RPG 3e Character Statistics for D&D 3e
Added On: May 13, 2020 2:31 am
Type: Prose
Community Series: MOTU Classic

[Publication Note: Author Nick Alimonos of www.nickalimonos.com gave permission to he-man.org user Grayskull Cartographer to post this work on his behalf on May 11, 2020.] 



Strength: 11 +0

Intelligence: 14 +2

Wisdom: 11 +0

Dexterity: 32 +11

Constitution: 16 +3

Charisma: 16 +3

Race: Windling

Class: Fighter

Alignment: Neutral good

Level: 15

Armor Class: 31 (+6 natural)

Hit Points: 139

Attack Bonus: +27 / 27 / 22 / 22 / 17 / 17 (whirling attack)

Damage: 1d4 +2 x6 (whirling unarmed attack)

Saving Throws: Fortitude +12, Reflex +16, Will +5

Special: Lightning immunity, fly 100 ft. (perfect)


-Helmet of Saturn +4 (+3 magic)

Special Abilities:

Racial attributes: All windlings are born with a base armor class of 16 due to their skin of copper and are completely immune to lightning. Windlings’ bodies possess no locking joints, so they can bend their elbows backwards and turn their upper-bodies completely around. This remarkable physiology makes them naturally ambidextrous and grants them an incredible dexterity ranging from 5-30 (5d6) at 1st level. In combat they appear as gyrating blurs in funnels of air, electricity arching between their limbs, summoning the wind to fly and spin them. In this state attacks with their fists increase greatly (depending on level), striking for 1d4 points + strength bonus, and incurring no attack of opportunity. This combat style prohibits body armor or use of any weapon. Those attempting to strike a windling in melee combat (unless flat-footed) suffer an attack of opportunity, and there is no limit to the number a windling can make in a round. In addition to these abilities, Cyclone can fly and cast spells (see below).


Balance 19

Escape Artist 19

Move Silently 20

Ride 21

Tumble 19

Use Rope 18



Combat Reflexes

Deflect Arrows



Improved Disarm

Improved Initiative +15

Improved Trip


Power Attack

Spring Attack

Weapon Finesse: unarmed

Weapon Focus: unarmed

Weapon Specialization: unarmed

Whirlwind Attack


15th level, no limit

Wind Wall

Air Walk

Control Winds

Control Weather


Elemental Swarm (15th level cleric, 1/day)

Call Lightning (15th level druid, 4/day)




Strength: 17 +3

Intelligence: 19 +4

Wisdom: 18 +4

Dexterity: 15 +2

Constitution: 19 +4

Charisma: 18 +4

Race: Palutinian

Class: Paladin

Alignment: Lawful good

Level: 12

Armor Class: 29

Hit Points: 124

Reach: 15’

Attack Bonus: +17 / 12 / 7 (gauntlet +2 good)

Damage: 1d4 +5 (light bludgeoning)

Skills: Heal 17, Ride 18, Handle Animal 17, Diplomacy 17, Listen 11, Move Silently 2,

Search 10, Spot 10

Feats: Mounted Combat, Mounted Archery, Trample, Ride-by-Attack, Spirited Charge,


Size: 6'3-12'6

Saving Throws: Fortitude +16, Reflex +10, Will +12

Special:-Immune to slashing critical hits

+13 (+5 magic) full plate armor

+5 (+3 magic) shield casts: sanctuary, protection from normal missiles, and globe of invulnerability at 20th level once per day

-Improved unarmed strike, with 15’ reach

-Paladin spells and abilities: Detect Evil, Divine Grace,

Lay on Hands (heal 48 hit points), Divine Health, Aura of Courage,

Smite Evil (+4 to hit, +12 damage), Remove Disease, Turn Undead

The only intelligent life on Palutina are the humanoid peoples of Palutina. These humanoids are much like Eternian humanoids save for their amazing physical flexibility. Their flesh has a unique elasticity which enables them to stretch far beyond the limits of normal humanoids. Scientists have attributed this, mainly to a unique plant found only on Palutina which, when eaten, alters the metabolism of the body to endure extreme stretching. Of course, it has taken millions of years of using it in their diet, to alter them to such an extreme. The greatest warriors of Palutina have actually turned stretching into a form of combat, the greatest fighters being able to stretch the furthest.

Otherwise, Palutina is a peaceful medieval kingdom with small villages and many brick castles. Technology here is high, but has taken a back seat to magic, which is considered to be of most importance. Knights can still be found on Palutina. Most of their time is spent jousting, but they may be called occasionally to tame an angry dragon. The supreme ruler of Palutina is the beautiful and beloved, Princess Palutina, who resides in a white and blue castle that sits on a hill rising out of a lake, and can only be reached by crossing over a golden bridge.

Unintelligent life forms of interest, are huge horses which stand 9 feet at the shoulder, commonly used for transportation.




Strength: 21 +5 / 27 +8 (rage)

Intelligence: 13 +1

Wisdom: 9 -1

Dexterity: 17 +3

Constitution: 18 +4 / 24 +7 (rage)

Charisma: 15 +2

Race: Human, Eternian

Class: Barbarian

Alignment: Chaotic good

Level: 15

Armor Class: 25 / 23 (rage)

Hit Points: 170 / 215 (rage)

Attack Bonus: +19 (silver fist +3) /

+18 / 13 / 8 (sword +1 cold iron),

w/rage +22 (fist +3)

/ +21 / 16 / 11 (sword +1)

Damage: 2d8 +8 (19-20 x3) (heavy bludgeoning) /

1d10 +8 x3 (19-20 x2) (medium slashing),

w/rage 2d8 +11 / 1d10 +11 x3

Saving Throws: Fortitude +13, Reflex +8, Will +6


-Silver fist 2d8 +3 (+4 shield) -Bastard sword 1d10 +1 + cold iron

-Breastplate +8 (+3 magic)

Special Abilities:

Greater rage (4x/day, 21 rounds)

Fast movement

Uncanny Dodge (can’t be flanked, +2 vs. traps)

Damage Reduction (2)

Stunning Fist: As the feat but without limitation on uses. Fisto can only make one attack per round, however, when using this ability, and only with his metal hand. DC 16

Grappling Check Bonus: With his metal hand, Fisto gains a +4 grapple bonus.


Climb 11

Craft: Blacksmithing 13

Intimidate 14

Intuit Direction 11

Jump 11

Listen 11

Ride 15

Swim 14



Improved Critical: gauntlet

Mounted Combat


Two Weapon Fighting

Weapon focus and specialization: bastard sword

Wilderness Lore 11

Use Rope 5





Strength: 14 +2

Intelligence: 22 +6

Wisdom: 16 +3

Dexterity: 11 +0

Constitution: 9 -1

Charisma: 11 +0

Race: Dwarf

Class: Expert

Alignment: Neutral good

Level: 12

Armor Class: 10

Hit Points: 24

Attack Bonus: +11 / 6

Damage: by weapon type

Skills: Alchemy 21, Craft (tech) 21, Decipher Script 21,

Disable Device 21, Knowledge (all) 21,

Pilot Vehicle 21, Use Magic Device 15

Feats: Exotic weapon: laser

Size: 3'8

Saving Throws: Fortitude +3, Reflex +4, Will +11

Special: Teleport Without Error, Gate,

Stop Time, Reverse Time as spells by

20th level wizard

The Cosmic Key is perhaps the greatest invention of the most famous dwarf inventor, Gwildor. The Cosmic Key has the power to teleport anyone and anything within a 10' radius to any location in the universe with 100% accuracy as long as the exact coordinates are known. Time and distance is not a factor. According to Gwildor, "distance, time and measurement are all part of the finite mind, but in the natural universe such concepts do not exist." So traveling 100 billion light years would be no different than traveling to the next room. These coordinates are recorded on the key as musical notes. Each location in the universe is said to have a particular set of notes (as discovered by Gwildor) that indicate its precise location. However, the Cosmic Key is incapable of figuring a location unless the key has been taken there. The key also has the power to open a gate to any place in the universe (as gate spell) even to other planes of existence, and to travel through time. The theory is that time and space are the same, and so traveling to a particular time and place is no different than traveling to any place in the present; it just takes a different set of notes. Since the key requires this knowledge prior to being used, it would be impossible for it to go back or forward in time to where it's never been. When traveling back in time, the result is similar to a reverse time spell. The PC's do not see themselves as they were an hour before, but rather find themselves where they were an hour before. Fortunately, every time the present is replayed, chances are that a different future will ensue. There is one limitation, however: the key is unable to travel back to the same time more than once. Like two magnets of the same charge repelling each other, if two Cosmic Key's meet, the result would be a cosmic explosion that would rupture the space-time continuum! Even if the PC's travel 2 hours back, for example, when the 1st hour comes, they will encounter their other selves and the end result would be the same.




Strength: 45* +17

Intelligence: 16 +3

Wisdom: 15 +2

Dexterity: 16 +3

Constitution: 23 +6

Charisma: 18 +4

Race: Human, Eternian

Class: Fighter

Alignment: Lawful good

Level: 30

Armor Class: 24

Hit Points: 394

Attack Bonus: +51 / 46 / 41 / 36

(Sword of Power +7), +42 (punch)

Damage: 1d10 +28 (17-20 x2) (medium slashing),

1d100 +17 +special (bludgeoning)

Saving Throws: Fortitude +25,

Reflex +14, Will +13


-Sword of Power 1d10 +7 epic, holy, lawful, good: The Sword of Power may be the most powerful weapon in the universe. It can only be used, however, by one of lawful good alignment, chosen by the Spirit of Grayskull to protect the planet Eternia, a champion who is, most often, a direct descendant of the Ancients. In the hands of any other, the Sword of Power is no more than an indestructible broad sword. But in the hands of Prince Adam, the sword draws power from the Star Chamber at Castle Grayskull, transforming him into He-Man and thus granting him godly strength, ala +30 to strength, up to a max of 45. But for each round of exertion, He-Man’s strength score increases by 1. If He-Man struggled to lift a rock but could not immediately budge it, the following round his strength would increase to 46, and the next to 47, and so on and so forth until he would eventually lift it. This is how he has managed to lift a mountain. If He-Man should somehow be separated from the sword for more than a day, his strength would return to its base of 18.

In addition to strength augmentation, in the hands of He-Man the Sword of Power radiates a continual minor globe of invulnerability protecting from all 3rd level spells.

-Studded leather garment +6 (+3 magic)

-Round steel shield +5 (+3 magic)

-Eternian tiger, “Battlecat”: He-Man can ride and call into combat a huge green and yellow striped tiger with stats equal to a legendary tiger: 299 hp, AC 23, 2 claws +29, bite +24, claw 2d6 +11, bite 2d8 +5 (see Epic Level Handbook p.202).

Special Abilities:

Aura of Grayskull: As the chosen champion of Eternia, He-Man is surrounded by a magical aura protecting him from all fear effects, mental attacks, and negative energy attacks that cause ability or level loss.

Armor Shred: With a successful grapple, He-Man is able to simply tear armor off of his opponents’ bodies, crumple shields like tin foil, and bend weapons like cheap silverware rendering them inoperable. Only magical weapons are capable of withstanding this power.

Earthquake-punch: Once per round, He-Man can punch the ground sending a shockwave of force out from his fist in a 30-foot radius. All those in the area must make a successful reflex save vs. a DC of 10 +1d20 or fall on the ground. L size creatures save vs. a DC of 5 +1d20, larger than L are not effected, and non-bipedal creatures are unaffected.

