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TABLE OF CONTENTS

Ability Scores ......................................................................................................................... 1


Races ...................................................................................................................................... 1
Changeling .......................................................................................................................... 2
Dwarves .............................................................................................................................. 3
Elves ................................................................................................................................... 4
Gnomes ............................................................................................................................... 4
Half-Elves ........................................................................................................................... 5
Half-Orcs ............................................................................................................................ 5
Halflings ............................................................................................................................. 6
Humans ............................................................................................................................... 7
Classes .................................................................................................................................... 8
Cavaliers, Fighters and Rogues .......................................................................................... 8
Clerics, Paladins and Inquisitors ........................................................................................ 8
Alchemists, Bards, Magi, Sorcerers and Wizards .............................................................. 8
Rangers ............................................................................................................................... 8
Druids, Witches and Oracles .............................................................................................. 9
Barbarians ........................................................................................................................... 9
Monks ................................................................................................................................. 9
Hit Points ................................................................................................................................ 9
Familiars ................................................................................................................................. 9
Spells .................................................................................................................................... 10
Shape-shifting Spells ........................................................................................................ 10
Summoning Spells ............................................................................................................ 10
Feats ..................................................................................................................................... 11
Additional Trait ................................................................................................................ 11
Ustlavic Noble .................................................................................................................. 11
Bonus Languages ................................................................................................................. 12
Skills ..................................................................................................................................... 12
Organisations ........................................................................................................................ 12
Character Background .......................................................................................................... 12
Traits ................................................................................................................................. 12
Starting Gold and Equipment ............................................................................................... 13

Other House Rules ............................................................................................................... 13


One Round Grace ............................................................................................................. 13

ABILITY SCORES
A 20 point buy system is used to generate ability scores. You can buy down to 7, with a
minimum score of 5 after racial modifiers.

RACES
These are the races that are available to play, along with notes on how theyll be viewed in
Ustlavic society. Ustalav has non-standard views on most races. Ustalav is also a heavy
roleplaying campaign and a campaign that travels from one location to another on a regular
basis.
For races that are subject to prejudice, although it may be possible (with a lot of hard work)
to eventually persuade the people of a town to view you in a more favourable light. It is likely
that by the time this has been achieved the campaign will need you to leave that town, forcing
you to start all over again in the next town. Unless being the continual subject of racial
prejudice sounds fun, I would recommend you avoiding these races (unless you can pass for
human).
When taking a level in their favoured class, all races can have 1 extra hit point or 1 extra skill
point as their favoured class bonus. Alternate favoured class options that are available are
detailed below. Alternate racial traits are banned as well unless detailed below.

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Changeling
When a hag of any sort conceives a child with a man, the result is a changeling. The male
parent is usually eaten or killed by his partner before he can see the offspring, or else flees the
area in shame upon discovering the true nature of his lover. The hag herself interacts with the
child just long enough to swap it with a familys newborn daughter which it then cooks for
dinner. Depending on the race of her father, a changeling can resemble any type of humanoid,
including dwarves, gnomes, and even orcs and goblins.
At first no-one is aware of the swap or that anything is out of the ordinary. However as the
changeling grows older her unusual powers and traits become more and more predominant. It
is around puberty that the changelings powers truly manifest at which time she will begin to
hear what hags refer to as the call. This is a hypnotic, spiritual voice that only she can hear
and that beckons her to travel. To where, the changeling does not know, but the underlying
prospect of finding out her true origins is often enough to drive the girl to seek out the source
of this mystical voice. Changelings who ignore the call eventually cease to hear it.
More information on the changelings is available to anyone who wants to play one.
Changeling Racial Traits
2 Constitution, +2 Wisdom, +2 Charisma: Changelings are frail, but possess a sharp wit
and unnatural beauty.
Hag Trait: A changeling possesses one of the following traits, depending on the type of hag
her mother is:
Hulking Changeling: A changeling who was born of an annis hag is much more physically
formidable than other changelings. You receive a +1 trait bonus on any damage you inflict
with a melee attack.
Green Widow: A changeling of green hag descent is naturally able to lure in potential mates
and effectively trick them into pursuing her. You gain a +2 trait bonus on Bluff checks made
against characters that might be sexually attracted to you.
Sea Lungs: A changeling with a sea hag mother can survive underwater for longer than usual.
You gain the ability to hold your breath for a number of rounds equal to three times your
Constitution score instead of two.
Claws: A changelings hands and fingernails tend to harden and become sharp as she reaches
adolescence. This gives her the claw (1d4) natural attack.
Natural Armor: Hags and their offspring have uncommonly tough skin. A changeling
begins play with a natural armor bonus of +1.
Darkvision: Changelings can see in the dark up to 60 feet.
Languages: Changelings begin play speaking the primary language of their host society and
Common. Changelings who have high Intelligence scores can choose from among any
languages that her father is eligible for.

