I'm the DM of our group with several player characters, and often there are NPCs with the party as well (partly because the party really likes persuading friendly creatures to come join them, and partly since it helps things go more smoothly as the group is generally smaller than recommended by the published adventure we're using).

Usually, the NPCs that are going along with the party are even mostly controlled by the players at the table, particularly during combat, but it's not quite them just "playing more than one character" as the specific NPCs that go along with the party often tend to change over time. (An NPC helps the characters accomplish the objective that that particular NPC wanted them to do, but then once it's done they're not as interested in continuing with whatever the party is doing next, but then some other NPC may or may not join them in accomplishing their next objective.) But then sometimes, one or more NPCs may stick around with the party for quite some time, depending on what makes sense for the character and the story.

When the party completes an encounter and thus gains some Experience Points, NPCs share in the XP awarded, per the DMG entry on Experience Points (p. 260):

When adventurers defeat one or more monsters—typically by killing, routing, or capturing them—they divide the total XP value of the monsters evenly among themselves. If the party received substantial assistance from one or more NPCs, count those NPCs as party members when dividing up the XP. (Because the NPCs made the fight easier, individual characters receive fewer XP.)

That makes sense at a high level, but then once the NPCs have earned some experience points, what do they do with them? The rules for PCs and the rules for NPCs seem to be quite different, and there isn't a concept of "levels" or a "starting amount of XP" that an NPC has. At some point should I decide that they've earned enough XP and "level them up" in some fashion, such as changing a Guard's stat block to that of a Scout or Thug or something? Do they start gaining "real" class levels and abilities at some point? Or do they just become part of the denominator when dividing encounter XP but NPCs have no use for it and it's not even worth tracking?

Obviously, I can just make up whatever answer makes sense for the particular character and story of the campaign, but I'd love to know if there was any recommended or standard approach.


8 Answers 8


NPCs might gain experience points and levels, if the DM wants to keep track of that. There's no inherent reason they cannot do so. It depends on whether this is a one-shot for the NPC, or whether he might be a recurring character. Also it depends on the level of detail and amount of work the DM wants to do.

I try to build and run my NPCs as much like PCs as possible, and I do track their experience and levels if they are recurring people (as either allies or opponents). If they are just single-shot, disposable allies (or opponents), I don't bother. But I find it adds both realism, and good challenges for the players, if the NPCs change and grow (and learn, both from and about the party).

It can vary, even in the same party. As a player, in one long-term adventure, our party of 3 PCs had acquired quite a selection of allies, with several groups from each of several sources. Plus an NPC we had rescued. The rescued NPC we treated as a full party member, with the DM's consent, and we tracked her experience and levels. She also got death saves when knocked to 0 hp, and other such perks normally accorded to PCs. Most of the other NPCs were not so tracked, having been created as types from the MM such as "thug", "archer", etc. They remained constant and somewhat faceless, and died when knocked to 0 hp.

The DM gets to decide all of that. In my world, even the monsters get death saves and might survive if left unconscious.

How I handle any given NPC is a mix, depending on the importance of the NPC. I will often build a BBG, or a major recurring ally of the party, completely as a PC, and have him make his plans, and level him up as I go just like a PC, to keep pace with the PCs power and the needs of the story.

His main henchmen might be started with an NPC stat block from the MM or Volo's Guide, and I assign them an appropriate level and xp amount, and if they survive a while, I'll add capabilities and level them up from there, using the same progression as PCs. The NPC stat blocks have a few shortcuts and simplifications, but they aren't very different from a PC build of the same level.

Likewise for enemies that aren't the main bad guys, but may end up hanging round for a while. The party recently handled a problem with an orc tribe harassing some towns. The village had been built normally, with a War Chief, a Tanarukk, and 3 Eyes of Gruumsh, all on Giant Boars; 6 Orogs on regular boars, and about 70 Orcs, all according to the monster stat blocks. The party attacked them a few times and weakened them, but then had to go deal with something else. In this case, the party came back in a couple of weeks to finish the job, so the only changes to the orc village were some weapons and tactics, and the addition of a couple of Minotaurs that the Tanarukk had recruited (being of the same religion and all). But if the party had not come back soon, I would have had the orc village starting to train up, and the leaders level up, and them try to find some more new allies, in response to having been attacked by the party.

Lower level grunts I'll just use Thugs or whatever, and leave them at that.

For the leader types, I'll often roll them a couple magic items, as per the table on p.38 of the DMG for starting a PC at higher level. Magic items are more interesting, and better earned, if you have to face them first before you can get them.