Thunder-punch: Once per round, He-Man can utilize his great strength to knock an enemy off his feet and send him flying backwards through the air. Those struck by the thunder-punch suffer 1d100+17 damage and must make a fortitude saving throw vs. a DC of 10 + the base number of the attack roll or be sent hurling one yard per the base number of the attack roll. L size creatures make this saving throw vs. a DC of 5 + base attack roll, and creatures larger than L size are unaffected.


Bluff 10

Climb 22

Diplomacy 11

Intimidate 14

Intuit Direction 9

Jump 22

Listen 14

Move Silently 17

Pilot Vehicle 18

Spot 17

Ride 23

Swim 22





Combat Reflexes

Epic Weapon Focus: bastard sword +2

Epic Weapon Specialization: bastard sword +4

Epic Toughness +40 hp

Great Cleave

Great Fortitude

Improved Bull Rush

Improved Critical: bastard sword

Improved Initiative +7

Improved Unarmed Strike


Mounted Combat

Penetrate Damage Reduction

Power Attack

Ride-By Attack

Spring Attack

Spirited Charge

Stunning Fist


Snout Spout


Strength: 19 +4

Intelligence: 12 +1

Wisdom: 19 +4

Dexterity: 18 +4

Constitution: 17 +3

Charisma: 15 +2

Race: Simbayanan

Class: Fighter

Alignment: Lawful good

Level: 9

Armor Class: 14

Hit Points: 57

Attack Bonus: +14 / 9 (fire ax +1),

+13 / 8 (trunk slam)

Damage: 1d8 +5 (x3) (medium slashing), 1d8 +4 (19-20 x3) (trunk slam),

4d4 (Cone of freezing water 10’x60’), 2d8 +4 (trunk grapple)

Skills: Concentration 8, Diplomacy 6, Heal 8, Knowledge (religion) 6

Feats: Alertness, Endurance, Great cleave, Improved bull rush, Iron will, Great fortitude,

Power attack, Toughness

Size: 6'5

Saving Throws: Fortitude +9, Reflex +7, Will +7


-Immune to fire, Improved grapple

-Cone of freezing water (10’x60’): 4d4 dmg. (x2 to fire based creatures), Reflex save for

half: DC 20, 20/day unless recharged by drinking fresh water.

-Extinguishes all flame (magical and non-magical), dispels fire elementals -Summon water elemental (8-16 +3 HD) in 1 turn once per day

-Racial bonuses: +4 Wisdom, +2 Strength, +2 Constitution

Simbaya is a beautiful planet reminiscent of the India of old Earth. It is populated by a race of humanoid elephants.

The people of Simbaya are famous for their gentle, peaceful ways, and their search for religious and spiritual enlightenment, violence and crime is unthinkable. They live life much like the New Earthians but without warlords to throw them into war. All humanoid elephants are vegetarian. Therefore, the majority of them are poor farmers who spend their day working and playing. To cool off, they like to spray themselves with water or just bathe in mud. There are great structures built on Simbaya, however, all in the name of religion, great vedic temples dedicated to the Hindu gods. Simbayanans are devoutly religious in their worship of Hinduism, yet also take a great interest in the sciences, literature and the arts. Simbayanans love to paint, and evidence of their great sculpting techniques can be found all throughout their vedic temples. It is believed that the ruler of Simbaya, the Hindu god, Ganesa, created the planet to escape the stress and conflict of being a god on the planet populated by the Hindu gods, Brahmaloka. Ganesa desired only to find a place in the universe without conflict or evil. When he could not find one, he created Simbaya, and populated the planet himself with his own children that he conceived with mortal women. Today, Ganesa rests within a massive vedic temple and is serviced by his many Simbayanan servants. Indeed, Simbaya is a place of lasting peace and tranquility.




Strength: 14 +2

Intelligence: 21 +5

Wisdom: 15 +2

Dexterity: 14 +2

Constitution: 13 +1

Charisma: 12 +1

Race: Human, Eternian

Class: Rogue, Fighter

Alignment: Neutral good

Level: 15 {10th rogue, 5th fighter}

Armor Class: 26

Hit Points: 87

Attack Bonus: +16 / 11 / 6 (adamantine mace +2), +15 / 10 / 5 (laser wrist)

Damage: 1d8 +4 (medium bludgeoning),

3d6 +2 (laser fire)

Saving Throws: Fortitude +8, Reflex +10, Will +6; Special: ½ damage from fire and cold, healing, force field


-Masterwork Adamantium Mace 1d8 +2

-Tech-helmet +2

-Wrist Laser: The wrist laser is a small laser that attaches to Man-at-Arms’ tech-armor possessing the same attributes as a laser pistol (see Teela).

-Tech-armor +12: Mechanisms within the suit respond to changes in temperature, releasing flame or cold retardant liquids so that the wearer suffers ½ damage from fire and cold. The armor also contains ten healing syringes which can be triggered instantly (1 round). Even if knocked unconscious (to under 0 hp), the armor can detect the wearers’ physical state and heal him if necessary. Man-at-Arms’ tech armor can generate an energy field protecting him from all melee, ranged, and elemental spell attacks. Unlike the spell, globe of invulnerability, however, Man-at-Arms cannot attack anything outside the field. Turning the field on requires one full round and incites an attack of opportunity. The same applies to turning it off. The field can be maintained for 1 hour or in any combination adding up to 60 minutes of time and thereafter cannot be used until the battery can be recharged (1 full day). The field absorbs 200 hit points after which it is rendered inoperable. Becoming proficient with this armor requires 1 feat and a 15+ INT. Score.


Alchemy 16

Craft: Armorsmithing 20

Craft: High Tech 20

Craft: Locksmithing 15

Craft: Weaponsmithing 20

Decipher Script 18

Disable Device 20

Knowledge: engineering, 12

geography, history

Listen 19

Open Lock 17

Pilot Vehicle 17

Read Lips 15

Search 20

Spot 16



Armor: tech

Exotic Weapon: laser

Far Shot

Point Blank Shot

Precise Shot

Quick Draw

Skill Focus: Alchemy

Weapon Focus: laser

Weapon Specialization: laser

Traps (as rogue)

Slippery Mind (as rogue)




Strength: 17 +3 / 20 +5 / 24 +7

Intelligence: 11 +0 / 6 -2 / 20 +5

Wisdom: 15 +2 / 9 -1 / -

Dexterity: 10 +0 / 20 +5 / 17 +3

Constitution: 12 +1 / 17 +3 / 20 +5

Charisma: 15 +2 / 17 +3 / 18 +4

Race: ?

Class: Fighter

Alignment: Lawful good / Chaotic evil / Non

Level: 7

Armor Class: 22 (+12 tech-armor) / 27 (monster) / 25 (robot)

Hit Points: 102

Attack Bonus: Unarmed {(human) +10 / 5,

(monster) +12 / 7, (robot) +14 / 9}

Laser pistol {(human) +7 / 2, (monster) NA, (robot) +10 / 5}

Damage: 1d4 +3, +5, +7 (unarmed), 3d6 (laser fire)

Skills: -

Feats: Armor proficiency: tech, Exotic weapon: laser

Saving Throws: Fortitude +6 / 8 / 10, Reflex +2 / 7 / 5, Will +7 / 1 / -

-Laser pistol 3d6: Laser pistols can be fired accurately only by those proficient in its use. Due to the highly sensitive nature of the laser pistol, those untrained attack at +1 +DEX. Modifier. On a ‘to hit’ roll of 1 on the d20, the pistol explodes in the hands of the untrained user causing 3d6 points of damage. In the right hands, laser pistols can be deceptively powerful. They hit at a range of 1000 yards and burn through all non-magical armor, shields, and even barriers as if they were not there. For this reason, those attacking with the pistol disregard armor or shield bonuses to AC. In addition, laser pistols cause 1d4 points of structural damage to armor, and can even be used to melt weapons. The pistol holds a single energy cartridge for 30 shots. Additional cartridges can be carried, and take 1 round to reload.

Perhaps the most complex and difficult to understand, is the being known as, Man-E-Faces. Having been inflicted at an early age by a horrible curse, Man-E-Faces is a split personality with three separate identities. Though he struggles to be a man, Man-E-Faces is also a monster and a robot. Note, however, that these changes do not come of his own free will. Originally, Man-E-Faces was possessed by only two personalities, a dark reflection of himself known only as "the monster." Then, in a desperate fight to control himself, he created a third person, a cold and heartless mediator, "the robot." No one can understand the organic and physical changes that seem to occur to him at a molecular level, nor has he ever been cured of this affliction.

The stats above are divided into three categories. The first are those of the man, the second are those of the monster, and the third are those of the robot. As a man, Man-E-Faces fights with a laser pistol, however, if he is made angry, he will turn into the monster, attacking with his fists. There is no telling what the monster side of him will do. Being chaotic evil, the monster has been known to attack his own allies and even join forces with Skeletor. If the monster is tamed, he will turn into the robot, and later, change back into the man. Man-E-Faces will turn into the robot if in a life threatening situation, if he drinks poison, runs out of air, comes near starvation, or is being crushed under a weight he cannot lift. As a robot, Man-E-Faces can sustain life at -10 hit points, (but cannot be healed or resurrected), has all the endurances of a robot, and does not need food or drink. If in battle, Man-E-Faces is reduced to 50 or less hp, he will turn into the monster, and become the robot if reduced to 25 or less. If he falls unconscious (below 0), Man-E-Faces will become human again when his hp reach 1 or above.




Strength: 16 +3

Intelligence: 19 +4

Wisdom: 15 +2

Dexterity: 13 +1

Constitution: 11 +0

Charisma: 13 +1

Race: Eternian

Class: Rogue

Alignment: Neutral good

Level: 12

Armor Class: 19

Hit Points: 49

Attack Bonus: +14 / 9 (mace +2),

+12 / 7 (ranged)

Damage: 1d8 +5 (All Purpose Handy mace +2),

4d6 (optic blast)*

Skills: Alchemy 14, Craft (high tech) 19, Concentration 6, Disable Device 16,

Gather Information 11, Intuit Direction 17, Listen 19, Move Silently 10,

Open Lock 16, Pilot Vehicle 19, Search 23, Spot 23, Use Magic Device 16,

Use Rope 16

Feats: Alertness, Armor proficiency: tech, Exotic weapon: laser, Far shot,

Point blank shot, Precise shot

Size: 5'8-9'8

Saving Throws: Fortitude +4, Reflex +9, Will +6

Special: Rogue abilities: Defensive Roll, Sneak Attack +6d6, Evasion,

Uncanny Dodge (can’t be flanked or flat-footed, +1 vs. traps), Traps

Mekaneck's State-of-the-Art armor:

1.) +8 to armor class

2.) Equipped with the Teleport Button, acting on the wearer as the Sorcerer spell, teleport

3.) Allows interplanetary radio communication via microphone

All Purpose Handy mace +2

1.) Small compartments in mace contain:

-Built in directional compass

-Two weeks supply of dehydrated food pellets

-200' of rope with hook shot

-Miniature all repair tool kit

-1-10 acid vials

-1-6 miniature plastic explosives (5d6 damage each)

2.) Functions:

-Button activates built in torchlight

-Button activates cutting torch

-Switch releases dagger extension from handle

3.) Med. kit contains:

-1-4 vials of full healing

-1-4 vials of cure poison

-1-4 vials of cure disease

Helmet of Virtual Reality:

1.) Fires beams of energy from goggles inflicting 4d6 points damage. 30/reload.

