DMing: Handling NPCs

As you run your campaign, you need to portray all sorts of characters. Use the following tips for creating and controlling NPCs.

Everyone In The World

It's your job to portray everyone in the world who isn't a player character. These creatures are all your characters. NPCs run the gamut from the old woman who operates the livery to the foul necromancer out to destroy the kingdom to the dragon in its lair, counting gold. The vast majority of folk don't care about the PCs unless the PCs have reached the point where they are saving the world. Even then, most people probably don't know about them.

Most people and creatures go about their own lives, oblivious to the actions of the PCs and the events in their adventures. Common people whom they meet in a town won't see them as being different from anyone else unless the PCs do something in particular to draw attention to themselves. In short, the rest of the world doesn't know that the PCs are in fact, player characters. It treats them no differently from anyone else, gives them no special breaks (or special penalties), and gives them no special attention whatsoever. The PCs have to rely on their own actions. If they are wise and kind, they make friends and garner respect. If they are foolish or unruly, they make enemies and earn the enmity of all.


Villains and enemies provide an outlet for play that is unique to being a DM. Running the foes of the PCs is one of your main tasks, and one of the most fun. When creating enemies for the PCs, keep the following points in mind:

Fully Rounded Characters: Flesh our enemies. Give a fair amount of thought to why NPCs are doing what they do, why they are where they are, and how they interact with all that's around them. Don't think of them as just bad guys for the PCs to kill, and the players won't either.

Intelligence: Play enemies as smart as they are - no more, no less. Ogres might not be the best strategists, but mind flayers are incredibly intelligent and always have schemes and contingency plans.

Don't Be Afraid to Make Them Evil: Evil is evil. Don't hesitate to make the villains truly evil. Betrayal, devious lies, and hideous acts all make them more rewarding to defeat.

Evil Is Not Everywhere: An NPC opponent doesn't have to be evil. Sometimes neutral and even good characters might oppose whatever the PCs are doing, since not all good people agree on everything. Sometimes it's interesting to face an opponent whom you don't want to just kill outright.

Monolithic Evil Is Unrealistic: Avoid monolithic evil. Even if all the PCs' foes are evil, that doesn't mean that they work together. In fact, evil rarely gets along with evil (particularly in the case of chaotic evil creatures), for the goals of one selfish, destructive creature by definition conflict with the goals of other selfish, destructive creatures.

The Prisoner Dilemma: What should the PCs do with enemy prisoners? If an NPC foe surrenders, the characters immediately face a quandary. Do they spare the lives of their evil foes, or put them to the sword? What's the greater wrong, killing something evil or letting it live to commit more evil acts? In some campaigns or some locales in a campaign world, bounties are paid for living prisoners. The prisoners' friends can also offer ransoms to get them back alive. These two facts can help PCs decide what to do with prisoners, as can some indication from you through other allied NPCs as to what the accepted course of action is for the land the characters are adventuring in. Although you should play the NPCs as appropriately as you can, don't make the PCs face a prisoner dilemma unless you are sure you want to.


A diabolical sorcerer, an evil high priest, a master assassin, a lich, an ancient red dragon - the possibilities for intelligent villains are endless, and they make for some of the most memorable and hated foes. A well-played villain can become a recurring character who is a constant thorn in the side of the PCs. You can create a villain whom the players love to hate.

Here are some tips for well-played villains:

Use Lackeys: Don't have the villain confront the PCs herself unless you have to. Eventually, they will want to take the fight to her, but she should use underlings, cohorts, and summoned creatures to fight them for her whenever possible. But don't deny the PCs the satisfaction of eventually having the opportunity to defeat her.

Be Sneaky and Resourceful: Use all available options to foil the PCs. Don't forget to have a sneaky villain use undetectable alignment or nondetection to foil attempts to find him. Detect scrying spells or - even better - screen spells can keep scrying from revealing his actions. Mind blank foils detect thoughts, and spell resistance potentially foils most everything. The basic idea to keep in mind is that for every ability the PCs might have, an NPC villain can counter it with the right spell, item, or ability.

Have an Escape Plan: Once the PCs have confronted the villain and foiled his plans, it can be hard for him to get away without a plan that was prepared beforehand. PCs are notorious for dogging the heels of a villain who tries to escape. Use secret passages, invisibility, dimension door, teleport, contingency, and swarms of underlings to aid the villain's escape.

