Article-at-a-Glance
- Old Many Eyes[1] is a D&D 3.5 character build that fuses the Knight class with the Stonelord prestige class, creating a durable and strategic frontline combatant.
- With a focus on melee combat and defense, this build emphasizes the knight’s protective abilities and the Stonelord’s affinity with earth and stone.
- Key equipment includes the Dwarven Battleaxe, Heavy Steel Shield, and masterwork armor, with enhancements like Digging Claws Graft for added versatility.
- Strategic gameplay revolves around controlling the battlefield, leveraging stone-related abilities, and maximizing the knight’s Fighting Challenge feature.
- Party synergy is vital, as Old Many Eyes[1] can bolster allies with his defensive stance and earth elemental summons.

Level Distribution
Click on the level for more information
Level 1 Brief:
At level 1, Old Many-Eyes[1] is a sturdy Knight with high Strength, equipped with a Dwarven Battleaxe and Heavy Steel Shield. Focused on robustness and melee combat prowess, he demonstrates resilience through feats like Jotunbrud and boasts solid defenses from class features like Fighting Challenge and Knight’s Challenge.
Stat Block Level 1:
Old Many-Eyes[1]: male, Earth Dwarf Knight 1; CR 1; Medium humanoid (dwarf); HD 1d12+4; hp 16; Init +0; Spd 20 ft.; AC 18, touch 10, flat-footed 18; Base Atk +1; Grp +6; Atk Dwarven Battleaxe +5 melee (1d10+4/x3); Full Atk Dwarven Battleaxe +5 melee (1d10+4/x3); SA Fighting Challenge +1, Knight’s Challenge, Knight’s Code; SQ Dwarf traits; AL LN; SV Fort +4, Ref +0, Will +0; Str 20, Dex 10, Con 18, Int 8, Wis 10, Cha 6.
Skills and Feats:
Jump +4; Jotunbrud. Special Attacks and Qualities: Fighting Challenge allows the Knight to focus on a single opponent, boosting morale and providing bonuses to attack and damage rolls.
Possessions: Dwarven Battleaxe, Heavy Steel Shield, chainmail armor.
Level 5 Brief:
This build capitalizes on combining a Knight’s defensive and offensive prowess with the hidden strike ability from Were Snow Spider. The character can meld into stone and burst forth using spring attack tactics. Ideal for surprising foes with powerful hits.
Stat Block Level 5:
Old Many-Eyes[1]: male, Earth Dwarf Were-Snow Spider 2/Knight 3; CR 5; Medium Humanoid (Shapechanger[2]); HD 2d8+3d12+20; hp 52; Init +0; Spd 20 ft.; AC 18, touch 10, flat-footed 18; Base Atk +4; Grp +9; Atk Dwarven Battleaxe +10 melee (1d10+5) or Heavy Steel Shield +8 melee; Full Atk Dwarven Battleaxe +10 melee (1d10+5) and Heavy Steel Shield +8 melee; SA Smite (Knight’s Challenge +1), Power Attack; SQ DR 5/Silver, Entomanothropic Immunities, Entomanothropic Command, Fighting Challenge, Knight’s Code, Shield Block +1; AL LG; SV Fort +11, Ref +8, Will +4; Str 20, Dex 10, Con 18, Int 8, Wis 10, Cha 6.
Skills and Feats:
Jump +12, Weapon Finesse, Spring Attack, Mounted Combat, Improved Bullrush. Special Attacks and Qualities: Can meld into stone and surprise enemies, transforming into a snow spider form for advantageous strikes.
Possessions: Dwarven Battleaxe, Heavy Steel Shield, best armor (acquired via DMG guide), Digging Claws Graft (recommended).
Level 10 Brief:
Giant trapdoor spider ambusher equipped with Dwarven Battleaxe and Heavy Steel Shield, adept at surprising enemies and controlling the battlefield.
