gray thirster must make a saving throw or become 
  parched and suffer a –1 to hit and damage. Once per day, 
  a gray thirster can draw the moisture from a 20ft radius 
  centered on itself. Nonmagical water and other liquids 
  within this area turn to dust. Creatures take 2d6 points of 
  damage as they are consumed by thirst. They can make a 
  saving throw for half damage. 
  
  32
  Gray Thirster: HD 6; AC 7[12]; Atk 2 claws (1d6); 
  Move 12; Save 11; AL C; CL/XP 8/800; Special: 
  drought (1/day, 20ft radius, 2d6 damage, save for half), 
  immune to fire and poison, thirst (30ft radius, save or 
  parched and suffer –1 to hit and damage). 
  Lich Hound
  Hit Dice: 7
  Armor Class: 3[16]
  Attacks: bite (1d10)
  Saving Throw: 9
  Special: +1 or better magic weapons to hit, 
  ethereal jaunt, gut rip, howl
  Move: 12/18 (fly)
  Alignment: Chaos
  Number Encountered: 1
  Challenge Level: 10/1400
  Their howls echoing from another plane, lich hounds 
  always arrive wreathed in mist. Bright white skulls with 
  a heavy jaw and thick, robust skeletal bodies define the 
  ferocious lich hounds. Their eyes burn green or blue, and 
  their tongues resemble black fire. Any creature bitten by 
  a lich hound must make a saving throw or be knocked 
  down as the hound shakes its prey. The lich hound 
  immediately pounces on the prone creature and rips at its 
  guts, inflicting automatic 2d8 points of damage.
  Three times per day, creatures within 100ft hearing the 
  eerie howl of a lich hound must make a successful saving 
  throw or flee in fear for 5 rounds. There is a 30% chance 
  the creature drops whatever it carries in its hands. Lich 
  hounds can shift out of phase with their surroundings 
  (meaning only ethereal creatures can attack them), then 
  shift back to attack later. They can be hit only by +1 or 
  better magic weapons.
  Lich Hound: HD 7; AC 3[16]; Atk bite (1d10); Move 12 
  (fly 18); Save 9; AL C; CL/XP 10/1400; Special: +1 or 
  better magic weapons to hit, ethereal jaunt (shift in and 
  out of phase at will, ethereal attacks only), gut rip (bite, 
  save or knocked prone for automatic 2d8 damage), howl 
  (3/day, save or flee in fear for 5 rounds, 30% chance of 
  dropping held objects). 
  Living Wick
  Hit Dice: 6
  Armor Class: 6[13]
  Attacks: slam (1d6)
  Saving Throw: 11
  Special: consume self, melting, vulnerable to fire
  Move: 12
  Alignment: Neutrality
  Number Encountered: 1, 1d4+2
  Challenge Level: 8/800
  Living wicks are obedient wax statues brought to life by an 
  enchanted wick that runs from the nape of their neck to 
  their lower back. When new, a living wick looks and moves 
  like a human, but as the wick burns, the wax features 
  melt and the statue takes on a twisted, hunchbacked 
  appearance. Living wicks are powered by flames, and 
  therefore they have a predetermined life cycle. They are 
  typically reduced to formless lumps in a month, losing 1 
  hit point for every 24 hours they remain lit. They cannot 
  move or act when not lit. They obey their creator’s wishes. 
  Their creators can command a living wick to rapidly 
  burn through the remains of its wick, creating a devastating 
  fireball. All creatures within 20ft take 2d6 points of damage 
  and can make a saving throw for half damage. The living 
  wick is reduced to a lifeless puddle of wax.
  Living Wick: HD 6; AC 6[13]; Atk slam (1d6); Move 
  12; Save 11; AL N; CL/XP 8/800; Special: consume self 
  (20ft-radius fireball, 2d6 damage, save for half), melting 
  (1hp damage for every 24 hours lit), vulnerable to fire 
  (200%). 
  
  33
  Lorelei
  Hit Dice: 6
  Armor Class: 6[13]
  Attacks: weapon (1d4)
  Saving Throw: 11
  Special: charm, spells, stunning glance
  Move: 12/12 (swim)
  Alignment: Chaos
  Number Encountered: 1, 1d4+1
  Challenge Level: 9/1100
  Lounging on large river rocks or within swirling eddies 
  untouched by the rush of the current, these breathtaking 
  fey known as lorelei call plaintively to travelers and 
  knights errant. They seek nothing less than the last breath 
  of a drowning man. These callous river sirens can charm 
  victims (as charm person) within 30ft who look directly at 
  them (save resists). Their glance forces targets within 30ft 
  to make a saving throw or be stunned for 2 rounds. They 
  can see in the dark (darkvision) up to 60ft. They cast spells 
  as a 5th-level magic-user.
  Although legends describe the lorelei as golden-haired 
  and fair-skinned, they come in all varieties, each more 
  voluptuous than the next. While most resemble sensual 
  humans, a lorelei’s form can also include elves, dwarves, 
  and in some recorded cases even orcs and hobgoblins—a 
  lorelei mimics her most frequent prey. While they prefer 
  to prey on men, their powers affect women just the same. 
  They usually leave women travelers alone, 
  however, unless they defend male companions.
  Lorelei: HD 6; AC 6[13]; Atk weapon (1d4); 
  Move 12 (swim 12); Save 11; AL C; CL/XP 
  9/1100; Special: charm (30ft, save resists), spells 
  (MU 4/2/1), stunning glance (30ft gaze, save or 
  stunned for 2 rounds). 
  Map Mimic
  Hit Dice: 3
  Armor Class: 7[12]
  Attacks: pseudopod (1d6)
  Saving Throw: 13
  Special: constrict face, immune to acid, mimicry
  Move: 9/12 (fly)
  Alignment: Neutrality
  Number Encountered: 1
  Challenge Level: 4/120
  A map mimic resembles a treasure map that 
  flaps as if caught in a strong wind, even in a 
  dungeon where the air is perfectly still. When 
  touched, the map splits open, revealing its 
  fanged mouth and face. Map mimics get 
  their names from taking the form of a 
  page from a book or scroll, but they 
  can also assume the guise of any tiny 
  flat object—a piece of leather, a dinner 
  plate, etc. If a map mimic hits with 
  its pseudopod, the target must make a saving throw or 
  the mimic attaches itself to the creature’s face, blinding 
  and deafening it, and causing it immediately to begin 
  to suffocate. Damage done to the map mimic when it is 
  attached is divided between it and the target.
  Map Mimic: HD 3; AC 7[12]; Atk pseudopod (1d6 plus 
  constrict face); Move 9 (fly 12); Save 13; AL N; CL/XP 
  4/120; Special: constrict face (save or mimic attaches to 
  target’s face, blinding and deafening it, and causing it to 
  suffocate; damage done to mimic divided between it and 
  target), immune to acid, mimicry (any small, flat object). 
  Millitaur
  Hit Dice: 8
  Armor Class: 6[13]
  Attacks: weapon (1d6 plus poison)
  Saving Throw: 8
  Special: +1 or better magic weapons to hit, immune to 
  poison, poison
  Move: 12/9/12 (burrow/climb)
  Alignment: Neutrality
  Number Encountered: 1, 1d2+2
  Challenge Level: 9/1100
  
  34
  The millitaur is a purplish-black segmented worm the size 
  of a horse, with hundreds of legs, black multifaceted eyes, 
  and thick powerful mandibles. They wield two crude stone 
  axes. Millitaurs have a mild poison. Millitaur handaxes 
  often drip with this substance, smeared onto them from 
  the beast’s mandibles. This poison does an additional 1d4 
  points of damage to anyone who fails a saving throw after 
  being struck by one of the poisoned axes.
  Millitaur: HD 8; AC 6[13]; Atk 2 handaxes (1d6 plus 
  poison); Move 12 (burrow 9, climb 12); Save 8; AL N; 
  CL/XP 9/1100; Special: +1 or better magic weapons to 
  hit, immune to poison, poison (1d4 damage, save resists). 
  Equipment: 2 handaxes
  Nkosi
  Hit Dice: 2
  Armor Class: 7[12]
  Attacks: weapon (1d6), bite (1d4)
  Saving Throw: 16
  Special: darkvision, shapechange
  Move: 12 
  Alignment: Lawful
  Number Encountered: 1, 1d4+2
  Challenge Level: 4/120
  With a thick mane of beaded locks, these powerful-
  looking bestial humanoids grin with a huge mouthful of 
  pointed teeth—as befits a shapeshifter that can turn into 
  a noble lion. The nkosi resemble bestial humans with cat’s 
  eyes, slender tails, and the fangs and fur of a lion. Most 
  grow their hair long, braiding colorful beads into their 
  locks to mark important events in their lives. Although 
  the true form of the nkosi is that of a feline humanoid 
  with leonine features, the most striking feature of the 
  nkosi is their ability to change their shape, taking the form 
  of a lion. Nkosi can see in the dark (darkvision) up to a 
  range of 60ft.
  Nkosi: HD 2; AC 7[12]; Atk weapon (1d6), bite (1d4); 
  Move 12; Save 16; AL L; CL/XP 4/120; Special: 
  darkvision (60ft), shapechange (into lion). 
  Lion: HD 5+2; AC 6[13]; Atk 2 claws (1d4), bite (1d8); 
  Move 12; Save 12; AL N; CL/XP 5/240; Special: none.
  Oculo Swarm
  Hit Dice: 10
  Armor Class: 5[14]
  Attacks: g
  Saving Throw: 5
  Special: eye scouts, gaze, remove eyes
  Move: 6/15 (fly)
  Alignment: Chaos
  Number Encountered: 1   
  Challenge Level: 13/2300
  An oculo swarm is a collection of hundreds of eyes that 
  float along, trailing ganglia and dripping caustic fluid that 
  sizzles when it hits the ground. An oculo swarm results 
  from an experiment to create a live scrying sensor that 
  went poorly. Oculo swarms can swarm over creatures, 
  causing their eyes to strain out of their sockets. A creature 
  within 5ft of an oculo swarm must make a saving throw or 
  be blinded. On the next round, the blinded creature must 
  Oculo Swarms  
  in Midgard  
  Bemmean wizards have been  
  known to employ oculus swarms as  
  lie detectors during negotiations. An  
  oculus instinctively reads eye movements, and it can 
  communicate what it sees to the wizard by moving 
  in a specific way or by changing the color of its irises. 
  If negotiations go poorly, the mage gives the swarm 
  permission to add a fresh pair of eyes to its number.
  
  35
  make another saving throw or have its eyes pulled out (1d8 
  points of damage) and absorbed into the swarm. An oculo 
  swarm also can send individual eyes out as scouts. Each eye 
  scout has 1 hit point and can travel up to 100ft away from 
  the main swarm. It must return within an hour or it dies. 
  Oculo swarms take half damage from slashing and 
  piercing weapons. They are immune to paralysis, sleep 
  and charm spells. Three times per day, an oculo swarm 
  can target a creature within 30ft with its gaze attack. The 
  target must make a saving throw or be affected by either a 
  confusion or hold person spell (50% chance of either). The 
  effect lasts for 1d4 rounds.
  Oculo Swarm: HD 10; AC 5[14]; Atk gaze; Move 5 (fly 
  15); Save 5; AL C; CL/XP 13/2300; Special: eye scouts 
  (100ft), gaze (30ft, save or affected by confusion or hold 
  person [50% each]), remove eyes (5ft, save or blinded; 2nd 
  save or eyes pulled out, 1d8 damage).
  Ramag
  Hit Dice: 3
  Armor Class: 7[12]
  Attacks: weapon (1d6)
  Saving Throw: 14
  Special: dimension door, ley line use, spells
  Move: 12
  Alignment: Neutrality
  Number Encountered: 1, 1d8+2
  Challenge Level: 4/120
  The ramag, denizens of a blasted desert waste, now huddle 
  in the remains of an ancient city—a city magically scattered 
  across hundreds of miles. The ramag were a powerful 
  tribe of dimensional sorcerers allied with a great society 
  of titans, and they were indeed human in ages past. Over 
  time, strange practices warped them into their current 
  state, and they are clearly no longer purely human. Their 
  limbs grow too long in proportion to their bodies, giving 
  them a stooped, odd posture. Their features are angular, 
  and a ramag’s hair is impossibly thick; each strand is the 
  width of a human finger. They wear their strange hair tied 
  back in decorative clasps. Ramag cast spells as a 5th-level 
  spellcaster (either magic-user, cleric, or druid). Ramag 
  intuitively are drawn to the ley lines of the land and cast 
  their spells by tapping into this powerful magic. Roll 1d10 
  when a ramag casts a spell to discover which ley line table 
  influences the spell: 1–6, weak; 7–9, strong; 10, titanic. They 
  can also use the ley lines to dimension door at will.
  Ramag: HD 3; AC 7[12]; Atk weapon (1d6); Move 12; 
  Save 14; AL N; CL/XP 5/240; Special: dimension door 
  (at will, as spell), ley line use (roll 1d10 for ley line table: 
  1–6, weak; 7–9, strong; 10, titanic), spells (as 5th-level 
  magic-user, cleric or druid). 
  Risen Reaver
  Hit Dice: 9
  Armor Class: 6[13]
  Attacks: slash (2d8)
  Saving Throw: 6
  Special: absorb weapon, disarm, pounce 
  Move: 12 (30ft leap)
  Alignment: Chaos
  Number Encountered: 1, 1d4
  Challenge Level: 10/1400
  A risen reaver might once have been human, but now 
  has four legs and nightmarishly long, thick arms. What’s 
  worse, its skin has been flayed off, revealing the dead 
  muscle and sinew beneath. The risen reaver is an undead 
  creature born from a warrior fallen on the battlefield. Its 
  body becomes an avatar of combat, with four legs and a 
  pair of long, heavy arms. In the process, it sheds its skin, 
  becoming entirely undead muscle, bone, and sinew. When 
  risen reavers take form, they absorb all weapons around 
  them. Some of these weapons pierce their bodies, and 
  others become part of the risen reaver’s armament. Their 
  four legs are tipped with blades on which they walk like 
  metallic spiders. Their arms are covered in weaponry 
  infused into their flesh, which they use to crush and flay 
  any living creatures they encounter.
  Risen reavers slash at opponents with their blade-infused 
  limbs. They have a 2-in-6 chance per successful strike of 
  disarming a foe (who can make a saving throw to hold onto 
  their weapon). A risen reaver can absorb any lost weapon 
  instead of attacking, gaining a +1 bonus to hit and damage 
  per weapon absorbed (+3 maximum) for that combat. A 
  risen reaver can leap up to 30ft using its powerful legs. 
  Risen Reaver: HD 9; AC 6[13]; Atk slash (2d8); Move 
  12 (30ft leap); Save 6; AL C; CL/XP 10/1400; Special: 
  absorb weapon (1 round, gain +1 bonus to hit and 
  damage, +3 maximum), disarm (2-in-6 chance), pounce 
  (30ft leap). 
  Ramag in Midgard  
  The ramag all live within the twelve scattered districts of 
  their home city, Ramagani (home, in their dialect), with 
  11 districts in the Abandoned Lands of the Southlands 
  and one on an island off the coast. Though the districts 
  are far apart, the ramag consider them all part of one 
  great metropolis. The inhabited districts are guarded by 
  powerful ramag spellcasters and by the Stormwatch—a 
  garrison of arcane warriors who operate enchanted 
  lightning ballistae in defense of the city. 
  
