Table of Contents

Orlen	Ability Score Modifiers: STR +2, DEX +2, CON +2, WIS -4, CHA +2 Medium-size: No size modifiers. Base Speed: 30 feet. Automatic Language: Common (any one region), Orlen. Bonus Languages: Any. Orlen can even spend bonus language slots at 1st level to learn secret languages, since Orlen in general are not very good at keeping secrets and tend to spread such knowledge around the group in their occasional tribal gatherings. This does not allow an Orlen to learn secret languages through normal skill point expenditure, however- after 1st level, secret languages must be learned in the usual manner (whatever that entails for the particular language). Favored Class: Special. Orlen go beyond even the standard flexibility of humans, so that essentially all classes at once are "favored" to them; see below. Multitaskers (Cu): Orlen have two heads, each of which thinks with its own brain and mind, though the two are always linked on a level deeper than any twin can be to its sibling. This ability to think with two minds, combined with the usual human penchant for adaptability and flexibility, gives Orlen an astonishing ability to keep track of multiple tasks or lines of study at once. Therefore, Orlen do not suffer any XP penalty for multiclassing, no matter how many classes they have levels in or how wide the disparity in levels between those classes gets. Of Two Minds (Cu): The two-headed nature of Orlen also grants them the ability to control their limbs towards multiple tasks in a manner that other races can only envy, never emulate. Each round, both heads may take an action; thus, an Orlen gets an extra standard action each round. However, because the heads share one body, this extra action may not be used for movement- only for other actions such as attacking with a weapon, casting a spell, or manifesting a psionic power. This ability is not directly the result of having two heads to think with, so much as it is the result of long practice the two heads gain with thinking and acting in a coordinated manner with each other, and is thus considered a Cultural ability rather than merely Extraordinary (though Orlen raised in cultures other than their own would normally gain this ability in spite of that fact). Look Both Ways (Ex): Because an Orlen's two heads can (and usually do) look in different directions at the same time, Orlen gain a +4 bonus on Spot, Listen, and Search checks. Furthermore, Orlen cannot be flanked; they can react to opponents on opposite sides of themselves as easily as they do to single attackers. This denies a Rogue the ability to Sneak Attack an Orlen by flanking him or her, unless the Rogue has at least four more Rogue levels than the Orlen has character levels. Superior Two-Weapon Fighting (Ex): Because each of an Orlen's heads can control one arm, Orlen do not suffer penalties on attack or damage rolls for fighting with two weapons or double weapons. Level Adjustment: +1. For experience purposes, Orlen are treated as being 2nd-level characters when at 1st level. Thus, an Orlen character starts with 1000 XP, and requires 3000 to go to 2nd level.
Ice Elf/ Friizan	Ability Score Modifiers: STR -4, DEX +4, INT +4, CHA +4 Medium-size: No size modifiers. Base Speed: 30 feet. Automatic Languages: Common (Anyrk, Arcia, or Nakhu), Friizan. Bonus Languages: Any non-secret. Favored Class: Enchanter or Telepath- Ice Elves are consummate manipulators of other creatures, whether sentient or not. Greater Serenity (Ex): Immunity to magic Sleep spells or effects, and a +2 racial Will save bonus against all spells or effects which call for them. Low-Light Vision (Ex): Ice Elves can see twice as far as a human in conditions of low illumination. They retain the ability to distinguish color and detail under such conditions. Snowsight (Su): Friizan can see normally under any adverse cold-weather conditions such as snow and blizzards, even in whiteout conditions, and ignore all penalties due to snow glare and snow blindness. This ability essentially duplicates a constant Snowsight effect, as the spell, except that it cannot be dispelled (though an Anti-Magic Zone will suppress it as normal until the Ice Elf exits the area). Weapon Proficiency (Cu): with the Longbow regardless of class. Also, Friizan receive the Martial Weapon Proficiency feats for Battleaxe and Throwing Axe for free as bonus feats. Keen Senses (Ex): +2 racial bonus to Listen, Search, and Spot checks, due to keen elven senses. Simply passing within 5 feet of a secret or concealed door entitles an elf to a Search check to spot it. Spell Resistance (Su): 11 + highest class level. This does not confer any Power Resistance, in contrast to the standard rules for SR/PR. Spell-Like Abilities: Charm Person and Ghost Sound, each usable once per day. These are used as if cast by a Sorcerer equal to the Friizan's character level. Level Adjustment: +1. For experience purposes, Friizan are treated as being 2nd-level characters when at 1st level. Thus, an Ice Elf character starts with 1000 XP, and requires 3000 to go to 2nd level.