Stat Block Level 10:
Old Many-Eyes[1]: male, Earth Dwarf Were-Snow Spider 2/Knight 5/Stonelord 3; CR 11; Medium Humanoid (Shapechanger[2]); HD 2d8+4 plus 5d12+4 plus 3d8+16; hp 116; Init +0; Spd 30 ft.; AC 23, touch 9, flat-footed 23; Base Atk +7; Grp +12; Atk Dwarven Battleaxe +12 melee (1d10+7/x3) or Digging Claws Graft +12 melee (1d6+7); Full Atk Dwarven Battleaxe +12/+7 melee (1d10+7/x3) or Digging Claws Graft +12/+7 melee (1d6+7); SA Fighting Challenge +1; SQ DR 5/Silver, Entomanothropic Immunities, Entomanothropic Command, Stone Shape, Earth’s Blood, Meld into Stone; AL LG; SV Fort +16, Ref +4, Will +9; Str 20, Dex 10, Con 18, Int 8, Wis 10, Cha 6.
Skills and Feats:
Jump +12; Jotunbrud, Weapon Finesse, Spring Attack, Power Attack, Mounted Combat, Improved Bullrush, Endurance, Combat Reflexes. Special Attacks and Qualities: Entomanothropic Command (control lesser spiders), Stone Shape (mold stone at will), Meld into Stone (hide and wait for foes in stone).
Possessions: Dwarven Battleaxe, Heavy Steel Shield, the best armor available, Digging Claws Graft.
Level 15 Brief:
Old Many-Eyes[1] is a trapdoor spider-themed Earth Dwarf Knight with defensive and Earth-based abilities. Utilizing Meld into Stone and Giant Spider Shape, he ambushes enemies with powerful jumps and attacks, then retreats, becoming a terror in the tunnels.
Stat Block Level 15:
Old Many-Eyes[1]: male, Earth Dwarf Were-Snow Spider 2/Knight 5/Dwarf Paragon 3/Stonelord 10; CR 15; Medium Humanoid (Shapechanger[2]); HD 2d8+4 plus 5d12+20 plus 3d10+12 plus 5d8+20; hp 153; Init +0; Spd 20 ft.; AC 24, touch 10, flat-footed 24; Base Atk +13; Grp +16; Atk Dwarven Battleaxe +18 melee (1d10+7/x3) or Claw +16 melee (1d6+6); Full Atk Dwarven Battleaxe +18/+13 (1d10+7/x3) or 2 Claws +16 melee (1d6+6); SA Fighting Challenge +1, Entomanothropic Command, Summon Earth Elemental; SQ DR 5/Silver, Entomanothropic Immunities, Earth’s Blood, Earth Power, Stone Shape, Meld into Stone, Stoneskin, Stone Tell, Earth Shadows; AL LN; SV Fort +17, Ref +8, Will +9; Str 20, Dex 10, Con 18, Int 8, Wis 10, Cha 6.
Skills and Feats:
Jump +11; Jotunbrud, Weapon Finesse, Power Attack, Mounted Combat, Improved Bullrush, Endurance, Combat Reflexes, Shock Trooper, Knockback.
Special Abilities:
Earth’s Blood grants +1 Con at 8th and 12th Stonelord level, Stoneskin for damage reduction, Stone Shape and Meld into Stone for tactical movement, Summon Earth Elemental for allies in combat.
Possessions: Dwarven Battleaxe, Heavy Steel Shield, Masterwork Armor, Digging Claws Graft.
Level 20 Brief:
A terrifying Knight who melds with stone and emerges like a trapdoor spider to ambush enemies. Mixes martial prowess with unique earth-based abilities.