Take Hostages: Put the PCs in a moral dilemma. Are they willing to attack the villain if her servants are prepared to slay on her command a number of townsfolk she captured?

Use Magic: Even a high-level fighter or rogue should have a great deal of magic to fall back on, perhaps by means of spellcasting servants or magic items. The PCs have plenty of magic to bring to bear against the villain, so she should have a fair number of tricks and surprises for them as well.

Fight on the Villain's Terms: Don't fight on the PCs' terms. A smart villain fights the PCs only when he has to and only when he's prepared. Preferably, he engages them after they have fought their way through his guardian and trap-filled lair and are weakened.

Animals and Beasts

Animals, vermin, beasts, and low-intelligence monsters comprise a special category of NPC. They don't act the way more intelligent creatures do. Instead, they are driven by instinct and need. Hunger and fear, for example, motivate animals. They are occasionally curious, but usually they are looking for food. When setting up encounters with animals and low-intelligence creatures, remember to develop some sort of ecology. A hundred orcs might all organize themselves together in one area, but a hundred displacer beasts never would unless an intelligent, outside force was compelling them to do so. In a dungeon, for example, predators need something to eat and probably would not lair to close to each other to avoid competition for food. The logical demands of ecologies can sometimes make dungeons difficult to rationalize or to design so that they are at least somewhat believable. An intelligent, organizing force often helps to explain the presence of creatures in amounts or locations that their natural inclinations would tend to counter-indicate.

Animals and low-intelligence monsters want to eat, want to be safe, and want to protect their young. They are not thrilled about competition for food, but only the most belligerent attack for no other reason than that. They don't collect treasure, but the possessions of the characters they have slain can probably be found in their lairs, untouched by the beasts.

These creatures make great foes for PCs, since few moral issues are brought to bear by slaying a dire wolf or even an umber hulk or a wyvern. Thus, even though humans are a poor choice of prey for most animals in the real world, assume that most predators in the campaign don't mind or even prefer hunting and eating intelligent creatures, so as to provide opportunities for PCs to fight them.


Not everyone hates the PCs. If the characters are smart, as the campaign progresses they will make as many friends as enemies.


Markiov Thenuril is a rugged ranger who patrols the wilderness to the west. Ever since the PCs helped him fight off the gnoll incursion two years ago, he's been willing to provide them with information about his territory whenever they need it. He also introduced them to Viran Rainsong, an elven wizard/bard who gives them great deals on potions and scrolls that she manufactures. Viran's half-brother Ethin traveled with the PCs when they went to the Forgotten Mountain and the Lichlair.

Allies come in two types: those who help the PCs with information, equipment, or a place to stay the night, and those who actually travel with them on adventures. The former make useful contacts and resources. The latter function as party members and earn a full share of experience points and treasure just as any other character does. Essentially, these latter allies are adventurers who just happen not to be controlled by players. They differ from cohorts or hirelings who work directly for the PCs.


Cohorts are loyal servants who follow a particular character or sometimes a group of characters, (NPC adventurers can have cohorts, too.) They are hired by or seek out a PC or PCs, and they work out a deal agreeable to both parties so that the NPC works for the characters. A cohort serves as a general helper, a bodyguard, a sidekick, or just someone to watch a character's back. Although technically subservient, cohorts are usually too valuable to require them to perform menial tasks.

There are no limitations to the class, race, or gender of a character's cohorts, nor are there limits to the number of cohorts who can be employed by a character. Mistreated cohorts become disloyal and eventually leave or even seek revenge against their employers. Loyal cohorts become trusted friends and long-time helpers.

So, what's really the difference between allies who come along and use their abilities to face dangers alongside the PCs, and cohorts who do the same thing? Cohorts are people who take on a subservient role. Cohorts are followers, not leaders. They might voice an opinion now and again, but for the most part, they do as they're told. Because they're not making a lot of decisions or helping much on the strategic level, they get only a half share of experience. Although the PCs can work our their own deals with their cohorts, they usually get only a half share of the treasure, too. Sometimes a cohort is a fanatic follower who seeks no pay, only the opportunity to serve alongside the PCs. Such cohorts require only living costs as pay. However, such cohorts are not common.