2.) Target scope adds +2 bonus to all ranged attacks

3.) Telescopic vision 1000 yards: Negates penalty for distance on ranged attack rolls

4.) Dark vision

5.) See invisibility as spell

6.) Microscopic vision at atomic level: +4 to alchemy checks

7.) X-ray vision: Sight through 1 foot of any non-magical material

8.) +4 to all spot and search checks

9.) Built in computer: Scans and records images and sounds for "perfect" memory playback, auto mapper

*Optic blast (laser pistol) 4d6: Laser pistols can be fired accurately only by those proficient in its use. Due to the highly sensitive nature of the laser pistol, those untrained attack at +1 +DEX. Modifier. On a ‘to hit’ roll of 1 on the d20, the pistol explodes in the hands of the untrained user causing 3d6 points of damage. In the right hands, laser pistols can be deceptively powerful. They hit at a range of 1000 yards and burn through all non-magical armor, shields, and even barriers as if they were not there. For this reason, those attacking with the pistol disregard armor or shield bonuses to AC. In addition, laser pistols cause 1d4 points of structural damage to armor, and can even be used to melt weapons. The pistol holds a single energy cartridge for 30 shots. Additional cartridges can be carried, and take 1 round to reload.

Mekaneck was an Eternian fighter pilot shot down during a battle in space. When his ship crash-landed on Eternia, he suffered a broken neck and a partially disabled spinal chord. Salvaged by Eternian guards, Mekaneck, in critical condition, was rushed to a hospital. It was there that a doctor determined that it was a miracle that he still lived, but that his neck was shattered beyond repair, and that the damage to his spinal chord would permanently render him both blind and deaf.

When word of this reached Man-at-Arms, he empathized with the pilot's condition, but was convinced there was something he could do about it. And so, Man-at-Arms invented virtual reality. With the virtual reality helmet, a miniature camera would record the sights and sounds around Mekaneck and send them to his brain through a cerebral cortex-computer link, joined by a bionic neck that Mekaneck could extend and contract. Even though Mekaneck could not see the way he once did, the world to him appeared in a different yet equally stunning array of colors and computer graphics. The VR helmet also had its advantages, giving him greater sight in other ways, making him a valuable ally of the Eternian Royal Guard.


Moss Man


Strength: 9 -1

Intelligence: 13 +1

Wisdom: 16 +3

Dexterity: 4 -3

Constitution: 16 +3

Charisma: 12 +1

Race: Moss Man

Class: Druid

Alignment: Neutral good

Level: 12

Armor Class: 7

Hit Points: 102

Attack Bonus: +8 / 3 (unarmed)

Damage: 2d6 –1 (slam)

Saving Throws: Fortitude +13, Reflex +1, Will +13

Special: Damage reduction 15/heavy slashing (axes),

double damage from fire, cold, lightning, regeneration

2 hp (see below), immunity to critical hits and mind spells

Special Abilities:

-Racial Attributes: Moss men are intelligent, moving plants that take the shape of men, with water for blood, wood for bones, and earth for flesh. Because they have no internal organs, they take no damage from bludgeoning attacks and only half from slashing and piercing, but do take full damage from axes. From fire, cold, and lightning, however, they take double normal damage. Moss Men are constantly regenerating, 2 hp each round. At –10 hp they do not die but rather, sink into the earth only to grow back as they regenerate. If a moss man loses a limb, it slowly grows back in 1d4 weeks. If reduced to less than –10 by fire or cold, they cannot regenerate and die. Moss men prefer avoiding combat, but can defend themselves with two hardwood fists for 2d6 points of damage. Some moss men grow up to 1000 years old, which might explain their great wisdom and immunity to mind effecting spells. They do not move much, however, and may spend a year just “sleeping”. They rarely engage other beings but communicate freely with plants. In wooded areas they are naturally camouflaged, gaining a +2 racial bonus to hide and move silently checks. Regardless of class, moss men gain ranks in these skills for 1 skill point each. They do not wear armor or use weapons of any kind. Moss Man, the druid, can wild shape into plants only.


Heal 18

Hide 16

Move Silently 16

Intuit Direction 18

Knowledge, Nature 16

Wilderness Lore 18



Great Fortitude

Improved Unarmed Strike

Iron Will




Nature Sense

Woodland Stride

Trackless Step

Resist Nature’s Lure

Wild Shape (4X/Day)

Wild Shape Large, Huge, Tiny

Venom Immunity

0 Level spells (6/day) DC:13

1 Level spells (6/day) DC:14

2 Level spells (5/day) DC:15

3 Level spells (5/day) DC:16

4 Level spells (3/day) DC:17

5 Level spells (3/day) DC:18

6 Level spells (2/day) DC:19


Ram Man


Strength: 17 +3

Intelligence: 7 -2

Wisdom: 12 +1

Dexterity: 12 +1

Constitution: 19 +4
Charisma: 12 +1

Race: Human, Eternian

Class: Fighter

Alignment: Chaotic good

Level: 12

Armor Class: 22

Hit Points: 130

Attack Bonus: +17 / 12 / 7 (battle-ax +1 cold iron), +17 (ram cold iron)

Damage: 1d8 +6 (19-20 x3) (medium slashing), 1-100 +8 (heavy crushing)

Saving Throws: Fortitude +14, Reflex +5, Will +7


-Battle-ax 1d8 +1 cold iron

-Ramming helm armor +11 (+3 weapon cold iron, +3 magic armor)

Special Abilities:

Ram: With a twenty foot charge, Ram Man can launch himself like a bullet causing a tremendous 1-100 (percentage dice) +6 points of damage. Those struck by the ram must make a successful fortitude saving throw vs. a DC of 10 + the base number of the attack roll or be stunned for a number of rounds equal to 1/10th the damage (round up). If the attack misses, Ram Man simply sails past his opponent for a number of yards equal the needed to hit minus the number rolled. Regardless of hitting or missing, it requires a single round for Ram Man to stand back up and resume normal action. Against creatures of L size the ram causes ½ damage, and against H size 1/3rd. Anything larger than H takes 1/4th damage.

Ramming can also be used to knock down doors and crumble walls as if Ram Man possessed a 40 strength, with a +15 bonus modifier.

Head and neck protection: Ram Man’s helm spreads from the top of his head to his shoulders, granting him immunity from the severing of his head from a vorpal blade, and immunity from being stunned by head injury. In addition, Ram Man only takes ½ damage from bludgeoning attacks.


Jump 12



Great Cleave

Great Fortitude

Improved Bull Rush

Improved Critical: battle-ax

Iron Will

Power Attack


Weapon Focus: Battle-ax, ram

Weapon Specialization: Battle-ax, ram


Rio Blast


Strength: 17 +3

Intelligence: 15 +2

Wisdom: 9 -1

Dexterity: 11 +0

Constitution: 10 +0

Charisma: 18 +4

Race: Eternian

Class: Fighter

Alignment: Chaotic good

Level: 6

Armor Class: 12 (leather armor +2)

Hit Points: 36

Attack Bonus: +8 (ranged)

Damage: 12d6, 2d6, 1d6 x2, 1d4 x2 (laser fire)

Skills: Listen 7, Move Silently 6, Search 11, Spot 10

Feats: Alertness, Combat reflexes, Exotic weapon: laser,

Far shot, Lightning reflexes, Point blank shot,

Precise shot, Quick draw

Saving Throws: Fortitude +5, Reflex +2, Will +1

Special: Dark vision, telescopic vision 1000 yards,

+4 to spot and search checks with binoculars

-Laser guns: Lasers can be fired accurately only by those proficient in its use. Due to the highly sensitive nature of the laser pistol, those untrained attack at +1 +DEX. Modifier. On a ‘to hit’ roll of 1 on the d20, the pistol explodes in the hands of the untrained user causing 3d6 points of damage. In the right hands, laser pistols can be deceptively powerful. They hit at a range of 1000 yards and burn through all non-magical armor, shields, and even barriers as if they were not there. For this reason, those attacking with the pistol disregard armor or shield bonuses to AC. In addition, laser pistols cause 1d4 points of structural damage to armor, and can even be used to melt weapons. The pistol holds a single energy cartridge for 30 shots. Additional cartridges can be carried, and take 1 round to reload.

One day, while Rio Blast was out on his chili farm in the Endless Plains, he was attacked by a horde of stirges. With nothing but his hunting rifle, he tried to shoot them off, but failing to scare them they quickly consumed his entire plantation. The following year when the stirges returned, he was ready, with Man-at-Arms help, having attached to himself ten guns. That day, the thousands of stirges were cut to shreds, and his plantation was saved.

Rio Blast carries the heaviest lasers on his back, which sling over his head and across his shoulders, a collection of four guns dealing 12d6 points of damage. In front of his chest is another set of mini-lasers that deal 2d6, and always shoot where Rio Blast is facing. In each hand, Rio Blast carries a tiny, concealed gun, each doing 1d6, and attached to his knee pads are another two, very little guns doing 1d4. Using a set of computerized binoculars, Rio Blast is able to shoot with all ten guns, improving his range attack bonus by +2. Also when using his binoculars, Rio Blast suffers no distance penalty to his attack roll.

Usually, Rio Blast will come out charging with guns flaring in all directions. He doesn't like long fights, just a simple, quick annihilation of his enemies.



Strength: 39 +14

Intelligence: 24 +7

Wisdom: -

Dexterity: 18 +4

Constitution: -

Charisma: 18 +4

Race: Adamantium construct

Class: Medium construct

Alignment: Lawful good

Level: 36 HD

Armor Class: 40 (+4 Dex, +26 natural)

Hit Points: 360

Attack Bonus: +52 / 47 / 42 / 37

(ax adamantine), +40 / 35 (ranged)

Damage: 1d8 +16 (19-20 x3) (ax +2), 6d6 (gun)

Saving Throws: Fortitude +12, Reflex +16,

Will +12

Special:--Damage reduction 15/adamantine

and 10/--

--Immune to magic, poison, gas, cold,

organically harmful acid, critical hits,

fear, mind attacks and petrification

--Slow movement 40’ (can’t run)

--Dark vision

-- +14 to Spot, Search, and Listen checks

Though he is a "machine," Roboto has all the emotions of any living thing, as programmed by Man-at-Arms. Likewise, Roboto is treated with the same respect as everyone else in the Eternian Royal Guard. Due to the fact that he has been programmed to help defend Eternia, however, Roboto is loyal, fearless, and without pain, making for a most deadly adversary. Roboto also has a perfect, computer intelligence, able to calculate thousands of mathematical equations and memorize thousands of languages in seconds.

Roboto is made of eternium, the hardest known substance in the universe, found only on Eternia. To all means known, eternium is virtually indestructible. This accounts for Roboto's excellent Armor Class. For battle, Roboto has been created with a detachable hand, one that can be switched with a battle-ax or a twin laser gun. As a machine, Roboto need never eat or sleep and is never tired, for he is run by a battery that lasts for 1000 years, making him the perfect guard of the Eternian Royal Palace.

If damaged, Roboto cannot be healed by resting, potion, or spell. If reduced to 0 or less hit points, Roboto becomes inoperable. Only if brought back to Man-at-Arms, or a character with at least 20 skill points in craft: high tech, can he ever be repaired (have hit points restored). If reduced to -10 or less hit points, however, Roboto is utterly destroyed and can never again function (live). Though it is possible to build another Roboto, it would cost 1,000,000 gp in raw materials and take 1d4 +2 years to build.

Strength: 17 +3

Intelligence: 11 +0

Wisdom: 14 +2

Dexterity: 3 -4

Constitution: 16 +3

Charisma: 9 -1

Race: Rock man

Class: Fighter

Alignment: Neutral

Level: 8 HD {4th monster, 4th fighter}

Armor Class: 28 (+22 natural) / 37 (boulder form)

Hit Points: 49

Attack Bonus: +10 (melee), +12 (boulder crush)

Damage: 1d8 +3 (slam), 1d10 + blindness (20’x40’ cone)

(solar gun),

2d10 +3 (20 x3) (boulder, 20’ bull rush only)

Skills: -

Feats: -

Saving Throws: Fortitude +9, Reflex –2, Will +4

Special: -Damage reduction 15/bludgeoning, 5/--

-Immune to fire, acid, poison, petrification, blindness, and critical hits

-+10 Armor Class in boulder form. Can take no action in this form.