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Dwarves
Not particularly common in Ustalav, dwarves are often traders from Five King Mountains.
Not only are they accepted by most Ustlavians, rural Ustlavians consider them to be quite
exotic. Sometimes though, dwarves may be mistaken for being a funny looking human and
will as such be the butt of many jokes.
Alternate Racial Traits
The following alternate racial traits are allowed:

Ancient Enmity (APG)


Craftsman (APG)
Deep Warrior (APG)
Lorekeeper (APG)
Magic Resistant (APG)
Relentless (APG)
Stonesinger (APG)
Stubborn (APG)

Alternate Favoured Class Options


The following alternate favoured class options are allowed:

Barbarian (APG)
Cleric (APG)
Fighter: Add +1 to CMD when resisting bull rush or trip (pick one). (APG)
Oracle (APG)
Ranger (APG)
Rogue (APG)

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Elves
Members of the Shining Crusade, elves were vital in defeating the Whispering Tyrant and
trapping him within Gallowspire. The Ustlavic people struggled for years to repair their
broken civilization, and resent the elves for immediately returning to Kyonin once the war
was over. As such elves are extremely uncommon outside of cosmopolitan cities due to the
harsh treatment they often receive in more rural regions.
Alternate Racial Traits
The following alternate racial traits are allowed:

Desert Runner (APG)


Dreamspeaker (APG)
Eternal Grudge (APG)
Silent Hunter (APG)
Woodcraft (APG)

Alternate Favoured Class Options


The following alternate favoured class options are allowed:

Barbarian
Bard: +1 to CMD against disarm or sunder attempts (pick one). (APG)
Cavalier (APG)
Fighter: +1 to CMD against disarm or sunder attempts (pick one). (APG)
Sorcerer (APG)
Wizard (APG)

Gnomes
Gnomes are quite rare in Ustalav and are considered extremely exotic. Gnomes are
sometimes confused for funny looking humans and can be the butt of many jokes. However
this jovial tone can quickly turn nasty as they find themselves accused for any unusual events
that occur in town. Many gnomes will travel in circuses as part of the freakshow in order to
gain some measure of safety.
Alternate Racial Traits
The following alternate racial traits are allowed:

Gift of Tongues (APG)


Magical Linguist (APG)
Warden of Nature (APG)

Alternate Favoured Class Options


The following alternate favoured class options are allowed:

Alchemist (APG)
Bard (APG)
Rogue (APG)
Wizard (APG)

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Half-Elves
The hybrid of humans and elves, half-elves can often be the target of racial prejudice
normally reserved for elves. That said, an elf with the Pass for Human feat can often avoid
this and live somewhat comfortably among humans.
Alternate Racial Traits
The following alternate racial traits are allowed:

Integrated (APG)
Water Child (APG)

Alternate Favoured Class Options


The following alternate favoured class options are allowed:

Bard (APG)
Druid (APG)
Fighter: Add +1 to the fighters CMD when resisting disarm or overrun (pick one).
(APG)
Ranger (APG)
Rogue (APG)

Half-Orcs
The unholy union of humans and orcs, half-orcs are the subject of strong racial prejudice.
Although theyll be tolerated (to a degree) in cities, they are often run out of rural towns
before long. In regions that are the subject to regular attacks by orcs, it is not uncommon for
half-orcs to find themselves lynched at the slightest provocation.
Some half-orcs are able to live among humans without too much prejudice if they take the
Pass for Human feat. Even with a disguise, they always live in fear that someone will be able
to see through it and reveal their true nature.
Alternate Racial Traits
The following alternate racial traits are allowed:

Beastmaster (APG)
Bestial (APG)
Cavewight (APG)
Chain Fighter (APG)
Gatecrasher (APG)
Rock Climber (APG)

Alternate Favoured Class Options


The following alternate favoured class options are allowed:

Barbarian (APG)
Inquisitor (APG)
Ranger (APG)