The easiest way to calculate a half share is to treat the cohort as getting a full share, but award him or her only half, and then divide out the remainder to the group. For instance, if a party of four PCs and one cohort earns 1,000 XP, divide the XP by 5 which is 200 a piece), but award the cohort only 100, and divide the leftover 100 among the four PCs (25 each).

If a cohort is well treated and loyal, you can even allow the player controlling the employer to play the cohort as a character alongside the player's regular character instead of your having to control the cohort on top of all your other duties. In such a case, the cohort usually becomes a clearly secondary character. Be forewarned that playing more than one character, even with one being secondary, is difficult. Not all players can do it well or enjoy it. One nice benefit of handling cohorts this way (and having them around at all) is if a PC with a cohort is killed or incapacitated, the player can control the cohort and still remain active in the current adventure.


Followers are similar to cohorts, except they're generally low-level NPCs. Because they're generally five or more levels behind the character they follow, they're rarely effective in combat. But a clever player can use them as scouts, spies, messengers, errand-runners, or guards.

Followers don't earn experience and thus don't gain levels. However, when a character with the Leadership feat attains a new level, the player consults the table in the feat description to determine if she has acquired more followers, some of which may be higher level than the existing followers. (You don't consult the table to see if your cohort gains levels, however, because cohorts earn experience on their own.)

Followers don't demand a share of treasure, although they depend on the PC they follow to equip them and keep them fed.

See table below for what sort of cohort and how many followers the character can recruit.

Leadership ScoreCohort LevelNumber of Followers by Level
1 or less-------

Leadership Score: A character's Leadership score equals his level plus any Charisma modifier. In order to take into account negative Charisma modifiers, the table allows for very low Leadership scores, but the character must still be 6th level or higher in order to gain the Leadership feat and thus attract a cohort. Outside factors can affect a character's Leadership score, as detailed in Leadership Modifiers.

Cohort Level: The character can attract a cohort of up to this level. Regardless of the character's Leadership score, he can't recruit a cohort of his level or higher. A 6th-level paladin with a +3 Charisma bonus, for example, can still only recruit a cohort of 5th level or lower.

Number of Followers by Level: The character can lead up to the indicated number of characters of each level. For example, a character with a Leadership score of 14 can lead up to fifteen 1st-level followers and one 2nd-level follower.

General Leadership Modifiers
The Leader Has a Reputation of:Leadership Modifier
Great prestige+2
Fairness and generosity+1
Special power+1
Cohort-Only Leadership Modifiers
The LeaderLeadership Modifier
Has a familiar/paladin's warhorse/animal companion-2
Recruits a cohort of a different alignment-1
Caused the death of a cohort-2*
*Cumulative per cohort killed.
Follower-Only Leadership Modifiers
The LeaderLeadership Modifier
Has a stronghold, base of operations, guildhouse, and so on+2
Moves around a lot-1
Caused the death of other followers-1
Example Special Cohorts
CreatureAlignmentLevel Equivalent
WerebearLawful good9th
PegasusChaotic good6th
Unicorn*Chaotic good8th
Dire wolfNeutral6th
Hell houndLawful evil6th
Displacer beastLawful evil7th
ImpLawful evil7th
Young green dragon***Lawful evil9th
Erinyes (devil)Lawful evil15th
QuasitChaotic evil8th
EttinChaotic evil8th
Earth Cohorts (Dwarf, Gnome and Goliath Characters)
Earth elemental, SmallNeutral5th
Earth elemental, MediumNeutral8th
Earth elemental, LargeNeutral13th
Earth mephitNeutral6th
GargoyleChaotic evil9th
Xorn, minorNeutral7th
Xorn, averageNeutral12th
*Leader must be a human, elven, or half-elven maiden.
**The leader is immune to the dragonne's roar.
***The dragon ages but does not gain XP.