Stat Block Level 20:
Old Many-Eyes[1]: male, Earth Dwarf Were-Snow Spider 2/Knight 5/Dwarf Paragon 3/Stonelord 10; CR 20; Medium Humanoid (Dwarf, Shapechanger[2]); HD 2d8+4+5d12+4+3d10+5+10d8+5; hp 230; Init +0; Spd 20 ft.; AC 30, touch 10, flat-footed 30; Base Atk +19; Grp +24; Atk Dwarven Battleaxe +30 melee (1d10+10/x3) or Heavy Steel Shield +29 melee (1d3+5/x2); Full Atk Dwarven Battleaxe +30/+25/+20/+15 melee (1d10+10/x3) or Heavy Steel Shield +29 melee (1d3+5/x2); SA Fighting Challenge +1, Knight’s Challenge, Knight’s Code; SQ DR 5/Silver, Entomanothropic Immunities, Entomanothropic Command, Shield Block +1, Bulwark of Defense, Armor Mastery (Medium), Test of Mettle, Vigilant Defender, Earth’s Blood, Earth Power, Stone Shape, Summon Earth Elemental, Meld into Stone, Stoneskin, Stone Tell, Earth Shadows, Earthquake, Gravity, Craft Expertise; AL LG; SV Fort +19, Ref +5, Will +5; Str 20, Dex 10, Con 18, Int 8, Wis 10, Cha 6.
Skills and Feats:
Jump +32; Jotunbrud, Weapon Finesse, Spring Attack, Power Attack, Mounted Combat, Improved Bullrush, Endurance, Combat Reflexes, Shock Trooper, Knockback, Robilar’s Gambit. Special Attacks and Qualities: Earth-based abilities including meld into stone and summon earth elemental.
Possessions: Dwarven Battleaxe, Heavy Steel Shield, Digging Claws Graft.
Critical Milestones of Level Distribution
- Levels 1-5: The formative years where Old Many-Eyes[1] hones his battleaxe skills and learns the art of the knight’s challenge.
- Levels 6-10: Transitioning into the Stonelord prestige class, he begins to meld with the stone, gaining unique abilities like Earth’s Blood and Stone Shape.
- Levels 11-15: Further enhancement of stone-based powers, including summoning earth elementals to aid in battle.
- Levels 16-20: Reaching the pinnacle of his power, Old Many-Eyes[1] becomes a force of nature, with abilities like Earthquake and Gravity that can alter the battlefield.
Equipment Progression
| Level Range | Equipment | Details |
|---|---|---|
| Early Game (1-5) | – Dwarven Battleaxe – Heavy Steel Shield – Chainmail Armor | – Dwarven Battleaxe: 1d10 damage, critical x3. – Heavy Steel Shield: +2 AC. – Chainmail Armor: AC +5, Max Dex +2, Check Penalty -5. |
| Mid Game (5-10) | – Masterwork Dwarven Battleaxe – +1 Heavy Steel Shield – Masterwork Full Plate Armor – Digging Claws Graft | – Masterwork Dwarven Battleaxe: +1 to attack rolls. – +1 Heavy Steel Shield: +3 AC. – Masterwork Full Plate Armor: AC +8, Max Dex +1, Check Penalty -5. – Digging Claws Graft: Enhanced mobility and digging capabilities. |
| Late Game (10-15) | – +2 Dwarven Battleaxe – +2 Heavy Steel Shield – +2 Full Plate Armor – Amulet of Natural Armor +2 | – +2 Dwarven Battleaxe: Increased damage and attack bonus. – +2 Heavy Steel Shield: +4 AC. – +2 Full Plate Armor: AC +10, Max Dex +1, Check Penalty -5. – Amulet of Natural Armor +2: +2 to AC. |
| End Game (15-20) | – +3 Dwarven Battleaxe – +3 Heavy Steel Shield – +3 Full Plate Armor – Ring of Earth Elemental Command | – +3 Dwarven Battleaxe: Superior damage and attack bonus. – +3 Heavy Steel Shield: +5 AC. – +3 Full Plate Armor: AC +11, Max Dex +1, Check Penalty -4. – Ring of Earth Elemental Command: Control earth elementals, +2 bonus to saves. |
Combat Scenarios & Strategies
Dungeon Crawls: Use Bulwark of Defense to block enemies and protect allies, ensuring no foes bypass him, while allies use the space created to launch attacks safely.
Open Field: Utilize Test of Mettle to draw enemies’ attention, allowing allies to flank or cast area-of-effect spells without fear of reprisal.
Ambushes: Rely on Earth’s Blood for resilience, withstand the first wave, and then regroup with allies for a powerful counterattack.