  36
  Spider Thief
  Hit Dice: 6
  Armor Class: 5[14]
  Attacks: 2 claws (1d8)
  Saving Throw: 11
  Special: immune to charm and sleep,  
  leap, razor wire 
  Move: 12/9 (climb) (20ft leap)
  Alignment: Neutrality
  Number Encountered: 1, 1d3+1
  Challenge Level: 7/600
  A spider thief is a clockwork spider the size of a dog. Each 
  of its eight sharp, sickle-like feet stabs or sinks slightly 
  into the ground. Razor wire enwraps its body, while gyros 
  whirl visibly in its faceless, clockwork head. It attacks 
  using a whirling razor line to entangle a target, then draws 
  the target into range of its sickle claws. The spider thief 
  must make a to-hit roll with the razor line. If it hits, the 
  target is wrapped in the wire and drawn toward the spider 
  on the next round unless it makes an Open Doors check 
  with a –2 penalty to escape. The ensnared creature takes 
  automatic claw damage (2d8) each round it is held. The 
  spider thief can also fire the line to “leap” up to 20ft in any 
  direction. The clockwork spiders are immune to charm 
  and sleep spells.
  Spider Thief: HD 6; AC 5[14]; Atk 2 claws (1d8); Move 
  12 (climb 9) or leap (20ft); Save 11; AL N; CL/XP 7/600; 
  Special: immune to charm and sleep, leap (20ft), razor 
  wire (to-hit roll, Open Doors check to escape –2 penalty, 
  automatic claw damage [2d8]). 
  Sarcophagus Slime
  Hit Dice: 5
  Armor Class: 3[16]
  Attacks: slam (1d6 plus 1d4 acid)
  Saving Throw: 12
  Special: acid, amorphous, corrupting gaze
  Move: 9
  Alignment: Neutrality
  Number Encountered: 1
  Challenge Level: 7/600
  Sarcophagus slimes are amorphous undead guardians 
  placed in the tombs of the powerful to guard them and 
  to wreak terrible vengeance on would-be defilers of the 
  ancient crypts. They seethe with baleful energy, and 
  their blackened skulls retain a simple watchfulness. The 
  strike foes with an acidic pseudopod. A slime can target 
  one foe within 30ft every 1d4 rounds with its corrupting 
  gaze. The target must make a saving throw or take 2d4 
  points of damage. A creature killed by this gaze becomes 
  a sarcophagus slime within 24 hours. A sarcophagus slime 
  can squeeze through a space as narrow as 1in wide. 
  Sarcophagus Slime: HD 5; AC 3[16]; Atk slam (1d6 plus 
  acid); Move 9; Save 12; AL N; CL/XP 7/600; Special: 
  acid (1d4 damage), amorphous (squeeze through tiny 
  spaces), corrupting gaze (every 1d4 rounds, 30ft radius, 
  save or 2d4 damage). 
  Shadow Fey Hunter
  Hit Dice: 3
  Armor Class: 7[12]
  Attacks: longbow x2 (1d6+1)
  Saving Throw: 14
  Special: shadow step, vulnerable to sunlight
  Move: 12
  Alignment: Chaos or Neutrality
  Number Encountered: 1, 1d6+4
  Challenge Level: 4/120
  Shadow fey resemble elves physically, but with some 
  striking differences. Their skin color tends toward 
  alabaster white, ebon black, or subtle grays. A few have 
  scintillating, shimmering skin. Many shadow fey have 
  horns, from subtle nubs to large and obvious protrusions, 
  either satyr- or fiend-like depending on the chronicler. 
  They are expert marksmen, gaining a +1 to hit with a bow. 
  They can see in the dark (darkvision) to a range of 60ft. 
  When in darkness or deeps shadows, three times per day 
  they can vanish from one shadow and appear in another 
  within 120ft. Being creatures of shadow, they suffer a –1 
  penalty to hit in bright sunlight. 
  Shadow Fey Hunters: HD 3; AC 7[12]; Atk longbow x2 
  (1d6+1); Move 12; Save 14; AL C or N; CL/XP 4/120; 
  Special: shadow step (3/day, vanish and reappear in 
  shadows up to 120ft), vulnerable to sunlight (–1 to hit).
  Equipment: longbow, 20 arrows
  
  37
  Suturefly
  Hit Dice: A (1d4)  
  Armor Class: 6[13]
  Attacks: sew
  Saving Throw: 18
  Special: sew flesh
  Move: 3/24 (fly)
  Alignment: Neutrality
  Number Encountered: 1d6, 2d10
  Challenge Level: A/5
  Sutureflies are tiny darting creatures 
  that resemble dragonflies, but with three 
  pairs of gossamer wings and a body made 
  from splintered wood. Flashes of bright colors run 
  along their bodies. The suturefly flits from its hive with 
  supernatural speed, repeatedly piercing the target’s 
  face, each time threading a loop of the target’s own skin 
  through the previous hole. These skin loops rapidly 
  blacken, shrink, and draw the orifice tightly closed. It 
  takes a sharp blade to sever the loops and reopen the 
  orifice, and the process causes intense pain and 1d2 points 
  of damage. A victim whose mouth and nose have been 
  sewn shut begins suffocating at the start of his or her next 
  turn. Roll 1d6 to determine the suturefly’s target (reroll if 
  the target has already been sealed): 1–2, eye (50% left or 
  right); 3–4, nose; 5–6, mouth.   
  Suturefly: HD A (1d4); AC 6[13]; Atk sew; Move 3 (fly 
  24); Save 18; AL N; CL/XP A/5; Special: sew flesh (sew 
  eyes, nose, mouth closed with hit; roll 1d6: 1–2, eye (50% 
  left or right); 3–4, nose; 5–6, mouth; 1d2 damage to cut 
  suture).
  Suturefly Swarm: HD 5; AC 6[13]; Atk swarm (sew 
  flesh); Move 3 (fly 24); Save 12; AL N; CL/XP 5/240; 
  Special: sew flesh (sew eyes, nose, mouth closed with 
  hit; roll 1d6: 1–2, eye (50% left or right); 3–4, nose; 5–6, 
  mouth; 1d2 damage to cut suture). 
  Temple Cat
  Hit Dice: 1
  Armor Class: 7[12]
  Attacks: bite (1d4), 2 claws (1d2)
  Saving Throw: 17
  Special: imbue spells, spells
  Move: 12
  Alignment: Varies
  Number Encountered: 1, 1d2+2
  Challenge Level: 2/30
  A slim feline far larger than any house cat slips from the 
  shadows. A temple coat’s coat glistens like ink as it chirps, 
  and its tail flicks teasingly as its golden eyes observe the 
  doings in its temple. Three times per day, temple cats can 
  cast charm person and cure light wounds. A priest that 
  worships with a temple cat within 5ft can imbue two 1st-
  level spells and one 2nd-level spell into the temple cat. The 
  feline can can cast these spells once per day.
  Temple Cat: HD 1; AC 7[12]; Atk bite (1d4), 2 claws 
  (1d2); Move 12; Save 17; AL Varies; CL/XP 2/30; 
  Special: imbue spells (gain two 1st-level, one 2nd-level 
  spell from cleric to cast 1/day), spells. 
   Spells: 3/day—charm person, cure light wounds.
  Sutureflies in Midgard 
  In the Mistwallows of the deep Margreve, a green and 
  gold variety specifically attack hags and any others who 
  allow magic to escape their lips. Sutureflies dart, hover, 
  and strafe as they seal openings with surgical precision. 
  Most are 6in long, but rangers who’ve ventured deep 
  into the Margreve claim to have discovered detached 
  suturefly wings over 5ft long, fit to sew shut the eyes and 
  mouths of giants. 
  Folk of the outer Margreve release sutureflies from 
  wooden coffers at forest trials to encourage witnesses 
  to tell the truth. In the heart of the woods, one of Baba 
  Yaga’s daughters polices her “flock” of stolen children 
  with sutureflies.
  
  38
  Treacle
  Hit Dice: 2
  Armor Class: 6[13]
  Attacks: blood drain (1d6)
  Saving Throw: 16
  Special: amorphous, blood drain, reshape
  Move: 6/6 (climb)
  Alignment: Neutrality
  Number Encountered: 1
  Challenge Level: 2/30
  Treacles are tiny oozes that transform into pets, infants, 
  or injured animals. In the most horrific cases, these oozes 
  resemble children’s toys. Treacles rely on a primitive form 
  of telepathy to sense which shapes a potential victim finds 
  least threatening or most enticing. Once they assume a 
  nonthreatening form, treacles mewl, sing, or make pitiful 
  noises to attract attention. Once they’re in contact with a 
  potential victim, treacles drain blood slowly, ideally while 
  their prey sleeps or is paralyzed. A victim slowly loses 1d6 
  hit points per hour. A victim has a cumulative 20% chance 
  each hour to notice the blood drain.  
  Treacles are small, weighing less than 6 lbs. Their 
  natural forms are pale and iridescent, like oil on fresh 
  milk, but they’re seldom seen this way.
  Treacle: HD 2; AC 6[13]; Atk blood drain (1d6); Move 
  6 (climb 6); Save 16; AL N; CL/XP 2/30; Special: 
  amorphous, blood drain (1d6 hp/hour, 20% cumulative 
  chance per hour to notice), reshape (small objects). 
  Trollkin 
  Hit Dice: 2
  Armor Class: 5[14]
  Attacks: 2 claws (1d4), bite (1d4) or by weapon (1d8)
  Saving Throw: 16
  Special: regenerate
  Move: 12
  Alignment: Chaos
  Number Encountered: 1, 2, or 1d6+2
  Challenge Level: 3/60
  In ancient times, ogres, trolls, and fey sometimes took 
  human mates. Their descendants are the trollkin. 
  With their thick hide of green or brown, trollkin are 
  superficially similar to orcs or hobgoblins, standing more 
  than 6ft tall and weighing 200 lbs. While many trollkin 
  share a rough and unkempt appearance, their inhuman 
  lineage can show itself in a wide variety of forms. They 
  can see in the dark (darkvision) to a range of 60ft. The 
  trollkin’s skin is thick and knobby, and it sports wicked 
  talons and tusks. Once per day, a trollkin can regenerate 
  1d6 points of damage. 
  Trollkin: HD 2; AC 5[14]; Atk 2 claws (1d4), bite (1d5) 
  or by weapon (1d8); Move 12; Save 16; AL C; CL/XP 
  3/60; Special: regerate (1/day, 1d6 hp). 
  Vapor Lynx 
  Hit Dice: 5
  Armor Class: 5[14]
  Attacks: 2 claws (1d6), bite (1d8)
  Saving Throw: 12
  Special: gaseous form, poison breath
  Move: 18
  Alignment: Neutrality
  Number Encountered: 1d2, or 1d3+2
  Challenge Level: 6/400
  These great cats pad noiselessly, while tendrils of smoke 
  drift off their sleek gray coats, leaving misty whorls in 
  their wake. Their eyes shift from dull, pallid orbs to pitch-
  