This does get more complicated if the bad guys are not PC types. For example, my current campaign features a Hobgoblin Warlord, with a couple Devastators and a few Iron Shadows, as well as an allied rogue Mind Flayer Arcanist. For all of these, I started with the Monster stat blocks. For the Warlord, Devastators, and Mind Flayer, I am tracking experience, and leveling them up as we go to keep a couple levels ahead of the party (which is currently 8 PCs of 6th level). I may start tracking and leveling the Iron Shadows soon as well, if the party decides to pursue one of the other plot lines for a while, and gains some power and levels in the process.


NPCs do not gain from earned experience points

The first part of the section on Experience Points (DMG p.260) says:

Experience points (XP) fuel level advancement for player characters ...

The entire section is about awarding XP to PCs: NPCs do not have levels, cannot advance in them and don't have a use for the XP they gain.

As written: they just become part of the denominator when dividing encounter XP but NPCs have no use for it and it's not even worth tracking.

If you want to house rule NPC advancement then it's your house rule and you can do it however you want.

If it were me, I wouldn't create an XP system for NPCs because NPCs are not designed for it - I would simply give them new abilities and/or change their "type" as and when it seemed appropriate. However, from personal experience, I had an NPC accompany the party from level 4 to level 9 and she remained a valuable ally throughout despite never changing in ability (personality changed - she eventually felt sorry for murdering the bard's girlfriend but not so much that she told him).

  • \$\begingroup\$ Interesting in that other sections of the rules explicitly or implicitly apply to PC's, NPC's, and monsters. \$\endgroup\$
    – Kirt
    May 22, 2022 at 17:34

NPC Party Members Earn XP

Referring to the Dungeon Master's Guide, first printing, December, 2014, page 92 confirms:

Any NPC that accompanies the adventurers acts as a party member and earns a full share of experience points.

If the NPC in question has a character class, the answer to your question is simply that he or she gains levels just like a PC.

In the example you give of a thug, the DM will need to decide how to handle advancement. Previous editions of this game have had a concept of NPC classes which are weaker version of the PC classes. The DM could invent a Thug class advancement track, maybe assuming since they start as a 5d8 creature that they are assumed to be 5th level, and when they have enough XP to make 6th get another d8 of hit points. If this is a well-loved NPC perhaps it learns from the PC who hired it and multiclasses to add a level of wizard or whatever.

It's worth remembering that the DM, according to the DMG, page 4:

interprets the rules and decides when to abide by them and when to change them.


Officially, of course, NPC's don't get experience or levels or otherwise change over time in any systematic way. But that's boring. So in practice, it depends how important they are. Most NPC's don't need XP - if you want them to get a little stronger over time, you can just add a few hit points or a stat bump or whatever seems appropriate.

However, in some cases it's worth it to go deeper. For example, in HotDQ, there's a minor NPC,

a sympathetic young stablehand named Wump.

As I was preparing the adventure, I took a shine to him and created a character sheet for him based on a custom NPC "Expert" class (basically like the commoner, but with Expertise in one skill, in this case Animal Handling.) I put him at level 3 (which conveys no benefits but HP) so in case combat came up, he wouldn't die instantly but would still be more of a liability than an asset.

My players were also quite fond of him and involved him in their hijinks while they were there. The Paladin eventually took him along as a squire of sorts, and after some adventures had happened, I ruled that he'd gained enough experience to take his first level in a PC class. (This relates to the fact that when I run DND, most NPC's simply never reach level 1 - even starting PC's are exceptional.) From then on it was relatively normal advancement, with the exception that he didn't gain any HP until he had "caught up" to his starting total based on his new class.

Even if you don't go that far, many entries in the Monster Manual do effectively have levels. In previous editions, a monster's "level" was its number of Hit Dice, and there were explicit NPC classes (Commoner, Aristocrat, etc.) 5e officially doesn't do this, but you can still sense that going on behind the scenes when you look at entries that say "So-and-so is a 9th-level spellcaster with Wisdom as their spellcasting attribute" - they're constructed basically according to the rules, including having ability scores and proficiency bonuses rather than totally arbitrary stats, so if you want one to gain a level you can just give it an additional Hit Die, additional spells if applicable as appropriate for the new caster level, additional proficiency bonus if appropriate, etc. (Keep in mind the difference between CR and level, and also the fact that monsters frequently have more Hit Dice and attacks per turn than equivalently powerful PC's to make up for the lack of class abilities.) See the DMG chapter on designing new monsters for more insight.