Defensive Stands: Employ Meld into Stone to close the distance unseen, emerging near the mage to deliver a decisive strike with his battleaxe.
Urban Encounters: Use Stone Shape to create instant cover for spellcasters and archers, manipulate the environment to create barriers, and control the battlefield effectively.
Strengths & Weaknesses
| Weakness | Counters |
|---|---|
| Lower mobility due to heavy armor | – Boots of Striding and Springing: These boots increase movement speed by 10 feet, allowing for better positioning. (DMG p.250) |
| Vulnerability to magic | – Spell Resistance Gear: Items like the Amulet of Spell Resistance provide spell resistance to mitigate magical threats. (DMG p.246) – Dispel Magic: Allies ready to cast Dispel Magic can remove harmful spells. (PHB p.223) |
| Limited ranged capabilities | – Throwing Weapons: Equip throwing axes or daggers for ranged attacks. – Alchemical Items: Carry tanglefoot bags and alchemist’s fire for additional ranged options. (PHB p.128-129) |
| Dependence on equipment | – Magic Item Maintenance: Regular care and magical enhancements ensure gear is always battle-ready. – Mending Spell: Have allies cast Mending to repair minor damage to equipment. (PHB p.253) |
| Less effective in open spaces | – Strategic Positioning: Use Stonelord abilities like Stone Shape to create choke points and control the battlefield. (Complete Warrior p.84) – Environmental Manipulation: Utilize terrain to your advantage, creating barriers and using natural cover. |
Roleplaying Themes
Roleplaying is where the heart of D&D lies, and Old Many-Eyes is a character rich with thematic depth. Let’s explore the themes and opportunities for roleplay that this build provides.
- Guardian of the Depths: Embrace the role of a protector whose life is dedicated to safeguarding the underground realms.
- Stonelord’s Legacy: Delve into the ancient traditions of the Stonelord, creating a character steeped in lore and mystery.
- Beast Within: Explore the dichotomy of a knight with a bestial side, struggling to balance honor with primal instinct.
Cultural Influence & Traditions
The cultural backdrop of Old Many-Eyes[1] is as sturdy as the stone he embodies. Dwarven society, with its emphasis on craftsmanship, honor, and clan, provides a rich tapestry for storytelling and character development.
- Clan Honor: Uphold the proud traditions of your clan, reflecting them in your actions and decisions.
- Stonecraft: Incorporate the dwarven affinity for stonework into your roleplay, using it as a cornerstone of your character’s identity.
- Ancient Rites: Engage with the ancient rites and rituals of the Stonelord, adding depth to your character’s connection with the earth.
Incorporating Old-Many-Eyes into Your Campaign’s Lore
Old Many-Eyes[1] isn’t just a character; he’s a living part of your campaign’s world. Intertwine his story with the lore of the land, making him an integral figure in the unfolding narrative.
Whether he’s a fabled guardian spoken of in hushed tones or a living legend whose deeds are celebrated in song, Old Many-Eyes can leave an indelible mark on your campaign’s history.

FAQ
How do I Ensure Smooth Level Progression for this Build?
Plan your levels carefully, focusing on the synergy between the Knight and Stonelord classes. Ensure that each level up enhances the build’s core abilities and complements the overall strategy.
What are the Best Combat Tactics for Old Many-Eyes[1] in a Dungeon Setting?
Use your defensive abilities to control choke points, protect your allies, and draw enemy attention. Leverage your earth-based powers to manipulate the terrain and gain an advantage.
Can Old Many Eyes[1] be Adapted for Non-Combat Roles?
Absolutely. His earth-based abilities make him an excellent scout and excavator, while his cultural ties provide rich roleplaying opportunities.
What are the Ideal Party Compositions to Partner with Old Many-Eyes[1]?
A balanced party with ranged attackers, spellcasters, and a healer will complement Old-Many-Eyes’ frontline prowess, creating a well-rounded team capable of facing any threat.
How Can I Balance Roleplay and Combat Aspects of Old Many-Eyes[1]?
Integrate your character’s backstory and personality into combat scenarios, and let the way you fight reflect the essence of your character.
