It's early days yet of Queen of the Spiders (1986), but in converting the classic module for use in my campaign, I've already hit a snag. Here's the plot point, quoted for your reading pleasure:

The party has been set up once again [n.b. This is the third time!], but this incident is not what they might think. The newcomers [to the inn where the PCs are dining] are actually members of the city guard. [And, by the way, there are twenty of them!] Tipped that a dangerous fugitive could be found on the scene, they have come bursting in. However, just before they appeared, a hidden magic-user (an agent of the slave lord) cast a phantasmal force about them, disguising them as the PCs' nemesis. The magic-user hopes that the PCs attack, of course, and maintains the illusion only until they do so. (7)

(You don't need to tell me that the phantasmal force spell doesn't actually work that way—this is freakin' Gygax (re)writing this adventure! It works like he says it works, darn it.) Anyway, there should be a 3.5 spell or a magic item that can accomplish what the adventure demands—changing the appearances all at once of a group of 20 creatures without the group realizing that any of their number have had their appearances changed—, but I can't find it.

The lowest-level spell I can find that gets close is the 5th-level Sor/Wiz spell seeming [illus] (Player's Handbook 298) that can change a group's appearance without its permission, but the spell seeming—as other similar higher-level spells also apparently do—still leaves each group member cognizant of his own and other group members' changed appearances, therefore ruining the plot.

Is there a way to simulate the effect the adventure demands using the 3.5 rules, or must this magic-user have researched an original greater veil spell? (The spell veil being already pretty much greater seeming.) Almost anything short of epic spells is available here: the magic-user can be a psion or shadowcaster or whatever if that's what it takes, or the magic-user could possess a ridiculous magic item that allows him to employ the needed effect. (The PCs aren't supposed to be fighting the magic-user but, instead, the involuntarily disguised folks; the magic-user's just going to leave once the battle starts. I simply want to be able to explain how the magic-user perpetrated the ruse after its revealed.)

Note: While I agree with answers that would have official spells like those mentioned in the question create maybe 1 round of disarray, I also figure at least one of the twenty subjects will almost immediately notice that his friends just changed appearances and tip off those who don't notice, ending any conflict with the PCs and seeing the subjects withdraw to determine what other effects this sinister magic may have had. I'd prefer this complicated scheme to create disarray that lasts longer than 1 round.

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    \$\begingroup\$ While the original is about changing the appearance of the guards, would it work for you if the magic-user changed the perception of the PCs? That is, if everybody saw guards except for the PCs (and maybe the lucky PC who resisted the spell)? It seems it would make it easier for guards to see themselves as guards this way... \$\endgroup\$ Commented Jun 25, 2018 at 18:07
  • \$\begingroup\$ @MatthieuM. An effect like that would still have to work, though, and the PCs are extremely adept at succeeding on saving throws. If used against the guards, I can just say that the guards all failed their Will saves. (Or that the magic-user disappeared the ones that succeeded.) I can't do that to the PCs. If there's way to alter the PCs' perceptions automatically — allowing no save — then that's absolutely legit, and I am wholly on board. \$\endgroup\$ Commented Jun 25, 2018 at 18:20
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    \$\begingroup\$ Not an answer, but if the guards are to fail their saving throws, perhaps some kind of Mass Suggestion could convince them, that the effect of Seeming is actually their valid disguise. \$\endgroup\$
    – burlap
    Commented Jun 26, 2018 at 21:03
  • \$\begingroup\$ @burlap Yeah, that combined with maybe even polymorph are my grudging alternatives, really. ("To capture the rapscallion," says the magic-user convincingly, "you'll all need the perfect disguise!") (You may want to make that an answer.) \$\endgroup\$ Commented Jun 26, 2018 at 21:14

4 Answers 4


The Screen spell seems to be what you are looking for from the one time I have seen it in use. Here is the description:

This spell combines several elements to create a powerful protection from scrying and direct observation. When casting the spell, you dictate what will and will not be observed in the spell’s area. The illusion created must be stated in general terms. Once the conditions are set, they cannot be changed.

Attempts to scry the area automatically detect the image stated by you with no save allowed. Sight and sound are appropriate to the illusion created.

Direct observation may allow a save (as per a normal illusion), if there is cause to disbelieve what is seen. Even entering the area does not cancel the illusion or necessarily allow a save, assuming that hidden beings take care to stay out of the way of those affected by the illusion.

I think this will achieve the effect you are looking for.

