Prestige Classes


"I am your worst nightmare. Sleep no more, for I await you in your dreams."

-Lukaas Duskwhisper, nightmare spinner

Dreams come to all sentient creatures, and some of those dreams are dark enough to frighten the heartiest of souls. The nightmare spinner can reach into the darkest recesses of the mind, draw forth his victim's nightmares, and make them seem all too real. He wields fear as his weapon and uses it to cut down even the mightiest opponents. It is irrelevant whether his magic produces real threats or not; they are real enough to his victims.


Because the nightmare spinner relies heavily on illusion magic, illusionists are drawn to this prestige class. Sorcerers are also excellent candidates, since a high Charisma score keeps the save DCs high for many of the class features. However, generalist wizards, wu jen, and even some bards find the path of the nightmare spinner attractive. Taking a few levels of rogue or bard can help a character meet the skill requirements more easily, but doing so tends to delay entry into the class because it takes longer to achieve the spellcasting requirements. Assassins can make good use of the class, but their spell lists are too restrictive to meet the prerequisites without a few levels of some other arcane spellcasting class. Because of its extensive use of fear, most good-aligned spellcasters shy away from it, but neutral and evil characters see great value in playing on the fears of their victims.


You have plumbed the mind's darkest recesses and learned to manipulate the fears that reside there. This experience taught you that all thinking creatures can know fear. All you have to do is find the right trigger, and you can stop nearly any intelligent creature in its tracks or even slay it outright, whether the threat you create is real or not. People shun you because of the tales your previous victims have spread about your power, but you do not care. Fear is just as good as respect and much easier to obtain.

Those who know how to manipulate the stuff of nightmares band together in a secret organization known as the Dark Dreamers. Your association with this organization aided you in discovering new ways to use your powers both in and out of combat and provided you with invaluable training. Few people even know that such an organization exists, and its members prefer to keep it that way. Thus, you never speak of the Dark Dreamers except to others you know to be members.


Your best tactic in combat is to hit hard and early. Try to use spells that affect a large number of creatures - such as color spray, scare, and fear - first. You can also use your inspire fear ability to impair the combat ability of multiple opponents. Once you have disabled the less threatening foes, you can go after the survivors with higher-level spells such as phantasmal strangler, eyebite, and phantasmal killer.


Your interest in the darker kinds of illusions eventually led you to speculate on the nature of fear and its effect on both the mind and the body. Eventually, you realized that fear is most effective when drawn from the blackest recesses of the victim's mind - the part that spawns nightmares when the conscious mind is resting. Your experimentation with the portion of the mind where fear resides eventually caught the eye of an experienced nightmare spinner, who challenged your power. It was then that you first knew fear yourself and realized even more profoundly how great a weapon it could be. So you sought out your attacker and asked for his secrets, and he led you to the secret place where the Dark Dreamers meet.

Your attacker became your mentor and taught you how to vanquish your own fear and walk unhindered in the land of nightmares. Your excursions there brought you face to face with horrific images from people's minds. This experience taught you how to pull such images from your foes' innermost thoughts and turn them to your advantage. The organization requires little from you, except your promise to maintain its secrecy and your contributions to its library of dream lore.

As you progress in your studies of the nightmare world, be sure to maintain maximum ranks in Concentration and keep your Charisma score as high as possible so that you gain the greatest benefit from your class features as well as your Bluff and Intimidate skills. Dodge and Mobility are excellent feat choices if your Dexterity score is high enough, since your combat skills are relatively poor. Spell Focus (enchantment) is a good choice as well, since enchantment spells are useful for further blurring a victim's perceptions.


The Dark Dreamers are your best resource for advice and nightmare lore. As a member, you're entitled to reside in any of the secret hideaways the Dark Dreamers maintain for as long as you wish, provided that you help to advance the organization's agenda by taking on special missions during your stay. The organization also makes illusion-related magic items available to its members at 75% of normal cost.


"Just looking at him made my skin crawl. I could see my worst nightmares in his cold, dark eyes."

-Jendra Zorbell, paladin of St. Cuthbert

A nightmare spinner makes an excellent foe for PCs. He can appear as a lone villain, or he can be encountered while on a mission to extract information or promises from an important political figure by threats and torment. Alternatively, a nightmare spinner could be an interesting ally for a PC party involved in a covert mission of any sort, since his illusion power coupled with his ability to inspire fear can help a party penetrate a fortress or other fortified location.


