In my current campaign, I’ve managed to secure myself a fairly large kingdom, with an army of over 10,000 level 10s at my disposal. This would be incredibly useful if we weren’t in a fairly epic level campaign. Our ECLs are about 48 for each of us, and there really aren’t any enemies our DM is introducing where an army this low-level army would be useful against. Enemy kingdoms' average soldiers are around the 20th to 30th level each, and the monsters themselves aren’t anything to wave a finger at either. I’d level them up, but our DM has an “XP is only earned in combat against an ACTUAL enemy” rule. (Actual enemy as in one that intends to kill them.) And I’m not sure of any means where I could provide this many enemies especially without risking them dying. He has said if there is an specified way in the book for leveling up NPCs, he’d happily put it into consideration, but I can’t find anything. Is there any way I can level them up under these circumstances? Or perhaps a different use for them? Help would be very much appreciated.

To further specify how I obtained the army and what they compose of, the army was obtained by overthrowing a corrupt tyrant and taking the throne. Also, each NPC is a pretty even split between casters and soldiers.

  • \$\begingroup\$ This may be a duplicate of this question—or, at least, its answers may be the same. Also, has the DM further defined actual enemy? I mean, there are ways to bring forth magically really hostile creatures that such NPCs would be capable of defeating. \$\endgroup\$ Commented Aug 16, 2018 at 13:30
  • \$\begingroup\$ What's the class breakdown of your NPCs? \$\endgroup\$
    – Carcer
    Commented Aug 16, 2018 at 13:30
  • \$\begingroup\$ As can be seen from current answers, this question may get better results were it split into two different questions: How can my PC facilitate leveling up these NPCs given my DM's binds? and To what use can my PC put the tremendous number of NPCs that my PC commands? \$\endgroup\$ Commented Aug 16, 2018 at 15:21
  • \$\begingroup\$ Yeah, you’re 100% right Chan, I put them both in one as in, if I can’t level them up, what could be possible uses the way they are? Kinda thing. \$\endgroup\$
    – Zonia Flx
    Commented Aug 16, 2018 at 16:13
  • \$\begingroup\$ (If you do split this question—which I recommend—I suggest editing this question so that this one's only about leveling up the army and posing separately the question about what to do with them. Quadratic Wizard posted his answer first. :-)) \$\endgroup\$ Commented Aug 16, 2018 at 16:25

3 Answers 3


In most situations, your minions don't gain XP.

If you acquired your followers via the Leadership feat, they don't level up:

The character can lead up to the indicated number of characters of each level. Followers are similar to cohorts, except they’re generally low-level NPCs. Because they’re generally five or more levels behind the character they follow, they’re rarely effective in combat.

Followers don’t earn experience and thus don’t gain levels. However, when a character with Leadership attains a new level, the player consults the table above to determine if she has acquired more followers, some of which may be higher level than the existing followers.

If they're paid hirelings, (DMG p.105), they also don't level up:

Unlike cohorts, hirelings do not make decisions. They do as they're told (at least in theory). Thus, even if they go on an adventure with the PCs, they gain no experience and do not affect any calculations involving the party level.

However, if you simply acquired them by other means (i.e. the DM grants you an army of loyal NPCs without using Leadership or the rules for paid hirelings), they may gain XP (DMG p.107):

NPCs gain experience points the same way that PCs do. Not being adventurers, however, their opportunities are more limited.

In that case, they can gain XP if you send them on missions or lead them into battle personally. The XP of whatever you fight will be split 10,001 ways, of course. Since you're an epic level character, the expense of raising dead warriors should be relatively easy for you to afford.

Suggest to your DM that you want to research something to do with your army, and they may readily find suitable enemies for them to face.

  • \$\begingroup\$ While it's possible at ECL 48 with the feat Epic Leadership to have a few level 10 followers (like 2), having 10,000 level 10 followers like the question says probably means DM fiat's somehow involved. :-) \$\endgroup\$ Commented Aug 16, 2018 at 13:41
  • \$\begingroup\$ @HeyICanChan yeah - especially considering that apparently opposing kingdoms are fielding 20th-30th level foot soldiers by default. \$\endgroup\$
    – Carcer
    Commented Aug 16, 2018 at 13:44

I don't know about levelling up your NPCs, but there is a way they can still be very useful to an epic character even without being able to effectively adventure alongside them or fight the same threats:

Contribute spell slots to epic level spellcasting rituals.