Arcane Gnome	Ability Score Modifiers: STR -4, DEX +2, CON +2, INT +4, WIS +4, CHA +4 Small: +1 size bonus to AC and attack rolls, and +4 size bonus to Hide checks. Base Speed: 20 feet. Automatic Languages: Common (any one region), Gnomish. Additionally, an Arcane Gnome learns one language (even a secret language) of the character's choice for free at 1st level. This language does not count against the character's number of bonus languages granted due to high INT, it is essentially a racial language to the character (even if no other Arcane Gnome in the area, region, or world speaks it). Bonus Languages: Any non-secret. Favored Class: Warlock- Arcane Gnomes are deeply imbued with magic, and can often use it at will without depleting resources as most spellcasters do. Arcane Gnomes are most often Celetial Warlocks, but Fiendish (and, after the War of the Return starts, Alienoid) members of the race are not unheard-of. Low-Light Vision (Ex): Gnomes can see twice as far as humans in low-light conditions, and can still distinguish color and detail under low light. Arcane Prodigy (Su): Arcane Gnomes receive Arcane Prodigy as a bonus feat at 1st level, even if that level is in an Arcane spellcasting class. Wild Talent (Su): Arcane Gnomes receive Wild Talent as a bonus feat at 1st level, even if that level is in a psionic manifesting class. Every Arcane Gnome begins play with one 1st-level power and 2 psionic Power Points to use it with. Thus, a 1st-level Arcane Gnome Psion starts with 4 1st-level powers, and 4 Power Points plus any bonus Power Points gained from high INT. Supernatural Detector (Su): Arcane Gnomes can use Detect Magic as a spell-like ability, and Detect Psionics as a psi-like ability, at will. The caster/manifester level equals the gnome's character level. Superior Keen Senses (Ex): +2 racial bonus to Craft (Alchemy), Listen, Search and Spot checks, due to extremely keen senses. Scholarly Bent (Cu): +2 racial bonus to all Knowledge checks regardless of subskill. An Arcane Gnome can freely use any Knowledge subskill, even if the character does not have any ranks in that subskill. Level Adjustment: +1. For experience purposes, Arcane Gnomes are treated as being 2nd-level characters when at 1st level. Thus, an Arcane Gnome character starts with 1000 XP, and requires 3000 to go to 2nd level.
Orog/ Black Orc	Ability Score Modifiers: STR +6, CON +6, INT +2, WIS +4 Large: -1 size penalty to AC and attack rolls, and -4 size penalty to Hide checks. Base Speed: 50 feet. Orogs move faster than normal for their size due to intense athletic training every individual undergoes from childhood to adulthood. An Orog somehow not raised in Black Orc culture instead has a base speed of 40 feet. Automatic Language: Dark Orcish. Bonus Languages: Any non-secret. Favored Class: Fighter or Cleric- the two pillars of Orog civilization are the priesthood and the military, and every Orog child aspires to one day become a great general or high priest/ess. Darkvision (Ex): Black Orcs can see up to 60 feet in darkness. Hardy (Ex): Black Orcs are astoundingly hardy and hale. They can go twice as long as other races without food or water before suffering the effects of starvation or thirst, and the effects happen twice as slowly to them- for instance, a starving Orog only makes a CON check every other day. Also, Black Orcs have a +2 racial bonus to saves against poison and disease. Master Strategists (Ex): An Orog has a +2 racial bonus on Knowledge (Games and Gambling) and Knowledge (War) checks, and can make checks in these two skills even if the character has no ranks. Weapon Proficiency (Cu): Black Orcs have automatic proficiency in all Simple and Martial weapons. They train their children in all standard combat forms, so even normally noncombatant Orogs are capable of fighting fiercely when necessary. Level Adjustment: +1. For experience purposes, Black Orcs are treated as being 2nd-level characters when at 1st level. Thus, an Orog character starts with 1000 XP, and requires 3000 to go to 2nd level.
