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It still confuses me after having it explained to me several times: How does dual-wielding work in D&D 3.5e and what is the point of building a character around it?

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When you reach epic-level limits, you can make nearly 20 attacks –  huseyin tugrul buyukisik Aug 29 '12 at 21:18
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up vote 3 down vote accepted

When you dual-wield in 3.5e, you get one extra attack with the weapon you wield in your off-hand. But, if you attack with both weapons, all of your attack rolls in the round take a penalty. The penalty varies depending on if you have the Two-Weapon Fighting feat and the size of your off-hand weapon. The penalties are given in a chart on page 160 of the Player's Handbook. The feats Improved Two Weapon Fighting and Greater Two-Weapon Fighting give you additional extra attacks with your off-hand weapon, but those additional attacks also carry an additional penalty.

Dual wielding gives you more attacks in a round, but denies you use of a shield, so it's essentially choosing offense over defense. It favors characters who like to deal a lot of damage really quickly and then back out to avoid a counterattack.

I don't know if that's useful at all, but that's essentially how dual wielding works. Hope it helps.

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I assume the penalty never goes away completly? –  Novian Aug 27 '12 at 18:47
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TWF specifically favors PCs that get bonus damage on each attack. Fighting with a two-handed weapon also sacrifices a shield for more offense, and if most of your damage comes from strength and power attack is probably superior. Things like sneak attack, though, favor lots of attacks and thus TWF. –  starwed Aug 27 '12 at 18:51
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TWF also reduces your variance a bit more. Even if your final damage is the same, dividing your damage among a larger number of attacks means that you'll deal your average damage more reliably (as opposed to having some good days and some bad days). Also, you're swinging around two swords! –  Paul Marshall Aug 27 '12 at 20:50
    
@Novian You'd need a prestige class (namely Tempest) to completely remove the penalties, plus a feat (oversized two weapon fighting) if using non-light weapons in your off hand. –  Zachiel Oct 10 '12 at 21:30
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