Dragons As Cohorts

If your DM is willing to allow it, you can use the leadership feat to try attracting a dragon to be your cohort. To determine what sort of dragon will heed your call, first refer to the leadership table to determine the highest level of cohort you can attract. Then consult the table below to see what age and kind of dragon can be attracted based on the level of cohort you can attract. Note that even though the table lists dragons with an ECL higher than 17, you can't use the leadership feat to attract a cohort with a level higher than 17th. Alternatively, the Dragon Cohort feat allows you to attract a draconic cohort. In this case, you can treat the dragon's ECI as if it were 3 lower than given, allowing you to gain a more powerful dragon than with the leadership feat, (This adjustment to ECL is only for purposes of selecting an appropriate cohort, not for any other purpose.)

Regardless of which feat is used, the method by which the character attracts the dragon cohort should be decided by the player and DM together. Since most of the options listed below are younger than adult, it's entirely possible that such a dragon was entrusted to the PC's care and training by its parents. The character might even have had the opportunity to raise his cohort from an egg! See Raising a Dragon for more information on dealing with young dragons.

Dragon Cohorts
White (wyrmling)CE5
Brass (wyrmling)CG6
Black (wyrmling)CE7
Copper (wyrmling)CG7
White (very young)CE9
Black (very young)CE10
Blue (wyrmling)LE10
Brass (very young)CG10
Bronze (wyrmling)LG10
Green (wyrmling)LE10
Copper (very young)CG11
Silver (wyrmling)LG11
White (young)CE12
Blue (very young)LE13
Bronze (very young)LG13
Green (very young)LE13
Brass (young)CC14
Silver (very young)LG14
Copper (young)CG15
Red (very young)CE15
Gold (very young)LG16
Green (young)LE16
Black (juvenile)CE17
Blue (young)LE17
Brass (juvenile)CG17
Dragon turtleN17
White (juvenile)CE17
Copper (juvenile)CG18
Silver (young)LG18
Red (young)CE19
Gold (young)LG20
Green (juvenile)LE20
*Subtract 3 if using the Dragon Cohort feat.

Replacing Cohorts and Followers

If a leader loses a cohort or followers, he can generally replace them according to his current Leadership score. It takes time (1d4 months) to recruit replacements. If the leader is to blame for the deaths of the cohort or followers, it takes extra time to replace them, up to a full year. Note that the leader also picks up a reputation of failure, which decreases his Leadership score.


When the PCs need to hire someone to perform a task - make items, speak with sages, care for their horses, or help build a castle, the NPCs they employ are called hirelings. Characters can use hirelings to carry torches, tote their treasure, and fight for them. Hirelings differ from cohorts in that they have no investment in what's going on. They just do their jobs.

Hirelings do not make decisions. They do as they're told (at least in theory). Thus, even if they go on an adventure with the PCs, they gain no experience and do nor affect any calculations involving the average character level of the party Like cohorts, hirelings must be treated fairly well or they will leave and might even turn against their former employers. Some hirelings might require hazard pay if placed in particularly dangerous situations. Hazard pay might be as high as double normal pay. In addition to hazard pay, hirelings placed in great danger can be considered unfriendly on Initial NPC Attitude and Influencing NPC Attitude, but characters potentially can influence them to a better attitude and perhaps even talk them out of hazard pay.

Hirelings are helpful to have around, particularly for specific tasks. If the PCs wipe our a nest of wererats but have to leave treasure behind, they can hire porters to come back down with them into the lair to help carry out the goods. An animal tender or two to watch the PCs' horses while they're down in a dungeon can be useful. Mercenary warriors can provide vital additional strength to the party's ability to combat foes. Wealthy PCs might find that having their own armorer, sage, alchemist, or smith is very useful. Having a valet or a cook along on an adventure is a luxury but it's useful to employ someone of a similar nature who remains behind to watch over a PC's home while she's gone.

High-level PCs should be aware that taking a 1st-level commoner with them on an adventure so that she can carry equipment or fight as a mercenary probably places her at great risk. Hirelings who are expected to fight are best used to deal with foes of their level: goblin warriors, for instance, or an evil cleric's skeleton army.

Some hirelings characters might employ include the following:

Alchemist: One who works with chemicals. Also includes apothecaries (those who deal with drugs and medicines).

Animal Tender/Groom: Someone to care for animals. Also includes shepherds, shearers, and swineherds.

Architect/Engineer: A skilled, educated planner, essential for large building projects. Also includes shipwrights.

Barrister: A lawyer.

