Villainous Abilities (3.5e Variant Rule)

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These rules are for the villainous classes (villainous fighters, villainous sneaks, villainous spellcasters) who gain many abilities unique to being villains. They may choose from the following abilities with the bonus villainous abilities that they gain, as well as any feats that they gain. Most of these abilities are not intended for player character use and will produce an overpowered character. These abilities listed are for kit-bashing together a villain with appropriate abilities without having to resort to magic items.

These abilities are intended for Humanoid NPC's.

Some abilities have prerequisites. Some abilities specify class levels. Assume that any necessary class levels refer to the villain's class level.

Some abilities provide minions or other creatures. These minions act to increase the CR of the encounter with the villain.



Villains may have any template that you assign to them. If the template compliments the character's strengths, add the level adjustment to the villain to determine the villain's ECL. If the template adds other abilities, add 1/2 the normal level adjustment.

As the creator of the encounter, you may choose to apply template.


Alternate Form (Su)[edit]

The villain gains a single alternate form. The form may be Humanoid, Giant, Animal, or Vermin types. The villain gains the creature's natural attacks, movement modes, size, and special abilities related to the senses (vision, smell, hearing, etc). The villain retains all other features of his base form, including AC, Strength bonus, abilities, and Hit Points.

Additional Good Save (Ex)[edit]

One of the villain's weak saving throws is now a good saving throw.

Augment (Ex or Su)[edit]

Villain becomes an Augmented Humanoid. It's primary type changes to some other type. It gains any special abilities or properties of the new type. It does not gain creature level adjustments based on its new type (hit die, saving throws, etc).

Base Package[edit]

Requirements: 1st Level

The villain needs some unrelated or semi-related abilities to make the villain's game role work as intended.

Buff Up (Sp)[edit]

The villain gains a +4 enhancement bonus to a single ability as if from a bull's strength or similar spell cast by a spellcaster of the villain's level with a spellcasting attribute of 12. The buff is a swift action.

Class Ability (Ex) or (Su)[edit]

The villain gains a class ability not listed here, along with all its prerequisite abilities.

Creature Ability (Ex) or (Su)[edit]

The villain gains an special ability that belongs to a creature.

Cunning Bastard (Ex)[edit]

Prerequisite: Villain

This villain has a weapon even if he should not have a weapon. He has the skills Forgery and Diplomacy with ranks equal to his ECL.

Damage Reduction (Ex)[edit]

Prerequisite: Villainous Fighter

The villain gains Damage Reduction equal to his deflection bonus. Damage reduction can reduce damage to 0 but not below 0.

Death Trigger (Su)[edit]

On dropping, this villain produces one final effect (spell or power) at the moment of its demise. The effect's maximum spell level is ECL/4. The Caster/Manifester level and primary attribute are the minimum necessary to cause the effect.

Disciplined Fighting (Ex)[edit]

Once per round, when this villain attacks a chaotic opponent, the villain gains an additional attack action where he may trip, disarm, sunder, or aid another. This bonus attack does not trigger an attack of opportunity, even if the villain does not have the required feat.

Disguise (Ex)[edit]

Prerequisite: Villainous Sneak

This villain gains the Disguise skill with ranks equal to his ECL and Skill Focus (Disguise). One per day, as a full-round action, the villain can change his appearance to a different disguise. At ECL 10+, this ability also grants the alter self spell, usable at will.

Encyclopedic Knowledge (Ex)[edit]

Prerequisites: Villain

The villain gains the bard's Bardic Knowledge ability at his ECL.

Evasive (Ex)[edit]

Prerequisite: Villainous Fighter or Villainous Sneak

This villain gains the rogue's Evasion ability at first level, Uncanny Dodge at 4th level, Improved Evasion at 6th level, and Improved Uncanny Dodge at 8th level.

Evil Pact (Su)[edit]

Prerequisite: Villain

This villain has made a pact with an Outsider. Once per battle, as a swift action that does not trigger an attack of opportunity, the infernal powers restore all the villain's hit points and remove all harmful magical affects, excluding death.

Familiar (Su)[edit]

Your gain a lieutenant who is an intelligent animal villainous sneak). Its level is the villain's ECL-4. The villain gain all the appropriate benefits of having a Familiar.

Fast Movement (Ex)[edit]

The villain gains the barbarian's Fast Movement ability.

