This readme provides a rough overview of the changes in Project Phoenix. It does not cover every little detail – if you want that, you'll have to look for yourself. The changes are divided by group. If a section says "no changes", then there are either no changes beyond corrections for grammar/spelling, or the changes are so minor as to not be noteworthy.

Everything is divided into several broad sections:

Skills and Feats

Equipment and Magic Items


Conditions and Combat


Epic Rules

The Basics

Bonuses have been clarified (which bonus can add to what), and a few dropped.


General: Favored classes are gone, along with the XP penalty.

Dwarves: Darkvision changed to low-light vision, gain a bonus to Appraise/stonecunning checks (+1/5 levels).

Elves: Are taller (5 1/2 feet); gain a +1/5 levels bonus to saves vs. Enchantment spells and Perception/Search checks.

Gnomes: Gnomes are seagoing traders who live most (if not all) their lives on their ships. They gain +1/5 levels bonus to Craft (alchemy) checks, favored enemy was changed to sahuagin and locathah, and speak w/animals changed to aquatic animals instead of burrowing animals.

Half-Elves: Gain +1/5 levels bonus to Perception/Search checks; gain a bonus feat at 1st level and every 10 levels thereafter. They lose the bonus to Diplomacy/Gather Information checks, but aren't treated as outcasts as they were in 3E.

Half-Orcs: Stat adjustments changed to +2 Str, -2 Int. Gain a +4 racial bonus to Intimidate, +1/5 levels. Gains rage ability at 10th level.

Halflings: Changed to perpetually-travelling land-based traders, similar to gypsies but without the stigma. Lose the -2 Strength penalty and the bonus to Stealth (Move Silently) checks. Gain +1 bonus to Perception checks, +1/5 levels, and luck bonus to saves increases by +1/5 levels.

Humans: Gain a bonus feat at 1st level and every 10 levels thereafter.


Many classes have been changed to have "paths" – instead of every member of the same class having the same abilities, you can choose a a path that better suits your character and make him/her unique from every other member of the same class.

Barbarian: Barbarians are gone. They're really a one-trick pony that's better served as a PrC, so that's what I did with them.

Bard: No major changes. Bardic knowledge now adds a bonus equal to half class level (and has been cleaned up a bit); added a couple bardic music abilities, and the abilities now grant additional bonuses for high check results; all abilities are now based on DC 10 + 1/2 class level + Cha bonus.

Cleric: Clerics can choose from a pool of divine abilities every 3 levels. Domain abilities (as opposed to divine abilities) are all usable 1 + Cha bonus times per day, and draw from the same pool, as with paladin abilities (see below). Turning and rebuking undead is limited to two domains only: Sun and Undeath, respectively, though a cleric can also choose one of them as a divine ability.

Druid: Druids no longer center around wildshaping. Instead, they have a pool of selectable abilities, as with the cleric. Wildshape, as with polymorph, is limited by ECL instead of HD. Druids also get favored terrain (bonuses to some skills while in a terrain with which they are familiar) and a suite of generic abilities including most of the existing ones. They cast spells as a sorcerer, not a cleric.

Fighter: Fighters get a variety of general class abilities to bolster their defenses, along with the standard bonus feats as well as weapon feats and combat abilities, which are divided into four tiers. The combat abilities are geared toward one of four fighting styles: fast (Dex-based), strong (Str-based), defensive (weapon/shield), and close-quarters combat. They can also take Weapon Focus in groups of weapons, or Weapon Spec (and further feats) in a single weapon.

Monk: Monks have changed the most out of all the core classes. Almost all of their original abilities are gone, and they were remade into culture-neutral martial artists. They have a number of fighting styles they can train in, based on the elements – Mountain (endurance), Sea (dodging/deflecting attacks), Shadow (disabling opponents), Sun (focused on attack), Wind (a fast style). Each style is modified by a different stat. AC and speed bonuses remain, but are changed to advance by fighting style. They retain slow fall, wholeness of body, ki strike, and timeless body. Their unarmed attacks are treated as true magic weapons, not just for purposes of bypassing DR.