  39
  Monsters by Challenge Level
  Challenge Level (CL) A to 1
  Bucca
  Suturefly
  Challenge Level (CL) 2
  Temple Cat
  Treacle
  Challenge Level (CL) 3
  Alseid
  Trollkin
  Challenge Level (CL) 4
  Map Mimic
  Nkosi
  Shadow Fey Hunter
  Challenge Level (CL) 5
  Bearfolk
  Behtu
  Bone Crab
  Clockwork Hound
  Drake, Alehouse
  Ramag
  Suturefly Swarm
  Challenge Level (CL) 6
  Frostveil
  Vapor Lynx
  Challenge Level (CL) 7
  Darakhul (Ghoul)
  Firegeist
  Sarcophagus Slime
  Spider Thief
  Challenge Level (CL) 8
  Gray Thirster
  Living Wick
  Challenge Level (CL) 9
  Darakhul Warrior (Ghoul)
  Darakhul (Ghoul)
  Lorelei
  Millitaur
  Challenge Level (CL) 10
  Lich Hound
  Risen Reaver
  Challenge Level (CL) 11
  Clockwork Abomination
  Flab Giant
  Challenge Level (CL) 12
  Eye Golem
  Challenge Level (CL) 13
  Gilded Devil
  Oculo Swarm
  Challenge Level (CL) 14
  Fellforged
  Challenge Level (CL) 16
  Hoard Golem
  Challenge Level (CL) 17
  Dinosaur, Spinosaurus
  black slits. Their lips curl up into a fang-revealing smile 
  as their bodies fades into fog. A vapor lynx can assume 
  gaseous form three times per day. Every 1d4+1 rounds 
  they can breathe out a 40ft radius poisonous fog. Any 
  creature inside the fog cloud is poisoned for 1d4+1 
  rounds, taking 1d6 points of damage per round 
  unless they make a saving throw for half damage. 
  Vapor Lynx: HD 5; AC 5[14]; Atk 2 claws 
  (1d6), bite (1d8); Move 18; Save 12; AL N; 
  CL/XP 6/400; Special: gaseous form (3/
  day), poison breath (40ft radius, poisoned 
  for 1d4+1 rounds, 1d6 damage/round, save 
  for half).
  
  40
  3
  M
  agic exists in countless forms, from the barely detectable to the 
  massively obvious. Ley lines naturally bridge the gap between the 
  subtle but pervasive source of magic and the concrete, applied force 
  that moves mountains. Ley “lines” are actually channels where magical power 
  flows like an invisible river wending across the landscape. They are called lines 
  because length is their only measurement that has meaning in this dimension. 
  Scholars and sages hotly debate the origin of ley lines, but their effects are 
  undeniable. 
  Ley lines fuel both arcane and divine magic. The lines themselves are invisible to 
  normal sight, but magic quickly reveals their presence. To spellcasters trained to 
  find them, ley lines stand out as glowing torrents of energy, pulsing bands of light 
  akin to aurorae, or glittering strings.
  Ley Line Magic
  
  41
  Ley lines are neither homogenous nor ubiquitous. Some 
  geographic regions are rich in ley lines while others have 
  none to speak of. They course through air, water, and solid 
  earth with equal ease, but some environments, such as 
  stone and narrow caverns, make them difficult to find and 
  to trace.
  The following rules from the Midgard Campaign 
  Setting are offered for you to spice up your Swords & 
  Wizardry campaign by giving spellcasters a chance to 
  “bump up” their spells via the magical conduits of the 
  world. They might also face the dangers of doing so as the 
  spell backlash hits them…
  Power of the Land 
  Ley lines tend to follow the contours of the land they 
  flow across. At the same time, the terrain also reacts to 
  the magical current. Learned spellcasters can study the 
  features of an area to determine whether ley lines are 
  present and to gain insight into what effects they might 
  produce. Creatures with close ties to the land can tell 
  the difference between an area graced with a ley line 
  and one without. Druids, rangers, woodsmen, farmers, 
  even miners and architects have been known to learn the 
  telltale signs of a ley line’s presence and use them to their 
  advantage. 
  Natural pathways through the terrain (regardless of 
  foliage) are easy channels for ley lines to follow. Like 
  water, the magical power of ley lines follows a path of least 
  resistance; it’s not uncommon for ley lines to follow or 
  closely parallel waterways. Enterprising rulers and bold 
  magic-users sometimes manipulate the land to alter a ley 
  line’s path — or at least, try to do so. Such meddling is 
  delicate work, and it can have disastrous consequences 
  if the job is botched. The benefits are tempting enough 
  to outweigh the risk. Specific magical effects or even 
  spectacular marvels such as chunks of rock or earth held 
  aloft by the flowing power can be engineered via expertly 
  channeled ley lines. 
  Ley Lines in Midgard   
  In the Midgard Campaign Setting, ley lines are an 
  inextricable fixture of the world. They crisscross most of 
  the surface world, sometimes tunneling through it or 
  arcing above it, carrying magical power to all corners of 
  the land. 
  Most importantly, ley lines flow along mystical 
  passages that traverse the planes. These passages are 
  known as fey roads or shadow roads. Fey roads allow 
  impossibly swift travel across Midgard, and those who 
  know the secrets of their use guard them jealously. 
  Ley lines have a particularly important place to the 
  ramag of the Southlands. The ramag are a magic-using 
  race of humanoids who control and maintain a set of 
  magical portals, though only with difficulty. A chaotic 
  network of atypically unstable ley lines ravages the 
  Abandoned Lands where the ramag live, and the ramag 
  work diligently to keep them at least somewhat under 
  control. 
  WEAK LEY LINE EFFECTS 
  1d10 
  Effect 
  1 
  If the spell attack misses or if the target makes a successful saving throw, the caster can choose a new target 
  within 10ft of the original target and within range. Make a new attack roll (–1 to-hit penalty) or the new target 
  makes a saving throw (+1 to save). 
  2 
  The caster can delay the effect of the spell for up to 5 rounds. Choose how many rounds you want the spell to 
  delay at the moment it’s cast. The spell takes effect at the start of your turn that many rounds later. 
  3 
  If the spell deals acid, cold, fire, lightning, or another type of damage, the caster can change the damage to one 
  of the other types. 
  4 
  If the spell affects multiple creatures, choose one. That creature takes a –2 penalty on its saving throw against the 
  spell. 
  5 
  Double the range of the spell. 
  6 
  A creature that takes damage from the spell is held for 1 round (as the hold person spell) if it fails a saving throw. 
  7 
  Creatures damaged by the spell are also deafened for 1 minute. 
  8 
  Double the duration of the spell (Referee’s discretion). 
  9 
  A creature damaged by the spell is also knocked prone unless it makes a successful saving throw. 
  10 
  Roll twice on this table (treat duplicate results as “no additional effect”), or roll once on the Strong Ley Line 
  Effects table. 
  
  42
  TITANIC LEY LINE EFFECTS  
  1d10 
  Effect 
  1 
  If the spell affects only one target, it instead affects up to six targets of the caster’s choice. 
  2 
  If the spell affects an area, double the area’s size. 
  3 
  Creatures affected by the spell are stunned until they make a saving throw to end the effect. 
  4 
  The caster gains a +3 Armor Class bonus for 1d6+2 rounds. 
  5 
  The spell does not vanish from the caster’s memory. 
  6 
  Creatures immune to the damage of the spell take half damage instead. 
  7 
  The spell functions as if the spellcaster was two levels higher when it is cast. 
  8 
  The caster receives 15% magic resistance for 10 minutes. 
  9 
  A creature damaged by the spell is pushed 10ft away and knocked prone. 
  10 
  Choose one effect listed above. 
  STRONG LEY LINE EFFECTS  
  1d10 
  Effect 
  1 
  The caster can choose to reroll any of the damage dice. 
  2 
  The spell functions as if the spellcaster was one level higher when it is cast. 
  3 
  Creatures damaged by your spell are also poisoned for 1 minute. A poisoned creature must make a saving 
  throw or take an additional 1d6 points of damage. 
  4 
  The caster regains 1d4 hit points per level of the spell. 
  5 
  The spell ignores magic resistance. 
  6 
  A creature that takes acid or fire damage from the spell takes an additional 2d6 points of damage of the same 
  type at the start of the next round. 
  7 
  Targets of the spell take a –2 penalty to saving throws against it. 
  8 
  The caster can choose to exclude any creature he can see from the area of the spell. 
  9 
  If the spell normally affects just the caster, he can cast it as a touch spell instead. 
  10 
  Roll twice on this table (treat duplicate results as “no additional effect”), or roll once on the Titanic Ley Line 
  Effects table. 
  Using Ley Lines 
  Spellcasters can tap ley lines to fill their spells with sudden 
  bursts of power. While this can be dangerous, a skilled 
  caster can create fantastic effects with extra power. 
  Ley lines vary in intensity from weak trickles to titanic 
  torrents of mystical power. In general, the more intense 
  the ley line, the more potent its effect on magic and the 
  more difficult it is to tap into. 
  When a spell is cast within 30ft of a ley line, the 
  spellcaster can make a check as determined by the Referee 
  to tap the line’s power to augment his or her magic. This 
  involves rolling below the character’s intelligence for the 
  strength of the ley line (3d6 for weak, 4d6 for strong, and 
  5d6 for titanic). For clerics and druids, the roll is under 
  the character’s Wisdom. A successful check harnesses the 
  power of that particular ley line, and the spell is modified 
  according to the line’s intensity. If the check fails, the 
  spell is cast normally but the spellcaster possibly suffers 
  backlash (1-in-6 chance for weak ley lines, 2-in-6 for 
  strong, and 3-in-6 for titanic; see the Ley Line Backlash 
  table below for details). 
  A ley line is unpredictable. A spellcaster successfully 
  tapping the magical potential rolls 1d10 on the ley line’s 
  intensity (weak, strong, or titanic) to determine the effect. 
  Once the spellcaster successfully taps the ley line (rolls 
  below his intelligence on the appropriate dice as detailed 
  above), he “locks” it to that specific effect for himself, 
  allowing him to use the magic to recreate the effect 
  repeatedly without needing to roll dice again. Different 
  spellcasters can thus lock the same ley line to a different 
  effect. A spellcaster can unlock a ley line he has previously 
  locked at any time. Each time the spellcaster uses the ley 
  line, there is a 10% chance that it unlocks on its own.
  
  43
  LEY LINE BACKLASH  
  1d10 
  Effect 
  1 
  The spell produces only a harmless display of bright color and loud noise. 
  2 
  The caster is stunned for 1d6+2 rounds. 
  3 
  The caster falls unconscious for 1d4 rounds. 
  4 
  The next spell cast fails, and the spell slot is wasted. 
  5 
  Targets gain a +1 saving throw bonus against the caster’s spells for 1 hour. 
  6 
  For 1 hour, the caster must make a saving throw every time he casts a spell. If the saving throw fails, the spell 
  fails, and the spell slot is wasted. 
  7 
  The caster takes 1d6 points of damage per level of the spell that caused the backlash. 
  8 
  The caster loses one spell slot of his highest available level, and all charged magic items in his possession lose 
  1d4 charges. 
  9 
  The spell fails, and the caster unleashes a random burst of magic (Referee determines effect). 
  10 
  The caster loses all his remaining memorized spells, the ley line disappears for 24 hours, and all charged 
  magic items in the caster’s possession gain 2d8+2 charges. The caster must make a successful saving throw 
  or fall unconscious for 1 hour. 
  
