d20 LogoSystem Reference Document v3.5



Initiative Checks: At the start of a battle, each combatant makes an initiative check. An initiative check is a Dexterity check. Each character applies his or her Dexterity modifier to the roll. Characters act in order, counting down from highest result to lowest. In every round that follows, the characters act in the same order (unless a character takes an action that results in his or her initiative changing; see Special Initiative Actions). If two or more combatants have the same initiative check result, the combatants who are tied act in order of total initiative modifier (highest first). If there is still a tie, the tied characters should roll again to determine which one of them goes before the other.

Flat-Footed: At the start of a battle, before you have had a chance to act (specifically, before your first regular turn in the initiative order), you are flat-footed. You can’t use your Dexterity bonus to AC (if any) while flat-footed. Barbarians and rogues have the uncanny dodge extraordinary ability, which allows them to avoid losing their Dexterity bonus to AC due to being flat-footed. A flat-footed character can’t make attacks of opportunity.

Inaction: Even if you can’t take actions, you retain your initiative score for the duration of the encounter.


When a combat starts, if you are not aware of your opponents and they are aware of you, you’re surprised.

Determining Awareness

Sometimes all the combatants on a side are aware of their opponents, sometimes none are, and sometimes only some of them are. Sometimes a few combatants on each side are aware and the other combatants on each side are unaware.

Determining awareness may call for Listen checks, Spot checks, or other checks.

The Surprise Round: If some but not all of the combatants are aware of their opponents, a surprise round happens before regular rounds begin. Any combatants aware of the opponents can act in the surprise round, so they roll for initiative. In initiative order (highest to lowest), combatants who started the battle aware of their opponents each take a standard action during the surprise round. You can also take free actions during the surprise round. If no one or everyone is surprised, no surprise round occurs.

Unaware Combatants: Combatants who are unaware at the start of battle don’t get to act in the surprise round. Unaware combatants are flat-footed because they have not acted yet, so they lose any Dexterity bonus to AC.


Sometimes a combatant in a melee lets her guard down. In this case, combatants near her can take advantage of her lapse in defense to attack her for free. These free attacks are called attacks of opportunity.

Threatened Squares: You threaten all squares into which you can make a melee attack, even when it is not your action. Generally, that means everything in all squares adjacent to your space (including diagonally). An enemy that takes certain actions while in a threatened square provokes an attack of opportunity from you. If you’re unarmed, you don’t normally threaten any squares and thus can’t make attacks of opportunity.

Reach Weapons: Most creatures of Medium or smaller size have a reach of only 5 feet. This means that they can make melee attacks only against creatures up to 5 feet (1 square) away. However, Small and Medium creatures wielding reach weapons threaten more squares than a typical creature. In addition, most creatures larger than Medium have a natural reach of 10 feet or more.

Provoking an Attack of Opportunity: Two kinds of actions can provoke attacks of opportunity: moving out of a threatened square and performing an action within a threatened square.

Moving: Moving out of a threatened square usually provokes an attack of opportunity from the threatening opponent. There are two common methods of avoiding such an attack—the 5-foot-step and the withdraw action.

Performing a Distracting Act: Some actions, when performed in a threatened square, provoke attacks of opportunity as you divert your attention from the battle. Table: Actions in Combat notes many of the actions that provoke attacks of opportunity.

Remember that even actions that normally provoke attacks of opportunity may have exceptions to this rule.

Making an Attack of Opportunity: An attack of opportunity is a single melee attack, and you can only make one per round. You don’t have to make an attack of opportunity if you don’t want to.

An experienced character gets additional regular melee attacks (by using the full attack action), but at a lower attack bonus. You make your attack of opportunity, however, at your normal attack bonus—even if you’ve already attacked in the round.

An attack of opportunity “interrupts” the normal flow of actions in the round. If an attack of opportunity is provoked, immediately resolve the attack of opportunity, then continue with the next character’s turn (or complete the current turn, if the attack of opportunity was provoked in the midst of a character’s turn).

Combat Reflexes and Additional Attacks of Opportunity: If you have the Combat Reflexes feat you can add your Dexterity modifier to the number of attacks of opportunity you can make in a round. This feat does not let you make more than one attack for a given opportunity, but if the same opponent provokes two attacks of opportunity from you, you could make two separate attacks of opportunity (since each one represents a different opportunity). Moving out of more than one square threatened by the same opponent in the same round doesn’t count as more than one opportunity for that opponent. All these attacks are at your full normal attack bonus.