The organization known as the Dark Dreamers was founded by Ranseul Vaadri, an enigmatic illusionist who first delved into the power of illusions drawn from nightmares. Ranseul eventually disappeared, leaving no trace - except that his followers occasionally claim to see him in their own nightmares, horribly twisted and melded into the forms of their own private fears. This anecdotal evidence led sages to speculate that he was eventually drawn bodily into the nightmare realm he visited so frequently. No one knows his fate for certain.

After Ranseul disappeared, the Dark Dreamers fragmented into small cells in various cities. Each of these cells developed a separate identity over the years, and they are now only loosely connected with one another. The cells operate much like a terrorist organization - individual members know only their own immediate superiors, and those in the higher echelons know only one or two other leaders. The organization might be small in numbers, but it is vast in scope.

The leader of the Dark Dreamers is known as the nightmare master. No single cell claims him as a member, and he does not physically visit any of the organization's hideaways. He communicates with his underlings only through dreams. Below the nightmare master are six dream stalkers, who visit the leaders of the various cells both in person and through the dream world. The leader of an individual cell, known as its night mage, manages all the cell's operations in the local area, acting on orders from above and pursuing his own agenda as well. Should those two goals ever conflict, the orders from above must prevail, or the night mage mysteriously disappears. Conflicts are rare, since night mages do not receive specific instructions from the dream stalkers. Evidently, the nightmare master is content to allow the organization to operate in a fragmented manner.

Below the night mage are several phantasms, who pass along orders to individual members. Each phantasm oversees no more than five nightmare spinners, and no more than six phantasms ever operate in a single cell.

Typically, nightmare spinners are encouraged to do as they will and adventure as much as they please. Occasionally, however, the phantasms ask them to use their powers against a specific individual to coerce him or her into certain actions. The fear that a nightmare spinner can inspire is usually sufficient to ensure compliance, but he can also threaten his victims with death from phantasmal killer and phantasmal strangler spells if spirited resistance is encountered.

Promotion within a cell is based on merit. No one is certain of the method used to choose new dream stalkers, phantasms, or night mages. Rumors persist of such authority being granted through dreams.

NPC Reactions

Most people have never encountered a nightmare spinner and don't even know they exist. The uninformed treat nightmare spinners with indifference, although their general attitude and demeanor can arouse suspicion. Those who know the power of a nightmare spinner are hostile to members of the class.


Characters who have ranks in Knowledge (arcana) or the bardic knowledge ability can research nightmare spinners to learn more about them. When a character makes a successful skill check or bardic knowledge check, read or paraphrase the following, including the information from lower DCs.

DC 10: Some spellcasters can reach into your mind and pull out your worst nightmares.

DC 15: A nightmare spinner is a specialist in illusion and fear magic.

DC 20: Nightmare spinners know no fear and can inspire terror in others.

DC 30: Characters who achieve this level of success can learn important details about a specific nightmare spinner in your campaign, the areas where he operates, and the kinds of activities he undertakes.

PCs in search of a nightmare spinner have a difficult task. Some wizards and sorcerers know of these spellcasters, but most are hostile toward anyone asking for them. However, a character who asks a neutral or evil spellcaster for information and makes a successful DC 20 Gather Information check will be contacted by a member of the nearest Dark Dreamers cell within 1d4 days.


Nightmare spinners are relatively easy to incorporate into a campaign. Since they operate covertly, a lack of prior contact between them and the PCs is not unusual.

Nightmare spinners are great choices for players who enjoy characters with a darker edge. Because this character operates more or less on the fringes of society and interacts with others through threats and illusions, he makes an interesting addition to a party - rather like a magic enforcer. If you have a nightmare spinner among your PCs, be sure to give him plenty of intelligent foes against which he can use his signature abilities.


The nightmare spinner class is designed as an illusion specialist, but it could work just as well with an enchantment specialty, since most spells from that school are also mind-affecting. Such a character probably would not have an evil bent, and the class abilities could be modified to allow him to charm or dominate creatures that are usually immune to such spells.

Sample Encounter

PCs might encounter a nightmare spinner who is in competition with them to acquire a particular magic item with illusion powers. Alternatively, they might be called to investigate if a powerful merchant or public figure suddenly begins acting out of character, only to discover that a nightmare spinner is threatening her.