Paladin: Paladins are now holy knights of their god, and can be of any alignment (those of other alignments often receive other titles to differentiate them). They gain auras at 3rd, 8th, 13th, and 18th levels, and a series of Divine Touch abilities (poison, disease, ability damage, and negative levels), which were split off from Lay on Hands. Paladins' spells are based on Charisma, not Wisdom, and draw from the cleric's spell list.

Ranger: Rangers are now more focused on being hunters, trackers, and general woodsmen. They lose the two-weapon combat style, but retain (and are focused in) archery; they also gain favored terrain and a series of abilities related to favored enemies, stealth, and tracking.

Rogue: Rogues received moderate changes. Trapfinding grants them a bonus to Search checks equal to half their level; anyone can find a trap with a Search DC over 25 if they roll high enough. They can now choose abilities at all levels, instead of just post-10th level; these are divided into three groups to ensure rough balance, and are a mix of combat, stealth, and utility.

Sorcerer: After the monk, the sorcerer received the most changes (although "changes" is a relative word, since the sorcerer didn't have much to begin with). Sorcerers now gain their power from bloodlines, and are more closely tied to the source of magic – they are, effectively, inherently magical and can cast spells innately. If the sorcerer chooses to tap into the power of the bloodline, he gains increasingly powerful abilities, but at the cost of physical changes. They also gain innate powers based on their bloodline, which come automatically (no tapping into the bloodline). Sorcerers can cast spells from any list, not just the Sor/Wiz list, and can learn a spell by watching someone cast it (they're still classed as arcane casters). Finally, they gain several generic abilities – metamagic proficiency/mastery, and magic sense (the ability to sense auras and magical items/beings). Sorcerers no longer gain a familiar.

Wizards: Wizards, as opposed to sorcerers, are more structured casters – their knowledge comes from book-learning and repeated practice, not innate power. They receive abilities based on their specialization (generalist wizards also receive abilities), but are otherwise unchanged.

Animal companions, bonded mounts, and familiars: All of these are no longer class abilities - they can be gained only through the Leadership feat, as cohorts.


Project Phoenix uses the fractional BAB/save system from Unearthed Arcana; multiclass spellcasters also gain a bonus from their other class levels.

Prestige Classes

All the PrCs have received changes to some degree, and most are gone completely: Archmage (folded into wizard), Blackguard (folded into paladin); Duelist (cannibalized for the fighter); Dragon Disciple (folded into sorcerer); Hierophant (folded into cleric); Horizon Walker (cannibalized for the legendary druid and ranger); Eldritch Knight and Mystic Theurge (dropped due to changes in multiclassing rules for spellcasters); Thaumaturgist (combined with several other classes into the Planar Binder PrC). I've also added many more PrCs to bring the total number to around 40.

Specific changes by class not noted above include:

Arcane Archer: Straight enhancements to arrows (+1, +2, etc.) were replaced with enhancements or +1 market value enhancements (flaming, keen, etc.) – the Archer can apply any combination up to the allowed total bonus.

Arcane Trickster: Small changes to make it more than simply a gestalt between mage and rogue.

Assassin: Completely overhauled. The Assassin now has a choice of several paths denoting focus in facets of the assassin's trade (disguise, poisoning, special weapons, etc.). They keep sneak attack and gain a few other abilities to buff them up.

Dwarven Defender: Loses trap sense and dodge bonus while in a stance, but gains better DR and more abilities that focus around the stances.

Shadowdancer: Completely overhauled. HiPS is no longer the 1st-level ability - it's the last in a series of related shadow abilities. Shadowdancer abilities are now centered around evasion and denial.


There were many changes to the skill system; the list itself has been condensed as such:

Balance, Escape Artist, Tumble: Combined into Acrobatics.

Hide and Move Silently: Combined into Stealth.

Listen and Spot: Combined into Perception.

Open Locks: Folded into Disable Device.

Forgery and Use Rope: Gone.

The rules for cross-class skills have changed. All skills, regardless of class or cross-class status, are 1 point each. A skill that appears on any of your class skill lists is a class skill, and you gain a +3 bonus.

