Prestige Classes


“Does your stout armor give you peace of mind? Does your holy sword help you sleep at night? Mine do not.”

—Ambros Brasmere, gray guard

The typical image of a paladin is a proud knight of noble bearing, resplendent in armor bright as sunlight and bearing a sword shining with the purity of his cause. This archetype, upheld by both idealistic knights and their enemies, has killed countless honorable warriors. Taking a cue from the enemies of their faith, many good-aligned religions have established secretive orders of the most dedicated and hardened soldiers. These gray guards are less restrained by their knightly vows, doing what must be done, no matter how unpleasant.


Only the most realistic and battleworn paladins become gray guards. They know the cruelties of the world cannot be expunged merely by good example and kind words. Though no less virtuous than other paladins, they join the order’s bloodstained ranks out of a sense of necessity. Those who seek membership merely because they resent the yoke of their code of conduct are unfit to be gray guards or paladins; such weak-willed individuals are swiftly excommunicated from both orders.

Gray guards most commonly follow deities concerned with justice, such as Heironeous, Tyr, or St. Cuthbert.


You have seen the horrible reality of the world: Children dying in the gutter as the rich feast a hedge-wall away; law used to imprison and terrify those it was created to protect; the supposedly devout ignoring and abusing those they deem beneath their interest or contrary to their faith. The most insidious evil wears a cloak of righteousness and seduces with honeyed words. Your faith’s leadership realizes that many paladins’ inflexible interpretation of their code of conduct not only allows such foulness to remain hidden but even aids its spread. As a gray guard, you have earned the freedom to seek out and destroy corruption through any means necessary.

Although you work toward the same goals as other members of your faith, many within it do not trust you. They believe that you and your fellows at best flirt with corruption and at worst embrace it. Paladins see freedom from their code of conduct as weakness, an inability to mete out justice through honorable means, and do not consider you to be their equal.

You are not proud of your role, but you accept that one must sometimes embrace a lesser evil to combat greater injustice. Your freedom is not a boon but a loss of innocence, a permanent tarnish on a once-pristine soul. Solidifying your resolve, you face the world of cruel reality, ready to do battle just as valiantly as any paladin but also just as brutally as the monstrosities you oppose.


In battle you are not just a warrior, but also a judge. If you can, you engage your opponent in honorable combat to prove the valor of your cause. However, you are no fool. If the only sure way to finish the high priest of a cult of Vecna is to stab him as he sleeps or lie in wait and attack from the shadows, you make such sacrifices of character to put a permanent end to the threat. Thus, your tactics must change to suit the enemy and the conditions of battle.

Your mercy also must conform to the necessities of the moment. Ideally you would bring defeated enemies before the proper authorities for righteous judgment, but the reality of your situation might prevent you from taking prisoners, especially if they are likely to escape or impede your greater aims. Some powerful threats simply cannot be permitted to live and potentially rise again. A momentary prayer and a coup de grace end the lives of many of your foes.


As a paladin, you were frustrated by members of that noble order who seemed oblivious to the greater good, righting specific wrongs while ignoring others. You repeatedly came into conflict with your peers, even violating your code of conduct to satisfy your sense of justice. You were finally approached by leaders of your church or a stern knight in tarnished armor, who asked how much you would sacrifice for your faith and a clean conscience.

As a gray guard, you understand that your enemies’ tactics might aid you as well. Skills that you might have disdained before, such as Bluff, Disguise, Intimidate, or even Move Silently, Hide, and Open Lock can be invaluable in your work. Feats such as Mobility, Spring Attack, and Stealthy help you get at the greatest threat and bring it down. In addition, you are ever on the hunt for items that cloak your aura of good and any other ties to your faith that your enemies’ magic might reveal.


Although your order sometimes points you toward suspected evils, you are primarily a knight-errant, doing what you can wherever you are needed. The grim few who make up your order aid you as much as they can, but their ranks are small. Primarily you can depend only on your rare allies.