  44
  4
  T
  he following Midgard spells are taken from the various Deep Magic 
  supplements by Kobold Press to expand the spells characters can access 
  in the game. However, these spells are provided with the caveat that the 
  Referee is the final arbiter of their use; if you don’t want to allow them in your 
  game, don’t use them. Some are specific to the Midgard setting, allowing the 
  characters to better speak the machine language of the gearforged, while some  
  tap the ley lines of the world to boost the spell effects. 
  New Spells
  
  45
  Magic User Spells
  Level 1
  Armored Shell
  Black Ribbons
  Claws of Darkness
  Cloak in Shadow
  Cloying Darkness
  Deep Breath
  Douse Light
  Find the Flaw
  Fire Under the Tongue
  Fist of Iron
  Flurry
  Freeze Potion
  Gear Shield
  Guiding Star
  Hearth Charm
  Land Bond
  Machine’s Load
  Machine Speech
  Mosquito Bane
  Pendulum
  Shadow Bite
  Shadow Blindness
  Shadow Hands
  Starburst
  Level 2
  Armored Heart
  Boiling Oil
  Brittling
  Dark Path
  Darkbolt
  Heartstop
  Ley Disruption
  Lock Armor
  Mass Blade Ward
  Negative Image
  Orb of Light
  Poisoned Volley
  Shadow Puppets
  Slither
  Snowblind Stare
  Spin
  Wresting Wind
  Level 3
  Compelling Fate
  Freezing Fog
  Gear Barrage
  Legion
  Ley Energy Bolt
  Ley Sense
  Nightfall
  Outflanking Boon
  Shadow Trove 
  Shield of Star and Shadow
  Sudden Dawn
  Summon Shadow Mastiff
  Thousand Darts
  Thunderclap
  Thunderous Wave
  Level 4
  Black Hand
  Cursed Gift
  Fault Line
  Gremlins
  Grinding Gears
  Heavy Burden
  Ray of Life Suppression
  Shadow Monsters
  Snow Boulder
  Steam Blast
  Level 5
  Become Nightwing
  Dark Dementing
  Energy Absorption
  Imbue Spell
  Instant Fortification
  Lesser Ley Pulse
  Ley Leech
  Mechanical Union
  Not This Day!
  Prismatic Ray
  Shadow Realm Gateway
  Starfall
  Level 6
  Banshee Wail
  Black Well 
  Catapult
  Curse of Boreas
  Ley Whip
  Robe of Shards
  Level 7
  Greater Ley Pulse
  Icy Grasp of the Ether
  Lasts Rays of the Dying Sun
  Power Word Restore
  Triumph of Ice
  Volley Shield
  Level 8
  Disruptive Aura
  Steam Whistle
  Summon Shadow Titan
  Summon Star
  Time Jump
  Level 9
  Ley Storm
  Ley Surge
  Star’s Heart
  Umbral Storm
  Cleric Spells
  Level 1
  Deep Breath
  Fist of Iron
  Flurry
  Freeze Potion
  Land Bond
  Machine’s Load
  Machine Speech
  Pendulum
  Level 2
  Heartstop
  Inspiring Speech
  Ley Disruption
  Repair Metal
  Snowblind Stare
  Winding Key
  Level 3
  Hero’s Steel
  Ley Energy Bolt
  Ley Sense
  Overclock
  Soul of the Machine
  Sudden Dawn
  Thunderclap
  Level 4
  Blade of My Brother
  Costly Victory
  Holy Ground
  Improved Repair Metal
  Ray of Life Suppression
  Read Memory
  Write Memory
  
  46
  Level 5
  Chains of the Goddess
  Energy Absorption
  Imbue Spell
  Lesser Ley Pulse
  Ley Leech
  Not This Day!
  Rain of Blades
  Level 6
  Curse of Boreas
  Ley Whip
  Sphere of Order
  Level 7
  Greater Ley Pulse
  Power Word Restore
  Volley Shield
  Walking Wall
  Druid Spells
  Level 1
  Deep Breath
  Fire Under the Tongue
  Flurry
  Freeze Potion
  Gliding Step
  Goat’s Hoof Charm
  Guiding Star
  Hearth Charm
  Land Bond
  Mosquito Bane
  Wolfsong
  Level 2
  Brittling
  Earthen Mantle
  Ley Disruption
  Poisoned Volley
  Snowblind Stare
  Trench
  Vengeful Grasp
  Wresting Wind
  Level 3
  By the Light of the Watchful Moon
  Freezing Fog
  Ley Energy Bolt
  Ley Sense
  Nightfall
  Potency of the Pack
  Sudden Dawn
  Thunderous Wave
  Level 4
  Fault Line
  Ray of Life Suppression
  Snow Boulder
  Level 5
  Energy Absorption
  Lesser Ley Pulse
  Ley Leech
  Level 6
  Curse of Boreas
  Ley Whip
  Level 7
  Greater Ley Pulse
  Triumph of Ice
  Volley Shield
  
  47
  Contained herein are all the Cleric, Druid, and  
  Magic-User spells, presented in alphabetical order.
  Armored Heart 
  Spell Level: Magic-User, 2nd Level
  Range: Touch
  Duration: 1 round
  The targeted creature takes 50% less damage from 
  weapons for 1 round. Magic weapons overcome this 
  resistance, and do damage as normal.
  Armored Shell
  Spell Level: Magic-User, 1st Level
  Range: Caster
  Duration: 1 hour
  Armored shell creates a suit of +1 leather armor (AC 6[13]) 
  that forms around the caster for the duration of the spell.
  Banshee Wail
  Spell Level: Magic-User, 6th Level
  Range: Caster
  Duration: Instantaneous
  The caster emits a soul-shattering wail that forces a 
  targeted creature hearing the noise to make a saving 
  throw or die in 2d6 rounds. Even if the saving throw is 
  successful, the creature has a 1-in-6 chance of fleeing from 
  the caster (as a fear spell). Banshee wail has no effect on 
  undead or constructs.
  Become Nightwing
  Spell Level: Magic-User, 5th Level
  Range: Caster
  Duration: 1 turn/level plus 1d6 turns
  This spell channels the Shadow Realm into the caster, 
  imbuing her with wings of shadow. The caster gains the 
  ability to fly with a movement rate of 120ft. The Referee 
  secretly rolls the 1d6 additional turns; the player does not 
  know exactly how long her shadowy wings will last. The 
  caster also develops nightwing breath, a breath weapon 
  that does 3d6 points of damage in a 30ft cone (save for 
  half). The breath weapon is usable three times or until the 
  spell ends.
  Black Hand
  Spell Level: Magic-User, 4th Level
  Range: 30ft
  Duration: Immediate
  The caster gathers the powers of darkness into his fist and 
  flings paralyzing, dark flame at a target within 30ft. The 
  magic-user must roll to hit. If successful, the target must 
  make a saving throw or take 3d8 points of damage. The 
  magic-user is healed for half of this damage. 
  Black Well
  Spell Level: Magic-User, 6th Level
  Range: 300ft
  Duration: 1d3+1 rounds (minutes)
  Black well summons a seething sphere of dark energy 
  5ft in diameter. The sphere pulls creatures toward it and 
  devours the life force of those it envelops. Every creature 
  besides the caster within 90ft of the black well is pulled 
  50ft toward the well each round. Creatures that reach the 
  well must make a saving throw each round they are in 
  contact with the sphere or be absorbed into it and take 
  6d6 points of damage. The sphere can hold 9 man-sized 
  creatures, or 3 larger creatures. Creatures take damage 
  only upon entering the sphere, not while trapped inside it. 
  When the well’s duration ends, all creatures inside tumble 
  out in a heap. 
  Black Ribbons
  Spell Level: Magic-User, 1st Level
  Range: 40ft
  Duration: Up to 10 minutes
  The caster pulls pieces of the Shadow Realm into reality, 
  causing a 20ft cube to fill with inky ribbons. Any creature 
  inside the cube or that enters the cube must make a saving 
  throw or be held immobile by the inky ribbons as they 
  wrap tightly around its limbs. The creature can attempt an 
  Open Doors check each round to escape.
  Blade of My Brother
  Spell Level: Cleric, 4th Level
  Range: Touch
  Duration: 1d3 + 3 rounds (minutes)
  The caster touches a melee weapon used by an ally who 
  is now dead, and it animates and flies into combat. The 
  weapon flies to another ally (chosen by the caster) and 
  within 15ft. The weapon remains within 5ft of the ally and 
  attacks as a dancing weapon for the duration of the spell 
  (+1 to hit in first round, +2 in second, +3 in third, +1 for 
  any further rounds). The dancing weapon uses the cleric’s 
  to-hit roll. 
  Boiling Oil
  Spell Level: Magic-User, 2nd Level
  Range: 60ft
  Duration: 10 minutes
  This spell conjures a shallow, 30ft-diameter pool of boiling 
  oil. Any creature entering the pool takes 1d6 points of 
  damage per round (save for half) from the fiery liquid.
  
  48
  Brittling
  Spell Level: Magic-User, 2nd Level; Druid, 2nd Level
  Range: Touch
  Duration: Instantaneous
  Brittling uses biting cold to make a metal or stone item 
  brittle and easier to shatter. The effect is left to the Referee, 
  but a use of the spell could be to shatter a stone chest, a 
  locked door, or some similar effect. Stone or wood (plant) 
  creatures take 1d8 points of damage from the spell (save 
  for half). The caster must make a normal to-hit roll to 
  strike a creature with the spell.  
  By the Light of the 
  Watchful Moon
  Spell Level: Druid, 3rd Level
  Range: 90ft
  Duration: 1 round/level (maximum 10 rounds)
  This spell causes the watchful gaze of the moon to 
  illuminate threats in 5ft wide shafts of bright moonlight. 
  The light shines during the day or night, indoors or 
  outdoors, and detects enemies, traps, or hidden hazards. 
  A target can make a saving throw to not be picked 
  out by the soft glow. The glow does not make invisible 
  creatures visible, but it does illuminate the area where 
  they are located. The light moves with the threat. The 
  light vanishes if a creature moves farther than 90ft from 
  the caster. The moonlight does not illuminate threats that 
  enter the 90ft range after the spell is cast.
  Catapult
  Spell Level: Magic-User, 6th Level
  Range: 400ft
  Duration: Instantaneous
  The caster magically hurls a creature or object weighing 
  500 lbs. or less 40ft through the air in a direction of your 
  choosing (including straight up). The target can make a 
  saving throw to resist being thrown. A thrown creature 
  takes 6d10 points of damage. If the target of the spell 
  is thrown against another creature, the total damage is 
  divided evenly between the two. 
  Chains of the Goddess
  Spell Level: Cleric, 5th Level
  Range: 90ft
  Duration: Instantaneous
  The caster targets one creature he can see within 90ft and 
  restrains them in chains of force if it fails a saving throw. 
  The restrained creature takes 6d8 points of damage from 
  the mental bands.
  Claws of Darkness
  Spell Level: Magic-User, 1st Level
  Range: Caster
  Duration: 1 round
  The caster shapes shadows into claws that grow from 
  his fingers and drip inky blackness. The magic-user can 
  make melee attacks with these claws that deal 1d6 points 
  of damage. The spell does an additional 1d6 points of 
  damage for every 5 levels of experience. Thus, at 5th level, 
  the caster is able to do 2d6 points of damage, and 3d6 
  points of damage at 10th level.
  Cloak in Shadow
  Spell Level: Magic-User, 1st Level
  Range: Caster
  Duration: Instantaneous
  Cloak in shadow siphons energy from the Shadow Realm 
  to protect the caster. The caster instantly pulls shadows 
  around his form to distort reality and dissuade a single 
  
  49
  attack. Any creature attacking the caster has a 50% chance 
  to ignore the caster, or instead takes a –1 to-hit penalty if 
  he does attack.
  Cloying Darkness
  Spell Level: Magic-User, 1st Level
  Range: 30ft
  Duration: Immediate
  The caster reaches out with a hand of decaying shadows 
  toward an enemy. The target must make a saving throw 
  or take 1d4+1 points of damage and have its visual organs 
  enveloped in shadow for 1d4 rounds (blindness).
  Compelling Fate
  Spell Level: Magic-User, 3rd Level
  Range: 30ft
  Duration: Immediate
  The caster views the possible actions of a single creature 
  through the influence of the stars to read what is written 
  there. If the creature fails a saving throw, the caster can 
  predict its next attack and can warn allies. That ally (or the 
  magic-user himself) gains a +2 bonus to Armor Class for 
  the target’s predicted attack.
  Costly Victory
  Spell Level: Cleric, 4th Level
  Range: 90ft
  Duration: 1 hour
  Costly victory targets 10 enemies within range. Each target 
  must make a saving throw or be cursed to burst into flame 
  if he kills one of the caster’s allies. The target takes 4d6 
  points of damage as he ignites (and possibly causes his 
  items to ignite as well). 
  Curse of Boreas
  Spell Level: Magic-User, 6th Level; Cleric, 6th Level; 
  Druid, 6th Level
  Range: 100ft
  Duration: Perman ent
  The target of curse of Boreas must make a saving throw or 
  be frozen solid, becoming a physically inert block of ice. 
  The creature is effectively paralyzed, but mental activity 
  does not cease and signs of life are detectable; the creature 
  still breathes, and its heart continues to beat, though both 
  happen so slowly as to be almost imperceptible. If the ice 
  statue is broken or damaged while frozen, the creature 
  will have matching damage or injury when returned to 
  its original state. Dispel magic has no effect on curse of 
  Boreas; restoration is required to free the creature from 
  the ice.  
  Cursed Gift
  Spell Level: Magic-User, 4th Level
  Range: Touch
  Duration: 24 hours
  Cursed gift imbues an object with a curse or other 
  unwanted, harmful magical effect that the caster or 
  another creature in physical contact with the caster is 
  currently suffering from. If this item is given to someone 
  who freely accepts it during the duration of the spell, then 
  the curse temporarily transfers to them. The target can 
  make a saving throw to reject the curse. If the save fails, the 
  curse transfers to the target for the duration of the spell. 
  Dark Dementing
  Spell Level: Magic-User, 5th Level
  Range: 120ft
  Duration: Instantaneous
  A dark shadow creeps across the target’s mind and leaves a 
  small bit of shadow essence behind, triggering a profound 
  fear of the dark. The target must make a saving throw or 
  flee in horror (60% chance to drop any held item). There 
  is also a 50% chance that they are afflicted by a long-term 
  madness (Referee’s preference) that reoccurs whenever 
  facing darkness (at nighttime, darkness spell, etc.). 
  Dark Path
  Spell Level: Magic-User, 2nd Level
  Range: 30ft
  Duration: Up to 10 minutes
  Dark path conjures a shadowy road between points to 
  create a bridge or path where there was none before. 
  This can bridge a chasm or create a smooth path through 
  difficult terrain. The dark path is 10ft wide and up to 50ft 
  long. It can support up to 500 lbs. of weight at one time. A 
  creature that adds more weight than the path can support 
  sinks through the path as if it didn’t exist.
  