Clerk: A scribe specializing in accounting. Also includes translators and interpreters.

Cook: Someone who can prepare meals, often large ones.

Entertainer/Performer: A minstrel, actor, singer, dancer, or poet.

Laborer: Anyone performing unskilled or relatively unskilled labor. Includes ditchdiggers, gravediggers, bloomers (forge-workers), plowers, quarriers, and many other types.

Limner: A painter. Includes all types of artisans.

Maid: A household servant who cleans.

Mason/Craftsperson: A mason is a stoneworker, but this category also covers carpenters, tanners (leatherworkers), haberdashers, brewers, coopers, cordwainers (shoemakers), bookbinders, fletchers, fullets (feltmakers), bowyers, cobblers, drapers, joiners, parchmentmakers, plasterers, chandlers (candlemakers), dyers, skinners, soapmakers, jewelers, tinkers, vintners, weavers, gemcurters, wheelwrights, cartwrights, homers, mercers, hosiers, and so on.

Mercenary: A 1st-level warrior.

Mercenary Horseman: A 1st-level warrior who can ride and fight on horseback.

Mercenary Leader: A 2nd-level warrior. If higher level than 2nd, add 3 sp per day per level more than is shown on Price for Hireling Services.

Porter: Someone who carries heavy loads.

Sage: A researcher, a scholar, or a wise, educated person who provides information. You should assign a time period required to research the answer to a question that ranges in length from 1 day to a month or more. Mote renowned sages demand higher fees, particularly for difficult areas of research.

Scribe: Someone who can write. Also includes scriveners (manuscript copiers).

Smith: A metalworker. Includes blacksmiths, goldsmiths, silversmiths, coppersmiths, pewterers, minters (coinmakers), latoners (bronzeworkers), braziers (brassworkers), locksmiths, weaponsmiths, and armorers.

Teamster: Cart or wagon driver.

Valet/Lackey: A general servant required to perform many and varied duties.

Prices For Hireling Services
HirelingPer Day
Alchemist 1 gp*
Animal tender/groom15 cp
Architect/engineer 5 sp
Barrister 1 gp
Clerk 4 sp
Cook 1 sp
Entertainer/performer 4 sp
Laborer 1 sp
Limner 6 sp
Maid 1 sp
HirelingPer Day
Mason/craftsman 3 sp*
Mercenary 2 sp
Mercenary horseman 4 sp
Mercenary leader 6 sp
Porter 1 sp
Sage 2 gp
Scribe 3 sp
Smith 4 sp*
Teamster 3 sp
Valet/lackey 2 sp
*If paid to create a a specific item, use item prices and working times instead. Price listed is for long-term retention of services. Prices do not include materials, tools, or weapons.

PCs as Leaders

When PCs gain levels, they also garner reputations. Those who show promise, great power, a path toward success, or perhaps just a friendly demeanor may find that NPCs want to follow them. These NPCs may wish for apprenticeships, employment, or a leader they can look up to.

Attracting Cohorts

A character of 6th level or higher can start attracting cohorts and followers by taking the Leadership feat. Unlike other feats, this one depends heavily on the social setting of the campaign, the actual location of the PC, and the group dynamics. You are free to disallow this feat if it would disrupt the campaign. Be sure to consider the effect of a PC having a cohort. A cohort is effectively another PC in the party under that player's control, one whose share of XP, treasure, and spotlight time is bound to take something away from the other players' characters. If your group is small, cohorts may be a great idea. If it's big enough that a cohort would be a problem, don't let the PCs have cohorts.

A character can try to attract a cohort of a particular race, class, and alignment. The cohort's alignment may not be opposed to the leader's alignment on either the law-vs-chaos or good-vs-evil axis, and the leader takes a leadership penalty if he recruits a cohort of an alignment different from his own. The DM determines the details of the cohort. The cohort has gear as an NPC (see NPC Gear Value).

NPC Spellcasting

Characters need healing. They need curses removed. They need to be teleported. They need to be raised from the dead. At various points during the campaign, the PCs will need to find NPCs to cast spells for them, either because they don't want to do it themselves or, more often, because a particular spell is beyond them. Refer to Town Generator for information on the highest level spellcaster available in a given community.

NPC Classes
NPC Traits