Due to the changes in the skills, all classes' skill lists have received minor to moderate changes, and many get more skill points, as noted:

Bbn, Clr, Ftr, Pal, Mnk, Wiz: 4 + Int mod

Brd: 8 + Int mod

Synergy bonuses as such are gone. Instead, the DM can simply rule that having x number of ranks in a given skill can grant a bonus to checks with another skill (+1/5 ranks is recommended).

Many skills now have epic use DCs in their descriptions, for PCs with exceptionally high rolls. These were, of course, altered for balance purposes.

Major Changes by Skill

If a skill is not listed here, it received no major changes.

Acrobatics: Combines Balance, Escape Artist, and Tumble; rules have been cleaned up a bit, and every 10 ranks grants a +1 dodge bonus to AC.

Appraise: DC is based on item's value.

Bluff, Diplomacy, Intimidate: Use a unified Speechcraft system.

Craft: The Craft system has been completely overhauled. Magic item creation is now a function of the Craft (artificing) skill, rendering item creation feats redundant. PCs can also create forgeries of items.

Decipher Script, Speak Language: These skills use a unified system whereby you can gain partial fluency in written or spoken languages – you can spend up to 3 ranks in a given languages to gain increasing proficiency with it. The skills now have clarified DCs for tasks depending on how fluent the reader/speaker is and how complicated the language is to read/write (someone who knows only basic Dwarven trying to read an old text with lots of obscure terminology, e.g.).

Disable Device: Besides Open Locks being folded into it, devices and locks were tweaked to have several levels of difficulty, and the DCs/times were altered slightly.

Gather Information: This skill now lists DC, times, gp cost, and chance of attracting attention for the relative obscurity of the information the PC is trying to acquire.

Heal: PCs can now treat different levels of injuries with increasingly difficult checks.

Intimidate: This skill now has a list of factors that can modify the check. Demoralize was split off into a combat maneuver.

Knowledge: Each separate Knowledge skill is more clearly defined and has guidelines for setting DCs.

Perception: Besides combining Listed and Spot into one skill, Perception uses a more realistic system than just "-1 per 10 feet of distance"; it factors terrain, weather and lighting conditions, and size of the target (or magnitude of the sound) into the check.

Perform: Earnings for making Perform checks are based on size of the venue and the performance (check result).

Search: DCs are based on the size of the item being sought, with modifiers for circumstances (hidden, invisible, unknown to the seeker, etc.).


The changes to the skill system rendered many feats (the +2/+2 feats, and item creation feats) redundant. As a result, they were all removed. Several new feats were added to take their place, most of which tie into new systems/altered rules. I also converted a lot of the epic feats and a bunch from the psionics and divine parts of the SRD into the list, for a total of nearly 200 feats; see the Feats discussion for more details.

Other changes include:

Diehard: Changed to tie into the new death/dying rules.

Dodge: Grants a flat +1 dodge bonus to AC. You can take it multiple times.

Great Fortitude, Iron Will, Lightning Reflexes: Can be taken multiple times; the epic versions are gone.

Great Cleave: The number of extra AoOs is limited to the PC's Strength bonus or his BAB, whichever is less.

Improved Bull Rush/Overrun/Sunder: Combined into one feat, Improved Offense, and the bonus was dropped to +2.

Improved Disarm/Feint/Trip: Combined to form Improved Finesse; bonus was dropped to +2.

Natural Spell: Gone. It was a broken feat.

Simple/Exotic Weapon Proficiency: Gone. Exotic weapons are now martial weapons with prereqs for proper use; everyone can use simple weapons, but the weapon groups system limits how many weapons anyone can use overall.

Toughness: Grants +2 hit points, +1/level thereafter. Epic Toughness is gone.

Track: Modifiers based on size are doubled.

Widen Spell: Level adjustment reduced from +3 to +2.