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Halflings
As refugees from other nations where theyre enslaved, halflings have begun fleeing to
Vieland and Lozrei. In these counties they have created their own towns while integrating
into human villages when theyll be accepted.
Not all Ustlavians look upon these new neighbours in a favourable light. While some
consider them to be honest and hard workers and thus welcome them with open arms, others
view them as competition and complain that they steal jobs from honest and hard-working
humans.
Never knowing how theyll be treated, some halflings attempt to disguise themselves as
human children when travelling abroad. Others find refuge in travelling circuses in the
freakshow.
Alternate Racial Traits
The following alternate racial traits are allowed:

Low Blow (APG)


Outrider (APG)
Practicality (APG)
Underfoot (APG)
Warslinger (APG)

Alternate Favoured Class Options


The following alternate favoured class options are allowed:

Cleric (APG)
Fighter: Add +1 to the fighters CMD when resisting a grapple or trip (pick one).
(APG)
Monk: Add +1 to the monks CMD when resisting a grapple.
Monk: Add +1/2 to the number of stunning attacks a monk can attempt per day.

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Humans
Of the human ethnicities, only Kellids are universally hated. For all other ethnicities their
appearance and manner are much more important in determining how theyll be viewed by
locals.
Alternate Racial Traits
The following alternate racial traits are allowed:

Eye for Talent: +2 bonus on Sense Motive checks. This replaces the bonus feat racial
trait.
Heart of the Fields: Gain a bonus equal to your character level for a single Craft or
Profession skill. This racial trait replaces the skilled racial trait.
Heart of the Streets (APG)
Heart of the Wilderness: Gain a bonus equal to half your character level on survival
checks. When dying, add half your character level to your Constitution score when
determining the negative hit point total necessary to kill you. This racial trait replaces
the skilled racial trait.

Alternate Favoured Class Options


The following alternate favoured class options are allowed:

Bard (APG)
Cleric (APG)
Druid (APG)
Fighter: +1 to the Fighters CMD when
resisting a combat manoeuvre of the
characters choice.
Inquisitor (APG)
Monk: +1/2 to the monks ki pool.
Oracle (APG)
Ranger (APG)
Rogue: Gain +1/4 of a rogue talent.
Sorcerer (APG)

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CLASSES
All base classes from the Core Rulebook, Advanced Players Guide and Ultimate Magic are
allowed except for the Summoner. Contact the GM to find out which Archetypes, Alternate
Classes and other class features are available.
However it is important to note that Ustlavians are extremely superstitious and have a poor
understanding of many core classes, including ones with obvious magical abilities. Below is a
brief outlines that explains how each class is viewed within Ustalav.

Cavaliers, Fighters and Rogues


Fighters and Rogues are uniformly accepted throughout all of society as long as they dont
get caught breaking the law.

Clerics, Paladins and Inquisitors


While Clerics, Paladins and Inquisitors are universally accepted in large cities, their ability to
detect peoples alignments is almost universally reviled. Most people can recongise spell-like
abilities due to the fact that the person enters a brief trance in order to activate them. They
will immediately assume the worst and believe the person placed a curse on them. More
worldly people may deduce that their alignment was in fact detected, but their reaction will
likely be no less hostile as they become offended at their character being called into question.
In more rural settings clerics and paladins will find themselves welcomed to begin with for
their healing abilities. However community leaders will quickly grow jealous of these visitors
and start suggesting them to leave, growing more hostile as time passes.

Alchemists, Bards, Magi, Sorcerers and Wizards


Although accepted in large cities, they find rural environments to be less inviting. These
classes are tolerated in small towns and villages (although none are ever invited to take up
residence) on the condition that they do not cast spells in the area.
Some bards will simply avoid using magic while others will use the Silent Spell feat to help
mask their magical abilities and make them appear to be simple mundane trickery. Such
bards will often carry an assortment of smoke bombs and mirrors in their luggage for
snooping chambermaids to discover.

Rangers
In rural areas, rangers are quite common. Although most of them don't have an animal
companion and don't reach a high enough level to cast spells. Those that do gain an animal
companion will often work hard to hide it, but are invariably shunned from society when they
are caught out. Those that reach a high enough level to cast spells start taking levels in
fighter, simply refuse to use the spells or become hermits.

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Druids, Witches and Oracles


These are viewed poorly by most members of society. However they are often contacted first
for help whenever trouble rears its ugly head.
It is important to note that cities and towns are featured quite heavily in this campaign and
that large and dangerous animal companions (such as lions and bears) arent permitted within
these environments.

Barbarians
Kellid and barbarian are considered synonyms of each other, with members of each group
equally hated.