Feat (Ex)[edit]

The villain gains a general feat. He need not fulfill any prerequisites for this feat.

Fists of Iron (Ex)[edit]

The villain gains the Improved Unarmed Strike feat. The villains unarmed damage increases as if her were a monk of his ECL. The villain gains the monk ability Flurry of Blows. The villain gains DR (Con modifier)/lethal. (In other words, the DR only applies against nonlethal damage.

Get Out of Dead Free (Su)[edit]

This villain has a knack for coming back from oblivion. The only way to kill him is via a specific action, whether that be blessing the corpse with holy water, killing him with a holy crossbow bolt, or some other obscure action. Very few villains should have this feat. Use it with care. Classic examples include vampires and werewolves.

Get Out of Jail Free (Ex)[edit]

Prerequisite: Villain

The villain can escape if anyone stops looking at him. The villain may only use this ability once.

Hostage Taking (Ex)[edit]

Prerequisite: Villain

This villain may start a grapple check without triggering an attack of opportunity, and then attempt to pin his opponent. If successful, the villain may threaten to kill the hostage if the heroes do not back off or otherwise follow his commands. Once he have issued this ultimatum, he may coup de grace the hostage with a light weapon as a immediate action, even if it is not his turn. If the players do not allow the villain to finish his threat, the villain may still coup de grace the hostage.

Immunity (Su)[edit]

The villain is immune to one specific thing, such as poison, electricity, or grappling.

Magic Resistance (Su)[edit]

This villain gains spell resistance equal to his ECL+7. This villain may not cast spells or use powers. Few villains should have this ability.

Magical Protection (Sp)[edit]

Prerequisite: Villainous Spellcaster, not Warcaster

This villain has magical protections. At first level, the caster gain a continuous effect of mage armor. At fourth level, he gains shield. At eight, he gains protection from good. At twelfth, he gains lesser globe of invulnerability. At sixteenth, he gains globe of invulnerability. Each spell's caster level is equal to the villain's ECL. Any armor enhancement or shield enhancement bonuses that the villain has stack with the magic protection.

Minor Psychic (Ps)[edit]

The villain gains one power at (ECL/2)-1, one at (ECL/2-2), and one at (ECL/2-3). This villain also gains (ECL x 3 - 6) power points.

Minor Spellcasting (Su)[edit]

Gain one spell at your (ECL/2)-1, one at (ECL/2-2), and one at (ECL/2-3). These spells are not subject to casting penalties.

One with the Shadows (Ex)[edit]

Prerequisite: Villainous Sneak

The villain gains Skill Focus (Hide) and Skill Focus (Move Silently). Gain the ranger ability hide in plain sight.

Orator (Su)[edit]

Prerequisite: Villain

Your villain is gifted with words. He gains the class skills Bluff, Diplomacy, and Intimidate with ranks equal to his ECL.

  • This ability operates as the bard's fascinate ability with the following exception. The villain speaks with the player characters, and expounds upon his evil plans while his minions sneak up on the heroes. The ability may be used as an Immediate action.
  • Mass Suggestion (Ex): The villain can use the bard's ability to mass suggest.

Poison Use (Ex)[edit]

This villain safely uses poison. He no longer has a chance of affecting himself. He begin any battle with his weapon already poisoned.

Rage (Ex)[edit]

Prerequisite: Villainous Fighter

The villain gains the barbarian's Rage ability (+4 Strength, +4 Constitution, +2 Will save). At ECL 10, this increases to Greater Rage (+6 Strength, +6 Constitution, +3 Will save).

Sentry (Ex)[edit]

Prerequisite: Minion

This villain may substitute his ECL for his ranks in Spot, Listen, and Sense Motive. He may substitute his Constitution modifier for his Charisma modifier when using the Sense Motive skill.

Savage Pet (Ex)[edit]

The villain gains one or more creatures as minions whose total CR is two less than his villain level.

Sharpshooter (Ex)[edit]

At first level, and every three levels afterward, this villain gains a ranged oriented feat. The villain also gains Weapon Finesse.

Sneak Attack (Ex)[edit]

The villain gains sneak attack damage equal to a rogue of his ECL if a villainous sneak, and half that if not a villainous sneak.