If any proportion of your several thousand midlevel NPCs are casting classes, you can have them contribute spell slots to the casting of epic-level ritual spells:

Epic spells can be developed that specifically require additional participants. These spells are called rituals. An epic spell developed as a ritual requires a specific number of additional participants, who each must use up one spell slot of a specified level for the day.


Additional participants in a ritual spell reduce the Spellcraft DC, as shown on Table: Additional Participants in Rituals. Each additional participant may only contribute one spell slot.

For each 5th level spell slot your 10th level casters can contribute, you can reduce the spellcraft DC of an epic spell by 9. Even if only a small fraction of your army are casters, the contribution of a few dozen 5th level spell slots adds up to a lot. If your NPCs are actually using the NPC classes and you have adepts rather than fully fledged casters, 3rd level spell slots still reduce the DC by 5, so the benefit remains substantial.

You can easily develop epic spells with very long durations or that imbue you with an ability which you can then save and use later, so you can do a whole bunch of ritual casting during periods of downtime and get the benefit of those effects when you traipse off to do your individual adventuring. If you're not an epic spellcaster yourself, you could contribute their efforts to an allied party member who is.


NPCs do level up, they always have!

NPCs have leveled up in every version of D&D ever published. To claim otherwise is completely preposterous, and ignores most of the rule books, source books, and supplements published. Even monsters gain XP.

Oh? You question? Please turn to almost any book in the game. Find an NPC. Are they level one or have only one HD? Well, some of them are so, but most are not. In other words, they leveled up.

In fact, the previous statement is so true, and so often overlooked, that I'm going to quote the person who wrote it:

NPCs have leveled up in every version of D&D ever published. - Nijineko

Having established that NPCs do level up, let us move on to how, exactly.

In 3.5, the matter of NPCs is so important that an entire chapter is devoted to the subject: DMG Chapter 4, starting on page 103.

Various subjects are covered, including monsters and animals, enemies, the cohort, followers, and hirelings; which as mentioned in other answers, do not gain experience the normal way (cohorts), or at all (followers and hirelings).

Then we come to page 107, the NPC classes section, where we find the following:

Treat these classes like any other.

The paragraph then references Table 3-2 Experience and Level-Dependent Benefits on page 22 of the PHB. The NPC classes (all of which have twenty levels each, no less) use that table.


NPCs gain experience the same way PCs do. Not being adventurers, however, their opportunities are more limited.

In other words, not only do NPCs level up, they use the same experience table as PCs. It even goes on to say that NPCs can take PC class levels.

Thus an army under the control of a PC can gain experience so long as the members of said army don't count as a cohort, followers, or hirelings.

Why the seeming difference and contradiction in the rules?

As an opinion, I suspect this is to prevent the dilution of the PCs experience points gained. Notice that most of the comments about those the special categories of NPC assume that they are "adventuring with the PCs". Whereas an army may potentially be assigned to a completely different locale than the PC.

  • \$\begingroup\$ This is an impassioned argument against a position that nobody was holding. Whether or not NPCs can level up at all was never in question. The problem is in how to put those NPCs in situations where they can gain some experience, given the constraints that the DM will only grant XP for genuine combat but all available enemies are so overpowering they'd just wipe the floor with the NPC army. \$\endgroup\$
    – Carcer
    Commented Aug 18, 2018 at 8:53
  • \$\begingroup\$ Part of the question is asking about how to level up NPCs. The DM wants to know where the rules are. Other questions have stated there isn't a way, and they happen to be wrong. I'm answering that part, especially in light of the advice to split the question. Once split, I'll answer the other part as I happen to have experience with that angle too. \$\endgroup\$
    – nijineko
    Commented Aug 18, 2018 at 12:03
  • \$\begingroup\$ My understanding of the question is that it is expected the NPCs would gain combat experience as usual, but the DM would be willing to also use any rules for training up NPC henchmen if they happen to exist. It's not that the DM thinks NPCs can't gain levels at all. Given the querent has accepted an answer already it seems unlikely the question will change now, anyway. \$\endgroup\$
    – Carcer
    Commented Aug 18, 2018 at 13:07
  • \$\begingroup\$ Quite likely that it won't change. However, the DM stated that if the player could find a method to level up NPCs in the book they would consider it, and the player couldn't find it. I focused on that as the most important starting point of the question. Without that part being identified, the rest of the question is moot. \$\endgroup\$
    – nijineko
    Commented Aug 18, 2018 at 13:32
  • \$\begingroup\$ I thought it was pretty clear that it meant a different method than just by standard combat experience, but oh well. \$\endgroup\$
    – Carcer
    Commented Aug 18, 2018 at 13:59

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