As a member of an organized religion, you might be able to draw upon the resources of your church. However, you often face prejudice from those within your own order: Instead of being helpful, they treat you indifferently or worse. Those who understand and recognize your service provide spellcasting and equipment for half the normal cost, but those who distrust you might not offer aid even at standard prices.


“How’re we supposed to see the pally comin’ when ’e wears armor blacker than ours?”

—Griv “Goblin Father” Chos, unfortunate cultist guard

In any campaign featuring less than black-and-white morality, gray guards might rise from the ranks of the most devout warriors to challenge hidden evils and work toward sweeping change. Such orders give paladins the opportunity to wage war against injustice without undue worry about getting their hands dirty.


Orders of gray guards might be created as part of any lawful- or good-aligned religion that sponsors paladins. The organization of such an order might vary dramatically from faith to faith, as well as how others within their church perceive them. Some gray guards might form covert cells that parallel their church’s “legitimate” paladin orders.

A typical order of gray guards works separately from a church’s hierarchy of paladins. Though rarely hidden, the order is not discussed openly by officials of the faith. Much like inquisitors or witch hunters, gray guards are a feared aspect of the church that few care to acknowledge.

Only a few among the faith’s paladins have what it takes to become gray guards. Once chosen, they are free of the paladin’s rigid code but are still carefully watched. Churches monitor their work, knowing that such proximity to the wicked can endanger their faith. Gray guards often seek out a place of worship to confess the burdens on their souls, which they see as a sacred duty.

Gray guards have no holdings, no halls of triumph, and only the most limited rosters of duty. Among them only two ranks exist: gray guard and captain (usually a veteran of the order’s cause). The order has an unofficial hierarchy based on experience and seniority, but only a captain has direct authority over members. In such a small organization, the captain knows every knight and assigns direction as suits the personality and abilities of each. Other interests within the church (such as concerned priests and rival paladins) frequently try to influence or hinder the work of the gray guards. In order to shield them from such internal politics, gray guards are often sent far afield, with instructions to report for orders only infrequently.

NPC Reactions

Most folk assume gray guards are typical warriors or mercenaries and treat them as such. The members of a gray guard’s own faith treat him with widely differing attitudes. Many within the church see the very existence of the order as conceding to evil, the first step to becoming no better than those the faith would oppose. Those whom you would protect abhor your very existence and might even hinder you. Others understand the need for distasteful action to root out evil and can be helpful toward the order. Paladins disdain gray guards, rarely having attitudes warmer than indifferent toward them.


Characters with ranks in Knowledge (religion) can research gray guards to learn more about them. When a character succeeds on a skill check, the following lore is revealed, including the information from lower DCs.

DC 10: Gray guards are paladins who aren’t bound by a code of conduct.

DC 15: Gray guards seek out injustice in all its forms, often using the tools and methods of their enemies against them.

DC 20: Paladins often distrust them, but gray guards take their code of conduct just as seriously as other holy warriors do and violate its tenets only in the best interest of their faith.

DC 30: Characters who achieve this level of success can learn important details about gray guards in your campaign, including faiths that sponsor such orders, notable members, the areas where they currently operate, and the kinds of activities they undertake.

Servants of religions that support orders of gray guards should have little problem contacting members through church officials. Characters without such connections might be able to leave messages for gray guards in care of members of the same faith.


Gray guards are relatively easy to integrate into any campaign featuring powerful religions. The notion that such devout organizations have semisecret agents working toward their diverse causes probably doesn’t stretch the imagination. Nor does the concept that such powerful groups—no matter how pure they might appear—might resort to less than ethical means of dealing with their hated opponents.

The easiest way to introduce gray guards into your campaign is to have the PCs encounter one working toward a parallel goal. Presenting a gray guard as a potential ally gives the PCs a chance to ask questions and learn more about the order. After such an encounter, a devoted but frustrated paladin within the party might pursue membership. Alternatively, an NPC gray guard might be a rival to a PC paladin, producing interesting tension.