Aspis	Ability Score Modifiers: STR +2, DEX +2, CON +2, INT -4, WIS +2. Note that there are actually four Aspis castes/subraces, but only the Thinker type is allowed as a PC race- the others are unsuitable for use as PCs due to low intelligence and/or intensely specialized body form. All Aspis Thinkers are male. Medium-size: No size modifiers. Base Speed: 30 feet. Automatic Languages: Aspis. Bonus Languages: Common (Nakhu or Zephra), High Dwarvish, High Elvish (Taera), Rolfish, Tabaxi, Undercommon. Aspis as a people have fairly regular contact with people who speak these languages, and the Thinkers have found it useful to learn them. Favored Class: Ardent- Aspis are generally not religious, but their Thinkers typically sub-specialize within the hive to become a strange sort of "brain worker." Each Thinker, in this arrangement, devotes himself to one or more basic concepts which he spends most of his time contemplating, in a manner that appears very much like worship to people of other races; when another hive member needs to perform a task related to the concept the appropriate Thinker (or nearest approrpiate, if more than one exists) is then contacted to help. Because Thinkers devote themselves so strongly to these concepts, the concepts often end up taking on a life of their own in the Thinkers' minds, and they manifest psionic powers as a result. Not all Thinkers become Ardents, but most have at least a few levels in the class. Natural Weapons: Aspis Thinkers can pinch with their clawed hands for 1d2 normal damage, if not holding weapons in them. Each claw receives half the character's STR bonus to damage. Also, an Aspis Thinker can Bite with his mandibles for 1d3 points of damage- this attack receives the character's full STR bonus to damage. Natural Armor: Aspis Thinkers have insectoid exoskeletons, granting them a +3 natural armor bonus to AC. Scent (Ex): The Aspis language is based on scent, and this has the useful side effect of granting Aspis characters an extremely acute sense of smell. Aspis can detect approaching enemies, sniff out hidden foes, and track by their keen sense of smell. They can identify familiar odors as easily as humans can familiar sights. Opponents within 30 feet can be detected by smell alone (the range is 60 feet for upwind opponents, 15 for downwind), but strong scents such as smoke or rotting garbage can be detected from twice, or even three times as far, depending on strength. While a scent can be detected within the listed range, it cannot be pinpointed to a specific location unless it is within 5 feet. An Aspis trying to sniff out the location of something further away can take a move-equivalent action to detect the direction of the scent, but still cannot determine distance directly. Aspis can also track by scent, making a Wisdom check to find or follow such a track. The typical DC for such tracking is 10, but various modifiers including the original scent strength and the age of the trail can change this. This type of tracking generally follows the rules of the Track feat, but it is unaffected by surface conditions other than water, or poor visibility. Finally, they save against scent-based attacks such as Stinking Cloud with a -4 circumstance penalty, because their keen noses are harder to block out and ignore. Always Awake (Ex): Aspis never sleep, and do not need to. They are immune to all Sleep spells and effects as a result. An Aspis spellcaster or manifester still needs 8 hours of calm in order to regain power points or spells, but does not actually sleep during those 8 hours. Darkvision (Ex): Aspis Thinkers can see up to 60 feet in darkness. Hivemind (Su): Aspis (of any caste, not just Thinkers) can telepathically communicate with the Queens of their communities, at distances of 60 miles or more depending on the strength of the closest Queen. The Queens can similarly communicate with each other over any distance. Each Aspis can therefore communicate with any other Aspis, as long as both sides are within range of a Queen. Using this communication is a full-round action, and requires a Concentration check vs. DC 10 to initiate. Once active, the character can maintain it indefinitely, so long as concentration is maintained; breaking the communicating Aspis's concentration ends the telepathy. Effects which block psionics will block Aspis Hivemind speech.