-Solar gun: 1d10 heat damage + blindness for 1d4 rounds, Reflex save to negate: DC 10

10/day. Requires one full day of sunlight to recharge.

-Slow movement 5’, Temporary boulder dash 40’ once every 10 rounds.

-Possesses absolute control over all earth elementals and earth based creatures (stone golems, galeb duhr, etc.)

-Can conjure earth elemental (8-16 +3 HD) in 1 turn once per day

-Speak with Rock as spell Speak with Plants

-Racial bonuses: +2 Constitution, -8 Dexterity

Life on Graniton, at first, seems non present, like any other dead planet. Beneath the surface, however, are vast tunnels and passageways leading to the nuclear core of Graniton. This nuclear core is what generates an ocean of volcanic magma, and it is from this ocean that life has somehow evolved. Though it was believed that no living organism could survive such temperatures, these life forms have, and have evolved out of this ocean of magma to form the rock people.

The rock people are made up of loosely connected stones that can shift into whatever shape they desire, and likewise, have taken the form of humanoids to better communicate with other races. The rock people are thought to have no internal organs and no blood; it is believed that their bodies run on pure energy alone. In their true form, the rock people are nothing but large boulders.




Strength: 40* +15

Intelligence: 13 +1

Wisdom: 13 +1

Dexterity: 16 +3

Constitution: 17 +3

Charisma: 18 +4

Race: Human, Eternian

Class: Paladin

Alignment: Lawful good

Level: 21

Armor Class: 25

Hit Points: 187

Attack Bonus: +45 / 40 / 35 / 30 (Sword)

Damage: 1d10 +22 (19-20 x2) (medium


Saving Throws: Fortitude +18,

Reflex +13, Will +11


-+5 Jeweled Shield

-Sword of Protection 1d10+7 epic, lawful, holy, good:The Sword of Protection is the same as the Sword of Power except that it grants the wielder a +7 bonus to armor class and the ability to communicate via telepathy with the Sorceress of Grayskull.

-Pegacorn “Swift Wind”: A pegacorn is a winged unicorn possessing all the attributes of both creatures with the HD of a unicorn with max hit points. Upon this steed, She-Ra is able to make a powerful mounted aerial attack.

Special Abilities:

Detect Evil

Divine Grace

Lay on Hands (heal 64 hit points)

Divine Health

Aura of Courage

Smite Evil (+4 to hit, +21 damage)

Remove Disease

Turn Undead

Aura of Grayskull (see He-Man)

Armor Shred (see He-Man)


1st level (3 a day) DC:12


Cure Light Wounds

1st level

Detect Poison

Detect Undead

Divine Favor

Endure Elements

Magic Weapon

Protection From Evil

Read Magic



2nd level (3 a day) DC:13

Remove Paralysis

Resist Elements

Shield Other

Delay Poison

Undetectable Alignment

3rd level (3 a day): DC:14

Cure Moderate Wounds

Discern Lies

Dispel Magic

Greater Magic Weapon

Heal Mount

Magic Circle Against Evil


Remove Blindness/Deafness

4th level (3 a day): DC 15

Cure Serious Wounds

Death Ward

Dispel Evil

Freedom of Movement

Holy Sword

Neutralize Poison


Climb 16

Diplomacy 15

Handle Animal 15

Heal 13

Intuit Direction 4

Jump 16

Listen 4

Move Silently 6

Ride 22

Sense Motive 4

Spot 4

Swim 15

Use Rope 6




Great Cleave

Mounted Combat

Power Attack

Ride-By Attack

Spirited Charge

Epic Weapon focus: +2




Strength: 9 -1

Intelligence: 14 +2

Wisdom: 15 +2

Dexterity: 11 +0

Constitution: 9 -1

Charisma: 23 +6

Race: Eternian, human

Class: Sorcerer

Alignment: Lawful good

Level: 20

Armor Class: 10

Hit Points: 41

Attack Bonus: +10 / 5 (staff holy, good, silver)

Damage: 1d6 (19-20 x2) or by spell

Saving Throws: Fortitude +5, Reflex +6, Will +14


-Staff of Harmony 1d6 +1: The Staff of Harmony is a wondrous item of great power and the very antithesis of Skeletor’s Havoc Staff. Whereas the Havoc Staff is made to destroy, the Staff of Harmony is designed to protect. The Staff of Harmony continuously projects the spells: globe of invulnerability, magic circle against evil, and protection from arrows. It even makes the holder impervious to laser and plasma attacks. Only a 9th level spellcaster of lawful good alignment can take advantage of the staff’s power and only the protective features he would be capable of learning himself. Non-lawful good characters will see the staff as nothing more than a beautiful crafted staff of +1 enchantment. Those of evil alignment touching the staff must make a successful fortitude saving throw or suffer 1d6 points of damage each and every time the staff is touched.

Special Abilities:

Polymorph into falcon:The Sorceress possesses the innate ability to polymorph into an Eternian falcon at will, at any time, as often as she wishes.


Alchemy 17

Concentration 14

Intuit Direction 9

Knowledge, Arcana 16

Knowledge, Religion 9

Scry 16

Sense Motive 9

Spellcraft 17


Brew Potion

Craft Magic Arms and Armor

Craft Staff

Craft Wondrous Item

Forge Ring

Scribe Scroll

Spell Focus: Abjuration



0 Level (6 a day) DC: 16

Arcane Mark


Detect Magic

Detect Poison

Ghost Sound



Read Magic


1st Level (8 a day) DC: 17

Charm person

Feather Fall

Mage Armor



2nd Level (8 a day) DC: 18

Detect Thoughts

Glitter dust

Hypnotic Pattern


Resist Elements

3rd Level (7 a day) DC: 19

Dispel Magic


Protection from Elements


4th Level (7 a day) DC: 20

Charm Monster

Dimension Door

Fire Shield


5th Level (7 a day) DC: 21


Feeble mind

Hold Monster

Dominate Person

6th Level (7 a day) DC: 22

Antimagic Field


True Seeing

7th Level (6 a day) DC: 23

Ethereal Jaunt

Spell Turning

Teleport Without Error

8th Level (6 a day) DC: 24


Polymorph Any Object

Protection From Spells

9th Level (6 a day) DC: 25


Shape change

Temporal Stasis


Buzz Off


Strength: 19 +4

Intelligence: 16 +3

Wisdom: 19 +4

Dexterity: 19 +4

Constitution: 15 +2

Charisma: 13 +1

Race: Beople

Class: Ranger

Alignment: Chaotic good

Level: 10 HD {3rd monster, 7th ranger}

Armor Class: 23 (+9 natural)

Hit Points: 78

Attack Bonus: +14 / 9 (mace +1), +13 (stinger)

Damage: 1d8 +4 (m. bludgeoning), 1d4 +poison (stinger)

Skills: Hide 17, Intuit Direction 17, Listen 17,

Move Silently 17, Search 18, Spot 19, Wilderness Lore 17

Feats: Alertness, Improved initiative +8,

Improved unarmed strike, Lightning reflexes,

Track, Two weapon fighting

Saving Throws: Fortitude +9, Reflex +7, Will +7

Special: -Poison, DC 15, initial damage 3d6 CON. points, secondary damage 1d6 CON. points

-Fly (average) at movement rate 100’

-Summon Swarm of bees at will (10th level) as spell, Creeping Doom as spell once per

day (10th level), Ranger spells and abilities

-Possesses control over all (non-humanoid) insects, may communicate with any insect

-Low light vision, sight up to 100 yards, +2 racial bonus to spot and search

-Favored enemies: Arachnids, formians (ant people), three-keen (mantis people)

-1st level ranger spells 2/day

Hive is the home world of the bee people (beople). Anyone visiting Hive would be amazed at its geometrical complexity. From a distance, Hive appears as what it is, a giant bee hive the size of a planet.

The planet Hive is one of the most populated of all planets consisting of 1200 orders, each with their own ruler. But the supreme ruler of Hive lives in the deepest catacomb several miles underground. She is known as Queen Belana and she spends most of her day mating and laying eggs. For each order is also a sub-queen, 1200 in all, who lay thousands of eggs daily. Another unique aspect of the bee people is in their sex, for the bee people are divided into not two but three sexes, the males, the females and the drones. The political system on Hive works very much like a cast system but by sex. The females are the most intelligent and always of the upper class, females are also the most rare of the species. The males are the strongest but hold a middle class position. The unfortunate born drones, who have no sex, are the lowest class. Drones are the weakest and least intelligent and live in very poor condition. They spend most of their time working. Economically, however, the bee people are fundamentally equal and believe VERY strongly in equality for all within their own sex group. Crime and disobedience, however, is never tolerated, and any bee person caught not working is put to death. Bee people rarely go to war amongst themselves, but it does occur occasionally. Their most dreaded enemy, however, are those from the neighboring planet of Arachnia, especially the Mantis. When going to war, bee soldiers are expected to die in battle. Among other traits, bee people have the natural ability to fly.




Strength: 16 +3

Intelligence: 13 +1

Wisdom: 13 +1

Dexterity: 16 +3

Constitution: 16 +3

Charisma: 13 +1

Race: Bird Man

Class: Ranger

Alignment: Neutral good

Level: 12

Armor Class: 13

Hit Points: 112

Attack Bonus: +15 / 10 / 5 (melee morningstar),

+17 (swoop attack)

Damage: 1d8 +3 (x2) (medium bludgeoning and piercing),

1d8 +5 (x3) (swoop attack)

Saving Throws: Fortitude +11, Reflex +7, Will +5

Special: Fly (average) at movement rate 120’, swoop attack (see below)


Morningstar 1d8

Special Abilities:

-Racial Attributes: All bird men learn to fly at a young age. Though feathers grow on their arms and legs, this natural ability seems more magical than natural. Using this attribute, Stratos can (provided at least a 60’ cube of space) swoop down from the air and swing at his enemies with his spiked mace with a +2 bonus to hit and dealing an extra +2 damage. In doing the swoop attack, Stratos does not suffer a full round of attack, but does incur a single attack of opportunity. Stratos can also combine his swoop attack with a grapple, lifting man-sized opponents into the air. If the grapple is successful, Stratos flies the opponent 10 feet for each round the opponent would be pinned, up to a maximum height of 60 feet at which time the grappled are dropped for falling damage. Should the opponent break free before that time, he would still suffer falling damage depending on the consequent height attained at that round. Due to their race, bird men are unable to wear armor of any kind.


Animal Empathy 9

Handle Animal 9

Heal 10

Hide 13

Intuit Direction 10

Listen 13

Move Silently 13

Ride 12

Wilderness Lore 9

Spot 12





Improved Disarm


Spring Attack


Two Weapon Fighting

Favored Enemies: beastman,

merman, human


1st level spells, (1/day) DC:12

2nd level spells (1/day) DC:13

3rd level spells (1/day) DC:14




Strength: 15 +2

Intelligence: 11 +0

Wisdom: 18 +4

Dexterity: 1 -5

Constitution: 16 +3

Charisma: 12 +1

Race: Rock man

Class: Fighter

Alignment: Neutral

Level: 8 HD {4th monster, 4th fighter}

Armor Class: 27 (+22 natural) / 37 (boulder form)

Hit Points: 42

Attack Bonus: +9 (melee), +11 (boulder crush)

Damage: 1d8 +2 (slam), 1d10 +blindness (20’x40’ cone) (solar gun),

2d10 +2 (20 x3) (boulder, 20’ bull rush only)

Skills: -

Feats: -

Saving Throws: Fortitude +9, Reflex –3, Will +6

Special: -Damage reduction 15/bludgeoning, 5/--

-Immune to fire, acid, poison, petrification, blindness, and critical hits

-+10 Armor Class in boulder form. Can take no action in this form.