EL 14: Lukaas Duskwhisper (LE male human bard 2/illusionist 7/nightmare spinner 5) is a sadist who delights in terrorizing wizards and making their spellbooks his own. He has been sent by the Dark Dreamers to gain the cooperation of the king's advisor in an upcoming territorial dispute. He has been tormenting the man nightly with gory illusions and daily with his inspire fear ability. He whispered to the man in his sleep that he will die horribly if he does not advise the king to let the opposing side have the disputed territory. The PCs encounter Lukaas while they are standing watch over the advisor in his chamber.

Hit Die: d4.


To qualify to become a nightmare spinner, a character must fulfill all of the following criteria.

Skills: Bluff 4 ranks, Intimidate 4 ranks, Sense Motive 4 ranks.

Spellcasting: Ability to cast 3rd-level arcane spells; ability to cast at least one fear spell and at least one mind-affecting illusion spell.

Class Skills

The nightmare spinner's class skills (and the key ability for each skill) are Bluff (Cha), Concentration (Con), Decipher Script (Int), Diplomacy (Cha), Intimidate (Cha), Knowledge (all skills, taken individually) (Int), Profession (Wis), Search (Int), Sense Motive (Wis), Spellcraft (Int).

Skill Points at Each Level: 4 + Int modifier.

Table: The Nightmare Spinner

Level Base
Special Spellcasting
1st +0 +0 +0 +2 Bonus spells, immunity to fear, inspire fear
2nd +1 +0 +0 +3 Nightmare phantasm +1 level of existing arcane spellcasting class
3rd +1 +1 +1 +3 Spirit chill +1 level of existing arcane spellcasting class
4th +2 +1 +1 +4 +1 level of existing arcane spellcasting class
5th +2 +1 +1 +4 Deadly nightmare +1 level of existing arcane spellcasting class
Class Features

You study the depths of the mind, placing particular emphasis on fear and perception. You understand how fear can paralyze the mind and how thinking creatures often deceive themselves, even when their senses and instincts would otherwise serve them well.

All of the following are class features of the nightmare spinner prestige class.

Spellcasting: At each level beyond 1st, 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 an arcane 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 arcane spellcasting class before becoming a nightmare spinner, you must decide to which class to add each level for the purpose of determining spells per day, caster level, and spells known.

Bonus Spells (Ex): If you normally prepare spells, you can prepare and cast one additional illusion spell per spell level each day. This ability works just like (and stacks with) a specialist wizard's extra school spell.

If you don't need to prepare spells, you gain one extra spell slot per spell level, which can be used only to cast an illusion spell.

Immunity to Fear (Su): Beginning at 1st level, you gain immunity to all fear effects.

Inspire Fear (Su): As a standard action, you can create a mind-affecting fear effect that makes a living creature within 30 feet ill at ease. The target becomes shaken for a number of rounds equal to your nightmare spinner class level; a successful Will save (DC 10 + your class level + your Cha modifier) halves this duration.

You can use this power a number of times per day equal to 3 + your Cha modifier. Multiple uses of this ability on the same creature don't stack.

Nightmare Phantasm (Su): Beginning at 2nd level, when you cast a figment or glamer spell, you can choose to weave a thread of nightmare phantasm into it as a free action. The spell gains the phantasm descriptor. Each time any enemy attempts a Will save to disbelieve the affected illusion spell, a tiny portion of the spell transforms into a phantasm effect that targets that enemy. The enemy becomes shaken for 1 round (no save). This ability has no other effect on the original spell's duration or effectiveness.

You can use this ability a number of times per day equal to 3 + your Cha modifier. No creature can be affected by your nightmare phantasm ability more than once in a 24-hour period. This is a mind-affecting fear effect.

Spirit Chill (Su): Beginning at 3rd level, creatures affected by a fear effect you cause (whether by a spell, class feature, or other effect) take nonlethal damage as well, depending on the potency of the fear created. Any creature that is shaken takes 1d6 points of nonlethal damage. A creature that becomes frightened takes 2d6 points of nonlethal damage, while a creature that becomes panicked takes 3d6 points of nonlethal damage.

Deadly Nightmare (Su): At 5th level, you can create a mind-affecting fear effect that can make a living creature literally drop dead. You can target one living creature within 30 feet of you, which must succeed on a Will save (DC 10 + your class level + your Cha modifier) or literally die of fright. Even if the save succeeds, the subject is panicked for 1 round. Any creature whose Hit Dice exceed twice your character level is unaffected by this power. This is a mind-affecting fear death effect.

You can use this power three times per day.