Rakshasa/ Tabaxi Lord	Ability Score Modifiers: STR +4, DEX +4, INT +2, CHA +6 Large: -1 size penalty to AC and attack rolls, and -4 size penalty to Hide checks. Lizard Kings are larger and bulkier than the lesser type of Lizardfolk. Base Speed: 50 feet. Tabaxi move quickly, and tend to lope around on all fours as often as they walk on two legs. Automatic Languages: Common (Yoor), Tabaxi. Bonus Languages: Any non-secret. Tabaxi are very curious creatures, and are happy to learn whatever new languages they can. Favored Class: Ranger- Tabaxi Lords live for the hunt, and their favorite prey is other intelligent races. Natural Weapons: Rakshasas can slash with their retractable claws for 1d4 normal damage (plus half the character's STR bonus), and Bite with their strong jaws for 1d3 normal damage (plus the character's full STR bonus). Rakshasas wearing gloves or gauntlets cannot use their claw attacks. Improved Grab (Ex): If a Rakshasa successfully hits an opponent with both claw attacks in the same round, he or she can then attempt to start a grapple as a free action without provoking an attack of opportunity. If the Tabaxi Lord wins the grapple check, he or she establishes a hold and can Rake. Rake (Ex): A Tabaxi Lord who has hit and grabbed an opponent with both front paws can make a Rake attack with his or her back claws at the character's full attack bonus, for 1d10 normal damage plus the character's full STR bonus. Rakshasas wearing boots, or some other full foot covering, cannot use this attack. Low-Light Vision (Ex): Tabaxi can see twice as far as humans in conditions of low illumination. They retain the ability to distinguish color and detail under such conditions. Spell-Like Abilities: Charm Animal, Charm Person and Disguise Self, each usable once per day. At 5th level, Dominate Animal once per day. At 9th level, Dominate Person and Mirage Arcana once/day each. Treat these abilities as if cast by a Sorcerer equal to the Rakshasa's character level. Stalkers (Cu): +4 racial bonus to Spot, Listen, and Move Silently checks. Superior Manipulators (Cu): Tabaxi Lords receive a +4 racial bonus to all Bluff, Intimidate, and Sense Motive checks. Level Adjustment: +2. For experience purposes, Tabaxi Lords are treated as being 3rd-level characters when at 1st level. Thus, a Rakshasa character starts with 3000 XP, and requires 6000 to go to 2nd level.
Badder	Ability Score Modifiers: STR +2, CON +2, WIS +2, CHA -2 Medium-size: No size modifiers. Base Speed: 30 feet, Burrow 10 feet. Badders retain the penchant (and ability) to dig tunnels of their nonsentient forebears. Automatic Languages: Badder. Bonus Languages: Common (Zephra), High Elvish (Taera), High Dwarvish, Gnomish, Lizardfolk, Orcish, Minotaur, Aarakocra, Grippli, Rolfish, Tabaxi. Favored Class: Barbarian- Badders are a militant race, but more importantly they have powerful tempers and the ability to fly into berserk rage in any combat. Accordingly, many follow the martial path that is built around using such Rage to overcome enemies. Natural Weapons: Badders can slash with their claws for 1d4 normal damage plus half the character's STR bonus. Badders wearing gloves or gauntlets cannot use their claw attacks. Darkvision (Ex): Badders can see up to 60 feet in darkness. Berserker Rage (Ex): All Badders can enter a state of Rage once per day, identical to the class ability of Barbarians. Badders with class levels in Barbarian gain an extra daily use of the Rage ability, and furthermore gain an extra +2 STR and CON, and +1 on Will saves, while in the state- as though they have the next improved Rage ability. For instance, an 11th-level Badder Barbarian gains +8 STR and CON, and +4 to Will saves, rather than +6/+6/+3 as normal for Greater Rage. Stubborn Life (Ex): Badders are not as easy to knock unconscious through damage as other races are. A Badder stays conscious with subdual damage until the subdual damage is 10 points greater than the Badder character's hit point total. Also, a Badder receives the Diehard feat for free as a bonus feat. This does not also grant the character the Endurance feat (which is the normal prerequisite for Diehard).