Armor: The armor system got overhauled. Max Dex is now a straight Dex penalty (so having a high Dex is actually meaningful again); arcane spell failure changed to a Concentration penalty (which applies to all Conc. checks; additionally, wearing armor with which you're not proficient always incurs a Concentration check when casting a spell, no matter what class you are). Also, armor doesn't limit base speed - it limits max speed. Someone can walk normally in heavy armor, for instance, but he can't move faster than a jog (x3).

Weapons: Weapons are now divided into weapon groups (though the original divisions of simple/martial still exist); all classes are proficient with simple weapons, but a limited number of groups. Exotic weapons are now treated as martial weapons (and some are just martial weapons), but those with additional abilities (like disarm/trip bonuses) have prereqs to be able to employ them.

Mastercrafting: The masterwork item rule was expanded to have 10 levels of craftsmanship, along with better rules for Craft modifiers and requirements.

Materials: The material list has been expanded with over a dozen new materials, and tied into the mastercrafting system.

Wealth by Level: This system was overhauled. Basically, the progression was flattened out, so that PCs end up with much less wealth at higher levels.

Magic Items

All weapon and armor abilities are now straight market bonuses instead of some of them being "+x gp" (energy resistance, e.g.). Some items were repriced due to changes in spell levels, and most of the staves were repriced (because they were just plain wrong).

Weapons and armor now use a scaled multiplier for market values beyond +5 - instead of a flat x10, it increases with the market value, keeping in step with starting wealth.

Otherwise, magic items received few changes except where affected by changes to spells.


Most of the conditions have been changed for balance. The various fear effects (shaken, frightened, and panicked), for example, now have an increasing series of penalties; also, someone who is shaken who is shaken again becomes frightened. Also, short-term conditions apply penalties to things like attack rolls, saves, and skill checks instead of ability scores (making them easy to track).


The combat system received a large number of changes, many of them fairly subtle. Along with numerous feats designed to aid high-level fighters, the following changes were made:

Attacks: Full attacks were altered so that PCs could move and still get a limited number of attacks each round (the number depends on how far they move).

Combat Maneuvers: Combat maneuvers were overhauled (grapple in particular) and condensed to be much simpler to use. Trip and overrun, for instance, are things you can do during a bullrush. The size modifiers were reduced, and the Improved xxx feats combined into two - one for Strength-based maneuvers (bull rush, grapple, overrun) and one for Dex-based (disarm, trip). Sunder is gone - it's the same thing as attacking an object. Taunt is a new new maneuver, which joins feint and demoralize in a third group covered by the Improved Combat Manipulation feat.

Turning: The turning system was overhauled. There are now several options for using negative/positive energy - turning (making undead flee); energy burst (harms/bolsters undead in a radius); or command/rebuke. All undead (or other creatures that can be turned) now have turn resistance, and turning requires a Will save. HD of undead affected was changed to number of undead, and the power of such undead is ECL-based, not HD-based.

Death and Dying: A character dropped to -1 hit points can make a Con check to stabilize; three failed saves = death. All PCs now have a death threshold equal to their negative Con score. Anyone dropped from 1+ hp to below the death threshold doesn't die immediately; he can make a Con check each round to remain alive (but unconscious), but he can't stabilize or recover without outside aid.


A lot of minor changes here, mostly to conform to rules changes elsewhere.


This system was overhauled. PCs can now run for long distances (as normal humans can) if they are only lightly encumbered, or not at all (there's a new category for this). You can also attempt to run longer while encumbered - the times have increased, and there are better checks in place.


The traps system was overhauled; it now ties into the Crafting system, and prices were drastically changed.


Overall, the spells received only a few changes here and there. Perhaps 20% were significantly altered.

First, as noted in Design Diary 9, several (15-20) spells (most spells with casting times of 10 minutes or more) were turned into rituals (yes, there are ritual rules). Many others had their levels changed to conform to the rules for "greater" or "mass" spell levels, and a few were cut entirely due to their spell levels being too high (mass heal, miracle, shades, true resurrection, wish). //Greater magic weapon was cut due to conflicts with the new DR system, and detect secret doors was cut because it was simply a pointless spell.