If gray guards don’t appeal to you as presented, you can readily convert their order to fill other niches. With their freedom to exact justice on those of any alignment, gray guards make excellent inquisitors. Such church investigators might openly enforce their faith’s beliefs, hunting down heretics, witches, or any others viewed as violating holy law. Alternatively, they might serve as church police, with the authority to seek out injustices among the devout or monitor paladins’ adherence to their code of conduct. Instead of making the gray guard a prestige class, you can adjust the paladin class to grant its features at advanced levels, representing a higher order free to right wrongs as it sees fit.

Hit Die: d10.


To qualify to become a gray guard, a character must fulfill all of the following criteria.

Alignment: Lawful good.

Skills: Knowledge (religion) 8 ranks, Sense Motive 4 ranks.

Special: Lay on hands class feature.

Special: Must adhere to a code of conduct that prevents the character from performing evil acts.

Class Skills

The gray guard's class skills (and the key ability for each skill) are Bluff (Cha), Concentration (Con), Disguise (Cha), Forgery (Int), Handle Animal (Cha), Heal (Wis), Intimidate (Cha), Knowledge (local) (Int), Knowledge (nobility and royalty) (Int), Knowledge (religion) (Int), Ride (Dex), Sense Motive (Wis).

Skill Points at Each Level: 2 + Int modifier.

Table: The Gray Guard

Level Base
Special Spells per day
1st +1 +2 +0 +2 Sacrament of trust, lay on hands
2nd +2 +3 +0 +3 Debilitating touch +1 level of existing divine spellcasting class
3rd +3 +3 +1 +3 Smite evil 1/day
4th +4 +4 +1 +4 Justice blade (chaos) +1 level of existing divine spellcasting class
5th +5 +4 +1 +4 Devastating touch
6th +6 +5 +2 +5 +1 level of existing divine spellcasting class
7th +7 +5 +2 +5 Unbound justice
8th +8 +6 +2 +6 Smite evil 2/day +1 level of existing divine spellcasting class
9th +9 +6 +3 +6 Justice blade (all alignments)
10th +10 +7 +3 +7 Sacrament of the true faith +1 level of existing divine spellcasting class
Class Features

All of the following are class features of the gray guard prestige class.

You do what needs to be done for the betterment of your cause. Your freedom to act increases as you progress in level, letting you deal with evil as few pure paladins can, yet at the same time attracting the suspicion of those you are sworn to aid and protect.

Spellcasting: At each even-numbered level, you gain new spells per day and an increase in caster level (and spells known, if applicable) as if you had also gained a level in a divine spellcasting class to which you belonged before adding the prestige class level. You do not, however, gain any other benefit a character of that class would have gained. If you had more than one divine spellcasting class before becoming a gray guard, you must decide to which class to add each level for the purpose of determining spells per day, caster level, and spells known.

Sacrament of Trust: Upon entering this prestige class, you take a vow of allegiance to your faith beyond that of any ordinary paladin. This vow grants you a measure of freedom to act on your cause’s behalf without fear of retribution should your duties require you to break your code of conduct. Dishonorable acts still cause you to lose both gray guard and paladin class features until you atone, but this infraction is considered much less severe than it would be for a paladin.

Thus, whenever you seek to atone for deeds that you willingly commit in the name of your faith but that break your code of conduct, a cleric casting an atonement spell on your behalf does not expend 500 XP as is normally required. This reprieve applies only to acts intended to further the cause of righteousness and the gray guard’s faith. No XP cost applies to a gray guard atoning after beating a confession from a heretic, for example, but the cost would have to be paid for one who started a barroom brawl.

Lay on Hands (Su): This ability is identical to the paladin class feature of the same name (PH 44). Levels of gray guard stack with other class levels that grant lay on hands to determine the ability’s total healing capacity.

Debilitating Touch (Su): At 2nd level, you learn to channel your lay on hands ability into a painful touch attack. Many gray guards use debilitating touch during interrogation, since it reduces the target’s ability to successfully bluff or resist magical effects. Using debilitating touch does not provoke attacks of opportunity. An opponent hit by this attack is sickened for 5 rounds. Using this ability costs 5 points of your daily healing allotment. A successful Fortitude save (DC 10 + your gray guard level + your Cha modifier) negates the effect.