Dracon, Black/ Shade	Ability Score Modifiers: STR -4, DEX +2, CON +2, INT +6 Medium-size: No size modifiers. Base Speed: 30 feet, Fly 100 feet (poor). Automatic Languages: Common (Arite), Draconic, any one extraplanar language (i.e. Abyssal, Aquan, Auran, Celestial, Ignan, Infernal, or Terran). Bonus Languages: Any non-secret. Favored Class: Derivator- this unique class used the Naturalist spell list, but drew upon all six types at once, as if from spell schools the way Wizards do. The Shades never taught anybody outside their race to use this form of magic, and accordingly they were the only race that ever gained levels in it. In the modern age of Taera, the Derivator tradition is long-lost- but its magic survives (after a fashion) in the form and spirits of the Naturalists who now use it. Natural Weapons: Black Dracon can bite with their jaws for 1d2 damage, plus the character's normal STR bonus to damage. Though they have claws, their claws are not well shaped for fighting, and are useless in any real combat. Natural Armor: Black Dracon are covered with tough scales, granting them a +2 natural armor bonus to AC. Breath Weapon (Su): Shades can breathe a 10-foot cone of darkness which blinds creatures caught within it (Fortitude save DC 10 + half the Shade's character level + the Shade's CON modifier negates). Once the character reaches 7th level, this breath weapon becomes additionally infused with destructive energy, and inflicts 1 negative level on those caught within it if they fail the save. Oddly, undead caught within the breath weapon also take penalties equivalent to a negative level if they fail the save, even though undead are immune to negative levels; scholars of other races speculate that somehow the Shades combine both negative and positive energies in the breath weapon at the same time to achieve this. Black Dracon are, of course, immune to both effects of this breath weapon. Immunity to Blindness (Ex): Black Dracon are not affected by any Dazzling or Blindness effects. Arcane Prodigy (Su): Black Dracon receive Arcane Prodigy as a bonus feat at 1st level, even if that level is in an Arcane spellcasting class. However, rather than selecting their spells from any Arcane class list, Shades always pick from the Derivator list (meaning, any of the six Naturalist lists). Wild Talent (Su): Black Dracon receive Wild Talent as a bonus feat at 1st level, even if that level is in a psionic manifesting class. Every Shade begins play with one 1st-level power and 2 psionic Power Points to use it with. Thus, a 1st-level Black Dracon Psion starts with 4 1st-level powers, and 4 Power Points plus any bonus Power Points gained from high INT. Bonus Feat (Ex): At 1st level, a Black Dracon may take Scribe Scroll, Imprint Stone, or any one of the four basic Manipulation feats as a bonus feat. If the character has no levels in a class which normally uses the feat, then the feat is used in conjunction with the character's Arcane Prodigy spells or Wild Talent power. Level Adjustment: +1. For experience purposes, Black Dracon are treated as being 2nd-level characters when at 1st level. Thus, a Shade character starts with 1000 XP, and requires 3000 to go to 2nd level.