Since XP costs were dropped, all XP costs in spells where either changed to ability burn (from the XPH) or simply dropped.

Other major changes include:

"Animal buffs": Duration increased to 10 minutes/level, and they affect modifiers instead of the base abilities (for example, cat's grace grants a +4 modifier to all Dex-based checks, instead of a +4 bonus to Dex).

Antimagic Field: All spells/effects require a caster level check to be suppressed. Permanent magic items (magic weapons/armor) can't be suppressed, though any extra abilities can.

Darkness: Level adjusted, and the spell is actual darkness, not "shadowy illumination". Darkvision grants limited sight in the darkness.

Disjunction: Spell is treated as dispel with no caster level cap; grants additional effects for targeted dispel; doesn't affect artifacts.

Flesh to Stone: Does progressive Dex damage over 3 rounds; when the victim reaches 0 Dex (or on the 3rd round regardless), he turns completely to stone.

Gate: Cut the calling function – it simply serves as a two-way transport between planes.

Heal: Does only one of the following: restores ability damage, heals hit point damage, or heals conditions (dazzled, blinded, etc.).

Polar Ray: Added a slow effect on a failed save.

Polymorph, et al.: Limited by CR/ECL, not HD.

Rope Trick: Duration was reduced to 10 minutes/level, the space is stated as extradimensional (not nondimensional) and can hold up to 8 Medium creatures or their equivalent (not 8 creatures of any size).

Save or die spells: Drop the target to dying (-1d4, 1d6, 1d8, or 1d10 depending on spell level, and it can't recover on its own) on a failed save.

Scorching Ray: Damage/ray is halved, but number of rays (and rate of gain) is increased. Damage was lowered because the original version grants 12d6 total damage at 11th level with no save. This version grants 8d6 at 12th with no save.

Summon Monster/Nature's Ally: Revamped summoning lists, duration changed to 1 minute/level.

True Seeing: Subject can see through illusions only if their caster level is lower than the TS caster level; range is reduced to 60 ft.

Weird: Changed targets to "1 living creature/level in a 30-ft. radius", dropped extra damage, changed Strength damage to Wisdom damage.


Overall, the monsters received only minor adjustments here and there, like spells. About 15-20% got any major changes (mostly the really overpowered ones); things like angels and balors had their abilities trimmed down a bit.

Natural armor bonuses were tweaked according to UK's rules.

Most importantly, Project Phoenix has gone to an ECL-based system - that is, all monsters and PCs are rated by ECL, not CR, which makes things like class levels and templates much easier to apply. Traps are still rated by CR, though, because they are challenges.

DR: DR was changed so that magical weapons of higher bonuses can bypass different levels of DR (+2 for /silver, +3 for /cold iron, +4 for /alignment, and +5 for /adamantine); for DR /magic, each plus of the weapon bypasses 5 points of DR.

Poisons and Diseases: The poison and disease rules have been overhauled; they now work on variable onset times, strengths, and check times - no two are the same.

Types and Subtypes: Angels, eladrin, guardinals, and archons now fall under the Celestial type, while all fiends fall under the Fiend type (mostly because eladrin, guardinal, baatzeu, and tanar'ri are all PI terms); all abilities gained from their types were unified for ease of use. Elemental immunity is now resistance (degree depends on if the creature has a subtype or if it's a true elemental).

Immunity to crits and sneaks is now downgraded to resistance (minor, moderate, or greater). Creatures only get immunity in rare cases - oozes and elementals, for instance, are immune to sneak attacks due to their lack of organs.

Likewise, immunity to energy is gone. Creatures now have a variable amount of resistance (10 + 1/2 HD for those with an energy subtype, or 15 + 1/2 HD for elementals).


The epic rules are, for all intents and purposes, gone - post-20th-level play has been integrated into the base ruleset, and extended progressions exist for all base classes (but not PrCs). Also of note: epic spells are gone, changed to a level-based system. The epic feats, magic items, and monsters are now integrated into the core. "Epic" rules are now referred to as "legendary" rules; all base classes have legendary progressions (PrCs do not).

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