  50
  Darkbolt
  Spell Level: Magic-User, 2nd Level
  Range: 60ft
  Duration: Instantaneous
  The caster says a quick incantation that 
  creates a black nimbus around his hand, 
  then hurls a ray of darkness at a target 
  within range. The caster must roll to hit 
  with a +1 bonus to the roll. The ray inflicts 
  1d10 points of cold damage. The caster gains 
  an additional ray at 5th level and another 
  at 10th level (maximum 3 rays). The caster 
  can divide these multiple rays among 
  different targets.  
  Deep Breath
  Spell Level: Magic-User, 1st Level; Cleric, 1st Level; 
  Druid, 1st Level
  Range: Touch
  Duration: 2 hours
  The recipient of this spell can breathe and 
  function normally in thin oxygen, suffering no ill 
  effect at altitudes up to 30,000ft. If more than one 
  creature is touched by the caster, the duration is 
  divided evenly among all creatures touched.
  Disruptive Aura  
  Spell Level: Magic-User, 8th Level
  Range: 150ft
  Duration: 6 rounds
  A warping, prismatic aura surrounds and outlines each 
  creature within a 10ft + 1ft/caster level cube within range. 
  The auras shed dim light to 10ft, and the outlines reveal 
  hidden and invisible creatures. If an affected creature 
  casts a spell or activates a magic item, it must make a 
  saving throw for the spell or item to function properly. 
  Otherwise, the effect is suppressed. 
  Douse Light
  Spell Level: Magic-User, 1st Level
  Range: 30ft
  Duration: Instantaneous
  The caster waves his hand and speaks an incantation to 
  douse a single, small source of light within range. This 
  spell extinguishes a torch, a candle, or a lantern.
  Earthen Mantle
  Spell Level: Druid, 2nd Level
  Range: Touch
  Duration: 1 hour/level
  Earthen mantle causes the caster and anyone he touches 
  (up to 1 creature per level) to take on the physical 
  characteristics of the terrain around them. Grass and tiny 
  mushrooms sprout in their hair, moss beards their chins, 
  and their flesh takes on the mottled hues of leaves and bark. 
   
  Energy Absorption
  Spell Level: Magic-User, 5th Level; Cleric, 5th Level; 
  Druid, 5th Level
  Range: Touch
  Duration: 1 round/level
  For the duration of the spell, a creature touched by the 
  caster is immune to acid, cold, fire, and lightning.
  Fault Line
  Spell Level: Magic-User, 4th Level; Druid, 4th Level
  Range: 60ft line from caster
  Duration: Permanent
  The caster causes the ground to thrust sharply upward 
  along a 60ft line he designates. The spell does not damage 
  structures. Any creature affected by the shifting ground 
  take 4d6 points of damage and falls prone. Creatures 
  caught along the fault can make a saving throw for half 
  damage and to avoid being knocked down. 
  
  51
  Find the Flaw
  Spell Level: Magic-User, 1st Level
  Range: Touch
  Duration: Instantaneous
  The caster touches one creature. The next attack roll the 
  creature makes against a clockwork or metal construct, or 
  any machine, is made with a +2 to-hit bonus.
  Fire Under the Tongue
  Spell Level: Magic-User, 1st Level; Druid, 1st Level
  Range: Caster
  Duration: 24 hours
  The caster has mastered the art of keeping fire under the 
  tongue. He can consume a nonmagical fire up to the size 
  of a normal campfire. The fire is stored harmlessly in the 
  caster’s mouth and dissipates if not used before the end of 
  the spell’s duration. The caster can vomit forth the stored 
  flames to burn any creature within 5ft (save for half, 50% 
  chance to set clothing alight). The flames cause 1d6 points 
  of damage for every 3 caster levels (2d6 at 3rd level; 3d6 at 
  6th level; 4d6 maximum at 9th level).
  Fist of Iron
  Spell Level: Magic-User, 1st Level; Cleric, 1st Level
  Range: Caster
  Duration: 1 round
  The caster transforms his hand to iron. Unarmed attacks 
  do 1d4 points of damage.
  Flurry
  Spell Level: Magic-User, 1st Level; Cleric, 1st Level; 
  Druid, 1st Level
  Range: Caster
  Duration: 10 minutes
  A flurry of snow surrounds the caster in a 15ft radius. 
  While it lasts, any creature entering the blowing snow 
  takes 1d2 points of damage per round, and suffers a –1 
  to-hit penalty.
  Freeze Potion
  Spell Level: Magic-User, 1st Level; Cleric, 1st Level; 
  Druid, 1st Level
  Range: 25ft
  Duration: Instantaneous
  A blue spark flies from the caster’s hand into a potion vial, 
  drinking horn, waterskin, or similar container, instantly 
  freezing the contents. The contents melt normally and are 
  not otherwise harmed, but it’s not possible to consume 
  them while they’re frozen (the won’t come out of the 
  container).
  Freezing Fog
  Spell Level: Magic-User, 3rd Level; Druid, 3rd Level
  Range: 100ft
  Duration: 10 minutes 
  Freezing fog creates a 20ft-radius sphere of freezing mist. 
  The fog is freezing cold, inflicting 2d6 points of damage 
  each round to any creature in the cloud. A moderate wind 
  disperses the cloud.
  Gear Barrage
  Spell Level: Magic-User, 3rd Level
  Range: Caster (60ft cone)
  Duration: Instantaneous
  The caster creates a burst of magically propelled gears. 
  Each creature within a 60ft cone takes 3d8 points of 
  damage. Creatures struck by the gears can make a saving 
  throw for half damage. Constructs take a –1 penalty on 
  the saving throw.
  Gear Shield
  Spell Level: Magic-User, 1st Level
  Range: 60ft
  Duration: 10 minutes
  A handful of gears orbit the target’s body. These shield the 
  spell’s target from incoming attacks, granting a +2 bonus 
  to Armor Class and saving throws for the duration of the 
  spell, without hindering the subject’s movement, vision, or 
  attacks.
  Gliding Step
  Spell Level: Druid, 1st Level
  Range: Caster
  Duration: 10 minutes
  The caster can walk on the surface of snow rather than 
  wading through it. Ice also supports the caster’s weight 
  no matter how thin it is, and he can travel normally (as if 
  wearing ice skates). He leaves tracks normally.
  Goat’s Hoof Charm
  Spell Level: Druid, 1st Level
  Range: Touch
  Duration: 10 minutes + 1d4 rounds
  The target touched can traverse craggy slopes with the 
  surefootedness of a mountain goat. When climbing slopes 
  and inclines, the recipient of the spell moves at three-
  quarters his normal movement rate. The Referee secretly 
  rolls the 1d4 additional rounds; the player does not know 
  exactly how long her surefootedness will last.
  
  52
  Greater Ley Pulse
  Spell Level: Magic-User, 7th Level; Cleric, 7th Level; 
  Druid, 7th Level
  Range: 30ft
  Duration: 6 rounds
  Greater ley pulse sets up ley energy vibrations in a 20ft 
  + 1ft/level cube within range. When the spell is cast, the 
  caster names one type of damage (fire, cold, electricity, 
  slashing weapons, etc.). Any creature in the area must 
  make a saving throw with a –1 penalty or lose resistance 
  to the named damage for the duration of the spell.
  Gremlins
  Spell Level: Magic-User, 4th Level
  Range: 60ft
  Duration: Instantaneous
  The caster targets a construct within range and summons 
  a plague of invisible spirits to harass it. A successful saving 
  throw resists the effect. The construct takes 3d8 points 
  of damage from the invisible gremlins disassembling it, 
  and suffers a –1 penalty to hit, damage and saves for the 
  following round.
  Grinding Gears
  Spell Level: Magic-User, 4th Level
  Range: 120ft
  Duration: Instantaneous
  The caster designates a spot within range, and massive 
  gears emerge from the ground at the spot. Creatures 
  caught in the 20ft area must make a saving throw each 
  round or take 1d8 points of damage and have their 
  movement rate halved. 
  Guiding Star
  Spell Level: Magic-User, 1st Level; Druid, 1st Level
  Range: Caster
  Duration: 8 hours
  By observing the stars or the position of the sun, the caster 
  can determine the cardinal directions, and the direction 
  and distance to a stated destination. The caster doesn’t 
  become disoriented or lose track of the destination. 
  The spell doesn’t, however, reveal the best route to the 
  destination or warn about deep gorges, flooded rivers, or 
  other impassable or treacherous terrain ahead.
  Hearth Charm
  Spell Level: Magic-User, 1st Level; Druid, 1st Level
  Range: 25ft
  Duration: 24 hours
  Hearth charm makes flammable material burn twice as 
  long as normal.
  Heartstop
  Spell Level: Magic-User, 2nd Level; Cleric, 2nd Level
  Range: Touch
  Duration: 10 minutes
  Heartstop slows the beating of a willing target’s heart to 
  the rate of one beat per minute. The creature’s breathing 
  almost stops. To the casual or brief observer, the subject 
  appears dead. At the end of the spell, the creature returns 
  to normal with no ill effects. 
  Heavy Burden
  Spell Level: Magic-User, 4th Level
  Range: 120ft radius
  Duration: 1 round/level
  Heavy burden slows creatures to half their movement 
  rate if they fail a saving throw. Roll 1d6 to determine how 
  much slower the creature moves for the duration of the 
  spell: 1–3, half movement rate; 4–5, one-third movement 
  rate; 6, immobile. The spell also affects flying creatures in 
  the area of the spell. Creatures that fail their saving throw 
  also have a 4-in-6 chance of dropping any held items. 
  Hero’s Steel
  Spell Level: Cleric, 3rd Level
  Range: Touch
  Duration: 1 round
  Hero’s steel infuses the metal of a melee weapon with the 
  fearsome aura of a mighty hero. An opponent struck by 
  the weapon must make a saving throw. If the save fails, roll 
  1d6: on 1–3, the creature is stunned for 1 round; on 4–6, it 
  flees in fear for 1d4 rounds (60% chance of dropping any 
  item it carries).
  Holy Ground
  Spell Level: Cleric, 4th Level
  Range: Caster
  Duration: 10 minutes
  This spell blesses the ground in a 60ft radius around the 
  caster. Creatures killed within the spell’s range cannot 
  be animated as undead creatures, even if the corpse is 
  removed from the area of the spell. 
  Icy Grasp of the Ether
  Spell Level: Magic-User, 7th Level
  Range: 120ft
  Duration: Immediate
  The caster summons the cold, inky darkness of Stygian 
  space into being around a visible creature. The target 
  takes 1d6 points of damage per caster level (save for half 
  damage) from the frigid cold. Creatures immune to cold 
  take no damage. 
  