Shakti	Ability Score Modifiers: STR +6, DEX -2, CON +2, WIS +4 Large: -1 size penalty to AC and attack rolls, and -4 size penalty to Hide checks. Base Speed: 10 feet, Swim 60 feet. Automatic Languages: Shakti. Bonus Languages: None. Shakti culture considers speaking any language but their own a sign of weakness or insanity, since it would mean talking to one's food. Shakti do not receive bonus languages for a high INT score. Favored Class: Barbarian- Shakti are berserkers of the sea. Many Shakti also gain levels in the Ranger class, but Barbarian is their true racial calling. Natural Weapon: Shakti can Bite with their powerful jaws for 1d10 damage (×3 crit). A Shakti character's full STR bonus is added to this damage. This bite attack is notably superior to that of an average nonsentient shark, because the Shakti spend much of their non-hunting time filing their teeth and making them even more wickedly sharp and barbed than they would naturally be. Darkvision (Ex): Shakti can see in darkness up to 120 feet. To creatures with Darkvision, their eyes appear to glow, as they actually project infrared light to extend their visual range. Aquatic (Ex): Shakti breathe water, and cannot survive for long without it. While in air, a Shakti begins to suffocate (use the Drowning rules on page 85 of the DMG), and will quickly die if unable to reenter water. +8 racial bonus to all Swim checks, and can take 10 on Swim checks even under duress. Furthermore, Shakti never suffer penalties to their Swim checks for being underwater. These bonuses derive from the Shakti having a Swim speed, and are not racial bonuses in the strictest sense. Deep Dwellers (Ex): Shakti do not suffer penalties or damage for changes in water pressure. Berserker Rage (Ex): All Shakti can enter a state of Rage once per day, identical to the class ability of Barbarians. Shakti with class levels in Barbarian gain an extra daily use of the Rage ability. Keen Scent (Ex): Shakti can detect approaching enemies, sniff out hidden foes, and track by their keen sense of smell. They can identify familiar odors as easily as humans can familiar sights. Opponents within 60 feet can be detected by smell alone (the range is 120 feet for upcurrent opponents, 30 for downcurrent), but strong scents such as blood or rotting garbage can be detected from twice, or even three times as far, depending on strength. While a scent can be detected within the listed range, it cannot be pinpointed to a specific location unless it is within 10 feet. A Shakti trying to sniff out the location of something further away can take a move-equivalent action to detect the direction of the scent, but still cannot determine distance directly. Shakti can also track by scent, making a Wisdom check to find or follow such a track. The typical DC for such tracking is 10, but various modifiers including the original scent strength and the age of the trail can change this. This type of tracking generally follows the rules of the Track feat, but it is unaffected by surface conditions other than water, or poor visibility. Finally, they save against scent-based attacks such as Stinking Cloud with a -8 circumstance penalty, because their keen noses are harder to block out and ignore.
Clamfolk	Ability Score Modifiers: STR -2, DEX +2, CON +6, INT -2, WIS +2, CHA -2 Medium-size: No size modifiers. Base Speed: Swim 30 feet. Automatic Languages: Clamfolk. Bonus Languages: Aquacommon, Sea Elvish, Deep Dwarvish, Gnomish, Lizardfolk, Locathah, Kuo-Toa, Minotaur, Cephalid, Tako, Crabfolk. Favored Class: Any- a Clamfolk character's highest-level class does not count when determining XP penalties for multiclassing. Natural Armor: Clamfolk have hard, thick, and strong bivalve shells which grant them a +8 natural armor bonus to AC. Darkvision (Ex): Clamfolk can see in darkness up to 60 feet. Aquatic (Ex): Clamfolk breathe water, and cannot survive for long without it. While in air, a Clamfolk character begins to suffocate (use the Drowning rules on page 85 of the DMG), and will quickly die if unable to reenter water. +8 racial bonus to all Swim checks, and can take 10 on Swim checks even under duress. Furthermore, Clamfolk never suffer penalties to their Swim checks for being underwater. These bonuses derive from the Clamfolk having a Swim speed, and are not racial bonuses in the strictest sense. Deep Dwellers (Ex): Clamfolk do not suffer penalties or damage for changes in water pressure. Four Arms (Ex): Clamfolk do not have arms in the conventional sense, but have instead four tentacles capable of manipulating objects. They have no hands, but can grasp objects by wrapping their tentacles around them, and can wear rings on the end of each tentacle just as if they were fingers. Clamfolk use the Multiweapon Fighting feats instead of the Two-Weapon Fighting feats, and also have increased limits on the number of magic items worn, for those items worn on arms. For instance, they can wear four Rings rather than two. However, due to the nature of their arms, Clamfolk are limited to only one arm-worn item at a time (i.e. they cannot wear one of a pair of Bracers and a Ring on the same tentacle), and cannot wear Gloves or Gauntlets at all. Twelve Eyes (Ex): Clamfolk, as