  • \$\begingroup\$ The problem is that the guards can see each other and know that they are under an illusion. If that wasn't a problem the much lower level Seeming spell would work fine. \$\endgroup\$ Commented Jun 25, 2018 at 19:01
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    \$\begingroup\$ Wow. Those Player's Handbook examples for the screen spell are so remarkably unhelpful that I honestly can't tell if the spell would work for my purposes or not! And, man, screen is crazy just in its header: its area is enormous and it can't be dismissed and it lasts 1 day and it has a casting time of 10 min. (so it can't be quickened). Legacy spell, thy name is screen. I hope you can expand on this answer; I like the suggestion, but I'm not super confident I can convince my (totally good-natured) rules-lawyer players that the spell can do what I need it to do! \$\endgroup\$ Commented Jun 25, 2018 at 19:09
  • \$\begingroup\$ You dictate the spell's area as the inn itself. Since the encounter dictates that the guards are bursting in (presumably through the front door), they won't be under the spells effect until they step into the inn and won't immediately notice. \$\endgroup\$
    – Typer525
    Commented Jun 25, 2018 at 19:16
  • \$\begingroup\$ But if the guards will shortly afterward (if not immediately) recognize that their appearances have changed, then the magic-user might as well use the much more comprehensible seeming spell. (@thedarkwanderer The seeming spell was what I'd intended; I'd just had the veil spell on the mind. I'll edit the question shortly.) \$\endgroup\$ Commented Jun 25, 2018 at 19:23
  • \$\begingroup\$ My issue with seeming (and disguise self) is that it only modifies visual appearance so your PCs can argue that the appearance and voice doesn't match up. If you make it believable to the PCs that the "nemesis" are pretending to be guards using guard uniforms and disguising their voice, I think seeming will be the better choice for clarity. Otherwise, I feel using screen to modify the PC's perception is the way to go. \$\endgroup\$
    – Typer525
    Commented Jun 25, 2018 at 19:52

Here are some ideas:

1. Have the wizard cast seeming or veil immediately as they enter.

It will take at least a few seconds for the group to actually notice that they've changed. If you time it right, they won't have time to work out what's happened before they're attacked.

2. Just invent a new spell.

You're the DM. Not every arcane spell in the world necessarily appears in the Player's Handbook, and an illusionist may very easily have created his own signature illusion spell which works like veil but is imperceptible to the people it's cast on.


Stack the effects, counting on the PCs to make their Will saves and the unwitting NPCs to fail their saves. The primary illusion will create the desired perception for the PCs, the secondary illusion or enchantment will prevent the unwitting NPCs from detecting the primary illusion.

From the information provided you have indicated that the PCs are likely to succeed at their Will saves but there is no indication that the unwitting NPCs have any particular bonuses. If so, use one of the suggestions such as Seeming to create the desired effect for the PCs' perception. Immediately follow it with Reflective Disguise, Mass (Spell Compendium p 171) cast by the spellcaster on themselves and the unwitting NPCs, assuming that the NPCs are racially homogenous. The NPCs fail their saves and continue to see each other as friendlies, the PCs make their saves and see them as per the Seeming. Reflective Disguise is not a perfect fit for what you are trying to achieve, but maybe you can fudge it a little by using exotic material components, ritual preparations for the casting, a special magic item etc. Note that this requires that the spellcaster is very briefly appearing to the unwitting NPCs to be one of them. This has the potential to work even better if some of the PCs make their save and others do not, as it will look like an attempt at a cunning illusion.

Alternatively, if you are willing to both customise and borrow from Pathfinder then a Mass version of Memory Lapse (Pathfinder Advanced Players Handbook p 232) cast on the unwitting NPCs on a couple of successive turns after the initial Seeming will remove their memories of anomalous events. If you are willing to borrow the spell from Pathfinder but not create a Mass version then you would need more spellcasters (one spellcaster per two dupes assuming they can each cast one normal and one Quickened Memory lapse each round). I realise this does not meet the 3.5e restriction, but I suggest that it is a balanced spell to allow as a new spell in 3.5.

  • \$\begingroup\$ Man, I really wish mass reflective disguise were the key, but the spell only causes "any intelligent creature viewing you to perceive you as the same species and gender as itself," so first a seeming to create a disguise then a followup mass reflective disguise would only affect the seeming so as to alter perceived species and gender for the group—so the humans became different humans then all the (presumably human) observers (including themselves) perceive them as the different humans as per the seeming! The combo's awfully close, though! \$\endgroup\$ Commented Jun 26, 2018 at 17:07

I suggest the Hallucination power as your base

According to the Master Psionics List, the Hallucination power allows the following:

You can project visions or images in the subject's mind. This acts as major image, except the illusion is only visible to the target.

The power as-is unfortunately only affects one creature, but the simple addition of a custom homebrew augmentation:

For every 'x' power point(s) spent, you can increase the number of target(s) by one.

... would solve your challenge admirably.

According to the List, this power is found in the 3.5 Dark Sun campaign setting book. (Athas.org)

  • \$\begingroup\$ It kind of must go the other way—with the guards being the subjects rather than the PCs—because at least one PC will succeed on the saving throw. (I am, however, comfortable—in the abstract—with the power, and applying to it a homebrew-but-Wizards-says-it's-okay-to-make-them metapsionic feat that's like the metamagic feat Chain Spell (so that the metapsionic feat is more like the metamagic feat Chain Spell than the actual feat Chain Power) would be fine by me.) \$\endgroup\$ Commented Jun 26, 2018 at 20:27
  • \$\begingroup\$ @HeyICanChan Buffing the DC shouldn't be too hard... Heighten (3.0 feat) or make it a psi-tattoo with the Getting Wired article and legit 3.5 heighten it. Plus feats... maybe add in a bardic music effect for support. ...Plus you could always bluff the initial roll on the DM screen side if you absolutely had to, and then let them roll again when they physically interact with the illusion after combat has started? Never the best option, but perhaps it would fit your situation. \$\endgroup\$
    – nijineko
    Commented Jul 9, 2018 at 1:44
  • \$\begingroup\$ Furthermore, one could add another augmentation of "for every 'x' power points spent, the DC increases by 'y'" to address the DC issue. \$\endgroup\$
    – nijineko
    Commented Jul 9, 2018 at 1:48

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