  53
  Imbue Spell 
  Spell Level: Magic-User, 5th Level; Cleric, 5th Level
  Range: Touch
  Duration: Instantaneous
  This ritual takes an hour to complete, but allows the 
  caster to imbue a spell of 1st through 3rd level onto a 
  gear worth 100gp per level of the spell (i.e. 300gp for a 
  3rd-level spell). At the end of the ritual, the gear is placed 
  into a piece of clockwork that includes a timer or trigger 
  mechanism. When the timer or trigger goes off, the spell 
  is cast. If the range of the spell was touch, it effects only a 
  target touching the device. If the spell had a range in feet, 
  the spell is cast on the closest available target within range, 
  based on the nature of the spell. Spells designed to affect 
  the caster or that require sight can’t be imbued.   
  Improved Repair Metal
  Spell Level: Cleric, 4th Level
  Range: Touch
  Duration: Immediate
  A damaged construct regains 2d6+2 hit points of damage. 
  Constructs and gearforged creatures gain the full benefit 
  of this spell (unlike normal cure spells where they receive 
  only half the healing).
  Inspiring Speech
  Spell Level: Cleric, 2nd Level
  Range: 60ft
  Duration: 1 hour
  The caster delivers a 10-minute-long, rousing speech 
  that bolsters the spirits of his allies. Each character who 
  hears the speech gains a +1 to hit and +1 to saving throws 
  vs. charm spells and fear for the duration of the spell. 
  Characters can benefit from only one inspiring speech at 
  a time.
  Instant Fortification
  Spell Level: Magic-User, 5th Level
  Range: 60ft
  Duration: Permanent
  A miniature statuette of a keep transforms into an actual 
  fort. The fort springs from the ground in a 10ft cube with 
  stone walls, a roof, and a door protected by a wizard lock. 
  Each wall has 2 arrow slits. Each wall can take 120 points 
  of damage before collapsing (with a 50% chance of the 
  roof also falling). The door can be broken down by doing 
  60 points of damage, or an Open Doors check with a –3 
  penalty (minimum 1). The caster designates who may 
  enter the fort.
  Land Bond
  Spell Level: Magic-User, 1st Level; Cleric, 1st Level; 
  Druid, 1st Level
  Range: Touch
  Duration: 1 hour
  The caster touches a willing creature and infuses it with 
  ley energy, creating a bond between the creature and 
  the land. For the duration of the spell, if the target is in 
  contact with the ground, it cannot be knocked down and 
  is immune to extreme environments such as heat and cold 
  (but not cold or fire damage).
  Last Rays of the Dying Sun
  Spell Level: Magic-User, 7th Level
  Range: 40ft
  Duration: Instantaneous
  A burst of searing heat explodes from the caster, doing 
  5d6 points of fire damage to all enemies within 40ft. 
  Immediately afterward, a wave of frigid cold rolls across 
  the same area, doing 5d6 points of cold damage to 
  enemies. A successful saving throw halves the damage.
  Legion
  Spell Level: Magic-User, 3rd Level
  Range: 60ft
  Duration: 1 round 
  This spell calls down a legion of shadowy soldiers in a 
  10ft cube. They are conjured from the Shadow Realm, and 
  their features resemble a mockery of once-living creatures. 
  The shadowy warriors attack any enemy creature that 
  comes within 5ft of the cube (as a 5HD creature, 2d6 
  points of damage).  
  
  54
  Lesser Ley Pulse
  Spell Level: Magic-User, 5th Level; Cleric, 5th Level; 
  Druid, 5th Level
  Range: 30ft
  Duration: 6 rounds
  Lesser ley pulse sets up ley energy vibrations in a 10ft + 1ft/
  level cube within range. When the spell is cast, the caster 
  names one type of damage (fire, cold, electricity, slashing 
  weapons, etc.). Any creature in the area must make a 
  saving throw or lose resistance to the named damage for 
  the duration of the spell. 
  Ley Disruption
  Spell Level: Magic-User, 2nd Level; Cleric, 2nd Level; 
  Druid, 2nd Level
  Range: 50ft
  Duration: 1 round/level
  The caster creates a 15ft-radius sphere filled with 
  disruptive ley energy. Surfaces inside the sphere shift 
  erratically, halving the movement rate of any creature 
  caught inside. The creature must also make a saving throw 
  or fall prone. If cast in an area within the influence of a ley 
  line, the creature takes a –1 penalty to its saving throws.
  Ley Energy Bolt
  Spell Level: Magic-User, 3rd Level; Cleric, 3rd Level; 
  Druid, 3rd Level
  Range: Caster
  Duration: Instantaneous
  The caster transforms ambient ley power into a crackling 
  bolt of energy 100ft long and 5ft wide. Each creature in 
  the line takes 5d8 points of damage unless they make a 
  saving throw for half damage. The bolt can pass through 
  one obstacle (such as a wall), but stops if it strikes a 
  second object.
  Ley Leech
  Spell Level: Magic-User, 5th Level; Cleric, 5th Level; 
  Druid, 5th Level
  Range: Touch
  Duration: Instantaneous
  The caster channels destructive ley energy through his 
  touch. The caster must make a to-hit roll against a creature 
  within reach. The target takes 1d6 points of damage per 
  caster level. The target must also make a saving throw or 
  take a –1 penalty on attack rolls and saves for 1d4 rounds. 
  The spell has no effect against constructs or undead.
  Ley Sense
  Spell Level: Magic-User, 3rd Level; Cleric, 3rd Level; 
  Druid, 3rd Level
  Range: Caster
  Duration: 10 minutes
  The caster tunes his senses to the pulse of ambient 
  ley energy flowing through the world. The caster can 
  determine the location of any creature within 20ft 
  (including invisible and hidden creatures), and is instantly 
  aware of any ley line within 5 miles. The caster knows the 
  distance and direction to every ley line within that range. 
  Ley Storm
  Spell Level: Magic-User, 9th Level
  Range: Sight
  Duration: 1 turn (10 minutes)
  A roiling storm cloud of ley energy forms, centered on a 
  point within sight of the caster and extending to a radius 
  of 360ft, with a thickness of 30ft. Shifting color shoots 
  through the writhing cloud, and thunder roars out of it. 
  Every creature under the cloud at the moment it is created 
  takes 2d6 points of damage from the concussive thunder 
  and is deafened for 5 minutes (save avoids damage and 
  deafness).
  Each round, the storm produces additional effects: 
  Round 2: Ley-infused pebbles rain from the cloud, 
  causing 1d6 points of damage to everything beneath it (no 
  save).
  Round 3: Up to six bolts of ley energy leap from the 
  cloud to strike creatures or objects of the caster’s choosing 
  beneath the cloud. No creature or object can be struck by 
  more than 1 bolt. A creature struck takes 8d8 points of 
  damage (save for half damage).
  Round 4: A burst of prismatic light fills a 20ft sphere 
  centered on a point beneath the cloud. All creatures in the 
  sphere are affected as if by a disruptive aura.
  Rounds 5–10: Flashes of multicolored light bursts 
  through and out of the cloud, causing creatures to suffer a 
  –1 penalty to attack rolls, damage and saves while beneath 
  the cloud. In addition, each round the caster triggers a 
  burst of energy that fills a 20ft sphere at a point the caster 
  can see. Each creature in the sphere takes 4d8 points of 
  damage (no damage).   
  Ley Surge
  Spell Level: Magic-User, 9th Level
  Range: 30ft
  Duration: Instantaneous
  Ley surge unleashes the power of a ley line within 5 miles, 
  releasing a spark that flares into a 30ft sphere centered 
  on a point within 150ft of the caster. Each creature in the 
  sphere takes 10d8 points of damage and is stunned for 
  1d4 rounds. The target can make a saving throw for half 
  damage and to avoid being stunned. 
  
  55
  Ley Whip
  Spell Level: Magic-User, 6th Level; Cleric, 6th Level; 
  Druid, 6th Level
  Range: Caster
  Duration: Instantaneous
  The caster channels the power of a ley line within 1 mile 
  into a crackling tendril of multicolored ley energy. The 
  caster can use the tendril to inflict 3d8 points of damage 
  on any creature within 50ft. The target must make a 
  saving throw or be pushed or pulled up to 10ft in either 
  direction.
  Lock Armor
  Spell Level: Magic-User, 2nd Level
  Range: 60ft
  Duration: 6 rounds
  The caster targets a piece of metal armor or a metal 
  construct (such as the gearforged, iron golems, or 
  fellforged). If the target fails a saving throw, the spell 
  causes metal to cling to metal, making it impossible to 
  move the pieces. This effectively paralyzes a creature made 
  of metal, or any creature wearing predominantly metal 
  armor that requires the pieces too move over one another 
  to work effectively (plate mail, chainmail, etc.). Limited 
  movement might be possible at the Referee’s discretion.  
  Machine’s Load
  Spell Level: Magic-User, 1st Level; Cleric, 1st Level
  Range: Touch
  Duration: Up to 1 hour
  The caster touches a creature and triples its carry modifier 
  (in pounds). For example, a character with a strength 
  score of 13–15, gains a +30 lbs. carry modifier (as opposed 
  to the normal +10). The subject can also carry loads that 
  would be normally unwieldy.
  Machine Speech
  Spell Level: Magic-User, 1st Level; Cleric, 1st Level
  Range: Caster
  Duration: 1 hour
  The caster’s voice, and to a lesser extent his mind, changes 
  to communicate only in the whirring clicks of machine 
  speech. The caster is able to communicate and understand 
  clockwork constructs. All spells specifically designed 
  to affect constructs, clockwork, or gearforged creatures 
  (including fellforged) cause the creature to suffer a –1 
  penalty on saving throws for the duration of the spell. 
  They can make an initial saving throw to avoid this 
  penalty. 
  Mass Blade Ward
  Spell Level: Magic-User, 2nd Level
  Range: 30ft
  Duration: 1d4+2 rounds
  Three chosen characters within 30ft of the caster are 
  immune to damage from nonmagical weapon attacks for 
  the duration of the spell. Creatures that move 30ft away 
  from the caster lose the protection.
  Mechanical Union
  Spell Level: Magic-User, 5th Level
  Range: 60ft 
  Duration: Until dispelled
  The caster can take control of a construct by voice or 
  mental commands (similar to charm person, but affecting 
  constructs only). The construct can make a saving throw 
  to resist the spell. Once a command is given, the construct 
  does everything it can to complete the spell. Constructs 
  risk harm, even going into combat, on the caster’s orders, 
  but will not self-destruct.  
  Mosquito Bane
  Spell Level: Magic-User, 1st Level; Druid, 1st Level
  Range: Caster
  Duration: Instantaneous
  Mosquito bane kills any insect or swarm with fewer than 
  25 hit points within 50ft of the caster. The swarm or 
  insect can make a saving throw (with a –2 penalty) to 
  resist destruction.
  Negative Image
  Spell Level: Magic-User, 2nd Level
  Range: 120ft
  Duration: Instantaneous
  This spell creates a shadow-tunnel between the caster’s 
  location and one other creature visible within range. The 
  caster and the target instantly swap positions. If the target 
  creature is unwilling to exchange places with the caster, it 
  can resist the effect by making a saving throw. If the save 
  succeeds, the spell has no effect.
  Nightfall
  Spell Level: Magic-User, 3rd Level; Druid, 3rd Level
  Range: 100ft
  Duration: 10 minutes
  Nightfall calls night to arrive ahead of schedule. With a 
  sharp word, the spell creates a 120ft-radius cylinder of 
  night centered on a point within range. The area inside 
  the cylinder is normal darkness. Creatures inside the 
  darkened cylinder can see illuminated areas outside the 
  cylinder normally. The darkness stretches up into the 
  sky for 100ft or until it reaches an obstruction, such as a 
  ceiling.
  
  56
  Not This Day!
  Spell Level: Magic-User, 5th Level; Cleric, 5th Level
  Range: Touch
  Duration: 24 hours
  The caster marks the target’s body with a unique rune that 
  represents their fate. The rune protects against death from 
  a specific damage type (slashing, poison, fire, etc.) or a 
  category of creature (giant, beast, elemental, etc.) that must 
  be named when the spell is cast. For the next 24 hours, the 
  target gains a +1 to saves or a +1 bonus to its Armor Class 
  vs. the designated threat. A character can be under the 
  effect of only a single not this day! rune at a time. 
  Orb of Light
  Spell Level: Magic-User, 2nd Level
  Range: 60ft
  Duration: Instantaneous
  An orb of pure light shoots from the caster’s hand toward 
  a target, which takes 1d4 points of damage per caster level 
  and is blinded for 1d4+1 rounds. The target can make a 
  saving throw for half damage and to avoid being blinded.
  Outflanking Boon
  Spell Level: Magic-User, 3rd Level
  Range: 30ft
  Duration: Until concentration ends
  This spell creates an illusory ally that appears to make a 
  melee attack against a targeted enemy. The target of the 
  spell has a 50% chance to attack the illusory combatant. 
  The magic-user can create an additional illusory ally for 
  every 2 levels of experience. Thus, at 7th level, the caster 
  is able to create 2 warriors, and 3 warriors at 9th level, to a 
  maximum of 5 combatants at 13th level.
  Overclock
  Spell Level: Cleric, 3rd Level
  Range: 30ft
  Duration: Up to 6 rounds (minutes)
  Overclock causes a targeted piece of clockwork to speed up 
  past the point of control for the duration of the spell. The 
  targeted clockwork must make a saving throw or move 
  at three times its normal speed in a random direction. 
  It cannot perform any other actions other than moving. 
  The creation is allowed a new saving throw each round 
  thereafter to try to slow down its whirring gears and halt 
  the involuntary movement. Once it successfully saves, the 
  clockwork’s speed is merely doubled for that round, but it 
  gains an additional attack for that round only. It returns 
  to normal on the following round. When the clockwork 
  successfully breaks free of the overclocking, it takes 2d8 
  points of damage from the damage done to its gears.
  Pendulum
  Spell Level: Magic-User, 1st Level; Cleric, 1st Level
  Range: Touch
  Duration: 1d6 rounds + 1d8 rounds
  The caster introduces a degree of regularity into a 
  creature’s motions and fortunes. If the target fails a saving 
  throw, it no longer rolls a d20 to hit or for saves. Instead, it 
  follows the sequence 20, 1, 19, 2, 18, 3, 17, 4, and so on for 
  the duration of the spell. The Referee secretly rolls the 1d8 
  additional rounds; the player does not know exactly how 
  long pendulum will last.
  Poisoned Volley
  Spell Level: Magic-User, 2nd Level; Druid, 2nd Level
  Range: 60ft
  Duration: Instantaneous
  The caster summons forth dozens of glowing green 
  arrows that shower down on enemies in a 20ft square. 
  The creatures struck take 1d6 points of damage and are 
  poisoned. The target can make a saving throw for half 
  damage and to avoid being poisoned. Poisoned creatures 
  suffer 1d2 hit points of damage each round until cured. 
  The arrows do 2d6 points of damage at 5th level, and 3d6 
  points of damage at 10th level.
  Power Word Restore
  Spell Level: Magic-User, 7th Level; Cleric, 7th Level
  Range: Touch
  Duration: Instantaneous
  The caster speaks a word of power, and energy washes 
  over a single construct he touches. The construct regains 
  all of its lost hit points as its form is repaired.
  Potency of the Pack
  Spell Level: Druid, 3rd Level
  Range: 25ft
  Duration: 1 turn (10 minutes)
  The caster bestows lupine traits on a group of living 
  creatures within range. The caster can choose one of the 
  following effects to bestow. All of the creatures gain the 
  same effect.
  Thick Fur: Targets sprout fur over their entire body, 
  gaining a +2 Armor Class bonus.
  Keen Senses: Targets gain a +1 bonus to saving throws. 
  Pack Tactics: Affected creatures gain a +1 to-hit bonus 
  when fighting within 10ft of an ally.
  Prismatic Ray
  Spell Level: Magic-User, 5th Level
  Range: 100ft
  Duration: Instantaneous
  A ray of shifting color springs from the caster’s hand. 
  The caster must make a to-hit roll against a single target. 
  