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Old Many-Eyes

There is a legend amongst the dwarves, about a boogeyman they nicknamed Old Many-Eyes. They say he was once a Dwarven Knight of renown, but that he had become a beast. He was thus fated to haunt the tunnels and eat the young dwarflings that wouldn’t go to bed.
At least, that’s how the adults tell the stories to the children. The adults, once the kids are asleep, whispered stories of half-eaten goblin trespassers by the dozen. Even entire drow armies would chose to go around the settlement to avoid a similar fate.
He was their secret guardian, and the dwarves cherished Old Many-Eyes as one of their respected elders.
But he – himself – shared a time when he needed help. It was a year or so ago, an army of duergar rolled down the tunnel with heavy warmachines. Even he couldn’t take them all alone.
That’s when a mist formed in the tunnel, and a single young dwarven lad, smelling of roses, came to his aid.
Together they pushed back the duergars. But when it was time to thank the stranger, Old Many-Eyes found it true that there are bigger predators than him stalking the darkness. As for he had turned, there was no there…
Race
Earth Dwarf
Class
Were-Snow Spider 2/Knight 5/Dwarf Paragon 3/Stonelord 10 (2 LA Buyback)
Ability Scores
Str 20/Dex 10/Con 18/Int 8/Wis 10/Cha 6
Skills
Jump
Equipment
Dwarven Battleaxe, Heavy Steel Shield, the best armor you can afford. Consider getting Digging Claws Graft.
Goal
Okay hear me out on this one. You are literally a Trapdoor Spider. With Meld into Stone, your Giant Spider Shape who can jump utterly ridiculous distances. As a result of that you are literally a giant trapdoor spider. You pop out of the ground, smack someone a hundred feet in the air, and return your walls.
You are the monster in the walls. MUHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!
| Level | Class | HD | Feat | Special |
| 1 | Knight | 16 | Jotunbrud | Fighting Challenge +1, Knight’s Challenge, Knight’s Code |
| 2 | Snow Spider | 1d8+4 | Weapon Finesse, Spring Attack | DR 5/Silver, Entomanothropi c Immunities, Entomanothropi c Command |
| 3 | Snow Spider | 1d8+4 | Power Attack | – |
| 4 | Knight | 1d12+4 | Mounted Combat | Shield Block +1, +1 Dex |
| 5 | Knight | 1d12+4 | – | Bulwark of Defense |
| 6 | Knight | 1d12+4 | Improved Bullrush | Armor Mastery(Mediu m), Test of Mettle |
| 7 | Knight | 1d12+4 | Endurance | Vigilant Defender |
| 8 | Stonelord | 1d8+4 | – | Earth’s Blood, +1 Con |
| 9 | Stonelord | 1d8+4 | Combat Reflexes | Earth Power |
| 10 | Stonelord | 1d8+4 | – | Stone Shape |
| 11 | Stonelord | 1d8+4 | – | Summon Earth Elemental |
| 12 | Stonelord | 1d8+16 | Shock Trooper | Meld into Stone, +1 Con |
| 13 | Stonelord | 1d8+5 | – | Stoneskin |
| 14 | Stonelord | 1d8+5 | – | Stone Tell |
| 15 | Stonelord | 1d8+5 | Knockback | Earth Shadows |
| 16 | Stonelord | 1d8+5 | – | Earthquake |
| 17 | Stonelord | 1d8+5 | – | Gravity |
| 18 | Dwarf Paragon | 1d10+5 | Robilar’s Gambit | Craft Expertise |
| 19 | Dwarf Paragon | 1d10+5 | – | +30ft. Darkvision |
| 20 | Dwarf Paragon | 1d10+45 | – | +3 Con |
Shapechanger

-“What happened to her after you defeated the beast?” Asked one of the kids, the old man across from them gave a mild chuckle, their curiosity always bringing a smile to him. He scratched his chin slowly, collecting his thoughts as the fire cracked in the fireplace. The whole inn was listening to the half-elf’s story now.