-Solar gun: 1d10 heat damage + blindness for 1d4 rounds, Reflex save to negate: DC 12

10/day. Requires one full day of sunlight to recharge.

-Slow movement 5’, Temporary boulder dash 40’ once every 10 rounds.

-Possesses absolute control over all earth elementals and earth based creatures (stone golems, galeb duhr, etc.)

-Can conjure earth elemental (8-16 +3 HD) in 1 turn once per day

-Speak with Rock as spell Speak with Plants

-Racial bonuses: +2 Constitution, -8 Dexterity

For more information, see Rockon.




Strength: 15 +2

Intelligence: 13 +1

Wisdom: 8 -1

Dexterity: 18 +4

Constitution: 10 +0
Charisma: 17 +3

Race: Human, Eternian

Class: Fighter, Rogue

Alignment: Neutral good

Level: 15 {10th fighter, 5th rogue}

Armor Class: 17

Hit Points: 84

Attack Bonus: +17 / 17 / 12 / 12 / 7

(good quarterstaff +1), +18 / +13 / +8 (laser pistol)

Damage: 1d6 +5 (19-20 x2) (light bludgeoning),

3d6 (19-20 x3) (laser fire)

Saving Throws: Fortitude +8, Reflex +11,

Will +3


-Quarterstaff 1d6 +1

-Laser pistol 3d6: Laser pistols can be fired accurately only by those proficient in its use. Due to the highly sensitive nature of the laser pistol, those untrained attack at +1 +DEX. Modifier. On a ‘to hit’ roll of 1 on the d20, the pistol explodes in the hands of the untrained user causing 3d6 points of damage. In the right hands, laser pistols can be deceptively powerful. They hit at a range of 1000 yards and burn through all non-magical armor, shields, and even barriers as if they were not there. For this reason, those attacking with the pistol disregard armor or shield bonuses to AC. In addition, laser pistols cause 1d4 points of structural damage to armor, and can even be used to melt weapons. The pistol holds a single energy cartridge for 30 shots. Additional cartridges can be carried, and take 1 round to reload.

-Leather armor +3 (+1 magic)


Balance 12

Climb 12

Disable Device 9

Escape Artist 12

Hide 12

Jump 12

Move Silently 12

Open Lock 12

Pilot Vehicle 9

Ride 14

Search 9

Swim 12

Use Rope 12

Tumble 12

Special Abilities:

Martial Weapon Proficiency: All

Sneak Attack +3d6


Uncanny Dodge





Exotic Weapon: laser

Improved Initiative +8


Spring Attack

Improved Two-Weapon Fighting

Weapon Focus: laser pistol, quarterstaff

Weapon Finesse: quarterstaff

Weapon Specialization: quarterstaff




Divine Rank: 19

Strength: 30 +10

Intelligence: 45 +17

Wisdom: 45 +17

Dexterity: 27 +8

Constitution: 28 +9

Charisma: 30 +10

Race: Zodiakian, Intermediate god

Class: Wizard, Cleric

Alignment: Lawful good

Level: 60 {20th wizard, 20th cleric, 20th outsider}

Armor Class: 59 (+8 Dex., +12 armor, +19 divine, +10 deflection)

Hit Points: 940

Initiative: +12 (+8 Dex., +4 Improved initiative)

Attack Bonus*: Staff of Harmony +5 +72 / 67 / 62 / 57 *Always receives a 20 on attack rolls; roll die to check for critical hit

Damage*: 19d8 (Divine Blast), 1d6 +15 (Staff +5). *Always does maximum damage (21 points).

Skills: All 48-50

Feats: All

Saving Throws: Fortitude +60, Reflex +59, Will +70 *Always receives 20 on saves.

Special: Damage reduction 54/epic, SR 71

Salient Divine Abilities: Alter Reality, Arcane Mastery, Spontaneous Wizard Spells, Automatic Metamagic, Avatar, Clearsight, Divine Blast, Mass Divine Blast, Divine Celerity, Divine Dodge, Divine Inspiration, Divine Shield, Divine Spell Focus, Divine Spellcasting, Instant Counterspell, Know Death, Know Secrets, Lay Quest, See Magic, Speak with Creatures, True Knowledge

Zodak is the last of the Zo, the first species to develop self-awareness and intelligence in the known universe. Long before development of life on Eternia, the Zo spread throughout the universe colonizing planets. Their technology advanced to the limit of natural law and beyond. Then after billions of years, the Zo evolved into pure energy, pure thought, and with corporeal body no longer necessary, their disembodied minds sailed throughout space to explore neighboring universes and dimensions. Only one Zo stayed behind, this one being Zodak, who was appointed by some higher power, perhaps the collective of Zo mind, to watch over and safeguard the parent universe from chaos. The exact age of Zodak is beyond comprehension, as he tirelessly watches the universe expand to incomprehensible measure and contract to the size of a pea and then expand again. But time and distance are concepts that only limit beings of lesser understanding and awareness, for Zodak can bend such concepts at his will.

Always, Zodak the Watcher focuses his attention on the planet Eternia, where the Ancient Zo stored much of their knowledge. Each birth and rebirth of the universe is known as an epoch, and many such epochs are known to have taken place, repeating time itself with some slight variation between each epoch. In the First Epoch, Adam “He-Man” became King, destroyed Skeletor, was married to the goddess of fire, Flame-a, and died of old age. In the second epoch, an Adam both the same and different, fought against the God of Chaos and Darkness, Skullgrin, with the aid of Zodak, the Eternian Royal Guard, and the archangel Icarus. Their battle was futile and Skullgrin managed to defeat them and steal the secrets of the Ancients, only to realize the folly of his understanding, at which time he created a constellation for himself, resurrected his fallen enemies, and hid away on his own secret planet. During the Third Epoch, the Horde Empire took over much of the galaxy, but the empire collapsed when the prophesied child, Mari’na Lucien, destroyed the seat of the empire on the planet DarkWorld. She was later married to Adam and they had a son, Prince Regan, who was possessed by the spirit of Skeletor and who, in a tragic tale, killed his own father in a battle over the capitol city, Eternos. His sister, Alexandra, slew Regan and became Empress of Eternia and the Known Universe.

This is now the Fourth Epoch. No one living is aware of the other epochs but the Watcher, Zodak, though they sometimes surface in the form of myths and legends told by bards.

When Zodak chooses to appear before mortals, he takes the form of a man holding a silver Ram Staff, wearing the red Zodiakian cowl and a red suit of leather armor with the white Zodiakian symbol, that of a trident head with flattened edges. There where his eyes would be are two black circles full of stars.


Beast Man


Strength: 19 +4 / 25 +7

Intelligence: 5 -3

Wisdom: 8 -1

Dexterity: 17 +3

Constitution: 20 +5 / 26 +8

Charisma: 15 +2

Race: Beast man

Class: Barbarian

Alignment: Chaotic evil

Level: 17 HD {2nd monster, 15th barbarian}

Armor Class: 18 (+2 natural, +3 studded leather)

Hit Points: 183 / 234 (rage)

Attack Bonus: +21 / 16 / 11 / 6, +22 (bullwhip +1),

w/rage +24 / 19 / 15 / 10, +25 (bullwhip +1)

Damage: 1d6 +6 / +9 (rage) (17-20 x2) (claws),

1d4 +7 / +10 (rage) (bullwhip +1)

Skills: Climb 11, Jump 10, Listen 2,

Move Silently 4

Feats: Dodge, Improved critical: claws, Improved

initiative +7, Power attack,

Weapon focus and specialization: unarmed, bullwhip

Saving Throws: Fortitude +15/18, Reflex +8, Will +4

Special: -Summon monster I-VI as spell, jungle only, no limit.

-Greater rage (4x/day, 24 rounds)

-Damage reduction 2

-Racial bonuses: +2 Strength, -4 Intelligence, -2 Wisdom, +4 Constitution,

+4 to climb and jump checks

The humanoid race of Eternians is divided into two sub-human groups. These groups evolved differently due to the strange orbit of Eternia. The first are the beast men, very primitive ape-like humanoids who reside in the thick jungles of the Dark Side forests. The second are the reclusive merpeople, salt water breathing humanoids that live beneath Eternia's Dark Side oceans.




Strength: 18 +4

Intelligence: 17 +3

Wisdom: 9 -1

Dexterity: 18 +4

Constitution: 19 +4

Charisma: 15 +2

Race: Salusian

Class: Rogue / Fighter

Alignment: Chaotic evil

Level: 15 HD {8th rogue, 7th fighter}

Armor Class: 16 (leather armor +2)

Hit Points: 119

Attack Bonus: +18 / 18 / 13 / 13 / 8 (rapier +2)

Damage: 1d6 +8 (18-20 x2) x5 (medium piercing)

Skills: Escape Artist 15, Listen 14, Move Silently 15, Open Lock 15, Pick Pocket 15,

Pilot Vehicle 14, Sail 14, Search 14, Spot 10, Swim 15, Use Rope 15

Feats: Ambidexterity, Exotic weapon: laser, Two-weapon fighting,

Improved two weapon fighting, Weapon focus and specialization: rapier

Saving Throws: Fortitude +11, Reflex +12, Will +3

Special: Rogue abilities: Sneak Attack +4d6, Evasion, Uncanny Dodge (can’t be flanked

or flat-footed), Traps

Those born on Salusa are raised in a hellish world where they are taught the ways of evil and power. Mutant children from cross breeding prisoners also tend to develop more terrible beings, perfect for the army of a psychopathic dictator. For the law of Salusa Secundus is "might makes right". And the wardens of the planet could care less about any wrongdoing. Anyone being raped, murdered, or tortured is ignored, as long as he is not the warden or the prison ruler. And, since there is no where on the planet to escape to, the Salusians are allowed to wander around wherever they wish. They do not, however, wander too far. For they know that they must return for the food and water that only the wardens can provide. Many times have prisoners attempted to attack these wardens. These prisoners end up being punished, however; being put to clean the dungeon.

There are rumors, however, some call them legends of Salusa Secundus, of prisoners actually having escaped. The myth has it that there is a nearby asteroid belt, and within one of these asteroids is a huge cave secretly being used by a gang of space pirates to harbor their ships. These pirates roam the universe looking for transport vessels to plunder, and sometimes, land on the planet surface to look for criminals wishing to join their gang. Two of these pirate escapees may be Trap Jaw and Blade, who claim to be prisoners from the planet Salusa Secundus.