Smite Evil (Su): Beginning at 3rd level, you can smite evil once per day. See the paladin class feature (PH 44). At 8th level, you can smite evil one additional time per day. Levels of other classes that grant the smite evil class feature stack for the purpose of determining the extra damage dealt. For example, a 5th-level paladin/5th-level gray guard delivering a smite evil attack adds 10 points of damage to the attack.

Justice Blade (Su): By 4th level, you have learned that suffering and injustice are not the exclusive province of evil. You can use your smite evil ability to instead punish creatures of chaotic alignment. Using this ability expends one daily use of your smite evil class feature and works identically in all other ways, but its effect applies only to chaotic targets. Whenever you choose to smite an opponent, you must declare whether you are using this ability to smite evil or chaos. If you accidentally smite a creature of an alignment other than that declared, the smite has no effect but the ability is still used up.

Beginning at 9th level, you can use justice blade to smite creatures of any alignment. You need not declare an alignment before making the smite attack, although if the attack misses, that use of smite is still used up for the day.

Devastating Touch (Su): When you attain 5th level, your deity shows its approval of your grim work. From this point on, you can use your lay on hands ability to make a touch attack that harms your enemies. Using devastating touch does not provoke attacks of opportunity. You decide how many points of your daily healing allotment to expend after successfully touching a creature: Each point expended deals 1 point of damage to the target. A nonevil creature is allowed a Will save (DC 10 + your gray guard level + your Cha modifier) to halve the amount of damage dealt.

Unbound Justice (Ex): At 7th level, unrestricted by your code of honor, you can employ unorthodox methods that are all the more effective because they’re unexpected. You add half your gray guard level (round down) as a competence bonus on Bluff, Disguise, and Intimidate skill checks.

Sacrament of the True Faith: At 10th level, you gain your order’s full confidence. You are granted the freedom to act on behalf of your faith as you deem necessary. Thus, you never risk losing your class abilities in the pursuit of a just cause and never need to atone for violating your code of conduct.

This trust does not grant you the freedom to act as violently or immorally as you wish, however. Release from your code of conduct depends on your acting as an exemplar of your order’s ideals. If you violate this trust by habitually acting in an immoral or corrupt manner, the leaders or deity of your faith might revoke their blessing and banish you from the ranks of the faithful (see Ex-Gray Guards, below).

Code of Conduct: As a gray guard, you are held to the same code of conduct as a paladin. You must be of lawful good alignment and must never willingly commit an evil act. You must also pledge to respect legitimate authority, act with honor (not lying, cheating, using poison, and the like), aid the needy, and punish those who harm the innocent. If you contravene your code of conduct, you must atone for the transgression or lose all class abilities from both gray guard and paladin levels. As you advance in the prestige class, this code becomes more flexible. However, its tenets still apply: You can never break your code without good reason.

Gray guards can freely multiclass between paladin and gray guard.

Ex-Gray Guards

As a gray guard, you are less at risk of permanently losing your abilities than a paladin is. You might lose them temporarily for committing dishonorable acts, but you are granted clemency for performing such deeds in the name of your faith and can atone more easily. Nevertheless, if you commit unforgivably evil acts (such as slaughtering innocents or despoiling a temple of your faith), take action that opposes your faith’s tenets, or habitually violate your code of conduct, you risk permanent expulsion from the holy order.

If at any time your deity or a jury of your faith’s leaders finds you guilty of grossly abusing the freedom of the order, you permanently lose both gray guard and paladin class abilities (including the service of your special mount, but not weapon, armor, and shield proficiencies) and can never again advance in either class. Even the atonement spell cannot restore a fallen gray guard’s abilities after he is exiled. Before a character enters this prestige class, his player and the DM should discuss and agree on what acts constitute gross abuse.

Levels of gray guard are treated as levels of paladin for the purpose of advancing in the blackguard prestige class.