bivalve mollusks, have a series of eyes which normally poke out from between their shells when they are within them. Clamfolk without other mutations have 12 eyes as the standard number, and gain several bonuses and penalties based upon this fact. First, they have a +6 racial bonus on Spot checks; second, they take a -6 penalty against gaze attacks or light-based attacks. Finally, Clamfolk are allowed to use up to six magic items designed to be worn over eyes simultaneously, since such items are designed to be worn over pairs of eyes- Clamfolk have six such pairs. Headless (Ex): Clamfolk do not have "heads" as such; their brains are contained within their central bodies along with their other organs. As such, they are immune to attacks which depend upon reaching or attacking an opponent's head, such as the killing effects of Vorpal weapons or the brain-eating Extract attack of a Mind Flayer. Clamfolk cannot wear Hats, Helmets or other items meant to be worn as headgear. Boneless (Ex): Clamfolk have no bones, and can squeeze and bend themselves in ways that creatures with skeletons simply can't. Clamfolk without their shells can squeeze into cracks as little as two inches wide with no difficulty, and can squeeze into even tighter spaces by making Escape Artist checks (down to a limit of one inch wide). The DC for a 1½ inch wide crack is 15, and for a 1 inch wide crack, 25. Clamfolk without their shells lack any hard parts at all, and therefore take half damage from Bludgeoning weapons. Legless (Ex): Clamfolk do not have legs or feet, and therefore cannot wear Boots, or any other items worn on legs or feet. Filter Feeders (Ex): Clamfolk eat by filtering microorganisms out of the water they jet through their bodies for locomotion, and therefore do not need to eat while in typical underwater environments. Clamfolk who are rendered Fatigued or Exhausted must eat a meal approximately equivalent to what any other Medium-sized creature would eat before they can recover from the condition, unless the condition is cured magically such as by Restoration. A Clamfolk swimming through waters unusually clear of other lifeforms, such as a tank of distilled water in an Ancient science laboratory, might also be affected by normal starvation rules at the DM's option. Shell Force (Su): Clamfolk naturally produce psionic force within their shells which make them impervious to incorporeal penetration; that is, the shells effectively have the Ghost Touch property. Once per day, as a standard action that does not provoke attacks of opportunity, a Clamfolk can intensify this force to gain a deflection bonus to AC in addition to the natural armor bonus the shell normally provides; this deflection bonus is equal to one-third the Clamfolk's character level, rounded up (for example, a 4th-level Clamfolk gains +2, while a 15th-level Clamfolk gains +5). This deflection bonus lasts for 10 minutes + 1 minute per point of CHA bonus the Clamfolk has (if positive). While the deflection bonus is active, Magic Missiles and other attacks with the [Force] descriptor do 10 less points of damage per hit to the Clamfolk character- which, in the case of Magic Missiles at least, completely negates them. The Clamfolk so protected is not empowered to penetrate force effects such as Walls of Force, however- only damage dealt by effects with the [Force] descriptor is reduced. Withdraw (Ex): It is possible for endangered Clamfolk to retract their limbs, eyes, and head into their shells, as a move-equivalent action that does not draw attacks of opportunity. This grants an extra +8 natural armor bonus to AC, which stacks with the normal natural armor bonus, as long as the withdrawn Clamfolk stays that way, but a Clamfolk withdrawn into ver shell is unable to otherwise attack, or take any action requiring movement (effectively, it is a form of voluntary paralysis). Redeploying the appendages is another move-equivalent action, but redeployment does draw attacks of opportunity, unlike withdrawal. Clamfolk generally only use this maneuver when truly desperate, as maintaining it for too long can lead to starvation (eating, after all, requires movement); however, it is sometimes used as a prelude to Detachment (see below) when the Clamfolk is close to a hole to hide in. Detach (Ex): A Clamfolk can detach verself from ver shell as a standard action that does not draw an attack of opportunity. Without the shell, the Clamfolk loses the natural armor bonus to AC noted above, and also can no longer Withdraw into it for extra protection nor activate the Shell Force to provide more protection- however, sometimes this helps a Clamfolk's mobility, and can allow them to escape from otherwise hopeless situations (to say nothing of providing a possible distraction for enemies who don't know the shell is now empty). If the Clamfolk is unable to get back to his or her original shell, a new one grows in 4 weeks minus the character's CON modifier in days (thus, characters with low CON take longer to regrow their shells). Level Adjustment: +2. For experience purposes, Clamfolk are treated as being 3rd-level characters when at 1st level. Thus, a Clamfolk character starts with 3000 XP, and requires 6000 to go to 2nd level.