Strength: 23 +6

Intelligence: 15 +2

Wisdom: 12 +1

Dexterity: 12 +1

Constitution: 20 +5

Charisma: 10 +0

Race: Crustacean

Class: Fighter

Alignment: Chaotic evil

Level: 12 HD {3rd monster, 9th fighter}

Armor Class: 21 (+4 natural,

+6 banded mail)

Hit Points: 126

Attack Bonus: +18 / 13 / 8 (claw)

Damage: 2d8 +6 (19-20 x3) (slam),

2d8 +6 (crushing damage when grappling


Skills: -

Feats: Improved critical: unarmed, Improved grab,

Stunning fist, Toughness,

Weapon focus: unarmed

Saving Throws: Fortitude +13, Reflex +3, Will +5

Special: Crushing claw: 2d8 +6, Racial bonuses: +4 Strength, +2 Constitution

It is rare to find life on any land, but the land dwellers that do exist are by far the most powerful on Crustacea. They hold the upper hand because the land dwellers can attack their enemies underwater and then retreat to make their plans and stockpile their weapons in a place where their aquatic foes cannot reach them. Thus, the dominant races of Crustacea have been of the hard shelled crustaceans, who consist of many sub-species such as the lobster crustaceans (the most powerful) the crab crustaceans, the snail crustaceans and many more sub-species too numerous to mention. Among the crustaceans have wars broken out. Their numbers are small, however, and battles between them are more on a tribal level. These battles usually occur over precious land. The other intelligent underwater races of Crustacea consist of the sahuagin (fish people), the mermen, the locathah, the octopods and the non-humanoid but very intelligent whale species. Each of these species live on a separate continental shelf divided by massive deep sea trenches. Though the fish people have the power to fight on land, their bodies cannot sustain the absence of moisture for long periods and they are unable to make their homes there. This, of course, has given the crustaceans the advantage and has made them rulers of the ocean. Life in these oceans has evolved much like life evolved on most planets with water, except for the scarcity of land, which has obviously forced the majority of the life to live beneath the waters.

The capitol of Crustacea is Reef City, where the seat of power rests on a massive castle made entirely of sea shells. Upon the throne sits King Crabthorn, the lobster crustacea, who rules all the other races but with very weak control. Though he commands the crustacea armies, the other races of Crustacea resent his rule and struggle to free themselves from him.




Strength: 22 +6

Intelligence: 14 +2

Wisdom: 11 +0

Dexterity: 18 +4

Constitution: 20 +5

Charisma: 13 +1

Race: New Earthian

Class: Samurai

Alignment: Chaotic evil

Level: 18

Armor Class: 22 (+9 breastplate, +4 magic)

Hit Points: 180

Attack Bonus: +25 / 20 / 15 / 10

(Katana of Sharpness +4 evil) /

+24 (golden hand +3 silver)

Damage: 1d10 +12 x4 (17-20 sever limb)

(large slashing) / 2d8 +11 (bludgeoning)

Skills: Balance 8, Escape Artist 9, Listen 9,

Move Silently 9, Ride 25, Spot 9

Feats: Ambidexterity, Dodge, Expertise, Improved critical: katana,

Improved initiative +8, Mobility, Mounted combat, Power attack, Spring attack, Stunning fist, Two-weapon fighting, Weapon focus and specialization: katana and golden hand, Whirlwind

Saving Throws: Fortitude +16, Reflex +9, Will +5

Special: -

The people of New Earth spend most of their day fishing, farming and meditating. They live humble, peaceful lives. Many of these people are religious leaders or monks, who live in seclusion among the hills in great temples and spend most of their day praying. All of these people, however, live under the rule of their warlord. The warlords of New Earth divide the land amongst themselves. They adorn themselves in wealth beyond imagination and build great cities of wealth unto themselves. Unlike the commoners, the upper class of New Earth are warriors, artists, explorers and thinkers. They rule over the commoners and carry out the decree of the warlord. Most of these warriors are the honorable samurai. But many of these are the ninja, assassins for hire used to assassinate other warlords of neighboring lands. And yes, many wars have broken out between warlords over possession of this land. However, all of these warlords must answer unto the Emperor Iroku Saganaki. Since the Emperor has very loose control over the warlords, however, they usually do whatever they wish. It is rumored, however, that somewhere among the Great Mountains live the gold dragons. Commoners are fond of worshipping and offering sacrifices unto the gold dragons. Some warlords even suspect the Emperor of being a gold dragon himself.

It is believed that Ninjor, henchmen of Skeletor, is actually an assassin for Warlord Tseng Liu of the Red Dragon Dojo, who followed Jitsu to Eternia in order to assassinate him, so that Tseng Liu can get back at his old nemesis Warlord Ku, whose head samurai was Jitsu.




Strength: 12 +1 / 18 +4

Intelligence: 17 +3

Wisdom: 6 -2

Dexterity: 17 +3

Constitution: 18 +4

Charisma: 17 +3

Race: Merman

Class: Fighter

Alignment: Chaotic evil

Level: 18 HD {2nd monster, 16th fighter}

Armor Class: 20 (+4 natural, seashell armor +3)

Hit Points: 159

Attack Bonus: +20 / 15 / 10 / 5 (great trident +1),

Underwater {+23 / 18 / 13 / 8 (great trident +1)}

Damage: 3d4 +4 (19-20 x4) (piercing),

Underwater {3d4 +7 (19-20 x4) (piercing)}

Skills: -

Feats: Improved critical: great trident, Improved initiative +7,

Weapon focus and specialization: trident

Saving Throws: Fortitude +15, Reflex +9, Will +4

Special: Summon monster I-IX as spell (aquatic only), net,

*Pearl of Monster Summoning

Unknown to most Eternians is that Merman rules under the sea with an iron fist. He is seated upon his own throne and is worshipped by locathah, sahuagin and merpeople. There, he secretly builds an army to rise up and crush the forces of his master, Skeletor.

If encountering large numbers of enemies, Merman will use a large fishing net, catching 1d6 human sized creatures. Those wishing to avoid the net must make a successful Reflex check vs. a DC of 1d20 or be trapped. Not even a strength of 24 can break the net, but a sharp edged weapon of +1 enchantment or better can cut through it.

*Merman also possesses the Pearl of Monster Summoning, a large, fist sized pearl which enables him to contact any sea creature telepathically and call it to fight by his side. Once per day in his underwater kingdom, Merman can summon a kraken with max hit points to fight for him.




Strength: 17 +3

Intelligence: 11 +0

Wisdom: 18 +4

Dexterity: 24 +7

Constitution: 12 +1

Charisma: 10 +0

Race: New Earthian

Class: Ninja (Monk Assassin)

Alignment: Lawful evil

Level: 17 (10th monk, 7th assassin)

Armor Class: 23

Hit Points: 81

Attack Bonus: +20 / 15 / 10 (poisoned katana +1 evil), +20 / 17 / 14 (nunchaku +1),

+19 x3 (shuriken), +19 / 14 / 9 (mighty composite longbow),

+15 / 12 / 9 (unarmed)

Damage: 1d10 +4 +poison* x3 (19-20 x2) (large slashing),

1d6 +4 x3 (light bludgeoning), 1 +poison* x3 (tiny piercing),

1d8 +3 +poison* x3 (x3) (piercing), 1d10 +3 x3 (unarmed)

Skills: Climb 12, Disguise 4, Escape Artist 17, Hide 18, Jump 12, Listen 15,

Move Silently 18, Spot 15

Feats: Dodge, Exotic weapon: katana, Improved initiative +11, Mobility, Spring Attack,

Weapon finesse: katana, nunchaku

Saving Throws: Fortitude +8, Reflex +11, Will +8 (+3 save vs. poison)

Spells: 10th Level (1/day): Mirror Image, Obscuring Mist, Spider Climb,

Teleport (self only)

Special: *Black Lotus Extract DC 20, Initial and secondary damage 3d6 CON.

-Sneak attack +4d6

-Death attack DC 17

-Stunning attack DC 19

-Class abilities: Unarmed strike, Uncanny dodge (can’t be flanked),

Improved evasion, Deflect arrows, Still mind, Slow fall (50’),

Purity of body, Improved trip, Wholeness of body (heal 20 hp),

Leap of the clouds, Ki strike +1, Speed 60’

For more information, see Jitsu.




Strength: 13 +1

Intelligence: 12 +1

Wisdom: 13 +1

Dexterity: 17 +3

Constitution: -

Charisma: 11 +0

Race: Undead

Class: Cleric

Alignment: Chaotic evil

Level: 16 HD {8th monster, 8th cleric}

Armor Class: 27 (+17 natural)

Hit Points: 80

Attack Bonus: +17 / 12 / 7

(great scythe +4 unholy, evil, cold iron)

Damage: 1d12 +5 (x4) +special

(heavy slashing or piercing)

Skills: -

Feats: -

Saving Throws: Fortitude +10, Reflex +8, Will +6

Special: -+4 weapon to harm, SR 25

-Immune to critical hits, fear, poison, fire, lightning, cold, mind spells, and lasers

-Fear aura in 30’ radius causes permanent paralyzation, Will negates, DC 15

-Dexterity drain (1d4 points), Death curse (see below), cleric spells

Scareglow is an ethereal undead being of great power. Any physical or magical attacks or weapons under +4 enchantment pass through him as if he were a vapor. Even those weapons of +4 enchantment or greater have only the power to disrupt his ethereal form, so damage bonuses due to strength do not apply. For example, the Sword of Power would deal only 1d10 +5 points of damage. Scareglow can also be harmed by healing spells, and is utterly destroyed by a resurrection or raise dead spell. Only a 20th level cleric or 22nd level paladin or greater can attempt to turn Scareglow.

If reduced to 0 hit points or less, Scareglow does not die, but simply vanishes, leaving his cloak and scythe behind. He who strikes the final blow to destroy his form, however, immediately falls prey to his death curse. Through the death curse Scareglow may attempt to possess the body of his slayer, as long as the slayer fails a Will saving throw with a DC of 20. In this form, Scareglow gains the strength, constitution, and dexterity of his host’s body and all bonuses that apply, but intelligence, wisdom and charisma remain his, as does his base attack as a 16 HD monster. If Scareglow fails to possess any one of the party members who destroyed him, he may reform in 3 days to take vengeance.

Scareglow can use any spell as an 8th level cleric and fights with a long spear like scythe of +4 enchantment. He also wears a +4 robe of invisibility. All those struck by the scythe lose 1d4 points of dexterity, but Scareglow also has the power to channel any evil cleric spell through his scythe and attack at the same time. For example, Scareglow could strike dealing 1d12 +5 damage and at the same time cast inflict moderate wounds. Note that when using a cleric spell with his scythe, Scareglow cannot employ his Dexterity drain. Those touching Scareglow’s scythe after he is destroyed must make a successful Fortitude check vs. a DC of 20 or suffer the curse of the scythe, i.e., having the weapon permanently grafted to their hands, and in anyone’s hands but Scareglow’s, the scythe is a cursed item dealing 1d12 –4 points of damage, at –4 to hit. Those suffering from the curse of the scythe can only be freed by a remove curse spell.




Strength: 36 +13

Intelligence: 22 +6

Wisdom: 23 +6

Dexterity: 17 +3

Constitution: 27 +8

Charisma: 21 +5

Race: Demon, Lesser god

Class: Sorcerer, Cleric

Alignment: Chaotic evil

Level: 60 HD (20th monster,

20th sorcerer, 20th cleric)

Armor Class: 33 (+20 natural),

29 (+20 natural, -4 size) (monster form)

Hit Points: 680

Attack Bonus: Gaze of Disintegration (see below),

Spell, +50 (Skullgrin’s Wand of

Imprisonment +5),

+58 (tentacle grapple)

Damage: Disintegration (Fortitude save to

negative, DC 22), By spell type,

Imprisonment (see below),

1d10 +13 (constrict)

Saving Throws: Fortitude +38, Reflex +21,

Will +42

Skills: Concentration 31, Decipher Script 29,

Disguise 28, Intimidate 28,

Knowledge (all) 29, Scry 29, Spellcraft 29, Use Magic Device 28

Feats: All metamagic feats

Spells: Shokoti can cast any spell from any school at will. Her cleric domain is Chaos.