-“Well, as well traveled as I am, there were many things I could teach her, I could teach everything about listening to nature, how to hunt beasts and how to recognize plants and prints. Though, as with all teachers, there were some things I could never teach her. How to be a beast, as she already was, being a werewolf and all. She wanted to learn to better control and use that part of her. So she left too, eventually, in search of the Lady of the Woods.”
There were whispers in the inn when that name came out of the storyteller’s mouth. The traveling woman pulled out a smoke pipe and started cleaning it, and prepared some dried herbs. The half-elf continued unfazed.
-“The Lady is said to be as old as the forest, and its most ancient guardian, capable of taking the form of all the beasts who walk its depths. From the smallest insect to the most majestic dragon, she is one with each of these forms. If someone could teach our young wolf lady how to control her inner beast, it was the Lady.”
Race
Changeling
Class
Wildshaping Ranger 5(Variant)/Master of Many Forms 10/Nature’s Warrior 3/Warshaper 2
Ability Scores
Str 12/Dex 16/Con 16/Int 10/Wis 14/Cha 8
Skills
Knowledge(Nature) 8, Knowledge(the Planes) 2, Survival 8
Equipment
A shortbow, a Shortsword. Any light armor.
Goal
You are a ranger capable of Wildshaping like the druid. But you take that ability and crank it to eleven. You have more than ten uses per day, can change your form in the same use of wild shape, and can take nearly any form in the monster manual. This makes you a fantastic swiss army knife of a character, with a form for every situation, and by gaining the Extraordinary abilities of your forms, your toolset only expands even more. Take the form of a fly to spy on a conversation or the form of a friggin’ Dragon to fight virtually any enemy as two examples.
And they say only Tier 1 characters have a backpocket plan for any situation…
| Level | Class | HD | Feat | Special |
| 1 | Ranger | 11 | Track, Weapon Finesse | Wild Empathy, 1st Favored Enemy, Fast Movement |
| 2 | Ranger | 1d8+3 | – | – |
| 3 | Ranger | 1d8+3 | Endurance, Alertness | – |
| 4 | Ranger | 1d8+3 | – | Animal Companion, +1 Con |
| 5 | Ranger | 1d8+3 | – | Wildshape 1/Day, 2nd Favored Enemy |
| 6 | Nature’s Warrior | 1d10+9 | Improved Toughness | Nature’s Weapon, Wildling |
| 7 | Master of Many Forms | 1d8+4 | – | Shifter’s Speech, Improved Wildshape 2/Day, Humanoid |
| 8 | Master of Many Forms | 1d8+12 | – | Improved Wildshape 3/Day (Large), Giant, +1 Con |
| 9 | Master of Many Forms | 1d8+5 | Improved Initiative | Fast Wildshape, Improved Wildshape 4/Day, Monstrous Humanoid |
| 10 | Master of Many Forms | 1d8+5 | – | Improved Wildshape 5/Day(Tiny), Fey |
| 11 | Master of Many Forms | 1d8+5 | – | Improved Wildshape 6/Day, Vermin |
| 12 | Master of Many Forms | 1d8+5 | Combat Reflexes | Improved Wildshape 7/Day (Huge), Aberration, +1 Con |
| 13 | Master of Many Forms | 1d8+5 | – | Extraordinary Wildshape, Improved Wildshape 8/Day, Plant |
| 14 | Master of Many Forms | 1d8+5 | – | Improved Wildshape 9/Day(Diminutiv e), Ooze |
| 15 | Master of Many Forms | 1d8+5 | Robilar’s Gambit | Improved Wildshape 10/Day, Elemental |
| 16 | Master of Many Forms | 1d8+21 | – | Evershifting Form, Improved Wildshape 11/Day (Gargantuan), Dragon, +1 Con |
| 17 | Warshaper | 1d8+6 | – | Morphic Immunities, Morphic Weapons |
| 18 | Warshaper | 1d8+42 | Stand Still | +4 Str, +4 Con |
| 19 | Nature’s Warrior | 1d10+8 | – | – |
| 20 | Nature’s Warrior | 1d10+8 | – | Water’s Flow, +1 Con |
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