Frond/ Kelpfolk	Ability Score Modifiers: STR -2, DEX +2, WIS +6, CHA -2 Medium-size: No size modifiers. Base Speed: 10 feet, Swim 30 feet. Automatic Languages: Frond. Bonus Languages: Aquacommon, Sea Elvish, Deep Dwarvish, Gnomish, Lizardfolk, Locathah, Kuo-Toa, Minotaur, Cephalid, Tako, Crabfolk. Favored Class: Druid- Kelpfolk, being plants, are arguably closer to nature than any other race in the seas. Certainly they seem to have Gaeya's favor, as many of them receive powers from Her. Plant: Immune to mind-influencing effects, poison, paralysis, and stunning. Unlike other animate plants, Fronds are not immune to polymorphing magic or effects, and since they require sleep, they are affected by Sleep spells and effects. Since they have clear anatomy, they are also subject to critical hits. Amphibious (Ex): Kelpfolk normally breathe water, but they can also breathe air with equal ease. A Frond can survive on land indefinitely, as long as he or she stays wet (see Withering, below). Natural Armor: Kelpfolk have tough, flexible bodies, and have a +5 natural armor bonus to AC as a result. Photosynthesis (Ex): If a Frond is able to remain in sea water for one day per month, and receives at least 1 hour of light (at least equal to half sunlight) every day, he or she need never eat anything else- the body will make all the food it needs. Fronds who can satisfy these criteria (a Daylight spell can satisfy the second one nicely) never suffer the effects of starvation. Since they are naturally aquatic, they also need not worry over thirst normally, though a Kelpfolk stuck on land may soon dry out and be in trouble (see Withering, below). Plant Respiration (Ex): While photosynthesizing (i.e., while in light), Fronds take in carbon dioxide and breathe out oxygen. Fronds can therefore turn bad air or water good, in confined spaces, if given light- one Frond can negate the effects of slow suffocation (suffocation in confined spaces) for one medium-sized animal creature. Likewise, one medium-sized animal creature can negate the effects of slow suffocation for one Frond. Stringy Body (Ex): Fronds have stringy, flexible bodies, like the seaweeds they descended from, and therefore take only half damage from Bludgeoning and Piercing weapons that successfully hit them. Fast Healing (Ex): Fronds can regrow and repair their bodies quickly, and have Fast Healing 1. A Frond below his or her maximum healthy hit point total automatically heals 1 hit point per round. This does not restore ability damage, nor can it restore hit points lost to starvation or thirst. Since it is not actual regeneration, it does not allow the character to regrow or reattach lost limbs. Wither (Ex): Kelp dries quickly when removed from water, and Kelpfolk have not lost that ancestral weakness. Fronds take 1 point of temporary Constitution damage each hour they are outside water, dying when Constitution reaches 0. They also lose their Fast Healing ability while dry, so Kelpfolk leaving aquatic environments are placing themselves at great risk. Lost points are regained at the standard rate, once the character returns to water, and full immersion in water (or dousing with enough water to sustain a human for one day, once per hour) is sufficient to prevent this Withering from affecting a Frond character. Fronds take 1½ × normal damage from spells or effects which deal dessication damage, such as Horrid Wilting, regardless of whether a save is allowed or whether or not the character successfully saves. A Frond hit by such an effect must be immersed in water as previously described, or lose his or her Fast Healing as if kept out of water for an hour Electricity Vulnerability (Ex): Fronds take 1½ × normal damage from Electricity attacks and abilities, whether or not a save is allowed, and whether or not the character actually saves.