  57
  The ray’s effect depends on which color happens to be 
  dominant when the beam strikes its target, determined by 
  rolling 1d8.
  1d8
  Color
  Effect
  Saving Throw
  1
  Red
  1d6 fire damage  
  per caster level
  Save for half
  2
  Orange
  1d6 acid damage per 
  caster level
  Save for half
  3
  Yellow
  1d6 lightning 
  damage per  
  caster level
  Save for half
  4
  Green
  Target poisoned
  Save or die
  5
  Blue
  Targeted deafened 
  1d6 rounds
  Save avoids
  6
  Indigo
  Target frightened (as 
  fear spell)
  Save avoids
  7
  Violet
  Target stunned  
  1d6 rounds
  Save avoids
  8
  Shifting 
  Ray
  Target blinded  
  1d6 rounds
  Save avoids
  Rain of Blades
  Spell Level: Cleric, 5th Level
  Range: 25ft
  Duration: 4 rounds
  The caster calls down a rain of swords, spears, and axes, 
  thrown to earth by the sacred dead of Asgard. The blades 
  fall in a 15ft diameter circle, doing 6d8 points of slashing 
  damage to creatures in the area. Creatures in the target 
  area can make a saving throw for half damage. When the 
  spell ends, the weapons disappear amid roars of laughter. 
  Ray of Life Suppression
  Spell Level: Magic-User, 4th Level; Cleric, 4th Level; 
  Druid, 4th Level
  Range: 60ft
  Duration: Instantaneous
  The caster launches a swirling ray of disruptive ley energy 
  at a creature within range. The caster must make a to-hit 
  roll. A success inflicts 6d8 points of damage, and the 
  creature’s movement rate is halved until it rests for at least 
  8 hours. The spell does not affect constructs or undead.  
  Read Memory
  Spell Level: Cleric, 4th Level
  Range: Caster
  Duration: Instantaneous
  The caster copies the memories of one memory gear into 
  his own mind. He can recall these memories as if he had 
  experienced them but without any emotional attachment 
  or context.
  Repair Metal
  Spell Level: Cleric, 2nd Level
  Range: Touch
  Duration: Instantaneous
  A damaged construct regains 1d6+1 hit points of damage. 
  Constructs and gearforged creatures gain the full benefit 
  of this spell (unlike normal cure spells where they receive 
  only half the healing).
  Robe of Shards
  Spell Level: Magic-User, 6th Level
  Range: Caster
  Duration: Up to 10 minutes
  The caster creates a robe of metal shards, gears, or cogs 
  that improves the caster’s armor class to 4[15] against 
  all attacks. The caster can dispel the robe, causing it to 
  explode in a shower of flying metal that does 5d6 points of 
  damage to all creatures within 30ft.
  Shadow Bite
  Spell Level: Magic-User, 1st Level
  Range: 60ft
  Duration: Instantaneous
  Shadow bite creates a momentary needle of cold, sharp 
  pain in a target. The target must make a saving throw or 
  take 1d6 points of damage. If it takes damage, there is a 
  50% chance its movement rate is halved for 1 round.
  
  58
  Shadow Blindness
  Spell Level: Magic-User, 1st Level
  Range: Touch
  Duration: Instantaneous
  If the caster touches a target (successful to-hit roll 
  required), the target’s innate darkvision is negated for 1d4 
  rounds. This spell does not affect darkvision granted from 
  a spell or magic item. The creature retains all its other 
  senses. The creature’s natural darkvision returns at the end 
  of the duration.
  Shadow Hands
  Spell Level: Magic-User, 1st Level
  Range: Self
  Duration: Instantaneous
  A freezing blast of shadow explodes outward from the 
  caster in a 15ft cone. Any creature caught in the shadows 
  takes 2d4 points of damage unless they make a successful 
  saving throw for half damage. The caster inflicts an 
  additional 1d4 points of damage for every 5 levels of 
  experience of the caster. Thus, at 5th level, the spell inflicts 
  3d4 points of damage, and 4d4 points of damage at 10th 
  level. Creatures vulnerable to cold instead take 2d8 points 
  of damage from the spell, and an additional 1d8 points of 
  damage for every 5 levels of experience.
  Shadow Monsters
  Spell Level: Magic-User, 4th Level
  Range: 120ft
  Duration: 1 turn (10 minutes)
  Shadow monsters targets up to 2 creatures within range. 
  Each creature must make a saving throw or perceive its 
  allies as hostile, shadowy monsters for the duration of the 
  spell. 
  Shadow Puppets
  Spell Level: Magic-User, 2nd Level
  Range: 60ft
  Duration: 1 round 
  The caster is able to animate the shadow of a creature 
  within range, causing it to attack the creature who cast it. 
  The caster must make a melee attack against the creature. 
  If the attack hits, the target takes 1d8+1 points of damage. 
  The shadow puppet can make an additional attack for 
  every 5 levels of experience of the caster. Thus, at 5th level, 
  the shadow makes 2 attacks, and 3 attacks at 10th level. 
  The caster needs to make only one attack roll no matter 
  the number of attacks the shadow can make.
  Shadow Realm Gateway
  Spell Level: Magic-User, 5th Level
  Range: 30ft
  Duration: Up to 10 minutes
  By drawing a circle of black chalk up to 15ft in diameter 
  and chanting for one minute, the caster opens a portal 
  directly to the Plane of Shadow. The portal fills the chalk 
  circle and appears as a vortex of inky blackness; nothing 
  can be seen through it. Any object or creature that passes 
  through the portal instantly arrives safely in the Shadow 
  Realm. 
  Shadow Trove
  Spell Level: Magic-User, 3rd Level
  Range: 5ft
  Duration: 12 hours
  The caster paints a small door approximately 2ft square 
  on a hard surface to create a portal into the void of space. 
  The portal “peels off” the painted surface and follows the 
  caster when he moves, always floating within 5ft. An icy 
  chill flows out of the portal. The caster can place up to 750 
  pounds of nonliving material through the portal, where it 
  stays suspended in the frigid void until withdrawn. Items 
  still inside the shadow trove when the spell ends are lost 
  forever. The caster can grant access to the door to his 
  allies. 
  Shield of Star and Shadow
  Spell Level: Magic-User, 3rd Level
  Range: Caster
  Duration: 2 turns
  The caster wraps himself in a protective shroud of the 
  night sky made from swirling shadows punctuated with 
  twinkling motes of light. The shield grants the caster a +1 
  save vs. fire, cold, or electrical attacks (chosen when the 
  spell is cast). The shield also sheds a dim light in a 10ft 
  radius.  
  Slither
  Spell Level: Magic-User, 2nd Level
  Range: Caster
  Duration: 1 round/level plus 1d4 rounds
  The caster becomes a shadow (a humanoid-shaped 
  absence of light, not the undead creature of that name). 
  The caster can slide under a door, through a keyhole, 
  or through any other tiny opening. All of the caster’s 
  equipment transforms with him. The caster can move at 
  his normal movement rate while in shadow form. The 
  Referee secretly rolls the 1d4 additional rounds; the player 
  does not know exactly how long her shadow form will 
  last. If the caster returns to normal form while in a space 
  too small for him (such as a mouse hole, sewer pipe, or 
  the like), he takes 4d6 points of damage and is pushed to 
  the nearest space available within 50ft big enough to hold 
  
  59
  him. If no space exists within 50ft, he takes an additional 
  1d6 points of damage for every 10ft traveled until such a 
  space opens up.
  Snow Boulder
  Spell Level: Magic-User, 4th Level; Druid, 4th Level
  Range: 90ft
  Duration: Up to 4 rounds
  A ball of snow forms within 5ft of the caster and rolls 
  in the direction he points, growing larger as it moves 
  (movement rate 15). If the caster rolls the boulder into a 
  creature, it must make a saving throw or be knocked down 
  and take damage as shown below. 
  Round
  Size
  Damage
  1
  3ft diameter
  1d6
  2
  6ft diameter
  2d6
  3
  9ft diameter
  4d6
  4
  12ft diameter
  6d6
  Snowblind Stare
  Spell Level: Magic-User, 2nd Level; Cleric, 2nd Level; 
  Druid, 2nd Level
  Range: Caster
  Duration: Instantaneous
  The caster’s eyes burn with a bright, cold light that inflicts 
  snow blindness on a creature targeted within 30ft. If the 
  target fails a saving throw, it is blinded for 1d4+1 rounds.
  Soul of the Machine
  Spell Level: Cleric, 3rd Level
  Range: Touch
  Duration: 1 hour
  One creature the caster touches becomes immune to 
  spells and effects that influence the character’s mind. This 
  includes illusions and charm spells, and damage from 
  creatures that make mental attacks (such as aboleth, brain 
  rats, etc.).
  Sphere of Order
  Spell Level: Cleric, 6th Level
  Range: Caster (30ft radius)
  Duration: 1 round
  The caster surrounds himself with the perfect order of 
  clockwork. Chaotic creatures within 30ft of the caster take 
  8d8 points of damage unless they make a saving throw for 
  half damage.
  Spin
  Spell Level: Magic-User, 2nd Level
  Range: 60ft
  Duration: Instantaneous
  The caster targets a creature within 60ft and tells it to 
  spin. The target can make a saving throw to resist this 
  command. If it fails, the creature spins wildly for that 
  round. The creature may make a saving throw at the start 
  of each subsequent round to end the effect. Failure means 
  it keeps spinning. Once the target successfully saves, it 
  suffers a –1 penalty per round it spent spinning (maximum 
  –3 penalty) to hit, damage, and saves for 1d4+1 rounds. 
  Starburst
  Spell Level: Magic-User, 1st Level
  Range: 60ft
  Duration: Instantaneous
  Starburst causes a mote of starlight to appear at a point 
  chosen within 60ft. The mote explodes a moment later, 
  doing 1d8 points of damage to any creature within 5ft 
  of the detonation. A successful saving throw halves the 
  damage. Starburst inflicts an additional 1d8 points of 
  damage for every 5 levels of experience of the caster. Thus, 
  at 5th level, the burst inflicts 2d8 points of damage, and 
  3d8 points of damage at 10th level.  
  Starfall
  Spell Level: Magic-User, 5th Level
  Range: 60ft
  Duration: Immediate
  Starfall causes bolts of shimmering starlight to fall from 
  the heavens, striking all targets within range in a cube 
  roughly 30ft across. The bolts inflict 5d10 points of 
  damage to all creatures in the area (no saving throw). 
  Creatures struck must also make a saving throw or be 
  blinded for 1d4 rounds.
  Star’s Heart
  Spell Level: Magic-User, 9th Level
  Range: 50ft
  Duration: 1 round 
  This spell increases gravity tenfold within a 50ft radius of 
  the caster. All creatures in the area other than you must 
  make a saving throw or be pushed to the ground and 
  take 8d6 points of damage (save for half). Creatures that 
  successfully save remain standing but still have a 5-in-
  6 chance of dropping whatever they are holding. They 
  can move at only half their normal movement within 
  the intense gravity. Any flying creature caught inside the 
  heavier gravity must make a saving throw or be forced 
  to the ground and take triple damage for each 10ft fallen 
  (3d6 points of damage for each 10ft). The gravity effect 
  extends 50ft into the air, unless broken by a ceiling or 
  other obstruction.  
  