Swashbuckle (Ex)[edit]

Prerequisite: Villainous Fighter or Villainous Sneak

When using a light weapon, this villain gains his shield enhancement bonus to his armor class even though he is not carrying a shield. He gains the Superior Expertise and Two-Weapon Fighting feats. At 8th ECL, this becomes Improved Two-Weapon Fighting. The villain may use his BAB or his Use Rope score (whichever is better) when swinging on ropes.

Trapped Lair (Ex and Su)[edit]

This villain has traps in his lair whose CR is equal to the villain's ECL.

Warcaster (Ex)[edit]

Prerequisites: Villainous Spellcaster

This villain gains 3/4 BAB, may choose one martial weapon, may wear any armor (light, medium, heavy), and use any shield (except tower shields). A villain may only choose this ability once.

Wildshape (Su)[edit]

The villain gains the druid's wildshape ability, but with fewer possible forms. He gain the ability to wildshape into one form per five levels.

Woodsy (Ex)[edit]

The villain and his minions gain the druid's Woodland Stride (Ex) and Trackless Step (Ex) abilities. The villain now has Move Silently, Hide, Knowledge (local), Spot, and Listen as class abilities with ranks equal to his ECL. He now has the Track feat.

Undead (Su)[edit]

This villain gains the undead type.

Unfair Fighting (Ex)[edit]

Once per round, when this villain attacks a lawful opponent, the villain gains an additional attack action that may be used to trip, disarm, sunder, or aid another. This bonus attack does not trigger an attack of opportunity even if the villain does not have the required feat.

Unnatural Influence (Su)[edit]

Prerequisite: Villain

Pick a creature type (and subtype if Humanoid). This villain may now rebuke or command such creatures as an evil cleric of his ECL.

Minion Control Abilities[edit]

Villains may enhance their ability to boss around their minions.

Extra Minions [Villainous][edit]

You get extra minions whose hit dice equal your total encounter level. You may gain no fewer than four minions and no more than eight minions with this feat. These minions are totally loyal to you, no matter how stupid that may seem. This feat may be taken multiple times. These minions can be repopulated by gaining one new recruit per day.

Get Them (Ex)[edit]

This villain drives his minions into a Rage as if they were barbarians. This rage lasts for three rounds. When the rage ends, the minions suffer all the effects from an ended rage. This increases to Greater Rage at level 11, and the rage duration increases to five rounds.

Inspire Fear (Ex)[edit]

Prerequisite: Villain

This ability is identical to the bard's ability Inspire Courage with the following exceptions. The ability is used as a swift action. The villain threatens his own minions. All minions present in the encounter gain the benefit of this ability. This ability gives a +1 bonus at first level, +2 at eight, +3 at fourteenth, and +4 at 20th.

Lieutenant [Villainous][edit]

The villain gains a lieutenant villain whose total ECL is two less than his. He brings his own minions. He also brings his own agenda. This usually involves killing the villain and taking over the operation. This feat may be taken multiple times. If the lieutenant dies, he can usually be replaced by spending one day per level searching for a suitable replacement.

Loyal Lieutenant [Villainous][edit]

Prerequisites: Lieutenant

The villain has a single lieutenant who is actually loyal to him. If he dies, he can not be replaced. The villain may not have more than one Loyal Lieutenant at a time. This feat may be picked more than once, allowing the villain to replace a Loyal Lieutenant.

Mass Buff (Su)[edit]

As a swift action, the villain casts a mass enhancement spell, such as mass bull's strength. His caster level is equal to his ECL. His dependent ability is 16.

Overbearing (Ex)[edit]

Prerequisite: Villain

The villain's minions fear him more than they fear anyone else. They gain a bonus to their initiative rolls equal to your Strength modifier.

Snap Out of It (Ex)[edit]

The villain gains the bard ability of Counter song with the following exceptions. This ability may be used as a immediate action. The ability affects all your minions present. The ability is expressed by the villain haranguing his minions.

State the Obvioius (Ex)[edit]

The villains learns to direct his minions more effectively. Once per battle, as a swift action, the villain tells his minions how to fight. His minions then gain the benefit of any single fighter bonus feat for the remainder of the battle. The minions must have the appropriate prerequisites to use this feat. For example, a villainous wizard order his minions to "wrestle them to the ground!", then his minions gain the Improved Grapple feat for the remainder of the battle.

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