Cleric Spells Per Day:

0 Level 6, 1st 7+1, 2nd 7+1, 3rd 6+1, 4th 6+1, 5th 6+1, 6th 6+1, 7th 4+1, 8th 4+1, 9th 4+1

Sorcerer Spells Per Day:

0 Level 6, 1st 8, 2nd 7, 3rd 7, 4th 7, 5th 7, 6th 6, 7th 6, 8th 6, 9th 6

Special: Damage reduction 40/+4, SR 30, immune to acid, cold, electricity, disease, fire, mind effecting spells, and poison

-Gaze of Disintegration: If Shokoti so wills, anyone looking upon her human form must instantly make a fortitude saving throw (DC 22) or be disintegrated. This is as the spell disintegrate except that it only affects living things gazing upon the demon goddess. This ability is a free action that Shokoti can make once per round, but she cannot cast any other spells during this round.

-Skullgrin’s Wand of Imprisonment: Perhaps even more horrible than her gaze, Shokoti’s wand acts as the sorcerer spell imprisonment. Those struck by the wand are instantly transported (no saving throw) to another dimension inside the confines of the wand that is, from the view of the imprisoned, a whole other world. To be freed, the wand’s crystal sphere must be broken. The sphere has 30 hit points and a hardness of 40/+4, is immune to all spells as well as cold, fire, acid, and electricity. It is possible for the wand to be snatched from the goddess’ grasp (Dexterity check or Pick Pockets check), but good characters touching the wand must make a successful Will saving throw (DC 20) or drop one place in alignment. This effect continues for every round the wand is held in hand, till either a saving throw succeeds, or the character’s alignment falls to chaotic evil.

-True Form: If reduced to half her hit points, Shokoti discards her human body to reveal her true form, a horrible mass of tentacles, eyes and teeth. Though she may still cast spells, in this form the demon goddess chooses rather to grapple her enemies in her tentacles and slowly devour them. This writhing mass covers an area 60’ in diameter and is able to strike at any number of medium to huge creatures with a 30’ reach. Those struck by a tentacle must succeed at a grapple check with a DC of 1d20 +28 (he/she may also make an escape artist check to break free) or suffer 1d10 +13 points of constriction damage the following round. If the victim grappled failed his grapple check by less than ½ the number needed to succeed, one arm is pinned, and if he failed by less than ¼ needed, both arms and legs are pinned and he is unable to move or take any action. If an arm is free, however, the tentacles are small enough that they may be severed by a medium or heavier slashing weapon or they may be burned away if they take more than 10 points of damage. Regardless, these appendages are constantly forming and reforming, so they may never all be cut. Severing a tentacle offers a temporary means of escape, besides rolling a second grapple check. If the victim cannot free himself after the second round, another tentacle will wrap around him, constricting for 2d10 +26 points of damage. This makes breaking free doubly hard, necessitating two successful grapple checks (one for each tentacle) to break free. If within the third round the victim has not found a means of escape, a third tentacle will join in the grappling, and then on the fourth round a fourth, till the victim is completely wrapped up in tentacles (4 total for medium, 6 for large, 8 for huge), squeezing him until death or escape.

Shokoti is perhaps the most terrible thing to ever curse the lands of Eternia. During the Third Epoch, she was accidentally freed from the ruins of her temple by Skeletor, whom she shortly imprisoned within her wand. She then proceeded to Castle Greyskull where the Sorceress was also imprisoned. Only by the combined efforts of He-Man, She-Ra, the Sorceress and Skeletor was the Dark Goddess finally banished from the Prime Material Plane.

As the female counterpart of Skullgrin, the goddess Shokoti was worshipped on the Dark Side of Eternia in ancient times, during the Dark Age, when the Dark Queen Hatshepsut professed to be her avatar and mortal incarnation.




Strength: 16 +3

Intelligence: 32 +11

Wisdom: 13 +1

Dexterity: 14 +2

Constitution: 20 +5
Charisma: 12 +1

Race: Pseudoundead

Class: Fighter, Necromancer

Alignment: Chaotic evil

Level: 30 HD {10th monster, 8th fighter, 12th Necromancer}

Armor Class: 24

Hit Points: 278

Attack Bonus: +28 / +23 / +18 / +13 (Staff/Sword)

Damage: 1d8 +10 (17-20 x2) (bludgeoning),

1d10 +10 (17-20 x2) (medium slashing),

4d20 (plasma reams)

Saving Throws: Fortitude +20, Reflex +13, Will +16

Special: Damage reduction 10/good, SR 25, Immunities: blindness, deafness, mind altering spells, poison,

disease, paralyzation, fear, all special undead attacks,

all necromantic spells, ½ damage from cold, Smite Good (+20 damage, once per day)


-Havoc Staff 1d8 +5 unholy, evil: The Havoc Staff is a powerful wizard’s weapon, granting the wielder enormous power. The staff can be used as a bludgeoning weapon, and wizards or sorcerers above 9th level can use it to cast any number of evocation spells at will per day as long as the spell is known to them. In addition, the Havoc Staff can be used to make touch based spell attacks such as disintegrate. Last but certainly not least, the staff delivers two searing reams of plasma at a range of 100 yards, which can strike 1 to 4 creatures causing either 4d20 damage against one creature, 2d20 on two, or any combination equal to 4d20. This attack dissolves all non-magical metals on contact. Those wishing to avoid the attack must make a successful Reflex save at a DC of 10 +1d20 to roll out of the way, or a magical weapon of +1 or better enchantment can be used to block, adding the weapon’s bonus to the creature’s Reflex score.

There is a price to such power. For each use of the Havoc Staff, the wizard must make a successful Will check or fall down one alignment, from lawful good to neutral good, and so on and so forth, till becoming chaotic evil. This effect is irreversible. Those below 9th level attempting to use the staff must make a successful will save or have a spell backfire, striking the holder of the staff.

-Sword of Power 1d10 +5: This sword is the same weapon used by He-Man, except that in the hands of Skeletor, it is only a +5 weapon. If, however, someone of the right alignment and lineage managed to capture it, it might be used to its greatest potential. Skeletor holds on to the sword because he believes that with both his and He-Man’s sword combined, he will possess the key to Castle Grayskull.

-Breastplate +8 (+3 magic)

-Inky Cloak of Darkness (+4 magic)

Special Abilities:

In his mad attempt to seize the power of Grayskull, Skeletor managed to gaze into the lighted Star Chamber and the great knowledge of the Ancients was bestowed to him. Perhaps it is unfortunate that he was stopped by the last of the Ancients before absorbing the great wisdom of the Ancients as well. Since then, Skeletor’s physical body has been deteriorating, slowly transforming to magical energy. His eyes were the first to disintegrate, followed by his face. By the time he found the means to stop the process, all that remained of his head was an eerie, floating skull. For this reason, Skeletor is a semi-magical being.


Alchemy 22

Bluff 12

Concentration 28

Disguise 12

Escape Artist 9

Gather Information 12

Hide 9

Intimidate 12

Knowledge, Arcana 21

Listen 12

Move Silently 9

Pilot Vehicle 14

Scry 20

Sense Motive 12

Spellcraft 28

Spot 12


Empower Spell

Enlarge Spell

Extend Spell

Heighten Spell

Maximize Spell

Scribe Scroll

Spell Focus: Evocation

Spell Focus: Illusion

Spell Focus: Necromancy

Spell Focus: Transmutation

Spell Mastery: fireball, chain lightning, haste, phantasmal killer, disintegrate

Improved Critical: sword, staff

Weapon Focus: sword, staff

Weapon Specialization: sword, staff


1st Level (7 +1 a day) DC: 22

Burning Hands

Cause Fear

Chill Touch

Mage Armor

1st Level (continued)

Magic Missile

Ray of Enfeeblement


Shocking Grasp

True Strike

Unseen Servant

2nd Level (7 +1 a day) DC: 23

Alter Self



Mirror Image

3rd Level (7 +1 a day) DC: 24



Protection from Elements

Vampiric Touch

4th Level (5 +1 a day) DC: 25

Bestow Curse

Chain Lightning

Phantasmal Killer


5th Level (5 +1 a day) DC: 26




Wall of Force

6th Level (4 +1 a day) DC: 27

Circle of Death


Flesh to Stone

Summon Monster VI




Strength: 18 +4

Intelligence: 11 +0

Wisdom: 11 +0

Dexterity: 16 +3

Constitution: 17 +3

Charisma: 16 +3

Race: Spike fiend

Class: Fighter

Alignment: Chaotic evil

Level: 15 HD {4th monster, 11th fighter}

Armor Class: 25 (+12 natural)

Hit Points: 116

Attack Bonus: +15 / 10 / 5 (great spiked mace)

/ 13 (lightning prod)

Damage: 1d12 +4 x3 (20 x3)

(heavy bludgeoning and piercing),

4d8 (lightning prod)

Feats: Ambidexterity, Two-weapon fighting,

Weapon focus: spiked mace

Saving Throws: Fortitude +11, Reflex +8,

Will +5

Special: Body spikes: Unarmed attacks

against Spikor incur 1d8 points of damage

on the attacker.

Electric discharge: As lightning bolt spell dealing

4d8 dmg., Ref: half, DC 15, 20/day

The main intelligent life on Xyrzitz is the spike fiends, who rule over the planet with an iron fist. Four various groups of spike fiends are at constant war with each other and high-tech weapons of every kind are used. The most powerful of the four groups are the Cepheus spike fiends, who have established astral bases to orbit their planet and other bases on neighboring dead planets. Their combined armies number in the millions, but then again, 90% of the male population of spike fiends is in the army. Female spike fiends are not allowed in the army nor are they treated in humanitarian ways. Females are considered useful for one purpose and one purpose only, and that is to procreate. Most spike fiends keep their females stripped of clothing and chained to the floor. Since spike fiends are covered with spikes, sexual intercourse is always a painful experience for female spike fiends, making it necessary to rape for childbirth. A male spike fiend is not born with his spikes, however, but grows them gradually as he gets older. The older the spike fiend, the longer and more pointed his spikes become. Spike fiends are born blue, but as they get older, turn more and more reddish in color. A middle aged spike fiend is thus purple in color whereas an old fiend is dark red. The only other intelligent races to be found on Xyrzitz are the dwarves, brought from other planets to be used as slave labor. Dwarves are forced to mine the planet for precious metals and build weapons for the war. Punishment for not working is given with spiked chains.

The supreme ruler of the Cepheus spike fiends is Zaibos Maximus, a huge, red spike fiend with spikes two feet in length. Zaibos Maximus is a harsh, militant ruler with little compassion and a love for pain and bloodshed. Though he is far more powerful than his champion, Spikor, Zaibos does not wish to enter personally into the DarkWorld Games. He believes his position on the throne of Xyrzitz to be too great to lower himself amongst the ranks of mere gladiators.




Strength: 13 +1

Intelligence: 11 +0

Wisdom: 10 +0

Dexterity: 10 +0

Constitution: 12 +1

Charisma: 1

Race: Stinkonian

Class: Fighter (2nd Monster, 10th Fighter)

Alignment: Chaotic Evil

Level: 12

Hit Points: 56

Armor Class: 19 (+3 natural, +6 armor)

Attack Bonus: +14 / 9 / 4

Damage: 1d4 +1 (shield bash) /

1d6 + poison (noxious fumes)

Alignment: Chaotic evil

Skills: Listen 14, Move Silently 12

Feats: ——

Saving Throws: Fortitude +11, Reflex +4,

Will +6


Anyone within a 10’ radius of Stinkor must make a Fortitude saving throw vs. noxious poison gas (DC 10) or lose 1d6 points of Con. Those failing the saving throw must make a second saving throw or die of suffocation. Anyone surviving Stinkor’s fumes suffers 1d6 points of damage +1 point Charisma damage per round continuously until leaving the 10’ area. Charisma damage cannot be restored unless fully submerged in holy water.