  60
  Steam Blast
  Spell Level: Magic-User, 4th Level
  Range: Caster (15ft radius)
  Duration: Instantaneous
  Steam blast unleashes a burst of superheated steam in 
  a 15ft radius centered on the caster. All creatures in the 
  area take 5d8 points of damage or they can make a saving 
  throw for half damage. Nonmagical fires smaller than a 
  bonfire are extinguished and everything becomes wet.
  Steam Whistle
  Spell Level: Magic-User, 8th Level
  Range: Caster (30ft radius)
  Duration: Instantaneous
  The caster opens his mouth and unleashes a shattering 
  scream. All other creatures in a 30ft radius take 10d10 
  points of damage and are deafened for 1d8 hours. A 
  successful saving throw halves the damage and reduces 
  the deafness to 1d8 rounds.
  Sudden Dawn
  Spell Level: Magic-User, 3rd Level; Cleric, 3rd Level; 
  Druid, 3rd Level
  Range: 100ft
  Duration: 10 minutes
  Sudden dawn calls morning to arrive ahead of schedule. 
  With a sharp word, the spell creates a 120ft-radius 
  cylinder of night centered on a point within range. The 
  area inside the cylinder is brightly lit. Creatures inside 
  the cylinder can see darkened areas outside the cylinder 
  normally. The light stretches up into the sky for 100ft or 
  until it reaches an obstruction, such as a ceiling.
  Summon Shadow Mastiff
  Spell Level: Magic-User, 3rd Level
  Range: N/A
  Duration: 6 rounds (minutes)
  This spell conjures a shadow mastiff from the essence of 
  the Shadow Realm. This creature obeys the caster’s verbal 
  commands to aid in battle or to seek out a specific creature. 
  The shadow mastiff disappears when it is killed or the spell 
  ends. The shadow mastiff does not appear immediately; 
  there is a delay of 10 minutes before it appears.
  Shadow Mastiff: HD 3; AC 6[13]; Atk bite (1d6+1);  
  Move 18; Save 14; AL C; CL/XP 4/120; Special: baying 
  (save or flee for 3d6 turns), concealment in shadow (40% 
  likely to disappear from sight after attacking). 
  Summon Shadow Titan
  Spell Level: Magic-User, 8th Level
  Range: N/A
  Duration: Instantaneous
  This spell conjures a shadow titan from the essence of 
  the Shadow Realm. The shadow titan is equivalent to a 
  stone giant, but they are created from shadow essence 
  and hurl shadow boulders. This creature obeys the caster’s 
  verbal commands to aid in battle. It takes no actions if a 
  command is not given, although it defends itself if attacked. 
  The shadow titan disappears when it is killed or the spell 
  ends. The shadow titan does not appear immediately; there 
  is a delay of 10 minutes before it appears.
  Shadow Titan (Stone Giant): HD 9+3; AC 0[19]; Atk 
  shadow club (3d6); Move 12; Save 6; AL N; CL/XP 
  10/1400; Special: throw shadow boulders (3d6 damage).
  Summon Star
  Spell Level: Magic-User, 8th Level
  Range: 90ft
  Duration: 6 rounds (minutes)
  The caster summons a friendly star from the heavens 
  to do her bidding. It appears within 90ft of the caster 
  at a designated spot and takes the form of a glowing 
  humanoid with long, white hair. All creatures that can 
  see the star must make a saving throw or be charmed for 
  the duration of the spell. The star understands and obeys 
  verbal commands. If it is not given a command, it defends 
  itself and attacks the last creature that attacked it. The star 
  disappears when killed or the spell ends.
  Summoned Star: HD 10; AC –2[21]; Atk 2 weapons 
  (3d6); Move 18/36 (flying); Save 5; AL L; CL/XP 18/3500; 
  Special: immunities (electricity, cold), magical abilities, 
  magic resistance (60%), +1 or better magic weapon to hit, 
  resistances (acid, fire) (50%).
   Magical abilities: at will—continual light, cure disease; 
  3/day—cure light wounds; 1/day—lightning bolt.
  
  61
  Thousand Darts
  Spell Level: Magic-User, 3rd Level
  Range: Caster (120ft line)
  Duration: Instantaneous
  The caster launches thousands of needlelike darts in a 5ft-
  wide line at a target. Creatures in the line take 6d6 points 
  of damage (save for half).
  Thunderclap
  Spell Level: Magic-User, 3rd Level; Cleric, 3rd Level
  Range: Caster
  Duration: Instantaneous
  The caster claps his hands, emitting a peal of thunder. All 
  creatures within 20ft take 1d4 points of damage per caster 
  level and are deafened for 1d8 rounds. The target can make 
  a saving throw to take half damage and to avoid being 
  deafened. Thunderclap fails within a silence spell’s effect.
  Thunderous Wave
  Spell Level: Magic-User, 3rd Level; Druid, 3rd Level
  Range: 90ft
  Duration: Instantaneous
  A shockwave centered on a point designated by the caster 
  explodes outward through a 30ft-radius sphere. Every 
  creature the shockwave passes through must make a 
  saving throw or be pushed backward 30ft. If they strike 
  a solid object, they take 1d6 points of damage for each 
  10ft they are tossed backward. Those that succeed on the 
  saving throw are pushed back 15ft and take 1d6 points of 
  damage if they strike an object. The shockwave also emits 
  a thunderous boom that can be heard within 400ft.
  Time Jump
  Spell Level: Magic-User, 8th Level
  Range: Touch
  Duration: Instantaneous
  The caster throws a construct forward in time if it fails a 
  saving throw. The construct disappears for 1d4+1 rounds, 
  during which time it cannot act or be acted upon in any 
  way. When the construct returns, it is unaware that any 
  time has passed.
  Trench
  Spell Level: Druid, 2nd Level
  Range: 60ft
  Duration: Permanent
  With scooping gestures, the caster causes the ground to 
  slowly sink into a trench 5ft deep, 5ft across, and 60ft long. 
  The trench forms slowly enough that enemies have no 
  chance of falling into it.
  Triumph of Ice
  Spell Level: Magic-User, 7th Level; Druid, 7th Level
  Range: Caster
  Duration: Instantaneous 
  Triumph of ice transforms one of the four elements into 
  ice or snow in a 100ft radius around the caster. The effect 
  varies depending on the element targeted.
  Air: Vapor condenses into snowfall. This snowfall 
  negates cloudkill or obscuring mists in the area. Creatures 
  of elemental air take 8d6 points of damage (save for half). 
  Water: Open water (a pond, lake, or river) freezes to a 
  depth of 4ft. Creatures in the water must make a saving 
  throw to avoid being immobilized in the ice. Creatures of 
  elemental water take no damage from the spell, but are 
  paralyzed for 1d6 rounds if they fail a saving throw. Their 
  movement is halved in the area.
  Earth: Soil freezes into permafrost to a depth of 
  10ft. Creatures burrowing through the earth have their 
  movement halved in the area. Creatures of elemental earth 
  or stone take 8d6 points of damage (save for half).
  Fire: Flames transform into shards of ice. Creatures 
  in the burning area take 2d6 points of damage from the 
  shards when the spell is cast, and 1d6 points of damage for 
  every 5ft they move. Creatures of elemental fire take 8d6 
  points of damage (save for half).
  Umbral Storm
  Spell Level: Magic-User, 9th Level
  Range: 120ft
  Duration: Up to 10 minutes 
  Umbral storm creates a channel to a region of the Shadow 
  Realm that is inimical to life and order. A storm of dark, 
  raging entropy fills a sphere 20ft in radius centered on 
  a point you can see within range. The storm inflicts 6d8 
  points of damage (save for half) to any creatures caught 
  in its fury. The caster can concentrate to move the storm 
  up to 30ft each round. If the caster’s concentration is 
  disrupted, umbral storm ends in 1d4+1 rounds.
  Vengeful Grasp
  Spell Level: Druid, 2nd Level
  Range: 30ft
  Duration: 1 round/level
  Vengeful grasp causes tiny, grasping hands to burst from 
  the earth to grab and harass the target. If the target fails a 
  saving throw, its movement rate is halved for the duration 
  of the spell. The caster must make a to-hit roll against a 
  target within 30ft. 
  
  62
  Volley Shield
  Spell Level: Magic-User, 7th Level; Cleric, 7th Level; 
  Druid, 7th Level
  Range: Touch
  Duration: 1d4 rounds
  Volley shield creates a shimmering shield of ley energy 
  around a creature the caster touches. The shield grants the 
  creature a +4 Armor Class bonus, and makes it immune 
  to nonmagical weapons for the duration of the spell. In 
  addition, the shield has a 50% chance to reflect 
  hostile spells back at their caster. 
   
  Walking Wall
  Spell Level: Cleric, 7th Level
  Range: 30ft
  Duration: 10 minutes
  Walking wall creates a wall of swinging 
  axes from a pile of miniature axes the caster 
  provides while casting the spell. The wall fills 
  a rectangle 10ft wide, 10ft high, and 20ft long. 
  The wall has a movement rate of 9, and makes 
  4 attacks each round as a 4HD creature. Each 
  successful strike does 3d6 points of damage. The 
  wall can absorb 150 points of damage before 
  disappearing. The caster can direct the wall’s 
  movements.
  Winding Key
  Spell Level: Cleric, 2nd Level
  Range: 60ft
  Duration: 1 round
  The caster targets a clockwork creature or construct, 
  and “winds it up,” giving it an extra attack. 
  Wolfsong
  Spell Level: Druid, 1st Level
  Range: Caster
  Duration: Instantaneous
  The caster can let out a howl that can be heard up to 5 
  miles away outdoors. The howl can convey a message 
  of up to 9 words, and it will be understood by all canine 
  creatures that you name during the casting. 
  Wresting Wind
  Spell Level: Magic-User, 2nd Level; Druid, 2nd Level
  Range: 90ft
  Duration: Instantaneous
  By blowing a pinch of confetti from his hand, the caster 
  creates a burst of air that can tear weapons out of the 
  hands of enemies. Each target caught in the burst of air 
  has a 2-in-6 chance of dropping any items carried. The 
  objects land 10ft away in a random direction.
  Write Memory
  Spell Level: Cleric, 4th Level
  Range: Caster
  Duration: Instantaneous
  The caster copies her memories, or those learned from the 
  spell read memory, onto an empty memory gear.
  
  63
  Open Game License
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  15. COPYRIGHT NOTICE
  Open	Game	License	v	1.0a Copyright 2000, Wizards of the Coast, Inc.
  System	Reference	Document Copyright 2000– 2003, Wizards of the Coast, 
  Inc.; Authors Jonathan Tweet, Monte Cook, Skip Williams, Rich Baker, Andy 
  Collins, David Noonan, Rich Redman, Bruce R. Cordell, John D. Rateliff, 
  Thomas Reid, James Wyatt, based on original material by E. Gary Gygax 
  and Dave Arneson.
  Swords & Wizardry Core Rules, Copyright 2008, Matthew J. Finch
  Swords & Wizardry Complete Rules, Copyright 2010, Matthew J. Finch
  Midgard Swords & Wizardry Guidebook, Copyright 2018 Open Design LLC. 
  Author: Jeff Harkness.
  
  64
  Midgard and the Kobold Press logo are trademarks of Open Design. 
  Venture Forth in A  
  Dark World of Deep Magic
  The Midgard Campaign Setting is here! Now all it needs is heroes—to discover its wonders, 
  battle its horrors, and forge new legends in a dark world of deep magic. 
  MIDGARD WORLDBOOK 
  Inspired by the myths and folklore of Eastern and Central Europe! In the north the giants 
  prepare for Ragnarok, while the goblins in the west grow restless and the shadow of the 
  vampire princes falls across the east. The World Serpent is stirring, and not even all-knowing 
  Baba Yaga can say what will happen next…
  BY WOLFGANG BAUR AND RICHARD GREEN
  WORLDBOOK
  TM
  MIDGARD WORLDBOOK
  TM
  TM
  
  PO Box 2811  |  Kirkland WA 98083
  www.koboldpress.com
  ISBN 978-1-936781-77-5
  The flame of 
     heroes must light 
        a dark world
  Welcome to a world of dark roads and deep magic, where you 
  can match wits with Baba Yaga, set sail for uncharted islands with 
  minotaur corsairs, and face the fury of the giants in the icy north!
  The Midgard Swords & Wizardry Guidebook has everything you 
  need to create a Swords & Wizardry character for an old-school 
  Midgard campaign, including:
  • An overview of Midgard’s regions, from the bustling Crossroads to 
  the doom-haunted Northlands and the magic-warped Wasted West
  • 5 new PC races: dragonkin, gearforged, kobolds, minotaurs, and ravenfolk
  • Dozens of new monsters, including void dragons, eye golems, lich hounds, and trollkin
  • All the secrets of Midgardian ley line magic
  • A tome’s worth of new spells for magic-users, clerics, and druids, including claws of darkness, 
  armored heart, ley energy bolt, sphere of order, snowblind stare, and many more!
  The shadow roads are open, and the World Serpent stirs in its sleep. Begin your journey  
  to Midgard here—adventure awaits the bold!
  
SOURCE: textdata/thevault/Swords & Wizardry (osr) [multi]/SnW 1e & 2e/Adventures & Settings/SnW - Midgard Swords & Wizardry Guidebook.pdf