If you're really into this concept, I'm pretty sure Volo's Guide to Monsters has explicit guidelines for converting arbitrary NPC's and monsters into PC's (which you could use instead to keep them as NPC's while allowing them to gain levels.)


I tend to bring in PC-NPCs, which are simply PCs that I control as the DM; however, from time to time there have been standard NPCs (from Monster Manual or other sources) that have been around long enough to earn XP.

I use their CR as a basis and let the "level up" similar to a PC but the only real change is in their proficiency bonus - it's not perfect so you may need to tweak the values if the NPC hangs around for a while, but it works in the short term and gives the NPC some growth room during a long adventure or campaign.

You could also give them a feat or ability increase as a "level up" bonus.

  • \$\begingroup\$ These are often referred to as DMPC's \$\endgroup\$
    – Kirt
    May 22, 2022 at 17:35

NPCs can gain experience points and can have class levels to spend them on

First, as pointed out in Tuorgs's answer (DMG p.92):

Any NPC that accompanies the adventurers acts as a party member and earns a full share of experience points.

Second, NPCs, whether classed or having a monster stat block, can gain levels in PC classes (DMG p. 92):

When you give an NPC game statistics, you have three main options: giving the NPC only the few statistics it needs, give the NPC a monster stat block, or give the NPC a class and levels.

If the NPC has a class and levels, you can just use the XP to advance them in their class.

If the NPC uses a monster stat block, you can add class and levels to it; (DMG p. 283, Monsters with Classes):

You can use the rules in chapter 3 of the Player's Handbook to give class levels to a monster. For example, you can turn an ordinary werewolf into a werewolf with four levels of the barbarian class (such a monster would be expressed as "Werewolf, 4th-level barbarian").

Start with the monster's stat block. The monster gains all the class features for every class level you add, with the following exceptions:

  • The monster doesn't gain the starting equipment of the added class.
  • For each class level you add, the monster gains one Hit Die of its normal type (based on its size), ignoring the class's Hit Die progression.
  • The monster's proficiency bonus is based on its challenge rating, not its class levels

The NPCs in Appendix B of the MM are monsters, so you can add class levels to them. Once they have levels, you can have them spend the XP they earn to advance in them.

Unfortunately, there is one challenge for this last approach: PCs need 0 XP for level one. So when do you add the first level of the class? The rules do not provide guidance how to handle this, and you will need to come up with a ruling for it.

  • One way could be to wait until they have enough XP to advance to level 2 in the class chosen, and then directly add two class levels.

  • Another way would be to advance them to first level after earning a given number of XP, for example 100, or after they assisted successfully in one adventure or larger part of an adventure.


Because you have recurring NPCs and sometimes they even get run by other people in the group when you level the NPCS up, I would try to make sure you spent their points/money on improving the skills or buying better loot that could assist the PCs more.

  • 1
    \$\begingroup\$ Have you run things this way? Has it helped mitigate the problem the OP is facing? \$\endgroup\$
    – Jason_c_o
    Aug 21, 2018 at 7:46

Divide NPCs into two types: Standard and Cardinal NPCs

(or whatever terminology works for you)

Standard NPCs have a basic statblock like any NPC farmer, random traveler, barkeep, or king. No big deal.

Cardinal NPCs are statted out full-on character sheets with levels, and can earn XP (though I prefer to give them milestones for simplicity) like the rest of the party. You might consider the guest characters on Critical Role in this light. They're basically NPCs with full sheets.

I try to keep such NPCs a level or two behind the party unless they are villains or there is some need for them to be as strong or stronger story-wise. Most of my main arc-villains (as in villains for a plot arc; I'm not misspelling 'archvillain' here) are full-sheet Cardinal NPCs. This works out great for my group, as the NPC just slots in alongside the rest of the party.

To avoid the DM-PC issue, these helpers are never going to take the spotlight, are always lower-level than the party, and are there temporarily for story purposes. With villains, they gain power at roughly 1/3 to 1/5 the rate of the party, because it's fun to grow in power, surpass the foe, and defeat him.

I've always had a problem with the idea that the PCs are mechanically different from anyone else in the world at base. Levels, races, and classes may differ, but the line between NPC and PC shouldn't be a mechanical distinction (even though it explicitly is in D&D, a design point I dislike.) This sort of thing lets the GM get away with unfair power combinations and other capabilities unavailable to the PCs for no good reason other than DM fiat and metagamey balance considerations. If it's unbalanced for the PCs, it's unbalanced for the NPCs too.


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