Stinkon is one of the only known planets not to have a spherical shape. Instead, Stinkon is a more elliptical, egg shape. Stinkon is home to a race of humanoid skunks, which are the butt of every joke in the universe. Prejudice against the skunk people, in fact, has left them bitter and kept them at a lower class in the universe.

The inhabitants of Stinkon can sometimes be found riding gigantic versions of the common ordinary skunk. Though the skunk people excel in technology, their terribly bad odor repulses even the most conforming aliens. This also has an advantage in that, no conquerors have ever been able to stand the smell of Stinkon long enough to invade it nor would any conqueror want to conquer it. Unfortunately for the Stinkonians, they have little understanding of the word "odor" nor do they understand why other alien species tend to stay away from them. The Stinkonians are also terribly weak fighters, and their champion sent to the DarkWorld Games is by far the worst rated of them all.

Anyone coming within 10 +0' of Stinkor fall under the effects of his stinking, poison cloud, losing 1d4 points of damage every round until they are dead, or until the stench can be removed by running water. Leaving this cloud or killing Stinkor will not stop the hit point loss, for the stench seems to stick to those subjected to it and cause others coming within 10 +0' of those effected by it to also be effected.


Trap Jaw


Strength: 13 +1 / 39 +14*

Intelligence: 12 +1

Wisdom: 8 -1

Dexterity: 18 +4

Constitution: 16 +3

Charisma: 5 -3

Race: Salusian

Class: Rogue

Alignment: Chaotic evil

Level: 12

Armor Class: 17 (+7 half-plate)

Hit Points: 72

Attack Bonus: +26 / 22 (hook melee),

+13 / 8 (ranged), +13 (missile)

Damage: 2d6 +17 +special* (hook +3),

4d6 (laser rifle), 1-100 (missile)

Skills: Climb 4, Hide 12, Listen 14,

Move Silently 12, Pilot Vehicle 11,

Spot 14

Feats: Exotic weapon: laser, missile,

Heavy armor proficiency

Saving Throws: Fortitude +7, Reflex +12, Will +3

Special: *Anyone struck by Trap Jaw’s hook attack must make a Reflex saving throw vs. 10 +base attack roll or suffer rending damage when the hook is removed, suffering an additional 2d6 +17 points of damage.

Rogue abilities: Crippling Strike, Sneak Attack +6d6, Evasion, Uncanny Dodge (can’t be flanked or flat-footed), Traps, 4 missiles total (round to change weapons)

No life has ever evolved on this planet. Salusa Secundus is home to a population of prisoners from all over the universe. The planet was thought the solution to neighboring solar systems prison space and prison escape problem. However, rumors have it that the ruler of the planet is secretly developing a new race of people born on Salusa and is planning to build an army of his own to invade neighboring planets with intelligent life. The desire for a better life and the overall man power found on Salusa is a threat that the other neighboring planets financing Salusa did not conceive of. Other rumors speak of tyrant dictators from other worlds coming to Salusa willing to pay any amount for strong prisoners to add to their armies.

Life on Salusa is dark, dismal and depressing. For most prisoners there is no hope and many end up killing themselves in despair. The dungeon of Salusa Secundus covers the entire surface of the planet. Many have sought a way through its corridors, believing something more to the planet than black stone walls and floor. Their only escape, however, leads them to the surface and instant death (either by freezing cold or extreme pressure change causing them to explode).

Prisoners sent to Salusa form their own communities. Many prisoners are actually natives of the planet, having been born on there. The reason being, the Government of United Criminal Justice states that for every person a criminal murders, that many generations of his children will remain serving life sentences. And, since males and females are thrown on to the planet together, one prisoner may raise generations upon generations.




Strength: 23 +6

Intelligence: 19 +4

Wisdom: 19 +4

Dexterity: 19 +4

Constitution: 17 +3

Charisma: 10 +0

Race: ?

Class: Fighter

Alignment: Chaotic evil

Level: 18

Armor Class: 21 (+7 studded leather, +4 magic)

Hit Points: 144

Attack Bonus: +27 / 22 / 17 / 12 (Demon’s Blade +3

unholy, evil, cold steel, silver)

Damage: 3d6 +11 (17-20 x2) (heavy slashing)

Skills: Climb 27, Hide 13, Jump 27, Listen 13,

Move Silently 13, Pilot Vehicle 13,

Spot 13

Feats: Dodge, Expertise, Great cleave,

Improved critical: great blade,

Improved initiative +8, Mobility,

Power attack, Spring attack,

Weapon focus and specialization: great blade, Whirlwind

Saving Throws: Fortitude +14, Reflex +10, Will +10

Special: -Future sight: Always wins initiative, never surprised, immune to all illusions

-Always under the influence of detect invisibility, detect scrying, and true seeing

-Sight up to 1000+ yards, dark vision, X-ray vision

-Doom Seeker Vision: Tri-Clops can see whatever his robotic flying doom seeker can see. The doom seeker can be piloted via telepathy and can be sent out for countless miles to spy on enemies. Doom Seeker stats: HP 5, AC 20, DR 10, ATTACK/DAMAGE: Nil, Fly: 100’ (perfect)

Tri-Clops, also known as the Demon Hunter, was discovered while fighting a band of demons on an alien world. Skeletor summoned Tri-Clops and goaded him into fighting He-Man. Needless to say, He-Man came out victorious, but at the hands of Tri-Clops, walked away limping.

Tri-Clops only has one true eye, but wears a magic helmet that gives him another two. These three eyes have many special abilities. One is used to see the natural. Another can see into the immediate future, so Tri-Clops always wins initiative and is never surprised. The eye also dispels all illusions, allows Tri-Clops sight as if under a continual detect invisibility, detect scrying, and true seeing spell, and gives him sight of things on other planes. The third eye can see up to 1000+ yards, in complete darkness, and through 1 ft. thick of any non-magical material.

Two Bad


Strength: 19 +4

Intelligence: 12 +1 / 3

Wisdom: 17 +3 / 13 +1

Dexterity: 12 +1

Constitution: 10 +0

Charisma: 12 +1 / 11 +0

Race: Mutant

Class: Fighter

Alignment: Chaotic Evil/Lawful Evil

Level: 17

Hit Points: 117

Armor Class: 22 (+5 natural, +6 armor)

Attack Bonus: +20 / 15 / 10 / 5 (melee)*

Damage: 2d6 +4 (gloved fist)

Skills: Listen 20, Spot 20

Feats: Dodge, Improved critical: Melee,

Improved initiative +7, Power attack,

Weapon focus and specialization:


Saving Throws: Fortitude +10, Reflex +6,

Will +8/6

Special: Due to his dual nature, Two-Bad can make two of any die roll and choose the better outcome. Since he has two brains, two separate saving throws are made for Will saves, each brain being affected differently.

Life was discovered on Miaplacidus by a mad scientist, also known as the Black Biologist, Dr. Jaseline Zbigniew, who had been practicing forbidden sciences such as: cloning, creating new life forms out of protoplasmic matter, mixing different species to create new species, bringing dead organic tissue back to life, and dabbling in disease and virus making. When Zbigniew learned of the planet, Miaplacidus, he ignored the warnings and raced there immediately. The amino acids and protoplasmic matter available there would allow him to perform experiments never before imagined. The opportunity was just too tempting.

Upon reaching the planet, Zbigniew went to work collecting tissue samples and testing the organic matter. Quickly, he began experiments using the new matter and developed unspeakable monstrosities that could not survive. The few beings that did live, however, Zbigniew kept locked in a cage, performing cruel and unusual tests on them. Only one of these beings, a two-headed cross breed of two independent races, escaped from Zbigniew's laboratory and into space with Zbigniew's space craft.




Strength: 12 +1

Intelligence: 20 +5

Wisdom: 15 +2

Dexterity: 17 +3

Constitution: 13 +1

Charisma: 10 +0

Race: Arachnid

Class: Rogue

Alignment: Chaotic evil

Level: 12 HD {2nd monster, 10th rogue}

Armor Class: 22 (+4 natural, +5 armor)

Hit Points: 76

Attack Bonus: +10 / 5 (melee),

+12 / 7 (laser rifle)

Damage: 4d6 (laser fire)

Skills: Craft (high tech) 20, Climb 14,

Escape Artist 14, Hide 14, Jump 12,

Listen 17, Move Silently 16,

Open Lock 18, Pick Pocket 14,

Pilot Vehicle 20, Spot 17

Feats: Improved initiative +7,

Exotic weapon: laser, Heavy armor proficiency

Saving Throws: Fortitude +7, Reflex +10, Will +8

Special: -Grappling hook: +2 to climb checks

-+2 racial bonus to climb and move silently

-Poison bite, DC 20, initial damage: paralysis

-Rogue abilities: Crippling Strike, Sneak Attack +5d6, Evasion, Uncanny Dodge (can’t be flanked or flat-footed), Traps

The population on Arachnia is small compared to Hive, primarily due to the frigid cold temperature and scarcity of food. The life evolved from underground lakes and rivers beneath the surface. Vegetation can be found only in the very deepest depths of the planet where the smaller insects feed. Larger and larger insects in turn eat these insects. The largest insect creatures found on Arachnia are 50' tall. The four groups of humanoid insects hunt down these gargantuans. These groups are, from most to least dominant: the Arachnids of the Xenon Nation, the Mantis of the Volans Kingdom, the Ant people of the Sagitta tribe and the Mosquits of the Pyxis tribe. Other smaller sub-species of insect humanoids exist but are too uncommon to mention.

Among these four groups does constant war pervades. Each of them live in their own divided territories and cities. Their technology is surprisingly high, having knowledge of laser weapons and the power of space travel. This technology even exceeds that of Hive, but their economic, political and social knowledge is extremely poor. At times, one of these groups decides to invade Hive in order to obtain its precious resources: food and other raw materials. Though their technology far exceeds that of the bee people, however, their disorganization, lack of communication and the overwhelming number of bee people makes their expeditions futile. The most powerful being on Arachnia is the Dark Queen Black Widow, who resides in a city made entirely of spider webbing, a material many times stronger than solid steel.




Strength: 22 +6

Intelligence: 11 +0

Wisdom: 6 -2

Dexterity: 17 +3

Constitution: 18 +4

Charisma: 10 +0

Race: Lizard man

Class: Fighter

Alignment: Chaotic evil

Level: 12 HD {2nd monster, 10th fighter}

Armor Class: 18 (+5 natural)

Hit Points: 106

Attack Bonus: +19 / 14 / 9 (spear +2) / +18 (tail slam)

Damage: 1d8 +8 (x3) (light piercing) x3 /

2d8 +6 (tail slam or grappling opponent)

Skills: -

Feats: Improved grab, Multiattack, Stunning tail,

Weapon focus: tail

Saving Throws: Fortitude +12, Reflex +7, Will +2

Special: Tail hold: 2d8 +6 damage

In the first epoch, life flourished on Repton primarily in the form of reptiles. Repton was home to many great animals including snakes, lizards, frogs, alligators, and most significantly, dinosaurs. Two intelligent humanoid life forms evolved on Repton: the lizard men and the snake men. The lizard men preferred to live in the swamps and hunted in tribes using primitive wooden weapons such as spears and arrows. The snake men weren't much different, except, when the desert metamorphosis began, they chose to go out and adapt to the new environment. This decision is what, in many thousands of years, would give them dominance over the lizard men. For as the swamps and jungles disappeared, so did the lizard men migrate further into the jungles. Soon, however, the jungles were not sufficient in size to support their population and the lizard men began to die. Some of them attempted to live in the desert but were too late. They hardly had the ability to evolve in such short time.

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