Monks
This class is accepted by most Ustlavians, simply because most people dont know what
monks are and arent able to recognise one when they see one.

HIT POINTS
Characters have maximum hit points at first level. For each subsequent level they gain half
Hit Die + Constitution modifier.

FAMILIARS
All Core Rulebook Familiars are permitted. No other familiars are allowed except for the
following:

Donkey Rat
Fox
Goat
Greensting Scorpion
Hedgehog
Pig
Thrush
Turtle

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SPELLS
All core rulebook spells are permitted. All other spells require GM approval, preferably
between sessions. If a spell is crucial to your character build please check with the GM before
the campaign starts.

Shape-Shifting Spells
If a spell allows you to transform into another creature (such as Beast Shape I and Dragon
Form I) please provide the GM with a list of animals youre planning on transforming into as
certain monsters that can be shape-shifted into can be overpowered.

Summoning Spells
If you plan on performing any summoning spells (such as Summon Monster I) please have
the stats for each creature printed and on hand in an easy to access manner.

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FEATS
All feats from the Core Rulebook are allowed except for the following:

Craft Wondrous Item


Craft Magic Arms and Armour

All other feats require approval ahead of time. However some guidelines are included below:

Inner Sea World Guide: Almost guaranteed to be permitted.


Advanced Players Guide: probably permitted.
Ultimate Magic: might be permitted.
Ultimate Combat: might be permitted.

Additional Trait
This feat from the Advanced Players Guide can only be taken at first level, although it can
be taken twice by a human (using the human bonus feat racial trait).

Ustlavic Noble
Prerequisites: Human or changeling, must be taken at 1st level, Special
Benefit: You gain a +2 bonus on all Knowledge (nobility) checks and it is always considered
a class skill for you. In addition your starting gold increases to 900gp in order to acquire
items to support your lifestyle and appearance as a noble.
When you select this feat, choose one of the benefits listed below that matches the flavor of
your noble family. Work with your GM to ensure that your choice is appropriate.
Scion of the Arts: You gain a +1 bonus on all Perform checks, and Perform is always a
class skill for you. If you have the bardic performance ability, you can use that ability
for an additional 3 rounds per day.
Scion of Lore: You gain a +1 bonus on all Knowledge skills in which you have at least
1 rank.
Scion of Magic: You gain one of the following languages as a bonus language:
Abyssal, Aklo, Celestial, Draconic, Infernal, or Sylvan. Once per day, as a free action,
you can gain a +2 bonus on any Spellcraft check you make. You must spend the free
action to gain this bonus before you make the check.
Scion of Peace: Whenever you take 10 on a Wisdom-based skill, treat the result as if
you had rolled a 13 instead of a 10.
Scion of War: You use your Charisma modifier to adjust Initiative checks instead of
your Dexterity modifier.
Special: To be eligible for this feat you cannot take the Rich Parents trait from the Advanced
Players Guide.

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BONUS LANGUAGES
The following languages are appropriate choices as bonus languages for an Ustlavic native.

Taldane (Common)
Varisian
Skald
Halfling
Orc

Scholarly types may know the following languages:

Ancient Osiriani
Draconic
Necril
Aklo

SKILLS
The fly skill doesnt exist. Gaining new languages by spending skill points requires someone
to teach you the language.

ORGANISATIONS
There are various organisations that operate within Ustalav and its possible for you to start
the campaign as a member of one of these organisations. Once youve come up with a basic
character concept, contact the GM to be given details on appropriate organisations you may
belong to.

CHARACTER BACKGROUND
When creating your character you need to create a background for the character. It can be as
verbose or as concise as you desire, although it should contain the following at a minimum:

Your character name.


Where your hometown is.
How you came to gain levels in your class.
How you came to have your background traits.
Where you were when you received word that Professor Petros Lorrimor was dead.
How you came to join an organisation (if applicable).

Traits
Two traits are chosen at character creation. One must be a campaign trait from the Carrion
Crown Players Guide. The other trait can be from any other source, although approval from
the GM is required before the campaign starts.

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STARTING GOLD AND EQUIPMENT


Starting gold is 200 gp. All mundane equipment from the following sources are permitted:

Core Rulebook
Advanced Players Guide
Inner Sea World Guide

Mundane items from other sources will more than likely be available. Simply check with the
GM before buying them.

OTHER HOUSE RULES


All rules are subject to verisimilitude.

One Round Grace


If a player character goes from positive hit points to outright dead by a single attack action,
then that player has 1 round to be stabilised before they die.

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